HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT VL II
485BPOS, 1996-05-01
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<PAGE>

                                                               File No. 33-89990

                          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 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:

   
    Scott K. Richardson, Esq.
    ITT Hartford Life Insurance Companies
    P.O. Box 2999
    Hartford, CT 06104-2999
    
    It is proposed that this filing will become effective:
   
              immediately upon filing pursuant to paragraph (b) of Rule 485
    -------
       X      on May 1, 1996 pursuant to paragraph (b) of Rule 485
    -------
              60 days after filing pursuant to paragraph (a)(1) of Rule 485
    -------
              on May 1, 1996 pursuant to paragraph (a)(1) of Rule 485
    -------
              this post-effective amendment designates a new effective date for
    -------
              a previously filed post-effective amendment.
    
E.  Title and amount of securities being registered:
   
    Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
    Registrant has registered an indefinite amount of securities.  The Rule
    24f-2 Notice for the Registrant's most recent fiscal year was filed on
    or about February 29, 1996.

    
<PAGE>

                                      -2-


F.  Proposed maximum aggregate offering price to the public of the securities
    being registered:

    Not yet determined.

G.  Amount of filing fee:  Paid

H.  Approximate date of proposed public offering:

    As soon as practicable after the effective date of this registration
    statement.


The registrant hereby represents that it is relying on Section (13)(i)(B) of
Rule 6e-3(T).

<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.                      The Company; Distribution of the Policies

     5.                      Summary - Separate Account VL II; Separate Account
                             VL II - General

     6.                      Separate Account VL II - General

     7.                      Not required by Form S-6

     8.                      Not required by Form S-6

     9.                      Legal Proceedings

    10.                      Summary; Separate Account VL II - Funds; Detailed
                             Description of Policy Benefits and Provisions -
                             Application for a Policy; Detailed Description of
                             Policy Benefits and Provisions; Other Matters -
                             Voting Rights, Dividends

    11.                      Summary; Separate Account VL II - Funds

    12.                      Summary; Separate Account VL II - Funds

    13.                      Deductions and Charges from the Account Value;
                             Distribution of the Policies; Federal Tax
                             Considerations

    14.                      Detailed Description of Policy Benefits and
                             Provisions - Application for a Policy

    15.                      Detailed Description of Policy Benefits and
                             Provisions - Allocation of Premium Payments

    16.                      Separate Account VL II - Funds; Detailed
                             Description of Policy Benefits and Provisions -
                             Allocation of Premium Payments

<PAGE>

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

    17.                      Summary; Detailed Description of Policy Benefits
                             and Provisions - Cash Value and Amount Payable on
                             Surrender of the Policy, Right to Examine or
                             Exchange the Policy and Surrender

    18.                      Separate Account VL II - Funds; Deduction and
                             Charges from the Account Value; Federal Tax
                             Considerations

    19.                      Other Matters - Statements to Policy Owners

    20.                      Not applicable

    21.                      Detailed Description of Policy Benefits and
                             Provisions - Policy Loans

    22.                      Not applicable

    23.                      Safekeeping of the Separate Account Assets

    24.                      Other Matters - Assignment

    25.                      The Company

    26.                      Not applicable

    27.                      The Company

    28.                      The Company; Management

    29.                      The 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
 -----------                 ---------------------

    35.                      Distribution of the Policies

    36.                      Not required by Form S-6

    37.                      Not applicable

    38.                      Distribution of the Policies

    39.                      The Company; Distribution of the Policies

    40.                      Not applicable

    41.                      The Company; Distribution of the Policies

    42.                      Not applicable

    43.                      Not applicable

    44.                      Detailed Description of Policy Benefits and
                             Provisions - Allocation of Premium Payments

    45.                      Not applicable

    46.                      Detailed Description of Policy Benefits and
                             Provision - Cash Value

    47.                      Separate Account VL II - Funds

    48.                      Cover page; The Company

    49.                      Not applicable

    50.                      Separate Account VL II - General

    51.                      Summary; The Company; Detailed Description of
                             Policy Benefits and Provisions; Other Matters -
                             Beneficiary

    52.                      Separate Account VL II - Funds, Investment Advisers

    53.                      Federal Tax Considerations

    54.                      Not applicable

<PAGE>

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

    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>
 
   
     HARTFORD
     LIFE INSURANCE COMPANY
     P.O. Box 2999
     Hartford, CT 06104-2999
     Telephone (800) 231-5453
     STAG LAST SURVIVOR
     Flexible Premium
     Variable Life Insurance Policies
 
    [LOGO]
 
     This  Prospectus describes  last survivor  flexible premium  variable life
 insurance policies (the "Policies", and each individually a "Policy")  offered
 by  Hartford Life Insurance Company  ("Hartford Life") to applicants generally
 between ages 20 and 80 respecting both  Insureds. For a given amount of  Death
 Benefit  chosen, the Purchaser  of the Policy  has considerable flexibility in
 selecting the timing and amount of premium payments.
    
 
     The Policies provide for a Death Benefit payable at the death of the  last
 surviving  Insured. The  Policy Owner  may select  one of  three Death Benefit
 Options; a level  amount equal  to the Face  Amount ("Option  A"), a  variable
 amount  equal to  the Face Amount  plus the  Account Value ("Option  B"), or a
 variable amount equal to  the Face Amount plus  a return of premiums  ("Option
 C"). The required minimum initial (Basic) Face Amount is generally $100,000.
 
     Under  all three options, the Policies  have Account Values which increase
 with the  payment of  each premium  and  which decrease  to reflect  fees  and
 charges  made by Hartford Life. These fees  and charges vary depending on such
 factors as the  Face Amount, the  ages of the  Insureds and the  level of  the
 premiums  paid. The  Account Value of  a Policy will  also vary up  or down to
 reflect the investment experience of the Funds to which the premium payment(s)
 has been allocated,  and the Policy  Owner bears the  investment risk for  all
 amounts so allocated.
 
     If  a Policy is surrendered during the  first two Policy Years, the Policy
 Owner may be entitled to a refund  of loads in addition to the Cash  Surrender
 Value.
 
   
     There  is no guaranteed minimum  Account Value for a  Policy. If the Death
 Benefit guarantee is in  effect (see "Death Benefit"  on page 12), the  Policy
 will not lapse due to poor investment performance.
    
 
     The initial premium will be allocated to Hartford Money Market Sub-Account
 and  after the  Right to  Examine Period has  expired, to  one or  more of the
 Sub-Accounts or  to the  Fixed  Account as  specified  in the  Policy  Owner's
 application.  The Funds  underlying the  Sub-Accounts presently  are: Hartford
 Advisers Fund, Inc., Hartford Bond  Fund, Inc., Hartford Capital  Appreciation
 Fund,  Inc., Hartford  Dividend and  Growth Fund,  Inc., Hartford  Index Fund,
 Inc., Hartford  International  Opportunities  Fund,  Inc.,  Hartford  Mortgage
 Securities  Fund, Inc., Hartford Stock Fund,  Inc., and HVA Money Market Fund,
 Inc. managed by  Hartford Investment  Management Company  (the "Hartford  Life
 Funds");  PCM Diversified Income  Fund, PCM Global  Asset Allocation Fund, PCM
 Global Growth Fund, PCM Growth and Income Fund, PCM High Yield Fund, PCM Money
 Market Fund, PCM New Opportunities Fund, PCM U.S. Government and High  Quality
 Bond  Fund, PCM Utilities Growth and Income Fund, and PCM Voyager Fund managed
 by  Putnam  Investment  Management,  Inc.   (the  "Putnam  Funds");  and   the
 Equity-Income  Portfolio, Overseas Portfolio and  Asset Manager Portfolio (the
 "Fidelity Funds") managed by Fidelity Management & Research Company.
 
   
     These Policies are subject to a Front-End Sales Load which is set forth in
 the section entitled "Deductions from the Premium" on page 16.
    
 ------------------------------------------------------------------------------
 IT MAY  NOT  BE  ADVANTAGEOUS  TO  PURCHASE  FLEXIBLE  PREMIUM  VARIABLE  LIFE
 INSURANCE  AS A REPLACEMENT FOR YOUR CURRENT  LIFE INSURANCE OR IF YOU ALREADY
 OWN A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 THIS PROSPECTUS IS VALID  ONLY IF ACCOMPANIED BY  THE CURRENT PROSPECTUSES  OF
 THE APPLICABLE ELIGIBLE FUNDS WHICH CONTAIN A FULL DESCRIPTION OF THOSE FUNDS.
 ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 THESE  SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE  SECURITIES
 AND  EXCHANGE COMMISSION  OR ANY STATE  SECURITIES COMMISSION  PASSED UPON THE
 ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
 A CRIMINAL OFFENSE.
 ------------------------------------------------------------------------------
 
   
 The date of this Prospectus is May 1, 1996.
    
<PAGE>
                                 SPECIAL TERMS
 
    As used in this Prospectus, the following terms have the indicated meanings:
 
ACCOUNT VALUE: Value used to determine certain Policy benefits and charges.
 
ACCUMULATION  UNIT: An accounting unit of measure used to calculate the value of
a Sub-Account.
 
ANNUAL DEATH BENEFIT GUARANTEE PREMIUM: An annual amount of premium shown in the
Policy's specifications page  required to  keep the Death  Benefit guarantee  in
effect and used to calculate the Cumulative Death Benefit Guarantee Premium.
 
ATTRIBUTABLE:  In calculating  the front-end  sales load,  agent commissions and
mortality and expense risk charge, premiums (in the case of the front-end  sales
load or commissions) and Account Value (in the case of the mortality and expense
risk  charge) are  Attributable to the  Basic Face Amount  and Supplemental Face
Amount in the  same ratio that  the initial  Basic Face Amount  and the  initial
Supplemental  Face Amount each  bear, respectively, to  the initial Face Amount.
For example, if 60%  of Your initial Face  Amount represented Basic Face  Amount
and  40% represented Supplemental Face Amount, then  60% of each premium (in the
case of the sales load or commissions) or 60% of Your Account Value (in the case
of the mortality and expense risk  charge) is Attributable to Basic Face  Amount
and the remaining 40% is Attributable to Supplemental Face Amount.
 
BASIC  FACE AMOUNT: On the Policy Date, the Basic Face Amount equals the initial
Basic Face Amount. Thereafter it may change in accordance with the terms of  the
Policy.
 
CASH SURRENDER VALUE: Account Value less all Indebtedness.
 
CODE: The Internal Revenue Code of 1986, as amended.
 
   
COST OF INSURANCE: An amount deducted as part of the Monthly Deduction Amount to
help cover Hartford Life's anticipated mortality costs and other expenses.
    
 
CUMULATIVE  DEATH BENEFIT GUARANTEE PREMIUM: The  sum of the number of completed
Policy Years plus the completed portion of the current Policy Year (expressed as
the number of  completed months  divided by  twelve), multiplied  by the  Annual
Death Benefit Guarantee Premium.
 
DATE  OF ISSUE: The date from  which the Suicide and Incontestability provisions
are measured.
 
DEATH BENEFIT: On  the Policy Date,  the Death Benefit  equals the Face  Amount.
Thereafter it may change in accordance with the terms of the Policy.
 
DEATH  BENEFIT OPTION:  The Death  Benefit Option  in effect  determines how the
Death Benefit  is  calculated. The  three  Death Benefit  Options  provided  are
described in the Death Benefit section of this Prospectus.
 
DEATH  PROCEEDS: The amount which We will pay on the death of the last surviving
Insured. This amount equals the Death Benefit less any Indebtedness and less any
due and unpaid Monthly Deduction Amount occurring during a Grace Period.
 
FACE AMOUNT: The Basic Face Amount plus the Supplemental Face Amount.
 
   
FIXED ACCOUNT:  Portion of  Account Value  invested in  the General  Account  of
Hartford Life.
    
 
FUNDS:  The registered open-end management  investment companies in which assets
of the Separate Account may be invested.
 
   
GENERAL ACCOUNT: All assets of Hartford  Life other than those allocated to  its
separate accounts.
    
 
GUIDELINE  ANNUAL PREMIUM: The level annual premium payment necessary to provide
the future  benefits  under  the  Policy  through  maturity,  based  on  certain
assumptions  specified  under  the Federal  Securities  laws.  These assumptions
include mortality charges  based on  the 1980  Commissioners' Standard  Ordinary
Mortality  Smoker or Nonsmoker  Table, age last birthday,  an assumed annual net
rate of return of 5% per year, and deduction of the guaranteed fees and  charges
specified  in  the Policy.  For  purposes of  the  Policy, the  Guideline Annual
Premium is used only in limiting front-end sales loads.
 
   
HARTFORD LIFE: Hartford Life Insurance Company.
    
 
IN WRITING: In a written form satisfying to Us.
 
INDEBTEDNESS: The outstanding loan on the Policy, including any interest due  or
accrued.
 
INSUREDS: The two persons on whose lives the Policy is issued.
 
ISSUE  AGE: As  of the  Policy Date,  the age  of each  Insured on  his/her last
birthday.
 
LOAN ACCOUNT: An account established for any amounts transferred from the  Fixed
Account  and Sub-Accounts  as a  result of loans.  The account  is credited with
interest and is not based on the investment experience of the Separate Account.
 
MATURITY DATE: The date on which the Policy will mature.
<PAGE>
MONTHLY ACTIVITY DATE:  The Policy  Date and the  same date  in each  succeeding
month as the Policy Date except that whenever the Monthly Activity Date falls on
a  date other than a Valuation Day, the Monthly Activity Date will be deemed the
next Valuation Day.
 
MONTHLY DEDUCTION AMOUNT: The fees and  charges deducted from the Account  Value
on the Monthly Activity Date.
 
NATIONAL SERVICE CENTER: Located in Minneapolis, Minnesota.
 
NET PREMIUM: The amount of premium actually credited to the Account Value.
 
PLANNED  PREMIUMS: The amount of premiums that You intend to pay as indicated on
the application and shown on the Policy's specifications page.
 
POLICY: A last survivor flexible premium variable life insurance contract issued
by Hartford Life, as described in this Prospectus.
 
POLICY ANNIVERSARY: An anniversary of the Policy Date.
 
POLICY DATE:  The date  from which  Policy Anniversaries  and Policy  Years  are
determined.
 
POLICY  LOAN RATE: The  interest rate charged  on Policy loans,  as shown in the
Policy.
 
POLICY OWNER: The person having rights  to benefits under the Policy during  the
lifetime  of the two  Insureds; the Policy  Owner may or  may not be  one of the
Insureds.
 
POLICY YEARS: Annual periods computed from the Policy Date.
 
PRO RATA BASIS:  An allocation  method based on  the proportion  of the  Account
Value in the Fixed Account and each Sub-Account.
 
   
SEPARATE ACCOUNT: An account established by Hartford Life to separate the assets
funding the Policies from other assets of Hartford Life; in this case, "Separate
Account VL II."
    
 
SUB-ACCOUNT: The subdivisions of the Separate Account.
 
SUPPLEMENTAL  FACE AMOUNT: On  the Policy Date, the  Supplemental Face Amount is
shown on the  Policy's specifications  page. Thereafter,  the Supplemental  Face
Amount may change according to the terms of the Policy.
 
TARGET  PREMIUM: The amount  of level premium  required to support  a whole life
insurance policy with a net interest rate of 5%, assuming that the initial  Face
Amount is entirely Basic Face Amount. The Policy charges used in determining the
level premium amount are maximum guaranteed cost of insurance rates for standard
risks,  actual premium tax rates, a 1.25% premium charge for processing, a 1.25%
premium charge for federal tax and  other maximum policy deductions or  charges,
exclusive of any additional rider charges.
 
VALUATION  DAY: Every day the  New York Stock Exchange  is open for trading. The
value of the Separate Account is determined  at the close of the New York  Stock
Exchange (currently 4:00 p.m. Eastern Time) on such days.
 
VALUATION  PERIOD:  The  period  between the  close  of  business  on successive
Valuation Days.
 
YOU, YOUR: The Owner of the Policy.
 
WE, US, OUR: Hartford Life Insurance Company.
<PAGE>
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
 <S>                                                                       <C>
 SUMMARY.................................................................    4
 DETAILED DESCRIPTION OF POLICY BENEFITS AND PROVISIONS..................    8
   General...............................................................    8
   Premiums..............................................................    8
     Premium Payment Flexibility.........................................    8
     Allocation of Premium Payments......................................    8
     Accumulation Units..................................................    8
     Accumulation Unit Values............................................    9
     Premium Limitation..................................................    9
     Account Values......................................................    9
     Amount Payable on Surrender of the Policy...........................    9
     Load Refund.........................................................    9
     Partial Withdrawals.................................................   10
   Transfers of Account Value............................................   10
     Amount and Frequency of Transfers...................................   10
     Transfers to or from Sub-Accounts...................................   10
     Transfers from the Fixed Account....................................   11
   Policy Loans..........................................................   11
     Loan Interest.......................................................   11
     Credited Interest...................................................   11
     Preferred Loan......................................................   11
     Loan Repayments.....................................................   11
     Termination Due to Excessive Indebtedness...........................   11
     Effect of Loans on Account Value....................................   11
   Death Benefit.........................................................   12
     Death Benefit Options...............................................   12
     Option Change.......................................................   12
     Death Benefit Guarantee.............................................   12
     Minimum Death Benefit...............................................   13
     Supplemental Face Amount............................................   13
     Unscheduled Increases and Decreases in Face Amount..................   13
   Benefits at Maturity..................................................   13
   Lapse and Reinstatement...............................................   14
     Policy Lapse and Grace Period.......................................   14
     Death Benefit Guarantee Default and Grace Period....................   14
     Reinstatement.......................................................   14
   The Right to Examine or Exchange the Policy...........................   15
   Surrender.............................................................   15
   Valuation of Payments and Transfers...................................   15
   Application for a Policy..............................................   15
   Reduced Charges for Eligible Groups...................................   16
   Deductions from the Premium...........................................   16
     Premium Processing Charge...........................................   16
     Premium Tax Charge and Federal Tax Charge...........................   16
     Front End Sales Load................................................   16
     Examples of Front End Sales Loads/Impact of Refund of Load..........   17
   Deductions and Charges From the Account Value.........................   17
     Monthly Deduction Amounts...........................................   17
     Charges Against the Funds...........................................   19
     Taxes...............................................................   20
 THE COMPANY.............................................................   20
 SEPARATE ACCOUNT VL II..................................................   21
     General.............................................................   21
     Funds...............................................................   21
   Hartford Funds........................................................   21
</TABLE>
    
 
   
                                       2
    
<PAGE>
   
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
   Putnam Funds..........................................................   22
 <S>                                                                       <C>
   Fidelity Funds........................................................   23
   Investment Adviser....................................................   24
     Hartford Funds......................................................   24
     Putnam Funds........................................................   25
     Fidelity Funds......................................................   25
 THE FIXED ACCOUNT.......................................................   25
 OTHER MATTERS...........................................................   25
   Voting Rights.........................................................   25
   Statements to Policy Owners...........................................   26
   Limit on Right to Contest.............................................   26
   Misstatement as to Age................................................   26
   Payment Options.......................................................   26
   Beneficiary...........................................................   27
   Assignment............................................................   27
   Dividends.............................................................   27
 SUPPLEMENTAL BENEFITS...................................................   27
   Last Survivor Exchange Option Rider...................................   27
   Estate Protection Rider...............................................   28
   Maturity Date Extension Rider.........................................   28
   Yearly Renewable Term Life Insurance Rider............................   28
 EXECUTIVE OFFICERS AND DIRECTORS........................................   29
 DISTRIBUTION OF THE POLICIES............................................   32
 SAFEKEEPING OF SEPARATE ACCOUNT VL II'S ASSETS..........................   32
 FEDERAL TAX CONSIDERATIONS..............................................   32
   General...............................................................   32
   Taxation of Hartford Life and the Separate Account....................   32
   Income Taxation of Policy Benefits....................................   33
   Modified Endowment Contracts..........................................   33
   Estate and Generation Skipping Taxes..................................   34
   Diversification Requirements..........................................   34
   Ownership of the Assets in the Separate Account.......................   34
   Life Insurance Purchased for Use in Split Dollar Arrangements.........   35
   Federal Income Tax Withholding........................................   35
   Non-Individual Ownership of Policies..................................   35
   Other.................................................................   35
   Life Insurance Purchases by Nonresident Aliens and Foreign
    Corporations.........................................................   35
 LEGAL PROCEEDINGS.......................................................   36
 LEGAL MATTERS...........................................................   36
 EXPERTS.................................................................   36
 REGISTRATION STATEMENT..................................................   36
 APPENDIX A -- ILLUSTRATION OF DEATH BENEFITS, ACCOUNT VALUES AND CASH
    SURRENDER VALUES.....................................................   37
 FINANCIAL STATEMENTS....................................................   38
</TABLE>
    
 
    The Policies may not be available in all states.
 
    THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH  OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER OR OTHER PERSON IS AUTHORIZED
TO GIVE ANY  INFORMATION OR  MAKE ANY  REPRESENTATIONS IN  CONNECTION WITH  THIS
OFFERING  OTHER THAN THOSE CONTAINED  IN THIS PROSPECTUS AND,  IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON.
 
                                       3
<PAGE>
                                    SUMMARY
 
THE POLICY
 
   
    The  last survivor flexible premium variable life insurance Policies offered
by this Prospectus are funded by a  Fixed Account and Separate Account VL II,  a
separate  account established by Hartford Life pursuant to Connecticut insurance
law and organized  as a unit  investment trust registered  under the  Investment
Company Act of 1940. Separate Account VL II is presently comprised of twenty-two
sub-accounts (the "Sub-Accounts" and each individually a "Sub-Account"), each of
which  invests exclusively in one of the underlying Funds. If an initial premium
is submitted with  an application for  a Policy,  it will be  allocated, to  the
Hartford  Money Market Sub-Account. At a later  date, the values in the Hartford
Money Market Sub-Account will be allocated to one or more of the Sub-Accounts or
the Fixed Account  as specified in  the Policy Owner's  application. This  later
date is the latest of 45 days after the application is signed, ten days after We
mail  or personally  delivery a  Notice of Withdrawal  Right, ten  days after We
receive the premium and  the date We  receive the final  requirement to put  the
Policy  in force. The Policies are credited with units ("Accumulation Units") in
each selected Sub-Account, the  assets of which are  invested in the  applicable
Fund. A Policy Owner may transfer the funds among the Sub-Accounts and the Fixed
Account  subject  to a  transfer  charge. See  "Transfers  of Account  Value" of
Detailed Description of Policy Benefits and Provisions, page 10.
    
 
    The Policies  are first  and  foremost life  insurance policies  with  death
benefits,  cash values,  and other  features traditionally  associated with life
insurance. The Policies are  called "last survivor"  because the Death  Proceeds
are  paid on the  death of the  last surviving Insured.  The Policies are called
"flexible premium" because, once the desired level and pattern of death benefits
have been determined, a Purchaser  has considerable flexibility in choosing  the
timing  and amount  of premium  to be paid.  The Policies  are called "variable"
because, unlike the fixed benefits of  an ordinary whole life insurance  policy,
the  Account  Value  will,  and  the Death  Benefit  may,  increase  or decrease
depending on  the  investment experience  of  the  Funds to  which  the  premium
payment(s) has been allocated.
 
POLICY DESIGN OPTIONS
 
    The  options in the Policy are structured  to give a Purchaser and his sales
agent the ability to  select a Policy tailor-made  for the Purchaser's  specific
life insurance needs.
 
    The Policy options which give the Purchaser such flexibility fall into three
major categories:
 
    1. Death  Benefit Options  -- These  allow the  Purchaser to  select various
       levels and patterns of Death Benefits.
 
   
    2. Investment  Options  --  Currently,  the  Purchaser  has  the  choice  of
       allocating  the Policy's Account  Value among up to  nine of the Policy's
       twenty-two investment  options.  (Hartford  Life reserves  the  right  to
       increase  the number of allocable investment  options to more than nine.)
       These include the twenty-two variable Sub-Accounts and the Fixed Account.
    
 
    3. Premium Options -- The  Purchaser has the  flexibility to choose,  within
       limits, the amount of the initial premium and the amount and frequency of
       subsequent premiums.
 
DEATH BENEFIT
 
   
    The Policies provide for three Death Benefit Options. These can be level and
equal  to the Face Amount  ("Option A"), the Face  Amount plus Return of Account
Value ("Option B") or the  Face Amount plus Return  of Premium ("Option C").  At
the  death of the last surviving Insured, We  will pay the Death Proceeds to the
Beneficiary. The Death Proceeds  equal the Death  Benefit less any  Indebtedness
under  the Policy and less any due and unpaid Monthly Deduction Amount occurring
during a Grace Period. You may also select Supplemental Face Amount coverage  in
the  application.  Scheduled and  unscheduled increases  in  Face Amount  may be
requested. See "Detailed Description of  Policy Benefits and Provision --  Death
Benefit," page 12.
    
 
PREMIUM
 
    You  have considerable flexibility  as to when  and in what  amounts You pay
premiums.
 
    Prior to issue, You can choose a Planned Premium, within a range  determined
by  Hartford Life based on the Face  Amount and each Insured's sex (except where
unisex rates apply), Issue Age and risk classification.
 
                                       4
<PAGE>
    The Policy will not lapse as long as the Cash Surrender Value is  sufficient
to  cover the  Monthly Deduction  Amounts or the  Death Benefit  guarantee is in
effect.
 
    The minimum subsequent premium  is $50. We reserve  the right to refund  the
excess  premium  payments  that would  cause  the  Policy not  to  meet  the tax
qualification guidelines for life insurance  under the Internal Revenue Code  of
1986, as amended.
 
   
    There  are circumstances, usually if a  Policy Owner wants to prefund future
benefits in seven years or less, when the Policy may become a Modified Endowment
Contract  under  federal  tax  law.  If  it  does,  loans  and  other  pre-death
distributions  are includable  in gross income  on an income-first  basis. A 10%
penalty tax may be imposed on income distributed before the Policy Owner attains
age 59 1/2. Prospective  Purchasers and Policy Owners  are advised to consult  a
qualified  tax adviser  before taking steps  that may affect  whether the Policy
becomes a Modified Endowment Contract. See "Federal Tax Considerations, Modified
Endowment Contract" for a discussion of the "seven pay test", page 33.
    
 
SEPARATE ACCOUNT VL II
 
   
    Separate Account VL II  is a separate account  established by Hartford  Life
pursuant  to the insurance laws  of the State of  Connecticut and organized as a
registered unit  investment trust  under  the Investment  Company Act  of  1940.
Separate  Account VL II meets the definition of "separate account" under federal
securities law. Separate  Account VL II  is comprised of  Sub-Accounts, each  of
which  invests exclusively in one of the  Funds. Each Hartford Fund is organized
as a corporation under the  laws of the State of  Maryland and is a  diversified
open-end  management investment company registered  under the Investment Company
Act of 1940. The Putnam Funds are  organized as Putnam Capital Manager Trust,  a
Massachusetts business trust organized on September 24, 1987, and is a open-end,
series investment company with multiple portfolios or funds registered under the
Investment  Company  Act of  1940. The  Fidelity  Funds involve  two diversified
open-end management  investment companies,  each  with multiple  portfolios  and
organized  as a  Massachusetts business  trust. The  Equity-Income Portfolio and
Overseas Portfolio  are  portfolios of  the  Variable Insurance  Products  Fund,
organized  on November 13, 1981.  The Asset Manager Portfolio  is a portfolio of
the  Variable  Insurance  Products  Fund  II,  organized  on  March  21,   1988.
Registration  under  the  Investment  Company  Act  of  1940  does  not  involve
supervision of  the  management  or  investment practices  or  policies  by  the
Commission.  The shares of the  Funds are sold to Separate  Account VL II and to
other separate accounts of  Hartford Life or its  affiliates which fund  similar
annuity or life insurance products.
    
 
   
    Currently,  the Funds are Hartford Advisers  Fund, Inc., Hartford Bond Fund,
Inc., Hartford Capital  Appreciation Fund,  Inc., Hartford  Dividend and  Growth
Fund,  Inc.,  Hartford Index  Fund,  Inc., Hartford  International Opportunities
Fund, Inc., Hartford Mortgage Securities Fund, Inc., Hartford Stock Fund,  Inc.,
and  HVA Money Market Fund, Inc.; PCM  Diversified Income Fund, PCM Global Asset
Allocation Fund, PCM Global  Growth Fund, PCM Growth  and Income Fund, PCM  High
Yield  Fund,  PCM  Money  Market  Fund, PCM  New  Opportunities  Fund,  PCM U.S.
Government and High Quality Bond Fund, PCM Utilities Growth and Income Fund, and
PCM Voyager Fund; and the Equity-Income Portfolio, Overseas Portfolio and  Asset
Manager Portfolio. Applicants should read the prospectuses for each of the Funds
accompanying  this Prospectus in  connection with the purchase  of a Policy. The
investment objectives of each of the Funds are as set forth in "Separate Account
VL II," page 21.
    
 
   
    Total fund operating expenses in 1995, including management fees, were  .65%
for  Hartford Advisers Fund;  .68% for Hartford  Capital Appreciation Fund; .53%
for Hartford Bond  Fund; .77% for  Hartford Dividend and  Growth Fund; .39%  for
Hartford  Index Fund; .86%  for Hartford International  Opportunities Fund; .47%
for Hartford Mortgage Securities  Fund; .48% for Hartford  Stock Fund; .45%  for
HVA Money Market Fund; .85% for PCM Diversified Income Fund; .84% for PCM Global
Asset  Allocation Fund; .75% for PCM Global Growth Fund; .57% for PCM Growth and
Income Fund; .79% for PCM High Yield Fund; .57% for PCM Money Market Fund;  .84%
for  PCM New Opportunities Fund;  .70% for PCM U.S.  Government and High Quality
Bond Fund; .78% for PCM Utilities Growth  and Income Fund; .68% for PCM  Voyager
Fund;  .61% for Equity-Income  Portfolio; .91% for  Overseas Portfolio; and .81%
for Asset Manager Portfolio.
    
 
   
    The investment adviser  for the  Hartford Funds is  The Hartford  Investment
Management  Company, a  wholly-owned subsidiary  of Hartford  Life. The Hartford
Investment Management Company, retains a sub-investment adviser with respect  to
some of the Funds. The Putnam Funds are advised by Putnam Investment Management,
Inc., a subsidiary of Putnam Investments, Inc. The Fidelity Funds are managed by
Fidelity Management & Research Company. See "Separate Account VL II," page 21.
    
 
                                       5
<PAGE>
FIXED ACCOUNT
 
   
    Premium  payments and Account  Values allocated to  the Fixed Account become
part of the general assets of Hartford Life. Hartford Life invests the assets of
the General Account in accordance with applicable law governing the  investments
of insurance company general accounts.
    
 
DEDUCTIONS FROM THE PREMIUM
 
    Before  the allocation of the premium to the Account Value, a deduction as a
percentage of premium is made for the premium processing charge, premium tax and
federal tax  charge  and  front-end  sales load.  The  amount  of  each  premium
allocated to the Account Value is Your Net Premium.
 
PREMIUM PROCESSING CHARGE
 
    A  1.25% charge is deducted from each premium payment for premium collection
costs and premium and Policy processing costs.
 
PREMIUM TAX CHARGE AND FEDERAL TAX CHARGE
 
   
    We deduct as  a premium tax  charge a  percentage of each  premium to  cover
premium-based taxes assessed against Hartford Life. This percentage will vary by
locale depending on the tax rates in effect there and is based on the actual tax
imposed. The range is generally between 0% and 4%.
    
 
    We  also deduct a current charge of  1.25% of each premium for federal taxes
imposed under Section 848 of the Code.
 
FRONT-END SALES LOAD
 
    The front-end sales load is a charge deducted from each premium. The current
and maximum front-end  sales load for  premiums Attributable to  the Basic  Face
Amount  up to the Target Premium is 50%  in the first Policy Year, 15% in Policy
Years 2 through 5, 10% in Policy Years  6 through 10, and 2% in Policy Years  11
through 20. After Policy Year 20, the current front-end sales load is 0%, with a
maximum of 2%.
 
    The  current and maximum  front-end sales load  for premiums Attributable to
the Basic Face Amount in excess of the Target Premium is 9% in Policy Year 1, 4%
in Policy Years 2 through 10, and 2% in Policy Years 11 through 20. After Policy
Year 20, the current front-end sales load is 0%, with a maximum of 2%.
 
    The current and maximum front-end  sales load for all premiums  Attributable
to  the Supplemental Face  Amount is 4% in  Policy Years 1 through  10 and 2% in
Policy Years 11 through  20. After Policy Year  20, the current front-end  sales
load is 0%, with a maximum of 2%.
 
    Front-end  sales  loads  which  cover  expenses  relating  to  the  sale and
distribution of the Policies  may be reduced for  certain sales of the  Policies
under  circumstances which may result in  savings of such sales and distribution
expenses.
 
DEDUCTIONS AND CHARGES FROM THE ACCOUNT VALUE
 
    We will subtract amounts from Your Account Value to provide for the  Monthly
Deduction Amount. These will be taken on a Pro Rata Basis from the Fixed Account
and Sub-Accounts on each Monthly Activity Date.
 
    The Monthly Deduction Amount equals:
 
                                       6
<PAGE>
(A) THE COST OF INSURANCE; PLUS
 
(B) THE CHARGES FOR ADDITIONAL BENEFITS PROVIDED BY RIDER, IF ANY; PLUS
 
(C) THE CHARGES FOR "SPECIAL" INSURANCE CLASS RATING, IF ANY; PLUS
 
(D) THE MONTHLY ADMINISTRATIVE FEE AND ISSUE CHARGE; PLUS
 
(E) THE MORTALITY AND EXPENSE RISK CHARGE, PLUS
 
(F) ANY FACE AMOUNT INCREASE FEE.
 
   
    Hartford  Life may  also set  up a  provision for  income taxes  against the
assets of Separate Account VL II.  See "Deductions and Charges from the  Account
Value," page 17 and "Federal Tax Considerations," page 32.
    
 
    Applicants should review the prospectuses for the Funds which accompany this
Prospectus  for a description of the charges assessed against the assets of each
of the Funds.
 
ACCOUNT VALUE
 
   
    As with many other types of insurance policies, each Policy will have a cash
value ("Account  Value"). The  Account  Value of  the  Policy will  increase  or
decrease to reflect the interest credited to the Fixed Account and Loan Account,
investment   experience  of  the  Sub-Accounts  applicable  to  the  Policy  and
deductions for  the Monthly  Deduction Amount.  There is  no minimum  guaranteed
Account  Value and  the Policy  Owner bears  the risk  of the  investment in the
Funds. However, if the Death Benefit guarantee is in effect, the Policy will not
lapse due  to poor  investment  performance. See  "Detailed Description  of  the
Policy Benefits and Provisions -- Account Values," page 9.
    
 
POLICY LOAN
 
   
    A  Policy  Owner may  obtain a  cash loan  from Hartford  Life. The  loan is
secured by  the  Policy. At  the  time a  loan  is requested,  the  Indebtedness
(including  the currently applied  for loan) may  not exceed 90%  of the Account
Value. See "Detailed  Description of  Policy Benefits and  Provisions --  Policy
Loans," page 11.
    
 
CHARGES AGAINST THE FUNDS
 
   
    Separate Account VL II purchases shares of the Funds at net asset value. The
net  asset  value  of the  Fund  shares  reflects investment  advisory  fees and
administrative and other expenses already deducted from the assets of the Funds.
These charges are described herein. See Charges Against the Funds, page 19.
    
 
THE RIGHT TO EXAMINE OR EXCHANGE THE POLICY
 
   
    An  applicant  has  a  limited  right  to  return  his  or  her  Policy  for
cancellation. If the applicant returns the Policy within ten days after delivery
of  the  Policy,  ten days  after  We mail  or  personally deliver  a  Notice of
Withdrawal Right,  or  within  45  days after  completion  of  the  application,
whichever is latest (subject to applicable state regulation), Hartford Life will
return  to  the applicant,  within  seven days  thereafter,  the greater  of the
premium paid, less any Indebtedness, or the  sum of (1) the Account Value,  less
any  Indebtedness, on the date the returned  Policy is received by Hartford Life
or its agent  and (2) any  deductions under Policy  or by the  Funds for  taxes,
charges or fees.
    
 
    In  addition, once the  Policy is in  effect it may  be exchanged during the
first 24 months after its  Date of Issue for  a non-variable last survivor  life
insurance  policy offered by Us  on the life of  the Insureds without submitting
proof of insurability.
 
SURRENDER
 
   
    At any time  prior to  the Maturity  Date, provided  the Policy  has a  Cash
Surrender  Value, You  may surrender  the Policy.  See "Detailed  Description of
Policy Benefits and Provisions," and "Surrender", pages 15.
    
 
TAX CONSEQUENCES
 
   
    The current federal tax  law generally excludes  all death benefit  payments
from   the  gross   income  of   the  Policy   Beneficiary.  See   "Federal  Tax
Considerations," page 32.
    
 
                                       7
<PAGE>
                         DETAILED DESCRIPTION OF POLICY
                            BENEFITS AND PROVISIONS
 
GENERAL
 
    This Prospectus describes  a last  survivor flexible  premium variable  life
insurance  policy where the Purchaser of the Policy has considerable flexibility
in selecting the timing and amount of premium payments.
 
                                    PREMIUMS
 
PREMIUM PAYMENT FLEXIBILITY
 
    You have considerable  flexibility as to  when and in  what amounts You  pay
premiums.
 
    Prior  to issue, You can choose a Planned Premium, within a range determined
by Hartford Life based on the Face  Amount and each Insured's sex (except  where
unisex rates apply), Issue Age and risk classification. We will send You premium
notices  for Planned  Premiums. The  notices may be  sent at  12, 6,  or 3 month
intervals. You may also have  premiums automatically deducted monthly from  Your
checking  account. The Planned Premiums and  payment mode You selected are shown
on the  Policy's  specifications page.  You  may change  the  Planned  Premiums,
subject to Our minimum amount rules then in effect.
 
    The  Policy will not lapse as long as the Cash Surrender Value is sufficient
to cover the  Monthly Deduction  Amounts or the  Death Benefit  guarantee is  in
effect.
 
   
    See also "Lapse and Reinstatement" on page 14 for more details.
    
 
ALLOCATION OF PREMIUM PAYMENTS
 
    The  initial  Net Premium  will be  allocated to  the Hartford  Money Market
Sub-Account on the later of the Policy Date or the date We receive the premium.
 
   
    The value in this Hartford Money  Market Sub-Account will then be  allocated
to  the  Fixed  Account and  Sub-Accounts  according to  the  premium allocation
specified in the application on the latest  of 45 days after the application  is
signed,  ten  days after  We  receive the  premium, ten  days  after We  mail or
personally deliver a  Notice of  Withdrawal Right and  the date  We receive  the
final requirement to put the Policy in force.
    
 
    Any  additional  Net Premiums  received by  Us  prior to  such date  will be
allocated to the Hartford Money Market Sub-Account.
 
   
    Upon written  request,  You  may change  the  premium  allocation.  Portions
allocated to the Fixed Account and Sub-Accounts must be whole percentages of 10%
or  more. Subsequent  Net Premiums  will be allocated  to the  Fixed Account and
Sub-Accounts  according  to  Your  most  recent  instructions,  subject  to  the
following.  Currently, the Account Value  may be allocated to  no more than nine
Sub-Accounts. (Hartford  Life  reserves the  right  to increase  the  number  of
allocable investment options beyond nine.) If We receive a premium and Your most
recent  allocation instructions would violate this requirement, We will allocate
the Net Premium to the Fixed Account and Sub-Accounts on a Pro Rata Basis.
    
 
    The Policy Owner receives several different types of notification as to what
his current premium allocation is. The  initial allocation chosen by the  Policy
Owner  is shown  in the  Policy. And,  each transactional  confirmation received
after a  premium payment  will show  how  that premium  has been  allocated.  In
addition,  each quarterly statement summarizes the current premium allocation in
effect for that Policy.
 
ACCUMULATION UNITS
 
    Net Premiums allocated to the  Sub-Accounts are used to credit  Accumulation
Units to those Sub-Accounts.
 
    The  number of Accumulation  Units in each  Sub-Account to be  credited to a
Policy (including the initial allocation  to Hartford Money Market  Sub-Account)
and  the  amount credited  to  the Fixed  Account  will be  determined  first by
multiplying  the  Net  Premium  by  the  appropriate  allocation  percentage  to
determine the
 
                                       8
<PAGE>
portion  to be invested in the Fixed  Account or Sub-Account. Each portion to be
invested in a Sub-Account is then divided by the Accumulation Unit Value of that
particular Sub-Account next computed following receipt of the payment.
 
ACCUMULATION UNIT VALUES
 
    The Accumulation Unit Value  for each Sub-Account will  vary to reflect  the
investment  experience of  the applicable  Fund and  will be  determined on each
Valuation Day  by multiplying  the  Accumulation Unit  Value of  the  particular
Sub-Account  on the preceding Valuation Day by  a Net Investment Factor for that
Sub-Account for the Valuation Period then  ended. The Net Investment Factor  for
each  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
Hartford Life at the National  Service Center if such  date is a Valuation  Day;
otherwise such determination will be made on the next succeeding date which is a
Valuation Day.
    
 
PREMIUM LIMITATION
 
    If  premiums are received which  would cause the Policy  to fail to meet the
definition of a life  insurance policy in accordance  with the Internal  Revenue
Code, We reserve the right to refund the excess premium payments. We will refund
such  premium payments and  interest thereon within  60 days after  the end of a
Policy Year.
 
    A premium payment that results in  an increase in the Death Benefit  greater
than  the amount of the premium will  be accepted only after We approve evidence
of insurability.
 
   
ACCOUNT VALUES
    
 
    As with traditional life insurance, 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, and the interest credited to the Fixed and Loan
Accounts as well as the Monthly Deduction Amounts.
 
   
    The Account Value of a particular Policy  is related to the net asset  value
of the Funds associated with the Sub-Accounts, if any, to which premium payments
on  the Policy have been allocated. The Account Value in the Sub-Accounts on any
Valuation Day is calculated by multiplying  the number of Accumulation Units  in
each  Sub-Account as of the Valuation Day by the current Accumulation Unit Value
of that Sub-Account and  then summing the result  for all the Sub-Accounts.  The
Account Value equals the Account Value in the Sub-Accounts plus the value of the
Fixed  and Loan  Accounts. The  Cash Surrender  Value, which  is the  net amount
available  upon  surrender  of  the  Policy,  is  the  Account  Value  less  any
Indebtedness. See "The Policy -- Accumulation Unit Values," page 9.
    
 
AMOUNT PAYABLE ON SURRENDER OF THE POLICY
 
   
    As  long as the Policy  is in effect, a Policy  Owner may elect, without the
consent of  the Beneficiary  (provided  the designation  of Beneficiary  is  not
irrevocable),  to fully surrender  the Policy. Upon  surrender, the Policy Owner
will receive the  Cash Surrender Value  determined as of  the day Hartford  Life
receives  the Policy Owner's written request or the date requested by the Policy
Owner, whichever is  later. The Cash  Surrender Value equals  the Account  Value
less  any Indebtedness. The Policy will terminate  on the date of receipt of the
written request,  or the  date the  Policy Owner  requests the  surrender to  be
effective, whichever is later.
    
 
   
LOAD REFUND
    
 
    If  a Policy is  surrendered during the  first two Policy  Years, the Policy
Owner may be entitled to payment of  a refund in addition to the Cash  Surrender
Value.
 
                                       9
<PAGE>
    The  refund will be  equal to the excess,  if any, of the  sum of the actual
front-end sales load charged to date over:
 
1.  THE SUM OF 30%  OF PAYMENTS IN  AGGREGATE AMOUNT LESS THAN  OR EQUAL TO  ONE
GUIDELINE  ANNUAL PREMIUM PLUS 10% OF  PAYMENTS IN AGGREGATE AMOUNT GREATER THAN
ONE GUIDELINE ANNUAL PREMIUM  BUT NOT MORE THAN  TWO GUIDELINE ANNUAL  PREMIUMS;
AND
 
2.  9% OF EACH PAYMENT MADE IN EXCESS OF TWO GUIDELINE ANNUAL PREMIUMS.
 
PARTIAL WITHDRAWALS
 
   
    A  maximum of twelve (12) partial  withdrawals are allowed each Policy Year;
however, only  one (1)  partial  withdrawal is  allowed between  any  successive
Monthly  Activity Dates.  The minimum  partial withdrawal  allowed is  $500. The
maximum partial withdrawal  is the  Cash Surrender  Value, less  $1,000. If  the
Death  Benefit Option then in effect is Option A or Option C, the Face Amount is
reduced by  the  amount of  the  Partial  Withdrawal. The  minimum  Face  Amount
required  after a  partial withdrawal  is subject to  Our rules  then in effect.
Unless specified otherwise,  the Partial Withdrawal  will be deducted  on a  Pro
Rata Basis from the Fixed Account and the Sub-Accounts. Currently, Hartford Life
does not impose a partial withdrawal charge. However, Hartford Life reserves the
right to impose a partial withdrawal charge of up to $50.
    
 
                           TRANSFERS OF ACCOUNT VALUE
 
AMOUNT AND FREQUENCY OF TRANSFERS
 
   
    Upon  request  and as  long as  the Policy  is in  effect, You  may transfer
amounts among  the Fixed  Account and  Sub-Accounts. Transfers  may be  made  by
written  request or by calling toll  free 1-800-231-5453. Transfers by telephone
may be made  by the agent  of record or  by the attorney-in-fact  pursuant to  a
power  of attorney. Telephone transfers may not be permitted in some states. The
policy of Hartford Life and its agents  and affiliates is that they will not  be
responsible  for losses resulting from acting upon telephone requests reasonably
believed to be  genuine. We will  employ reasonable procedures  to confirm  that
instructions  communicated by telephone are genuine; otherwise, We may be liable
for any losses due to unauthorized or fraudulent instructions. The procedures We
follow for transactions initiated by telephone include requirements that callers
provide certain identifying information for themselves (if not the Policy Owner)
and the Policy Owner. All transfer instructions by telephone are tape recorded.
    
 
    The amounts which  may be transferred  and the number  of transfers will  be
limited by Our rules then in effect.
 
    Currently  there are no restrictions on transfers other than those described
below. There is  no charge currently  for the  first four (4)  transfers in  any
Policy  Year. Each subsequent transfer is subject  to a Transfer Charge of up to
$25.
 
    We reserve the right  at a future  date to limit the  size of transfers  and
remaining balances, and to limit the number and frequency of transfers.
 
TRANSFERS TO OR FROM SUB-ACCOUNTS
 
    In  the event of a  transfer from a Sub-Account,  the number of Accumulation
Units credited  to the  Sub-Account from  which  the transfer  is made  will  be
reduced. The reduction will be determined by dividing:
 
                                       10
<PAGE>
1.  THE AMOUNT TRANSFERRED BY,
 
   
2.  THE  ACCUMULATION UNIT VALUE FOR THAT  SUB-ACCOUNT DETERMINED AS OF THE NEXT
VALUATION DAY AFTER WE RECEIVE YOUR REQUEST FOR TRANSFER IN WRITING.
    
 
    In the event of a transfer to a Sub-Account, We will increase the number  of
Accumulation Units credited to the Sub-Account. The increase will equal:
 
1.  THE AMOUNT TRANSFERRED DIVIDED BY,
 
2.  THE  ACCUMULATION UNIT VALUE FOR THAT  SUB-ACCOUNT DETERMINED AS OF THE NEXT
VALUATION DAY AFTER WE RECEIVE YOUR REQUEST FOR TRANSFER IN WRITING.
 
TRANSFERS FROM THE FIXED ACCOUNT
 
    In addition to the  conditions above, transfers from  the Fixed Account  are
subject to the following:
 
(A) THE  TRANSFER  MUST OCCUR  DURING THE  30-DAY  PERIOD FOLLOWING  EACH POLICY
ANNIVERSARY; AND
 
(B) IF THE ACCUMULATED VALUE  IN YOUR FIXED ACCOUNT  EXCEEDS $1,000, THE  AMOUNT
TRANSFERRED  IN ANY  POLICY YEAR MAY  BE NO  LARGER THAN 25%  OF THE ACCUMULATED
VALUE IN THE FIXED ACCOUNT ON THE DATE OF TRANSFER.
 
                                  POLICY LOANS
 
   
    As long as the Policy is in  effect, a Policy Owner may obtain, without  the
consent  of  the Beneficiary  (provided the  designation  of Beneficiary  is not
irrevocable), a cash loan from Hartford Life. The total Indebtedness at the time
of the  new  loan  (including the  accrued  interest  on prior  loans  plus  the
currently applied for loan) may not exceed 90% of the Account Value.
    
 
    The  amount of each  loan will be transferred  on a Pro  Rata Basis from the
Fixed Account and each  of the Sub-Accounts (unless  the Policy Owner  specifies
otherwise)  to the Loan Account. The Loan  Account is a mechanism used to ensure
that any outstanding Indebtedness remains fully secured by the Account Value.
 
LOAN INTEREST
 
    Interest will accrue  daily on  the Indebtedness  at the  Policy Loan  Rate,
which  is the interest rate  as shown in the  Policy. The difference between the
value of the Loan Account and the Indebtedness will be transferred on a Pro Rata
Basis from  the Fixed  Account and  Sub-Accounts  to the  Loan Account  on  each
Monthly Activity Date.
 
CREDITED INTEREST
 
    During  the first ten Policy Years, any  amounts in the Loan Account will be
credited with interest at a  rate equal to the Policy  Loan Rate, minus 2%.  For
Policy Years 11 and beyond, except for Preferred Loans described below, the Loan
Account  will be credited with interest at a  rate equal to the Policy Loan Rate
applicable to that Indebtedness, minus 1%.
 
PREFERRED LOAN
 
    If, any time after the tenth  Policy Anniversary, the Account Value  exceeds
the  total of all premiums paid since  issue, a Preferred Loan is available. The
amount available for a Preferred Loan is  the amount by which the Account  Value
exceeds  total premiums  paid. The  amount of  the Loan  Account which  equals a
Preferred Loan will be credited with interest at a rate equal to the Policy Loan
Rate. The  amount  of  Indebtedness  that  qualifies  as  a  Preferred  Loan  is
determined on each Monthly Activity Date.
 
LOAN REPAYMENTS
 
    You  can repay any part of or the  entire loan at any time while Your Policy
is in force and either  of the Insureds is alive.  The amount of loan  repayment
will  be deducted from  the Loan Account  and will be  allocated among the Fixed
Account and Sub-Accounts in the same percentage as premiums are allocated.
 
                                       11
<PAGE>
TERMINATION DUE TO EXCESSIVE INDEBTEDNESS
 
    If total Indebtedness equals or exceeds  the Account Value, the Policy  will
terminate  61 days after  We have mailed  notice to Your  last known address and
that of any assignees of record. If sufficient loan repayment is not made by the
end of this 61 day period, the Policy will end without value.
 
EFFECT OF LOANS ON ACCOUNT VALUE
 
    A loan, whether or not repaid, will  have a permanent effect on the  Account
Value  because the investment results of each Sub-Account will apply only to the
amount remaining  in  such  Sub-Accounts.  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 is
likely to be. The effect could be favorable or unfavorable. If the Fixed Account
and Sub-Accounts earn more than the annual  interest rate for funds held in  the
Loan  Account, a Policy Owner's Account Value will not increase as rapidly as it
would have had no  loan been made.  If the Fixed  Account and Sub-Accounts  earn
less  than the Loan  Account, the Policy  Owner's Account Value  will be greater
than it  would have  been  had no  loan  been made.  Also,  if not  repaid,  the
aggregate  amount of the  outstanding loan (i.e.,  the Indebtedness) will reduce
the Death Proceeds and Cash Surrender Value otherwise payable.
 
                                 DEATH BENEFIT
 
   
    The Policies provide  for the  payment of the  Death Proceeds  to the  named
Beneficiary  when the  last surviving Insured  under the Policy  dies. 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
selected  by You, the  minimum Death Benefit  provision, and whether  or not the
Death Benefit guarantee is in effect. All  or part of the Death Proceeds may  be
paid  in cash or applied under a "Payment Option." See "Other Matters -- Payment
Options," page 26.
    
 
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 Benefits under each option are:
 
1.  UNDER OPTION A, THE DEATH BENEFIT IS THE FACE AMOUNT.
 
2.  UNDER OPTION B, THE DEATH BENEFIT IS THE FACE AMOUNT PLUS THE ACCOUNT VALUE.
 
3.  UNDER  OPTION C, THE  DEATH BENEFIT IS THE  FACE AMOUNT PLUS  THE SUM OF THE
PREMIUMS PAID.
 
OPTION CHANGE
 
   
    You may change Your  Death Benefit Option  to Option A  or Option B  without
evidence  of insurability. If a  change to Option A  is elected, the Face Amount
will become that amount  available as a Death  Benefit immediately prior to  the
option  change. If a change to Option B  is elected, 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. Changing  your Death Benefit  Option
does  not result in  any Policy fees  or charges. However,  you should consult a
competent tax adviser regarding the possible adverse tax consequences  resulting
from a change in your Death Benefit Option.
    
 
    Any  unscheduled increase in the  Face Amount will be  deemed an increase in
the Supplemental Face Amount.
 
DEATH BENEFIT GUARANTEE
 
    If the  Death Benefit  guarantee is  in effect,  payment of  the Basic  Face
Amount  upon  the  death  of  the  last  surviving  Insured  will  be guaranteed
regardless of the Policy's investment  performance. The Death Benefit  guarantee
is in effect if:
 
                                       12
<PAGE>
(A) THE DEATH BENEFIT GUARANTEE PERIOD HAS NOT EXPIRED;
 
(B) THE  SUPPLEMENTAL FACE AMOUNT HAS NEVER  EXCEEDED NOR IS SCHEDULED TO EXCEED
THE BASIC FACE AMOUNT;
 
(C) ON EACH MONTHLY ACTIVITY DATE, THE CUMULATIVE PREMIUMS PAID INTO THE POLICY,
LESS WITHDRAWALS FROM THE POLICY, EQUAL  OR EXCEED THE CUMULATIVE DEATH  BENEFIT
GUARANTEE PREMIUM.
 
    The  Death Benefit guarantee period will expire at the end of: (1) the first
ten Policy  Years, or  (2) the  life expectancy  of the  last surviving  Insured
(based  on  the  1980  Commissioners'  Standard  Ordinary  Mortality  Smoker  or
Nonsmoker Table,  age last  birthday),  whichever period  was chosen  under  the
Policy.
 
MINIMUM DEATH BENEFIT
 
    Notwithstanding  the above,  there is a  minimum Death Benefit  equal to the
Account Value  multiplied  by  a  percentage  specified  in  Your  Policy.  This
percentage  varies according to  each Insured's Issue Age,  the Policy Year, sex
(where unisex rates are not used) and  insurance class, but may be increased  by
You in the application.
 
    EXAMPLES OF THE MINIMUM DEATH BENEFIT:
 
<TABLE>
<CAPTION>
                                                                                        A            B
                                                                                   -----------  -----------
<S>                                                                                <C>          <C>
Face Amount......................................................................  $   100,000  $   100,000
Account Value on Date of Death...................................................       46,500       34,000
Specified Percentage.............................................................         250%         250%
Death Benefit Option.............................................................        Level        Level
</TABLE>
 
    In  Example A, the minimum Death  Benefit equals $116,250, i.e., the greater
of $100,000 (the  Face Amount) or  $116,250 (the  Account Value at  the Date  of
Death  of $46,500, multiplied by the  specified percentage of 250%). This amount
less any outstanding loans constitutes the Death Proceeds which We would pay  to
the Beneficiary.
 
    In  Example B, the minimum  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%).
 
SUPPLEMENTAL FACE AMOUNT
 
    If  You selected Supplemental Face Amount  coverage on Your application, the
amount is shown on  the Policy's specifications page,  subject to any  scheduled
changes  You instructed in application and any unscheduled changes, as described
below. You may discontinue a scheduled  increase by written request. A  decrease
in Face Amount, other than as a result of a partial withdrawal, will affect Your
scheduled increases.
 
UNSCHEDULED INCREASES AND DECREASES IN FACE AMOUNT
 
    At  any time after  the first Policy Year,  You may request  a change in the
Face Amount by writing to Us.
 
    The minimum amount by which the Face Amount can be increased or decreased is
based on Our rules then in effect.
 
    Any unscheduled increase in  the Face Amount will  be deemed an increase  in
the  Supplemental Face Amount. All requests to  increase the Face Amount must be
applied for on  a new application  and accompanied by  the Policy. All  requests
will  be subject  to evidence of  insurability satisfactory to  Us. Any increase
approved by  Us  will  be  effective  on  the  date  shown  on  the  new  Policy
specifications  page provided that  the deduction for the  Cost of Insurance for
the first month is made.
 
    Each unscheduled increase in  Face Amount is subject  to an increase fee  of
$.05  per thousand dollars of each increase  per month for the first five Policy
Years from the date of each increase.
 
    A decrease in the Face Amount will be effective on the Monthly Activity Date
following the date We receive the request. The remaining Face Amount must not be
less than Our minimum rules then in  effect. Decreases will be applied first  to
the Supplemental Face Amount and then to the Basic Face Amount.
 
    We  reserve the  right to  limit the number  of increases  or decreases made
under the Policy to no more than one in any 12 month period.
 
                                       13
<PAGE>
                              BENEFITS AT MATURITY
 
    If either Insured is living on the Maturity Date, on surrender of the Policy
to Hartford Life, Hartford Life will pay to the Policy Owner the Cash  Surrender
Value.  On the Maturity Date,  the Policy will terminate  and Hartford Life will
have no further obligations under the Policy.
 
                            LAPSE AND REINSTATEMENT
 
POLICY LAPSE AND GRACE PERIOD
 
   
    The Policy will be in default on any Monthly Activity Date on which the Cash
Surrender Value  is not  sufficient to  cover the  Monthly Deduction  Amount.  A
61-day  period called the  "Grace Period" will  begin from the  date of default.
Hartford Life will mail the Owner and any assignee written notice of the  amount
of  premium that will  be required to continue  the Policy in  force at least 30
days before  the end  of the  Grace Period.  The premiums  required will  be  no
greater  than the amount required  to pay three Monthly  Deduction Amounts as of
the day the Grace Period began. Unless the Death Benefit Guarantee is in effect,
the Policy will terminate without value if  the required premium is not paid  by
the  end of the  Grace Period. If the  Death Benefit guarantee  is in effect and
sufficient premium has not been paid by  the end of the Grace Period, the  Death
Benefit  will be reduced to the Basic Face  Amount and any riders will no longer
be in force. If the last surviving Insured dies during the Grace Period, We will
pay the Death Proceeds.
    
 
DEATH BENEFIT GUARANTEE DEFAULT AND GRACE PERIOD
 
    If the cumulative premiums, less withdrawals, are not sufficient to maintain
the Death Benefit guarantee in effect, the lapse and Grace Period provisions for
the Death Benefit guarantee will apply as follows:
 
    On every Monthly Activity Date during the Death Benefit guarantee period, We
will  compare  the  cumulative  premiums  received,  less  withdrawals,  to  the
Cumulative  Death  Benefit Guarantee  Premium  for the  Death  Benefit guarantee
period in effect.
 
    If the cumulative  premiums received,  less withdrawals, are  less than  the
Cumulative  Death Benefit Guarantee Premium, the Death Benefit guarantee will be
deemed to be in default as of that  Monthly Activity Date. A Grace Period of  61
days  from the date of default will begin. We will mail the Policy Owner and any
assignee written notice of the amount of premium required to continue the  Death
Benefit guarantee.
 
    At  the end of the Grace Period under a ten-year guarantee period, the Death
Benefit guarantee will be removed  from the Policy if  We have not received  the
amount  of the required premium. You will  receive a written notification of the
change.
 
    At the  end of  the Grace  Period under  the last  survivor life  expectancy
guarantee period, the Death Benefit guarantee will be removed from the Policy if
We  have  not  received the  amount  of  the required  premium,  subject  to the
following exception: If  the Policy is  in the  first ten Policy  Years and  the
cumulative  premiums received, less withdrawals,  equal or exceed the Cumulative
Death Benefit Guarantee  Premium for  the ten-year  period, We  will change  the
Death  Benefit guarantee  period to ten  years. In  this case, We  will send You
notification of:
 
(A) THE TEN-YEAR PERIOD MEASURED FROM THE POLICY DATE; AND
 
(B) THE ANNUAL DEATH BENEFIT GUARANTEE PREMIUM FOR THAT TEN-YEAR PERIOD.
 
REINSTATEMENT
 
    Unless the Policy has been surrendered,  the Policy may be reinstated  prior
to the Maturity Date, provided:
 
                                       14
<PAGE>
(A) THE INSUREDS ALIVE AT THE END OF THE GRACE PERIOD ARE ALSO ALIVE ON THE DATE
OF REINSTATEMENT;
 
(B) YOU MAKE YOUR REQUEST WITHIN FIVE YEARS;
 
(C) SATISFACTORY EVIDENCE OF INSURABILITY IS SUBMITTED;
 
(D) ANY POLICY LOAN IS REPAID OR REINSTATED; 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 THE POLICY IN FORCE  FOR
THREE MONTHS AFTER THE DATE OF REINSTATEMENT.
 
    The Account Value on the reinstatement date will reflect:
 
(A) THE ACCOUNT VALUE AT THE TIME OF TERMINATION; PLUS
 
(B) NET PREMIUMS DERIVED FROM PREMIUMS PAID AT THE TIME OF REINSTATEMENT.
 
                                       15
<PAGE>
    Upon  reinstatement, any  Indebtedness at  the time  of termination  must be
repaid or carried over to the reinstated Policy.
 
                  THE RIGHT TO EXAMINE OR EXCHANGE THE POLICY
 
   
    An applicant has a limited right to return a Policy for cancellation. If the
Policy is returned,  by mail or  personal delivery  to Hartford Life  or to  the
agent  who sold the Policy, to be canceled within ten days after delivery of the
Policy to  the  Policy Owner,  within  10 days  of  Hartford Life's  mailing  or
personal  delivery  of a  Notice  of Right  to Withdraw,  or  within 45  days of
completion of  the  Policy  application  (whichever is  later,  and  subject  to
applicable state regulation), Hartford Life will return to the applicant, within
seven  days thereafter, the greater of  the premium paid, less any Indebtedness,
or the sum  of (1) the  Account Value, less  any Indebtedness, on  the date  the
returned Policy is received by Hartford Life or its agent and (2) any deductions
under the Policy or by the Funds for taxes, charges or fees.
    
 
    Once the Policy is in effect, it may be exchanged during the first 24 months
after  its  issuance, for  a non-variable  last  survivor life  insurance policy
offered by  Us or  an affiliate  on the  life of  the Insureds.  No evidence  of
insurability  will be required. The new policy will have an amount at risk which
equals or is less  than the amount at  risk in effect on  the date of  exchange.
Premiums  under the new policy will be based on the same risk classifications as
this Policy. An  exchange of the  Policy under these  circumstances should be  a
tax-free transaction under Section 1035 of the Code.
 
                                   SURRENDER
 
    At  any time  prior to  the Maturity  Date, provided  the Policy  has a Cash
Surrender Value, You may surrender  the Policy to Us. We  will pay You the  Cash
Surrender  Value. Our liability  under the Policy  will cease as  of the date of
Your request.
 
                      VALUATION OF PAYMENTS AND TRANSFERS
 
    We value the Policy on every Valuation Day.
 
    We will pay Death Proceeds, Cash Surrender Values, Partial Withdrawals,  and
loan  amounts  allocable to  the  Sub-Accounts within  seven  (7) 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  Securities and Exchange  Commission ("SEC") or  that the SEC
declares that an emergency exists.
 
   
    Hartford Life  may  defer  payment  of any  amounts  not  allocable  to  the
Sub-Accounts for up to six months from the date on which We receive the request.
    
 
                            APPLICATION FOR A POLICY
 
   
    Individuals  wishing  to purchase  a Policy  must  submit an  application to
Hartford Life. Within limits, an applicant may choose the initial Face Amount. A
Policy generally will be issued only on  the lives of Insureds between the  ages
of  20 and 80 who supply evidence of insurability satisfactory to Hartford Life.
(Hartford Life may extend the age 80 limit to higher ages for the older Insured,
in which case certain  age and risk classification  restrictions on the  younger
Insured will apply.) Acceptance is subject to Hartford Life's underwriting rules
and Hartford Life reserves the right to reject an application for any reason. No
change  in the terms or conditions of a  Policy will be made without the consent
of the Policy Owner.
    
 
   
    The Policy will be effective on the Policy Date only after Hartford Life has
received all outstanding delivery requirements and received the initial premium.
The Policy Date is the date  used to determine all future cyclical  transactions
on the Policy, e.g., Monthly Activity Date, Policy Months and Policy Years.
    
 
                                       15
<PAGE>
                      REDUCED CHARGES FOR ELIGIBLE GROUPS
 
    Certain  of the  charges and deductions  described below may  be reduced for
Policies issued in connection with a specific plan in accordance with Our  rules
in effect as of the date an application for a Policy is approved. To qualify for
such  a reduction, a plan must satisfy certain criteria as to, for example, 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
for  the  plan's  members.  The  amount  of  reduction  and  the  criteria   for
qualification  will reflect 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 funded by Separate Account VL II.
 
                          DEDUCTIONS FROM THE PREMIUM
 
    Before  the allocation of the premium to the Account Value, a deduction as a
percentage of premium is made for the premium processing charge, premium tax and
federal tax  charge  and  front-end  sales load.  The  amount  of  each  premium
allocated to the Account Value is Your Net Premium.
 
PREMIUM PROCESSING CHARGE
 
    A  1.25% charge is deducted from each premium payment for premium collection
costs and premium and Policy processing costs.
 
PREMIUM TAX CHARGE AND FEDERAL TAX CHARGE
 
   
    We deduct as  a premium tax  charge a  percentage of each  premium to  cover
premium-based taxes assessed against Hartford Life. This percentage will vary by
locale depending on the tax rates in effect there and is based on the actual tax
imposed. The range is generally between 0% and 4%.
    
 
    We  also  deduct a  1.25%  charge from  each  premium payment  to  cover the
estimated costs  to Us  of the  federal income  tax treatment  of the  Policies'
deferred  acquisition costs  under Section 848  of the Code.  We have determined
that this charge is reasonable in  relation to our increased federal income  tax
burden under the Code resulting from the receipt of premiums.
 
FRONT-END SALES LOAD
 
    The front-end sales load is a charge deducted from each premium based on the
(1) amount of premium paid in relation to the Target Premium, (2) Policy Year in
which  the premium is  paid, and (3)  amount of the  premium Attributable to the
Basic Face Amount and to the Supplemental Face Amount. See "Special Terms" for a
discussion of "Target Premium".
 
    The current and maximum  front-end sales load  for premiums Attributable  to
the  Basic Face Amount up to the Target Premium is 50% in the first Policy Year,
15% in Policy Years  2 through 5, 10%  in Policy Years 6  through 10, and 2%  in
Policy  Years 11 through 20.  After Policy Year 20,  the current front-end sales
load is 0%, with a maximum of 2%.
 
    The current and maximum  front-end sales load  for premiums Attributable  to
the Basic Face Amount in excess of the Target Premium is 9% in Policy Year 1, 4%
in Policy Years 2 through 10, and 2% in Policy Years 11 through 20. After Policy
Year 20, the current front-end sales load is 0%, with a maximum of 2%.
 
    The  current and maximum front-end sales  load for all premiums Attributable
to the Supplemental Face  Amount is 4% in  Policy Years 1 through  10 and 2%  in
Policy  Years 11 through 20.  After Policy Year 20,  the current front-end sales
load is 0%, with a maximum of 2%.
 
    Front-end sales loads which cover expenses reduced for certain sales of  the
Policies  under  circumstances which  may result  in savings  of such  sales and
distribution expenses.
 
                                       16
<PAGE>
EXAMPLES OF FRONT-END SALES LOADS/IMPACT OF REFUND OF LOAD
 
   
    An example of the actual Front-End Sales Loads and the impact of the  refund
of  the load, if  any (see "Refund  of Loads," page  17), for a  Policy is shown
below. This example uses  the same specific information  (i.e., Issue Age,  Face
Amount, premium level, etc.) as the illustration on page  of the prospectus.
    
 
   
<TABLE>
          <S>                          <C>
          Death Benefit Option:        Level
          Face Amount:                 $1,000,000 Basic
                                       Face Amount
          Issue Ages/Sex/Class:        65/Male/Preferred
                                       65/Female/Preferred
          Guideline Annual Premium:    $36,042.00
          Annual Planned Premium:      $27,000.00
</TABLE>
    
 
   
<TABLE>
<CAPTION>
               IMPACT OF FRONT-END SALES LOAD/REFUND OF LOADS
- -----------------------------------------------------------------------------
                               CUMULATIVE     CUMULATIVE
    POLICY       CUMULATIVE     FRONT-END   NON-REFUNDABLE   AMOUNT OF REFUND
     YEAR       PREMIUM PAID   SALES LOADS   SALES LOADS      UPON SURRENDER
- --------------  ------------   -----------  --------------   ----------------
<S>             <C>            <C>          <C>              <C>
      1          $27,000.00    $ 12,771.00    $ 8,098.96        $4,672.04
      2           54,000.00      16,602.30     12,548.31         4,053.99
</TABLE>
    
 
                 DEDUCTIONS AND CHARGES FROM THE ACCOUNT VALUE
 
MONTHLY DEDUCTION AMOUNTS
 
   
    On  the Policy Date  and on each subsequent  Monthly Activity Date, Hartford
Life will deduct  an amount (the  "Monthly Deduction Amount")  from the  Account
Value  to  cover certain  charges  and expenses  incurred  in connection  with a
Policy. Each Monthly Deduction Amount will be deducted on a Pro Rata Basis  from
the  Fixed Account  and each of  the Sub-Accounts. The  Monthly Deduction Amount
will vary from month to month.
    
 
    The Monthly Deduction Amount equals:
 
(A) THE CHARGE FOR THE COST OF INSURANCE; PLUS
 
(B) THE CHARGES FOR ADDITIONAL BENEFITS PROVIDED BY RIDER, IF ANY; PLUS
 
(C) THE CHARGES FOR "SPECIAL" INSURANCE CLASS RATING, IF ANY; PLUS
 
(D) THE MONTHLY ADMINISTRATIVE FEE AND ISSUE CHARGE; PLUS
 
(E) THE MORTALITY AND EXPENSE RISK CHARGE; PLUS
 
(F) ANY FACE AMOUNT INCREASE FEE.
 
       (A)
        COST OF INSURANCE CHARGE
 
        The charge for the Cost of Insurance is equal to:
 
        (i) the Cost of Insurance rate per $1,000; multiplied by
 
        (ii) the amount at risk; divided by
 
        (iii) $1,000
 
        The amount at risk  equals the Death Benefit  less the Account Value  on
    that date, prior to assessing the Monthly Deduction Amount.
 
   
        The  Cost of  Insurance charge is  to cover  Hartford Life's anticipated
    mortality costs. For  standard risks, the  Cost of Insurance  rate will  not
    exceed  those based on  the 1980 Commissioners'  Standard Ordinary Mortality
    Smoker or Nonsmoker Table, age last birthday. A table of guaranteed Cost  of
    Insurance  rates  per  $1,000  will be  included  in  each  Policy; however,
    Hartford Life reserves the right to use  rates less than those shown in  the
    table.  Substandard risks  will be charged  a higher Cost  of Insurance rate
    that will not exceed  rates based on a  multiple of the 1980  Commissioners'
    Standard  Ordinary Mortality Smoker  or Nonsmoker Table,  age last birthday.
    The multiple will be based on the Insureds' risk classes. Hartford Life will
    determine the Cost of Insurance rate at  the start of each Policy Year.  Any
    changes in the
    
 
                                       17
<PAGE>
    Cost  of Insurance rate will be made  uniformly for all Insureds of the same
    issue ages, sexes and risk classes  and whose coverage has been inforce  for
    the  same length of time. No change in insurance class or cost will occur on
    account of deterioration of the Insureds' health.
 
        Because the Account Value and the Death Benefit under a Policy may  vary
    from  month to  month, the Cost  of Insurance  charge may also  vary on each
    Monthly Activity Date.
 
   
        On each Monthly Activity Date during the last 25 Policy Years before the
    Maturity Date, Hartford Life will apply a discount to the Cost of  Insurance
    rate  if You qualify for this discount.  The discount is 10% times the ratio
    of the Basic Face Amount  at issue to the Face  Amount at issue as shown  on
    the  Policy specification page. To qualify for the discount, the Policy must
    have been  in force  at least  15 Policy  Years and  the ratio  of the  then
    current  Account Value to the then current Death Benefit must at least equal
    the qualifying ratio  described below. The  qualifying ratio is  0% with  25
    Policy  Years  remaining  until the  Maturity  Date and  increases  by three
    percentage points thereafter. For example,  with ten Policy Years  remaining
    until  the Maturity Date  the qualifying ratio  is 45%, and  with one Policy
    Year remaining  the  qualifying ratio  is  72%.  This discount  may  not  be
    available in all states.
    
 
       (b)
        Rider Charge
 
        If the Policy includes riders, a charge is made applicable to the riders
    from the Account Value on each Monthly Activity Date.
 
   
        The charge applicable to these riders is to compensate Hartford Life for
    anticipated  cost  of  providing these  benefits  and are  specified  on the
    applicable rider.
    
 
   
        The riders  available  are  described on  page  27  under  "Supplemental
    Benefits" section.
    
 
       (c)
        Special Class Charge
 
   
        A  charge for a special insurance class rating of an Insured may be made
    against the  Account Value,  if  applicable. This  charge is  to  compensate
    Hartford  Life for the additional mortality risk associated with individuals
    in these classes.
    
 
       (d)
        Monthly Administrative Fee and Issue Charge
 
   
        Hartford Life  will  assess  a current  Monthly  Administrative  Fee  to
    compensate  Hartford Life  for administrative  costs in  connection with the
    Policies. The current  Monthly Administrative Fee  is the sum  of $7.50  per
    month,  plus $0.01 per month  per thousand of Face  Amount at issue, paid in
    Policy Years 1 through 10. On a blended-rate basis, the charge is guaranteed
    never to exceed for all Policy Years the sum of $10.00 per month plus  $0.03
    per  month per thousand of  Basic Face Amount at  issue and $15.00 per month
    plus $0.05 per month per thousand of Supplemental Face Amount at issue. This
    guaranteed charge is a blended rate based on the ratio of the initial  Basic
    Face Amount and the Supplemental Face Amount to the initial Face Amount. For
    example,  if  the initial  Basic Face  Amount was  $200,000 and  the initial
    Supplemental Face Amount was $50,000, then  the ratio of initial Basic  Face
    Amount  to initial Face Amount is .80 ($200,000 divided by $250,000) and the
    ratio of initial  Supplemental Face  Amount to  initial Face  Amount is  .20
    ($50,000 divided by $250,000). The blended guaranteed charge would be $11.00
    per  month (.80 times $10 plus .20 times $15) and $.034 per thousand of Face
    Amount (.80 times $.03 plus .20 times $.05).
    
 
   
        In addition, in the  first five Policy Years,  there is a monthly  Issue
    Charge  to compensate Hartford Life for the up-front costs to underwrite and
    issue a Policy. The Issue Charge is the  sum of $20 per month for the  first
    five  Policy  Years plus  $.05 per  $1000 of  Face Amount  at Issue  Date or
    unscheduled Supplemental Face Amount increase  per month for the first  five
    years from Date of Issue or increase.
    
 
   
        The  sum of the  Premium Processing Charges,  the Monthly Administrative
    Fee and the Issue Charge  will not exceed the  cost Hartford Life incurs  in
    providing administrative services under the Policies.
    
 
       (e)
        Mortality and Expense Risk Charge
 
   
        A  current charge  is made  for mortality  and expense  risks assumed by
    Hartford Life. This charge is allocated to Hartford Life's General  Account.
    Hartford  Life may profit  from this charge. See  also, "Policy Benefits and
    Rights -- Account Values," page 9.
    
 
        The current Mortality and Expense  Risk Charge for any Monthly  Activity
    Date is equal to:
 
        (i) the current Mortality and Expense Risk Rate; multiplied by
 
                                       18
<PAGE>
        (ii)  the portion of  the Account Value allocated  to the Sub-Account on
    the Monthly Activity Date prior to assessing the Monthly Deduction Amount.
 
        The current and guaranteed Mortality and Expense Risk Rate for the first
    ten Policy Years  is 0.80%.  After the tenth  Policy Year,  the current  and
    maximum  Rate is 0.80% on the first  $100,000 of Account Value as determined
    just prior to  the Monthly Deduction.  On the remaining  Account Value,  the
    current  Rate  is 0.25%  and the  maximum  Rate is  0.40% for  Account Value
    Attributable  to  the  Basic  Face  Amount  and  0.50%  for  Account   Value
    Attributable to the Supplemental Face Amount.
 
        The  mortality risk assumed is that the actual Cost of Insurance charges
    specified in the  Policy will  be insufficient  to meet  actual claims.  The
    expense  risk assumed is that expenses incurred in issuing and administering
    the Policies  will exceed  the  administrative charges  set in  the  Policy.
    Hartford  Life may profit from the mortality and expense risk charge and may
    use any profits for any proper purpose, including any difference between the
    cost it  incurs  in  distributing  the Policies  and  the  proceeds  of  the
    front-end sales load.
 
CHARGES AGAINST THE FUNDS
 
    The  investment advisers charge the Funds  an investment management fee on a
daily basis as  compensation for  services. The  following Table  shows the  fee
charged for each Fund available for investment by Policy Owners.
<TABLE>
<CAPTION>
                                                           ANNUAL INVESTMENT MANAGEMENT FEE
                                                              AS A PERCENTAGE OF AVERAGE
HARTFORD FUNDS                                                     DAILY NET ASSETS
- ------------------------------------------------  --------------------------------------------------
<S>                                               <C>
Hartford Capital Appreciation Fund, Inc.,
  Hartford Advisers Fund, Inc.,
  Hartford International Opportunities Fund,
  Inc.,
  Hartford Dividend and Growth Fund, Inc........  .575% of the first $250 million of average net
                                                  assets
                                                  .525% of the next $250 million of average net
                                                  assets
                                                  .475% of the next $250 million of average net
                                                  assets
                                                  .425% of any amount over $1.0 billion
Hartford Bond Fund, Inc.,
  Hartford Stock Fund, Inc......................  .325% of the first $250 million of average net
                                                  assets
                                                  .300% of the next $250 million of average net
                                                  assets
                                                  .275% of the next $250 million of average net
                                                  assets
                                                  .250% of any amount over 1.0 billion
Hartford Index Fund, Inc........................  .20%
Hartford Mortgage Securities Fund, Inc.,
  HVA Money Market Fund, Inc....................  .25%
 
<CAPTION>
 
PUTNAM FUNDS
- ------------------------------------------------
<S>                                               <C>
PCM Diversified Income Fund,
  PCM Global Asset Allocation Fund,
  PCM High Yield Fund,
  PCM New Opportunities Fund,
  and PCM Voyager Fund..........................  .70% of the first $500 million of average net
                                                  assets
                                                  .60% of the next $500 million of average net
                                                  assets
                                                  .55% of the next $500 million of average net
                                                  assets
                                                  .50% of any amount over $1.5 billion
PCM Growth and Income Fund......................  .65% of the first $500 million of average net
                                                  assets
                                                  .55% of the next $500 million of average net
                                                  assets
                                                  .50% of the next $500 million of average net
                                                  assets
                                                  .45% of any amount over $1.5 billion
PCM Money Market Fund...........................  .45% of the first $500 million of average net
                                                  assets
                                                  .35% of the next $500 million of average net
                                                  assets
                                                  .30% of the next $500 million of average net
                                                  assets
                                                  .25% of any amount over $1.5 billion
</TABLE>
 
                                       19
<PAGE>
   
<TABLE>
<CAPTION>
                                                           ANNUAL INVESTMENT MANAGEMENT FEE
                                                              AS A PERCENTAGE OF AVERAGE
PUTNAM FUNDS                                                       DAILY NET ASSETS
- ------------------------------------------------  --------------------------------------------------
<S>                                               <C>
PCM U.S. Government and High Quality Bond
  Fund..........................................  .65% of the first $500 million of average net
                                                  assets
                                                  .55% of the first $500 million of average net
                                                  assets
                                                  .50% of the next $500 million of average net
                                                  assets
                                                  .45% of the next $5 billion of average net assets
                                                  .425% of the first $5 billion of average net
                                                  assets
                                                  .405% of the first $5 billion of average net
                                                  assets
                                                  .39% of the next $5 billion of average net assets
                                                  .38% of any excess thereafter
PCM Global Growth Fund and
  PCM Utilities Growth and Income Fund..........  .60%
<CAPTION>
 
FIDELITY FUNDS
- ------------------------------------------------
<S>                                               <C>
Equity-Income Portfolio.........................  .52%
Overseas Portfolio..............................  .77%
Asset Manager Portfolio.........................  .72%
</TABLE>
    
 
TAXES
 
    Currently,  no charge is made to Separate  Account VL II for federal, state,
and local taxes that may be allocable to Separate Account VL II. A change in the
applicable federal, state or  local tax laws which  impose tax on Hartford  Life
and/or  Separate Account VL II may result in  a charge against the Policy in the
future. Charges for other taxes, if any, allocable to Separate Account VL II may
also be made.
 
                                  THE COMPANY
 
   
    Hartford  Life   Insurance   Company  ("Hartford   Life")   was   originally
incorporated   under  the  laws  of  Massachusetts  on  June  5,  1902.  It  was
subsequently redomiciled to Connecticut.  It is a  stock life insurance  company
engaged  in the business  of writing health and  life insurance, both individual
and group, in all states of the United States and the District of Columbia.  The
offices  of Hartford  Life are  located in  Simsbury, Connecticut;  however, its
mailing address is P.O. Box 2999, Hartford, CT 06102-2999.
    
 
   
    Hartford Life is ultimately 100%  owned by Hartford Fire Insurance  Company,
one  of the largest multiple  lines insurance carriers in  the United States. On
December 20,  1995,  Hartford  Fire Insurance  Company  became  an  independent,
publicly traded corporation.
    
 
   
    Hartford  Life is rated A+ (superior) by  A.M. Best and Company, Inc. on the
basis of its  financial soundness  and operating performance.  Hartford Life  is
rated  AA+ by both  Standard & Poor's  and Duff and  Phelps on the  basis of its
claims paying ability.
    
 
   
    These ratings  do not  apply to  the performance  of the  Separate  Account.
However,  the contractual obligations under  this variable life insurance policy
are the general corporate obligations of  Hartford Life. These ratings do  apply
to Hartford Life's ability to meet its insurance obligations under the Policy.
    
 
   
    Hartford  Life is subject  to Connecticut law  governing insurance companies
and is regulated and supervised by the Connecticut Commissioner of Insurance. An
annual statement in a prescribed form must be filed with the Commissioner on  or
before  March 1st in each year covering  the operations of Hartford Life for the
preceding year and its financial condition on December 31st of such year.
    
 
    Its  books  and  assets  are  subject  to  review  or  examination  by   the
Commissioner  or  his  agents  at  all times,  and  a  full  examination  of its
operations is conducted by the  National Association of Insurance  Commissioners
at  least once in every four years. In addition, Hartford Life is subject to the
insurance laws  and  regulations of  any  jurisdiction  in which  it  sells  its
insurance  policies. Hartford Life is also  subject to various federal and state
securities laws and regulations.
 
                                       20
<PAGE>
                             SEPARATE ACCOUNT VL II
 
GENERAL
 
   
    Separate Account VL II is a separate account of Hartford Life established on
September 30, 1994 pursuant  to the insurance laws  of the State of  Connecticut
and  organized as  a unit  investment trust  registered with  the Securities and
Exchange Commission under the Investment  Company Act of 1940. Separate  Account
VL  II meets the definition of  "separate account" under federal securities law.
Under Connecticut law, the assets of Separate Account VL II are held exclusively
for the benefit  of Policy  Owners and persons  entitled to  payments under  the
Policies.  The  assets  for  Separate  Account VL  II  are  not  chargeable with
liabilities arising out of any other business which Hartford Life may conduct.
    
 
FUNDS
 
    The assets  of each  Sub-Account  of Separate  Account  VL II  are  invested
exclusively  in one of the  Funds. A Policy Owner  may allocate premium payments
among  the  Sub-Accounts.  Policy  Owners  should  review  the  following  brief
descriptions  of the  investment objectives of  each of the  Funds in connection
with that allocation. There is no assurance  that any of the Funds will  achieve
its  stated objectives. Policy Owners are  also advised to read the prospectuses
for  each  of  the  Funds   accompanying  this  prospectus  for  more   detailed
information.
 
                                 HARTFORD FUNDS
 
 HARTFORD ADVISERS FUND, INC.
 
        To  achieve  maximum  long term  total  rate of  return  consistent with
    prudent investment  risk  by investing  in  common stock  and  other  equity
    securities,  bonds and other debt  securities, and money market instruments.
    The investment adviser will  vary the investments of  the Fund among  equity
    and debt securities and money market instruments depending upon its analysis
    of market trends. Total rate of return consists of current income, including
    dividends, interest and discount accruals and capital appreciation.
 
 HARTFORD BOND FUND, INC.
 
        To  achieve  maximum  current  income  consistent  with  preservation of
    capital by investing primarily in bonds.
 
 HARTFORD CAPITAL APPRECIATION FUND, INC.
 
   
        To achieve  growth of  capital  by investing  in equity  securities  and
    securities  convertible into equity securities  selected solely on the basis
    of potential  for capital  appreciation; income,  if any,  is an  incidental
    consideration.
    
 
 HARTFORD DIVIDEND AND GROWTH FUND, INC.
 
        To  achieve a  high level  of current  income consistent  with growth of
    capital and  reasonable investment  risk by  investing primarily  in  equity
    securities and securities convertible into equity securities.
 
 HARTFORD INDEX FUND, INC.
 
   
        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.*
    
 
   
*"STANDARD  & POOR'S", "S &P", "S&P 500", "STANDARD & POOR'S 500", AND "500" ARE
 TRADEMARKS OF THE MCGRAW-HILL COMPANIES, INC. AND HAVE BEEN LICENSED FOR USE BY
 HARTFORD LIFE INSURANCE COMPANY. THE  HARTFORD INDEX FUND, INC. ("INDEX  FUND")
 IS  NOT SPONSORED, ENDORSED, SOLD OR PROMOTED  BY STANDARD & POOR'S ("S&P") AND
 S&P MAKES  NO REPRESENTATION  REGARDING THE  ADVISABILITY OF  INVESTING IN  THE
 INDEX FUND.
    
 
                                       21
<PAGE>
 HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.
 
        To  achieve long-term  total return  consistent with  prudent investment
    risk through investment  primarily in  equity securities  issued by  foreign
    companies.
 
 HARTFORD MORTGAGE SECURITIES FUND, INC.
 
        To  achieve 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 ("GNMA").
 
 HARTFORD STOCK FUND, INC.
 
        To  achieve   long-term  capital   growth  primarily   through   capital
    appreciation,  with  income  a  secondary  consideration,  by  investing  in
    equity-type securities.
 
 HVA MONEY MARKET FUND, INC.
 
        To  achieve  maximum  current  income  consistent  with  liquidity   and
    preservation of capital by investing in money market securities.
 
                                  PUTNAM FUNDS
 
 PCM DIVERSIFIED INCOME FUND
 
   
        Seeks  high  current  income  consistent  with  capital  preservation by
    investing in the  following three  sections of the  fixed income  securities
    markets:  U.S. Government Sector, High Yield Sector (which invests primarily
    in what are commonly referred to as "junk bonds"), and International Sector.
    See the  Special Considerations  for investments  in high  yield  securities
    described in the Fund prospectus.
    
 
 PCM 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.
    
 
 PCM GLOBAL GROWTH FUND
 
   
        Seeks capital appreciation through  a globally diversified common  stock
    portfolio.
    
 
 PCM 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.
    
 
 PCM HIGH YIELD FUND
 
   
        Seeks  high  current  income by  investing  primarily  in high-yielding,
    lower-rated fixed income securities (commonly referred to as "junk  bonds"),
    constituting  a  diversified portfolio  which Putnam  Investment Management,
    Inc. ("Putnam Management") believes does not involve undue risk to income or
    principal. Capital growth is a secondary objective when consistent with high
    current income. See the special considerations for investments in high yield
    securities described in the Fund prospectus.
    
 
 PCM MONEY MARKET FUND
 
   
        Seeks to achieve as high a level 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.
    
 
                                       22
<PAGE>
 PCM 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.
    
 
 PCM U.S. GOVERNMENT AND HIGH QUALITY BOND FUND
 
   
        Seeks  current  income  consistent  with  preservation  of  capital   by
    investing  primarily in securities issued or  guaranteed as to principal and
    interest by the U.S. Government or by its agencies or instrumentalities  and
    in  other debt obligations rated at least  A by Standard & Poor's or Moody's
    or, if  not rated,  determined  by Putnam  Management  to be  of  comparable
    quality.
    
 
 PCM UTILITIES GROWTH AND INCOME FUND
 
   
        Seeks capital growth and current income by concentrating its investments
    in securities issued by companies in the public utilities industries.
    
 
 PCM VOYAGER FUND
 
   
        Aggressively  seeks capital  appreciation primarily from  a portfolio of
    common stocks which  Putnam Management believes  have potential for  capital
    appreciation which is significantly greater than that of market averages.
    
 
                                 FIDELITY FUNDS
 
 EQUITY-INCOME PORTFOLIO
 
        To  seek reasonable  income by  investing primarily  in income-producing
    equity securities. In  choosing these  securities, the  Portfolio will  also
    consider  the potential for capital appreciation. The Portfolio's goal is to
    achieve a  yield  which  exceeds  the  composite  yield  on  the  securities
    comprising  the  Standard &  Poor's Daily  Stock Price  Index of  500 Common
    Stocks. The Portfolio  may invest in  high yielding, 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, please see "Risks of Lower-Rated Debt Securities" in
    the Fidelity prospectus for this Portfolio.
 
 OVERSEAS PORTFOLIO
 
   
        To  seek long-term  growth of  capital primarily  through investments in
    foreign securities and provide a means for aggressive investors to diversify
    their own portfolios by participating in companies and economies outside  of
    the United States.
    
 
 ASSET MANAGER PORTFOLIO
 
        To  seek  high total  return  with reduced  risk  over the  long-term by
    allocating its  assets  among  stocks,  bonds  and  short-term  fixed-income
    instruments.
 
    The Hartford Funds are organized as corporations under the laws of the State
of  Maryland  and are  registered as  diversified open-end  management companies
under the Investment Company Act of 1940. The Putnam Funds are portfolios of the
Putnam Capital Manager Trust, which is  organized as a business trust under  the
laws  of  Massachusetts  as  a  open-end  series  investment  company  under the
Investment Company  Act of  1940.  The Fidelity  Funds involve  two  diversified
open-end  management  investment companies,  each  with multiple  portfolios and
organized as a  Massachusetts business  trust. The  Equity-Income Portfolio  and
Overseas  Portfolio are portfolios of the  Variable Insurance Products Fund. The
Asset Manager Portfolio is a portfolio  of the Variable Insurance Products  Fund
II.
 
   
    Each  Fund continually  issues an  unlimited number  of full  and fractional
shares of beneficial interest in the  Fund. Such shares are offered to  separate
accounts,  including Separate Account VL II, established by Hartford Life or one
of its affiliated companies specifically to fund the Policies and other policies
issued by Hartford Life or its affiliates as permitted by the Investment Company
Act of 1940.
    
 
                                       23
<PAGE>
   
    It is conceivable that in the future it may be disadvantageous for  variable
life  insurance  separate accounts  and  variable annuity  separate  accounts to
invest in the Funds simultaneously. Although neither Hartford Life nor the Funds
currently foresee  any  such disadvantages  either  to variable  life  insurance
Policy  Owners  or to  variable annuity  Policy Owners,  the Board  of Directors
intend for the Hartford Funds and the Board of Trustees for the Putnam Funds and
the Fidelity Funds  (collectively the  "Board") to  monitor events  in order  to
identify any material conflicts between such Policy Owners and to determine what
action,  if any,  should be  taken in  response thereto.  If the  Boards were to
conclude that  separate  funds  should  be established  for  variable  life  and
variable life insurance separate accounts, Hartford Life will bear the attendant
expenses.
    
 
   
    All  investment income  of and  other distributions  to each  Sub-Account of
Separate Account VL II arising from the applicable Fund are reinvested in shares
of that Fund at net asset value. The income and both realized gains or losses on
the assets of each Sub-Account of Separate Account VL II are therefore  separate
and are credited to or charged against the Sub-Account without regard to income,
gains  or  losses from  any  other Sub-Account  or  from any  other  business of
Hartford Life. Hartford  Life will purchase  shares in the  Funds in  connection
with premium payments allocated to the applicable Sub-Account in accordance with
Policy  Owners' directions and  will redeem shares  in the Funds  to meet Policy
obligations or make adjustments in reserves,  if any. The Funds are required  to
redeem Fund shares at net asset value and generally to make payment within seven
days.
    
 
   
    Hartford Life reserves the right, subject to compliance with the law as then
in  effect, to make additions to,  deletions from, or substitutions for Separate
Account VL II and its Sub-Accounts which fund the Policies. If shares of any  of
the  Funds should no longer be available  for investment, or if, in the judgment
of Hartford Life's management, further investment  in shares of any Fund  should
become  inappropriate in view of the purposes of the Policies, Hartford Life may
substitute shares  of  another Fund  for  shares  already purchased,  or  to  be
purchased  in the future, under the Policies. No substitution of securities will
take place without  notice to  and consent of  Policy Owners  and without  prior
approval of the Securities and Exchange Commission to the extent required by the
Investment  Company Act of 1940. Subject  to Policy Owner approval, if required,
Hartford Life  also  reserves  the  right to  end  the  registration  under  the
Investment  Company Act of 1940 of Separate  Account VL II or any other separate
accounts of which it is the depositor which may fund the Policies.
    
 
    Each Fund is  subject to certain  investment restrictions which  may not  be
changed  without the approval of a majority of the shareholders of the Fund. See
the accompanying prospectuses for each of the Funds.
 
                               INVESTMENT ADVISER
 
HARTFORD FUNDS
 
   
    The investment  adviser for  each  of the  Hartford  Funds is  The  Hartford
Investment  Management Company, ("HIMCO"), a wholly-owned subsidiary of Hartford
Life. HIMCO was organized under the laws of the State of Connecticut in  October
of 1981.
    
 
   
    HIMCO  also  serves as  investment adviser  to  several other  Hartford Life
sponsored funds  which are  also  registered with  the Securities  and  Exchange
Commission.  HIMCO is registered  as an investment  adviser under the Investment
Advisers Act  of  1940.  HIMCO  provides  investment  advice  and,  in  general,
supervises  the management and  investment program of  Hartford Bond Fund, Inc.,
Hartford Index  Fund, Inc.,  Hartford Mortgage  Securities Fund,  Inc., and  HVA
Money  Market Fund, Inc.,  pursuant to an  Investment Advisory Agreement entered
into with  each of  these  Funds for  which HIMCO  receives  a fee.  HIMCO  also
supervises  the investment  programs of  Hartford Advisers  Fund, Inc., Hartford
Capital Appreciation  Fund,  Inc.,  Hartford Dividend  and  Growth  Fund,  Inc.,
Hartford  International Opportunities Fund, Inc.,  and Hartford Stock Fund, Inc.
pursuant to an Investment Management Agreement  for which HIMCO receives a  fee.
In  addition,  with respect  to  these five  Funds,  HIMCO has  a Sub-Investment
Advisory Agreement with Wellington Management Company ("Wellington  Management")
to  provide an investment program to HIMCO for utilization by HIMCO in rendering
services to  these funds.  Wellington Management  is a  professional  investment
counseling  firm  which provides  investment  services to  investment companies,
other institutions  and individuals.  Wellington Management  is organized  as  a
private   Massachusetts  partnership  and  its  predecessor  organizations  have
provided investment advisory services to investment companies since 1933 and  to
investment  counseling clients since 1960. See the accompanying prospectuses for
each of  the Funds  for a  more  complete description  of HIMCO  and  Wellington
Management and their respective fees.
    
 
                                       24
<PAGE>
   
PUTNAM FUNDS
    
 
   
    Putnam  Management, One  Post Office  Square, Boston,  Massachusetts, 02109,
serves as  the  investment manager  for  the  Funds. An  affiliate,  The  Putnam
Advisory  Company, Inc., manages domestic and foreign institutional accounts and
mutual funds.  Another  affiliate,  Putnam  Fiduciary  Trust  Company,  provides
investment  advice  to institutional  clients  under its  banking  and fiduciary
policies. Putnam Management and its affiliates are wholly-owned subsidiaries  of
Marsh  &  McLennan  Companies,  Inc., a  publicly  owned  holding  company whose
principal businesses are international insurance brokerage and employee  benefit
consulting.
    
 
FIDELITY FUNDS
 
    The  Fidelity Funds  are managed by  Fidelity Management  & Research Company
("Fidelity Management"),  whose  principal  business address  is  82  Devonshire
Street,  Boston, Massachusetts. Fidelity Management  is one of America's largest
investment management organizations.  It is  composed of a  number of  different
companies,  which provide a variety of financial services and products. Fidelity
Management is the  original Fidelity  company, founded  in 1946.  It provides  a
number  of mutual funds and other clients with investment research and portfolio
management services.  Various  Fidelity  companies  perform  certain  activities
required  to  operate Variable  Insurance Products  Fund and  Variable Insurance
Products Fund II.
 
                               THE FIXED ACCOUNT
 
    THAT PORTION OF THE POLICY RELATING  TO THE FIXED ACCOUNT IS NOT  REGISTERED
UNDER  THE SECURITIES  ACT OF  1933 ("1933  ACT") AND  THE FIXED  ACCOUNT IS NOT
REGISTERED AS AN  INVESTMENT COMPANY UNDER  THE INVESTMENT COMPANY  ACT OF  1940
("1940  ACT"). ACCORDINGLY, NEITHER THE FIXED  ACCOUNT NOR ANY INTERESTS THEREIN
ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS  OF THE 1933 ACT OR THE 1940  ACT,
AND  THE DISCLOSURE  REGARDING THE  FIXED ACCOUNT HAS  NOT BEEN  REVIEWED BY THE
STAFF OF THE SECURITIES AND EXCHANGE COMMISSION. THE FOLLOWING DISCLOSURE  ABOUT
THE  FIXED ACCOUNT MAY BE SUBJECT  TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF
THE  FEDERAL  SECURITIES  LAWS  REGARDING  THE  ACCURACY  AND  COMPLETENESS   OF
DISCLOSURE.
 
   
    Premium  Payments and Account Values allocated to the Fixed Account become a
part of the general assets of Hartford Life. Hartford Life invests the assets of
the General Account in accordance with applicable law governing the  investments
of insurance company general accounts.
    
 
   
    The Fixed Account Minimum Credited Rate is shown in the Contract. Currently,
Hartford Life guarantees that it will credit interest at a rate of not less than
4%  per year,  compounded annually,  to amounts  allocated to  the Fixed Account
under the Policies. Hartford Life may credit interest at a rate in excess of the
Fixed Account Minimum Credited Rate, however, Hartford Life is not obligated  to
credit  any interest in excess of the Fixed Account Minimum Credited Rate. There
is no specific formula for the determination of excess interest credits. Some of
the factors that  Hartford Life may  consider in determining  whether to  credit
excess  interest  to  amounts allocated  to  the  Fixed Account  and  the amount
thereof, are general economic  trends, rates of  return currently available  and
anticipated  on Hartford Life's investments, regulatory and tax requirements and
competitive factors. ANY  INTEREST CREDITED  TO AMOUNTS ALLOCATED  TO THE  FIXED
ACCOUNT  IN EXCESS OF THE FIXED ACCOUNT MINIMUM CREDITED RATE WILL BE DETERMINED
IN THE SOLE DISCRETION OF HARTFORD LIFE. THE POLICY OWNER ASSUMES THE RISK  THAT
INTEREST  CREDITED TO FIXED ACCOUNT ALLOCATIONS MAY NOT EXCEED THE FIXED ACCOUNT
MINIMUM CREDITED RATE.
    
 
                                 OTHER MATTERS
 
VOTING RIGHTS
 
   
    In accordance with its view of presently applicable law, Hartford Life  will
vote the shares of the Funds at regular and special meetings of the shareholders
of the Funds in accordance with instructions from Policy Owners (or the assignee
of  the Policy, as the case may be) having a voting interest in Separate Account
VL II. The number of shares held in the Separate Account which are allocable  to
each Policy Owner is determined
    
 
                                       25
<PAGE>
   
by  dividing the Policy  Owner's interest in  each Sub-Account by  the net asset
value of the applicable shares of the Funds. Hartford Life will vote shares  for
which  no instructions  have been  given and shares  which are  not allocable to
Policy Owners (i.e., shares owned by Hartford Life) in the same proportion as it
votes shares for which it has  received instructions. If the Investment  Company
Act of 1940 or any rule promulgated thereunder should be amended, however, or if
Hartford  Life's present interpretation should change and, as a result, Hartford
Life determines it  is permitted  to vote  the shares of  the Funds  in its  own
right, it may elect to do so.
    
 
    The voting interests of the Policy Owner (or the assignee) in the Funds will
be  determined as  follows: Policy  Owners may  cast one  vote for  each full or
fractional  Accumulation  Unit  owned  under  the  Policy  and  allocated  to  a
Sub-Account  the assets  of which  are invested  in the  particular Fund  on the
record date for  the shareholder meeting  for that Fund.  If, however, a  Policy
Owner  has taken  a loan  secured by  the Policy,  amounts transferred  from the
Sub-Account(s) to the Loan Account(s) in  connection with the loan (see  "Policy
Benefits  and  Rights --  Policy Loans,"  page     ) will  not be  considered in
determining the  voting interests  of  the Policy  Owner. Policy  Owners  should
review  the  prospectuses  for  the Funds  which  accompany  this  Prospectus to
determine matters on which shareholders may vote.
 
   
    Hartford Life may, when required by state insurance regulatory  authorities,
disregard  voting instructions  if the instructions  require that  the shares be
voted so as to cause a change in the sub-classification or investment  objective
of  one or more of the Funds or  to approve or disapprove an investment advisory
policy for the  Funds. In addition,  Hartford Life itself  may disregard  voting
instructions  in favor of changes initiated by  a Policy Owner in the investment
policy or  the investment  adviser  of the  Funds  if Hartford  Life  reasonably
disapproves  of such changes. A change would be disapproved only if the proposed
change is contrary to state law  or prohibited by state regulatory  authorities.
In the event Hartford Life does disregard voting instructions, a summary of that
action  and the reasons  for such action  will be included  in the next periodic
report to Policy Owners.
    
 
STATEMENTS TO POLICY OWNERS
 
    We will send You a statement at least once each Policy Year, showing:
 
(A) THE CURRENT ACCOUNT VALUE, CASH SURRENDER VALUE AND FACE AMOUNT;
 
(B) THE PREMIUMS  PAID,  MONTHLY DEDUCTION  AMOUNTS  AND LOANS  SINCE  THE  LAST
REPORT;
 
(C) THE AMOUNT OF ANY INDEBTEDNESS;
 
(D) NOTIFICATIONS REQUIRED BY THE PROVISIONS OF THE POLICY; AND
 
(E) ANY  OTHER INFORMATION  REQUIRED BY  THE INSURANCE  DEPARTMENT OF  THE STATE
WHERE THE POLICY WAS DELIVERED.
 
LIMIT ON RIGHT TO CONTEST
 
    Hartford Life may not contest the validity  of the Policy after it has  been
in effect during the lifetime of the Insureds for two years from the Issue Date.
If  the Policy is reinstated,  the two-year period is  measured from the date of
reinstatement. Any increase in the  Supplemental Face Amount for which  evidence
of  insurability was obtained is contestable during the lifetime of the Insureds
for two years from  its effective date. In  addition, if either Insured  commits
suicide  in the two-year period,  or such period as  specified in state law, the
benefit payable will be limited to  the premiums paid less any Indebtedness  and
partial withdrawals.
 
MISSTATEMENT AS TO AGE
 
    If  the age of an Insured is incorrectly stated, the amount of Death Benefit
will be appropriately adjusted as specified in the Policy.
 
PAYMENT OPTIONS
 
   
    Proceeds under the Policies may be paid in  a lump sum or may be applied  to
one  of Hartford Life's payment  options. The minimum amount  that may be placed
under a payment option is  subject to the then  current rules of Hartford  Life.
Once  payments under Options 2, 3 or 4  commence, no surrender of the Policy may
be made for the purpose of receiving a  lump sum settlement in lieu of the  life
insurance payments. The following options are available under the Policies.
    
 
    FIRST OPTION -- Interest Income
 
                                       26
<PAGE>
    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 1 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 Tables in the  Policy provide 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, Hartford Life 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 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.  Hartford Life 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.
    
 
   
    Hartford Life will make any other arrangements for income payments as may be
agreed on.
    
 
BENEFICIARY
 
   
    The applicant names the Beneficiary in  the application for the Policy.  The
Policy  Owner may change  the Beneficiary (unless  irrevocably named) during the
lifetime of the Insureds by written request to Hartford Life. If no  Beneficiary
is  living when the last surviving Insured dies, the Death Proceeds will be paid
to the Policy Owner if living; otherwise to the Policy Owner's estate.
    
 
ASSIGNMENT
 
   
    The Policy may  be assigned as  collateral for a  loan or other  obligation.
Hartford  Life is not  responsible for any  payment made or  action taken before
receipt of written notice  of such assignment. Proof  of interest must be  filed
with any claim under a collateral assignment.
    
 
DIVIDENDS
 
    No dividends will be paid under the Policies.
 
                             SUPPLEMENTAL BENEFITS
 
    The  following supplemental benefits, which  are subject to the restrictions
and limitations set forth therein, are among the options that may be included in
a Policy by rider:
 
LAST SURVIVOR EXCHANGE OPTION RIDER
 
    We will exchange this Policy for two individual policies on the life of each
of the Insured, subject to the conditions stated in this rider.
 
                                       27
<PAGE>
ESTATE PROTECTION RIDER
 
    We will pay a term insurance benefit  upon receipt of due proof of the  last
surviving  Insured's death while this Policy and rider were in force, subject to
the conditions stated in this rider.
 
MATURITY DATE EXTENSION RIDER
 
    We will extend the Maturity Date (the date on which the Policy will  mature)
to  the date of the death of the second Insured to die, regardless of the age of
either Insured.  Certain  Death  Benefit and  premium  restrictions  apply.  See
"Income Taxation of Policy Benefits."
 
YEARLY RENEWABLE TERM LIFE INSURANCE RIDER
 
    While  this  Policy  and rider  are  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 this rider.
 
                                       28
<PAGE>
                        EXECUTIVE OFFICERS AND DIRECTORS
 
   
<TABLE>
<CAPTION>
                                                                                   OTHER BUSINESS PROFESSION,
                                                                                     VOCATION OR EMPLOYMENT
                                         POSITION WITH HARTFORD LIFE,                   FOR PAST 5 YEARS;
            NAME, AGE                          YEAR OF ELECTION                        OTHER DIRECTORSHIPS
- ----------------------------------  --------------------------------------  -----------------------------------------
<S>                                 <C>                                     <C>
Louis J. Abdou 53                   Vice President, 1987                    Vice President (1987-Present), Hartford
                                                                              Life.
Wendell J. Bossen 62                Vice President, 1992**                  President (1992-Present), International
                                                                              Corporate Marketing Group, Inc.;
                                                                              Executive Vice President (1984-1992),
                                                                              Mutual Benefit.
Gregory A. Boyko 44                 Vice President, 1995                    Vice President and Controller
                                                                              (1995-Present), Hartford Life; Chief
                                                                              Financial Officer (1994-1995), IMG
                                                                              American Life; Senior Vice President
                                                                              (1992-1994), Connecticut Mutual Life
                                                                              Insurance Company.
Peter W. Cummins 59                 Vice President, 1989                    Vice President, Individual Annuity
                                                                              Operations (1989-Present), Hartford
                                                                              Life.
Ann M. deRaismes 45                 Vice President, 1994                    Vice President (1994-Present); Assistant
                                                                              Vice President (1992); Director of
                                                                              Human Resources (1991-Present),
                                                                              Hartford Life.
Timothy M. Fitch 43                 Vice President, 1995                    Vice President (1995-Present); Assistant
                                                                              Vice President (1993); Director (1991),
                                                                              Hartford Life.
Donald R. Frahm 64                  Chairman and Chief                      Chairman and Chief Executive Officer of
                                      Executive Officer, 1988                 the Hartford Insurance Group
                                      Director, 1988*                         (1988-Present).
Bruce D. Gardner 45                 Vice President, 1996                    Vice President (1996-Present); General
                                                                              Counsel and Director, 1994* Corporate
                                                                              Secretary (1991-1996), Hartford Life.
Joseph H. Gareau 49                 Executive Vice President and            Executive Vice President and Chief
                                      Chief Investment Officer, 1993          Investment Officer, (1993-Present),
                                      Director, 1993*                         Hartford Life; Senior Vice President
                                                                              and Chief Investment Officer (1992),
                                                                              ITT Hartford's Property-Casualty
                                                                              Companies.
J. Richard Garrett 51               Treasurer, 1994                         Treasurer (1994-Present); Vice President
                                      Vice President, 1993                    (1993- Present) Hartford Life;
                                                                              Treasurer (1977), Hartford Insurance
                                                                              Group.
John P. Ginnetti 50                 Executive Vice President, 1994          Executive Vice President and Director
                                                                              Asset Management Services
                                                                              (1994-Present); Senior Vice President,
                                                                              (1988), Hartford Life.
</TABLE>
    
 
                                       29
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                   OTHER BUSINESS PROFESSION,
                                                                                     VOCATION OR EMPLOYMENT
                                         POSITION WITH HARTFORD LIFE,                   FOR PAST 5 YEARS;
            NAME, AGE                          YEAR OF ELECTION                        OTHER DIRECTORSHIPS
- ----------------------------------  --------------------------------------  -----------------------------------------
<S>                                 <C>                                     <C>
Lynda Godkin 42                     Assoc. General Counsel,                 Associate General Counsel and Corporate
                                      Corporate Secretary, 1995               Secretary (1995-Present); Assistant
                                                                              General Counsel and Secretary (1994);
                                                                              Counsel (1990), Hartford Life.
Lois W. Grady 51                    Vice President, 1993                    Vice President (1993-Present); Assistant
                                                                              Vice President (1988), Hartford Life.
David A. Hall 42                    Senior Vice President and               Senior Vice President and Actuary
                                      Actuary, 1992                           (1992-Present), Hartford Life.
Joseph Kanarek 48                   Vice President, 1991                    Vice President (1991-Present), Hartford
                                                                              Life.
Robert A. Kerzner 44                Vice President, 1994                    Vice President (1994-Present); Regional
                                                                              Vice President (1991); Life Sales
                                                                              Manager (1990), Hartford Life.
Kevin J. Kirk 44                    Vice President, 1992                    Vice President (1992-Present); Assistant
                                                                              Vice President; Assistant Director,
                                                                              Asset Management Services (1985);
                                                                              Hartford Life.
Andrew W. Kohnke 47                 Vice President, 1992                    Vice President (1992-Present); Assistant
                                                                              Vice President (1989), Hartford Life.
Steven M. Maher 41                  Vice President and Actuary, 1993        Vice President and Actuary
                                                                              (1993-Present); Assistant Vice
                                                                              President (1987), Hartford Life.
William B. Malchodi, Jr. 45         Vice President, 1994                    Vice President (1994-Present); Director
                                      Director or Taxes, 1992                 of Taxes (1992-Present); Assistant
                                                                              General Counsel and Assistant Director
                                                                              of Taxes (1986), Hartford Insurance
                                                                              Company.
Thomas M. Marra 37                  Executive Vice President, 1996          Executive Vice President and Director
                                      Director, 1994*                         Individual Life and Annuity Division
                                                                              (1996-Present); Senior Vice President
                                                                              and Director, Individual Life and
                                                                              Annuity Division (1993-1996); Director
                                                                              of Individual Annuities (1991),
                                                                              Hartford Life.
Robert F. Nolan 41                  Vice President, 1995                    Vice President (1995-Present), Assistant
                                                                              Vice President Hartford Life; Manager
                                                                              Public Relations (1986), Aetna Life and
                                                                              Casualty Insurance Company.
Joseph J. Noto 44                   Vice President, 1989                    Vice President (1989-Present), Hartford
                                                                              Life.
</TABLE>
    
 
                                       30
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                   OTHER BUSINESS PROFESSION,
                                                                                     VOCATION OR EMPLOYMENT
                                         POSITION WITH HARTFORD LIFE,                   FOR PAST 5 YEARS;
            NAME, AGE                          YEAR OF ELECTION                        OTHER DIRECTORSHIPS
- ----------------------------------  --------------------------------------  -----------------------------------------
<S>                                 <C>                                     <C>
Leonard E. Odell, Jr. 51            Senior Vice President, 1994             Senior Vice President (1994-Present);
                                      Director, 1994*                         Vice President and Chief Actuary
                                                                              (1982), Hartford Life.
Michael C. O'Halloran 49            Vice President, 1994                    Vice President (1994-Present); Senior
                                      Associate General Counsel, 1988         Associate General Counsel and Director
                                                                              (1988-Present), Law Department,
                                                                              Hartford Fire Insurance Company.
Craig D. Raymond 35                 Vice President, 1993                    Vice President and Chief Actuary
                                      Chief Actuary, 1994                     (1994-Present); Vice President (1993);
                                                                              Assistant Vice President (1992);
                                                                              Actuary (1989-1994), Hartford Life.
Lowndes A. Smith 56                 President and Chief                     President and Chief Operating Officer
                                      Operating Officer, 1989                 (1989-Present), Hartford Life; Senior
                                      Director, 1981*                         Vice President and Group Controller
                                                                              (1987), Hartford Insurance Group.
Edward J. Sweeney 39                Vice President, 1993                    Vice President (1993-Present); Chicago
                                                                              Regional Manager (1985-1993), Hartford
                                                                              Life.
James E. Trimble 39                 Vice President and Actuary, 1990        Vice President (1990-Present); Assistant
                                                                              Vice President (1987-1990), Hartford
                                                                              Life.
Raymond P. Welnicki 47              Senior Vice President, 1993             Senior Vice President (1994-Present);
                                      Director, 1994*                         Vice President (1993), Hartford Life;
                                                                              Board of Directors, Ethix Corp.,
                                                                              formerly employed by Aetna Life &
                                                                              Casualty.
Walter C. Welsh 49                  Vice President, 1995                    Vice President (1995-Present); Assistant
                                                                              Vice President (1993), Hartford Life.
James J. Westervelt 49              Senior Vice President,                  Senior Vice President and Group
                                      Group Controller, 1994                  Controller (1994-Present); Vice
                                                                              President and Group Controller (1989),
                                                                              Hartford Insurance Group.
Lizabeth H. Zlatkus 37              Vice President, 1994                    Vice President (1994-Present); Assistant
                                      Director, 1994*                         Vice President (1992); Hartford Life;
                                                                              formerly Director, Hartford Insurance
                                                                              Group.
</TABLE>
    
 
- ------------------------
 *  Denotes date of election to Board of Directors.
**  ITT Hartford Affiliated Company.
 
                                       31
<PAGE>
                          DISTRIBUTION OF THE POLICIES
 
   
    Hartford  Life intends to sell the Policies in all jurisdictions where it is
licensed to  do business.  The Policies  will be  sold by  life insurance  sales
representatives   who   represent   Hartford  Life   and   who   are  registered
representatives of Hartford  Equity Sales  Company, Inc.  ("HESCO"), or  certain
other  registered Broker-Dealers. Any sales representative or employee will have
been qualified to sell variable life insurance policies under applicable federal
and state  laws.  Each  Broker-Dealer  is registered  with  the  Securities  and
Exchange  Commission  under the  Securities  Exchange Act  of  1934 and  all are
members of the  National Association of  Securities Dealers, Inc.  HESCO is  the
principal  underwriter  for  the Policies.  During  the first  Policy  Year, the
maximum sales commission payable to Hartford Life agents, independent registered
insurance brokers, and other  registered Broker-Dealers is  45% of the  premiums
paid  up to a Target Premium and 5% of any excess. In Policy Years 2 through 10,
agent commissions will not exceed 5.5% of premiums paid. For Policy Years 11 and
later, the agent  commissions will  not exceed 2%  of the  premiums paid.  Agent
commissions  may be less for premiums  Attributable to Supplemental Face Amount.
In addition, expense  allowances may be  paid. The sales  representative may  be
required  to  return all  or a  portion of  the commissions  paid if  the Policy
terminates prior to the second Policy Anniversary.
    
 
                                 SAFEKEEPING OF
                        SEPARATE ACCOUNT VL II'S ASSETS
 
   
    The assets of the Separate Account are held by Hartford Life. The assets  of
the  Separate Account are kept physically segregated and held separate and apart
from the General Account  of Hartford Life. Hartford  Life maintains records  of
all  purchases and redemptions of shares  of the Fund. Additional protection for
the assets  of the  Separate  Account is  afforded  by Hartford  Life's  blanket
fidelity  bond issued  by Aetna  Casualty and  Surety Company,  in the aggregate
amount of $50 million,  covering all of the  officers and employees of  Hartford
Life.
    
 
                           FEDERAL TAX CONSIDERATIONS
 
GENERAL
 
    SINCE  THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS  OF THE POLICY  OWNER INVOLVED AND THE  TYPE OF PLAN  UNDER
WHICH  THE POLICY IS PURCHASED, LEGAL AND TAX  ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A POLICY DESCRIBED HEREIN.
 
    It should be understood that any detailed description of the Federal  income
tax consequences regarding the purchase of these Policies cannot be made in this
Prospectus  and that special tax rules may be applicable with respect to certain
purchase situations not discussed herein. In  addition, no attempt is made  here
to  consider any applicable state or other tax laws. For detailed information, a
qualified tax adviser should always be consulted. This discussion of Federal tax
considerations is based  upon Hartford Life's  understanding of current  Federal
income tax laws as they are currently interpreted.
 
   
TAXATION OF HARTFORD LIFE AND THE SEPARATE ACCOUNT
    
 
   
    The Separate Account is taxed as a part of Hartford Life which is taxed as a
life insurance company under Subchapter L of the Internal Revenue Code ("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. As  a result, such  investment income  and realized capital
gains are  automatically applied  to increase  reserves under  the Policy.  (See
"Detailed  Description of  Policy Benefits  and Provisions  -- Accumulation Unit
Values", page 9).
    
 
   
    Hartford Life  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
    
 
                                       32
<PAGE>
   
Separate  Account for Federal income taxes. If Hartford Life incurs income taxes
attributable to  the Separate  Account or  determines that  such taxes  will  be
incurred, it may assess a charge for such taxes against the Separate Account.
    
 
INCOME TAXATION OF POLICY BENEFITS
 
   
    For  Federal income  tax purposes,  the Policies  should be  treated as life
insurance policies under  Section 7702 of  the Code. The  death benefit under  a
life  insurance  policy  is generally  excluded  from  the gross  income  of the
Beneficiary. Also,  a life  insurance Policy  Owner is  generally not  taxed  on
increments  in  the policy  value until  the Policy  is partially  or completely
surrendered. Section 7702 limits the amount of premiums that may be invested  in
a  Policy that is  treated as life  insurance. Hartford Life  intends to monitor
premium levels to assure compliance with the Section 7702 requirements.
    
 
    Although Hartford  Life 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 Life 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  Life believes the
Policy will continue  to be  treated as a  life insurance  contract for  Federal
income  tax purposes after the scheduled Maturity Date. However, due to the lack
of specific guidance on this issue, the result is not certain. If the Policy  is
not  treated as a life insurance contract  for Federal income tax purposes after
the scheduled  Maturity Date,  among other  things, the  Death Proceeds  may  be
taxable  to  the recipient.  The  Policy Owner  should  consult a  qualified tax
adviser regarding  the  possible  adverse tax  consequences  resulting  from  an
extension of the scheduled Maturity Date.
 
MODIFIED ENDOWMENT CONTRACTS
 
    Code Section 7702A applies an additional test, the "seven-pay" test, to life
insurance  contracts. A modified  endowment contract is  a life insurance policy
which satisfies the  Section 7702  definition of  life insurance  but fails  the
seven-pay  test  of Section  7702A. The  seven-pay  test provides  that premiums
cannot be paid at a rate more rapidly than that allowed by the payment of  seven
annual   premiums  using  specified  computational  rules  provided  in  Section
7702A(c).
 
   
    A policy that is  classified as a modified  endowment contract is  generally
eligible  for the beneficial tax treatment  accorded to life insurance. That is,
the death benefit is generally excluded from income and increments in value  are
not  subject  to  current taxation.  However,  a loans,  distributions  or other
amounts received from a modified endowment contract are treated first as income,
then as a recovery of basis. Taxable withdrawals are subject to a 10% additional
tax, with certain exceptions.  Generally, only distributions  and loans made  in
the  first year in which a policy  becomes a modified endowment contract, 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.
    
 
                                       33
<PAGE>
   
    If the Policy satisfies  the seven-pay test  for seven years,  distributions
and loans made thereafter will not be subject to the modified endowment contract
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 death benefit.
    
 
   
    All modified endowment contracts that are issued within any calendar year to
the  same Policy Owner by one company or  its affiliates shall be treated as one
modified endowment contract for the  purpose of determining the taxable  portion
of any loan or distribution.
    
 
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.
    
 
    Federal estate tax is integrated with federal gift tax under a unified  rate
schedule. In general, estates less than $600,000 will not incur a federal estate
tax  liability. In addition, an unlimited marital deduction may be available for
federal estate and gift  tax purposes. The  unlimited marital deduction  permits
the deferral of taxes until the death of the surviving spouse.
 
   
    If  the Policy  Owner (whether  or not  he or  she is  an Insured) transfers
ownership of the Policy to someone two or more generations younger, the transfer
may be subject to the generation skipping transfer tax, the taxable amount being
the value  of  the  Policy.  The  generation-skipping  transfer  tax  provisions
generally  apply to transfers which would be  subject to the gift and estate tax
rules. Individuals  are  generally  allowed  an  aggregate  generation  skipping
transfer  exemption of $1  million. Because these rules  are complex, the Policy
Owner should consult with  a qualified tax adviser  for specific information  if
ownership is passing to younger generations.
    
 
DIVERSIFICATION REQUIREMENTS
 
   
    Section  817 of  the Code provides  that a variable  life insurance contract
(other than a  pension plan  policy) will  not be  treated as  a life  insurance
contract  for  any period  during  which the  investments  made by  the separate
account or underlying  fund are  not adequately diversified  in accordance  with
regulations prescribed by the Treasury Department. If a Policy is not treated as
a life insurance contract, the Policy Owner will be subject to income tax on the
annual increases in cash value.
    
 
   
    The   Treasury  Department  has  issued  diversification  regulations  which
generally require, among other things, that no more than 55% of the value of the
total assets of the segregated asset  account underlying a variable contract  is
represented  by any one investment,  no more than 70%  is represented by any two
investments, no more than  80% is represented by  any three investments, and  no
more than 90% is represented by any four investments. In determining whether the
diversification  standards  are  met, all  securities  of the  same  issuer, all
interests in  the same  real property  project, and  all interests  in the  same
commodity  are each treated as a single  investment. In addition, in the case of
government securities,  each  government  agency  or  instrumentality  shall  be
treated as a separate issuer.
    
 
   
    A  separate account must be in compliance with the diversification standards
on the last day  of each calendar  quarter or within 30  days after the  quarter
ends.  If an insurance  company inadvertently fails  to meet the diversification
requirements, the company may  comply within a reasonable  period and avoid  the
taxation  of policy income on  an ongoing basis. However,  either the company or
the Policy Owner must agree to pay the  tax due for the period during which  the
diversification requirements were not met.
    
 
   
    Hartford  Life monitors the  diversification of investments  in the separate
accounts and tests for  diversification as required by  the Code. Hartford  Life
intends  to administer all contracts subject to the diversification requirements
in a manner that will maintain adequate diversification.
    
 
   
OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT
    
 
   
    In order for a variable life insurance contract to qualify for tax deferral,
assets in the segregated asset accounts supporting the variable contract must be
considered to be owned by the insurance company and
    
 
                                       34
<PAGE>
   
not by the  variable contract owner.  The Internal Revenue  Service ("IRS")  has
issued  several rulings which  discuss investor control. The  IRS has ruled that
incidents of ownership by the contract owner, such as the ability to select  and
control  investments in a separate account, will  cause the contract owner to be
treated as the owner of the assets for tax purposes.
    
 
   
    Further, in the  explanation to  the temporary  Section 817  diversification
regulations,  the Treasury Department  noted that the  temporary regulations "do
not provide guidance concerning the  circumstances in which investor control  of
the  investments of  a segregated asset  account may cause  the investor, rather
than the insurance  company, to be  treated as the  owner of the  assets in  the
account."  The  explanation further  indicates  that "the  temporary regulations
provide that  in  appropriate  cases  a segregated  asset  account  may  include
multiple  sub-accounts, but do not specify the extent to which policyholders may
direct their investments to particular sub-accounts without being treated as the
owners of  the underlying  assets. Guidance  on this  and other  issues will  be
provided in regulations or revenue rulings under section 817(d), relating to the
definition of variable contract." The final regulations issued under Section 817
did  not provide guidance regarding investor control, and as of the date of this
Prospectus, no other such guidance has been issued. Further, Hartford Life  does
not  know if or in what form such guidance will be issued. In addition, although
regulations are generally issued  with prospective effect,  it is possible  that
regulations  may be issued with retroactive effect.  Due to the lack of specific
guidance regarding  the issue  of investor  control, there  is necessarily  some
uncertainty  regarding whether a  Policy Owner could be  considered the owner of
the assets for  tax purposes.  Hartford Life reserves  the right  to modify  the
Policies,  as  necessary, to  prevent Policy  Owners  from being  considered the
owners of the assets in the separate accounts.
    
 
   
LIFE INSURANCE PURCHASED FOR USE IN SPLIT DOLLAR ARRANGEMENTS
    
 
   
    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
    
 
   
    Legislation  has recently been proposed which would limit certain of the tax
advantages now  afforded  non-individual  owners of  life  insurance  contracts.
Prospective  Policy Owners which are not  individuals should consult a qualified
tax adviser  to  determine the  status  of  this proposed  legislation  and  its
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  advisor
regarding  U.S. state,  and foreign  taxation with  respect to  a life insurance
policy purchase.
    
 
                                       35
<PAGE>
                               LEGAL PROCEEDINGS
 
    There are  no pending  material legal  proceedings affecting  the  Policies,
Separate Account VL II or any of the Funds.
 
                                 LEGAL MATTERS
 
   
    Legal  matters in connection  with the issue  and sale of  the last survivor
flexible premium variable life insurance  policies described in this  Prospectus
and the organization of Hartford Life, its authority to issue the Policies under
Connecticut  law and the validity of the forms of the Policies under Connecticut
law and legal  matters relating to  the Federal securities  and income tax  laws
have been passed on by Lynda Godkin, Associate General Counsel of Hartford Life.
    
 
                                    EXPERTS
 
   
    The  financial  statements and  schedules  included in  this  Prospectus and
Registration Statement have  been audited  by Arthur  Andersen LLP,  independent
public accountants, as indicated in their report herein, and are included herein
in  reliance  upon the  authority  of said  firm  as experts  in  accounting and
auditing in giving  said report. Reference  is made to  said report of  Hartford
Life  Insurance Company (the depositor), which includes an explanatory paragraph
with respect to the adoption of new accounting standards changing the methods of
accounting for debt  and equity  securities. The principal  business address  of
Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.
    
 
    The  hypothetical  Policy  illustrations  included  in  this  Prospectus and
Registration Statement have  been approved by  Ken A. McCullum,  FSA, and  MAAA,
Director  of Individual Life  Product Development, and  are included in reliance
upon his opinion as to their reasonableness.
 
                             REGISTRATION STATEMENT
 
    A registration statement  has been  filed with the  Securities and  Exchange
Commission under the Securities Act of 1933 as amended. This Prospectus does not
contain  all information set forth in the registration statement, its amendments
and exhibits,  to  all  of  which reference  is  made  for  further  information
concerning Separate Account VL II, Hartford Life, and the Policies.
 
                                       36
<PAGE>
                                   APPENDIX A
                    ILLUSTRATION OF DEATH BENEFITS, ACCOUNT
                        VALUES AND CASH SURRENDER VALUES
 
   
    The tables in Appendix A illustrate the way in which a Policy operates. They
show  how the  death benefit  and surrender  value could  vary over  an extended
period of time  assuming hypothetical gross  rates of return  equal to  constant
after  tax  annual  rates  of  0%, 6%  and  12%.  The  illustrations  assume the
following: a male,  preferred, age  55, and a  female, preferred,  age 50,  with
$1,000,000 of Basic Face Amount and a premium of $15,500.00 paid in all years; a
male, preferred, age 55, and a female, preferred, age 50, with $750,000 of Basic
Face  Amount and $250,000 of Supplemental Face Amount and a premium of $7,500.00
paid in all years; a male, preferred,  age 65, and a female, preferred, age  65,
with  $1,000,000 of Basic  Face Amount and  a premium of  $27,000.00 paid in all
years; and a  male, preferred,  age 65,  and a  female, preferred,  age 65  with
$750,000  of Basic Face  Amount and $250,000  of Supplemental Face  Amount and a
premium of $21,500.00 paid in all years.
    
 
   
    The death benefit and surrender value  for a Policy would be different  from
those  shown if the  rates of return  averaged 0%, 6%  and 12% over  a period of
years, but also fluctuated above or  below those averages for individual  Policy
Years.  They would also differ if any  contract loan were 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 and
surrender values would change if the current Cost of Insurance charges change.
    
 
   
    The amounts shown for the death benefit and surrender value as of the end of
each Policy Year take into  account an average daily  charge equal to an  annual
charge  of 0.70%  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 0.70% average daily charge) of -.70%, 5.30% and 11.30%,
respectively.
    
 
   
    In addition, the death  benefit and surrender  value as of  the end of  each
Policy  Year  take into  account the  front-end  sales load,  premium processing
charge, federal tax  charge, premium  tax charge (assumed  to be  2.0% in  these
illustrations),  Cost  of Insurance  Charge,  Monthly Administrative  Fee, Issue
Charge, 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% or 6%  or 12% to cover  any tax charges  (see
"Deductions  and Charges -- Charges Against the Separate Account -- Taxes," page
19).
    
 
    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   Life  will  furnish  upon   request,  a  comparable  illustration
reflecting the  proposed  insureds  age, risk  classification,  Face  Amount  or
initial  premium requested, and  reflecting guaranteed Cost  of Insurance rates.
Hartford Life 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.
 
                                       37
<PAGE>
                                 HARTFORD LIFE
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
 
                          DEATH BENEFIT OPTION: LEVEL
                          $1,000,000 BASIC FACE AMOUNT
                          ISSUE AGE 55 MALE PREFERRED/
                         ISSUE AGE 50 FEMALE PREFERRED
                           $15,500 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.30% NET)
 
<TABLE>
<CAPTION>
            PREMIUMS         CURRENT CHARGES*      GUARANTEED CHARGES**
END OF    ACCUMULATED      ---------------------   ---------------------
POLICY   AT 5% INTEREST     ACCOUNT      DEATH      ACCOUNT      DEATH
 YEAR       PER YEAR         VALUE      BENEFIT      VALUE      BENEFIT
- ------   --------------    ---------   ---------   ---------   ---------
<S>      <C>               <C>         <C>         <C>         <C>
   1          16,275           6,640   1,000,000       6,355   1,000,000
   2          33,364          19,876   1,000,000      19,276   1,000,000
   3          51,307          34,386   1,000,000      33,438   1,000,000
   4          70,147          50,280   1,000,000      48,948   1,000,000
   5          89,930          67,680   1,000,000      65,923   1,000,000
   6         110,701          88,459   1,000,000      86,232   1,000,000
   7         132,511         111,199   1,000,000     108,453   1,000,000
   8         155,412         136,078   1,000,000     132,757   1,000,000
   9         179,457         163,290   1,000,000     159,332   1,000,000
  10         204,705         193,046   1,00,0000     188,382   1,000,000
  11         231,215         229,559   1,000,000     221,973   1,000,000
  12         259,051         270,036   1,000,000     258,855   1,000,000
  13         288,279         314,910   1,000,000     299,348   1,000,000
  14         318,968         364,656   1,000,000     343,816   1,000,000
  15         351,191         419,812   1,000,000     392,680   1,000,000
  16         385,026         480,980   1,000,000     446,431   1,000,000
  17         420,552         548,784   1,000,000     505,661   1,000,000
  18         457,855         623,886   1,000,000     570,998   1,000,000
  19         497,022         707,036   1,000,000     642,465   1,000,000
  20         538,148         799,101   1,000,000     720,352   1,000,000
  25         724,270       1,424,338   1,000,000   1,221,573   1,000,000
  35       1,014,302       2,435,429   1,000,000   1,951,085   1,000,000
</TABLE>
 
  * THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF YOU SURRENDER  YOUR POLICY DURING  THE FIRST TWO  POLICY YEARS, YOU  WILL
    RECEIVE  A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS THE
    CASH VALUE WOULD BE $9,740.00 IN YEAR ONE AND $23,557.74 IN YEAR TWO FOR THE
    CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    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.
 
                                       38
<PAGE>
                                 HARTFORD LIFE
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
 
                          DEATH BENEFIT OPTION: LEVEL
                          $1,000,000 BASIC FACE AMOUNT
                          ISSUE AGE 55 MALE PREFERRED/
                         ISSUE AGE 50 FEMALE PREFERRED
                           $15,500 SCHEDULED PREMIUM
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.30% NET)
 
<TABLE>
<CAPTION>
                                                         GUARANTEED
            PREMIUMS          CURRENT CHARGES*            CHARGES**
END OF   ACCUMULATED AT    -----------------------   -------------------
POLICY    5% INTEREST       ACCOUNT        DEATH     ACCOUNT     DEATH
 YEAR       PER YEAR         VALUE        BENEFIT     VALUE     BENEFIT
- ------   --------------    ----------    ---------   -------   ---------
<S>      <C>               <C>           <C>         <C>       <C>
   1          16,275         6,255***    1,000,000    5,978    1,000,000
   2          33,364        18,372***    1,000,000   17,806    1,000,000
   3          51,307        30,928       1,000,000   30,060    1,000,000
   4          70,147        43,921       1,000,000   42,738    1,000,000
   5          89,930        57,346       1,000,000   55,832    1,000,000
   6         110,701        72,865       1,000,000   71,006    1,000,000
   7         132,511        88,870       1,000,000   86,650    1,000,000
   8         155,412       105,353       1,000,000   102,754   1,000,000
   9         179,457       122,298       1,000,000   119,302   1,000,000
  10         204,705       139,682       1,000,000   136,269   1,000,000
  11         231,215       161,092       1,000,000   155,138   1,000,000
  12         259,051       183,507       1,000,000   174,499   1,000,000
  13         288,279       206,971       1,00,0000   194,304   1,000,000
  14         318,968       231,513       1,000,000   214,486   1,000,000
  15         351,191       257,177       1,000,000   234,972   1,000,000
  16         385,026       284,001       1,000,000   255,679   1,000,000
  17         420,552       311,968       1,000,000   276,521   1,000,000
  18         457,855       341,156       1,000,000   297,403   1,000,000
  19         497,022       371,651       1,000,000   318,228   1,000,000
  20         538,148       403,540       1,000,000   338,875   1,000,000
  25         724,270       583,303       1,000,000   433,159   1,000,000
  35       1,014,302       804,440       1,000,000   486,347   1,000,000
</TABLE>
 
  * THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF YOU SURRENDER  YOUR POLICY DURING  THE FIRST TWO  POLICY YEARS, YOU  WILL
    RECEIVE  A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS THE
    CASH VALUE WOULD BE $9,355.00 IN YEAR ONE AND $22,053.74 IN YEAR TWO FOR THE
    CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    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.
 
                                       39
<PAGE>
                                 HARTFORD LIFE
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
 
                          DEATH BENEFIT OPTION: LEVEL
                          $1,000,000 BASIC FACE AMOUNT
                          ISSUE AGE 55 MALE PREFERRED/
                         ISSUE AGE 50 FEMALE PREFERRED
                            $15,500 PLANNED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.70% NET)
 
<TABLE>
<CAPTION>
                                                         GUARANTEED
            PREMIUMS          CURRENT CHARGES*            CHARGES**
END OF    ACCUMULATED      -----------------------   -------------------
POLICY   AT 5% INTEREST     ACCOUNT        DEATH     ACCOUNT     DEATH
 YEAR       PER YEAR         VALUE        BENEFIT     VALUE     BENEFIT
- ------   --------------    ----------    ---------   -------   ---------
<S>      <C>               <C>           <C>         <C>       <C>
   1           16,275        5,870***    1,000,000    5,602    1,000,000
   2           33,364       16,915***    1,000,000   16,383    1,000,000
   3           51,307       27,697       1,000,000   26,905    1,000,000
   4           70,147       38,198       1,000,000   37,149    1,000,000
   5           89,930       48,396       1,000,000   47,095    1,000,000
   6          110,701       59,867       1,000,000   58,315    1,000,000
   7          132,511       70,960       1,000,000   69,163    1,000,000
   8          155,412       81,648       1,000,000   79,607    1,000,000
   9          179,457       91,897       1,000,000   89,615    1,000,000
  10          204,705      101,661       1,000,000   99,141    1,000,000
  11          231,215      114,217       1,000,000   109,403   1,000,000
  12          259,051      126,576       1,000,000   119,089   1,000,000
  13          288,279      138,728       1,000,000   128,113   1,000,000
  14          318,968      150,646       1,000,000   136,367   1,000,000
  15          351,191      162,318       1,000,000   143,735   1,000,000
  16          385,026      173,717       1,000,000   150,081   1,000,000
  17          420,552      184,749       1,000,000   155,258   1,000,000
  18          457,855      195,427       1,000,000   159,102   1,000,000
  19          497,022      205,760       1,000,000   161,426   1,000,000
  20          538,148      215,757       1,000,000   162,006   1,000,000
  25          724,270      25,4025       1,000,000   126,058   1,000,000
  35        1,014,302      26,1033       1,000,000        0    1,000,000
</TABLE>
 
  * THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF  YOU SURRENDER YOUR  POLICY DURING THE  FIRST TWO POLICY  YEARS, YOU WILL
    RECEIVE A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS  THE
    CASH  VALUE WOULD BE $8970.00 IN YEAR ONE AND $20,596.74 IN YEAR TWO FOR THE
    CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    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.
 
                                       40
<PAGE>
                                 HARTFORD LIFE
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
 
                          DEATH BENEFIT OPTION: LEVEL
                           $750,000 BASIC FACE AMOUNT
                       $250,000 SUPPLEMENTAL FACE AMOUNT
                          ISSUE AGE 55 MALE PREFERRED/
                         ISSUE AGE 50 FEMALE PREFERRED
                            $7,500 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.30% NET)
 
<TABLE>
<CAPTION>
                                                           GUARANTEED
            PREMIUMS           CURRENT CHARGES*             CHARGES**
END OF    ACCUMULATED      -------------------------   -------------------
POLICY   AT 5% INTEREST      ACCOUNT         DEATH     ACCOUNT     DEATH
 YEAR       PER YEAR          VALUE         BENEFIT     VALUE     BENEFIT
- ------   --------------    ------------    ---------   -------   ---------
<S>      <C>               <C>             <C>         <C>       <C>
   1            7,875          3,573***    1,000,000    3,209    1,000,000
   2           16,144          9,606***    1,000,000    8,839    1,000,000
   3           24,826         16,159       1,000,000   14,948    1,000,000
   4           33,942         23,263       1,000,000   21,561    1,000,000
   5           43,514         30,948       1,000,000   28,703    1,000,000
   6           53,565         40,441       1,000,000   37,596    1,000,000
   7           64,118         50,696       1,000,000   47,187    1,000,000
   8           75,199         61,757       1,000,000   57,513    1,000,000
   9           86,834         73,665       1,000,000   68,608    1,000,000
  10           99,051         86,455       1,000,000   80,495    1,000,000
  11          111,878        102,890       1,000,000   93,739    1,000,000
  12          125,347        121,037       1,000,000   107,884   1,000,000
  13          139,490        141,092       1,000,000   122,975   1,000,000
  14          154,339        163,237       1,000,000   139,008   1,000,000
  15          169,931        187,692       1,000,000   155,974   1,000,000
  16          186,303        214,688       1,000,000   173,851   1,000,000
  17          203,493        244,419       1,000,000   192,620   1,000,000
  18          221,543        277,214       1,000,000   212,251   1,000,000
  19          240,495        313,440       1,000,000   232,717   1,000,000
  20          260,394        353,506       1,000,000   253,970   1,000,000
  25          350,453        623,999       1,000,000   368,547   1,000,000
  35          490,791      1,068,158       1,426,222   482,460   1,000,000
</TABLE>
 
  * THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF  YOU SURRENDER YOUR  POLICY DURING THE  FIRST TWO POLICY  YEARS, YOU WILL
    RECEIVE A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS  THE
    CASH  VALUE WOULD BE $4,210.50 IN YEAR ONE AND $9,606.00 IN YEAR TWO FOR THE
    CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    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.
 
                                       41
<PAGE>
                                 HARTFORD LIFE
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
 
                          DEATH BENEFIT OPTION: LEVEL
                           $750,000 BASIC FACE AMOUNT
                       $250,000 SUPPLEMENTAL FACE AMOUNT
                          ISSUE AGE 55 MALE PREFERRED/
                         ISSUE AGE 50 FEMALE PREFERRED
                            $7,500 SCHEDULED PREMIUM
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.30% NET)
 
<TABLE>
<CAPTION>
            PREMIUMS          CURRENT CHARGES*       GUARANTEED CHARGES**
END OF    ACCUMULATED      -----------------------   ---------------------
POLICY   AT 5% INTEREST     ACCOUNT        DEATH      ACCOUNT      DEATH
 YEAR       PER YEAR         VALUE        BENEFIT      VALUE      BENEFIT
- ------   --------------    ----------    ---------   ---------   ---------
<S>      <C>               <C>           <C>         <C>         <C>
   1           7,875         3,353***    1,000,000       3,000   1,000,000
   2          16,144         8,828***    1,000,000       8,105   1,000,000
   3          24,826        14,443       1,000,000      13,334   1,000,000
   4          33,942        20,181       1,000,000      18,669   1,000,000
   5          43,514        26,019       1,000,000      24,084   1,000,000
   6          53,565        33,084       1,000,000      30,709   1,000,000
   7          64,118        40,242       1,000,000      37,405   1,000,000
   8          75,199        47,458       1,000,000      44,137   1,000,000
   9          86,834        54,690       1,000,000      50,862   1,000,000
  10          99,051        61,881       1,000,000      57,520   1,000,000
  11         111,878        71,654       1,000,000      64,553   1,000,000
  12         125,347        81,778       1,000,000      71,387   1,000,000
  13         139,490        92,254       1,000,000      77,907   1,000,000
  14         154,339       103,074       1,000,000      83,972   1,000,000
  15         169,931       114,290       1,000,000      89,420   1,000,000
  16         186,303       125,893       1,000,000      94,061   1,000,000
  17         203,493       137,796       1,000,000      97,682   1,000,000
  18         221,543       150,025       1,000,000     100,045   1,000,000
  19         240,495       162,605       1,000,000     100,864   1,000,000
  20         260,394       175,563       1,000,000      99,788   1,000,000
  25         350,453       238,152       1,000,000      46,648   1,000,000
  35         490,791       283,875       1,000,000           0           0
</TABLE>
 
  * THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF YOU SURRENDER  YOUR POLICY DURING  THE FIRST TWO  POLICY YEARS, YOU  WILL
    RECEIVE  A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS THE
    CASH VALUE WOULD BE $399050  IN YEAR ONE AND $8,828.00  IN YEAR TWO FOR  THE
    CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    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.
 
                                       42
<PAGE>
                                 HARTFORD LIFE
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
 
                          DEATH BENEFIT OPTION: LEVEL
                           $750,000 BASIC FACE AMOUNT
                       $250,000 SUPPLEMENTAL FACE AMOUNT
                          ISSUE AGE 55 MALE PREFERRED/
                         ISSUE AGE 50 FEMALE PREFERRED
                            $7,500 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.70% NET)
 
<TABLE>
<CAPTION>
            PREMIUMS          CURRENT CHARGES*       GUARANTEED CHARGES**
END OF    ACCUMULATED      -----------------------   --------------------
POLICY   AT 5% INTEREST     ACCOUNT        DEATH     ACCOUNT      DEATH
 YEAR       PER YEAR         VALUE        BENEFIT     VALUE      BENEFIT
- ------   --------------    ----------    ---------   -------    ---------
<S>      <C>               <C>           <C>         <C>        <C>
   1           7,875         3,133***    1,000,000    2,791     1,000,000
   2          16,144         8,078***    1,000,000    7,398     1,000,000
   3          24,826        12,848       1,000,000   11,835     1,000,000
   4          33,942        17,422       1,000,000   16,082     1,000,000
   5          43,514        21,776       1,000,000   20,113     1,000,000
   6          53,565        26,993       1,000,000   25,011     1,000,000
   7          64,118        31,913       1,000,000   29,616     1,000,000
   8          75,199        36,502       1,000,000   33,894     1,000,000
   9          86,834        40,719       1,000,000   37,803     1,000,000
  10          99,051        44,509       1,000,000   41,288     1,000,000
  11         111,878        50,444       1,000,000   44,770     1,000,000
  12         125,347        56,205       1,000,000   47,681     1,000,000
  13         139,490        61,778       1,000,000   49,921     1,000,000
  14         154,339        67,136       1,000,000   51,365     1,000,000
  15         169,931        72,260       1,000,000   51,873     1,000,000
  16         186,303        77,119       1,000,000   51,281     1,000,000
  17         203,493        81,608       1,000,000   49,414     1,000,000
  18         221,543        85,734       1,000,000   46,065     1,000,000
  19         240,495        89,507       1,000,000   41,005     1,000,000
  20         260,394        92,931       1,000,000   33,954     1,000,000
  25         350,453        95,700       1,000,000        0             0
  35         490,791        55,227       1,000,000        0             0
</TABLE>
 
  * THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF YOU SURRENDER  YOUR POLICY DURING  THE FIRST TWO  POLICY YEARS, YOU  WILL
    RECEIVE  A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS THE
    CASH VALUE WOULD BE $3,770.50 IN YEAR ONE AND $8,078.00 IN YEAR TWO FOR  THE
    CURRENT CHARGES .
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    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.
 
                                       43
<PAGE>
                                 HARTFORD LIFE
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
 
                          DEATH BENEFIT OPTION: LEVEL
                          $1,000,000 BASIC FACE AMOUNT
                          ISSUE AGE 65 MALE PREFERRED/
                         ISSUE AGE 65 FEMALE PREFERRED
                           $27,000 SCHEDULED PREMIUM
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.30% NET)
 
<TABLE>
<CAPTION>
                  PREMIUMS        CURRENT CHARGES*      GUARANTEED CHARGES**
               ACCUMULATED AT  -----------------------  --------------------
END OF POLICY   5% INTEREST      ACCOUNT       DEATH     ACCOUNT     DEATH
    YEAR          PER YEAR        VALUE       BENEFIT     VALUE     BENEFIT
- -------------  --------------  ------------  ---------  ---------  ---------
<S>            <C>             <C>           <C>        <C>        <C>
          1          28,350       12,929***  1,000,000     12,643  1,000,000
          2          58,118       36,326***  1,000,000     35,725  1,000,000
          3          89,373       61,279     1,000,000     60,329  1,000,000
          4         122,192       87,821     1,000,000     86,483  1,000,000
          5         156,652      115,976     1,000,000    114,207  1,000,000
          6         192,834      148,056     1,000,000    145,804  1,000,000
          7         230,826      181,978     1,000,000    179,186  1,000,000
          8         270,717      225,670     1,000,000    214,301  1,000,000
          9         312,603      273,714     1,000,000    251,078  1,000,000
         10         356,583      326,531     1,000,000    289,476  1,000,000
         11         402,762      388,547     1,000,000    332,772  1,000,000
         12         451,251      457,159     1,000,000    378,477  1,000,000
         13         502,163      533,085     1,000,000    427,000  1,000,000
         14         555,621      617,128     1,000,000    478,929  1,000,000
         15         611,752      710,397     1,000,000    535,056  1,000,000
         16         670,690      813,544     1,000,000    596,446  1,000,000
         17         732,574      926,834     1,000,000    664,590  1,000,000
         18         797,553    1,051,293     1,000,000    741,634  1,000,000
         19         865,781    1,188,074     1,000,000    829,591          0
         20         937,420    1,338,460     1,000,000    924,255          0
         25       1,261,632    2,336,059     1,000,000  1,504,229          0
         35       1,766,849    3,916,137     1,426,222  2,332,386          0
</TABLE>
 
  * THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF  YOU SURRENDER YOUR  POLICY DURING THE  FIRST TWO POLICY  YEARS, YOU WILL
    RECEIVE A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS  THE
    CASH  VALUE WOULD BE $16,138.04  IN YEAR ONE AND  $34,914.99 IN YEAR TWO FOR
    THE CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    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.
 
                                       44
<PAGE>
                                 HARTFORD LIFE
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
 
                          DEATH BENEFIT OPTION: LEVEL
                          $1,000,000 BASIC FACE AMOUNT
                          ISSUE AGE 65 MALE PREFERRED/
                         ISSUE AGE 65 FEMALE PREFERRED
                           $27,000 SCHEDULED PREMIUM
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.30% NET)
 
<TABLE>
<CAPTION>
                  PREMIUMS        CURRENT CHARGES*      GUARANTEED CHARGES**
               ACCUMULATED AT  -----------------------  --------------------
END OF POLICY   5% INTEREST      ACCOUNT       DEATH     ACCOUNT     DEATH
    YEAR          PER YEAR        VALUE       BENEFIT     VALUE     BENEFIT
- -------------  --------------  ------------  ---------  ---------  ---------
<S>            <C>             <C>           <C>        <C>        <C>
          1          28,350       12,197***  1,000,000     11,920  1,000,000
          2          58,118       33,549***  1,000,000     32,983  1,000,000
          3          89,373       54,992     1,000,000     54,123  1,000,000
          4         122,192       76,395     1,000,000     75,206  1,000,000
          5         156,652       97,597     1,000,000     96,074  1,000,000
          6         192,834      120,602     1,000,000    118,723  1,000,000
          7         230,826      143,053     1,000,000    140,797  1,000,000
          8         270,717      172,784     1,000,000    161,952  1,000,000
          9         312,603      203,617     1,000,000    181,771  1,000,000
         10         356,583      235,548     1,000,000    199,788  1,000,000
         11         402,762      271,759     1,000,000    218,186  1,000,000
         12         451,251      309,412     1,000,000    234,026  1,000,000
         13         502,163      348,475     1,000,000    246,774  1,000,000
         14         555,621      388,842     1,000,000    255,798  1,000,000
         15         611,752      430,594     1,000,000    260,268  1,000,000
         16         670,690      473,134     1,000,000    259,047  1,000,000
         17         732,574      516,297     1,000,000    250,589  1,000,000
         18         797,553      560,462     1,000,000    232,792  1,000,000
         19         865,781      606,045     1,000,000    202,903          0
         20         937,420      653,511     1,000,000    157,330          0
         25       1,261,632      930,954     1,000,000          0          0
         35       1,766,849    1,273,986     1,426,222          0          0
</TABLE>
 
  * THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF YOU SURRENDER  YOUR POLICY DURING  THE FIRST TWO  POLICY YEARS, YOU  WILL
    RECEIVE  A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS THE
    CASH VALUE WOULD BE $16,869.04  IN YEAR ONE AND  $37,602.99 IN YEAR TWO  FOR
    THE CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    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.
 
                                       45
<PAGE>
                                 HARTFORD LIFE
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
 
                          DEATH BENEFIT OPTION: LEVEL
                          $1,000,000 BASIC FACE AMOUNT
                          ISSUE AGE 65 MALE PREFERRED/
                         ISSUE AGE 65 FEMALE PREFERRED
                           $27,000 SCHEDULED PREMIUM
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.70% NET)
 
<TABLE>
<CAPTION>
                PREMIUMS        CURRENT CHARGES*       GUARANTEED CHARGES**
  END OF      ACCUMULATED    -----------------------  ----------------------
  POLICY     AT 5% INTEREST    ACCOUNT       DEATH      ACCOUNT      DEATH
   YEAR         PER YEAR        VALUE       BENEFIT      VALUE      BENEFIT
- -----------  --------------  ------------  ---------  -----------  ---------
<S>          <C>             <C>           <C>        <C>          <C>
          1         28,350      11,466***  1,000,000      11,198   1,000,000
          2         58,118      30,861***  1,000,000      30,329   1,000,000
          3         89,373      49,126     1,000,000      48,333   1,000,000
          4        122,192      66,137     1,000,000      65,084   1,000,000
          5        156,652      81,744     1,000,000      80,434   1,000,000
          6        192,834      97,856     1,000,000      96,289   1,000,000
          7        230,826     112,101     1,000,000     110,276   1,000,000
          8        270,717     132,396     1,000,000     122,059   1,000,000
          9        312,603     152,149     1,000,000     131,221   1,000,000
         10        356,583     171,303     1,000,000     137,295   1,000,000
         11        402,762     192,429     1,000,000     142,036   1,000,000
         12        451,251     212,893     1,000,000     142,668   1,000,000
         13        502,163     232,548     1,000,000     138,587   1,000,000
         14        555,621     251,140     1,000,000     129,061   1,000,000
         15        611,752     268,599     1,000,000     113,113   1,000,000
         16        670,690     283,955     1,000,000      89,401   1,000,000
         17        732,574     296,658     1,000,000      56,140   1,000,000
         18        797,553     306,796     1,000,000      10,933   1,000,000
         19        865,781     314,429     1,000,000           0           0
         20        937,420     319,587     1,000,000           0           0
         25      1,261,632     262,720     1,000,000           0           0
         35      1,766,849           0     1,426,222           0           0
</TABLE>
 
  * THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF YOU SURRENDER  YOUR POLICY DURING  THE FIRST TWO  POLICY YEARS, YOU  WILL
    RECEIVE  A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS THE
    CASH VALUE WOULD BE $16,138.04  IN YEAR ONE AND  $34,914.99 IN YEAR TWO  FOR
    THE CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    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.
 
                                       46
<PAGE>
                                 HARTFORD LIFE
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
 
                          DEATH BENEFIT OPTION: LEVEL
                           $750,000 BASIC FACE AMOUNT
                          ISSUE AGE 65 MALE PREFERRED/
                         ISSUE AGE 65 FEMALE PREFERRED
                           $21,500 SCHEDULED PREMIUM
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.30% NET)
 
<TABLE>
<CAPTION>
                PREMIUMS        CURRENT CHARGES*       GUARANTEED CHARGES**
  END OF      ACCUMULATED    -----------------------  ----------------------
  POLICY     AT 5% INTEREST    ACCOUNT       DEATH      ACCOUNT      DEATH
   YEAR         PER YEAR        VALUE       BENEFIT      VALUE      BENEFIT
- -----------  --------------  ------------  ---------  -----------  ---------
<S>          <C>             <C>           <C>        <C>          <C>
          1         22,575      12,091***  1,000,000      11,727   1,000,000
          2         46,279      30,919***  1,000,000      30,151   1,000,000
          3         71,168      50,812     1,000,000      49,598   1,000,000
          4         97,301      71,737     1,000,000      70,028   1,000,000
          5        124,741      93,643     1,000,000      91,383   1,000,000
          6        153,553     118,222     1,000,000     115,345   1,000,000
          7        183,806     143,737     1,000,000     140,170   1,000,000
          8        215,571     178,412     1,000,000     165,644   1,000,000
          9        248,925     216,474     1,000,000     191,489   1,000,000
         10        283,946     258,229     1,000,000     217,393   1,000,000
         11        320,718     306,799     1,000,000     245,176   1,000,000
         12        359,329     360,386     1,000,000     272,793   1,000,000
         13        399,871     419,485     1,000,000     300,025   1,000,000
         14        442,439     484,607     1,000,000     326,642   1,000,000
         15        487,136     556,543     1,000,000     352,340   1,000,000
         16        534,068     635,594     1,000,000     376,689   1,000,000
         17        583,346     722,891     1,000,000     399,100   1,000,000
         18        635,089     819,948     1,057,673     418,793   1,000,000
         19        689,418     926,790     1,173,156     434,828   1,000,000
         20        746,464   1,044,229     1,298,943     446,094   1,000,000
         25      1,004,633   1,822,499     2,114,992     357,400   1,000,000
         35      1,406,935   3,053,019     3,345,743           0           0
</TABLE>
 
  * THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF YOU SURRENDER  YOUR POLICY DURING  THE FIRST TWO  POLICY YEARS, YOU  WILL
    RECEIVE  A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS THE
    CASH VALUE WOULD BE $13,918.50  IN YEAR ONE AND  $30,919.00 IN YEAR TWO  FOR
    THE CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    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.
 
                                       47
<PAGE>
                                 HARTFORD LIFE
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
 
                          DEATH BENEFIT OPTION: LEVEL
                           $750,000 BASIC FACE AMOUNT
                       $250,000 SUPPLEMENTAL FACE AMOUNT
                          ISSUE AGE 65 MALE PREFERRED/
                         ISSUE AGE 65 FEMALE PREFERRED
                           $21,500 SCHEDULED PREMIUM
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.30% NET)
 
<TABLE>
<CAPTION>
                PREMIUMS        CURRENT CHARGES*       GUARANTEED CHARGES**
  END OF      ACCUMULATED    -----------------------  ----------------------
  POLICY     AT 5% INTEREST    ACCOUNT       DEATH      ACCOUNT      DEATH
   YEAR         PER YEAR        VALUE       BENEFIT      VALUE      BENEFIT
- -----------  --------------  ------------  ---------  -----------  ---------
<S>          <C>             <C>           <C>        <C>          <C>
          1         22,575      11,405***  1,000,000      11,051   1,000,000
          2         46,279      28,481***  1,000,000      27,757   1,000,000
          3         71,168      45,444     1,000,000      44,333   1,000,000
          4         97,301      62,141     1,000,000      60,623   1,000,000
          5        124,741      78,388     1,000,000      76,441   1,000,000
          6        153,553      95,659     1,000,000      93,259   1,000,000
          7        183,806     112,024     1,000,000     109,141   1,000,000
          8        215,571     135,613     1,000,000     123,685   1,000,000
          9        248,925     160,011     1,000,000     136,391   1,000,000
         10        283,946     185,193     1,000,000     146,686   1,000,000
         11        320,718     213,309     1,000,000     155,665   1,000,000
         12        359,329     242,397     1,000,000     161,056   1,000,000
         13        399,871     272,371     1,000,000     162,087   1,000,000
         14        442,439     303,046     1,000,000     157,820   1,000,000
         15        487,136     334,429     1,000,000     147,022   1,000,000
         16        534,068     365,527     1,000,000     128,010   1,000,000
         17        583,346     396,044     1,000,000      98,492   1,000,000
         18        635,089     426,189     1,000,000      55,384   1,000,000
         19        689,418     456,183     1,000,000           0           0
         20        746,464     486,258     1,000,000           0           0
         25      1,004,633     628,972     1,000,000           0           0
         35      1,406,935     781,318     1,000,000           0           0
</TABLE>
 
  * THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF  YOU SURRENDER YOUR  POLICY DURING THE  FIRST TWO POLICY  YEARS, YOU WILL
    RECEIVE A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS  THE
    CASH  VALUE WOULD BE $13,232.50  IN YEAR ONE AND  $28,481.00 IN YEAR TWO FOR
    THE CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    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.
 
                                       48
<PAGE>
                                 HARTFORD LIFE
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
 
                          DEATH BENEFIT OPTION: LEVEL
                           $750,000 BASIC FACE AMOUNT
                       $250,000 SUPPLEMENTAL FACE AMOUNT
                          ISSUE AGE 65 MALE PREFERRED/
                         ISSUE AGE 65 FEMALE PREFERRED
                           $21,500 SCHEDULED PREMIUM
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.70% NET)
 
<TABLE>
<CAPTION>
                PREMIUMS        CURRENT CHARGES*       GUARANTEED CHARGES**
  END OF      ACCUMULATED    -----------------------  ----------------------
  POLICY     AT 5% INTEREST    ACCOUNT       DEATH      ACCOUNT      DEATH
   YEAR         PER YEAR        VALUE       BENEFIT      VALUE      BENEFIT
- -----------  --------------  ------------  ---------  -----------  ---------
<S>          <C>             <C>           <C>        <C>          <C>
          1         22,575      10,719***  1,000,000      10,377   1,000,000
          2         46,279      26,126***  1,000,000      25,446   1,000,000
          3         71,168      40,451     1,000,000      39,437   1,000,000
          4         97,301      53,558     1,000,000      52,213   1,000,000
          5        124,741      65,286     1,000,000      63,612   1,000,000
          6        153,553      77,062     1,000,000      75,059   1,000,000
          7        183,806      86,959     1,000,000      84,627   1,000,000
          8        215,571     103,147     1,000,000      91,949   1,000,000
          9        248,925     118,841     1,000,000      96,569   1,000,000
         10        283,946     133,976     1,000,000      97,966   1,000,000
         11        320,718     150,242     1,000,000      97,002   1,000,000
         12        359,329     165,851     1,000,000      91,627   1,000,000
         13        399,871     180,638     1,000,000      81,146   1,000,000
         14        442,439     194,317     1,000,000      64,731   1,000,000
         15        487,136     206,797     1,000,000      41,283   1,000,000
         16        534,068     216,795     1,000,000       9,279   1,000,000
         17        583,346     223,785     1,000,000           0           0
         18        635,089     226,911     1,000,000           0           0
         19        689,418     226,650     1,000,000           0           0
         20        746,464     223,137     1,000,000           0           0
         25      1,004,633     113,345     1,000,000           0           0
         35      1,406,935           0             0           0           0
</TABLE>
 
  * THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF  YOU SURRENDER YOUR  POLICY DURING THE  FIRST TWO POLICY  YEARS, YOU WILL
    RECEIVE A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS  THE
    CASH  VALUE WOULD BE $12,546.50  IN YEAR ONE AND  $26,126.00 IN YEAR TWO FOR
    THE CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    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.
 
                                       49
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To Hartford Life Insurance Company Separate Account Variable Life Two
  and to the Owners of Units of Interest therein:
 
    We  have  audited  the accompanying  statement  of assets  &  liabilities of
Hartford Life Insurance Company Separate Account Variable Life Two (the Account)
as of December 31, 1995, and the related statements of operations and changes in
net assets for the period from inception  August 14, 1995 to December 31,  1995.
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 audit.
 
    We  conducted  our  audit  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 audit provides a reasonable basis for our opinion.
 
    In  our opinion, the financial statements  referred to above present fairly,
in all  material respects,  the financial  position of  Hartford Life  Insurance
Company  Separate Account  Variable Life  Two as of  December 31,  1995, and the
results of  its  operations  and changes  in  net  assets for  the  period  from
inception  August 14,  1995 to December  31, 1995, in  conformity with generally
accepted accounting principles.
 
                                          Arthur Andersen LLP
 
Hartford, Connecticut
May 1, 1996
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
 
                       SEPARATE ACCOUNT VARIABLE LIFE TWO
                       STATEMENT OF ASSETS & LIABILITIES
                               DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                    HARTFORD
                                                                     CAPITAL
                                       HARTFORD       HVA MONEY    APPRECIATION  HARTFORD
                                      STOCK FUND     MARKET FUND   FUND         INDEX FUND
                                      SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT  SUB-ACCOUNT
                                     -------------   ------------  -----------  -----------
<S>                                  <C>             <C>           <C>          <C>
ASSETS:
  Hartford Stock Fund, Inc.
    Shares          6,143
    Cost         $ 21,652
    Market Value...................    $  21,666         --          --             --
  HVA Money Market Fund, Inc.
    Shares       931,515
    Cost         $931,515
    Market Value...................      --          $   931,515     --             --
  Hartford Capital Appreciation
   Fund, Inc.
    Shares        35,127
    Cost         $122,583
    Market Value...................      --              --        $122,583         --
  Hartford Index Fund, Inc.
    Shares        23,633
    Cost         $ 47,920
    Market Value...................      --              --          --         $   47,926
  Hartford International
   Opportunities Fund, Inc.
    Shares       107,296
    Cost         $140,095
    Market Value...................      --              --          --             --
  PCM Voyager Fund
    Shares          1,286
    Cost         $ 39,157
    Market Value...................      --              --          --             --
  PCM Global Growth Fund
    Shares          9,806
    Cost         $148,850
    Market Value...................      --              --          --             --
  PCM Global Asset Allocation Fund
    Shares          1,084
    Cost         $ 17,512
    Market Value...................      --              --          --             --
  PCM U.S. Government and High
   Quality Bond Fund
    Shares        20,392
    Cost         $280,189
    Market Value...................      --              --          --             --
  PCM Money Market Fund
    Shares          2,398
    Cost         $  2,398
    Market Value...................
  Fidelity VIP Equity Income Fund
    Shares           216
    Cost         $  4,133
    Market Value...................
  Receivable from fund shares
   sold............................            0               0         0               0
  Receivable from Hartford Life
   Insurance Co....................       21,666         931,515   122,583          47,920
                                     -------------   ------------  -----------  -----------
  Total Assets.....................       43,332       1,863,030   245,166          95,852
                                     -------------   ------------  -----------  -----------
LIABILITIES:
  Payable to Hartford Life
   Insurance Co....................            0               0         0               0
  Payable for fund shares
   purchased.......................       21,666         931,515   122,583          47,926
                                     -------------   ------------  -----------  -----------
  Total Liabilities................       21,666         931,515   122,583          47,926
                                     -------------   ------------  -----------  -----------
  Net Assets (variable life
   contract liabilities)...........    $  21,666     $   931,515   $122,583     $   47,926
                                     -------------   ------------  -----------  -----------
                                     -------------   ------------  -----------  -----------
Units Outstanding..................       15,057         833,048    84,744          33,392
Accumulation Unit Value at end of
  period...........................    $1.438906     $  1.118201   $1.446511    $ 1.435240
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       50
<PAGE>
<TABLE>
<CAPTION>
                                                                                                         PCM
                                                                                                        U.S.
                                                                                                     GOVERNMENT
                                        HARTFORD                                          PCM            AND
                                       INTERNATIONAL       PCM             PCM       GLOBAL ASSET       HIGH
                                       OPPORTUNITIES     VOYAGER          GLOBAL      ALLOCATION       QUALITY           PCM
                                       FUND               FUND         GROWTH FUND       FUND         BOND FUND   MONEY MARKET FUND
                                       SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT
                                       -----------   ---------------   ------------  -------------   -----------  ------------------
<S>                                    <C>           <C>               <C>           <C>             <C>          <C>
ASSETS:
  Hartford Stock Fund, Inc.
    Shares          6,143
    Cost         $ 21,652
    Market Value...................        --             --               --             --           --               --
  HVA Money Market Fund, Inc.
    Shares       931,515
    Cost         $931,515
    Market Value...................        --             --               --             --           --               --
  Hartford Capital Appreciation
   Fund, Inc.
    Shares        35,127
    Cost         $122,583
    Market Value...................        --             --               --             --           --               --
  Hartford Index Fund, Inc.
    Shares        23,633
    Cost         $ 47,920
    Market Value...................        --             --               --             --           --               --
  Hartford International
   Opportunities Fund, Inc.
    Shares       107,296
    Cost         $140,095
    Market Value...................     $ 140,095         --               --             --           --               --
  PCM Voyager Fund
    Shares          1,286
    Cost         $ 39,157
    Market Value...................        --          $   39,217          --             --           --               --
  PCM Global Growth Fund
    Shares          9,806
    Cost         $148,850
    Market Value...................        --             --           $   148,850        --           --               --
  PCM Global Asset Allocation Fund
    Shares          1,084
    Cost         $ 17,512
    Market Value...................        --             --               --         $    17,512      --               --
  PCM U.S. Government and High
   Quality Bond Fund
    Shares        20,392
    Cost         $280,189
    Market Value...................        --             --               --             --         $280,189           --
  PCM Money Market Fund
    Shares          2,398
    Cost         $  2,398
    Market Value...................                                                                                  $     2,398
  Fidelity VIP Equity Income Fund
    Shares           216
    Cost         $  4,133
    Market Value...................
  Receivable from fund shares
   sold............................             0               0                0              0          0                   0
  Receivable from Hartford Life
   Insurance Co....................       140,095          39,157          148,850         17,512    280,189               2,398
                                       -----------   ---------------   ------------  -------------   -----------  ------------------
  Total Assets.....................       280,190          78,434          297,700         35,024    560,378               4,796
                                       -----------   ---------------   ------------  -------------   -----------  ------------------
LIABILITIES:
  Payable to Hartford Life
   Insurance Co....................             0               0                0              0          0                   0
  Payable for fund shares
   purchased.......................       140,095          39,217          148,850         17,512    280,189               2,398
                                       -----------   ---------------   ------------  -------------   -----------  ------------------
  Total Liabilities................       140,095          39,217          148,850         17,512    280,189               2,398
                                       -----------   ---------------   ------------  -------------   -----------  ------------------
  Net Assets (variable life
   contract liabilities)...........     $ 140,095      $   39,217      $   148,850    $    17,512    $280,189        $     2,398
                                       -----------   ---------------   ------------  -------------   -----------  ------------------
                                       -----------   ---------------   ------------  -------------   -----------  ------------------
Units Outstanding..................       105,721           2,417           10,974          1,323     22,947               2,154
Accumulation Unit Value at end of
  period...........................     $1.325138      $16.223126      $ 13.563797    $ 13.234414    $12.210050      $  1.113543
 
<CAPTION>
 
                                      FIDELITY VIP
                                      EQUITY INCOME
                                          FUND
                                       SUB-ACCOUNT
                                     ---------------
<S>                                  <C>
ASSETS:
  Hartford Stock Fund, Inc.
    Shares          6,143
    Cost         $ 21,652
    Market Value...................       --
  HVA Money Market Fund, Inc.
    Shares       931,515
    Cost         $931,515
    Market Value...................
  Hartford Capital Appreciation
   Fund, Inc.
    Shares        35,127
    Cost         $122,583
    Market Value...................       --
  Hartford Index Fund, Inc.
    Shares        23,633
    Cost         $ 47,920
    Market Value...................       --
  Hartford International
   Opportunities Fund, Inc.
    Shares       107,296
    Cost         $140,095
    Market Value...................       --
  PCM Voyager Fund
    Shares          1,286
    Cost         $ 39,157
    Market Value...................       --
  PCM Global Growth Fund
    Shares          9,806
    Cost         $148,850
    Market Value...................       --
  PCM Global Asset Allocation Fund
    Shares          1,084
    Cost         $ 17,512
    Market Value...................       --
  PCM U.S. Government and High
   Quality Bond Fund
    Shares        20,392
    Cost         $280,189
    Market Value...................       --
  PCM Money Market Fund
    Shares          2,398
    Cost         $  2,398
    Market Value...................       --
  Fidelity VIP Equity Income Fund
    Shares           216
    Cost         $  4,133
    Market Value...................    $     4,170
  Receivable from fund shares
   sold............................              0
  Receivable from Hartford Life
   Insurance Co....................          4,170
                                     ---------------
  Total Assets.....................          8,340
                                     ---------------
LIABILITIES:
  Payable to Hartford Life
   Insurance Co....................              0
  Payable for fund shares
   purchased.......................          4,170
                                     ---------------
  Total Liabilities................          4,170
                                     ---------------
  Net Assets (variable life
   contract liabilities)...........    $     4,170
                                     ---------------
                                     ---------------
Units Outstanding..................          3,469
Accumulation Unit Value at end of
  period...........................    $  1.201923
</TABLE>
 
                                       51
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
 
                       SEPARATE ACCOUNT VARIABLE LIFE TWO
                            STATEMENT OF OPERATIONS
              FOR THE PERIOD AUGUST 14, 1995 TO DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                  HARTFORD
                                                                   CAPITAL
                                      HARTFORD     HVA MONEY    APPRECIATION     HARTFORD
                                     STOCK FUND   MARKET FUND       FUND        INDEX FUND
                                     SUB-ACCOUNT  SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                     -----------  -----------  ---------------  -----------
<S>                                  <C>          <C>          <C>              <C>
INVESTMENT INCOME:
  Dividends........................   $       7    $   7,711     $         0     $       7
EXPENSES:
  Mortality and expense
   undertakings....................           0            0               0             0
                                     -----------  -----------  ---------------  -----------
  Net investment income (loss).....           7        7,711               0             7
                                     -----------  -----------  ---------------  -----------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
   security transactions...........           0            0               0             0
  Net unrealized appreciation of
   investments during the period...          14            0               0            60
                                     -----------  -----------  ---------------  -----------
  Net gains on investments.........          14            0               0            60
                                     -----------  -----------  ---------------  -----------
  Net increase in net assets
   resulting from operations.......   $      21    $   7,711     $         0     $      13
                                     -----------  -----------  ---------------  -----------
                                     -----------  -----------  ---------------  -----------
 
                              HARTFORD LIFE INSURANCE COMPANY
                            SEPARATE ACCOUNT VARIABLE LIFE TWO
                            STATEMENT OF CHANGES IN NET ASSETS
                    FOR THE PERIOD AUGUST 14, 1995 TO DECEMBER 31, 1995
 
<CAPTION>
                                                                  HARTFORD
                                                                   CAPITAL
                                      HARTFORD     HVA MONEY    APPRECIATION     HARTFORD
                                     STOCK FUND   MARKET FUND       FUND        INDEX FUND
                                     SUB-ACCOUNT  SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                     -----------  -----------  ---------------  -----------
<S>                                  <C>          <C>          <C>              <C>
OPERATIONS:
  Net investment income (loss).....   $       7    $   7,711     $         0     $       7
  Net realized gain (loss) on
   security transactions...........           0            0               0             0
  Net unrealized appreciation of
   investments during the period...          14            0               0             6
                                     -----------  -----------  ---------------  -----------
Net increase in net assets
  resulting from operations........          21        7,711               0            13
                                     -----------  -----------  ---------------  -----------
UNIT TRANSACTIONS:
  Purchases........................           0    1,795,344               0             0
  Net transfers....................      21,645     (824,475)        122,583        47,913
  Cost of insurance and other
   charges.........................           0      (47,065)              0             0
                                     -----------  -----------  ---------------  -----------
  Net increase in net assets
   resulting from unit
   transactions....................      21,645      923,804         122,583        47,913
                                     -----------  -----------  ---------------  -----------
  Total increase in net assets.....      21,666      931,515         122,583        47,926
NET ASSETS:
  Beginning of Period..............           0            0               0             0
                                     -----------  -----------  ---------------  -----------
  End of Period....................   $  21,666    $ 931,515     $   122,583     $  47,926
                                     -----------  -----------  ---------------  -----------
                                     -----------  -----------  ---------------  -----------
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       52
<PAGE>
<TABLE>
<CAPTION>
                                                                          PCM             PCM
                             HARTFORD                                   GLOBAL      U.S. GOVERNMENT
                           INTERNATIONAL       PCM          PCM          ASSET            AND              PCM       FIDELITY VIP
                           OPPORTUNITIES     VOYAGER       GLOBAL     ALLOCATION   HIGH QUALITY BOND  MONEY MARKET   EQUITY INCOME
                               FUND           FUND      GROWTH FUND      FUND            FUND             FUND           FUND
                            SUB-ACCOUNT    SUB-ACCOUNT  SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT
                          ---------------  -----------  ------------  -----------  -----------------  -------------  -------------
<S>                       <C>              <C>          <C>           <C>          <C>                <C>            <C>
INVESTMENT INCOME:
  Dividends...........       $       0      $       0    $        0    $       0       $       0        $       0      $       0
EXPENSES:
  Mortality and
   expense
   undertakings.......               0              0             0            0               0                0              0
                          ---------------  -----------  ------------  -----------  -----------------  -------------  -------------
  Net investment
   income (loss)......               0              0             0            0               0                0              0
                          ---------------  -----------  ------------  -----------  -----------------  -------------  -------------
NET REALIZED AND
  UNREALIZED GAIN
  (LOSS) ON
  INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions.......               0              0             0            0               0                0              0
  Net unrealized
   appreciation of
   investments during
   the period.........               0             60             0            0               0                0             37
                          ---------------  -----------  ------------  -----------  -----------------  -------------  -------------
  Net gains on
   investments........               0             60             0            0               0                0             37
                          ---------------  -----------  ------------  -----------  -----------------  -------------  -------------
  Net increase in net
   assets resulting
   from operations....       $       0      $      60    $        0    $       0       $       0        $       0      $      37
                          ---------------  -----------  ------------  -----------  -----------------  -------------  -------------
                          ---------------  -----------  ------------  -----------  -----------------  -------------  -------------
 
                         HARTFORD LIFE INSURANCE COMPANY
                       SEPARATE ACCOUNT VARIABLE LIFE TWO
                       STATEMENT OF CHANGES IN NET ASSETS
               FOR THE PERIOD AUGUST 14, 1995 TO DECEMBER 31, 1995
 
<CAPTION>
                                                                          PCM             PCM
                             HARTFORD                                   GLOBAL      U.S. GOVERNMENT
                           INTERNATIONAL       PCM          PCM          ASSET            AND              PCM       FIDELITY VIP
                           OPPORTUNITIES     VOYAGER       GLOBAL     ALLOCATION   HIGH QUALITY BOND  MONEY MARKET   EQUITY INCOME
                               FUND           FUND      GROWTH FUND      FUND            FUND             FUND           FUND
                            SUB-ACCOUNT    SUB-ACCOUNT  SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT
                          ---------------  -----------  ------------  -----------  -----------------  -------------  -------------
<S>                       <C>              <C>          <C>           <C>          <C>                <C>            <C>
OPERATIONS:
  Net investment
   income (loss)......       $       0      $       0    $        0    $       0       $       0        $       0      $       0
  Net realized gain
   (loss) on security
   transactions.......               0              0             0            0               0                0              0
  Net unrealized
   appreciation of
   investments during
   the period.........               0             60             0            0               0                0             37
                          ---------------  -----------  ------------  -----------  -----------------  -------------  -------------
Net increase in net
  assets resulting
  from operations.....               0             60             0            0               0                0             37
                          ---------------  -----------  ------------  -----------  -----------------  -------------  -------------
UNIT TRANSACTIONS:
  Purchases...........               0              0             0            0               0                0              0
  Net transfers.......         140,095         39,157       148,850       17,512         280,189            2,398          4,133
  Cost of insurance
   and other
   charges............               0              0             0            0               0                0              0
                          ---------------  -----------  ------------  -----------  -----------------  -------------  -------------
  Net increase in net
   assets resulting
   from unit
   transactions.......         140,095         39,157       148,850       17,512         280,189            2,398          4,133
                          ---------------  -----------  ------------  -----------  -----------------  -------------  -------------
  Total increase in
   net assets.........         140,095         39,217       148,850       17,512         280,189            2,398          4,170
NET ASSETS:
  Beginning of
   Period.............               0              0             0            0               0                0              0
                          ---------------  -----------  ------------  -----------  -----------------  -------------  -------------
  End of Period.......       $ 140,095      $  39,217    $  148,850    $  17,512       $ 280,189        $   2,398      $   4,170
                          ---------------  -----------  ------------  -----------  -----------------  -------------  -------------
                          ---------------  -----------  ------------  -----------  -----------------  -------------  -------------
</TABLE>
 
                                       53
<PAGE>
                       SEPARATE ACCOUNT VARIABLE LIFE TWO
 
                        HARTFORD LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1995
 
 1.  ORGANIZATION:
 
    Separate  Account Variable Life  Two (the Account)  is a separate investment
    account  within  Hartford  Life  Insurance  Company  (the  Company)  and  is
    registered  with  the Securities  and Exchange  Commission  (SEC) as  a unit
    investment trust under the Investment Company  Act of 1940, as amended.  The
    Account  consists of twenty-two  sub-accounts which invest  in the Hartford,
    Putnam Capital  Manager Trust  and Fidelity  Mutual Funds  (the Funds).  The
    Account commenced operations on August 14, 1995 and as of December 31, 1995,
    only  eleven sub-accounts had contractholder  activity. Both the Company and
    the Account are subject to supervision  and regulation by the Department  of
    Insurance  of  the State  of Connecticut  and the  SEC. The  Account invests
    deposits by variable life contractholders  of the Company in various  mutual
    funds (the Funds) as directed by the contractholders.
 
 2.  SIGNIFICANT ACCOUNTING POLICIES:
 
    The  following  is  a  summary of  significant  accounting  policies  of the
    Account,  which  are  in  accordance  with  generally  accepted   accounting
    principles in the investment company industry:
 
    a)   SECURITY TRANSACTIONS--Security transactions  are recorded on the trade
       date (date the  order to buy  or sell is  executed). Cost of  investments
       sold  is determined on the basis of identified cost. Dividend and capital
       gains income are accrued as of the ex-dividend date.
 
    b)  SECURITY  VALUATION--The investment  in shares of  the Hartford,  Putnam
       Capital Manager Trust and Fidelity mutual funds are valued at the closing
       net  asset value per  share as determined  by the appropriate  Fund as of
       December 31, 1995.
 
    c)  FEDERAL INCOME TAXES--The operations of the Account form a part of,  and
       are taxed with, the total operations of the Company, which is taxed as an
       insurance  company under the Internal Revenue Code. Under current law, no
       federal income taxes are  payable with respect to  the operations of  the
       Account.
 
    d)   USE OF ESTIMATES--The preparation of financial statements in conformity
       with generally accepted accounting principles requires management to make
       estimates and assumptions that affect the reported amounts of assets  and
       liabilities  as of the date of  the financial statements and the reported
       amounts of income and  expenses during the  period. Operating results  in
       the  future  could  vary  from  the  amounts  derived  from  management's
       estimates.
 
 3.  ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:
 
    In accordance with the terms of the contracts, the Company makes  deductions
    for  mortality and  expense undertakings, cost  of insurance, administrative
    fees,  and  state  premium  taxes.   These  charges  are  deducted   through
    termination of units of interest from applicable contract owners' accounts.
 
                                       54

<PAGE>

                       REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Hartford Life Insurance Company and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Hartford Life
Insurance Company (a Connecticut corporation and wholly-owned subsidiary of
Hartford Life and Accident Insurance Company) and subsidiaries as of December
31, 1995 and 1994, and the related consolidated statements of  income,
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 1995.  These consolidated financial statements and the
schedules referred to below are the responsibility of Hartford Life Insurance 
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements and schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
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
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Hartford Life Insurance Company and subsidiaries as of December 31, 1995 and
1994, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995 in conformity with generally
accepted accounting principles.

As discussed in Note 1 in Notes to Consolidated Financial Statements, Hartford
Life Insurance Company adopted new accounting standards promulgated by the
Financial Accounting Standards Board, changing its methods of accounting, as of
January 1, 1994, for debt and equity securities.

Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole.  The schedules listed in
the Index to Consolidated Financial Statements and Schedules are presented for
purposes of complying with the Securities and Exchange Commission's rules and
are not a required part of the basic consolidated financial statements.  These
schedules have been subjected to the auditing procedures applied in the audits
of the basic consolidated financial statements  and, in our opinion, fairly
state in all material respects the  financial data required to be set forth
therein in relation to the  basic consolidated financial statements taken as a
whole.

                                             ARTHUR ANDERSEN  LLP


Hartford, Connecticut
January 24, 1996

                                         F-1

<PAGE>


                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF INCOME
                                    (IN MILLIONS)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
                                       FOR THE YEAR ENDED DECEMBER 31,
                                  ----------------------------------------
                                       1995           1994           1993
                                      -------        -------        ------
<S>                                   <C>            <C>            <C>
REVENUES
    Premiums and other considerations  $1,487         $1,100         $747
    Net investment income               1,328          1,292        1,051
    Net realized (losses) gains           (11)             7           16
                                       ------         ------        -----
                       TOTAL REVENUES   2,804          2,399        1,814
                                       ------         ------        -----

BENEFITS, CLAIMS AND EXPENSES
    Benefits, claims and claim
     adjustment expenses                1,422          1,405        1,046
    Dividends to policyholders            675            419          227
    Amortization of deferred policy
     acquisition costs                    199            145          113
    Other insurance expense               317            227          210
                                       ------         ------        -----
  TOTAL BENEFITS, CLAIMS AND EXPENSES   2,613          2,196        1,596
                                       ------         ------        -----
                                      
INCOME BEFORE INCOME TAX EXPENSE          191            203          218

    Income tax expense                     62             65           75
                                       ------         ------        -----
NET INCOME                               $129           $138         $143
                                       ------         ------        -----
                                       ------         ------        -----

- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
</TABLE>
The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-2

<PAGE>


                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                           (IN MILLIONS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
                                                           AS OF DECEMBER 31,
                                                           ------------------
                                                           1995      1994
                                                           -------   --------
                        ASSETS
<S>                                                        <C>       <C>
Investments
    Fixed maturities
         available for sale, at market value
         (amortized cost of $14,440 and $14,464)           $14,400   $13,429
    Equity securities, at market value
         (cost of $61 and $76)                                  63        68
    Mortgage loans, at outstanding balance                     265       316
    Policy loans, at outstanding balance                     3,381     2,614
    Other investments, at cost                                 156       107
                                                           -------   -------
                                       TOTAL INVESTMENTS    18,265    16,534

Cash                                                            46        20
Premiums and amounts receivable                                165       160
Reinsurance recoverable                                      6,221     5,466
Accrued investment income                                      394       378
Deferred policy acquisition costs                            2,188     1,809
Deferred income tax                                            420       590
Other assets                                                   234        83
Separate account assets                                     36,264    22,809
                                                           -------   -------
                                            TOTAL ASSETS   $64,197   $47,849
                                                           -------   -------
                                                           -------   -------

                        LIABILITIES
Future policy benefits                                      $2,373    $1,890
Other policyholder funds                                    22,598    21,328
Other liabilities                                            1,233     1,000
Separate account liabilities                                36,264    22,809
                                                           -------   -------
                                       TOTAL LIABILITIES    62,468    47,027
                                                           -------   -------
Commitments and contingencies (Note 9)

                   STOCKHOLDER'S EQUITY
Common stock
    Authorized 1,000 shares, $5,690 par value
    Issued and outstanding 1,000 shares                          6         6
Additional paid-in capital                                   1,007       826
Retained earnings                                              773       644
Unrealized loss on investments, net of tax                     (57)     (654)
                                                           -------   -------
                              TOTAL STOCKHOLDER'S EQUITY     1,729       822
                                                           -------   -------
              TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY   $64,197   $47,849
                                                           -------   -------
                                                           -------   -------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
</TABLE>
The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-3

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                                    (IN MILLIONS)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                               UNREALIZED LOSS       TOTAL
                                                        COMMON     ADDITIONAL      RETAINED   ON INVESTMENTS,    STOCKHOLDER'S
                                                        STOCK    PAID-IN-CAPITAL   EARNINGS     NET OF TAX          EQUITY
                                                        ------   ---------------   --------   ---------------    -------------
<S>                                                    <C>      <C>               <C>        <C>                <C>
BALANCE, DECEMBER 31, 1992                                  $6              $498       $373                $0             $877

 Net income                                                  -                 -        143                 -              143

 Capital contribution                                        -               180          -                 -              180

 Excess of assets over liabilities
 on reinsurance assumed from affiliate                       -                (2)         -                 -               (2)

 Change in unrealized loss on investments, net of tax        -                 -          -                (5)              (5)

                                                         ------   ---------------   --------   ---------------    -------------
BALANCE, DECEMBER 31, 1993                                   6               676        516                (5)           1,193
                                                         ------   ---------------   --------   ---------------    -------------


 Net income                                                  -                 -        138                 -              138

 Capital contribution                                        -               150          -                 -              150

 Dividend paid                                               -                 -        (10)                -              (10)

 Change in unrealized loss on investments, net of tax*       -                 -          -              (649)            (649)
                                                        ------   ---------------   --------   ---------------    -------------

BALANCE, DECEMBER 31, 1994                                   6               826        644              (654)             822
                                                        ------   ---------------   --------   ---------------    -------------

 Net income                                                  -                 -        129                 -              129

 Capital contribution                                        -               181          -                 -              181

 Change in unrealized loss on investments, net of tax        -                 -          -               597              597
                                                        ------   ---------------   --------   ---------------    -------------

BALANCE, DECEMBER 31, 1995                                  $6           $1,007       $773              ($57)           $1,729
                                                        ------   ---------------   --------   ---------------    -------------
                                                        ------   ---------------   --------   ---------------    -------------

- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(*) The 1994 change in unrealized loss on investments, net of tax, included an
unrealized gain of $91 due to adoption of SFAS No. 115 as discussed in Note 1(b)
of Notes to Consolidated Financial Statements.

The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-4

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (IN MILLIONS)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

                                                                                        FOR THE YEAR ENDED DECEMBER 31,
                                                                               ----------------------------------------------
                                                                                    1995            1994            1993
                                                                               -------------   --------------   -------------
<S>                                                                           <C>             <C>              <C>
OPERATING ACTIVITIES
 Net income                                                                             $129             $138            $143
 Adjustments to net income:
   Net realized (losses) gains                                                            11               (7)            (16)
   (Decrease) increase in liability to policyholders for realized gains                   (3)               5             (15)
   Net amortization of premium on fixed maturities                                        21               41               2
   Provision for deferred income taxes                                                  (172)            (128)           (121)
   Increase in deferred policy acquisition costs                                        (379)            (441)           (292)
   (Increase) decrease in premiums and amounts receivable                                (81)              10             (28)
   Increase in accrued investment income                                                 (16)            (106)             (4)
   (Increase) decrease in other assets                                                  (177)             101             (36)
   (Increase) decrease in reinsurance recoverable                                        (35)              75            (121)
   Increase in liability for future policy benefits                                      483              224             360
   Increase in other liabilities                                                         281              191             176
                                                                               -------------   --------------   -------------
                                     CASH PROVIDED BY OPERATING ACTIVITIES                62              103              48
                                                                               -------------   --------------   -------------

INVESTING ACTIVITIES
 Purchases of fixed maturities investments                                            (6,228)          (9,127)        (12,406)
 Proceeds from sales of fixed maturities investments                                   4,848            5,708           8,813
 Maturities and principal paydowns of fixed maturities investments                     1,741            1,931           2,596
 Net purchases of other investments                                                     (871)          (1,338)           (206)
 Net (purchases)/sales of short-term investments                                         (24)             135            (564)
                                                                               -------------   --------------   -------------
                                        CASH USED FOR INVESTING ACTIVITIES              (534)          (2,691)         (1,767)
                                                                               -------------   --------------   -------------

FINANCING ACTIVITIES
 Net receipts from investment and UL-type contracts credited to
   policyholder account balances                                                         498            2,467           1,513
 Capital contribution                                                                      0              150             180
 Dividends paid                                                                            0              (10)              0
                                                                               -------------   --------------   -------------
                                     CASH PROVIDED BY FINANCING ACTIVITIES               498            2,607           1,693
                                                                               -------------   --------------   -------------

NET INCREASE (DECREASE) IN CASH                                                           26               19             (26)

 Cash at beginning of year                                                                20                1              27
                                                                               -------------   --------------   -------------

CASH AT END OF YEAR                                                                      $46              $20              $1
                                                                               -------------   --------------   -------------
                                                                               -------------   --------------   -------------

- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-5


<PAGE>


             HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (DOLLAR AMOUNTS IN MILLIONS)



1.  SIGNIFICANT ACCOUNTING POLICIES

(A)  BASIS OF PRESENTATION
These consolidated financial statements include Hartford Life Insurance Company
and its wholly-owned subsidiaries ("Hartford Life" or the "Company"), ITT
Hartford Life and Annuity Insurance Company ("ILA") and ITT Hartford 
International Life Reassurance Corporation ("HLRe"), formerly American Skandia
Life Reinsurance Corporation.  Hartford Life is a wholly-owned subsidiary of
Hartford Life and Accident Insurance Company ("HLA").  Hartford Life is
ultimately owned by Hartford Fire Insurance Company ("Hartford Fire"), which is
ultimately owned by ITT Hartford Group, Inc. ("ITT Hartford"), formerly a
subsidiary of ITT Corporation ("ITT").  On December 19, 1995, ITT Corporation 
distributed all of the outstanding shares of ITT Hartford Group to ITT 
Corporation Shareholders of record in an action known herein as the 
"Distribution".  As a result of the Distribution, ITT Hartford became an 
independent publicly traded company.

The preparation of financial statements, in conformity with generally 
accepted accounting principles, requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
reporting period. Actual results could differ from those estimates. The 
Company offers life, annuity, pension, and disability insurance products. 
These products are distributed and marketed by multiple distribution channels 
which include broker-dealers, agents and banks, as well as a captive sales 
force. Hartford Life conducts business primarily in the United States and is 
licensed to write business in all 50 states. The Company is headquartered in 
Simsbury, Connecticut and has 3,045 direct employees. 
 
The consolidated financial statements are prepared in conformity with generally
accepted accounting principles which differ in certain material respects from
the accounting practices prescribed or permitted by various insurance
regulatory authorities.

(B)  CHANGES IN ACCOUNTING PRINCIPLES
Effective January 1, 1994, Hartford Life adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities".  The new standard requires, among other things,
that securities be classified as "held-to-maturity", "available-for-sale" or
"trading" based on Hartford Life's intentions with respect to the ultimate
disposition of the security and its ability to effect those intentions.  The
classification determines the appropriate accounting carrying value (cost basis
or fair value) and, in the case of fair value, whether the adjustment impacts
Stockholder's Equity directly or is reflected in the Consolidated Statements of
Income.  Investments in equity securities had previously been and continue to
be recorded at fair value with the corresponding impact included in
Stockholder's Equity.  Under SFAS No. 115,  Hartford Life's fixed maturities
are classified as "available-for-sale" and accordingly, these investments are
reflected at fair value with the corresponding impact included as a component
of Stockholder's Equity designated as "Unrealized loss on investments, net of
tax."  As with the underlying investment security, unrealized gains and losses
on derivative financial instruments are considered in determining the fair
value of the portfolios.  The impact of adoption was an increase to
Stockholder's Equity of $91.  Hartford Life's cash flows were not impacted by
this change in accounting principle.

(C)  REVENUE RECOGNITION
Revenues for universal life policies and investment products consist of policy
charges for the cost of insurance, policy administration and surrender charges
assessed to policy account balances.  Premiums for traditional life insurance
policies are recognized as revenues when they are due from policyholders. 
Deferred acquisition costs are amortized using the retrospective deposit method
for universal life and other types of contracts where the payment pattern is
irregular or surrender charges are a significant source of profit and the
prospective deposit method is used where investment margins are the primary
source of profit.

                                         F-6

<PAGE>

(D)  FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS
Liabilities for future policy benefits are computed by the net level premium
method using interest rate assumptions varying from 3% to 11% and withdrawal,
mortality and morbidity assumptions which vary by plan, year of issue and
policy durations and include a provision for adverse deviation.  Other
policyholder funds which represent liabilities for universal life insurance and
investment products reflect policy account balances before applicable surrender
charges.

(E)  POLICYHOLDER REALIZED GAINS AND LOSSES
Realized gains and losses on security transactions associated with Hartford
Life's immediate participation guaranteed  contracts are excluded from 
revenues, since under the terms of the contracts the realized gains and losses
will be credited to policyholders in future years as they are entitled to
receive them.

(F)  DEFERRED POLICY ACQUISITION COSTS
Policy acquisition costs, including commissions and certain underwriting
expenses associated with acquiring traditional life insurance products, are
deferred and amortized over the lesser of the estimated or actual contract
life.  For universal life insurance and investment products, acquisition costs
are being amortized generally in proportion to the present value of expected
gross profits from surrender charges, investment, mortality and expense
margins.

(G)  INVESTMENTS
Hartford Life's investments in fixed maturities include bonds, redeemable
preferred stock and commercial paper which are classified as "available-for-
sale" and accordingly are carried at market value with the after-tax difference
from cost reflected as a component of  Stockholder's Equity designated
"Unrealized loss on investments, net of tax". Equity securities, which include
common and non-redeemable preferred stocks, are carried at market value with
the after-tax difference from cost reflected in Stockholder's Equity.  Realized
investment gains and losses, after deducting life and pension policyholders'
share, are reported as a component of revenue and are determined on a specific
identification basis. 

(H)  DERIVATIVE FINANCIAL INSTRUMENTS
Hartford Life uses a variety of derivative financial instruments including,
swaps, caps, floors, options, forwards and exchange traded financial futures as
part of an overall risk management strategy.  These instruments, are used as a
means of hedging exposure to price, foreign currency and/or interest rate risk
on planned investment purchases or existing assets and liabilities. Hartford
Life does not hold or issue derivative financial instruments for trading
purposes. Hartford Life's accounting for derivative financial instruments used
to manage risk is in accordance with the concepts established in SFAS No. 80,
"Accounting for Futures Contracts," SFAS No. 52 , "Foreign Currency
Translation", American Institute of Certified Public Accountants Statement of 
Position 86-2, "Accounting for Options" and various Emerging Issues Task Force
pronouncements. Written options are in all cases used in conjunction with other
assets and derivatives as part of an overall risk management strategy. 
Derivative instruments are carried at values consistent with the asset or
liability being hedged.  Derivatives used to hedge fixed maturities or equities
are carried at fair value with the after-tax difference from cost reflected in
Stockholder's Equity.  Derivatives used to hedge other invested assets or
liabilities are carried at cost.

Derivatives, used as part of a risk management strategy, must be designated at
inception as a hedge and measured for effectiveness both at inception and on an
ongoing basis. Hartford Life's minimum correlation threshold for hedge
designation is 80%.  If correlation, which is assessed monthly and measured
based on a rolling three month average, falls below 80%, hedge accounting will
be terminated. 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.  Synthetic
instrument accounting, consistent with industry practice, provides that the
synthetic asset is accounted for like the financial instrument it is intended
to replicate.  Derivatives which fail to meet risk management criteria are
marked to market with the impact reflected in the Consolidated Statements
of Income.

Gains or losses on financial futures contracts entered into in anticipation 
of the future receipt of product cash flows are deferred and, at the time of 
the ultimate purchase, reflected as a basis adjustment to the purchased 
asset.  Gains or losses on futures used in invested asset risk management are 
deferred and adjusted into the basis of the hedged asset when the contract 
futures are closed, except for  futures used in duration hedging which are 
deferred and basis adjusted on a quarterly basis.  The basis adjustments are 
amortized into investment  income over the remaining asset life.

                                         F-7

<PAGE>

Open forward commitment contracts are marked to market through Stockholder's
Equity.  Such contracts are recorded at settlement by recording the purchase of
the specified securities at the previously committed price.  Gains or losses
resulting from the termination of the forward commitment contracts before the
delivery of the securities are recognized immediately in the Consolidated
Statements of Income as a component of net investment income.

The cost of options entered into as part of a risk management strategy are
basis adjusted to the underlying asset or liability and amortized over the
remaining life of the hedge. Gains or losses on expiration or termination are
adjusted into the basis of the underlying asset or liability and amortized over
the remaining asset life. 

Interest rate swaps involve the periodic exchange of payments without the
exchange of underlying principal or notional amounts.  Net receipts or payments
are accrued and  recognized over the life of the swap agreement as an
adjustment to income.  Should the swap be terminated, the gain or loss is
adjusted into the basis of the asset or liability and amortized over the
remaining life. Should the hedged asset be sold or liability terminated without
terminating the swap position, any swap gains or losses are immediately
recognized in earnings.  Interest rate swaps purchased  in anticipation of an
asset purchase ("anticipatory transaction") are recognized  consistent with the
underlying asset components such that the settlement component is recognized in
the Consolidated Statements of Income while the change in market value is
recognized as an unrealized gain or loss. 

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

Forward exchange contracts and foreign currency swaps are accounted for in
accordance with SFAS No. 52.

(I)  RELATED PARTY TRANSACTIONS
Transactions of Hartford Life with its parent and affiliates relate principally
to tax settlements, insurance coverage, rental and service fees and payment of
dividends and capital contributions.  In addition, certain affiliated insurance
companies purchased group annuity contracts from Hartford Life to fund pension
costs and claim annuities to settle casualty claims.

On June 30, 1995, the assets of Lyndon Insurance Company ("Lyndon") were 
contributed to ILA.  As a result, ILA received approximately $365 in fixed 
maturities, equity securities and cash, $26 in receivables, $187 of current 
tax liability, $20 in deferred tax liability, and $3 of other liabilities.  
The excess of assets over liabilities of $181 were recorded as an increase to 
paid-in capital. 

Substantially all general insurance expenses related to Hartford Life,
including rent expenses, are initially paid by Hartford Fire.  Direct expenses
are allocated to Hartford Life using specific identification and indirect
expenses are allocated using other applicable methods.

The rent paid to Hartford Fire for the space occupied by Hartford Life was $3
in 1995, 1994, and 1993 respectively.  Hartford Life expects to pay rent of $3
in 1996, 1997, 1998, 1999, and 2000, respectively and $57 thereafter, over the
contract life of the lease.

(J) DIVIDEND TO POLICYHOLDERS 
Dividends to policyholders primarily represent those amounts paid to corporate
owned life insurance ("COLI") policyholders. These dividend liabilities, which
appear as other policyholder funds on the Consolidated Balance Sheets, are
recorded when approved by the board of directors.
 
See Note (4) for the related party coinsurance agreements.

                                         F-8

<PAGE>

2. INVESTMENTS
(a) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                                             --------------------------
<S>                                                          <C>      <C>       <C>
                                                              1995      1994      1993 
                                                             ------    ------    ------
Interest income                                              $1,338    $1,247    $1,007
Income from other investments                                     1        54        53
                                                             ------    ------    ------

                                    GROSS INVESTMENT INCOME   1,339     1,301     1,060

Less: Investment expenses                                        11         9         9
                                                             ------    ------    ------
                                      NET INVESTMENT INCOME  $1,328    $1,292    $1,051
                                                             ------    ------    ------
                                                             ------    ------    ------

(b) UNREALIZED GAINS/(LOSSES) ON EQUITY SECURITIES

                                                                 As of December 31,
                                                             --------------------------
                                                              1995      1994      1993 
                                                             ------    ------    ------
Gross unrealized gains                                           $4        $2        $3
Gross unrealized losses                                          (2)      (11)      (11)
Deferred income tax expenses/(benefit)                            1        (3)       (3)
                                                             ------    ------    ------
                    NET UNREALIZED GAINS (LOSSES) AFTER TAX       1        (6)       (5)
Balance at the beginning of the year                             (6)       (5)       (0)
                                                             ------    ------    ------
CHANGE IN NET UNREALIZED GAINS (LOSSES) ON EQUITY SECURITIES     $7       ($1)      ($5)
                                                             ------    ------    ------
                                                             ------    ------    ------

(c) UNREALIZED GAINS/(LOSSES) IN FIXED SECURITIES
                                                                 As of December 31,
                                                             --------------------------
                                                              1995      1994      1993 
                                                             ------    ------    ------
Gross unrealized gains                                         $529      $150      $538
Gross unrealized losses                                        (569)   (1,185)     (290)
Unrealized (losses)/gains credited to policyholder              (52)       37         0
Deferred income tax (benefit)/expense                           (34)     (350)       87
                                                             ------    ------    ------
                    NET UNREALIZED (LOSSES) GAINS AFTER TAX     (58)     (648)      161

Balance at the beginning of the year                           (648)      161       144
                                                             ------    ------    ------
                  CHANGE IN NET UNREALIZED GAINS(LOSES) 
                   ON FIXED MATURITIES                         $590     ($809)      $17
                                                             ------    ------    ------
                                                             ------    ------    ------

(d) COMPONENTS OF NET REALIZED GAINS/(LOSSES)
                                                              Year ended December 31,
                                                             --------------------------
                                                              1995      1994      1993 
                                                             ------    ------    ------
Fixed maturities                                                $23      ($34)     ($12)
Equity securities                                                (6)      (11)        0
Real estate and other                                           (25)       47        43
Less: (decrease)/increase in liability to policyholders
  for realized gains                                             (3)        5       (15)
                                                             ------    ------    ------
                                NET REALIZED (LOSSES) GAINS    ($11)       $7       $16
                                                             ------    ------    ------
                                                             ------    ------    ------
</TABLE>
 
                                         F-9

<PAGE>

(e) DERIVATIVE INVESTMENTS
A summary of investments, segregated by major category along with the types of
derivatives and their respective notional amounts, are as follows as of
December 31, 1995 :
 
<TABLE>
<CAPTION>
                                                           SUMMARY OF INVESTMENTS
                                                           AS OF DECEMBER 31, 1995
                                                              (CARRYING AMOUNT)

                                                                                                          
                                                         Caps, Floors & Options                         Foreign
                                  Carrying               -----------------------                        Currency
                                   Value   Non-Derivative Issued(b)  Purchased(c)  Futures(d)  Swaps(f)   Swaps
                                  --------  -----------  --------   -----------   ---------   --------   -------
<S>                               <C>          <C>          <C>            <C>          <C>     <C>        <C>
Asset-backed securities             $5,764       $5,752       ($1)          $30          $0       ($17)       $0
Inverse floaters(a)                    711          794       (30)           16           0        (69)        0
Anticipatory(e)                          0            0         0             0           0          0         0
                                  --------  -----------  --------   -----------   ---------   --------   -------
  TOTAL ASSET-BACKED SECURITIES      6,475        6,546       (31)           46           0        (86)        0

Other bonds and notes                7,118        7,165        (1)            0           0        (22)      (24)
Short-term investments                 807          807         0             0           0          0         0
                                  --------  -----------  --------   -----------   ---------   --------   -------
           TOTAL FIXED MATURITIES   14,400       14,518       (32)           46           0       (108)      (24)
Other investments                    3,865        3,865         0             0           0          0         0
                                  --------  -----------  --------   -----------   ---------   --------   -------
             TOTAL INVESTMENTS     $18,265      $18,383      ($32)          $46          $0      ($108)     ($24)
                                  --------  -----------  --------   -----------   ---------   --------   -------
                                  --------  -----------  --------   -----------   ---------   --------   -------
</TABLE>
<TABLE>
<CAPTION>
                                                           SUMMARY OF INVESTMENTS
                                                           AS OF DECEMBER 31, 1995
                                                              (NOTIONAL AMOUNT)
                                                         (EXCLUDING LIABILITY HEDGES)

                                                                                            
                                                  Caps, Floors & Options                   Foreign
                                   Notional       ----------------------                   Currency
                                    Amount  Issued(b) Purchased(c) Futures(d)   Swaps(f)    Swaps
                                  --------  ---------  ---------   ----------  ---------  ---------
<S>                              <C>       <C>        <C>         <C>         <C>        <C>
Asset-backed securities             $3,863       $118     $3,133         $322       $290         $0
Inverse floaters(a)                  1,601        560        354            6        681          0
Anticipatory(e)                        238          0          0          213         25          0
                                  --------  ---------  ---------   ----------  ---------  ---------
 TOTAL ASSET-BACKED SECURITIES       5,702        678      3,487          541        996          0

   Other bonds and notes             1,365         33         66          322        757        187
   Short-term  investments               0          0          0            0          0          0
                                  --------  ---------  ---------   ----------  ---------  ---------
        TOTAL FIXED MATURITIES       7,067        711      3,553          863      1,753        187
   Other investments                    18          0          0            0         18          0
                                  --------  ---------  ---------   ----------  ---------  ---------
             TOTAL INVESTMENTS      $7,085       $711     $3,553         $863     $1,771       $187
                                  --------  ---------  ---------   ----------  ---------  ---------
                                  --------  ---------  ---------   ----------  ---------  ---------
</TABLE>


(a) Inverse floaters are variations of CMO's for which the coupon rates
move inversely with an index rate (e.g. LIBOR).  The risk to principal is
considered negligible as the underlying collateral for the securities is
guaranteed or sponsored by government agencies.   To address the volatility
risk created by the coupon variability, Hartford Life uses a variety of
derivative instruments, primarily interest rate swaps and issued floors.

(b) Includes issued caps $475 with a weighted average strike rate of 8.5%
(ranging from 7.0% to 10.4%) and over 85% mature in 2000 through 2004.  Issued
floors totaled $236, have a weighted average strike rate of 8.1% (ranging 
from 5.3% to 10.9%) and mature through 2007 with 76% maturing by 2004.

(c) Comprised of purchased floors of $1.8 billion and purchased caps of $1.7
billion.  The floors have a weighted average strike price of 5.8% (ranging from
3.7% to 6.8%) and over 85% mature in 1997 through 1999.  The caps have a
weighted average strike price of 7.5% (ranging from 4.5% and 10.1%) and over
82% mature in 1997 through 1999.

(d) Over 95% of futures contracts expire before December 31, 1996.

(e) Deferred gains and losses on anticipatory transactions are included in the
carrying value of bond investments in the consolidated balance sheets.  At the
time of  the ultimate purchase, they are reflected as a basis adjustment to the
purchased asset.  At December 31, 1995, there were $5.3 in net deferred losses
for futures, interest rate swaps and purchased options.

(f) The following table summarizes the maturities by notional value of interest
rate swaps outstanding at December 31, 1995 and the related weighted average
interest pay rate or receive rate assuming current market conditions:

                                     F-10

<PAGE>
 


<TABLE>
<CAPTION>
 

                                                      MATURITY OF SWAPS ON INVESTMENTS
                                                           AS OF DECEMBER 31, 1995


                                                                                                                           LAST
                                                  1996      1997      1998      1999      2000     THEREAFTER     TOTAL  MATURITY
                                                  ----      ----      ----      ----      ----     ----------     -----  --------
<S>                                              <C>       <C>       <C>       <C>       <C>            <C>       <C>       <C>
INTEREST RATE SWAPS
 PAY FIXED/RECEIVE VARIABLE
   Notional Value                                  $15       $50        $0      $453       $31           $229      $778      2004
   Weighted Average Pay Rate                      5.0%      7.2%      0.0%      8.1%      7.1%           7.8%      7.8%          
   Weighted Average Receive Rate                  5.8%      5.9%      0.0%      5.8%      5.7%           5.9%      5.9%          

 PAY VARIABLE/RECEIVE FIXED
   Notional Value                                 $100       $68       $25       $25       $35           $190      $443      2007
   Weighted Average Pay Rate                      5.9%      8.6%      5.9%      0.0%      5.9%           5.4%      5.4%
   Weighted Average Receive Rate                  2.4%      7.9%      4.0%      0.0%      6.5%           6.9%      6.9%

 PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
   Notional Value                                  $50       $18       $36       $12      $200           $234      $550      2004
   Weighted Average Pay Rate                      5.8%      0.0%      3.7%      3.5%      4.5%          16.3%      5.7%
   Weighted Average Receive Rate                  5.4%      0.0%      5.6%      5.2%      6.8%           5.9%      6.4%

TOTAL INTEREST RATE SWAPS                         $165      $136       $61      $490      $266           $653    $1,771      2007
 WEIGHTED AVERAGE PAY RATE                        5.8%      7.8%      4.6%      7.6%      5.0%           7.3%      6.9%
 WEIGHTED AVERAGE RECEIVE RATE                    3.6%      7.2%      4.9%      5.4%      6.6%           6.3%      5.8%


</TABLE>
(g) The following table reconciles the derivative notional amounts by derivative
type and by strategy:

<TABLE>
<CAPTION>

                                                          BY DERIVATIVE TYPE
                                   ----------------------------------------------------------------------
                                       12/31/94                      MATURITIES/              12/31/95
                                  NOTIONAL AMOUNT     ADDITIONS      TERMINATIONS        NOTIONAL AMOUNT
                                  ---------------     ---------      ------------        ---------------
<S>                                       <C>          <C>              <C>                      <C>
Caps                                       $1,861        $2,666            $2,343                 $2,184
Floors                                      2,131           237               188                  2,180
Swaps/Collars/Forwards/Options              4,374         1,355             2,163                  3,566
Futures                                       253         6,125             5,515                    863
                                  ---------------     ---------      ------------        ---------------
                           TOTAL           $8,619       $10,383           $10,209                 $8,793
                                  ---------------     ---------      ------------        ---------------
                                  ---------------     ---------      ------------        ---------------


                                                            BY STRATEGY
                                   ----------------------------------------------------------------------
                                         12/31/94                     MATURITIES/              12/31/95 
                                  NOTIONAL AMOUNT     ADDITIONS      TERMINATIONS        NOTIONAL AMOUNT
                                  ---------------    ----------      ------------        ---------------
Liability                                  $1,725          $729              $746                 $1,708
Anticipatory                                  626         1,564             1,952                    238
Asset                                       3,048         3,153             3,217                  2,984
Portfolio                                   3,220         4,937             4,294                  3,863
                                  ---------------    ----------      ------------         --------------
                       TOTAL               $8,619       $10,383           $10,209                 $8,793
                                  ---------------    ----------      ------------         --------------
                                  ---------------    ----------      ------------         --------------
</TABLE>

In addition to risk management through derivative financial instruments
pertaining to the investment portfolio, interest rate sensitivity related to
certain Company liabilities was altered primarily through interest rate swap
agreements. The notional

                                         F-11

<PAGE>

amount of the liability agreements in which Hartford Life generally pays one
variable rate in exchange for another, was $1.7 billion at December 31, 1995 and
1994 respectively.  The weighted average pay rate is 5.9%; the weighted average
receive rate is 6.0% , and these agreements mature at various times through
2001.

(F)  CONCENTRATION OF CREDIT RISK
Hartford Life has a reinsurance recoverable of $5.6 billion from Mutual Benefit
Life Assurance Corporation (Mutual Benefit).  The risk of Mutual Benefit
becoming insolvent is mitigated by the reinsurance agreement's requirement that
the assets be kept in a security trust with Hartford Life as sole beneficiary. 
Excluding investments in U.S. government and agencies, Hartford Life has no
other significant concentrations of credit risk.

Included in fixed maturity investments at December 31, 1995 were $39 of 
Orange County, California Pension Obligation Bonds, $17 of which were carried 
in the general account and $22 which were included in Hartford Life's 
guaranteed separate accounts. During 1995 all interest payments due were 
received.  While Orange County is currently operating under Protection of 
Chapter 9 of the Federal Bankruptcy Laws, Hartford Life believes the bonds 
are not impaired other than on a temporary basis.

(G)  FIXED MATURITIES
The schedule below details the amortized cost and fair values of Hartford Life's
fixed maturities by component, along with the gross unrealized gains and losses:

<TABLE>
<CAPTION>
 
                                                                      AS OF DECEMBER 31,1995
                                                       --------------------------------------------------
                                                                          GROSS UNREALIZED         
                                                       AMORTIZED       ---------------------      MARKET
                                                          COST          GAINS         LOSSES       VALUE
                                                       ----------      -------        ------       -----
<S>                                                     <C>             <C>          <C>          <C>
U.S. Government and government agencies and 
   authorities;
 Guaranteed and sponsored                                   $502           $4            ($9)        $497
 Guaranteed and sponsored-asset backed                     3,568          210           (387)       3,391

State, municipalities and political subdivisions             201            4             (3)         202
International governments                                    291           19             (4)         306
Public utilities                                             949           29             (2)         976
All other corporate-asset backed                           3,065           76            (55)       3,086
All other corporate                                        5,056          187           (109)       5,134
Short-term investments                                       808            0              0          808
                                                       ----------      -------          -----       -----
                                TOTAL INVESTMENTS        $14,440         $529          ($569)     $14,440
                                                       ----------      -------          -----       -----
                                                       ----------      -------          -----       -----


                                                                      AS OF DECEMBER 31,1994
                                                       --------------------------------------------------
                                                                          GROSS UNREALIZED         
                                                       AMORTIZED       ---------------------      MARKET
                                                          COST          GAINS         LOSSES       VALUE
                                                       ----------      -------        ------       -----
U.S. Government and government agencies 
   and authorities;
 Guaranteed and sponsored                                 $1,516           $1           ($87)      $1,430
 Guaranteed and sponsored-asset backed                     4,256           78           (571)       3,763

State, municipalities and political subdivisions             148            1            (12)         137
International governments                                    189            1            (14)         176
Public utilities                                             531            1            (32)         500
All other corporate-asset backed                           2,442           30           (121)       2,351
All other corporate                                        3,717           38           (297)       3,458
Short-term investments                                     1,665            0            (51)       1,614
                                                        ---------      -------       --------     -------
                                TOTAL INVESTMENTS        $14,464         $150        ($1,185)     $13,429
                                                        ---------      -------       --------     -------
                                                        ---------      -------       --------     -------
</TABLE>

                                         F-12

<PAGE>


The amortized cost and estimated fair value of fixed maturities at December 31,
1995, by maturity, are shown below.  Asset backed securities are distributed to
maturity year based on estimates of the rate of future prepayments of principal
over the remaining life of the securities.  Expected maturities differ from
contractual maturities reflecting the borrowers' rights to call or prepay their
obligations.

<TABLE>
<CAPTION>
                                                      AMORTIZED     MARKET
                                                         COST       VALUE
                                                     ----------   ---------
       <S>                                            <C>         <C>
       Due in one year or less                          $3,146      $3,133
       Due after one year through five years             6,373       6,316
       Due after five years through ten years            3,609       3,644
       Due after ten years                               1,312       1,307
                                                     ----------   ---------
                                             TOTAL     $14,440     $14,400
                                                     ----------   ---------
                                                     ----------   ---------
</TABLE>

Sales of  fixed maturities excluding short-term fixed maturities for the years
ended December 31, 1995, 1994, and 1993 resulted in proceeds of $4,848,  $5,708,
and $8,813, respectively, resulting in gross realized gains of $91, $71, and
$192, respectively, and gross realized losses of $72, $100, and $219,
respectively, not including policyholder gains and losses.  Sales of equity
securities and other investments for the years ended December 31, 1995, 1994,
and 1993 resulted in proceeds of $64, $159, and $127, respectively, resulting in
gross realized gains of $28, $3, and $0, respectively, and gross realized losses
of $59, $14, $0,  respectively, not including policyholder gains and losses.

(H)  FAIR VALUE OF FINANCIAL INSTRUMENTS

<TABLE>
<CAPTION>
                               AS OF DECEMBER 31, 1995  AS OF DECEMBER 31, 1994
                               -----------------------  -----------------------
                                        CARRYING    FAIR    CARRYING    FAIR
                                         AMOUNT    VALUE     AMOUNT    VALUE
                                        --------  --------  --------  --------
<S>                                     <C>       <C>       <C>       <C>
ASSETS
 Fixed maturities                        $14,400   $14,400   $13,429   $13,429
 Equity securities                            63        63        68        68
 Policy loans                              3,381     3,381     2,614     2,614
 Mortgage loans                              265       265       316       316
 Investments in partnerships and trusts       94        97        36        42
 Miscellaneous                                62        62        67        67

LIABILITIES
 Other policy claims and benefits        $12,727   $12,767   $13,001   $12,374
</TABLE>


The following methods and assumptions were used to estimate the fair value of
each class of financial instrument: fair value for fixed maturities and equity
securities approximate those quotations published by applicable stock exchanges
or are received from other reliable sources; policy and mortgage loan carrying
amounts approximate fair value; investments in partnerships and trusts are based
on external market valuations from partnership and trust management; and other
policy claims and benefits payable are determined by estimating future cash
flows discounted at the current market rate.

3.  INCOME TAX
Hartford Life is included in ITT Hartford Group's consolidated U.S. Federal 
income tax return and remits to (receives from) ITT Hartford Group, Inc. a 
current income tax provision (benefit) computed in accordance with the tax 
sharing arrangements between its insurance subsidiaries.  The effective tax 
rate was 32% in 1995 and 1994, and approximates the U.S. statutory tax rate 
of 35% in 1993.

                                         F-13

<PAGE>

The provision for income taxes was as follows:

<TABLE>
<CAPTION>
                                          FOR THE YEARS ENDED DECEMBER 31,
                                         ---------------------------------
                                            1995      1994      1993
                                          -------   -------   -------
<S>                                        <C>       <C>       <C>
INCOME TAX EXPENSES
  Current                                    $211      $185      $190
  Deferred                                   (149)     (120)     (115)
                                          -------   -------   -------
                                   TOTAL      $62       $65       $75
                                          -------   -------   -------
                                          -------   -------   -------

INCOME TAX PROVISION
  Tax provision at U.S. statutory rate        $67       $71       $76
  Tax-exempt income                            (3)       (3)        0
  Foreign tax credit                           (4)       (1)        0
  Other                                         2        (2)       (1)
                                          -------   -------   -------
               PROVISION FOR INCOME TAX       $62       $65       $75
                                          -------   -------   -------
                                          -------   -------   -------
</TABLE>

Income taxes paid  were $162, $244, and $301 in 1995, 1994, and 1993
respectively.  The current taxes due from Hartford Fire were $8 and $46 in 1995
and 1994, respectively.

Deferred tax assets(liabilities) include the following:

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                      --------------------
                                                        1995        1994
                                                      ---------   ---------
       <S>                                              <C>        <C>
       Tax deferred acquisition costs                    $410        $284
       Book deferred acquisition costs and reserves       138        (134)
       Employee benefits                                    8           7
       Unrealized net loss on investments                  32         353
       Investments and other                             (168)         80
                                                      ---------   ---------
                            TOTAL DEFERRED TAX ASSET     $420        $590
                                                      ---------   ---------
                                                      ---------   ---------
</TABLE>



Prior to the Tax Reform Act of 1984, the Life Insurance Company Income Tax Act
of 1959 permitted the deferral from taxation of a portion of statutory income
under certain circumstances.  In these situations, the deferred income was
accumulated in a "Policyholders' Surplus Account" and will be taxable in the
future only under conditions which management considers to be remote; therefore,
no Federal income taxes have been provided on this deferred income.  The balance
for tax return purposes of the Policyholders' Surplus Account as of December 31,
1995 was $37.

4.  REINSURANCE
Hartford Life cedes insurance to non-affiliated insurers in order to limit its
maximum loss.  Such transfer does not relieve Hartford Life of its primary
liability.  Hartford Life also assumes insurance from other  insurers.  Group
life and accident and health insurance  business is substantially reinsured to
affiliated companies.

Life insurance net retained premiums were comprised of the following:

<TABLE>
<CAPTION>
                                             YEAR ENDED DECEMBER 31,
                                          ---------------------------
                                            1995      1994      1993
                                          -------   -------   -------
 <S>                                      <C>       <C>       <C>
  Gross premiums                           $1,545    $1,316    $1,135
  Insurance assumed                           591       299        93
  Insurance ceded                             649       515       481
                                          -------   -------   -------
                   NET RETAINED PREMIUMS   $1,487    $1,100      $747
                                          -------   -------   -------
                                          -------   -------   -------
</TABLE>

                                         F-14

<PAGE>

Life reinsurance recoveries, which reduced death and other benefits, for the
years ended December 31, 1995, 1994 and 1993 approximated $220, $164, and $149,
respectively.

In December 1994, Hartford Life assumed from a third party approximately $500 
of corporate owned life insurance reserves on a coinsurance basis. In 
December 1995, this block of business was reinsured to HLRe utilizing 
modified coinsurance, with the assets and policy liabilities placed in a 
separate account. In October 1994, HLRe recaptured approximately $500 of 
corporate owned life insurance from a third party reinsurer.  Subsequent to 
this transaction, Hartford Life and HLRe restructured their coinsurance 
agreement from coinsurance to modified coinsurance, with the assets and 
policy liabilities placed in the separate account. These transactions did not 
have a material impact on consolidated net income.

Also in December 1994, ILA ceded to a third party $1.0 billion in individual
fixed and variable annuities on a modified coinsurance basis. In December 1995,
Hartford Life ceded approximately $1.2 billion in individual variable annuities
on a modified coinsurance basis to a third party. These transactions did not
have a material impact on consolidated net income.

In May 1994, Hartford Life assumed the life insurance policies and the 
individual annuities of Pacific Standard with reserves and account values of 
approximately $400.  Hartford Life received cash and investment grade assets  
to support the life insurance and individual annuity contract obligations 
assumed.

In November 1993, ILA acquired, through an assumption reinsurance 
transaction, substantially all of the individual fixed and variable annuity 
business of HLA. As a result of this transaction, the assets and liabilities 
of Hartford Life increased approximately $1 billion.  The excess of 
liabilities assumed over assets received, of $2, was recorded as a decrease 
to capital surplus. The remaining $41 in assets and liabilities were 
transferred in October 1995.  The impact on consolidated net income was not 
significant.

In August 1993, Hartford Life received assets of $300 for assuming the group 
COLI contract obligations of Mutual Benefit Life Insurance Company, through 
an assumption reinsurance transaction.  Under the terms of the agreement, 
Hartford Life coinsured back 75% of the liabilities to Mutual Benefit Life 
Insurance Company.  All assets supporting Mutual Benefit's reinsurance 
liability to Hartford Life are placed in a "security trust", with Hartford 
Life as the sole beneficiary.  The impact on 1993 consolidated net income was 
not significant.

5.  PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
Hartford Life's employees are included in Hartford Fire's noncontributory
defined benefit pension plans.  These plans provide pension benefits that are
based on years of service and the employee's compensation during the last ten
years of employment.  Hartford Life'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 and the maximum amount that can be
deducted for Federal income tax purposes. Generally, pension costs are funded
through the purchase of Hartford Life's group pension contracts. The cost to
Hartford Life was approximately $2, $2, and $3 in 1995, 1994 and 1993,
respectively.

Hartford Life provides certain health care and life insurance benefits for
eligible retired employees. A substantial portion of Hartford Life's employees
may become eligible for these benefits upon retirement. Hartford Life'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.  Hartford Life has prefunded a
portion of the health care and life insurance obligations through trust funds
where such prefunding can be accomplished on a tax effective basis.
Postretirement health care and life insurance benefits expense, allocated by
Hartford Fire were immaterial for 1995, 1994, and 1993 respectively.

The assumed rate of future increases in the per capita cost of health care (the
health care trend rate) was 10.1% for 1995, decreasing ratably to 6.0% in the
year 2001.  Increasing the health care trend rates by one percent per year would
have an immaterial impact on the accumulated postretirement benefit obligation
and the annual expense. To the extent that the actual experience differs from
the inherent assumptions, the effect will be amortized over the average future
service of the covered employees.

                                         F-15

<PAGE>


6.   BUSINESS SEGMENT INFORMATION

<TABLE>
<CAPTION>
                                       YEAR ENDED DECEMBER 31
                                     --------------------------
                                      1995      1994      1993
                                     ------    ------    ------
<S>                                 <C>       <C>       <C>
REVENUES
    Individual Life and Annuity        $797      $691      $595
    Asset Management Services           734       789       794
    Specialty Insurance Operations    1,273       919       425
                                     ------    ------    ------
                   TOTAL REVENUES    $2,804    $2,399    $1,814
                                     ------    -------   ------
                                     ------    -------   ------

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

                                       YEAR ENDED DECEMBER 31
                                       ------------------------
                                       1995      1994      1993
                                     ------     -------   -----
INCOME BEFORE INCOME  TAX EXPENSE
    Individual Life and Annuity        $236      $139      $129
    Asset Management Services           (79)       38        71
    Specialty Insurance Operations       34        26        18
                                     ------    ------    ------
        TOTAL INCOME BEFORE INCOME
          TAX EXPENSE                  $191      $203      $218
                                     ------    ------    ------
                                     ------    ------    ------

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

                                      YEAR ENDED DECEMBER 31
                                    ---------------------------
                                     1995      1994      1993
                                    -------   -------   -------
IDENTIFIABLE ASSETS
    Individual Life and Annuity     $36,741   $26,668   $19,147
    Asset Management Services        13,962    13,334    12,416
    Specialty Insurance Operations   13,494     7,847     6,723
                                    -------   -------   -------
        TOTAL IDENTIFIABLE ASSETS   $64,197   $47,849   $38,286
                                    -------   -------   -------
                                    -------   -------   -------
</TABLE>

7.  STATUTORY NET INCOME AND SURPLUS
  Substantially all of the statutory surplus is permanently reinvested or is
  subject to dividend restrictions relating to various state regulations which
  limit the payment of dividends without prior approval.  Statutory net income 
  and surplus as of December 31 were:
<TABLE>
<CAPTION>
                                         1995      1994      1993
                                       --------- --------  --------
<S>                                   <C>       <C>       <C>
    Statutory net income                    $112      $58       $63
    Statutory surplus                     $1,125     $941      $812
</TABLE>

8.  SEPARATE ACCOUNTS
  Hartford Life maintains separate account assets and liabilities totaling $36.3
  billion and $22.8 billion at December 31, 1995 and 1994, respectively which 
  are reported at fair value.  Separate account assets are segregated from other
  investments and investment income and gains and losses accrue directly to the
  policyholder.  Separate accounts reflect two categories of risk assumption: 
  non-guaranteed separate accounts totaling $25.9 billion and $14.8 billion at
  December 31, 1995 and 1994, respectively, wherein the policyholder assumes the
  investment risk, and guaranteed separate account assets totaling $10.4 billion
  and $8.0 billion at December 31, 1995 and 1994, respectively, wherein Hartford
  Life contractually guarantees either a minimum return or account value to the
  policyholder.  Included in the non-guaranteed category are policy loans 
  totaling $1.7 billion and $0.5 billion at December 31, 1995 and 1994, 
  respectively. Investment income (including investment gains and losses) and 
  interest credited to policyholders on separate account assets are not 
  reflected in the Consolidated Statements of Income.  Separate account 
  management fees, net of minimum guarantees, were $387, $256, and $189, in 
  1995, 1994, and 1993, respectively.

                                         F-16

<PAGE>


  The guaranteed separate accounts include modified guaranteed individual 
  annuity, and modified guaranteed life insurance.  The average credit interest 
  rate on these contracts is 6.62%.  The assets that support these liabilities 
  were comprised of $10.4 billion in bonds at December 31, 1995.  The portfolios
  are segregated from other investments and are managed so as to minimize 
  liquidity and interest rate risk.  In order to minimize the risk of 
  disintermediation associated with early withdrawals, individual annuity and 
  modified guaranteed life insurance contracts carry a graded surrender charge 
  as well as a market value adjustment.  Additional investment risk is hedged 
  using a variety of derivatives which totaled $133 million in carrying value 
  and $2.7 billion in notional amounts at December 31, 1995. 

9.  COMMITMENTS AND CONTINGENCIES
  In August 1994, Hartford Life renewed a two year note purchase facility
  agreement which in certain instances obligates Hartford Life to purchase up to
  $100 million in collateralized notes from a third party.  Hartford Life is
  receiving fees for this commitment.  At December 31, 1995, Hartford Life had 
  not purchased any notes under this agreement.

  Under insurance guaranty fund laws in most states, insurers doing business
  therein can be assessed up to prescribed limits for policyholder losses 
  incurred by insolvent companies.  The amount of any future assessments on 
  Hartford Life under these laws cannot be reasonably estimated.  Most of these 
  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.  Hartford Life paid guaranty fund assessments of approximately
  $10, $8 and $6 in 1995, 1994, and 1993, respectively.

  Hartford Life is involved in various legal actions, some of which involve 
  claims for substantial amounts. In the opinion of management the ultimate 
  liability with respect to such lawsuits, as well as other contingencies, is 
  not considered material in relation to the consolidated financial position of 
  Hartford Life.

                                         F-17
<PAGE>


                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
   SCHEDULE I - SUMMARY OF INVESTMENTS (OTHER THAN INVESTMENTS IN AFFILIATES)
                             AS OF DECEMBER 31, 1995
                                  (IN MILLIONS)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------

                                                                                   FAIR          REPORTED ON
                                                                 COST              VALUE         BALANCE SHEET
                                                              --------------    -------------  -----------------
<S>                                                          <C>               <C>            <C>
FIXED MATURITIES
  Bonds
   U.S. Government and government agencies and authorities
    Guaranteed and sponsored                                           $502           $497           $497
    Guaranteed and sponsored - asset backed                           3,568          3,391         $3,391

   States, municipalities and political subdivisions                    201            202           $202
   International governments                                            291            306           $306
   Public utilities                                                     949            976           $976
   All other corporate                                                5,056          5,134         $5,134
   All other corporate - asset backed                                 3,065          3,086         $3,086
   Short-term investments                                               808            808           $808
                                                                 ----------      ---------      ---------
                                   TOTAL FIXED MATURITIES           $14,440        $14,400        $14,400


EQUITY SECURITIES
  Common stocks - industrial, miscellaneous and all other                61             63             63

                    TOTAL FIXED MATURITIES AND EQUITY SECURITIES    $14,501        $14,463        $14,463

POLICY LOANS                                                          3,381          3,381          3,381
MORTGAGE LOANS                                                          265            265            265
OTHER INVESTMENTS                                                       156            159            156
                                                                  ---------       --------        -------
                                   TOTAL INVESTMENTS                $18,303        $18,268        $18,265
                                                                  ---------       --------        -------
                                                                  ---------       --------        -------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
Fair value for stocks and bonds approximate those quotations published by
applicable stock exchanges or are received from other reliable sources.  The
fair value for short-term investments approximates cost.

Policy and mortgage loans carrying amounts approximate fair value.

                                     S-1

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   SCHEDULE III - SUPPLEMENTAL INSURANCE INFORMATION
                                    (in millions)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              Amort. of
                             Deferred    Future      Other      Premiums and       Net      Benefits, Claims   Deferred     Other
                              Policy     Policy   Policyholder      Other       Investment    and Claim Adj.    Policy    Insurance
                            Acq. Costs  Benefits     Funds      Considerations    Income         Expenses     Acq. Costs   Expenses
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                                   As of December 31, 1995                          Year ended December 31, 1995
<S>                         <C>         <C>       <C>           <C>             <C>         <C>               <C>         <C>

Individual Life and Annuity     $2,088      $706        $4,371            $514        $283              $277        $176       $108
Asset Management Services           87     1,169         8,942              51         683               722          23         68
Specialty Insurance
 Operations                         13       498         9,285             922         351               423           0        816
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                     TOTAL      $2,188    $2,373       $22,598          $1,487      $1,317            $1,422        $199       $992
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------

                                   As of December 31, 1994                          Year ended December 31, 1994

Individual Life and
 Annuity                        $1,708      $582        $4,257            $492        $199              $334        $137        $80
Asset Management Services          101       845        10,160              39         750               695           8         48
Specialty Insurance
 Operations                          0       463         6,911             569         350               376           0        518
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                     TOTAL      $1,809    $1,890       $21,328          $1,100      $1,299            $1,405        $145       $646
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------

                                   As of December 31, 1993                          Year ended December 31, 1993

Individual life and Annuity     $1,237      $428        $3,535            $423        $172              $249         $97       $120
Asset Management Services           97       703         9,026              35         759               662          16         45
Specialty Insurance
 Operations                          0       528         5,673             289         136               135           0        272
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                     TOTAL      $1,334    $1,659       $18,234            $747      $1,067            $1,046        $113       $437
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------

- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Investment income is allocated to the reportable division based on each 
division's share of investable funds or on a direct basis, where applicable,
including realized capital gains and losses.

Benefits, claims and claims adjustment expenses include the increase in
liability for future policy benefits and death, disability and other contract
benefits payments.

Other insurance expenses are allocated to the division based upon specific
identification, where possible.

                                         S-2

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                              SCHEDULE IV - REINSURANCE
                                    (in millions)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   Percentage of 
                                        Gross       Ceded to          Assumed from        Net      Amount Assumed
                                       Amount    Other Companies     Other Companies     Amount     to Net Amount
                                      --------  -----------------   -----------------   --------  ----------------
<S>                                  <C>               <C>                   <C>       <C>                 <C>
YEAR ENDED DECEMBER 31, 1995

LIFE INSURANCE IN FORCE               $182,716           $112,774             $26,996    $96,938             27.8%

PREMIUMS AND OTHER CONSIDERATIONS
 Individual Life and Annuity              $549               $163                $122       $508             24.0%
 Asset Management Services                  51                  0                   0         51              0.0%
 Specialty Insurance Operations            632                162                 452        922             49.0%
                                           313                324                  17          6            283.3%
                                      --------  -----------------   -----------------   --------
                               TOTAL    $1,545               $649                $591     $1,487             39.7%
                                      --------  -----------------   -----------------   --------
                                      --------  -----------------   -----------------   --------

YEAR ENDED DECEMBER 31, 1994

LIFE INSURANCE IN FORCE               $136,929            $87,553             $35,016    $84,392             41.5%

PREMIUMS AND OTHER CONSIDERATIONS
 Individual Life and Annuity              $448                $71                $106       $483             21.9%
 Asset Management Services                  39                  0                   0         39              0.0%
 Specialty Insurance Operations            521                140                 188        569             33.0%
 Accident and Health                       308                304                   5          9             55.6%
                                      --------  -----------------   -----------------   --------
                               TOTAL    $1,316               $515                $299     $1,100             27.2%
                                      --------  -----------------   -----------------   --------
                                      --------  -----------------   -----------------   --------

YEAR ENDED DECEMBER 31, 1993

LIFE INSURANCE IN FORCE                $93,099            $71,415             $27,067    $48,751             55.5%

PREMIUMS AND OTHER CONSIDERATIONS
 Individual Life and Annuity              $417                $85                 $91       $423             21.5%
 Asset Management Services                  25                  0                   0         25              0.0%
 Specialty Insurance Operations            386                 97                   0        289              0.0%
 Accident and Health                       307                299                   2         10             20.0%
                                      --------  -----------------   -----------------   --------
                               TOTAL    $1,135               $481                 $93       $747             12.4%
                                      --------  -----------------   -----------------   --------
                                      --------  -----------------   -----------------   --------
 

</TABLE>

                                         S-3

<PAGE>

                       CONTENTS OF REGISTRATION STATEMENT


This Registration Statement comprises the following papers and documents:

     The facing sheet.

     The prospectus consisting of _______ pages.

     The undertaking to file reports.

     The Rule 484 undertaking.

     The signatures.

(1)  The following exhibits included herewith correspond to those required by
     paragraph A of the instructions for exhibits to Form N-8B-2.

     (A1)      Resolution of Board of Directors of the Company is incorporated
               herein.

     (A2)      Not applicable.

     (A3a)     Principal Underwriting Agreement is incorporated herein.

     (A3b)     Forms of Selling Agreements is incorporate herein.

     (A4)      Not applicable.

     (A5)      Form of Flexible Premium Variable Life Insurance Policy is
               incorporated herein.

     (A6a)     Certificate of Incorporation of Hartford Life Insurance Company
               is incorporated herein.

     (A6b)     Bylaws of Hartford Life Insurance Company is incorporated herein.

     (A7)      Not applicable.

     (A8)      Not applicable.

     (A9)      Not applicable.

     (A10)     Form of Application for Flexible Premium Variable Life Insurance
               Policies is incorporated  herein.

     (A11)     Memorandum describing transfer and redemption procedures is
               incorporated herein.
<PAGE>


(2)  Opinion and consent of Lynda Godkin, Associate General Counsel is
     incorporated herein.

(3)  No financial statement will be omitted from the  Prospectus pursuant to
     Instruction 1 (b) or (c) of Part I.

(4)  Not applicable.

(5)  Opinion and consent of Ken A.McCullum, FSA, MAAA is incorporated herein.

(6)  Consent of Arthur Andersen LLP, Independent Certified Public Accountants is
     incorporated herein.

(7)  Opinion and consent of Counsel is incorporated by reference as Exhibit 2.

(8)  Opinion and consent of Actuary is incorporated by reference as Exhibit 5.

(9)  Power of Attorney is incorporated herein.

<PAGE>

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.


UNDERTAKINGS AND REPRESENTATIONS AS REQUIRED BY RULE 6e-3(T)

1.   Separate Account VL II meets the definition of "Separate Account" under
     Rule 6e-3(T).

2.   The Registrant represents that:

     (a)  it relies on Rule 6e-3(T)(b)(13)(ii)(F) to offer the Contracts;

     (b)  the level of mortality and expense risk charge is within the range of
          industry practice for comparable flexible contracts.

     (c)  The Company has conducted a survey of similar policies and insurers
          and determined that the charge is within the range of industry
          practice;

     (d)  the Company undertakes to keep and make available to the Commission
          upon request the documents we used to support the representation in
          (b); and

     (e)  The Company further represents that the account will invest only in
          management investment companies which have undertaken to have a Board
          of Directors, a majority of whom are not interested persons of the
          company, formulate and approve a plan under Rule 12b-1 to finance
          distribution expenses.

     (f)  The Company has concluded that there is a reasonable likelihood that
          the distribution financing arrangement of the separate account
          benefits the Separate Account and Policy Owners and will keep and make
          available to the Commission on request a memorandum setting for the
          basis for this representation.


UNDERTAKING ON INDEMNIFICATION


Article VIII of the Bylaws of Hartford Life Insurance Company, a Connecticut
corporation, provides for indemnification of its officers, directors and
employees to the extent consistent with statutory requirements.
<PAGE>

Connecticut General Laws Section 33-320a provides for indemnification of
officers, directors and employees of a corporation as follows:

     (b)  Except as otherwise provided in this section, a corporation shall
          indemnify any person made a party to any proceeding, other than an
          action by or in the right of the corporation, by reason of the fact
          that he, or the person whose legal representative he is, is or was a
          shareholder, director, officer, employee or agent of the corporation,
          or an eligible outside party, against judgments, fines, penalties,
          amounts paid in settlement and reasonable expenses actually incurred
          by him, and the person whose legal representative he is, in connection
          with such proceeding.  The corporation shall not so indemnify any such
          person unless (1) such person, and the person whose legal
          representative he is, was successful on the merits in the defense of
          any proceeding referred to in this subsection, or (2) it shall be
          concluded as provided in subsection (d) of this section that such
          person, and the person whose legal representative he is, acted in good
          faith and in a manner he reasonably believed to be in the best
          interests of the corporation or, in the case of a person serving as a
          fiduciary of an employee benefit plan or trust, either in the best
          interests of the corporation or in the best interests of the
          participants and beneficiaries of such employee benefit plan or trust
          and consistent with the provisions of such employee benefit plan or
          trust and, with respect to any criminal action or proceeding, that he
          had no reasonable cause to believe his conduct was unlawful, or (3)
          the court, on application as provided in subsection (e) of this
          section, shall have determined that in view of all the circumstances
          such person is fairly and reasonably entitled to be indemnified, and
          then for such amount as the court shall determine; except that, in
          connection with an alleged claim based upon his purchase or sale of
          securities of the corporation or of another enterprise, which he
          serves or served at the request of the corporation, the corporation
          shall only indemnify such person after the court shall have
          determined, on application as provided in subsection (e) of this
          section, that in view of all the circumstances such person is fairly
          and reasonably entitled to be indemnified, and then for such amount as
          the court shall determine. The termination of any proceeding by
          judgment, order, settlement, conviction or upon a plea of nolo
          contendere or its equivalent shall not, of itself, create a
          presumption that the person did not act in good faith or in a manner
          which he did not reasonably believe to be in the best interests of the
          corporation or of the participants and beneficiaries of such employee
          benefit plan or trust and consistent with the provisions of such
          employee benefit plan or trust, or, with respect to any criminal
          action or proceeding, that he had reasonable cause to believe that his
          conduct was unlawful.

     (c)  Except as otherwise provided in this section, a corporation shall
          indemnify any person made a party to any proceeding, by or in the
          right of the corporation, to procure a judgment in its favor by reason
          of the fact that he, or the person whose legal representative he is,
          is or was a shareholder, director, officer, employee or agent of the
          corporation, or an eligible outside party, against reasonable expenses
          actually incurred by him in connection with such proceeding in
          relation to matters as to which such person, or the person whose legal
          representative he is, is finally adjudged not to have breached his
          duty to the corporation, or where the court, on application as
          provided in subsection (e) of this section, shall have determined that
          in view of all the circumstances such person is fairly and reasonably
          entitled to be indemnified, and then for such amount as the court
          shall determine.  The corporation shall
<PAGE>

          not so indemnify any such person for amounts paid to the corporation,
          to a plaintiff or to counsel for a plaintiff in settling or otherwise
          disposing of a proceeding, with or without court approval; or for
          expenses incurred in defending a proceeding which is settled or
          otherwise disposed of without court approval.

     (d)  The conclusion provided for in subsection (b) of this section may be
          reached by any one of the following:  (1)  The board of directors of
          the corporation by a consent in writing signed by a majority of those
          directors who were not parties to such proceeding; (2) independent
          legal counsel selected by a consent in writing signed by a majority of
          those directors who were not parties to such proceeding; (3) in the
          case of any employee or agent who is not an officer or director of the
          corporation, the corporation's general counsel; or (4) the
          shareholders of the corporation by the affirmative vote of at least a
          majority of the voting power of shares not owned by parties to such
          proceeding, represented at an annual or special meeting of
          shareholders, duly called with notice of such purpose stated.  Such
          person shall also be entitled to apply to a court for such conclusion,
          upon application as provided in subsection (e), even though the
          conclusion reached by any of the foregoing shall have been adverse to
          him or to the person whose legal representative he is.

     (e)  Where an application for indemnification or for a conclusion as
          provided in this section is made to a court, it shall be made to the
          court in which the proceeding is pending or to the superior court for
          the judicial district where the principal office of the corporation is
          located. The application shall be made in such manner and form as may
          be required by the applicable rules of the court or, in the absence
          thereof, by direction of the court.  The court may also direct the
          notice be given in such manner as it may require at the expense of the
          corporation to the shareholders of the corporation and to such other
          persons as the court may designate. In the case of an application to a
          court in which a proceeding is pending in which the person seeking
          indemnification is a party by reason of the fact that he, or the
          person whose legal representative he is, is or was serving at the
          request of the corporation as a director, partner, trustee, officer,
          employee or agent of another enterprise, or as a fiduciary of an
          employee benefit plan or trust maintained for the benefit of employees
          of any other enterprise, timely notice of such application shall be
          given by such person to the corporation.

     (f)  Expenses which may be indemnifiable under this section incurred in
          defending a proceeding may be paid by the corporation in advance of
          the final disposition of such proceeding as authorized by the board of
          directors upon agreement by or on behalf of the shareholder, director,
          officer, employee, agent or eligible outside party, or his legal
          representative, to repay such amount if he is later found not entitled
          to be indemnified by the corporation as authorized in this section.

     (g)  A corporation shall not indemnify any shareholder, director, officer,
          employee, agent or eligible outside party, other than a shareholder,
          director, officer, employee, agent or eligible outside party who is or
          was serving at the request of the corporation as a director, officer,
          partner, trustee, employee or agent of another enterprise, against
          judgments, fines, penalties, amounts paid in settlement and expenses
          to an extent either greater or less than that authorized in this
          section.  No provision made a part of the incorporation, the bylaws, a
          resolution or

<PAGE>

          shareholders or directors, an agreement, or otherwise on or after
          October 1, 1982, shall be valid unless consistent with this section.
          Notwithstanding the foregoing, the corporation may procure insurance
          providing greater indemnification and may share the premium cost with
          any shareholder, director, officer, employee, agent or eligible
          outside party on such basis as may be agreed upon.  The rights and
          remedies provided in this section shall be exclusive."

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

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned thereunto duly authorized, and its
seal to be herewith affixed and attested, all in the city of Simsbury, and the
State of Connecticut on the 15 day of April, 1996.

                            HARTFORD LIFE INSURANCE COMPANY
                            SEPARATE ACCOUNT VL II
                            (Registrant)

                            By: /s/ Gregory A. Boyko
                                ----------------------------------------------
                                Gregory A.  Boyko, Vice President & Controller

                            HARTFORD LIFE INSURANCE COMPANY
                            (Depositor)

                            By: /s/ Gregory A. Boyko
                                ----------------------------------------------
                                Gregory A.  Boyko, Vice President & Controller

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.

Donald R. Frahm, Chairman and
    Chief Executive Officer, Director *
Bruce D. Gardner, Vice President
    Director *
Joseph H. Gareau, Executive Vice
    President and Chief Investment
    Officer, Director *
John P. Ginnetti, Executive Vice
   President, Director *
Thomas M. Marra, Executive Vice                 *By: /s/ Lynda Godkin
   President, Director *                            -----------------
Leonard E. Odell, Jr., Senior                         Lynda Godkin
   Vice President, Director *                         Attorney-In-Fact
Lowndes A. Smith, President,
   Chief Operating Officer,                     Dated: April 15, 1996
   Director *                                          --------------
Raymond P. Welnicki, Senior Vice
   President, Director *
Lizabeth H. Zlatkus, Vice President
   Director *


<PAGE>

                                                                   [Exhibit 1A1]
                         HARTFORD LIFE INSURANCE COMPANY

                              CONSENT OF DIRECTORS

The undersigned, being all of the Directors of Hartford Life Insurance Company,
hereby consent to the following action, such action to have the same force and
effect as if taken at a meeting duly called and held for such purpose.

ESTABLISHMENT OF SEPARATE ACCOUNTS

RESOLVED, that the Company is hereby authorized to establish a new separate
account designated Separate Account VL II, herein referred to as the "Account."

RESOLVED, that the Officers of the Company are hereby authorized and directed to
take all actions necessary to:

1.   Designate or redesignate the Account as such Officers deem appropriate;

2.   Comply with applicable state and federal laws and regulations applicable to
     the establishment and operation of the Account; including filing all
     necessary registrations and application for exemptive relief under the
     federal securities law.

3.   Establish, from time to time, the terms and conditions pursuant to which
     interests in the Account will be sold to contract owners;

4.   Establish all procedures, standards and arrangements necessary or
     appropriate for the operation of the Account.


      /s/ Donald R. Frahm                /s/ Leonard E. Odell, Jr.
     ---------------------               --------------------------
          Donald R. Frahm                    Leonard E. Odell, Jr.

      /s/ Bruce D. Gardner               /s/ Lowndes A. Smith
     ---------------------               --------------------------
          Bruce D. Gardner                   Lowndes A. Smith

      /s/ Joseph H. Gareau               /s/ Raymond P. Welnicki
     ---------------------               --------------------------
          Joseph H. Gareau                   Raymond P. Welnicki

      /s/ John P. Ginnetti               /s/ Lizabeth H. Zlatkus
     ---------------------               --------------------------
          John P. Ginnetti                   Lizabeth H. Zlatkus

      /s/ Thomas M. Marra                /s/ Donald J. Znamierowski
     ---------------------               --------------------------
          Thomas M. Marra                    Donald J. Znamierowski


Dated: September 30, 1994
       ------------------



<PAGE>

                                                                  [Exhibit 1A3a]
                         PRINCIPAL UNDERWRITER AGREEMENT

THIS AGREEMENT, dated as of the June 26, 1995, made by and between HARTFORD LIFE
INSURANCE COMPANY ("HLIC" or the "Sponsor"), a corporation organized and
existing under the laws of the State of Connecticut, and HARTFORD EQUITY SALES
COMPANY, INC. ("HESCO"), a corporation organized and existing under the laws of
the State of Connecticut,

                                   WITNESSETH:

WHEREAS, the Board of Directors of HLIC has made provision for the establishment
of a separate account within HLIC in accordance with the laws of the State of
Connecticut, which separate account was organized and is established and
registered as a unit investment trust type investment company with the
Securities and Exchange Commission under the Investment Company Act of 1940
("1940 Act"), as amended, and which is designated Hartford Life Insurance
Company Separate Account VL II (referred to as the "UIT"); and

WHEREAS, HESCO offers to the public a certain Last Survivor Flexible Premium
Variable Life Insurance Policy (the "Policy") issued by HLIC with respect to the
UIT units of interest thereunder which are registered under the Securities Act
of 1933 ("1933 Act"), as amended; and

WHEREAS, HESCO has previously agreed to act as distributor in connection with 
offers and sales of the Policy under the terms and conditions set forth in this 
Principal Underwriter Agreement.

NOW THEREFORE, in consideration of the mutual agreements made herein, HLIC and
HESCO agree as follows:

                                       I.

                                 HESCO'S DUTIES

1.   HESCO, as principal underwriter for the Policy, will use its best efforts
     to effect offers and sales of the Policy through broker-dealers that are
     members of the National Association of Securities Dealers, Inc. and whose
     registered representatives are duly licensed as insurance agents of HLIC.
     HESCO is responsible for compliance with all applicable requirements of the
     1933 Act, as amended, the Securities Exchange Act of 1934 ("1934 Act"), as
     amended, and the 1940 Act, as amended, and the rules and regulations
     relating to the sales and distribution of the Policy, the need for which
     arises out of its duties as principal underwriter of said Policy and
     relating to the creation of the UIT.
<PAGE>

2.   HESCO agrees that it will not use any prospectus, sales literature, or any
     other printed matter or material or offer for sale or sell the Policy if
     any of the foregoing in any way represent the duties, obligations, or
     liabilities of HLIC as being greater than, or different from, such duties,
     obligations and liabilities as are set forth in this Agreement, as it may
     be amended from time to time.

3.   HESCO agrees that it will utilize the then currently effective prospectus
     relating to the UIT's Policies in connection with its selling efforts.

     As to the other types of sales materials, HESCO agrees that it will use
     only sales materials which conform to the requirements of federal and state
     insurance laws and regulations and which have been filed, where necessary,
     with the appropriate regulatory authorities.

4.   HESCO agrees that it or its duly designated agent shall maintain records of
     the name and address of, and the securities issued by the UIT and held by,
     every holder of any security issued pursuant to this Agreement, as required
     by the Section 26(a)(4) of the 1940 Act, as amended.

5.   HESCO's services pursuant to this Agreement shall not be deemed to be
     exclusive, and it may render similar services and act as an underwriter,
     distributor, or dealer for other investment companies in the offering of
     their shares.

6.   In the absence of willful misfeasance, bad faith, gross negligence, or
     reckless disregard of its obligations and duties hereunder on the part of
     HESCO, HESCO shall not be subject to liability under a Policy for any act
     or omission in the course, or connected with, rendering services hereunder.

                                       II.

1.   The UIT reserves the right at any time to suspend or limit the public
     offering of the Policies upon 30 days' written notice to HESCO, except
     where the notice period may be shortened because of legal action taken by
     any regulatory agency.

2.   The UIT agrees to advice HESCO immediately:

     (a)  Of any request by the Securities and Exchange Commission for amendment
          of its 1933 Act registration statement or for additional information;

     (b)  Of the issuance by the Securities and Exchange Commission of any stop
          order suspending the effectiveness of the 1933 Act registration
          statement relating to units of interest issued with respect to the UIT
          or of the initiation of any proceedings for that purpose;
<PAGE>

     (c)  Of the happening of any material event, if known, which makes untrue
          any statement in said 1933 Act registration statement or which
          requires a change therein in order to make any statement therein not
          misleading.

          HLIC will furnish to HESCO such information with respect to the UIT
          and the Policies in such form and signed by such of its officers and
          directors and HESCO may reasonably request and will warrant that the
          statements therein contained when so signed will be true and correct.
          HLIC will also furnish, from time to time, such additional information
          regarding the UIT's financial condition as HESCO may reasonably
          request.

                                      III.

                                  COMPENSATION

In accordance with an Expense Reimbursement Agreement between HLIC and HESCO,
HESCO is entitled to receive:  (1) compensation equal to a pro rata portion of
$10,000 per year for all services provided on behalf of HLIC and the UIT; plus
(2) reimbursement for the actual expenses incurred by HESCO in excess of $10,000
for all operating costs associated with the services provided on behalf of HLIC
and the UIT under this Principal Underwriter Agreement. No additional
compensation is payable in excess of that required under the Expense
Reimbursement Agreement.  The Expense Reimbursement Agreement provides for an
aggregate payment of $10,000 for all services performed by HESCO on behalf of
HLIC and its affiliated companies and any unit investment trusts sponsored by
HLIC and its affiliated companies.

                                       IV.

                RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER

HESCO may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to HLIC.  However, such resignation shall not become effective
until either the UIT has been completely liquidated and the proceeds of the
liquidation distributed through HLIC to the Policy owners or a successor
Principal Underwriter has been designated and has accepted its duties.

                                       V.

                                  MISCELLANEOUS

1.   This Agreement may not be assigned by any of the parties hereto without the
     written consent of the other party.
<PAGE>

2.   All notices and other communications provided for hereunder shall be in
     writing and shall be delivered by hand or mailed first class, postage
     prepaid, addressed as follows:

          (a)  If to HLIC - Hartford Life Insurance Company, Inc. P.O. Box 2999,
               Hartford, Connecticut 06104.

          (b)  If to HESCO - Hartford Equity Sales Company, Inc., P.O. Box 2999,
               Hartford, Connecticut 06104.

     or to such other address as HESCO or HLIC shall designate by written notice
     to the other.

3.   This Agreement may be executed in any number of counterparts, each of which
     shall be deemed an original and all of which shall be deemed one
     instrument, and an executed copy of this Agreement and all amendments
     hereto shall be kept on file by the Sponsor and shall be open to inspection
     any time during the business hours of the Sponsor.

4.   This Agreement shall inure to the benefit of and be binding upon the
     successor of the parties hereto.

5.   This Agreement shall be construed and governed by and according to the laws
     of the State of Connecticut.

6.   This Agreement may be amended from time to time by the mutual agreement and
     consent of the parties hereto.

7.   (a)  This Agreement shall become effective June 26, 1995 and shall continue
          in effect for a period of two years from that date and, unless sooner
          terminated in accordance with 7(b) below, shall continue in effect
          from year to year thereafter provided that its continuance is
          specifically approved at least annually by a majority of the members
          of the Board of Directors of HLIC.

     (b)  This Agreement (1) may be terminated at any time, without the payment
          of any penalty, either by a vote of a majority of the members of the
          Board of Directors of HLIC on 60 days' prior written notice to HESCO;
          (2) shall immediately terminate in the event of its assignment and (3)
          may be terminated by HESCO on 60 days' prior written notice to HLIC,
          but such termination will not be effective until HLIC shall have an
          agreement with one or more persons to act as successor principal
          underwriter of the Policies.  HESCO hereby agrees that it will
          continue to act as successor principal underwriter until its successor
          or successors assume such undertaking.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

(Seal)                                  HARTFORD LIFE INSURANCE COMPANY




                                        BY: /s/ Thomas M. Marra
                                           -----------------------
                                                Thomas M. Marra
                                             Senior Vice President



Attest:                                 HARTFORD EQUITY SALES COMPANY, INC.




 /s/ Lynda Godkin                       BY: /s/ George Jay
- -----------------                          -----------------------
Lynda Godkin                                    George Jay
Secretary                                       Controller


<PAGE>

                             BROKER-DEALER SALES AND
                              SUPERVISION AGREEMENT

This Broker-Dealer Sales and Supervision Agreement ("Agreement")
dated ____________________ is made by and between Hartford Life Insurance
Company and ITT Hartford Life and Annuity Insurance Company (referred to
collectively as "Companies"), Hartford Securities Distribution Company, Inc.
("Distributor"), a broker-dealer registered with the Securities and Exchange
Commission ("SEC") under the Securities and Exchange Act of 1934 ("1934 Act")
and a member of the National Association of Securities Dealers, Inc. ("NASD")
and __________________________________, who is also a broker-dealer registered
with the SEC under the 1934 Act and a member of the NASD ("Broker-Dealer"), and
any and all undersigned insurance agency affiliates ("Affiliates") of Broker-
Dealer.

WHEREAS, Companies offer certain variable life insurance policies and variable
and modified guaranteed annuity contracts which are deemed to be securities
under the Securities Act of 1933 (the "Registered Products"); and

WHEREAS, Companies wish to appoint the Broker-Dealer and Affiliates as agents of
the Companies for the solicitation and procurement of applications for
Registered Products; and

WHEREAS, Distributor is the principal underwriter of the Registered Products;
and

WHEREAS, Distributor anticipates having registered representatives who are
associated with Broker-Dealer ("Registered Representatives"), who are NASD
registered and are duly licensed under applicable state insurance law and
appointed as life insurance agents of Companies solicit and sell the Registered
Products; and

WHEREAS, Distributor acknowledges that the Broker-Dealer will provide certain
supervisory and administrative services to Registered Representatives who are
associated with the Broker-Dealer in connection with the solicitation, service
and sale of the Registered Products; and

WHEREAS, Broker-Dealer agrees to provide the aforementioned supervisory services
to its Registered Representatives who have been appointed by the Companies to
sell the Registered Products.

NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree to the following:


I. APPOINTMENT OF THE BROKER-DEALER

   The Companies hereby appoint Broker-Dealer as an agent of the Companies for
   the solicitation and procurement of applications for the Registered Products
   offered by the Companies, as outlined in Exhibit A attached herein, in all
   states in which the Companies are authorized to do business and in which
   Broker-Dealer or any Affiliates are properly licensed.  Distributor hereby
   authorizes Broker-Dealer under the securities laws to supervise Registered
   Representatives in connection with the solicitation, service and sale of the
   Registered Products.

II.    AUTHORITY OF THE BROKER-DEALER

<PAGE>

   Broker-Dealer has the authority to represent Distributor and Companies only
   to the extent expressly granted in this Agreement.  Broker-Dealer and any
   Registered Representatives shall not hold themselves out to be employees of
   Companies or Distributor in any dealings with the public.  Broker-Dealer and
   any Registered Representatives shall be independent contractors as to
   Distributor or Companies.  Nothing contained herein is intended to create a
   relationship of employer and employee between Broker-Dealer and Distributor
   or Companies or between Registered Representatives and Distributor or
   Companies.

III.   BROKER-DEALER REPRESENTATION

   Broker-Dealer represents that it is a registered broker-dealer under the
   1934 Act, a member in good standing of the NASD, and is registered as a
   broker-dealer under state law to the extent necessary to perform the duties
   described in this Agreement.  Broker-Dealer represents that its Registered
   Representatives, who will be soliciting applications for the Registered
   Products, will be duly registered representatives associated with Broker-
   Dealer and that they will be representatives in good standing with
   accreditation as required by the NASD to sell the Registered Products.
   Broker-Dealer agrees to abide by all rules and regulations of the NASD,
   including its Rules of Fair Practice, and to comply with all applicable
   state and federal laws and the rules and regulations of authorized
   regulatory agencies affecting the sale of the Registered Products.

IV.    BROKER-DEALER OBLIGATIONS

   (a)     TRAINING AND SUPERVISION
           Broker-Dealer has full responsibility for the training and
           supervision of all Registered Representatives associated with
           Broker-Dealer and any other persons who are engaged directly or
           indirectly in the offer or sale of the Registered Products.  Broker-
           Dealer shall, during the term of this Agreement, establish and
           implement reasonable procedures for periodic inspection and
           supervision of sales practices of its Registered Representatives.

           If a Registered Representative ceases to be a Registered
           Representative of Broker-Dealer, is disqualified for continued
           registration or has their registration suspended by the NASD or
           otherwise fails to meet the rules and standards imposed by Broker-
           Dealer, Broker-Dealer shall immediately notify such Registered
           Representative that he or she is no longer authorized to solicit
           applications, on behalf of the Companies, for the sale of Registered
           Products.  Broker-Dealer shall immediately notify Distributor of
           such termination or suspension.

   (b)     SOLICITATION
           Broker-Dealer agrees to supervise its Registered Representatives so
           that they will only solicit applications in states where the
           Registered Products are approved for sale in accordance with
           applicable state and federal laws.  Broker-Dealer shall be notified
           by Companies or Distributor of the availability of the Registered
           Products in each state.

   (c)     NO CHURNING
           Broker-Dealer and any Registered Representatives shall not make any
           misrepresentation or incomplete comparison of products for the
           purpose of inducing a policyholder to lapse, forfeit or surrender
           its insurance in favor of purchasing a Registered Product.

   (d)     PROSPECTUS DELIVERY AND SUITABILITY REQUIREMENTS
           Broker-Dealer shall ensure that its Registered Representatives
           comply with the prospectus delivery requirements under the
           Securities Act of 1933.  In addition, Broker-Dealer shall ensure
           that its Registered Representatives shall not make recommendations
           to an applicant to purchase a Registered Product in the absence of
           reasonable grounds to believe that the


                                        2
<PAGE>


           purchase is suitable for such applicant, as outlined in the
           suitability requirements of the 1934 Act and the NASD Rules of Fair
           Practice.  Broker-Dealer shall  ensure that each application
           obtained by its Registered Representatives shall bear evidence of
           approval by one of its principals indicating that the application
           has been reviewed for suitability.


   (e)     PROMOTIONAL MATERIAL
           Broker-Dealer and its Registered Representatives are not authorized
           to provide any information or make any representation in connection
           with this Agreement or the solicitation of the Registered Products
           other than those contained in the prospectus or other promotional
           material produced or authorized by Companies or Distributor.

           Broker-Dealer agrees that if it develops any promotional material
           for sales, training, explanatory or other purposes in connection
           with the solicitation of applications for Registered Products,
           including generic advertising and/or training materials which may be
           used in connection with the sale of Registered Products, it will
           obtain the prior written consent of Distributor, and where
           appropriate, approval of Companies, such approval not to be
           unreasonably withheld.

   (f)     RECORD KEEPING
           Broker-Dealer is responsible for maintaining the records of its
           Registered Representatives.  Broker-Dealer shall maintain such other
           records as are required of it by applicable laws and regulations.
           The books, accounts and records maintained by Broker-Dealer that
           relate to the sale of the Registered Products, or dealings with the
           Companies, Distributor and/or Broker-Dealer shall be maintained so
           as to clearly and accurately disclose the nature and details of each
           transaction.

           Broker-Dealer acknowledges that all the records maintained by
           Broker-Dealer relating to the solicitation, service or sale of the
           Registered Products subject to this Agreement, including but not
           limited to applications, authorization cards, complaint files and
           suitability reviews, shall be available to Companies and Distributor
           upon request during normal business hours.  Companies and
           Distributor may retain copies of any such records which Companies
           and Distributor, in their discretion, deems necessary or desirable
           to keep.

   (g)     REFUND OF COMPENSATION
           Broker-Dealer agrees to repay Companies the total amount of any
           compensation which may have been paid to it within thirty (30)
           business days of notice of the request for such refund should
           Companies for any reason return any premium on a Registered Product
           which was solicited by a Registered Representative of Broker-Dealer.


   (h)     PREMIUM COLLECTION
           Broker-Dealer only has the authority to collect initial premiums
           unless specifically set forth in the applicable commission schedule.
           Unless previously authorized by Distributor, neither Broker-Dealer
           nor any of its Registered Representatives shall have any right to
           withhold or deduct any part of any premium it shall receive for
           purposes of payment of commission or otherwise.



V. COMPANIES AND/OR DISTRIBUTOR OBLIGATIONS

   (a)     PROSPECTUS/PROMOTIONAL MATERIAL
           Companies and/or Distributor will provide Broker-Dealer with
           reasonable quantities of the currently effective prospectus for the
           Registered Products and appropriate sales promotional


                                        3
<PAGE>


           material which has been filed with the NASD, and applicable state
           insurance departments.

   (b)     COMPENSATION
           Distributor will pay Broker-Dealer as full compensation for all
           services rendered by Broker-Dealer under this Agreement, commissions
           and/or service fees in the amounts, in the manner and for the period
           of time as set forth in the Commission Schedules attached to this
           Agreement or subsequently made a part hereof, and which are in
           effect at the time such Registered Products are sold.  The manner of
           commission payments (I.E. fronted or trail) is not subject to change
           after the effective date of a contract for which the compensation is
           payable.

           Distributor or Companies may change the Commission Schedules
           attached to this Agreement at any time.  Such change shall become
           effective only when Distributor or Companies provide the Broker-
           Dealer with written notice of the change.  No such change shall
           affect any contracts issued upon applications received by Companies
           at Companies' Home Office prior to the effective date of such
           change.

           Distributor agrees to identify to Broker-Dealer for each such
           payment, the name of the Registered Representative of Broker-Dealer
           who solicited each contract covered by the payment.  Distributor
           will not compensate Broker-Dealer for any Registered Product which
           is tendered for redemption after acceptance of the application.  Any
           chargebacks will be assessed against the Broker-Dealer of record at
           the time of the redemption.

           Distributor will only compensate Broker-Dealer or Affiliates, as
           outlined below, for those applications accepted by Companies, and
           only after receipt by Companies at Companies' Home Office or at such
           other location as Companies may designate from time to time for its
           various lines of business, of the required premium and compliance by
           Broker-Dealer with any outstanding contract and prospectus delivery
           requirements.

           In the event that this Agreement terminates for fraudulent
           activities or due to a material breach by the Broker-Dealer,
           Distributor will only pay to Broker-Dealer or Affiliate commissions
           or other compensation earned prior to discovery of events requiring
           termination. No further commissions or other compensation shall
           thereafter be payable.

   (c)     COMPENSATION PAYABLE TO AFFILIATES
           If Broker-Dealer is unable to comply with state licensing
           requirements because of a legal impediment which prohibits a non-
           domiciliary corporation from becoming a licensed insurance agency or
           prohibits non-resident ownership of a licensed insurance agency,
           Distributor agrees to pay compensation to Broker-Dealer's
           contractually affiliated insurance agency, a wholly-owned life
           agency affiliate of Broker-Dealer, or a Registered Representative or
           principal of Broker-Dealer who is properly state licensed.  As
           appropriate, any reference in this Agreement to Broker-Dealer shall
           apply equally to such Affiliate. Distributor agrees to pay
           compensation to an Affiliate subject to Affiliates agreement to
           comply with the requirements of Exhibit B, attached hereto.


 VI.   TERMINATION

   (a)     This Agreement may be terminated by any party by giving thirty (30)
           days' notice in writing to the other party.

   (b)     Such notice of termination shall be mailed to the last known address
           of Broker-Dealer appearing on Companies' records, or in the event of
           termination by Broker-Dealer, to the Home Office of Companies at
           P.O. Box 2999, Hartford, Connecticut 06104-2999.


                                        4
<PAGE>


   (c)     Such notice shall be an effective notice of termination of this
           Agreement as of the time the notice is deposited in the United
           States mail or the time of actual receipt of such notice if
           delivered by means other than mail.

   (d)     This Agreement shall automatically terminate without notice upon the
           occurrence of any of the events set forth below:

       (1) Upon the bankruptcy or dissolution of Broker-Dealer.

       (2) When and if Broker-Dealer commits fraud or gross negligence in the
           performance of any duties imposed upon Broker-Dealer by this
           Agreement or wrongfully withholds or misappropriates, for Broker-
           Dealer's own use, funds of Companies, its policyholders or
           applicants.

       (3) When and if Broker-Dealer materially breaches this Agreement or
           materially violates state insurance or Federal securities laws and
           administrative regulations of a state in which Broker-Dealer
           transacts business.

       (4) When and if Broker-Dealer fails to obtain renewal of a necessary
           license in any jurisdiction, but only as to that jurisdiction.

   (e)     The parties agree that on termination of this Agreement, any
           outstanding indebtedness to Companies shall become immediately due
           and payable.

VII.   GENERAL PROVISIONS

   (a)     COMPLAINTS AND INVESTIGATIONS
           Broker-Dealer shall cooperate with Distributor and Companies in the
           investigation and settlement of all complaints or claims against
           Broker-Dealer and/or Distributor or Companies relating to the
           solicitation or sale of the Registered Products under this
           Agreement.  Broker-Dealer, Distributor and Companies each shall
           promptly forward to the other any complaint, notice of claim or
           other relevant information which may come into either one's
           possession.  Broker-Dealer, Distributor and Companies agree to
           cooperate fully in any investigation or proceeding in order to
           ascertain whether Broker-Dealer's, Distributor's or Companies'
           procedures with respect to solicitation or servicing is consistent
           with any applicable law or regulation.

           In the event any legal process or notice is served on Broker-Dealer
           in a suit or proceeding against Distributor or Companies, Broker-
           Dealer shall forward forthwith such process or notice to Companies
           at its Home Office in Hartford, Connecticut, by certified mail.


   (b)     WAIVER
           The failure of Distributor or Companies to enforce any provisions of
           this Agreement shall not constitute a waiver of any such provision.
           The past waiver of a provision by Distributor or Companies shall not
           constitute a course of conduct or a waiver in the future of that
           same provision.

   (c)     INDEMNIFICATION
           Broker-Dealer shall indemnify and hold Distributor and Companies
           harmless from any liability, loss or expense sustained by Companies
           or the Distributor (including reasonable attorney fees) on account
           of any acts or omissions by Broker-Dealer or persons employed or
           appointed by Broker-Dealer, except to the extent Companies' or
           Distributor's acts or omissions caused such

           

                                        5
<PAGE>


           liability.

           Indemnification by Broker-Dealer is subject to the conditions that
           Distributor or Companies promptly notify Broker-Dealer of any claim
           or suit made against Distributor or Companies, and that Distributor
           or Companies allow Broker-Dealer to make such investigation,
           settlement, or defense thereof as Broker-Dealer deems prudent.

           Broker-Dealer expressly authorizes Companies to charge against all
           compensation due or to become due to Broker-Dealer under this
           Agreement any monies paid or liabilities incurred by Companies under
           this Indemnification provision.

           Distributor and Companies shall indemnify and hold Broker-Dealer
           harmless from any liability, loss or expense sustained by the
           Broker-Dealer (including reasonable attorney fees) on account of any
           acts or omissions by Distributor or Companies, except to the extent
           Broker-Dealer's acts or omissions caused such liability.

           Indemnification by Distributor or Companies is subject to the
           condition that Broker-Dealer promptly notify Distributor or
           Companies of any claim or suit made against Broker-Dealer, and that
           Broker-Dealer allow Distributor or Companies to make such
           investigation, settlement, or defense thereof as Distributor or
           Companies deems prudent.

   (d)     ASSIGNMENT
           No assignment of this Agreement, or commissions payable hereunder,
           shall be valid unless authorized in writing by Distributor.  Every
           assignment shall be subject to any indebtedness and obligation of
           Broker-Dealer that may be due or become due to Companies and any
           applicable state insurance regulations pertaining to such
           assignments.

   (e)     OFFSET
           Companies may at any time deduct, from any monies due under this
           Agreement, every indebtedness or obligation of Broker-Dealer to
           Companies or to any of its affiliates.

   (f)     CONFIDENTIALITY
           Companies, Distributor and Broker-Dealer agree that all facts or
           information received by any party related to a contract owner shall
           remain confidential, unless such facts or information is required to
           be disclosed by any regulatory authority or court of competent
           jurisdiction.

   (g)     PRIOR AGREEMENTS
           This Agreement terminates all previous agreements, if any, between
           Companies, Distributor and Broker-Dealer.  However, the execution of
           this Agreement shall not affect any obligations which have already
           accrued under any prior agreement.

   (h)     CHOICE OF LAW
           This Agreement shall be governed by and construed in accordance with
           the laws of the State of Connecticut.

By executing this Broker-Dealer Sales and Supervision Agreement Specifications
Page, Broker-Dealer acknowledges that it has read this Agreement in its entirety
and is in agreement with the terms and conditions outlining the rights of
Distributor, Companies and Broker-Dealer and Affiliates under this Agreement.

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement to be
effective as set forth above, upon the later of the execution date below or
approval of Distributor's registration by all appropriate state securities
commissions.


                                        6
<PAGE>


BROKER-DEALER                 HARTFORD SECURITIES DISTRIBUTION
                              COMPANY INC.

By:                           By:


Title:                        Title:


Date:                         Date:


AFFILIATE (IF APPLICABLE)     HARTFORD LIFE INSURANCE COMPANY

By:                           By:


Title:                        Title:


Date:                         Date:


                              ITT HARTFORD LIFE AND ANNUITY
                              INSURANCE COMPANY

                              By:


                              Title:


                              Date:


                                        7
<PAGE>


                                    EXHIBIT B

In accordance with Section V.(c) of the Broker-Dealer-Dealer Sales and
Supervision Agreement, no compensation is payable unless Broker-Dealer and
Registered Representative have first complied with all applicable state
insurance laws, rules and regulations.  Distributor must ensure that any Broker-
Dealer with whom Distributor intends to enter into an Agreement and any
Registered Representatives meet the licensing and registration requirements of
the state(s) Broker-Dealer operates in and the NASD.

Companies are required by the Insurance Department in all 50 states to pay
compensation only to individuals and entities that are properly insurance
licensed and appointed.  For registered products, Distributor must also comply
with NASD regulations that require Distributor to pay compensation to an NASD
registered Broker-Dealer.  Distributor must comply with both state and NASD
requirements.

Distributor requires confirmation that Broker-Dealer holds current state
insurance licenses or markets insurance products through a contractual affiliate
or wholly owned life agency, which is properly insurance licensed.  If Broker-
Dealer is properly state licensed then compensation may be paid to Broker-Dealer
in compliance with both state and NASD requirements.

If Broker-Dealer is not state insurance licensed and relies on the licensing of
a contractual affiliate or wholly owned life agency, the SEC has issued a number
of letters indicating that, under specific limited circumstances, it will take
"no action" against insurers (Distributor) paying compensation on registered
products to Broker-Dealer's contractual affiliate or wholly owned life agency.
At the request of Broker-Dealer, Distributor will provide copies of several of
these letters as well as a summary of their requirements.

If Broker-Dealer intends to rely on one of these "no-action" letters, legal
counsel for Broker-Dealer must confirm to Distributor in writing that all of the
circumstances of any one of the SEC no-action letters are applicable.  Broker-
Dealer's counsel must summarize each point upon which the no-action relief was
granted and represent that Broker-Dealer's method of operation is identical or
meets the same criteria.  Broker-Dealer's counsel must also confirm that, to the
best of counsel's knowledge, the SEC has not rescinded or modified its no-action
position since the letter was released.

The Broker-Dealer Sales and Supervision Agreement will not be finalized and no
new applications for registered products will be accepted or no new compensation
will be payable unless the appropriate proof of state licensing or no-action
relief is confirmed.  In addition to a letter from Broker-Dealer's counsel,
copies of the following documentation is required:

     --   life insurance licenses for all states in which Broker-Dealer holds
          these licenses and intends to operate and/or;

     --   life insurance licenses for any contractual affiliate or wholly owned
          life agency; and

     --   the SEC No-Action Letter that will be relied upon.


If you have any questions regarding these matters, please contact your Life
Licensing and Contracting representative.


                                        8



<PAGE>
                                                                   Exhibit 1A5


                           HARTFORD LIFE INSURANCE COMPANY
                          HARTFORD, CONNECTICUT  06104-2999
                             (A stock insurance company)

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

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

Signed for the Company

    /s/Bruce D. Gardner                     /s/Lowndes A. Smith
    BRUCE D. GARDNER, SECRETARY             LOWNDES A. SMITH, PRESIDENT

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


                               RIGHT TO EXAMINE POLICY

WE WANT YOU TO BE SATISFIED WITH THIS POLICY YOU HAVE PURCHASED.  WE URGE YOU TO
EXAMINE IT CLOSELY.  IF, FOR ANY REASON YOU ARE NOT SATISFIED, YOU MAY DELIVER
OR MAIL THIS POLICY TO US OR TO THE AGENT FROM WHOM IT WAS PURCHASED WITHIN TEN
DAYS AFTER YOU RECEIVE IT OR WITHIN 45 DAYS AFTER YOU SIGN THE APPLICATION OR
WITHIN TEN DAYS AFTER WE MAIL YOU THE NOTICE OF WITHDRAWAL RIGHT, WHICHEVER IS
LATEST.  IN SUCH AN EVENT, THIS POLICY WILL BE RESCINDED AND WE WILL PAY AN
AMOUNT EQUAL TO THE GREATER OF THE PREMIUMS PAID FOR THIS POLICY LESS ANY
INDEBTEDNESS OR THE SUM OF: i) THE ACCOUNT VALUE LESS ANY INDEBTEDNESS, ON THE
DATE THE RETURNED POLICY IS RECEIVED BY US OR TO THE AGENT FROM WHOM IT WAS
PURCHASED; AND, ii) ANY DEDUCTIONS UNDER THE POLICY OR CHARGES ASSOCIATED WITH
THE SEPARATE ACCOUNT.

                    CASH SURRENDER VALUE PAYABLE ON MATURITY DATE
            DEATH PROCEEDS PAYABLE AT DEATH OF THE LAST SURVIVING INSURED
                               ADJUSTABLE DEATH BENEFIT
                         PREMIUMS PAYABLE AS SHOWN ON PAGE 3
                                  NON-PARTICIPATING

THE PORTIONS OF THE ACCOUNT VALUES PROVIDED BY THIS CONTRACT THAT ARE IN THE
SUB-ACCOUNTS ARE BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT.  THEY
ARE VARIABLE AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.  THE AMOUNT OF THE
DEATH BENEFIT MAY BE FIXED OR VARIABLE DEPENDING ON THE INVESTMENT EXPERIENCE OF
THAT SEPARATE ACCOUNT.  THE BASIC FACE AMOUNT IS A GUARANTEED DEATH BENEFIT
DURING THE FIRST TEN POLICY YEARS (OR LONGER, IF APPLIED FOR) SUBJECT TO THE
CONDITIONS DESCRIBED ON PAGE 7.

                                    LAST SURVIVOR
                                   FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE POLICY

<PAGE>

                                  TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                             PAGE
         <S>                                                 <C>
         Policy Specifications                                 3
         
         Definitions                                           5
         
         Death Benefit                                         7
         
         Increases and Decreases in Face Amount                8
         
         Premiums                                              9
         
         Lapse and Grace Period                               10
         
         Valuation Provisions                                 11
         
         Account Value and Cash
           Surrender Value                                    12
         
         Monthly Deduction Amount                             13
         
         Transfers                                            14
         
         Termination and Maturity Date                        15
         
         Reinstatement                                        15
         
         Policy Loans                                         15
         
         Withdrawals                                          16
         
         Surrenders                                           16
         
         Payments By Us                                       17
         
         Taxation                                             17
         
         The Contract                                         17
         
         Ownership and Beneficiary                            19
         
         Exchange Option                                      19

         Income Settlement Options                            20

         Any Riders follow page                               21

</TABLE>

<PAGE>

                                        Page 2


                                POLICY SPECIFICATIONS

DATE OF ISSUE           JANUARY 1, 1995     FIRST INSURED          JOHN S. DOE


POLICY DATE             JANUARY 1, 1995      ISSUE AGE/SEX         35 MALE
MATURITY DATE           JANUARY 1, 2060*     INSURANCE CLASS       PREFERRED
OWNER                   JOHN DOE            SECOND INSURED         MARY DOE
BENEFICIARY             JANE DOE             ISSUE AGE/SEX         35 FEMALE
PREMIUM MODE            ANNUAL               INSURANCE CLASS       PREFERRED
FIRST PLANNED PREMIUM   $10,000.00          BASIC FACE AMOUNT      $750,000
TARGET PREMIUM          $6,995.00           INITIAL SUPPLEMENTAL
ANNUAL DEATH BENEFIT                         FACE AMOUNT           $250,000
 GUARANTEE PREMIUM      $1,281.51           DEATH BENEFIT OPTION   OPTION A
DEATH BENEFIT                               POLICY NUMBER          VL0000001
 GUARANTEE PERIOD       JANUARY 1, 1995 -   DISCOUNT RATE          [7.50%]**
                        DECEMBER 31, 2004


                                DESCRIPTION OF BENEFIT

                                             FIRST YEAR          YEARS PAYABLE
                                           ANNUAL PLANNED
                                               PREMIUM

LAST SURVIVOR FLEXIBLE PREMIUM              $10,000.00             1-65
 VARIABLE LIFE INSURANCE POLICY



                            ANNUAL CHARGES FOR ADDITIONAL
                                 BENEFITS AND RIDERS

                                             FIRST YEAR           COVERAGE TO
                                            ANNUAL COST

LAST SURVIVOR EXCHANGE OPTION RIDER            $0.00               01/01/2060

ESTATE PROTECTION                              $309.24             01/01/99
TERM INSURANCE BENEFIT: $1,222,222.22
RIDER RATE:  1/1/95
TERMINATION DATE:  12/31/98

MATURITY DATE EXTENSION RIDER                  $0.00


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


** THIS DISCOUNT RATE IS SUBJECT TO THE ELIGIBILITY REQUIREMENTS DESCRIBED IN
   THE MONTHLY DEDUCTION AMOUNT PROVISION.

<PAGE>

                                        Page 3


POLICY NUMBER:          VL0000001
NAME OF FIRST INSURED:  JOHN S. DOE       NAME OF SECOND INSURED:    MARY DOE
ISSUE AGE/SEX:          35/MALE           ISSUE AGE/SEX:             35/FEMALE


                            ANNUAL CHARGES FOR ADDITIONAL
                           BENEFITS AND RIDERS (CONTINUED)

                                               FIRST YEAR         COVERAGE TO
                                              ANNUAL COST

SINGLE LIFE YEARLY RENEWABLE TERM               $21.36             01/01/2060
DESIGNATED INSURED:  JOHN DOE
DEATH BENEFIT OPTION:  LEVEL
RIDER FACE AMOUNT: $50,000
RIDER EFFECTIVE DATE:  1/1/95
TERMINATION DATE:  01/01/60


SINGLE LIFE YEARLY RENEWABLE TERM               $2.76              01/01/2015
DESIGNATED INSURED:  MARY DOE
DEATH BENEFIT OPTION: RETURN OF POLICY PREMIUM
RIDER FACE AMOUNT:  $0.00
RIDER EFFECTIVE DATE:  1/1/95
TERMINATION DATE:  01/01/15

<PAGE>

                                  Page 3 (continued)


POLICY NUMBER:          VL0000001
NAME OF FIRST INSURED:  JOHN S. DOE       NAME OF SECOND INSURED:    MARY DOE
ISSUE AGE/SEX:          35/MALE           ISSUE AGE/SEX:             35/FEMALE


                                POLICY SPECIFICATIONS


   POLICY YEARS                           SUPPLEMENTAL FACE AMOUNT *
       1-65                               $250,000


*  THE SUPPLEMENTAL FACE AMOUNT MAY CHANGE IN ACCORDANCE WITH THE PROVISIONS OF
   THIS POLICY.  SEE THE DEFINITION OF SUPPLEMENTAL FACE AMOUNT.

<PAGE>

                                       Page 3A


POLICY NUMBER:          VL0000001
NAME OF FIRST INSURED:  JOHN S. DOE       NAME OF SECOND INSURED:    MARY DOE
ISSUE AGE/SEX:          35/MALE           ISSUE AGE/SEX:             35/FEMALE

                                POLICY SPECIFICATIONS


      POLICY YEARS                                SUPPLEMENTAL FACE AMOUNT *
         1-10                                            $50,000
         11                                               55,000
         12                                               60,000
         13                                               65,000
         14                                               70,000
         15                                               75,000
         16                                               80,000
         17                                               85,000
         18                                               90,000
         19                                               95,000
         20                                              100,000
         21 + THEREAFTER                                 100,000


*  THE SUPPLEMENTAL FACE AMOUNT MAY CHANGE IN ACCORDANCE WITH THE PROVISIONS OF
   THIS POLICY.  SEE THE DEFINITION OF SUPPLEMENTAL FACE AMOUNT.

<PAGE>

                                 Page 3A (continued)


POLICY NUMBER:          VL0000001
NAME OF FIRST INSURED:  JOHN S. DOE      NAME OF SECOND INSURED:     MARY DOE
ISSUE AGE/SEX:          35/MALE          ISSUE AGE/SEX:              35/FEMALE

                                POLICY SPECIFICATIONS

                            LIST OF SUB-ACCOUNTS AND FUNDS


       LISTED BELOW ARE THE SUB-ACCOUNTS OF THE HARTFORD LIFE INSURANCE COMPANY
                SEPARATE [ACCOUNT VL II] AND THE FUNDS THEY INVEST IN.


        SUB-ACCOUNT                              FUND

 [HARTFORD BOND SECURITIES              HARTFORD BOND FUND, INC.
 HARTFORD STOCK                         HARTFORD STOCK FUND, INC.
 HARTFORD MONEY MARKET                  HVA MONEY MARKET FUND, INC.
 HARTFORD ADVISERS                      HARTFORD ADVISERS FUND, INC.
 HARTFORD AGGRESSIVE GROWTH             HARTFORD AGGRESSIVE GROWTH FUND, INC.
 HARTFORD MORTGAGE SECURITIES           HARTFORD MORTGAGE SECURITIES FUND, INC.
 HARTFORD INDEX                         HARTFORD INDEX FUND, INC.
 HARTFORD INTERNATIONAL                 HARTFORD INTERNATIONAL
  OPPORTUNITIES                          OPPORTUNITIES FUND, INC.
 
 PUTNAM GLOBAL GROWTH                   PCM GLOBAL GROWTH FUND
 PUTNAM GROWTH AND INCOME               PCM GROWTH AND INCOME FUND
 PUTNAM HIGH YIELD                      PCM HIGH YIELD FUND
 PUTNAM MONEY MARKET                    PCM MONEY MARKET FUND
 PUTNAM GLOBAL ASSET ALLOCATION         PCM GLOBAL ASSET ALLOCATION FUND
 PUTNAM U.S. GOVERNMENT AND             PCM U.S. GOVERNMENT AND
   HIGH QUALITY BOND                     HIGH QUALITY FUND
 PUTNAM VOYAGER                         PCM VOYAGER FUND
 PUTNAM UTILITIES GROWTH AND INCOME     PCM UTILITIES GROWTH AND INCOME FUND
 
 FIDELITY ASSET MANAGER                 ASSET MANAGER PORTFOLIO OF VARIABLE
                                         INSURANCE PRODUCTS FUND II
 FIDELITY OVERSEAS                      OVERSEAS PORTFOLIO OF VARIABLE
                                         INSURANCE PRODUCTS FUND
 FIDELITY EQUITY INCOME                 EQUITY-INCOME PORTFOLIO OF VARIABLE
                                         INSURANCE PRODUCTS FUND]

 AND OTHER SUB-ACCOUNTS AND FUNDS AS MAY BE MADE AVAILABLE FROM TIME TO TIME.


INITIAL ALLOCATION 
OF NET PREMIUMS:        HARTFORD MONEY MARKET SUB-ACCOUNT  100%

<PAGE>

                                       Page 3B


POLICY NUMBER:          VL0000001
NAME OF FIRST INSURED:  JOHN S. DOE       NAME OF SECOND INSURED:    MARY DOE
ISSUE AGE/SEX:          35/MALE           ISSUE AGE/SEX:             35/FEMALE


                                POLICY SPECIFICATIONS
FIXED ACCOUNT MINIMUM CREDITED RATE:               4.00%
POLICY LOAN RATE:                                  6.00%

                          GUARANTEED MAXIMUM POLICY CHARGES

                           DEDUCTIONS FROM PREMIUM PAYMENTS


SALES CHARGES:

<TABLE>
<CAPTION>

                          PERCENT OF PREMIUM          PERCENT OF PREMIUM
     POLICY YEARS        PAID UP TO $6,995.00       IN EXCESS OF $6,995.00
     <S>                 <C>                        <C>
          1                     [38.5%]                     [7.75%]
         2-5                    [12.25%]                       4%
        6-10                     [8.5%]                        4%
         11+                       2%                          2%

</TABLE>

DAC TAX CHARGE                 1.25% OF ALL PREMIUMS PAID

PREMIUM TAX CHARGE             2.35% OF ALL PREMIUMS PAID


PREMIUM PROCESSING CHARGE      1.25% OF ALL PREMIUMS PAID

                            DEDUCTIONS FROM ACCOUNT VALUE

MONTHLY ADMINISTRATIVE FEE
 ALL POLICY YEARS                 [$11.25] PER MONTH
                          PLUS    [$.035] PER $1,000 OF FACE AMOUNT AT ISSUE
                                  PER MONTH

MONTHLY ISSUE CHARGE
 POLICY YEARS 1-5:                $20.00 PER MONTH
                          PLUS    $.05 PER $1,000 OF FACE AMOUNT AT ISSUE PER
                                  MONTH

MORTALITY AND EXPENSE RISK CHARGE
 POLICY YEARS 1-10:               .80% OF THE ACCOUNT VALUE
 POLICY YEARS 11 & LATER:         .80% OF THE FIRST $100,000 OF ACCOUNT VALUE
                                  [.425%] OF THE REMAINING ACCOUNT VALUE

FACE AMOUNT INCREASE FEE          $.05 PER $1,000 OF UNSCHEDULED FACE AMOUNT
                                  INCREASE PER MONTH FOR THE FIRST 5 POLICY
                                  YEARS FROM DATE OF INCREASE

TRANSFER CHARGE                   $0.00 FOR FIRST 4 IN ANY POLICY YEAR
                                  $25.00 PER TRANSFER IN EXCESS OF 4 IN ANY
                                  POLICY YEAR

<PAGE>

                                       Page 3C


POLICY NUMBER:            VL0000001
NAME OF FIRST INSURED:    JOHN S. DOE     NAME OF SECOND INSURED:    MARY DOE
ISSUE AGE/SEX:            35/MALE         ISSUE AGE/SEX:             35/FEMALE

                                POLICY SPECIFICATIONS

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

<TABLE>
<CAPTION>

             MINIMUM      MAXIMUM COST               MINIMUM       MAXIMUM COST
POLICY    DEATH BENEFIT   OF INSURANCE   POLICY   DEATH BENEFIT    OF INSURANCE
 YEAR      PERCENTAGES       RATE         YEAR     PERCENTAGES         RATE
<S>       <C>             <C>            <C>      <C>              <C>
 1           250.00        0.0003         34         117.00          0.7182
 2           250.00        0.0007         35         116.00          0.8414
 3           250.00        0.0013         36         115.00          0.9879
 4           250.00        0.0020         37         113.00          1.1653
 5           250.00        0.0028         38         111.00          1.3822

 6           250.00        0.0038         39         109.00          1.6447
 7           243.00        0.0051         40         107.00          1.9553
 8           236.00        0.0066         41         105.00          2.3140
 9           229.00        0.0083         42         105.00          2.7198
10           222.00        0.0103         43         105.00          3.1724

11           215.00        0.0127         44         105.00          3.6760
12           209.00        0.0155         45         105.00          4.2428
13           203.00        0.0188         46         105.00          4.8903
14           197.00        0.0226         47         105.00          5.6355
15           191.00        0.0271         48         105.00          6.4950

16           185.00        0.0324         49         105.00          7.4696
17           178.00        0.0388         50         105.00          8.5493
18           171.00        0.0466         51         105.00          9.7187
19           164.00        0.0559         52         105.00         10.9650
20           157.00        0.0669         53         105.00         12.2768

21           150.00        0.0799         54         105.00         13.6477
22           146.00        0.0949         55         105.00         15.0844
23           142.00        0.1120         56         105.00         16.5963
24           138.00        0.1316         57         104.00         18.2119
25           134.00        0.1548         58         103.00         19.9859

26           130.00        0.1823         59         102.00         22.0472
27           128.00        0.2156         60         101.00         24.6880
28           126.00        0.2565         61         100.00         28.4789
29           124.00        0.3068         62         100.00         34.5196
30           122.00        0.3671         63         100.00         44.7758

31           120.00        0.4378         64         100.00         61.9954
32           119.00        0.5194         65         100.00         83.3333
33           118.00        0.6123

</TABLE>

THE MINIMUM DEATH BENEFIT PERCENTAGES ARE DETERMINED TO COMPLY WITH SECTION 7702
OF THE INTERNAL REVENUE CODE, OR YOUR REQUESTED PERCENTAGES, IF GREATER.  THE
MAXIMUM COST OF INSURANCE RATES DO NOT EXCEED THE COST OF INSURANCE RATES BASED
ON THE 1980 COMMISSIONERS STANDARD ORDINARY SMOKER OR NONSMOKER MORTALITY TABLE,
AGE LAST BIRTHDAY.

<PAGE>

                                        Page 4


POLICY NUMBER:          VL0000001
NAME OF FIRST INSURED:  JOHN S. DOE       NAME OF SECOND INSURED:    MARY DOE
ISSUE AGE/SEX:          35/MALE           ISSUE AGE/SEX:             35/FEMALE

DESIGNATED INSURED:     JOHN DOE

             SINGLE LIFE YEARLY RENEWABLE TERM LIFE RIDER SPECIFICATIONS

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

<TABLE>
<CAPTION>

      POLICY        MAXIMUM           POLICY          MAXIMUM
       YEAR           RATE             YEAR            RATE
      <S>           <C>               <C>             <C>
        1           0.1442             34             2.4933
        2           0.1517             35             2.7483
        3           0.1617             36             3.0367
        4           0.1725             37             3.3658
        5           0.1842             38             3.7458

        6           0.1983             39             4.1758
        7           0.2133             40             4.6483
        8           0.2292             41             5.1533
        9           0.2467             42             5.6867
       10           0.2658             43             6.2442

       11           0.2875             44             6.8292
       12           0.3108             45             7.4600
       13           0.3358             46             8.1567
       14           0.3633             47             8.9375
       15           0.3933             48             9.8183

       16           0.4275             49             10.7950
       17           0.4667             50             11.8483
       18           0.5117             51             12.9542
       19           0.5633             52             14.0983
       20           0.6208             53             15.2633

       21           0.6850             54             16.4442
       22           0.7550             55             17.6575
       23           0.8292             56             18.9208
       24           0.9117             57             20.2633
       25           1.0042             58             21.7350

       26           1.1075             59             23.4792
       27           1.2225             60             25.8192
       28           1.3550             61             29.3217
       29           1.5050             62             35.0825
       30           1.6717             63             45.0833

       31           1.8542             64             62.0958
       32           2.0517             65             83.3333
       33           2.2633

</TABLE>

THE MAXIMUM RATES DO NOT EXCEED THE COST OF INSURANCE RATES BASED ON THE 1980
COMMISSIONERS STANDARD ORDINARY SMOKER OR NONSMOKER MORTALITY TABLE, AGE LAST
BIRTHDAY.

<PAGE>

                                       Page 4A


POLICY NUMBER:          VL0000001
NAME OF FIRST INSURED:  JOHN S. DOE       NAME OF SECOND INSURED:    MARY DOE
ISSUE AGE/SEX:          35/MALE           ISSUE AGE/SEX:             35/FEMALE

DESIGNATED INSURED:  MARY DOE


             SINGLE LIFE YEARLY RENEWABLE TERM LIFE RIDER SPECIFICATIONS


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

<TABLE>
<CAPTION>

                       POLICY             MAXIMUM
                        YEAR               RATE
                       <S>                <C>
                         1                0.0201
                         2                0.0241
                         3                0.0294
                         4                0.0370
                         5                0.0450

                         6                0.0535
                         7                0.0619
                         8                0.0695
                         9                0.0771
                        10                0.0847

                        11                0.0967
                        12                0.1052
                        13                0.1141
                        14                0.1257
                        15                0.1359

                        16                0.1471
                        17                0.1591
                        18                0.1729
                        19                0.1881
                        20                0.2050
</TABLE>

THE MAXIMUM RATES DO NOT EXCEED THE COST OF INSURANCE RATES BASED ON THE 1980
COMMISSIONERS STANDARD ORDINARY SMOKER OR NONSMOKER MORTALITY TABLE, AGE LAST
BIRTHDAY.

<PAGE>

                                 Page 4A (continued)


DEFINITIONS        The definitions in this section apply to the following words
                   and phrases whenever and wherever they appear in this
                   policy.

                   ACCOUNT VALUE: an account We use to determine certain policy
                   benefits and charges.  See the Account Value and Cash
                   Surrender Value provisions for a more detailed explanation.

                   ACCUMULATION UNIT: an accounting unit used to calculate the
                   value of a Sub-Account.

                   BASIC FACE AMOUNT: on the Policy Date, the Basic Face Amount
                   equals the Basic Face Amount shown on Page 3.  Thereafter,
                   it may change in accordance with the terms of the Increases
                   and Decreases in Face Amount provision and the Surrenders
                   provisions.

                   CASH SURRENDER VALUE: the Account Value less all
                   Indebtedness.

                   CUMULATIVE DEATH BENEFIT GUARANTEE PREMIUM: the number of
                   fully completed Policy Years, plus the completed portion of
                   the current Policy Year, multiplied by the Annual Death
                   Benefit Guarantee Premium shown on Page 3.

                   DATE OF ISSUE:  the date shown on Page 3 from which Suicide
                   and Incontestability provisions are measured.  The Date may
                   be different from the Policy Date.

                   DEATH BENEFIT:  on the Policy Date, the Death Benefit equals
                   the Face Amount.  Thereafter, it may change in accordance
                   with the terms of the Death Benefit Option provision, the
                   Minimum Death Benefit provision, the Death Benefit Guarantee
                   provision and the Surrenders provision.

                   DEATH BENEFIT OPTION:  the Death Benefit Option in effect
                   determines how the Death Benefit is calculated.  The three
                   Death Benefit Options provided are described in the Death
                   Benefit section.

                   DEATH PROCEEDS:  the amount which We will pay on the death
                   of the Last Surviving Insured.

                   FACE AMOUNT:  the sum of the Basic Face Amount, plus the
                   Supplemental Face Amount.

                   FIXED ACCOUNT:  part of the Company's General Account to
                   which all or a portion of the Account Value may be
                   allocated.

                   FUNDS:  the registered open end management investment
                   companies in which the assets of its Separate Account may be
                   invested.

                   GENERAL ACCOUNT:  all assets of the Hartford Life Insurance
                   Company other than those allocated to the Separate Accounts.

                   INDEBTEDNESS:  all outstanding loans on this policy,
                   including any interest due or accrued.

                   IN WRITING:  in a written form satisfactory to Us.

<PAGE>

                                        Page 5


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

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

                    LOAN ACCOUNT:  an account established for any amounts
                    transferred from the Fixed Account and Sub-Accounts as a
                    result of loans.  The account is credited with interest and
                    is not based on the experience of any Separate Account.

                    MATURITY DATE:  the date, shown on Page 3, on which this
                    policy will mature.

                    MONTHLY ACTIVITY DATE:  the Policy Date and the same date in
                    each succeeding month as the Policy Date except that
                    whenever the Monthly Activity Date falls on a date other
                    than a Valuation Day, the Monthly Activity Date will be
                    deemed the next Valuation Day.

                    NET PREMIUM:  the amount of premium actually credited to the
                    Account Value.  It is the premium paid minus the deductions
                    from premium shown on Page 3C.

                    PLANNED PREMIUM:  the amount that the Owner intends to pay.
                    The First Planned Premium is shown on Page 3.

                    POLICY ANNIVERSARY:  an anniversary of the Policy Date.

                    POLICY DATE:  the date shown on Page 3 from which Policy
                    Anniversaries and Policy Years are determined.

                    POLICY LOAN RATE:  the interest rate charged on policy
                    loans.

                    POLICY YEARS:  years as measured from the Policy Date.

                    PRO-RATA BASIS:  an allocation method based on the
                    proportion of the Account Value in the Fixed Account and
                    each Sub-Account.

                    SEPARATE ACCOUNT:  an account entitled Separate Account VL
                    II which has been established by the Hartford Life Insurance
                    Company to separate the assets funding the variable benefits
                    for the class of contracts to which this policy belongs from
                    the other assets of the Hartford Life Insurance Company.
                    Separate Account VL II will have the Funds listed on Page 3B
                    as its underlying investments.

                    SUB-ACCOUNTS:  the subdivisions of the Separate Account.
                    These are shown on Page 3B.

                    SUPPLEMENTAL FACE AMOUNT:  on the Policy Date, the
                    Supplemental Face Amount equals the Supplemental Face Amount
                    shown on Page 3.  The Supplemental Face Amounts after Policy
                    Year 1 are shown on Page 3A.  The Supplemental Face Amount
                    may also change in accordance with the Option Change
                    provision, the Minimum Death Benefit provision, the
                    Increases and Decreases in Face Amount provision and the
                    Surrenders provision.

                    TARGET PREMIUM:  the amount shown on Page 3.  It is used to
                    determine deductions from premium payments.

<PAGE>

                                        Page 6


DEFINITIONS         VALUATION DAY:  the date on which a Sub-Account is valued.
(continued)         This occurs every day. We are open and the New York Stock
                    Exchange is open for trading.

                    VALUATION PERIOD:  the period of time between the close of
                    business on successive Valuation Days.

                    YOU, YOUR:  the Owner of this policy.

                    WE, US, OUR, THE COMPANY:  Hartford Life Insurance Company.

DEATH BENEFIT       GENERAL
                    The Death Benefit depends upon:
                    (a)  the Death Benefit Option in effect, as shown on Page 3;
                         and
                    (b)  the Minimum Death Benefit described below.

                    DEATH BENEFIT OPTION
                    You have three Death Benefit Options.
                    1.  Under Option A (Level Option), the Death Benefit is the
                        Face Amount on the date We receive due proof of the Last
                        Surviving Insured's death.

                    2.  Under Option B (Return of Account Value Option), the
                        Death Benefit is the Face Amount, plus the Account
                        Value on the date We receive due proof of the Last
                        Surviving Insured's death.

                    3.  Under Option C (Return of Premium Option), the Death
                        Benefit is the Face Amount on the date of the Last
                        Surviving Insured's death, plus the sum of all the
                        premiums paid up to the date We receive due proof of
                        the Last Surviving Insured's death.

                    OPTION CHANGE
                    You may change Option C (Return of Premium Option) or Option
                    B (Return of Account Value Option) to Option A (Level
                    Option).  If You do, the Face Amount will become that amount
                    available as a Death Benefit immediately prior to the option
                    change.  Any increase in the Face Amount will be deemed an
                    increase in the Supplemental Face Amount.  You may change
                    Option A (Level Option) or Option C (Return of Premium
                    Option) to Option B (Return of Account Value Option).  If
                    You do, the Face Amount will become that amount available as
                    a Death Benefit immediately prior to the option change,
                    reduced by the then current Account Value.  You must notify
                    Us In Writing of the change.  Such change will be effective
                    on the Monthly Activity Date following the date We receive
                    the request.

                    MINIMUM DEATH BENEFIT
                    We will automatically increase the Death Benefit so that it
                    will never be less than the Account Value multiplied by the
                    Minimum Death Benefit Percentage for the then current Policy
                    Year.  The Table of Minimum Death Benefit Percentages is
                    shown on Page 4.  This is to ensure that:
                    (a)  this policy continues to qualify as life insurance
                         under the Internal Revenue Code; or
                    (b)  this policy maintains the relationship between the
                         Account Value and the Death Benefit You selected on
                         Your application, if greater.

<PAGE>

                                        Page 7


DEATH BENEFIT       DEATH PROCEEDS
(continued)         The Death Proceeds are the amount which We will pay on the
                    death of the Last Surviving Insured.  This equals the Death
                    Benefit less any Indebtedness and less any due and unpaid
                    Monthly Deduction Amounts occurring during a Grace Period.

                    If the Last Surviving Insured dies after We receive a
                    written request from You to surrender this policy, the Cash
                    Surrender Value will be paid in lieu of the Death Proceeds.

                    NOTIFICATION OF FIRST DEATH OF THE INSUREDS
                    You must notify Us In Writing and give Us due proof of the
                    first death of the Insureds as soon as possible after the
                    death.


INCREASES AND       At any time after the first Policy Year, You may request a
DECREASES IN        change in the Face Amount by writing to Us.
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 this policy to not more than one in any
                    12 month period.

                    DECREASES
                    A decrease in the Face Amount will be effective on the
                    Monthly Activity Date following the date We receive the
                    request.  The remaining Face Amount must not be less than
                    Our minimum rules then in effect.  Decreases will be applied
                    first to the Supplemental Face Amount and then to the Basic
                    Face Amount.

                    UNSCHEDULED INCREASES
                    Any unscheduled increases in the Face Amount will be deemed
                    an increase in the Supplemental Face Amount.  All requests
                    to increase the Supplemental Face Amount must be applied for
                    on a new application and accompanied by this policy.  All
                    requests will be subject to evidence of insurability
                    satisfactory to Us.  Any increase approved by Us will be
                    effective on the date shown on the new policy specifications
                    page, provided that the deduction for the Cost of Insurance
                    for the first month is made.  The Monthly Deduction Amount
                    on the first Monthly Activity Date on or after the effective
                    date of the increase will reflect the Face Amount Increase
                    Fee.

                    SCHEDULED INCREASES
                    We will increase the Supplemental Face Amount automatically
                    as shown on Page 3A. These scheduled increases will continue
                    as applied for as long as You did not request to discontinue
                    such increases or request to decrease the Face Amount of
                    Your policy other than as a result of a withdrawal.

                    Scheduled increases in the Supplemental Face Amount are not
                    subject to the Face Amount Increase Fee.

<PAGE>

                                        Page 8


PREMIUMS            GENERAL
                    Premium is due on the Policy Date.  No insurance is
                    effective until the first premium is paid.  After the first
                    premium has been paid, subsequent premiums can be paid at
                    any time.

                    Premiums are payable either:
                    (a)  to Us at the address shown on the premium notice; or
                    (b)  to Our authorized agent in exchange for a receipt
                         signed by Our President or Secretary and countersigned
                         by such agent.

                    Checks should be made payable to the Company.

                    We will apply any amount received under this policy as a
                    premium unless it is clearly marked otherwise.  The premium
                    will be applied on the date We receive it at the address
                    shown on the premium notice.

                    FLEXIBLE PREMIUMS
                    After the first premium has been paid, 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 this policy.

                    PLANNED PREMIUM PAYMENTS
                    We will send You a premium notice for the Planned Premium
                    payment.  The notices may be sent at 12, 6, or 3 month
                    intervals.  The First Year Planned Premium payment and
                    premium mode You selected are shown on Page 3.  You may
                    change the Planned Premium payment shown on the premium
                    notices provided Our minimum amount rules then in effect are
                    followed.

                    PREMIUM LIMITATION
                    You may pay premiums at any time prior to the Maturity Date
                    subject to the following limitations:
                    (a)  If premiums are received which would cause this policy
                         to fail to meet the definition of a life insurance
                         contract in accordance with the Internal Revenue Code,
                         We reserve the right to refund the excess premium
                         payments.  Such refunds and interest thereon will be
                         made within 60 days after the end of a Policy Year.
                    (b)  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.

                    PREMIUM ALLOCATION
                    The initial Net Premium will be allocated to the Hartford
                    Money Market Sub-Account on the later of:
                    (a)  the Policy Date; and
                    (b)  the date We receive the premium.

                    The Accumulated Value in the Hartford Money Market Sub-
                    Account will then be allocated to the Fixed Account and Sub-
                    Accounts according to the premium allocation You specified
                    in the application on the latest of:
                    (a)  45 days after the application is signed;
                    (b)  10 days after We receive the premium;
                    (c)  10 days after We mail You the Notice of Withdrawal
                         Right; and
                    (d)  the date We receive the final requirement to put this
                         policy in force.

<PAGE>

                                        Page 9


PREMIUMS            Any additional Net Premiums received by Us prior to such
(continued)         date will be allocated to the Hartford Money Market Sub-
                    Account.

                    CHANGING PREMIUM ALLOCATIONS
                    Upon written request, You may change the premium allocation.
                    Subsequent Net Premiums will be allocated to the Fixed
                    Account and Sub-Accounts according to Your most recent
                    instructions, subject to the following.  The number of Sub-
                    Accounts that the Account Value may be allocated to will be
                    subject to Our rules then in effect.  However, it will be
                    guaranteed to be no fewer than 5.  If We receive a premium
                    and Your most recent allocation instructions would violate
                    this requirement, We will allocate the Net Premium to the
                    Fixed Account and Sub-Accounts on a Pro Rata basis.


 LAPSE AND          POLICY GRACE PERIOD
GRACE PERIOD        This policy will be in default on any Monthly Activity Date
                    on which the Cash Surrender Value is not sufficient to cover
                    the Monthly Deduction Amount.  A 61-day period called the
                    Policy Grace Period will begin from the date of default.  We
                    will mail the Owner and any assignee written notice of the
                    amount of premium that will be required to continue this
                    policy in force at least 30 days before the end of the
                    Policy Grace Period.  The premiums required will be no
                    greater than the amount required to pay three Monthly
                    Deduction Amounts as of the day the Policy Grace Period
                    began.  Unless the Death Benefit Guarantee is in effect,
                    this policy will terminate without value if the required
                    premium is not paid by the end of the Policy Grace Period.

                    If the Death Benefit Guarantee is in effect and sufficient
                    premium has not been paid by the end of the Policy Grace
                    Period, the Death Benefit will become the Basic Face Amount
                    and any riders will no longer be in force.

                    If the Last Surviving Insured dies during the Policy Grace
                    Period, We will pay the Death Proceeds.

                    DEATH BENEFIT GUARANTEE
                    If the Death Benefit Guarantee is in effect, the policy will
                    remain in force regardless of this policy's investment
                    performance.  The Death Benefit Guarantee is in effect if:
                    (a)  the Death Benefit Guarantee Period has not expired;
                    (b)  the Supplemental Face Amount shown on Page 3A has never
                         exceeded nor is scheduled to exceed the Basic Face 
                         Amount of this policy; and
                    (c)  on each Monthly Activity Date, the cumulative premiums
                         paid into this policy, less withdrawals from this 
                         policy, equal or exceed the Cumulative Death Benefit 
                         Guarantee Premium on that date.

                    Unless otherwise elected, the Death Benefit Guarantee Period
                    will be 10 years from the Policy Date.  You can also choose
                    to extend this period to the Last Survivor Life Expectancy
                    of the Insureds at the time of application.  The Last
                    Survivor Life Expectancy of the Insureds will be calculated
                    using the 1980 Commissioners Standard Ordinary Mortality
                    Smoker or Non-Smoker Table, age last birthday and the same
                    Issue Ages, sexes and risk classifications as this policy.
                    The Death Benefit Guarantee period is shown on Page 3.  The
                    Annual Death Benefit Guarantee Premium required for this
                    period is shown on Page 3.

<PAGE>

                                       Page 10


 LAPSE AND          DEATH BENEFIT GUARANTEE GRACE PERIOD
GRACE PERIOD        If the cumulative premiums, less withdrawals, are not
(continued)         sufficient to maintain the Death Benefit Guarantee in
                    effect, the Lapse and the Grace Period provision for the
                    Death Benefit Guarantee will apply as follows:

                    On every Monthly Activity Date during the Death Benefit
                    Guarantee Period, We will compare the cumulative premiums
                    received, less withdrawals, to the Cumulative Death Benefit
                    Guarantee Premium for the Death Benefit Guarantee Period in
                    effect.

                    If the cumulative premiums received, less withdrawals, are
                    less than the Cumulative Death Benefit Guarantee Premium,
                    the Death Benefit Guarantee will be deemed to be in default
                    as of that Monthly Activity Date.  A Death Benefit Guarantee
                    Grace Period of 61 days from the date of default will begin.
                    We will mail the Owner and any assignee written notice of
                    the amount of premium required to continue the Death Benefit
                    Guarantee.

                    At the end of the Death Benefit Guarantee Grace Period under
                    a ten-year guarantee period, the Death Benefit Guarantee
                    will be removed from this policy if We have not received the
                    amount of the required premium.  You will receive a written
                    notification of the change.

                    At the end of the Death Benefit Guarantee Grace Period under
                    the Last Survivor Life Expectancy Guarantee Period, the
                    Death Benefit Guarantee will be removed from this policy if
                    We have not received the amount of the required premium,
                    subject to the following exception:  if this policy is in
                    the first ten Policy Years and the cumulative premiums
                    received, less withdrawals, equal or exceed the Cumulative
                    Death Benefit Guarantee Premium for the ten-year period, We
                    will change the Death Benefit Guarantee Period to ten years.
                    In this case, We will send You written notification of:
                    (a)  the ten-year period measured from the Policy Date; and
                    (b)  the Annual Death Benefit Guarantee Premium for that
                         ten-year period.


VALUATION           SUB-ACCOUNT ACCUMULATION UNITS
PROVISIONS          Amounts allocated to Sub-Accounts are applied to provide
                    Accumulation Units in each Sub-Account.  The number of
                    Accumulation Units credited to each Sub-Account is
                    determined by dividing the amount allocated to a Sub-Account
                    by the dollar value of one Accumulation Unit for such Sub-
                    Account.  The number of Your Accumulation Units will not be
                    affected by any subsequent change in the value of the units.
                    The Accumulation Unit Values in each Sub-Account may
                    increase or decrease daily as described below.

                    SUB-ACCOUNT ACCUMULATION UNIT VALUE
                    The Accumulation Unit Value for each Sub-Account will vary
                    to reflect the investment experience of the applicable Fund
                    and will be determined on each Valuation Day by multiplying
                    the Accumulation Unit Value of the particular Sub-Account on
                    the preceding Valuation Day by a Net Investment Factor for
                    that Sub-Account for the Valuation Period then ended.  The
                    Net Investment Factor for each of the Sub-Accounts is equal
                    to the net asset value per share of the corresponding Fund
                    at the end of the Valuation Period (plus the per share
                    amount of any dividend or capital gain distributions paid by
                    that Fund in the Valuation Period then ended) divided by the
                    net asset value per share of the corresponding Fund at the
                    beginning of the Valuation Period.

<PAGE>

                                       Page 11


VALUATION           EMERGENCY PROCEDURE
PROVISIONS          If a national stock exchange is closed (except for holidays
(continued)         or weekends) or trading is restricted due to an existing
                    emergency as defined by the Securities and Exchange
                    Commission so that We cannot value the Sub-Accounts, We may
                    postpone all procedures which require valuation of the Sub-
                    Accounts until valuation is possible.  Any provision of this
                    policy which specifies a Valuation Day will be superseded by
                    the emergency procedure.

                    FIXED ACCOUNT
                    We will credit interest to amounts in the Fixed Account at
                    rates We determine.  The Fixed Account Minimum Credited Rate
                    is shown on Page 3C.  The interest credited will reflect the
                    timing of amounts added to or withdrawn from the Fixed
                    Account.


ACCOUNT VALUE       ACCOUNT VALUE
   AND CASH         Your Account Value on the Policy Date equals the initial Net
SURRENDER VALUE     Premium less the Monthly Deduction Amount for the first
                    policy month.

                    On each subsequent Monthly Activity Date, Your Account Value
                    equals:
                    (a)  the sum of Your Accumulated Values in the Fixed Account
                         and Sub-Accounts; plus
                    (b)  the value of Your Loan Account, if any; minus,
                    (c)  the appropriate Monthly Deduction Amount.

                    On each Valuation Day (other than a Monthly Activity Date),
                    Your Account Value equals:
                    (a)  the sum of Your Accumulated Values in the Fixed Account
                         and Sub-Accounts; plus
                    (b)  the value of Your Loan Account, if any.

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

                    ACCUMULATED VALUE - SUB-ACCOUNTS
                    Your Accumulated Value in any Sub-Account equals:
                    (a)  the number of Your Accumulation Units in that Sub-
                         Account on the Valuation Day; multiplied by
                    (b)  that Sub-Account's Accumulation Unit Value on the
                         Valuation Day.

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

<PAGE>

                                       Page 12


 MONTHLY            GENERAL
DEDUCTION           The Monthly Deduction Amount equals:
  AMOUNT            (a)  the Cost of Insurance; plus
                    (b)  the charges for additional benefits provided by rider,
                         if any; plus
                    (c)  the charges for "special" insurance class rating, if
                         any; plus
                    (d)  the Monthly Administrative Fee; plus
                    (e)  the Monthly Issue Charge; plus
                    (f)  the Mortality and Expense Risk Charge; plus
                    (g)  the Face Amount Increase Fee, if any.

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

                    COST OF INSURANCE
                    The Cost of Insurance for any Monthly Activity Date is equal
                    to:
                    (a)  the Cost of Insurance Rate per $1,000; multiplied by
                    (b)  the amount at risk; divided by
                    (c)  $1,000.

                    On any Monthly Activity Date the amount at risk equals the
                    Death Benefit less the Account Value on that date prior to
                    assessing the Monthly Deduction Amount.

                    COST OF INSURANCE RATE
                    The Cost of Insurance Rate is based on the Policy Year,
                    sexes, Issue Ages and insurance classes of the Insureds.

                    The Cost of Insurance Rates will not exceed those in the
                    Table of Monthly Maximum Cost of Insurance Rates shown on
                    Page 4.

                    We can use Cost of Insurance Rates that are lower than the
                    Maximum Cost of Insurance Rates shown on Page 4.  Rates will
                    be determined on each Policy Anniversary based on future
                    expectations for such factors as mortality, expenses,
                    interest, persistency and taxes.  Any change We make will be
                    on a uniform basis for Insureds of the same Issue Ages,
                    sexes and insurance 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.

                    On each Monthly Activity Date during the last 25 Policy
                    Years before the Maturity Date, We intend to apply a
                    discount to the Cost of Insurance Rate, provided:
                    (a)  this policy has been in force for at least 15 Policy
                         Years; and
                    (b)  the ratio of your current Account Value to your current
                         Death Benefit equals or exceeds the qualifying ratio.

                    The qualifying ratio is 0% with 25 Policy Years remaining
                    until the Maturity Date and increases by three percentage
                    points each Policy Year thereafter.

                    The discount rate is shown on Page 3.  However, we reserve
                    the right to charge the Maximum Cost of Insurance Rates.

                    MONTHLY ADMINISTRATIVE FEE
                    The Monthly Administrative Fee will not exceed the amounts
                    shown on Page 3C.

                    MONTHLY ISSUE CHARGE
                    The Monthly Issue Charge will not exceed the amount shown on
                    Page 3C.

<PAGE>

                                       Page 13


 MONTHLY            MORTALITY AND EXPENSE RISK CHARGE
DEDUCTION           The Mortality and Expense Risk Charge for any Monthly
 AMOUNT             Activity Date is equal to:
(continued)         (a)  the Mortality and Expense Risk Rate; multiplied by
                    (b)  the sum of Your Accumulated Values in the Sub-Accounts
                         on the Monthly Activity Date, prior to assessing the
                         Monthly Deduction Amount.

                    The Mortality and Expense Risk Rate will not exceed that
                    shown on Page 3C.

                    FACE AMOUNT INCREASE FEE
                    The Face Amount Increase Fee will not exceed that shown on
                    Page 3C.  This fee is assessed each month for the first five
                    policy years following each unscheduled increase in the Face
                    Amount.


TRANSFERS           AMOUNT AND FREQUENCY OF TRANSFERS
                    Upon request and as long as this policy is in effect, You
                    may transfer amounts among the Fixed Account and Sub-
                    Accounts.

                    The amount which may be transferred and the number of
                    transfers will be limited by Our rules then in effect.

                    We reserve the right at a future date to limit the size of
                    transfers and remaining balances, and to limit the number
                    and frequency of transfers.

                    TRANSFERS TO OR FROM SUB-ACCOUNTS
                    In the event of a transfer from a Sub-Account, the number of
                    Accumulation Units credited to the Sub-Account from which
                    the transfer is made will be reduced.  The reduction will be
                    determined by dividing:
                    1.   the amount transferred; by
                    2.   the Accumulation Unit Value for that Sub-Account as of
                         the next Valuation Day after We receive Your request
                         for transfer In Writing.

                    In the event of a transfer to a Sub-Account, We will
                    increase the number of Accumulation Units credited to that
                    Sub-Account.  The increase will equal:
                    1.   the amount transferred; divided by
                    2.   the Accumulation Unit Value for that Sub-Account as of
                         the next Valuation Day after We receive Your request
                         for transfer In Writing.

                    TRANSFERS FROM THE FIXED ACCOUNT
                    In addition to the conditions above, transfers from the
                    Fixed Account are subject to the following:
                    (a)  the transfer must occur during the 30 day period
                         following each Policy Anniversary; and
                    (b)  if the Accumulated Value in Your Fixed Account exceeds
                         $1,000, the amount transferred in any Policy Year may
                         be no larger than 25% of the Accumulated Value in the
                         Fixed Account on the date of transfer.

                    TRANSFER CHARGE
                    After a transfer has occurred, the Transfer Charge, as
                    specified on Page 3C, if any, will be deducted on a Pro-Rata
                    Basis from the Fixed Account and Sub-Accounts.



<PAGE>

                                       Page 14


TERMINATION AND    TERMINATION
 MATURITY DATE     This policy will terminate upon the earliest of the
                   following events:
                   (a)  Maturity Date of this policy unless extended by rider;
                        or
                   (b)  surrender of this policy; or
                   (c)  61 days following the date on which Indebtedness equals
                        or exceeds the Account Value, unless the Account Value
                        subsequently exceeds the Indebtedness; or
                   (d)  the end of the Policy Grace Period during which
                        premiums sufficient for the required deductions are not
                        paid, provided the Death Benefit Guarantee is not in
                        effect; or
                   (e)  the death of the Last Surviving Insured.

                   MATURITY DATE
                   Unless extended by rider, this policy will terminate on the
                   Maturity Date and it is the last date to which You may elect
                   to pay premium. Any Cash Surrender Value as of the Maturity
                   Date will be paid to You unless extended by rider.


REINSTATEMENT      Unless this policy has been surrendered for its Cash
                   Surrender Value, this 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 within five years from the
                        Termination Date;
                   (c)  satisfactory evidence of insurability is submitted;
                   (d)  any policy loan is repaid or reinstated; and
                   (e)  You pay sufficient premium to:
                        (i)  cover all Monthly Deduction Amounts that are due 
                             and unpaid during the Grace Period; and
                        (ii) keep this policy in force for 3 months after the 
                             date of reinstatement.

                   The Account Value on the reinstatement date will reflect:
                   (a)  the Account Value at the time of termination; plus
                   (b)  Net Premiums attributable to premiums paid at the time
                        of reinstatement.


POLICY LOANS       GENERAL
                   At any time while this policy is in force, You may borrow
                   against this policy by assigning it to Us as sole security.
                   We may defer granting a loan, except to pay premiums to Us,
                   for the period permitted by law but not more than six
                   months.

                   LOAN AMOUNTS
                   Any new loan taken together with any existing Indebtedness
                   may not exceed 90% of the Account Value on the date We grant
                   a loan.  Loan amounts will be subject to Our minimum rules
                   then in effect.  Before advancing the loan amount, We may
                   withhold an amount sufficient to pay interest on total
                   Indebtedness to the end of the Policy Year and any Monthly
                   Deduction Amounts due on or before the next Policy
                   Anniversary.  All loan amounts will be transferred from the
                   Fixed Account and the Sub-Accounts to the Loan Account.
                   Unless You specify otherwise, the amounts will be
                   transferred on a Pro-Rata Basis.

                   If total Indebtedness equals or exceeds the Account Value,
                   this policy will terminate 61 days after We have mailed
                   notice to Your last known address and that of any assignee
                   of record.  If sufficient loan repayment is not made by the
                   end of the Policy Grace Period, this policy will end without
                   value.

<PAGE>

                                       Page 15


POLICY LOANS       CREDITED INTEREST
 (continued)       During the first ten Policy Years, any amounts in the Loan
                   Account will be credited with interest at a rate equal to
                   the Policy Loan Rate, minus 2%.  For Policy Years 11 and
                   beyond, except for Preferred Loans described below, the Loan
                   Account will be credited with interest at a rate equal to
                   the Policy Loan Rate applicable to that Indebtedness, minus
                   1%.

                   PREFERRED LOAN
                   If, any time after the 10th Policy Anniversary, the Account
                   Value exceeds the total of all premiums paid since issue, a
                   Preferred Loan is available.  The amount available for a
                   Preferred Loan is the amount by which the Account Value
                   exceeds total premiums paid.  The amount of the Loan Account
                   which equals a Preferred Loan will be credited with interest
                   at a rate equal to the Policy Loan Rate.  The amount of
                   Indebtedness that qualifies as a Preferred Loan is
                   determined on each Monthly Activity Date.

                   LOAN REPAYMENTS
                   All or part of a loan may be repaid at any time that:
                   (a)  this policy is in force; and
                   (b)  either of the Insureds is alive.

                   However, each payment must be at least $50.

                   The amount of a loan repayment will be deducted from the
                   Loan Account and will be allocated among the Fixed Account
                   and Sub-Accounts in the same percentage as premiums are
                   allocated.

                   LOAN INTEREST
                   Loan interest will accrue daily at the Policy Loan Rate
                   shown on Page 3C.  The difference between the value of the
                   Loan Account and the Indebtedness will be transferred on a
                   Pro-Rata Basis from the Fixed Account and Sub-Accounts to
                   the Loan Account on each Monthly Activity Date.


WITHDRAWALS        You may request a withdrawal by applying for it In Writing.
                   The minimum withdrawal allowed is $500.  The maximum
                   withdrawal allowed is the Cash Surrender Value, less $1,000.
                   A withdrawal charge of up to $50 may be charged.  One
                   withdrawal is allowed in each Policy Year.  Unless specified
                   otherwise, the withdrawal will be deducted on a Pro-Rata
                   basis from the Sub-Accounts.

                   If the Death Benefit Option then in effect is Option A
                   (Level Option) or Option C (Return of Premium Option), the
                   Face Amount will be reduced by the amount of the withdrawal.


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

<PAGE>

                                       Page 16


PAYMENTS           GENERAL
  BY US            We will pay Death Proceeds, Cash Surrender Values,
                   withdrawals and loan amounts attributable to the Sub-
                   Accounts within 7 days after We receive all the information 
                   needed to process the payment unless:
                   (a)  the New York Stock Exchange is closed on other than
                        customary weekend and holiday closings or trading on
                        the New York Stock Exchange is restricted as determined
                        by the Securities and Exchange Commission (SEC); or
                   (b)  an emergency exists, as determined by the SEC, as a
                        result of which disposal of securities is not
                        reasonably practicable to determine the value of the
                        Sub-Accounts; or
                   (c)  the SEC, by order, permits postponement for the
                        protection of policy owners.

                   DEFERRAL OF PAYMENTS FROM THE FIXED ACCOUNT
                   We may defer payment of any amounts which are not
                   attributable to the Sub-Accounts for up to six months from
                   the date of the request.  If We defer payment for more than
                   30 days, We will pay interest at the Fixed Account Minimum
                   Credited Rate.


TAXATION           We do not expect to incur any federal, state or local income
                   tax on the earnings or realized capital gains attributable
                   to the Separate Account.  Based upon these expectations, no
                   charge is currently being made to the Separate Account for
                   federal, state or local income taxes.  If We incur income
                   taxes attributable to the Separate Account or determine that
                   such taxes will be incurred, We may assess a charge for
                   taxes against this policy in the future.


THE CONTRACT       ENTIRE CONTRACT
                   The entire contract consists of this policy and the
                   application(s), (a) copy(ies) of which is (are) attached and
                   any new applications for additional amounts of insurance.
                   The contract is made in consideration of the application and
                   the payment of the initial premium.  We will not use any
                   statement to void this policy or to defend a claim under it,
                   unless that statement is contained in an attached written
                   application(s).  All statements in the application(s) will,
                   in the absence of fraud, be deemed representations and not
                   warranties.

                   MODIFICATION
                   The only way this contract may be modified is by a written
                   agreement signed by Our President, or one of Our Vice
                   Presidents, Secretaries or Assistant Secretaries.

                   NON-PARTICIPATION
                   This policy is non-participating.  It does not share in Our
                   surplus earnings, so You will receive no dividends under it.

                   MISSTATEMENT OF AGE AND/OR SEX
                   If on the date of death of the Last Surviving Insured:
                   (a)  the Issue Age of an Insured is understated; or
                   (b)  the sex of an Insured is incorrectly stated such that
                        it resulted in lower Costs of Insurance,

                   the Death Benefit will be reduced to the Death Benefit that
                   would have been provided by the last Cost of Insurance
                   charge at the correct Issue Ages and/or sexes.

<PAGE>

                                       Page 17


THE CONTRACT       If on the date of death of the Last Surviving Insured:
(continued)        (a)  the Issue Age of an Insured is overstated; or
                   (b)  the sex of an Insured is incorrectly stated such that
                        it resulted in higher Costs of Insurance,

                   the Death Benefit will be adjusted by the return of all
                   excess Costs of Insurance prior to the date of the Last
                   Surviving Insured's death.

                   SUICIDE
                   If, within 2 years from the Date of Issue, either of the
                   Insureds dies by suicide, while sane or insane, Our
                   liability will be limited to the premiums paid less
                   Indebtedness and less any withdrawals and applicable
                   charges.

                   If, within 2 years from the effective date of any increase
                   in the Supplemental Face Amount for which evidence of
                   insurability was obtained, either of the Insureds dies by
                   suicide, while sane or insane, Our liability with respect to
                   such increase, will be limited to the Cost of Insurance for
                   the increase and any applicable charges.

                   INCONTESTABILITY
                   With regard to the life of each Insured, We cannot contest
                   this policy after it has been in force, during the Insured's
                   lifetime, for 2 years from its Date of Issue, except for:
                   (a)  non-payment of premium; and
                   (b)  any rider providing disability or accidental death
                        benefits.

                   Any increase in the Supplemental Face Amount for which
                   evidence of insurability was obtained, will be incontestable
                   only after the increase has been in force, during the
                   Insured's lifetime, for 2 years from the effective date of
                   the increase.

                   SEPARATE ACCOUNTS
                   We will have exclusive and absolute ownership and control of
                   the assets of Our Separate Accounts.  The assets of a Fund
                   will be available to cover the liabilities of Our General
                   Account only to the extent that those assets exceed the
                   liabilities of that Separate Account.  The assets of a Fund
                   will be valued at least as often as any contract benefits
                   vary, but at least monthly.  Our determination at the value
                   of an Accumulation Unit by the method described in this
                   policy will be conclusive.  The investment policy of the
                   Separate Account will not be changed without the approval of
                   the Insurance Commissioner of the state where this policy is
                   issued for delivery.

                   ANNUAL REPORT
                   We will send You a report at least once each Policy Year
                   showing:
                   (a)  the current Account Value, Cash Surrender Value and
                        Face Amount;
                   (b)  the premiums paid, Monthly Deduction Amounts and loans
                        since the last report;
                   (c)  the amount of any Indebtedness;
                   (d)  notifications required by the provisions of this
                        policy; and
                   (e)  any other information required by the Insurance
                        Department of the state where this policy was
                        delivered.

<PAGE>

                                       Page 18


OWNERSHIP AND      CHANGE OF OWNER OR BENEFICIARY
 BENEFICIARY       The Owner and Beneficiary will be those named in the
                   application until You change them.  To change the Owner or
                   Beneficiary, notify Us In Writing while either of the
                   Insureds is alive.  After We receive written notice, the
                   change will be effective as of the date You signed such
                   notice, whether or not either of the Insureds is living when
                   We receive it.  However, the change will be subject to any
                   payment We made or actions We may have taken before We
                   received the request.

                   ASSIGNMENT
                   You may assign this policy.  Until You notify Us In Writing,
                   no assignment will be effective against Us.  We are not
                   responsible for the validity of any assignment.

                   OWNER'S RIGHTS
                   While either of the Insureds is alive and no Beneficiary is
                   irrevocably named, You may:
                   (a)  exercise all the rights and options that this policy
                        provides or that We permit;
                   (b)  assign this policy; and
                   (c)  agree with Us to any change to this policy.

                   NO NAMED BENEFICIARY
                   If no named Beneficiary survives the Last Surviving Insured,
                   then, unless this policy provides otherwise:
                   (a)  You will be the Beneficiary; or
                   (b)  if You are the Last Surviving Insured, Your estate will
                        be the Beneficiary.


EXCHANGE OPTION    If this policy is in effect, You may exchange it:
                   1.   any time during the 24 months following its Date of
                        Issue;
                   2.   for a non-variable last survivor life insurance
                        contract offered by Us on the life of the Insureds;
                   3.   without evidence of insurability.

                   The new policy will be issued by Us:
                   1.   with an amount at risk which equals or is less than the
                        amount at risk in effect on the Exchange Date;
                   2.   with premiums based on the same Date of Issue, Issue
                        Ages and risk classifications as this policy.

                   This exchange is subject to adjustments in payments and
                   Account Values to reflect variances, if any, in the payments
                   and Account Values under this policy and the new policy.

<PAGE>

                                       Page 19


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

                   We will pay interest of at least 3 1/2% per year on the
                   Death Proceeds from the date of the Last Surviving Insured's
                   death to the date payment is made or an Income Settlement
                   Option is elected.  These proceeds are then no longer
                   subject to the investment experience of a Separate Account.

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

                   DESCRIPTION OF TABLES
                   The options shown below and on the next page are based on
                   interest at a guaranteed rate of 3 1/2% per year.  Payments
                   under Option 4 are based on mortality for each sex according
                   to the 1983a Individual Annuity Mortality Table, with ages
                   set back one year.

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

                   DEATH OF PAYEE
                   If the payee dies while receiving payments under one of the
                   options below, We will pay the following:
                   (a)  Any principal and accrued interest remaining unpaid
                        under Option 1 or 2.
                   (b)  The value of remaining unpaid guaranteed payments, if
                        any, under Option 3 or 4, commuted using interest of 
                        3 1/2% per year.

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

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

                                    PAYMENT INTERVAL      FACTOR
                                       Quarterly           2.99
                                       Semi-annual         5.96
                                       Annual              11.81

                   Other options may be arranged with Our consent.

                   OPTION 1 - INTEREST INCOME
                   Payments of interest at the rate We declare, but not less
                   than 3 1/2% per year, on the amount left under this option.

                   OPTION 2 - INCOME OF FIXED AMOUNT
                   Equal payments of the amount chosen until the amount left
                   under this option, with interest of not less than 3 1/2% per
                   year, is exhausted.  The final payment will be for the
                   balance only.

<PAGE>

                                       Page 20


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

<TABLE>
<CAPTION>
                              Monthly Payments               Monthly Payments
                    Number      per $1,000 of      Number     per $1,000 of
                   of Years       Proceeds        of Years       Proceeds
                   <S>        <C>                 <C>        <C>
                      1           $84.65            10           $9.83
                      2            43.05            15            7.10
                      3            29.19            20            5.75
                      4            22.27            25            4.96
                      5            18.12            30            4.45

</TABLE>

                   OPTION 4 - LIFE INCOME
                   Payments, determined from the table shown below for the
                   option elected, are based on the payee's sex and age nearest
                   birthday on the day the first payment becomes due.  The
                   first payment will be due on the date proceeds are applied
                   under this option.  The Life Income available are:

                   (A)  Payments only while the payee is alive.
                   (B)  Payment guaranteed for 10 years; then continuing while
                        the payee is alive.

<TABLE>
<CAPTION>

                                          MONTHLY PAYMENTS PER $1,000 OF PROCEEDS
 
                  Option 4A          Option 4B                        Option 4A         Option 4B
     Payee's      Life Only       10 Yrs. Certain       Payee's       Life Only      10 Yrs. Certain
       Age      Male    Female     Male    Female        Age       Male    Female     Male    Female
     <S>       <C>      <C>       <C>      <C>          <S>       <C>      <C>       <C>      <C>

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

</TABLE>

<PAGE>

                                       Page 21


                           HARTFORD LIFE INSURANCE COMPANY
                          HARTFORD, CONNECTICUT  06104-2999
                             (A STOCK INSURANCE COMPANY)





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






                    CASH SURRENDER VALUE PAYABLE ON MATURITY DATE
            DEATH PROCEEDS PAYABLE AT DEATH OF THE LAST SURVIVING INSURED
                               ADJUSTABLE DEATH BENEFIT
                         PREMIUMS PAYABLE AS SHOWN ON PAGE 3
                                  NON-PARTICIPATING





THE PORTIONS OF THE ACCOUNT VALUES PROVIDED BY THIS CONTRACT THAT ARE IN THE
SUB-ACCOUNTS ARE BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT.  THEY
ARE VARIABLE AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.  THE AMOUNT OF THE
DEATH BENEFIT MAY BE FIXED OR VARIABLE DEPENDING ON THE INVESTMENT EXPERIENCE OF
THAT SEPARATE ACCOUNT.  THE BASIC FACE AMOUNT IS A GUARANTEED DEATH BENEFIT
DURING THE FIRST TEN POLICY YEARS (OR LONGER, IF APPLIED FOR) SUBJECT TO THE
CONDITIONS DESCRIBED ON PAGE 7.


<PAGE>

                                        [LOGO]



                                    LAST SURVIVOR
                                   FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE POLICY



<PAGE>

                                Exhibit 1A6a

CERTIFICATE
PENDING OR RESTATING CERTIFICATE
OF INCORPORATION   BY ACTION OF / / INCORPORATORS   / / BOARD OF    /X/ 
BOARD OF DIRECTORS   / / BOARD OF DIRECTORS
                            DIRECTORS       AND SHAREHOLDERS         AND
MEMBERS
                                  (Stock Corporation)    (Nonstock Corporation)


                                             _________________________
                                               For office use only

                                             _________________________
                STATE OF CONNECTICUT                           ACCOUNT NO
               SECRETARY OF THE STATE                                        
_________________________
                                              INITIALS
                                             _________________________

- --------------------------------------------------------------------------------
- ---------------
- --------------------------------------------------------------------------------
- ---------------
1. NAME OF CORPORATION                                           DATE

  Hartford Life Insurance Company                              August 2, 1984
- --------------------------------------------------------------------------------
- ---------------
                                     B. AMENDED
2. The Certificate of incorporation is /X/ A. AMENDED ONLY  / / AND RESTATED   
/ / C. RESTATED ONLY by the following resolution


            RESOLVED, That Section 3 of the Corporation's Restated Certificate
            of Incorporation be amended to read as follows:

               "Section 3. The capital with which the Corporation shall
               commence business shall be an amount not less than one
               thousand dollars ($1,000). The authorized capital shall be
               five million six hundred and ninety thousand dollars
               ($5,690,000) divided into one thousand (1,000) shares of
               common capital stock with a par value of five thousand six
               hundred and ninety dollars ($5,690) each."





3. (Omit if 2.A is checked.)
   (a) The above resolution merely restates and does not change the provisions 
      of the original Certificate of Incorporation as supplemented and amended
      to date, except as follows:
      (Indicate amendments made, if any, if none, so indicate)




   (b) Other than as indicated in Par. 3(a), there is no discrepancy between the
      provisions of the original Certificate of Incorporation as supplemented to
      date, and the provisions of this Certificate Restating the Certificate of
      Incorporation.

- --------------------------------------------------------------------------------
- ---------------
- --------------------------------------------------------------------------------
- ---------------
BY ACTION
OF
INCORPORATORS
  / / 4. The above resolution was adopted by vote of at least two-thirds of the
incorporators before the
         organization meeting of the corporation, and approved in writing by all
subscribers (if any) for
         shares of the corporation, (or if nonstock corporation, by all
applicants for membership entitled
         to vote, if any.)

  We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement that
  the statements made in the foregoing certificate are true.
- --------------------------------------------------------------------------------
- ---------------
  SIGNED                           SIGNED                            SIGNED

- --------------------------------------------------------------------------------
- ----------------
                                      APPROVED
    (All subscribers, or, if nonstock corporation, all applicants for membership
entitled to vote, if none, so indicate)
- --------------------------------------------------------------------------------
- ---------------
  SIGNED                           SIGNED                            SIGNED


<PAGE>
                                        77

                                    (Continued)

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

   / / 4. (Omit if 2C is checked.) The above resolution was adopted by the board
of directors acting alone,
   / / there being no shareholders or subscribers.              / / the board of
directors being so authorized
                              pursuant to Section 33-341, Conn. G.S. as amended
   / / the corporation being a nonstock corporation and having no members
       and no applicants for membership entitled to vote on such resolution.
- --------------------------------------------------------------------------------
- ---------------
 5. The number of affirmative votes          6. The number of directors' votes
    required to adopt such resolution is:      in favor of the resolution was:
- --------------------------------------------------------------------------------
- ---------------
 We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true.
- --------------------------------------------------------------------------------
- ---------------
 NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)           NAME OF SECRETARY
OR ASSISTANT SECRETARY (Print or Type)

- --------------------------------------------------------------------------------
- ---------------
 SIGNED (President or Vice President)          SIGNED (Secretary or Assistant
Secretary)

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

 /X/  4. The above resolution was adopted by the board of directors and by
shareholders.

 5. Vote of shareholders:

 (a) (Use if no shares are required to be voted as a class.)
- --------------------------------------------------------------------------------
- -------------------------------------------------
 NUMBER OF SHARES ENTITLED TO VOTE   TOTAL VOTING POWER     VOTE 
REQUIRED FOR ADOPTION      VOTE FAVORING ADOPTION
   400 440           400             267 294         400
- --------------------------------------------------------------------------------
- ---------------
    (b) (If the shares of any class are entitled to vote as a class, indicate
the designation and number of outstanding shares of
        each such class, the voting power thereof, and the vote of each such
class for the amendment resolution.)






   We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true.
- --------------------------------------------------------------------------------
- ---------------
   NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)
Howard N. Bennett (Sr. Vice President)
NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)
Robert C. Fischer (Secretary)
- --------------------------------------------------------------------------------
- ---------------
   SIGNED (President or Vice President)         SIGNED (Secretary or Assistant
Secretary)
      /s/ Howard N. Bennett                  /s/ Robert C. Fischer
- --------------------------------------------------------------------------------
- ---------------
  / /  4. The above resolution was adopted by the board of directors and by
members.

  5.  Vote of members:

  (a) (Use if no members are required to vote as a class.)
- --------------------------------------------------------------------------------
- ---------------
   NUMBER OF MEMBERS VOTING          TOTAL VOTING POWER         VOTE REQUIRED
FOR ADOPTION         VOTE FAVORING ADOPTION

- --------------------------------------------------------------------------------
- ---------------
  (b) (If the members of any class are entitled to vote as a class indicate the
designator and number of members of each such
      class, the voting power thereof, and the vote of each such class for the
amendment resolution.)



   We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true
- --------------------------------------------------------------------------------
- ---------------
  NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)              NAME OF
SECRETARY OR ASSISTANT SECRETARY (Print or Type)

- --------------------------------------------------------------------------------
- ---------------
  SIGNED (President or Vice President)         SIGNED (Secretary or Assistant
Secretary)

- --------------------------------------------------------------------------------
- ---------------
- --------------------------------------------------------------------------------
- ---------------
                                    FILING FEE              CERTIFICATION FEE  
TOTAL FEES
                                    $30-               $27-              $57-
                                                       
- -------------------------------------------------------------------------
           FILED                            SIGNED (For Secretary of the State)
   STATE OF CONNECTICUT
                                                       
- -------------------------------------------------------------------------
       AUG - 3 1984                                CERTIFIED COPY SENT ON (Date)
INITIALS
                                                       8/6/84

- -------------------------------------------------------------------------
 SECRETARY OF THE STATE                                    TO

                                                       
- -------------------------------------------------------------------------
  By          Time 3:00 P.M.              CARD         LIST          PROOF
    ------         ---------                               
 

<PAGE>
   
                                                             Exhibit 1 (a)(6)(b)
    

                                     By-Laws

                                     of the


                         HARTFORD LIFE INSURANCE COMPANY


                             As passed and effective

                                February 13, 1978

                                 and amended on

                                  July 13, 1978

                                 January 5, 1979

                                       and

                                February 19, 1984

<PAGE>

                                    ARTICLE I


                               Name - Home Office


          Section 1.  This corporation shall be named HARTFORD LIFE INSURANCE
COMPANY.

          Section 2.  The principal place of business and Home Office shall be
in the City of Hartford, Connecticut.


                                   ARTICLE II


     Stockholders' Meetings - Notice - Quorum - Right to Vote


          Section 1.  All meetings of the Stockholders shall be held at the
principal business office of the Company unless the Directors shall otherwise
provide and direct.

          Section 2.  The annual meeting of the Stockholders shall be held on
such day and at such hour as the Board of Directors may decide.  For cause the
Board of Directors may postpone or adjourn such annual meeting to any other time
during the year.

          Section 3.  Special meetings of the Stockholders may be called by the
Board of Directors, the Executive Committee, the Chairman of the Board, the
President or any Vice President.

          Section 4.  Notice of Stockholders' meetings shall be mailed to each
Stockholder, at his address as it  appears on the records of the Company, at
least seven days prior to the meeting.  The notice shall state the place, date
and time of the meeting and shall specify all matters proposed to be acted upon
at the meeting.

          Section 5.  At each annual meeting the Stockholders choose Directors
as hereinafter provided.

          Section 6.  Each Stockholder shall be entitled to one vote for each
share of stock held by him at all meetings of the Company.  Proxies may be
authorized by written power of attorney.

          Section 7.  Holders of one-half of the whole amount of the stock
issued and outstanding shall constitute a quorum.

<PAGE>
                                      - 2 -


          Section 8.  Each Stockholder shall be entitled to a certificate of
stock which shall be signed by the President or a Vice President, and either the
Treasurer or an Assistant Treasurer of the Company, and shall bear the seal of
the Company, but such signatures and seal may be facsimile if permitted by the
laws of the State of Connecticut.


                                   ARTICLE III


                          Directors - Meetings - Quorum


          Section 1.  The property, business and affairs of the Company shall be
managed by a board of not less than three nor more than twenty Directors, who
shall be chosen by ballot at each annual meeting.  Vacancies occurring between
annual meetings may be filled by the Board of Directors by election.  Each
Director shall hold office until the next annual meeting of Stockholders and
until his successor is chosen and qualified.

          Section 2.  Meetings of the Board of Directors may be called by the
direction of the Chairman of the Board, the President, or any three Directors.

          Section 3.  Three days' notice of meetings of the Board of Directors
shall be given to each Director, either personally or by mail or telegraph, at
his residence or usual place of business, but notice may be waived, at any time,
in writing.

          Section 4.  One third of the number of existing directorships, but not
less than two Directors, shall constitute a quorum.


                                   ARTICLE IV


                    Election of Officers - Duties of Board of
                        Directors and Executive Committee



          Section 1.  The President shall be elected by the Board of Directors.
The Board of Directors may also elect one of its members to serve as Chairman of
the Board of Directors.  The Chairman of the Board, or an individual appointed
by him, shall have authority to appoint all other officers, except as stated
herein, including one or more Vice Presidents and Assistant Vice Presidents, the
Treasurer

<PAGE>

and one or more Associate or Assistant Treasurers, one or more Secretaries and
Assistant Secretaries and such other Officers as the Chairman of the Board may
from time to time designate.  All Officers of the Company shall hold office 
during the pleasure of the Board of Directors.  The Directors may require any 
Officer of the Company to give security for the faithful performance of his 
duties.

          Section 2.  The Directors may fill any vacancy among the officers by
election for the unexpired term.

          Section 3.  The Board of Directors may appoint from its own number an
Executive Committee of not less than five Directors.  The Executive Committee
may exercise all powers vested in and conferred upon the Board of Directors at
any time when the Board is not in session.  A majority of the members of said
Committee shall constitute a quorum.

          Section 4.  Meetings of the Executive Committee shall be called
whenever the Chairman of the Board, the President or a majority of its members
shall request.  Forty-eight hours' notice shall be given of meetings but notice
may be waived, at any time, in writing.

          Section 5.  The Board of Directors shall annually appoint from its own
number a Finance Committee of not less than three Directors, whose duties shall
be as hereinafter provided.

          Section 6.  The Board of Directors may, at any time, appoint such
other Committees, not necessarily from its own number,  as it may deem necessary
for the proper conduct of the business of the Company, which Committees shall
have only such powers and duties as are specifically assigned to them by the
Board of Directors or the Executive Committee.

          Section 7.  The Board of Directors may make contributions, in such
amounts as it determines to be reasonable, for public welfare or for charitable,
scientific or educational purposes, subject to the limits and restrictions
imposed by law and to such rules and regulations consistent with law as it
makes.

                                    ARTICLE V


                                    Officers


                              Chairman of the Board

          Section 1.  The Chairman of the Board shall preside at the meetings of
the Board of Directors and the Executive Committee and, in the absence of the
Chairman of the Finance Committee, at the meetings of the Finance Committee.  In
the absence or inability of the Chairman of the Board to so preside, the
President shall preside in his place.

<PAGE>

                                    President

          Section 2.  The President, under the supervision and control of the
Chairman of the Board, shall have general charge and oversight of the business
and affairs of the Company.  The President shall preside at the meetings of the
Stockholders.  He shall be a member of and shall preside at all meetings of all
Committees not referred to in Section 1 of this ARTICLE except that he may
designate a Chairman for each such other Committee.

          Section 3.  In the absence or inability of the President to perform
his duties, the Chairman of the Board may designate a Vice President to exercise
the powers and perform the duties of the President during such absence or
inability.

                                    Secretary

          Section 4.  The Secretary of the Corporation shall keep a record of
all the meetings of the Company, of the Board of Directors and of the Executive
Committee, and he shall discharge all other duties specifically required of the
Secretary by law.  The other Secretaries and Assistant Secretaries shall perform
such duties as may be assigned to them by the Board of Directors or by their
senior officers and any Secretary or Assistant Secretary may affix the seal of
the Company and attest it and the signature of any officer to any and all
instruments.

                                    Treasurer

          Section 5.  The Treasurer shall keep, or cause to be kept, full and
accurate accounts of the Company.  He shall see that the funds of the Company
are disbursed as may be ordered by the Board of Directors or the Finance
Committee.  He shall have charge of all moneys paid to the Company and on
deposit to the credit of the Company or in any other properly authorized name,
in such banks or depositories as may be designated in a manner provided by these
by-laws.  He shall also discharge all other duties that may be required of him
by law.

                                 Other Officers

          Section 6.  The other officers shall perform such duties as may be
assigned to them by the President or the Board of Directors.

<PAGE>

                                      - 5 -


                                   ARTICLE VI


                                Finance Committee


          Section 1. If a Finance Committee is established it shall be the duty
of that committee to supervise the investment of the funds of the Company in
securities in which insurance companies are permitted by law to invest, and all
other matters connected with the management of investments.  If no Finance
Committee is established this duty shall be performed by the Board of Directors.

          Section 2.  All loans or purchases for the investment and reinvestment
of the funds of the Company shall be submitted for approval to the Finance
Committee, if not specifically approved by the Board of Directors.

          Section 3.  Sale or transfer of any stocks or bonds shall be made upon
authorization of the Finance Committee unless specifically authorized by the
Board of Directors.

          Section 4.  Transfers of stock and registered bonds, deeds, leases,
releases, sales, mortgages chattle or real, assignments or partial releases of
mortgages chattel or real, and in general all instruments of defeasance of
property and all agreements or contracts affecting the same, except discharges
of mortgages and entries to foreclose the same as hereinafter provided, shall be
authorized by the Finance Committee or the Board of Directors, and be executed
jointly for the Company by two persons, to wit:  The Chairman of the Board, the
President or a Vice President, and a Secretary, the Treasurer or an Assistant
Treasurer, but may be acknowledged and delivered by either one of those
executing the instrument; provided, however, that either a Secretary, the
Treasurer, or an Assistant Treasurer alone, when authorized as aforesaid, or any
person specially authorized by the Finance Committee as attorney for the
Company, may make entry to foreclose any mortgage, and a Secretary, the
Treasurer or an Assistant Treasurer alone is authorized, without the necessity
of further authority, to discharge by deed or otherwise any mortgage on payment
to the Company of the principal, interest and all charges due.

          Section 5.  The Finance Committee may fix times and places for regular
meetings.  No notice of regular meetings shall be necessary.  Reasonable notice
shall be given of special meetings but the action of a majority of the Finance
Committee at any meeting shall be valid notwithstanding any defect in the notice
of such meeting.

<PAGE>

                                     - 6 -

          Section 6.  In the absence of specific authorization from the Board of
Directors or the Finance Committee, the Chairman of the Board, the President, a
Vice President or the Treasurer shall have the power to vote or execute proxies
for voting any shares held by the Company.

                                   ARTICLE VII


                                      Funds


          Section 1.  All monies belonging to the Company shall be deposited to
the credit of the Company, or in such other name as the Finance Committee, the
Chairman of the Finance Committee or such executive officers as are designated
by the Board of Directors shall direct, in such bank or banks as may be
designated from time to time by the Finance Committee, the Chairman of the
Finance Committee, or by such executive officers as are designated by the Board
of Directors.  Such monies shall be drawn only on checks or drafts signed by any
two executive officers of the Company, provided that the Board of Directors may
authorize the withdrawal of such monies by check or draft signed with the
facsimile signature of any one or more executive officers, and provided further,
that the Finance Committee may authorize such alternative methods of withdrawals
as it deems proper.

          The Board of Directors, the President, the Chairman of the Finance
Committee, a Vice President, or such executive officers as are designated by the
Board of Directors may authorize withdrawal of funds by checks or drafts drawn
at offices of the Company to be signed by Managers, General Agents or employees
of the Company, provided that all such checks or drafts shall be signed by two
such authorized persons, except checks or drafts used for the payment of
claims or losses which need be signed by only one such authorized person, and
provided further that the Board of Directors of the Company or executive 
officers designated by the Board of Directors may impose such limitations or
restrictions upon the withdrawal of such funds as it deems proper.

<PAGE>

                                      - 7 -

                                  ARTICLE VIII


                       Indemnity of Directors and Officers


          Section 1.  The Company shall indemnify and hold harmless each
Director and officer now or hereafter serving the Company, whether or not then
in office, from and against any and all claims and liabilities to which  he may
be or become subject by reason of his being or having been a Director or officer
of the Company, or of any other company which he serves as a Director or officer
at the request of the Company, to the extent such is consistent with the 
statutory provisions pertaining to indemnification, and shall provide such 
further indemnification for legal and/or all other expenses reasonably incurred
in connection with defending against such claims and liabilities as is 
consistent with statutory requirements.


                                   ARTICLE IX


                               Amendment of ByLaws


          Section 1.  The Directors shall have power to adopt, amend and repeal
such bylaws as may be deemed necessary or appropriate for the management of the
property and affairs of the Company.

          Section 2.  The Stockholders at any annual or special meeting may
amend or repeal these bylaws or adopt new ones if the notice of such meeting
contains a statement of the proposed alteration, amendment, repeal or adoption,
or the substance thereof.
 

<PAGE>

                                                                    EXHIBIT A.11


                         HARTFORD LIFE INSURANCE COMPANY
                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
              DESCRIPTION OF TRANSFER AND REDEMPTION PROCEDURES AND
                 METHOD OF COMPUTING ADJUSTMENTS IN PAYMENTS AND
                        ACCOUNT VALUES UPON CONVERSION TO
                             FIXED BENEFIT POLICIES

This document sets forth, as required by Rule 6e-3(T)(b)(12)(ii), the
administrative procedures that will be followed by Hartford Life Insurance
Company and ITT Hartford Life and Annuity Insurance Company (collectively
"Hartford") in connection with the issuance of its last survivor flexible
premium variable life insurance policy (the "Policy"), the transfer of assets
held thereunder, and the redemption by Policy Owners of their interests in said
Policies.  The document also describes the method that Hartford will use in
adjusting the payments and cash values when a Policy is exchanged for a fixed
benefit insurance policy pursuant to Rule 6e-3(T)(b)(13)(v)(B).

                       TRANSFER AND REDEMPTION PROCEDURES

I.   PURCHASE AND RELATED TRANSACTIONS

     A.   PREMIUMS AND UNDERWRITING STANDARDS

     This Policy is a last survivor flexible premium variable life policy.  The
     Policies will be offered and sold pursuant to established underwriting
     standards and in accordance with state insurance laws, which prohibit
     unfair discrimination among Policy Owners, but recognize that premiums must
     be based upon factors such as age, health or occupation.

     B.   APPLICATION AND INITIAL PREMIUM PROCESSING

     Upon receipt of a completed application, Hartford will follow certain
     insurance underwriting (i.e., evaluation of risks) procedures designed to
     determine whether the applicant is insurable.  This process may involve
     such verification procedures as medical examinations and may require that
     further information be provided by the proposed Insured before a
     determination can be made.  A Policy will not be issued and consequently a
     Policy Issue Date established, until this underwriting procedure has been
     completed.

     If a premium is submitted with the Policy application, insurance coverage
     will begin immediately if the proposed Insured is insurable at a standard
     rate under a conditional receipt agreement.  Otherwise, insurance coverage
     will not begin until the Policy's Issue Date.  In either case, the Policy
     when issued will be effective from the date Hartford receives the initial
     premium at its National Service Center.
<PAGE>

     If a premium is not paid with the application, insurance coverage will
     begin and the Policy will be effective on the later of the date the
     underwriting determination is made or on the date the premium is received.

     C.   PREMIUM ALLOCATION

     In the application for a Policy, the Policy Owner can allocate the initial
     premium among the Fixed Account and various Sub-Accounts.  Hartford will
     allocate the entire premium to the Hartford Money Market Sub-Account.  At a
     later date, the value of the Policy Owner's interest in the Hartford Money
     Market Sub-Account will be allocated among the Fixed Account and the
     Sub-Accounts of Separate Account VL II in accordance with the Policy
     Owner's instructions in the application for insurance.  The Policy Owner
     may select up to five (5) Funds to allocate your premium.  An allocation to
     any one Fund must be for 10% or more, in whole percentages.

     D.   POLICY LOANS

     A Policy Owner may obtain a cash loan from Hartford, which is secured by
     the Policy.  The total Indebtedness at the time of the new loan (including
     the accrued interest on prior loans plus the currently applied for loan)
     may not exceed 90% of the Account Value.

     The amount of each loan will be transferred on a Pro Rata Basis from each
     of the Sub-Accounts (unless the Policy Owner specifies otherwise) to the
     Loan Account.  The Loan Account is a mechanism used to ensure that any
     outstanding Indebtedness remains fully secured by the policy values.

     LOAN INTEREST

     Interest will accrue daily on the Indebtedness at the Policy Loan Interest
     Rate indicated in the Policy.  The difference between the value of the Loan
     Account and the Indebtedness will be transferred on a pro rata basis from
     the Sub-Accounts to the Loan Account on each Monthly Activity Date.

     CREDITED INTEREST

     During the first ten Policy Years, any amounts in the Loan Account will be
     credited with interest at a rate equal to the Policy Loan Rate, minus 2%.
     For Policy Years 11 and beyond, except for Preferred Loans described below,
     the Loan Account will be credited with interest at a rate equal to the
     policy Loan Rate applicable to that Indebtedness, minus 1%.

     PREFERRED LOAN

     If, any time after the tenth Policy Anniversary, the Account Value exceeds
     the total of all premiums paid since issue, a Preferred Loan is available.
     The amount available for a Preferred Loan is the amount by which the
     Account Value exceeds total premiums paid.  The
<PAGE>

     amount of the Loan Account which equals a Preferred Loan will be credited
     with interest at a rate equal to the Policy Loan Rate.  The amount of
     Indebtedness that qualified as a Preferred Loan is determined on each
     Monthly Activity Date.

     LOAN REPAYMENTS

     You can repay the any part of or the entire loan at any time.

     The amount of loan repayment will be deducted from the Loan Account and
     will be allocated among the Fixed Account and Sub-Accounts in the same
     percentage as premiums are allocated.

     TERMINATION DUE TO EXCESSIVE INDEBTEDNESS

     If total Indebtedness equals or exceeds the Account Value, the Policy will
     terminate 61 days after we have mailed notice to your last known address
     and that of any assignees of record. If sufficient loan repayment if not
     made by the end of the Grace Period, the policy will end without value.

     EFFECT OF LOANS ON ACCOUNT VALUE

     A loan, whether or not repaid, will have a permanent effect on the Account
     Value because the investment results of each Sub-Account will apply only to
     the amount remaining in such Sub-Accounts.  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 is likely to be.  The effect could be favorable or
     unfavorable.  If the Fixed Account and Sub-Accounts earn more than the
     annual interest rate for funds held in the Loan Account, a Policy Owner's
     Account Value will not increase as rapidly as it would have had no loan
     been made.  If the Fixed Account and Sub-Accounts earn less than the Loan
     Account, the Policy Owners Account Value will be greater than it would have
     been had no loan been made.  Also, if not repaid, the aggregate amount of
     the outstanding loan (i.e., the Indebtedness) will reduce the Death
     Proceeds and Cash Surrender Value otherwise payable.

II.  TRANSFER AMONG INVESTMENT DIVISIONS

The Separate Account currently has twenty-two Sub-Accounts, each of which
invests in shares of an open-end diversified management investment company
registered with the Commission and a Fixed Account.  At any time, the Policy
Owner may transfer value among the Funds or the Fixed Account.  We reserve the
right at a future date to limit the size of transfers and remaining balances and
to limit the number and frequency of transfers.

A transfer will take effect on the date the written request (or telephone
request) is received at Hartford unless a later date is designated in the
request for transfer.  A transfer between the Loan Accounts and the Separate
Account incident to the repayment or making of a loan under the Policy will not
be considered a transfer.  A transfer from the Money Market Fund at the end of
<PAGE>

the Right to Cancel Period or a transfer arising because of a substitution of
securities by Hartford will also not be considered a transfer.

III.  "REDEMPTION" PROCEDURES:  SURRENDER AND RELATED TRANSACTIONS

     A.   SURRENDER FOR ACCOUNT VALUE

     At any time before the death of the Insured and while the Policy is in
     force, the Policy Owner may completely surrender the Policy by written
     request.  The surrender payment from the Sub-Accounts will be made within
     seven days after Hartford receives the written request, unless payment is
     postponed pursuant to the relevant provision of the Investment Company Act
     of 1940.  The surrender payment from the Fixed Account may be postponed up
     to six months under state law.  The surrender payment will equal the Policy
     Owner's Cash Surrender Value.

     B.   BENEFIT CLAIMS

     As long as the Policy remains in force, Hartford will usually pay the Death
     Proceeds to the named Beneficiary within seven days after receipt of due
     proof of death of the Insured unless the Policy is contested.  Payment of
     the Death Proceeds may be postponed as permitted pursuant to the relevant
     provisions of the Investment Company Act of 1940 and up to six months if
     the Account Values were in the Fixed Account.

     The Death Proceeds equal the Death Benefit under the Policy less all
     outstanding loans. The Death Benefit will be determined on the date
     Hartford receives written notice of death and is a function of the Death
     Benefit Option chosen by the Policy Owner.

     In lieu of payment of the death proceeds in a single sum, an election may
     be made to apply all or a portion of the proceeds under one of the fixed
     benefit settlement options described in the Policy or a combination of
     options.  The election may be made by the Policy Owner during the Insured's
     lifetime.  The Beneficiary may make or change an election within 90 days of
     the death of the Insured, unless the Policy Owner has made an irrevocable
     election. The fixed benefit settlement options are subject to the
     restrictions and limitations set forth in the Policy.

     C.   POLICY LAPSE

     The Policy will terminate 61 days after a Monthly Activity Date on which
     the Cash Surrender Value  is not sufficient to cover the Monthly Deduction
     Amount.  The 61-day period is the Grace Period.  If sufficient premium is
     not paid by the end of the Grace Period, the Policy will terminate without
     value.  The Company will mail the Owner and any assignee written notice of
     the amount of premium that will be required to continue the policy in force
     at least 61 days before the end of the Grace Period.  The premiums required
     will be no greater than the amount required to pay three (3) Monthly
     Deduction Amounts as of the day the Grace Period began.  If that premium is
     not paid by the end of the Grace Period, the policy will terminate.
<PAGE>

     If the cumulative premiums, less withdrawals, are not sufficient to
     maintain the Death Benefit guarantee in effect, the lapse and Grace Period
     provisions for the Death Benefit guarantee will apply as follows:

     On every Monthly Activity Date during the Death Benefit guarantee period,
     We will compare the cumulative premiums received, less withdrawals, to the
     Cumulative Death Benefit Guarantee Premium for the Death Benefit guarantee
     period in effect.

     If the cumulative premiums received, less withdrawals, are less than the
     Cumulative Death Benefit Guarantee  Premium, the Death Benefit guarantee
     will be deemed to be in default as of that Monthly Activity Date. A Grace
     Period of 61 days from the date of default will begin.  We will mail the
     Policy Owner and any assignee written notice of the amount of premium
     required to continue the Death Benefit guarantee.

     At the end of the Grace Period under a ten-year guarantee period, the Death
     Benefit guarantee will be removed from the Policy if We have not received
     the amount of the required premium.  The Policy Owner will receive a
     written notification of the change.

     At the end of the Grace Period under the last survivor life expectancy
     guarantee period, the Death Benefit guarantee will be removed from the
     Policy if We have not received the amount of the required premium, subject
     to the following exception:  If the Policy is in the first ten Policy Years
     and the cumulative premiums received, less withdrawals, equal or exceed the
     cumulative Death Benefit guarantee premium for the ten-year period, We will
     change the Death Benefit guarantee period to ten years.  In this case, We
     will send the Policy Owner notification of:

     (a)  the ten-year period measured from the Policy Date; and

     (b)  the Annual Death Benefit Guarantee Premium for that ten-year period.

     Unless the Policy has been surrendered, 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)  the Policy Owner makes the request within five years;

     (c)  satisfactory evidence of insurability is submitted;

     (d)  any Policy loan is repaid or reinstated; and

     (e)  The Policy Owner pays sufficient premium to (1) cover all Monthly
          Deduction Amounts that are due and unpaid during the Grace Period and
          (2) keep the Policy in
<PAGE>

          force for three months after the date of reinstatement.

     The Account Value on the reinstatement date will reflect:

     (a)  The Account Value at the time of termination; plus

     (b)  Net Premiums derived from premiums paid at the time of reinstatement.

     Upon reinstatement, any Indebtedness at the time of termination must be
     repaid or carried over to the reinstated Policy.

     D.  POLICY LOANS

     See "Purchase and Related Transactions," Section I. D. on page 2 of this
     Exhibit.

                     CASH ADJUSTMENT UPON EXCHANGE OF POLICY

Once the Policy is in effect, it may be exchanged during the first 24 months
after its issuance, for a non-variable last survivor life insurance policy
offered by Us or an affiliate on the life of the Insureds.  No evidence of
insurability will be required.  The new policy will have an amount at risk which
equals or is less than the amount at risk in effect on the date of exchange.
Premiums under the new policy will be based on the same risk classifications as
this Policy.


<PAGE>

                                                                     [Exhibit 2]


March 15, 1996


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

RE:  Separate Account VL II ("Separate Account")
     Hartford Life Insurance Company ("Company")
     File No. 33-89990
     -------------------------------------------

Dear Sir/Madam:

In my capacity as Associate General Counsel of the Company, I have supervised
the establishment of the Separate Account by the Board of Directors of the
Company as a separate account for assets applicable to Policies offered by the
Company pursuant to Connecticut law.  I have participated in the preparation of
the registration statement for the Separate Account on Form S-6 under the
Securities Act of 1933 and the Investment Company Act of 1940 with respect to
the Policies.

I am of the following opinion:

1.   The Separate Account is a separate account of the Company validly existing
     pursuant to Connecticut law and the regulations issued thereunder.

2.   The assets held in the Separate Account are not chargeable with liabilities
     arising out of any other business the Company may conduct.

3.   The Policies are legally issued and represent binding obligations of the
     Company.

In arriving at the foregoing opinion, I have made such examination of the law
and examined such records and other documents as in my opinion as are necessary
or appropriate.

I hereby consent to the filing of this opinion as an exhibit to the registration
statement under the Securities Act of 1933.

Sincerely,

/s/ Lynda Godkin

Lynda Godkin
Associate General Counsel & Secretary


<PAGE>


                                                                     [Exhibit 5]





March 1, 1995



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

Dear Sirs;

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

The hypothetical illustrations of the Policy used in this 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 Securities Act
Registration Statement on Form S-6 and to the reference to my name under the
heading "Experts" in the Prospectus included in the Securities Act Registration
Statement.

Very truly yours,

/s/ Ken A. McCullum

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


<PAGE>

                                                                     [Exhibit 6]

                               ARTHUR ANDERSEN LLP





                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the use of our 
reports (and to all references to our Firm) included in or made a part of 
this Registration Statement File No. 33-89990  for Hartford Life Insurance 
Company Separate Account VL II on Form S-6.

                                        /s/ Arthur Andersen LLP

Hartford, Connecticut
May 1, 1996


<PAGE>

                                                                     Exhibit 9

                      HARTFORD LIFE INSURANCE COMPANY, INC.
                                       AND
               HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY, INC.

                                POWER OF ATTORNEY

                                 Donald R. Frahm
                                Bruce D. Gardner
                                Joseph H. Gareau
                                John P. Ginnetti
                                 Thomas M. Marra
                              Leonard E. Odell, Jr.
                                Lowndes A. Smith
                               Raymond P. Welnicki
                               Lizabeth H. Zlatkus

do hereby jointly and severally authorize Lynda Godkin and/or Scott K.
Richardson to sign as their agent, any Registration Statement, pre-effective
amendment, post-effective amendment and any application for exemptive relief of
the Hartford Life Insurance Company, Inc. and Hartford Life and Accident
Insurance Company, Inc. under the Securities Act of 1933 and/or the Investment
Company Act of 1940.

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

   /s/ Donald R. Frahm                       Dated:   10/19/95               
- -----------------------------------                 ---------------------
      Donald R. Frahm

   /s/ Bruce D. Gardner                      Dated:   10/19/95          
- -----------------------------------                 ---------------------
      Bruce D. Gardner 

 /s/ Joseph H. Gareau                        Dated:   10/19/95         
- -----------------------------------                 ---------------------
      Joseph H. Gareau

 /s/ John P. Ginnetti                        Dated:   10/26/95
- -----------------------------------                 ---------------------
      John P. Ginnetti
   
 /s/ Thomas M. Marra                         Dated:   10/19/95        
- -----------------------------------                 ---------------------
      Thomas M. Marra  

 /s/ Leonard E. Odell, Jr.                   Dated:   10/20/95
- -----------------------------------                 ---------------------
      Leonard E. Odell, Jr. 

 /s/ Lowndes A. Smith                        Dated:   10/19/95  
- -----------------------------------                 ---------------------
      Lowndes A. Smith 

<PAGE>

 /s/ Raymond P. Welnicki                     Dated:   10/24/95
- -----------------------------------                 ---------------------
      Raymond P. Welnicki

 /s/ Lizabeth H. Zlatkus                     Dated:   10/20/95
- -----------------------------------                 ---------------------
      Lizabeth H. Zlatkus
 


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