HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT VL II
485BPOS, 1997-04-16
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<PAGE>

   
     As filed with the Securities and Exchange Commission April 16, 1997
    

                               File No. 33-89990

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

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

A.  Exact name of trust:  Separate Account 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:
   
    Margaret E. Hankard, Esq.
    Hartford Life Insurance Companies
    P.O. Box 2999
    Hartford, CT 06104-2999
    
    It is proposed that this filing will become effective:
   
    ___  immediately upon filing pursuant to paragraph (b) of Rule 485
    _X_  on May 1, 1997 pursuant to paragraph (b) of Rule 485
    ___  60 days after filing pursuant to paragraph (a)(1) of Rule 485
    ___  on May 1, 1997 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 28,
    1997.
    
F.  Proposed maximum aggregate offering price to the public of the securities
    being registered:   Not yet determined.
   
G.  Amount of filing fee:  Not applicable.
    
H.  Approximate date of proposed public offering:  As soon as practicable after
    the effective date of this registration statement.

<PAGE>

   
                        RECONCILIATION AND TIE BETWEEN
    
                          FORM N-8B-2 AND PROSPECTUS
                                           
Item No. of
Form N-8B-2         CAPTION IN PROSPECTUS
- -----------         ---------------------
     1.             Cover page

     2.             Cover page

     3.             Not applicable

     4.             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

<PAGE>
 
                              STAG LAST SURVIVOR
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                   POLICIES
                         PROSPECTUS DATED: MAY 1, 1997
                        HARTFORD LIFE INSURANCE COMPANY
                                 P.O. BOX 2999
                       HARTFORD, CONNECTICUT 06104-2999
   [LOGO]                  TELEPHONE: 1-800-231-5453
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
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") to applicants generally between ages 20 and
80 respecting both Insureds. For a given amount of Death Benefit chosen, the
Policy Owner 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. 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 Net Premium(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 sales 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 "Detailed Description of Policy Benefits and
Provisions -- Death Benefit," page 13), the Policy will not lapse due to poor
investment performance.
    
 
   
The initial Net 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. (the
"Hartford Funds") of Hartford Mutual Funds, each of which is managed by HL
Investment Advisors, Inc.; Putnam VT Diversified Income Fund, Putnam VT Global
Asset Allocation Fund, Putnam VT Global Growth Fund, Putnam VT Growth and Income
Fund, Putnam VT High Yield Fund, Putnam VT Money Market Fund, Putnam VT New
Opportunities Fund, Putnam VT U.S. Government and High Quality Bond Fund, Putnam
VT Utilities Growth and Income Fund, and Putnam VT Voyager Fund (the "Putnam
Funds") of Putnam Variable Trust, each of which is managed by Putnam Investment
Management, Inc. ("Putnam Management"); and the VIP Equity-Income Portfolio and
the VIP Overseas Portfolio of the Variable Insurance Products Fund and the VIP
II Asset Manager Portfolio of the Variable Insurance Products Fund II, each of
which is managed by Fidelity Management & Research Company (the "Fidelity VIP
Funds," and collectively with the Hartford Funds and the Putnam Funds, the
"Funds").
    
 
   
These Policies are subject to a front-end sales load which is set forth in the
section entitled "Detailed Description of Policy Benefits and Provisions --
Deductions from the Premium -- Front-End Sales Load," 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, 1997.
    
<PAGE>
2                                                HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
 <S>                                                                     <C>
 SPECIAL TERMS.........................................................    4
 SUMMARY...............................................................    6
 DETAILED DESCRIPTION OF POLICY BENEFITS AND PROVISIONS................    9
   General.............................................................    9
   Premiums............................................................   10
     Premium Payment Flexibility.......................................   10
     Allocation of Premium Payments....................................   10
     Accumulation Units................................................   10
     Accumulation Unit Values..........................................   10
     Premium Limitation................................................   10
     Account Values....................................................   11
     Amount Payable on Surrender of the Policy.........................   11
     Load Refund.......................................................   11
     Partial Withdrawals...............................................   11
   Transfers of Account Value..........................................   11
     Amount and Frequency of Transfers.................................   11
     Transfers to or from Sub-Accounts.................................   11
     Transfers from the Fixed Account..................................   12
     Dollar Cost Averaging Option......................................   12
   Policy Loans........................................................   12
     Loan Interest.....................................................   12
     Credited Interest.................................................   12
     Preferred Loan....................................................   12
     Loan Repayments...................................................   13
     Termination Due to Excessive Indebtedness.........................   13
     Effect of Loans on Account Value..................................   13
   Death Benefit.......................................................   13
     Death Benefit Options.............................................   13
     Option Change.....................................................   13
     Death Benefit Guarantee...........................................   13
     Minimum Death Benefit.............................................   13
     Supplemental Face Amount..........................................   14
     Unscheduled Increases and Decreases in Face Amount................   14
   Benefits at Maturity................................................   14
   Lapse and Reinstatement.............................................   14
     Policy Lapse and Grace Period.....................................   14
     Death Benefit Guarantee Default and Grace Period..................   14
     Reinstatement.....................................................   15
   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
</TABLE>
    
<PAGE>
 
HARTFORD LIFE INSURANCE COMPANY                                                3
- --------------------------------------------------------------------------------
 
   
<TABLE>
 <S>                                                                     <C>
 THE COMPANY...........................................................   20
 SEPARATE ACCOUNT VL II................................................   20
     General...........................................................   20
     Funds.............................................................   20
   Hartford Funds......................................................   20
   Putnam Funds........................................................   21
   Fidelity VIP Funds..................................................   21
   Investment Adviser..................................................   23
     Hartford Funds....................................................   23
     Putnam Funds......................................................   23
     Fidelity VIP Funds................................................   23
 THE FIXED ACCOUNT.....................................................   23
 OTHER MATTERS.........................................................   24
   Voting Rights.......................................................   24
   Statements to Policy Owners.........................................   24
   Limit on Right to Contest...........................................   24
   Misstatement as to Age..............................................   24
   Payment Options.....................................................   24
   Beneficiary.........................................................   25
   Assignment..........................................................   25
   Dividends...........................................................   25
 SUPPLEMENTAL BENEFITS.................................................   25
   Last Survivor Exchange Option Rider.................................   25
   Estate Protection Rider.............................................   25
   Maturity Date Extension Rider.......................................   25
   Yearly Renewable Term Life Insurance Rider..........................   25
 EXECUTIVE OFFICERS AND DIRECTORS......................................   26
 DISTRIBUTION OF THE POLICIES..........................................   27
 SAFEKEEPING OF SEPARATE ACCOUNT VL II'S ASSETS........................   27
 FEDERAL TAX CONSIDERATIONS............................................   28
   General.............................................................   28
   Taxation of Hartford and the Separate Account.......................   28
   Income Taxation of Policy Benefits..................................   28
   Modified Endowment Contracts........................................   29
   Estate and Generation Skipping Taxes................................   29
   Diversification Requirements........................................   29
   Ownership of the Assets in the Separate Account.....................   30
   Life Insurance Purchased for Use in Split Dollar Arrangements.......   30
   Federal Income Tax Withholding......................................   30
   Non-Individual Ownership of Policies................................   30
   Other...............................................................   31
   Life Insurance Purchases by Nonresident Aliens and Foreign
    Corporations.......................................................   31
 LEGAL PROCEEDINGS.....................................................   31
 LEGAL MATTERS.........................................................   31
 EXPERTS...............................................................   31
 REGISTRATION STATEMENT................................................   31
 APPENDIX A -- ILLUSTRATION OF DEATH BENEFITS, ACCOUNT VALUES AND CASH
   SURRENDER VALUES....................................................   32
 FINANCIAL STATEMENTS..................................................
</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.
<PAGE>
4                                                HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                                 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, respectively, bear 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'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 12), 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.
    
 
FUNDS: The registered open-end management investment companies in which assets
of the Separate Account may be invested.
 
   
GENERAL ACCOUNT: All assets of Hartford 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 (ALSO "WE," "US," "OUR"): 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. Amounts are held as collateral
and are credited with interest. Amounts are not subject to the investment
experience of the Separate Account.
    
 
MATURITY DATE: The date on which the 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.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                5
- --------------------------------------------------------------------------------
 
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, 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 OWNER (ALSO "YOU," "YOUR"): 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 (ALSO "SEPARATE ACCOUNT VL II"): An account established by
Hartford to separate the assets funding the Policies from other assets of
Hartford; 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.
   
 
    
<PAGE>
6                                                HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
- -------------------------------------------
                                    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 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 22 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 "Detailed Description of Policy Benefits and
Provisions -- Transfers of Account Value," page 11.
    
 
   
    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 Net Premium(s)
has been allocated.
    
 
- ---------------------------------------------------
                             POLICY DESIGN OPTIONS
 
   
    The options in the Policy are structured to give a prospective purchaser and
his or her sales agent the ability to select a Policy tailor-made for the
purchaser's specific life insurance needs.
    
 
   
    The Policy options which give the Policy Owner such flexibility fall into
three major categories:
    
 
   
1.  Death Benefit Options -- These allow the Policy Owner to select various
    levels and patterns of Death Benefits.
    
 
   
2.  Investment Options -- Currently, the Policy Owner has the choice of
    allocating the Policy's Account Value among up to nine of the Policy's 23
    investment options. (Hartford reserves the right to increase the number of
    allocable investment options to more than nine.) These include the 22
    variable Sub-Accounts and the Fixed Account.
    
 
   
3.  Premium Options -- The Policy Owner 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 Provisions -- Death
Benefit," page 13.
    
 
- ---------------------------------------------------
                                    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 based on the Face Amount and each Insured's sex (except where unisex
rates apply), Issue Age and risk classification.
    
 
    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 Code.
    
 
   
    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 predeath
distributions are includable in gross income on an income-
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                7
- --------------------------------------------------------------------------------
 
   
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 Contracts," page 29, for a discussion of
the "seven-pay test".
    
 
- ---------------------------------------------------
                             SEPARATE ACCOUNT VL II
 
   
    Separate Account VL II is a separate account established by Hartford
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 portfolios of Putnam Variable Trust (formerly
named Putnam Capital Manager Trust), a Massachusetts business trust organized on
September 24, 1987 that is an open-end, series investment company with multiple
portfolios or funds registered under the Investment Company Act of 1940. The
Fidelity VIP Funds are portfolios of the Variable Insurance Products Fund and
the Variable Insurance Products Fund II, two diversified open-end management
investment companies, each with multiple portfolios and organized as a
Massachusetts business trust. The VIP Equity-Income Portfolio and VIP Overseas
Portfolio are portfolios of the Variable Insurance Products Fund, organized on
November 13, 1981. The VIP II 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 Securities and Exchange
Commission ("SEC"). The shares of the Funds are sold to Separate Account VL II
and to other separate accounts of Hartford 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.; Putnam VT Diversified Income Fund, Putnam VT
Global Asset Allocation Fund, Putnam VT Global Growth Fund, Putnam VT Growth and
Income Fund, Putnam VT High Yield Fund, Putnam VT Money Market Fund, Putnam VT
New Opportunities Fund, Putnam VT U.S. Government and High Quality Bond Fund,
Putnam VT Utilities Growth and Income Fund and Putnam VT Voyager Fund; and the
VIP Equity-Income Portfolio, VIP Overseas Portfolio and VIP II Asset Manager
Portfolio. Applicants should read the prospectus 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 20.
    
 
   
    The investment adviser for the Hartford Funds is HL Investment Advisors,
Inc. ("HL Advisors"), a wholly-owned subsidiary of Hartford. HL Advisors retains
Wellington Investment Management, L.L.P. ("Wellington Management") as an
investment sub-adviser with respect to certain of the Hartford Funds. In
addition, HL Advisors has entered an investment services agreement with Hartford
Investment Management Company, Inc. ("HIMCO") for the provision of investment
services for certain of the Hartford Funds. The Putnam Funds are advised by
Putnam Investment Management, Inc., a subsidiary of Putnam Investments, Inc. The
Fidelity VIP Funds are managed by Fidelity Management & Research Company. See
"Separate Account VL II," page 20.
    
 
- ---------------------------------------------------
                                 FIXED ACCOUNT
 
   
    Premium payments and Account Values allocated to the Fixed Account become
part of the general assets of Hartford. Hartford 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 by a state or other governmental
entity. 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%.
    
<PAGE>
8                                                HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
    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:
 
(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 may also set up a provision for income taxes against the assets of
Separate Account VL II. See "Detailed Description of Policy Benefits and
Provisions -- Deductions and Charges from the Account Value," page 17, and
"Federal Tax Considerations," page 28.
    
 
    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,
the 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 Policy
Benefits and Provisions -- Premiums -- Account Values," page 11.
    
 
- ---------------------------------------------------
                                  POLICY LOAN
 
   
    A Policy Owner may obtain a cash loan from Hartford. 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
12.
    
 
- ---------------------------------------------------
                           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 "Detailed Description of Policy Benefits
and Provisions -- Deductions and Charges From the Account Value -- Charges
Against the Funds," page 19.
    
 
   
    The following table shows total fund operating expenses for the year ended
December 31, 1996 for the Funds:
    
 
   
<TABLE>
<CAPTION>
                                                              TOTAL FUND
                                    MANAGEMENT      OTHER      OPERATING
FUND NAME                              FEES       EXPENSES     EXPENSES
- ---------------------------------  ------------  -----------  -----------
<S>                                <C>           <C>          <C>
Hartford Advisers Fund...........       0.615%       0.017%       0.632%
Hartford Bond Fund...............       0.490%       0.030%       0.520%
Hartford Capital Appreciation
 Fund............................       0.629%       0.017%       0.646%
Hartford Dividend and Growth
 Fund............................       0.709%       0.017%       0.726%
Hartford Index Fund..............       0.374%       0.019%       0.393%
</TABLE>
    
<PAGE>
 
HARTFORD LIFE INSURANCE COMPANY                                                9
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                              TOTAL FUND
                                    MANAGEMENT      OTHER      OPERATING
FUND NAME                              FEES       EXPENSES     EXPENSES
- ---------------------------------  ------------  -----------  -----------
<S>                                <C>           <C>          <C>
Hartford International
 Opportunities Fund..............       0.691%       0.095%       0.786%
Hartford Mortgage Securities
 Fund............................       0.424%       0.029%       0.453%
Hartford Stock Fund..............       0.441%       0.016%       0.457%
HVA Money Market Fund............       0.423%       0.021%       0.444%
Putnam VT Diversified Income
 Fund............................        0.70%        0.13%        0.83%
Putnam VT Global Asset Allocation
 Fund............................        0.68%        0.15%        0.83%
Putnam VT Global Growth Fund.....        0.60%        0.16%        0.76%
Putnam VT Growth and Income
 Fund............................        0.49%        0.05%        0.54%
Putnam VT High Yield Fund........        0.68%        0.08%        0.76%
Putnam VT Money Market Fund
 (1).............................        0.45%        0.10%        0.55%
Putnam VT New Opportunities
 Fund............................        0.63%        0.09%        0.72%
Putnam VT US Government and High
 Quality Bond Fund...............        0.62%        0.07%        0.69%
Putnam VT Utilities Growth and
 Income Fund (2).................        0.69%        0.09%        0.78%
Putnam VT Voyager Fund...........        0.57%        0.06%        0.63%
Fidelity VIP Equity-Income
 Portfolio.......................        0.51%        0.07%        0.58%
Fidelity VIP Overseas
 Portfolio.......................        0.76%        0.17%        0.93%
Fidelity VIP II Asset Manager
 Portfolio (3)...................        0.64%        0.10%        0.74%
</TABLE>
    
 
- ------------------------
 
   
(1) Other expenses for Putnam VT Money Market Fund have been restated to reflect
    the cost of certain insurance purchased by such Fund. See "Putnam VT Money
    Market Fund -- Insurance" in the Fund's prospectus accompanying this
    Prospectus. Actual other expenses and total Fund operating expenses were
    0.08% and 0.53%, respectively.
    
 
   
(2) On July 11, 1996, shareholders approved an increase in the fees payable to
    Putnam Management under the management contract for Putnam VT Utilities
    Growth and Income Fund. The management fees and total expenses shown in the
    table have been restated to reflect the increase. Actual management fees and
    total expenses were 0.64% and 0.73%, respectively.
    
 
   
(3) A portion of the brokerage commissions that certain funds pay was used to
    reduce fund expenses. In addition, certain funds have entered into
    arrangements with their custodian and transfer agent whereby interest earned
    on uninvested cash balances was used to reduce custodian and transfer agent
    expenses. Absent these reductions, the total operating expenses presented in
    the table would have been 0.56% for Fidelity VIP Equity Income Portfolio,
    0.92% for Fidelity VIP Overseas Portfolio and 0.73% for Fidelity VIP II
    Asset Manager Portfolio.
    
 
- ---------------------------------------------------
                  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 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 or its
agent and (2) any deductions under the 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 -- Surrender," page 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 28.
    
 
- ---------------------------------------------------
                         DETAILED DESCRIPTION OF POLICY
                            BENEFITS AND PROVISIONS
 
- --------------------------------    GENERAL
 
   
    This Prospectus describes a last survivor flexible premium variable life
insurance Policy where the Policy Owner has considerable flexibility in
selecting the timing and amount of premium payments.
    
<PAGE>
10                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
- ---------------------------------------------------
                                    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 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 on an annual, semi-annual
or quarterly basis. You may also have premiums automatically deducted monthly
from Your checking account. The Planned Premiums and payment mode You 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," 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 the 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 reserves the right to increase the number of allocable
investment options to more than 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 or her 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 Net 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 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 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 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.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               11
- --------------------------------------------------------------------------------
 
    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 Account
and Loan Account 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 Net Premiums 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 of a Policy 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 "-- Premiums -- Accumulation Unit Values," page 10.
    
 
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 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.
 
    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
 
   
    One (1) partial withdrawal is allowed per month (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 does
not impose a partial withdrawal charge. However, Hartford 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
request In Writing or by calling Our National Service Center toll free at
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 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
<PAGE>
12                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
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 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.
 
   
DOLLAR COST AVERAGING OPTION
    
 
   
    You may elect to allocate Your Net Premiums among the Sub-Accounts and the
Fixed Account pursuant to the dollar cost averaging (DCA) option. If You choose
the DCA option, Net Premiums will be deposited into the Hartford Money Market
Sub-Account. Each month, amounts will be withdrawn from that Sub-Account and
allocated to the other investment options according to Your allocation
instructions. The transfer date will be the monthly anniversary of Your first
transfer under Your initial DCA election. The first transfer will commence
within five business days after Hartford receives Your initial election, either
In Writing or by telephone, subject to the telephone transfer procedures
described above. The dollar amount will be allocated to the investment options
that You specify, in the proportions that You specify. If, on any transfer date,
Your Cash Value allocated to the Hartford Money Market Account is less than the
amount You have elected to transfer, Your DCA program will end. You may also
cancel Your DCA election by notice In Writing to Hartford or by calling Our
National Service Center at 1-800-231-5453.
    
 
   
    The main objective of a DCA program is to minimize the impact of short-term
price fluctuations. Since the same dollar amount is transferred to other
investment options at set intervals, DCA allows You to purchase more
Accumulation Units when prices are low and fewer Accumulation Units when prices
are high. Therefore, a lower average cost per Accumulation Unit may be achieved
over the long-term. A DCA program allows Policy Owners to take advantage of
market fluctuations. However, it is important to understand that a DCA program
does not assure a profit or protect against loss in a declining market. Policy
Owners who choose the DCA option should be individuals who have the financial
ability to continue making investments through periods of low price levels.
    
 
- ---------------------------------------------------
                                  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. 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
 
   
    A Loan Account, other than a Loan Account established pursuant to a
Preferred Loan as described in the subsection entitled "Policy Loans --
Preferred Loans," will be credited with interest in the following manner. During
the first ten Policy Years, any amounts in the Loan Accounts will be credited
with interest at the rate of 4%. For Policy Years 11 and beyond, a Loan Account
will be credited with interest at the rate of 3%.
    
 
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 4%. The amount
of Indebtedness that qualifies as a Preferred Loan is determined on each Monthly
Activity Date.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               13
- --------------------------------------------------------------------------------
 
LOAN REPAYMENTS
 
   
    You can repay any part of or the entire Indebtedness 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.
    
 
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 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 24.
    
 
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:
 
(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.
<PAGE>
14                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
    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 Indebtedness 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 In Writing a change
in the Face Amount.
    
 
    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 $1,000 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.
 
- ---------------------------------------------------
                              BENEFITS AT MATURITY
 
   
    If either Insured is living on the Maturity Date, on surrender of the Policy
to Hartford, Hartford will pay to the Policy Owner the Cash Surrender Value. On
the Maturity Date, the Policy will terminate and Hartford 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 will mail the Policy 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.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               15
- --------------------------------------------------------------------------------
 
   
    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:
 
   
(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 Indebtedness 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.
 
    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 or to the agent who
sold the Policy, to be canceled within ten days after delivery of the Policy to
the Policy Owner, within ten days of Hartford'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 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
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 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 SEC or the SEC declares that an emergency exists.
    
 
   
    Hartford 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. Within limits, an applicant may choose the initial Face Amount.
Policies 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.
(Hartford 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's underwriting rules and
Hartford 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.
    
<PAGE>
16                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
    The Policy will be effective on the Policy Date only after Hartford 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 and Policy Years.
    
 
- ---------------------------------------------------
                      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 invested in 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 by a state or other governmental
entity. 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 "Glossary of Special
Terms," page 5, 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.
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               17
- --------------------------------------------------------------------------------
 
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 load
refund, if any (see " -- Account Values -- Load Refund," page 11), 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 39 of this
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>
 
- --------------------------------------------------------------------------------
                 Impact of Front-End Sales Load/Refund of Loads
 
<TABLE>
<CAPTION>
                            CUMULATIVE     CUMULATIVE
  POLICY     CUMULATIVE     FRONT-END    NIN-REFUNDABLE   AMOUNT OF REFUND
   YEAR     PREMIUM PAID    SALES LOAD     SALES LOAD      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
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'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 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 will determine the Cost of Insurance rate at the
        start of each Policy Year. Any changes in the 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 in force for the same
        length of time. No change in insurance class or cost will occur on
        account of deterioration of the Insureds' health.
    
 
        Because 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 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
    
<PAGE>
18                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
       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 for
        anticipated cost of providing these benefits and are specified on the
        applicable rider.
    
 
   
        The riders available are described under "Supplemental Benefits," page
        25.
    
 
    (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 for the additional mortality risk associated with individuals
        in these classes.
    
 
    (d) MONTHLY ADMINISTRATIVE FEE AND ISSUE CHARGE
 
   
        Hartford will assess a current monthly administrative fee to compensate
        Hartford 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 $1000 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 $1000 of Basic Face Amount at issue and $15.00 per month plus
        $0.05 per month per $1000 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 $10.00 plus .20
        times $15.00) 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 for the up-front costs to underwrite and issue a Policy.
The issue charge is the sum of $20.00 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 the Issue Date or
increase.
    
 
   
    The sum of the premium processing charges, the monthly administrative fee
and the issue charge will not exceed the cost Hartford 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. This charge is allocated to Hartford's General Account.
        Hartford may profit from this charge. See also " -- Account Values,"
        page 11.
    
 
   
        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
    
 
         (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 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.
    
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               19
- --------------------------------------------------------------------------------
 
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 AS A
HARTFORD FUNDS                                                                       PERCENTAGE OF AVERAGE 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% of average net asset value
Hartford Mortgage Securities Fund, Inc.,
  HVA Money Market Fund, Inc..............................................  .25% of average net asset value
 
<CAPTION>
 
                                                                                       ANNUAL INVESTMENT MANAGEMENT AS A
PUTNAM FUNDS                                                                         PERCENTAGE OF AVERAGE DAILY NET ASSETS
- --------------------------------------------------------------------------  --------------------------------------------------------
<S>                                                                         <C>
Putnam VT Diversified Income Fund,
  Putnam VT Global Asset Allocation Fund,
  Putnam VT High Yield Fund,
  Putnam VT New Opportunities Fund,
  Putnam VT Utilities Growth and Income Fund,
  Putnam VT 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 the next $5 billion of average net assets
                                                                            .475% of the next $5 billion of average net assets
                                                                            .455% of the next $5 billion of average net assets
                                                                            .44% of the next $5 billion of average net assets
                                                                            .43% of any excess thereafter
Putnam VT 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 the next $5 billion of average net assets
                                                                            .225% of the next $5 billion of average net assets
                                                                            .205% of the next $5 billion of average net assets
                                                                            .19% of the next $5 billion of average net assets
                                                                            .18% of any excess thereafter
Putnam VT Growth and Income Fund and
  Putnam VT U.S. Government and High
  Quality Bond 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 the next $5 billion of average net assets
                                                                            .425% of the next $5 billion of average net assets
                                                                            .405% of the next $5 billion of average net assets
                                                                            .39% of the next $5 billion of average net assets
                                                                            .38% of any excess thereafter
Putnam VT Global Growth Fund..............................................  .60% of average net assets
</TABLE>
    
<PAGE>
 
20                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                       ANNUAL INVESTMENT MANAGEMENT AS A
FIDELITY VIP FUNDS                                                                   PERCENTAGE OF AVERAGE DAILY NET ASSETS
- --------------------------------------------------------------------------  --------------------------------------------------------
VIP Equity-Income Portfolio...............................................  .52%
<S>                                                                         <C>
VIP Overseas Portfolio....................................................  .77%
VIP II 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 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") 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. Hartford was originally incorporated under the laws of Massachusetts
on June 5, 1902, and was subsequently redomiciled to Connecticut. Its offices
are located in Simsbury, Connecticut; however, its mailing address is P.O. Box
2999, Hartford, CT 06104-2999. Hartford is a subsidiary of Hartford Fire
Insurance Company, one of the largest multiple lines insurance carriers in the
United States. Hartford is ultimately owned by ITT Hartford Group, Inc., a
Delaware corporation. Subject to shareholder approval on May 2, 1997, the name
of ITT Hartford Group, Inc. will change to The Hartford Financial Services
Group, Inc.
    
 
   
    Hartford is rated A+ (superior) by A.M. Best and Company, Inc., on the basis
of its financial soundness and operating performance. Hartford is rated AA by
Standard & Poor's and AA+ by Duff and Phelps, on the basis of its claims paying
ability. These ratings do not apply to the investment performance of the
Sub-Accounts. The ratings apply to Hartford's ability to meet its insurance
obligations, including those described in this Prospectus.
    
 
- ---------------------------------------------------
                             SEPARATE ACCOUNT VL II
 
- --------------------------------    GENERAL
 
   
    Separate Account VL II is a separate account of Hartford 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 SEC 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 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 prospectus for
each of the Funds accompanying this Prospectus for more detailed information.
    
 
HARTFORD FUNDS
 
 HARTFORD ADVISERS FUND, INC.
 
   
    Seeks 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.
    
 
 HARTFORD BOND FUND, INC.
 
   
    Seeks maximum current income consistent with preservation of capital by
investing primarily in fixed-income securities. Up to 20% of the total assets of
this Fund may be invested in debt securities rated in the highest category below
investment grade ("Ba" by Moody's Investor Services, Inc. or "BB" by Standard &
Poor's) or, if unrated, are determined to be of comparable quality by the Fund's
investment adviser. Securities rated below investment grade are commonly
referred to as "high yield-high risk securities" or "junk bonds." For more
information concerning the risks associated with investing in such securities,
please refer to the section entitled "Hartford Bond Fund, Inc. -- Investment
Policies" in the prospectus for the Hartford Funds accompanying this Prospectus.
    
 
 HARTFORD CAPITAL APPRECIATION FUND, INC.
 
   
    Seeks growth of capital by investing in securities selected solely on the
basis of potential for capital appreciation; income, if any, is an incidental
consideration.
    
 
 HARTFORD DIVIDEND AND GROWTH FUND, INC.
 
   
    Seeks a high level of current income consistent with growth of capital and
reasonable investment risk.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               21
- --------------------------------------------------------------------------------
 
 HARTFORD INDEX FUND, INC.
 
   
    Seeks to provide investment results which approximate the price and yield
performance of publicly-traded common stocks in the aggregate, as represented by
the Standard & Poor's 500 Composite Stock Price Index.*
    
 
 HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.
 
   
    Seeks long-term total rate of return consistent with prudent investment risk
through investment primarily in equity securities issued by non-U.S. companies.
    
 
 HARTFORD MORTGAGE SECURITIES FUND, INC.
 
   
    Seeks maximum current income consistent with safety of principal and
maintenance of liquidity by investing primarily in mortgage-related securities,
including securities issued by the Government National Mortgage Association.
    
 
 HARTFORD STOCK FUND, INC.
 
   
    Seeks long-term capital growth primarily through capital appreciation, with
income a secondary consideration, by investing primarily in equity securities.
    
 
 HVA MONEY MARKET FUND, INC.
 
   
    Seeks maximum current income consistent with liquidity and preservation of
capital.
    
 
PUTNAM FUNDS
 
   
 PUTNAM VT DIVERSIFIED INCOME FUND
    
 
   
    Seeks high current income consistent with capital preservation by investing
in the following three sections of the fixed income securities markets: a U.S.
Government Sector, a High Yield Sector (which invests primarily in securities
commonly known as "junk bonds"), and an International Sector. See the special
considerations for investments in high-yield securities described in the Fund
prospectus.
    
 
   
 PUTNAM VT GLOBAL ASSET ALLOCATION FUND
    
 
    Seeks a high level of long-term total return consistent with preservation of
capital by investing in U.S. equities, international equities, U.S. fixed income
securities and international fixed income securities.
 
   
 PUTNAM VT GLOBAL GROWTH FUND
    
 
   
    Seeks capital appreciation through a globally diversified portfolio of
common stocks.
    
 
   
 PUTNAM VT GROWTH AND INCOME FUND
    
 
    Seeks capital growth and current income by investing primarily in common
stocks that offer potential for capital growth, current income, or both.
 
   
 PUTNAM VT HIGH YIELD FUND
    
 
   
    Seeks high current income and, when consistent with this objective, a
secondary objective of capital growth, by investing primarily in high-yielding,
lower-rated fixed income securities, constituting a portfolio which Putnam
Management believes does not involve undue risk to income or principal. See the
special considerations for investments in high-yield securities described in the
Fund prospectus.
    
 
   
 PUTNAM VT MONEY MARKET FUND
    
 
   
    Seeks as high a rate of current income as Putnam Management believes is
consistent with preservation of capital and maintenance of liquidity by
investing in high-quality money market instruments.
    
 
   
 PUTNAM VT NEW OPPORTUNITIES FUND
    
 
    Seeks long-term capital appreciation by investing principally in common
stocks of companies in sectors of the economy which Putnam Management believes
possess above-average long-term growth potential.
 
   
 PUTNAM VT U.S. GOVERNMENT AND HIGH QUALITY
BOND FUND
    
 
   
    Seeks current income consistent with preservation of capital by investing
primarily in U.S. Government securities and in other debt obligations rated at
least A by a nationally recognized securities rating agency such as Standard &
Poor's or Moody's Investor Services, Inc. or, if not rated, determined by Putnam
Management to be of comparable quality.
    
 
   
 PUTNAM VT UTILITIES GROWTH AND INCOME FUND
    
 
   
    Seeks capital growth and current income by concentrating its investments in
debt and equity securities issued by companies in the public utilities
industries.
    
 
   
 PUTNAM VT VOYAGER FUND
    
 
   
    Seeks capital appreciation by investing primarily in common stocks of
companies that Putnam Management believes have potential for capital
appreciation that is significantly greater than that of market averages.
    
 
   
FIDELITY VIP FUNDS
    
 
   
 FIDELITY VIP EQUITY-INCOME PORTFOLIO
    
 
   
    Seeks 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.
    
 
   
* "STANDARD & POOR'S-REGISTERED TRADEMARK-," "S&P-REGISTERED TRADEMARK-," "S&P
  500-REGISTERED TRADEMARK-," "STANDARD & POOR'S 500," AND "500" ARE TRADEMARKS
  OF THE MCGRAW-HILL COMPANIES, INC. AND HAVE BEEN LICENSED FOR USE BY HARTFORD
  LIFE INSURANCE COMPANY. THE HARTFORD INDEX FUND, INC. ("INDEX FUND") IS NOT
  SPONSORED, ENDORSED, SOLD OR PROMOTED BY STANDARD & POOR'S AND STANDARD &
  POOR'S MAKES NO REPRESENTATION REGARDING THE ADVISABILITY OF INVESTING IN THE
  INDEX FUND.
    
<PAGE>
22                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
    In addition, the Portfolio may invest in high-yield, lower-rated securities
(commonly referred to as "junk bonds") which are subject to greater risk than
investments in higher-rated securities. For a further discussion of lower-rated
securities, see "Risks of Lower-Rated Debt Securities" in the Fidelity
prospectus for this Portfolio.
    
 
   
 FIDELITY VIP OVERSEAS PORTFOLIO
    
 
   
    Seeks long-term growth of capital primarily through investments in foreign
securities and provide a means for aggressive investors to diversify their own
portfolios by participating in companies and economies outside of the United
States.
    
 
   
    In addition, the Portfolio may invest in high-yield, lower-rated securities
(commonly referred to as "junk bonds") which are subject to greater risk than
investments in higher-rated securities. For a further discussion of lower-rated
securities, see "Risks of Lower-Rated Debt Securities" in the Fidelity
prospectus for this Portfolio.
    
 
   
 FIDELITY VIP II ASSET MANAGER PORTFOLIO
    
 
   
    Seeks high total return with reduced risk over the long-term by allocating
its assets among stocks, bonds and short-term fixed-income instruments.
    
 
   
    In addition, the Portfolio may invest in high-yield, lower-rated securities
(commonly referred to as "junk bonds") which are subject to greater risk than
investments in higher-rated securities. For a further discussion of lower-rated
securities, see "Risks of Lower-Rated Debt Securities" in the Fidelity
prospectus for this Portfolio.
    
 
   
    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 Variable Trust, which is organized as a business trust under the laws of
Massachusetts and is an open-end series investment company under the Investment
Company Act of 1940. The Fidelity VIP Funds are a series of two diversified
open-end management investment companies, each with multiple portfolios and
organized as a Massachusetts business trust. The VIP Equity-Income Portfolio and
VIP Overseas Portfolio are portfolios of the Variable Insurance Products Fund.
The VIP II 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 or one of
its affiliated companies specifically to fund the Policies and other policies
issued by Hartford or its affiliates, as permitted by the Investment Company Act
of 1940.
    
 
   
    It is conceivable that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Funds simultaneously. Although neither Hartford nor the Funds
currently foresee any such disadvantages either to variable life insurance
Policy Owners or to variable annuity Policy Owners, the Board of Directors for
the Hartford Funds, the Board of Trustees for the Putnam Funds and the Board of
Trustees for the Fidelity VIP Funds (collectively, the "Boards") intend to
monitor events in order to identify any material conflicts between 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 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. Hartford 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 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's management, further investment in shares of any Fund should become
inappropriate in view of the purposes of the Policies, Hartford 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
SEC to the extent required by the Investment Company Act of 1940. Subject to
Policy Owner approval, if required, Hartford 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 and 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 prospectus for each of the Funds accompanying this Prospectus.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               23
- --------------------------------------------------------------------------------
 
- ---------------------------------------------------
                               INVESTMENT ADVISER
 
HARTFORD FUNDS
 
   
    The investment adviser for each of the Hartford Funds is HL Investment
Advisors, Inc. ("HL Advisors"), Hartford Plaza, Hartford, Connecticut 06115. HL
Advisors provides investment advice and, in general, supervises the management
and investment program of the Hartford Funds pursuant to an Investment Advisory
Agreement entered into with each of these Funds, for which HL Advisors receives
a fee.
    
 
   
    HL Advisors has entered into an investment services agreement with HIMCO, an
affiliate of Hartford organized under Connecticut law, pursuant to which HIMCO
provides certain investment services to Hartford Bond Fund, Hartford Index Fund,
Hartford Mortgage Securities Fund and HVA Money Market Fund.
    
 
   
    Wellington Management serves as the investment sub-adviser to Hartford
Advisers Fund, Hartford Capital Appreciation Fund, Hartford Dividend and Growth
Fund, Hartford International Opportunities Fund and Hartford Stock Fund.
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 prospectus for each of the Hartford Funds accompanying this
Prospectus for a more complete description of HL Advisors, HIMCO and Wellington
Management and their respective fees.
    
 
PUTNAM FUNDS
 
   
    Putnam Management, One Post Office Square, Boston, MA 02109, serves as the
investment manager for the Funds. An affiliate, 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 VIP FUNDS
    
 
   
    The Fidelity VIP 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. Hartford 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 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 may credit interest at a rate in excess of the Fixed
Account minimum credited rate; however, Hartford 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 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'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. THE POLICY OWNER ASSUMES THE RISK THAT INTEREST CREDITED TO FIXED
ACCOUNT ALLOCATIONS MAY NOT EXCEED THE FIXED ACCOUNT MINIMUM CREDITED RATE.
    
<PAGE>
24                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
- ---------------------------------------------------
                                 OTHER MATTERS
 
- -------------------------------- VOTING RIGHTS
 
   
    In accordance with its view of presently applicable law, Hartford 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 by dividing the Policy Owner's interest in each
Sub-Account by the net asset value of the applicable shares of the Funds.
Hartford 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) 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's present interpretation should change and, as
a result, Hartford 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 "Detailed
Description of Policy Benefits and Provisions -- Policy Loans," page 12) 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 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 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 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 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 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's payment options. The minimum amount that may be placed under a
payment option is subject to the then current rules of Hartford. Once payments
under the Second Option, the Third Option or the Fourth Option 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
 
    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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               25
- --------------------------------------------------------------------------------
 
    Equal payments of the amount chosen until the amount applied under this
option, with interest of not less than 3 1/2% per year, is exhausted. The final
payment will be for the balance remaining.
 
    THIRD OPTION -- Payments for a Fixed Period
 
   
    An amount payable monthly for the number of years selected, which may be
from one to 30 years.
    
 
    FOURTH OPTION -- Life Income
 
   LIFE ANNUITY -- an annuity payable monthly during the lifetime of the
   annuitant and terminating with the last monthly payment due preceding the
   death of the annuitant.
 
   LIFE ANNUITY WITH 120 MONTHLY PAYMENTS CERTAIN -- an annuity providing
   monthly income to the annuitant for a fixed period of 120 months and for as
   long thereafter as the annuitant shall live.
 
   
    The 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 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 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 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 request In Writing to Hartford. 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 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
Insured, subject to the conditions stated in this rider.
    
 
- ---------------------------------------------------
                            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
"Federal Tax Considerations -- Income Taxation of Policy Benefits," page 28.
    
 
- ---------------------------------------------------
                   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.
<PAGE>
26                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
                        EXECUTIVE OFFICERS AND DIRECTORS
 
   
<TABLE>
<CAPTION>
                                                                                         OTHER BUSINESS PROFESSION,
                                                                                           VOCATION OR EMPLOYMENT
                                         POSITION WITH HARTFORD,                             FOR PAST 5 YEARS;
           NAME, AGE                        YEAR OF ELECTION                                OTHER DIRECTORSHIPS
- --------------------------------  -------------------------------------  ----------------------------------------------------------
<S>                               <C>                                    <C>
Wendell J. Bossen, 63             Vice President, 1992**                 President (1992-Present), International Corporate
                                                                           Marketing Group, Inc.; Executive Vice President
                                                                           (1984-1992), Mutual Benefit.
Gregory A. Boyko, 45              Vice President, 1995                   Vice President & Controller (1995-Present), Hartford;
                                                                           Chief Financial Officer (1994-1995), IMG American Life;
                                                                           Senior Vice President (1992-1994), Connecticut Mutual
                                                                           Life Insurance Company.
Peter W. Cummins, 60              Vice President, 1989                   Vice President, Individual Annuity Operations
                                                                           (1989-Present), Hartford.
Ann M. deRaismes, 46              Vice President, 1994                   Vice President (1994-Present); Assistant Vice President
                                                                           (1992-1994); Director of Human Resources (1991-1997),
                                                                           Hartford.
Timothy M. Fitch, 44              Vice President, 1995                   Actuary (1997-Present); Vice President (1995-Present);
                                  Actuary, 1997                            Assistant Vice President (1993-1995); Director
                                                                           (1991-1993), Hartford.
Bruce D. Gardner, 46              Vice President, 1996                   Vice President (1996-Present); General Counsel and
                                  Director, 1994*                          Corporate Secretary (1991-1995), Hartford.
Joseph H. Gareau, 50              Executive Vice President &             Senior Vice President & Chief Investment Officer
                                  Chief Investment Officer, 1993           (1992-1993), Hartford; Senior Vice President and Chief
                                  Director, 1993*                          Investment Officer (1992), Hartford Insurance Group.
J. Richard Garrett, 52            Vice President, 1993                   Treasurer (1994-Present), Hartford; Treasurer (1977),
                                  Treasurer, 1977                          Hartford Insurance Group.
John P. Ginnetti, 51              Executive Vice President &             Senior Vice President, (1988-1994), Hartford.
                                  Director, Asset Management
                                  Services, 1994
                                  Director, 1988*
Lynda Godkin, 43                  General Counsel, 1996                  Associate General Counsel and Corporate Secretary
                                  Corporate Secretary, 1995                (1995-1996); Assistant General Counsel and Secretary
                                                                           (1994-1995); Counsel (1990-1994), Hartford.
Lois W. Grady, 52                 Vice President, 1993                   Assistant Vice President (1988-1993), Hartford.
David A. Hall, 43                 Senior Vice President & Actuary,       Senior Vice President & Actuary (1992-Present), Hartford.
                                  1992
Robert A. Kerzner, 45             Vice President, 1994                   Vice President (1994-Present); Regional Vice President
                                                                           (1991-1994), Hartford.
Andrew W. Kohnke, 48              Vice President, 1992                   Vice President (1992-Present); Assistant Vice President
                                                                           (1989-1992), Hartford.
Steven M. Maher, 42               Vice President & Actuary, 1993         Vice President & Actuary (1993-Present); Assistant Vice
                                                                           President (1987), Hartford.
William B. Malchodi, Jr., 46      Vice President, 1994                   Vice President (1994-Present); Director of Taxes
                                  Director of Taxes, 1992                  (1992-1997), Hartford Insurance Group.
Thomas M. Marra, 38               Executive Vice President &             Senior Vice President & Director, Individual Life and
                                  Director, Individual Life and            Annuity Division (1993-1996); Director of Individual
                                  Annuity Division, 1996                   Annuities (1991-1993), Hartford.
                                  Director, 1994*
Robert F. Nolan, 42               Vice President, 1995                   Assistant Vice President (1992-1995), Hartford; Manager
                                                                           Public Relations (1986), Aetna Life and Casualty
                                                                           Insurance Company.
</TABLE>
    
<PAGE>
 
HARTFORD LIFE INSURANCE COMPANY                                               27
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                         OTHER BUSINESS PROFESSION,
                                                                                           VOCATION OR EMPLOYMENT
                                         POSITION WITH HARTFORD,                             FOR PAST 5 YEARS;
           NAME, AGE                        YEAR OF ELECTION                                OTHER DIRECTORSHIPS
- --------------------------------  -------------------------------------  ----------------------------------------------------------
<S>                               <C>                                    <C>
Joseph J. Noto, 45                Vice President, 1989                   President, and Director (1994-Present), American Maturity
                                                                           Life Insurance Company.
Leonard E. Odell, Jr., 52         Senior Vice President, 1994            Senior Vice President (1994-Present); Vice President and
                                  Director, 1994*                          Chief Actuary (1982-1994), Hartford.
Craig D. Raymond, 36              Vice President, 1993                   Assistant Vice President (1992-1993); Actuary (1989-1994),
                                  Chief Actuary, 1994                      Hartford.
Lowndes A. Smith, 57              President & Chief Operating            President * Chief Operating Officer (1989-Present),
                                    Officer, 1989                          Hartford.
                                  Director, 1981*
Edward J. Sweeney, 40             Vice President, 1993                   Chicago Regional Manager (1985-1993), Hartford.
Raymond P. Welnicki, 48           Senior Vice President *                Senior Vice President & Director, Employee Benefit
                                  Director, Employee Benefit               Division, (1994-Present) Vice President (1993-1994),
                                  Division, 1994                           Hartford; Board of Directors, Ethix Corp.
                                  Director, 1994*
Walter C. Welsh, 50               Vice President, 1995                   Assistant Vice President (1993-1995), Hartford.
James J. Westervelt, 50           Senior Vice President &                Senior Vice President & Group Controller (1994-Present);
                                  Group Controller, 1994                   Vice President and Group Controller (1989-1994),
                                                                           Hartford Insurance Group.
Lizabeth H. Zlatkus, 38           Vice President, 1994                   Vice President (1994-Present); Assistant Vice President
                                  Director, 1994*                          (1992-1994), Hartford.
</TABLE>
    
 
- ------------------------
   
 * Denotes date of election to Board of Directors.
    
   
** ITT Hartford Affiliated Company
    
 
   
    Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.
    
 
- ---------------------------------------------------
                          DISTRIBUTION OF THE POLICIES
 
   
    Hartford intends to sell the Policies in all jurisdictions where it is
licensed to do business. The Policies will be sold by life insurance sales
representatives who represent Hartford and who are registered representatives of
Hartford Equity Sales Company, Inc. ("HESCO"), 200 Hopmeadow Street, Simsbury,
Connecticut 06089, 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 SEC 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 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. The assets of the
Separate Account are kept physically segregated and held separate and apart from
the General Account of Hartford. Hartford maintains records of all purchases and
redemptions of shares of the Fund. Additional protection for the assets of the
Separate Account is afforded by Hartford's blanket fidelity bond issued by Aetna
Casualty and Surety Company, in the aggregate amount of $50 million, covering
all of the officers and employees of Hartford.
    
<PAGE>
28                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
- ---------------------------------------------------
                           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's understanding of existing federal income
tax laws as they are currently interpreted.
    
 
   
- ---------------------------------------------------
    
                            TAXATION OF HARTFORD AND
                              THE SEPARATE ACCOUNT
 
   
    The Separate Account is taxed as a part of Hartford which is taxed as a life
insurance company under Subchapter L of the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, the Separate Account will not be taxed as a
"regulated investment company" under Subchapter M of the Code. Investment income
and realized capital gains on the assets of the Separate Account (the underlying
Funds) are reinvested and are taken into account in determining the value of the
Accumulation Units. 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 -- Premiums --
Accumulation Unit Values," page 10).
    
 
   
    Hartford does not expect to incur any federal income tax on the earnings or
realized capital gains attributable to the Separate Account. Based upon this
expectation, no charge is currently being made to the Separate Account for
federal income taxes. If Hartford incurs income taxes attributable to the
Separate Account or determines that such taxes will be incurred, it may assess a
charge for such taxes against the Separate Account.
    
 
- ---------------------------------------------------
                       INCOME TAXATION OF POLICY BENEFITS
 
   
    For federal income tax purposes, the Policies should be treated as life
insurance policies under Section 7702 of the Code. The death benefit under a
life insurance policy is generally excluded from the gross income of the
beneficiary. Also, a life insurance policy owner is generally not taxed on
increments in the policy value until the policy is partially or completely
surrendered. Section 7702 limits the amount of premiums that may be invested in
a policy that is treated as life insurance. Hartford intends to monitor premium
levels to assure compliance with the Section 7702 requirements.
    
 
   
    Although Hartford believes that the Last Survivor Policies are in compliance
with Section 7702 of the Code, the manner in which Section 7702 should be
applied to certain features of a joint survivorship life insurance contract is
not directly addressed by Section 7702. In the absence of final regulations or
other guidance issued under Section 7702, there is necessarily some uncertainty
whether a last survivor life insurance Policy will meet the Section 7702
definition of a life insurance contract.
    
 
   
    Hartford also believes that any loan received under a Policy will be treated
as Indebtedness of the Policy Owner, 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 15 Policy Years, an "income first" rule generally applies
to distributions of cash required to be made under Code Section 7702 because of
a reduction in benefits under the Policy.
    
 
    The Last Survivor Exchange Option Rider permits, under limited
circumstances, a Policy to be split into two individual policies on the life of
each of the Insureds. A Policy split may have adverse tax consequences. It is
not clear whether a Policy split will be treated as a nontaxable exchange or
transfer under the Code. Unless a Policy split is so treated, among other
things, the split or transfer will result in the recognition of taxable income
on the gain in the Policy. In addition, it is not clear whether, in all
circumstances, the individual policies that result from a Policy split would be
treated as life insurance policies under Section 7702 of the Code or would be
classified as modified endowment contracts. The Policy Owner should consult a
qualified tax adviser regarding the possible adverse tax consequences of a
Policy split.
 
   
    The Maturity Date Extension Rider allows a Policy Owner to extend the
Maturity Date to the date of the death of the last surviving insured. If the
Maturity Date of the Policy is extended by rider, Hartford believes the Policy
will continue to be treated as a life insurance contract for
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               29
- --------------------------------------------------------------------------------
 
   
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. The seven-pay test provides that premiums cannot be paid at
a rate more rapidly than that allowed by the payment of seven annual premiums
using specified computational rules described in Section 7702A(c). A modified
endowment contract ("MEC") is a life insurance policy that either: (i) satisfies
the Section 7702 definition of life insurance, but fails the seven-pay test of
Section 7702A or (ii) is exchanged for a MEC.
    
 
   
    If the Policy satisfies the seven-pay test at issuance, distributions and
loans made thereafter will not be subject to the MEC rules, unless the Policy is
changed materially. The seven-pay test will be applied anew at any time the
Policy undergoes a material change, which includes an increase in the Face
Amount. In addition, if there is a reduction in benefits under the Policy within
the first seven years, the seven-pay test is applied as if the Policy had
initially been issued at the reduced benefit level. Any reduction in benefits
attributable to the nonpayment of premiums will not be taken into account for
purposes of the seven-pay test if the benefits are reinstated within 90 days
after the reduction.
    
 
   
    A policy that is classified as a MEC is eligible for certain aspects of the
beneficial tax treatment accorded to life insurance. That is, the death benefit
is excluded from income and increments in value are not subject to current
taxation. However, if the contract is classified as a MEC then withdrawals from
the contract will be considered first as withdrawals of income and then as a
recovery of premium payments. Thus, withdrawals will be includible in income to
the extent the contract value exceeds the investment in the contract. The amount
of any loan (including unpaid interest thereon) under the contract will be
treated as a withdrawal from the contract for tax purposes. In addition, if the
policy owner assigns or pledges any portion of the value of a contract (or
agrees to assign or pledge any portion), then such portion will be treated as a
withdrawal from the contract for tax purposes. Taxable withdrawals are subject
to an additional 10% tax, with certain exceptions. The policy owner's investment
in the contract is increased by the amount includible in income with respect to
such assignment, pledge, or loan, though it is not affected by any other aspect
of the assignment, pledge, or loan (including its release or repayment).
    
 
   
    Generally, only distributions and loans made in the first year in which a
policy becomes a MEC, and in subsequent years, are taxable. However,
distributions and loans made in the two years prior to a policy's failing the
seven-pay test are deemed to be in anticipation of failure and are subject to
tax.
    
 
   
    Before assigning, pledging, or requesting a loan under a contract that is a
MEC, a policy owner should consult a qualified tax adviser.
    
 
   
    All MEC policies that are issued within any calendar year to the same policy
owner by one company or its affiliates are treated as one MEC policy for the
purpose of determining the taxable portion of any loan or distribution.
    
 
   
    Hartford has instituted procedures to monitor whether a Policy may become
classified as a MEC after issue.
    
 
- ---------------------------------------------------
                      ESTATE AND GENERATION SKIPPING TAXES
 
    When the last surviving Insured dies, the Death Proceeds will generally be
includible in the Policy Owner's estate for purposes of federal estate tax if
the last surviving Insured owned the Policy. If the Policy Owner was not the
last surviving Insured, the fair market value of the Policy would be included in
the Policy Owner's estate upon the Policy Owner's death. The Policy would not be
includible in the last surviving Insured's estate if he or she neither retained
incidents of ownership at death nor had given up ownership within three years
before death.
 
    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
<PAGE>
30                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
during which the investments made by the separate account or underlying fund are
not adequately diversified in accordance with regulations prescribed by the
Treasury Department. If a Policy is not treated as a life insurance contract,
the Policy Owner will be subject to income tax on the annual increases in cash
value.
 
    The Treasury Department has issued diversification regulations which
generally require, among other things, that no more than 55% of the value of the
total assets of the segregated asset account underlying a variable contract is
represented by any one investment, no more than 70% is represented by any two
investments, no more than 80% is represented by any three investments, and no
more than 90% is represented by any four investments. In determining whether the
diversification standards are met, all securities of the same issuer, all
interests in the same real property project, and all interests in the same
commodity are each treated as a single investment. In addition, in the case of
government securities, each government agency or instrumentality shall be
treated as a separate issuer.
 
    A separate account must be in compliance with the diversification standards
on the last day of each calendar quarter or within 30 days after the quarter
ends. If an insurance company inadvertently fails to meet the diversification
requirements, the company may comply within a reasonable period and avoid the
taxation of policy income on an ongoing basis. However, either the company or
the Policy Owner must agree to pay the tax due for the period during which the
diversification requirements were not met.
 
   
    Hartford monitors the diversification of investments in its separate
accounts, including Separate Account VL II, and tests for diversification as
required by the Code. Hartford intends to administer all contracts subject to
the diversification requirements in a manner that will maintain adequate
diversification.
    
 
- ---------------------------------------------------
                           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 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 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 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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               31
- --------------------------------------------------------------------------------
 
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 adviser
regarding U.S., state and foreign taxation with respect to a life insurance
policy purchase.
    
 
- ---------------------------------------------------
                               LEGAL PROCEEDINGS
 
   
    There are no pending material legal proceedings to which the Separate
Account is a party.
    
 
- ---------------------------------------------------
                                 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, 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, General Counsel of Hartford Life Insurance
Companies.
    
 
- ---------------------------------------------------
                                    EXPERTS
 
   
    The audited consolidated financial statements and financial statement
schedules included in this Prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports. Reference is made to said report on the consolidated financial
statements of Hartford Life Insurance Company (the Depositor), which includes an
explanatory paragraph with respect to the change in method of accounting for
debt and equity securities as of January 1, 1994, as discussed in Note 2 of
Notes to Consolidated Financial Statements. The principal business address of
Arthur Andersen LLP is One Financial Plaza, Hartford, CT 06103.
    
 
   
    The hypothetical Policy illustrations have been approved by Ken A. McCullum,
FSA, MAAA, Director of Individual Life Product Development, and are included in
this Prospectus in reliance upon his opinion as to their reasonableness.
    
 
- ---------------------------------------------------
                             REGISTRATION STATEMENT
 
   
    A registration statement has been filed with the SEC 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, and the Policies.
    
<PAGE>
32                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
                                   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
"Detailed Description of Policy Benefits and Provisions -- Deductions and
Charges From the Account Value -- Taxes," page 20).
    
 
    The "Premium Paid Plus Interest" column of each table shows the amount which
would accumulate if the initial premium was invested to earn interest, after
taxes of 5% per year, compounded annually.
 
   
    Hartford will furnish upon request, a comparable illustration reflecting the
proposed insureds age, risk classification, Face Amount or initial premium
requested, and reflecting guaranteed Cost of Insurance rates. Hartford will also
furnish an additional similar illustration reflecting current Cost of Insurance
rates which may be less than, but never greater than, the guaranteed Cost of
Insurance rates.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               33
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                    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     1,035,877        505,661     1,000,000
     18           457,855           623,886     1,140,111        570,998     1,043,461
     19           497,022           707,036     1,251,892        642,465     1,137,562
     20           538,148           799,101     1,372,056        720,352     1,236,845
     25           724,270         1,424,338     2,126,664      1,221,573     1,823,918
     30         1,014,302         2,435,429     3,251,826      1,951,085     2,605,123
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  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.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
<PAGE>
34                                               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>
               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           6,255***   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
     30         1,014,302         804,440     1,074,102       486,347      1,000,000
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  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.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               35
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                    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>
               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           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         254,025     1,000,000       126,058      1,000,000
     30         1,014,302         261,033     1,000,000            --      1,000,000
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  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 $8,970.00 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.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
<PAGE>
36                                               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>
               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            3,573***   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
     30           490,791        1,068,158     1,426,222       482,460      1,000,000
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  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.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               37
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                    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
     30           490,791         283,875     1,000,000            --             --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  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 $3,990.50 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.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
<PAGE>
38                                               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            --             --
     30           490,791         55,227     1,000,000            --             --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  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.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               39
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                    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**
  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            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     1,094,278        596,446     1,000,000
     17           732,574           926,834     1,220,014        664,590     1,000,000
     18           797,553         1,051,293     1,356,091        741,634     1,000,000
     19           865,781         1,188,074     1,503,895        829,591     1,050,118
     20           937,420         1,338,460     1,664,945        924,255     1,149,704
     25         1,261,632         2,336,059     2,710,973      1,504,229     1,745,643
     30         1,766,849         3,916,137     4,291,618      2,332,386     2,556,016
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  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 $17,601.04 IN YEAR ONE AND $40,379.99 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.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
<PAGE>
40                                               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**
  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            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      1,000,000
     20           937,420           653,511     1,000,000       157,330      1,000,000
     25         1,261,632           930,954     1,080,363            --             --
     30         1,766,849         1,273,986     1,396,136            --             --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  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.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               41
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                    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            --             --
     20           937,420         319,587     1,000,000            --             --
     25         1,261,632         262,720     1,000,000            --             --
     30         1,766,849              --            --            --             --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  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.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
<PAGE>
42                                               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 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
     30         1,406,935         3,053,019     3,345,743            --             --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  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.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               43
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                    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            --             --
     20           746,464       486,258     1,000,000            --             --
     25         1,004,633       628,972     1,000,000            --             --
     30         1,406,935       781,318     1,000,000            --             --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  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.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
<PAGE>
44                                               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          --             --
     18           635,089         226,911     1,000,000          --             --
     19           689,418         226,650     1,000,000          --             --
     20           746,464         223,137     1,000,000          --             --
     25         1,004,633         113,345     1,000,000          --             --
     30         1,406,935              --            --          --             --
</TABLE>
    
 
   
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  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.
</TABLE>
    
 
   
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
                    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, 1996 and 1995, 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, 1996. 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 financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
    
 
   
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Hartford Life Insurance Company and subsidiaries as of December 31, 1996 and
1995, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1996 in conformity with generally
accepted accounting principles.
    
 
   
As discussed in Note 2 of Notes to Consolidated Financial Statements, Hartford
Life Insurance Company adopted a new accounting standard promulgated by the
Financial Accounting Standards Board, changing its method 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
February 10, 1997
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                       CONSOLIDATED STATEMENTS OF INCOME
 
   
<TABLE>
<CAPTION>
                                                        FOR THE YEARS ENDED
                                                            DECEMBER 31,
                                                      ------------------------
                                                       1996     1995     1994
                                                      ------   ------   ------
                                                           (IN MILLIONS)
 <S>                                                  <C>      <C>      <C>
 Revenues
   Premiums and other considerations...............   $1,705   $1,487   $1,100
   Net investment income...........................    1,397    1,328    1,292
   Net realized capital (losses) gains.............     (213)     (11)       7
                                                      ------   ------   ------
     Total Revenues................................    2,889    2,804    2,399
                                                      ------   ------   ------
 Benefits, Claims and Expenses
   Benefits, claims and claim adjustment
    expenses.......................................    1,535    1,422    1,405
   Amortization of deferred policy acquisition
    costs..........................................      234      199      145
   Dividends to policyholders......................      635      675      419
   Other insurance expenses........................      427      317      227
                                                      ------   ------   ------
     Total Benefits, Claims and Expenses...........    2,831    2,613    2,196
                                                      ------   ------   ------
   Income before income tax expense................       58      191      203
   Income tax expense..............................       20       62       65
                                                      ------   ------   ------
 Net income........................................   $   38   $  129   $  138
                                                      ------   ------   ------
                                                      ------   ------   ------
</TABLE>
    
 
   
The accompanying notes to consolidated financial statements are an integral part
                            of the above statements.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                          CONSOLIDATED BALANCE SHEETS
 
   
<TABLE>
<CAPTION>
                                                       AS OF DECEMBER
                                                             31,
                                                      -----------------
                                                       1996      1995
                                                      -------   -------
 <S>                                                  <C>       <C>
                                                        (IN MILLIONS
                                                        EXCEPT SHARE
                                                            DATA)
 Assets
   Investments
   Fixed maturities, available for sale, at fair
    value (amortized cost $13,579 and $14,440).....   $13,624   $14,400
   Equity securities, available for sale, at fair
    value..........................................       119        63
   Policy loans, at outstanding balance............     3,836     3,381
   Mortgage loans, at outstanding balance..........         2       265
   Other investments, at cost......................        54       156
                                                      -------   -------
     Total investments.............................    17,635    18,265
   Cash............................................        43        46
   Premiums and amounts receivable.................       137       165
   Accrued investment income.......................       407       394
   Reinsurance recoverable.........................     6,066     6,221
   Deferred policy acquisition costs...............     2,760     2,188
   Deferred income tax.............................       474       420
   Other assets....................................       357       234
   Separate account assets.........................    49,690    36,264
                                                      -------   -------
     Total assets..................................   $77,569   $64,197
                                                      -------   -------
                                                      -------   -------
 Liabilities
   Future policy benefits..........................   $ 2,281   $ 2,373
   Other policyholder funds........................    22,134    22,598
   Other liabilities...............................     1,572     1,233
   Separate account liabilities....................    49,690    36,264
                                                      -------   -------
     Total liabilities.............................    75,677    62,468
                                                      -------   -------
 Stockholder's Equity
   Common stock, $5,690 par value, 1,000 shares
    authorized, issued and outstanding.............         6         6
   Capital surplus.................................     1,045     1,007
   Net unrealized capital gain (loss) on
    investments, net of tax........................        30       (57)
   Retained earnings...............................       811       773
                                                      -------   -------
     Total stockholder's equity....................     1,892     1,729
                                                      -------   -------
   Total liabilities and stockholder's equity......   $77,569   $64,197
                                                      -------   -------
                                                      -------   -------
</TABLE>
    
 
   
The accompanying notes to consolidated financial statements are an integral part
                            of the above statements.
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
 
   
<TABLE>
<CAPTION>
                                                                       NET UNREALIZED
                                                                        CAPITAL GAIN
                                                                         (LOSS) ON                       TOTAL
                                            COMMON      CAPITAL         INVESTMENTS,     RETAINED    STOCKHOLDER'S
                                            STOCK       SURPLUS          NET OF TAX      EARNINGS       EQUITY
                                            ------   --------------    --------------    --------    -------------
 <S>                                        <C>      <C>               <C>               <C>         <C>
                                                                        (IN MILLIONS)
 Balance, December 31, 1993..............     $6         $  676            $  (5)          $516         $1,193
   Net income............................     --             --               --            138            138
   Dividends declared on common stock....     --             --               --            (10)           (10)
   Capital contribution..................     --            150               --             --            150
   Change in net unrealized capital loss
    on investments, net of tax(1)........     --             --             (649)            --           (649)
                                              --
                                                         ------           ------         --------       ------
 Balance, December 31, 1994..............      6            826             (654)           644            822
   Net income............................     --             --               --            129            129
   Capital contribution..................     --            181               --             --            181
   Change in net unrealized capital gain
    on investments, net of tax...........     --             --              597             --            597
                                              --
                                                         ------           ------         --------       ------
 Balance, December 31, 1995..............      6          1,007              (57)           773          1,729
   Net income............................     --             --               --             38             38
   Capital contribution..................     --             38               --             --             38
   Change in net unrealized capital gain
    on investments, net of tax...........     --             --               87             --             87
                                              --
                                                         ------           ------         --------       ------
 Balance, December 31, 1996..............     $6         $1,045            $  30           $811         $1,892
                                              --
                                              --
                                                         ------           ------         --------       ------
                                                         ------           ------         --------       ------
</TABLE>
    
 
- ------------------------
   
(1) The 1994 change in net unrealized capital loss on investments, net of tax,
    includes a gain of $91 due to the adoption of SFAS No. 115 as discussed in
    Note 2(b) of Notes to Consolidated Financial Statements.
    
 
   
The accompanying notes to consolidated financial statements are an integral part
                            of the above statements.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
<TABLE>
<CAPTION>
                                            FOR THE YEARS ENDED DECEMBER 31,
                                            --------------------------------
                                              1996        1995        1994
                                            --------    --------    --------
 <S>                                        <C>         <C>         <C>
                                                     (IN MILLIONS)
 Operating Activities
   Net income............................   $     38    $    129    $    138
   Adjustments to net income:
   Net realized capital losses (gains) on
    sale of investments..................        213          11          (7)
   Net amortization of premium on fixed
    maturities...........................         14          21          41
   Increase in deferred income taxes.....       (102)       (172)       (128)
   Increase in deferred policy
    acquisition costs....................       (572)       (379)       (441)
   Decrease (increase) in premiums and
    amounts receivable...................         10         (81)         10
   Increase in accrued investment
    income...............................        (13)        (16)       (106)
   (Increase) decrease in other assets...       (132)       (177)        101
   Decrease (increase) in reinsurance
    recoverable..........................        179         (35)         75
   (Decrease) increase in liability for
    future policy benefits...............        (92)        483         224
   Increase in other liabilities.........        477         281         191
                                            --------    --------    --------
     Cash provided by operating
      activities.........................         20          65          98
                                            --------    --------    --------
 Investing Activities
   Purchases of fixed maturity
    investments..........................     (5,747)     (6,228)     (9,127)
   Sales of fixed maturity investments...      3,459       4,845       5,713
   Maturities and principal paydowns of
    fixed maturity investments...........      2,693       1,741       1,931
   Net purchase of other investments.....       (107)       (871)     (1,338)
   Net sales (purchases) of short-term
    investments..........................         84         (24)        135
                                            --------    --------    --------
     Cash provided by (used for)
      investing activities...............        382        (537)     (2,686)
                                            --------    --------    --------
 Financing Activities
   Capital contribution..................         38          --         150
   Dividends paid........................         --          --         (10)
   Net (disbursements for) receipts from
    investment and universal life-type
    contracts (charged from) credited to
    policyholder accounts................       (443)        498       2,467
                                            --------    --------    --------
     Cash (used for) provided by
      financing activities...............       (405)        498       2,607
                                            --------    --------    --------
   Net (decrease) increase in cash.......         (3)         26          19
   Cash--beginning of year...............         46          20           1
                                            --------    --------    --------
 Cash--end of year.......................   $     43    $     46    $     20
                                            --------    --------    --------
                                            --------    --------    --------
</TABLE>
    
 
   
The accompanying notes to consolidated financial statements are an integral part
                            of the above statements.
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 1996
                                 (IN MILLIONS)
 
   
- ---------------------------------------------------
    
 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
 
   
    These consolidated financial statements include Hartford Life Insurance
Company and its wholly-owned subsidiaries (the "Company"), ITT Hartford Life and
Annuity Insurance Company ("ILA") and ITT Hartford International Life
Reassurance Corporation ("HLRe"), formerly American Skandia Life Reinsurance
Corporation. The Company is a wholly-owned subsidiary of Hartford Life and
Accident Insurance Company ("HLA"), a wholly-owned subsidiary of Hartford Life,
Inc. ("Hartford Life"), a direct subsidiary of Hartford Accident and Indemnity
Company, an indirect subsidiary of ITT Hartford Group, Inc. ("The Hartford").
Hartford Life was formed on December 13, 1996 and capitalized on December 16,
1996 with the contribution of all the outstanding common stock of HLA. On
February 10, 1997, The Hartford, the ultimate parent of Hartford Life, announced
its intention to sell up to 20% of Hartford Life during the second quarter of
1997. Management believes that this transaction will not have a material impact
on the operations of the Company (See Note 11).
    
 
   
    On December 19, 1995, ITT Industries, Inc. (formerly ITT Corporation)("ITT")
distributed all the outstanding shares of capital stock of The Hartford to ITT
stockholders of record on such date (the transactions relating to such
distribution are referred to herein as the "ITT Spin-off"). As a result of the
ITT Spin-off, The Hartford became an independent, publicly traded company.
    
 
   
    The Company is a leading insurance and financial services company which
provides: (a) investment products such as individual variable annuities and
fixed market value adjusted annuities, deferred compensation plan services and
mutual funds for savings and retirement needs; (b) life insurance for income
protection and estate planning; and (c) employee benefits products such as
corporate owned life insurance.
    
 
   
- ---------------------------------------------------
    
 2. SIGNIFICANT ACCOUNTING POLICIES
 
   
(A) BASIS OF PRESENTATION
    
 
   
    These financial statements present the financial position, results of
operations and cash flows of the Company, and all material intercompany
transactions and balances between Hartford Life Insurance Company and its
subsidiaries have been eliminated. The consolidated financial statements are
prepared on a basis of generally accepted accounting principles which differ
materially from the statutory accounting prescribed by various insurance
regulatory authorities.
    
 
   
    The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
    
 
   
(B) CHANGES IN ACCOUNTING PRINCIPLES
    
 
   
    On November 14, 1996, the Emerging Issues Task Force ("EITF") reached a
consensus on Issue No. 96-12, "Recognition of Interest Income and Balance Sheet
Classification of Structured Notes". This Issue requires companies to record
income on certain structured securities on a retrospective interest method. The
Company adopted EITF No. 96-12 for structured securities acquired after November
14, 1996. Adoption of EITF No. 96-12 did not have a material effect on the
Company's financial condition or results of operations.
    
 
   
    In June 1996, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities".
This statement established criteria for determining whether transferred assets
should be accounted for as sales or secured borrowings. Subsequently, in
December 1996, the FASB issued SFAS No. 127, "Deferral of Effective Date of
Certain Provisions of FASB Statement No. 125", which defers the effective date
of certain provisions of SFAS No. 125 for one year. Adoption of SFAS No. 125 is
not expected to have a material effect on the Company's financial condition or
results of operations.
    
 
   
    In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation", which is effective in 1996. As permitted by SFAS No. 123, the
Company continues to measure compensation costs of employee stock option plans
(relating to options on common stock of The Hartford) using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25. As of February
10, 1997, the Company had not adopted an employee stock compensation plan.
Certain officers of the Company participate in The Hartford's stock option plan.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
    Compensation costs allocated by The Hartford to the Company, as well as pro
forma compensation costs as determined under SFAS No. 123, were immaterial to
the results of operations for 1996 and 1995.
    
 
   
    Effective January 1, 1994, the Company adopted 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 the Company'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
fair value difference from cost, net of tax, 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 after-tax impact included in stockholder's equity.
Under SFAS No. 115, the Company's fixed maturity investments 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 "Net unrealized capital gain (loss) on investments, net of
tax." As with the underlying investment security, unrealized capital 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 million. The Company'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 and are recognized in the period in
which services are provided. Premiums for traditional life insurance policies
are recognized as revenues when they are due from policyholders.
    
 
   
(D) FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS
    
 
   
    Liabilities for future policy benefits are computed by the net level premium
method using interest rate assumptions varying from 3% to 11% and withdrawal and
mortality assumptions appropriate at the time the policies were issued.
Liabilities for universal life-type and investment contracts are stated at
policyholder account values before surrender charges.
    
 
   
(E) DEFERRED POLICY ACQUISITION COSTS
    
 
   
    Policy acquisition costs, including commissions and certain underwriting
expenses associated with acquiring business, are deferred and amortized over the
estimated lives of the contracts, generally 20 years. Generally, acquisition
costs are deferred and amortized using the retrospective deposit method. Under
the retrospective deposit method, acquisition costs are amortized in proportion
to the present value of expected gross profits from surrender charges,
investment, mortality and expense margins. Actual gross profits can vary from
management's estimates resulting in increases or decreases in the rate of
amortization. Management periodically updates these estimates, when appropriate,
and evaluates the recoverability of the deferred acquisition cost asset. When
appropriate, management revises its assumptions on the estimated gross profits
of these contracts and the cumulative amortization for the books of business are
reestimated and readjusted by a cumulative charge or credit to income.
    
 
   
(F) POLICYHOLDER REALIZED CAPITAL GAINS AND LOSSES
    
 
   
    Realized capital gains and losses on security transactions associated with
the Company's immediate participation guaranteed contracts are excluded from
revenues and deferred, 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.
    
 
   
(G) FOREIGN CURRENCY TRANSLATION
    
 
   
    Foreign currency translation gains and losses are reflected in stockholder's
equity. Balance sheet accounts are translated at the exchange rates in effect at
each year end and income statement accounts are translated at the average rates
of exchange prevailing during the year. The national currencies of international
operations are generally their functional currencies.
    
 
   
(H) INVESTMENTS
    
 
   
    The Company'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 fair value with the
after-tax difference from cost reflected as a component of stockholder's equity
designated as "Net unrealized capital gain (loss) on investments, net of tax".
Equity securities, which include common and non-redeemable preferred stocks, are
carried at fair value with the after-tax difference from cost reflected in
stockholder's equity. Policy and mortgage loans are each carried at their
outstanding balance which approximates fair value. Investments in partnerships
and trusts are carried at cost. Net realized capital gains (losses), after
deducting the policyholders' share, are reported as a component of revenue and
are determined on a specific identification basis.
    
 
   
    The Company's accounting policy for impairment recognition requires
recognition of an other than temporary impairment charge on a security if it is
determined that the Company is unable to recover all amounts due under the
contractual obligations of the security. In addition, the Company has
established specific criteria to be used in the
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
impairment evaluation of an individual portfolio of assets. Specifically, if the
asset portfolio is supporting a runoff operation, is forced to be liquidated
prior to maturity to meet liability commitments, and has fair value below
amortized cost, which will not materially fluctuate as a result of future
interest rate changes, then an other than temporary impairment condition has
been determined to have occurred. Each individual security within that portfolio
is evaluated to determine whether or not it is impaired. Once an impairment
charge has been recorded, the Company then continues to review the individual
impaired securities for appropriate valuation on an ongoing basis.
    
 
   
    During 1996, it was determined that certain individual securities within the
investment portfolio supporting the Company's closed block of guaranteed rate
contracts ("Closed Book GRC") were impaired. With the initiation of certain
hedge transactions, which eliminated the possibility that the fair value of the
Closed Book GRC investments would recover to their current amortized cost, an
other than temporary impairment loss of $88 after tax was determined to have
occurred and was recorded.
    
 
   
(I) DERIVATIVE FINANCIAL INSTRUMENTS
    
 
   
    The Company uses a variety of derivative financial instruments including
swaps, caps, floors, forwards and exchange traded financial futures and options
as part of an overall risk management strategy. These instruments are used as a
means of hedging exposure to price, foreign currency and/or interest rate risk
on anticipated investment purchases or existing assets and liabilities. The
Company does not hold or issue derivative financial instruments for trading
purposes. The Company'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 EITF pronouncements. Written options are,
in all cases, used in conjunction with other assets and derivatives as part of
the Company's asset/liability management strategies. 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 must be designated at inception as a hedge and measured for
effectiveness both at inception and on an ongoing basis. The Company'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. Interest rate swaps are the primary type of derivatives used
to convert London interbank offered quotations for U.S. dollar deposits
("LIBOR") based variable rate instruments to fixed rate instruments. 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 an adjustment to the cost basis of the purchased
asset. Gains or losses on futures used in invested asset risk management are
deferred and adjusted into the cost basis of the hedged asset when the futures
contracts are closed, except for futures used in duration hedging which are
deferred and are adjusted into the cost basis on a quarterly basis. The
adjustments to the cost basis are amortized into investment income over the
remaining asset life.
    
 
   
    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 purchased options and/or premiums received on covered written
options, entered into as part of an asset/liability management strategy, is/are
adjusted into the cost basis of the underlying asset or liability and amortized
over the remaining life of the hedge. Gains or losses on expiration or
termination of the hedge are adjusted into the basis of the underlying asset or
liability and amortized over the remaining asset life. The Company had no
written options as of December 31, 1996 and 1995.
    
 
   
    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 (an
"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.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
    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.
    
 
   
(J) RELATED PARTY TRANSACTIONS
    
   
    Transactions of the Company with HLA and its affiliates relate principally
to tax settlements, reinsurance, insurance coverage, rental and service fees and
payment of dividends and capital contributions. In addition, certain affiliated
insurance companies purchased group annuity contracts from the Company to fund
pension costs and claim annuities to settle casualty claims. Substantially all
general insurance expenses related to the Company, including rent and employee
benefit plan expenses, are initially paid by Hartford Fire Insurance Company, an
indirect subsidiary of The Hartford ("Hartford Fire"). Direct expenses are
allocated to the Company using specific identification, and indirect expenses
are allocated using other applicable methods. Indirect expenses include those
for corporate areas which, depending on the type, are allocated based on either
a percentage of direct expenses or on utilization. Indirect expenses allocated
to the Company by Hartford Fire were $40, $45 and $41 in 1996, 1995 and 1994,
respectively. Management of the Company believes that the methods used are
reasonable. In addition, the Company was charged its share of costs allocated to
The Hartford by ITT prior to the ITT Spin-off, which were immaterial in 1995 and
1994. The Company had a receivable from The Hartford of $1 and a payable to The
Hartford of $2 at December 31, 1996 and 1995, respectively.
    
 
   
    In 1996, the Company ceded approximately $33.3 billion of group life
insurance in force and $318 million of disability premium to HLA and assumed
$8.5 billion of individual life insurance in force from HLA.
    
   
    On June 30, 1995, the ownership of ITT Lyndon Insurance Company was
transferred to the Company via a capital contribution of $181 million,
representing the net assets of the company. Also, in 1996, the Company received
a capital contribution of $37.5 million from its parent HLA.
    
   
(K) DIVIDENDS TO POLICYHOLDERS
    
 
   
    Certain life insurance policies contain dividend payment provisions that
enable the policyholder to participate in the earnings of the life insurance
subsidiaries of the Company. The participating insurance in force accounted for
44%, 41%, and 43% in 1996, 1995, and 1994, respectively, of total life insurance
in force.
    
 
   
- ---------------------------------------------------
    
 3. INVESTMENTS
 
   
(A) COMPONENTS OF NET INVESTMENT INCOME
    
 
   
<TABLE>
<CAPTION>
                                     YEAR ENDED DECEMBER 31,
                                 -------------------------------
                                   1996       1995       1994
                                 ---------  ---------  ---------
<S>                              <C>        <C>        <C>
Interest income................  $   1,452  $   1,338  $   1,247
(Losses) income from other
 investments...................        (42)         1         54
                                 ---------  ---------  ---------
Gross investment income........      1,410      1,339      1,301
Less: Investment expenses......         13         11          9
                                 ---------  ---------  ---------
Net investment income..........  $   1,397  $   1,328  $   1,292
                                 ---------  ---------  ---------
                                 ---------  ---------  ---------
</TABLE>
    
 
   
(B) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)
    
 
   
<TABLE>
<CAPTION>
                                     YEAR ENDED DECEMBER 31,
                                 -------------------------------
                                   1996       1995       1994
                                 ---------  ---------  ---------
<S>                              <C>        <C>        <C>
Fixed maturities...............  $    (201) $      23  $     (34)
Equity securities..............          2         (6)       (11)
Real estate and other..........         (4)       (25)        47
Less: (Increase) decrease in
 liability to policyholders for
 realized capital gains
 (losses)......................        (10)        (3)         5
                                 ---------  ---------  ---------
Net realized capital (losses)
 gains.........................  $    (213) $     (11) $       7
                                 ---------  ---------  ---------
                                 ---------  ---------  ---------
</TABLE>
    
 
   
(C) NET UNREALIZED CAPITAL GAINS (LOSSES) ON EQUITY SECURITIES
    
 
   
<TABLE>
<CAPTION>
                                         YEAR ENDED DECEMBER 31,
                                   -----------------------------------
                                      1996         1995        1994
                                      -----        -----     ---------
<S>                                <C>          <C>          <C>
Gross unrealized gains...........   $      13    $       4   $       2
Gross unrealized losses..........          (1)          (2)        (11)
                                          ---          ---   ---------
Net unrealized capital gains
 (losses)........................          12            2          (9)
Deferred income tax liability
 (asset).........................           4            1          (3)
                                          ---          ---   ---------
Net unrealized capital gains
 (losses), after tax.............           8            1          (6)
Balance beginning of year........           1           (6)         (5)
                                          ---          ---   ---------
Change in net unrealized capital
 gains (losses) on investments...   $       7    $       7   $      (1)
                                          ---          ---   ---------
                                          ---          ---   ---------
</TABLE>
    
 
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
(D) NET UNREALIZED CAPITAL GAINS (LOSSES) ON FIXED MATURITIES
    
   
<TABLE>
<CAPTION>
                                                                                                             YEAR ENDED DECEMBER
                                                                                                                     31,
                                                                                                             --------------------
                                                                                                               1996       1995
                                                                                                             ---------  ---------
<S>                                                                                                          <C>        <C>
Gross unrealized gains.....................................................................................  $     386  $     529
Gross unrealized losses....................................................................................       (341)      (569)
Unrealized (gains) losses credited to policyholders........................................................        (11)       (52)
                                                                                                             ---------  ---------
Net unrealized capital gains (losses)......................................................................         34        (92)
Deferred income tax liability (asset)......................................................................         12        (34)
                                                                                                             ---------  ---------
Net unrealized capital gains (losses), after tax...........................................................         22        (58)
Balance beginning of year..................................................................................        (58)      (648)
                                                                                                             ---------  ---------
Change in net unrealized capital gains (losses) on investments.............................................  $      80  $     590
                                                                                                             ---------  ---------
                                                                                                             ---------  ---------
 
<CAPTION>
 
                                                                                                               1994
                                                                                                             ---------
<S>                                                                                                          <C>
Gross unrealized gains.....................................................................................  $     150
Gross unrealized losses....................................................................................     (1,185)
Unrealized (gains) losses credited to policyholders........................................................         37
                                                                                                             ---------
Net unrealized capital gains (losses)......................................................................       (998)
Deferred income tax liability (asset)......................................................................       (350)
                                                                                                             ---------
Net unrealized capital gains (losses), after tax...........................................................       (648)
Balance beginning of year..................................................................................        161
                                                                                                             ---------
Change in net unrealized capital gains (losses) on investments.............................................  $    (809)
                                                                                                             ---------
                                                                                                             ---------
</TABLE>
    
 
   
(E) COMPONENTS OF FIXED MATURITIES INVESTMENTS
    
   
<TABLE>
<CAPTION>
                                                                                                     AS OF DECEMBER 31, 1996
                                                                                                ---------------------------------
                                                                                                               GROSS UNREALIZED
                                                                                                 AMORTIZED   --------------------
                                                                                                   COST        GAINS     LOSSES
                                                                                                -----------  ---------  ---------
<S>                                                                                             <C>          <C>        <C>
U.S. government and government agencies and authorities (guaranteed and sponsored)............   $     166   $      12  $      (3)
U.S. government and government agencies and authorities (guaranteed and
 sponsored)--asset-backed.....................................................................       1,970         161       (128)
States, municipalities and political subdivisions.............................................         373           6        (11)
International governments.....................................................................         281          12         (4)
Public utilities..............................................................................         877          12         (8)
All other corporate including international...................................................       4,656         120       (107)
All other corporate--asset-backed.............................................................       3,601          49        (59)
Short-term investments........................................................................       1,655          14        (21)
                                                                                                -----------  ---------  ---------
    Total fixed maturities....................................................................   $  13,579   $     386  $    (341)
                                                                                                -----------  ---------  ---------
                                                                                                -----------  ---------  ---------
 
<CAPTION>
 
                                                                                                     AS OF DECEMBER 31, 1995
                                                                                                ---------------------------------
                                                                                                               GROSS UNREALIZED
                                                                                                 AMORTIZED   --------------------
                                                                                                   COST        GAINS     LOSSES
                                                                                                -----------  ---------  ---------
<S>                                                                                             <C>          <C>        <C>
U.S. government and government agencies and authorities (guaranteed and sponsored)............   $     502   $       4  $      (9)
U.S. government and government agencies and authorities (guaranteed and
 sponsored)--asset-backed.....................................................................       3,568         210       (387)
States, municipalities and political subdivisions.............................................         201           4         (3)
International governments.....................................................................         291          19         (4)
Public utilities..............................................................................         949          29         (2)
All other corporate including international...................................................       3,065          76        (55)
All other corporate--asset-backed.............................................................       5,056         187       (109)
Short-term investments........................................................................         808          --         --
                                                                                                -----------  ---------  ---------
    Total fixed maturities....................................................................   $  14,440   $     529  $    (569)
                                                                                                -----------  ---------  ---------
                                                                                                -----------  ---------  ---------
 
<CAPTION>
 
                                                                                                  FAIR
                                                                                                  VALUE
                                                                                                ---------
<S>                                                                                             <C>
U.S. government and government agencies and authorities (guaranteed and sponsored)............  $     175
U.S. government and government agencies and authorities (guaranteed and
 sponsored)--asset-backed.....................................................................      2,003
States, municipalities and political subdivisions.............................................        368
International governments.....................................................................        289
Public utilities..............................................................................        881
All other corporate including international...................................................      4,669
All other corporate--asset-backed.............................................................      3,591
Short-term investments........................................................................      1,648
                                                                                                ---------
    Total fixed maturities....................................................................  $  13,624
                                                                                                ---------
                                                                                                ---------
 
                                                                                                  FAIR
                                                                                                  VALUE
                                                                                                ---------
<S>                                                                                             <C>
U.S. government and government agencies and authorities (guaranteed and sponsored)............  $     497
U.S. government and government agencies and authorities (guaranteed and
 sponsored)--asset-backed.....................................................................      3,391
States, municipalities and political subdivisions.............................................        202
International governments.....................................................................        306
Public utilities..............................................................................        976
All other corporate including international...................................................      3,086
All other corporate--asset-backed.............................................................      5,134
Short-term investments........................................................................        808
                                                                                                ---------
    Total fixed maturities....................................................................  $  14,400
                                                                                                ---------
                                                                                                ---------
</TABLE>
    
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
    The amortized cost and fair value of fixed maturities at December 31, 1996,
by maturity, are shown below. Asset-backed securities, including mortgage-backed
securities and collateralized mortgage obligations, are distributed to maturity
year based on the Company's estimates of the rate of future prepayments of
principal over the remaining lives of such securities. These estimates are
developed using prepayment speeds reported in broker consensus data and can be
expected to vary from actual experience. Expected maturities differ from
contractual maturities due to call or prepayment provisions.
    
 
   
<TABLE>
<CAPTION>
         MATURITY           AMORTIZED COST  FAIR VALUE
- --------------------------  --------------  -----------
<S>                         <C>             <C>
One year or less..........    $    2,632     $   2,642
Over one year through five
 years....................         5,871         5,928
Over five years through
 ten years................         3,320         3,311
Over ten years............         1,756         1,743
                                 -------    -----------
    Total.................    $   13,579     $  13,624
                                 -------    -----------
                                 -------    -----------
</TABLE>
    
 
   
    Sales of fixed maturities excluding short-term fixed maturities for the
years ended December 31, 1996, 1995 and 1994 resulted in proceeds of $3,459,
$4,848 and $5,708, respectively, resulting in gross realized capital gains of
$87, $91 and $71, respectively, and gross realized capital losses (including
investment writedowns) of $298, $72 and $100, respectively, not including
policyholder gains and losses. Sales of equity securities for the years ended
December 31, 1996, 1995 and 1994 resulted in proceeds of $74, $64 and $159,
respectively, resulting in gross realized capital gains of $2, $28 and $3,
respectively, and gross realized capital losses of $0, $59 and $14,
respectively, not including policyholder gains and losses.
    
 
   
(F) CONCENTRATION OF CREDIT RISK
    
 
   
    As of December 31, 1996, the Company had a reinsurance recoverable of $3.8
billion from Mutual Benefit Life Assurance Corporation ("Mutual Benefit"),
supported by assets in a security trust of $3.8 billion (including policy loans
of $3.3 billion). 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 the Company as sole beneficiary. Excluding investments in U.S.
government and agencies, the Company has no other significant concentrations of
credit risk in fixed maturities.
    
 
   
(G) DERIVATIVE INVESTMENTS
    
 
   
    Derivatives play an important role in facilitating the management of
interest rate risk, creating opportunities to fund product obligations hedging
against indexation risks that affect the value of certain liabilities and
adjusting broad investment risk characteristics when dictated by significant
changes in market risks. As an end user of derivatives, the Company uses a
variety of derivative financial instruments, including swaps, caps, floors,
forwards and exchange traded financial futures and options in order to hedge
exposure to price, foreign currency and/or interest rate risk on anticipated
investment purchases or existing assets and liabilities. The notional amounts of
derivative contracts represent the basis upon which pay and receive amounts are
calculated and are not reflective of credit risk for derivative contracts.
Credit risk for derivative contracts is limited to the amounts calculated to be
due to the Company on such contracts. The Company believes it maintains prudent
policies regarding the financial stability and credit standing of its major
counterparties and typically requires credit enhancement provisions to further
limit its credit risk. Many of these derivative contracts are bilateral
agreements that are not assignable without the consent of the relevant
counterparty. Notional amounts pertaining to derivative financial instruments
totaled $9.9 billion and $8.8 billion at December 31, 1996 and 1995,
respectively ($7.4 billion and $7.1 billion related to life insurance
investments and $2.5 billion and $1.7 billion related to life insurance
liabilities at December 31, 1996 and 1995, respectively).
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
    The following table summarizes the Company's derivatives, segregated by
major categories, as of December 31, 1996 and 1995:
    
   
<TABLE>
<CAPTION>
                                                                             AMOUNTS HEDGED (NOTIONAL AMOUNTS) (EXCLUDING
                                                                                          LIABILITY HEDGES)
                                                                          --------------------------------------------------
                                                                                                   PURCHASED
                                                                            TOTAL    ISSUED CAPS   OPTIONS,
                                                                          CARRYING        &         CAPS &
1996                                                                        VALUE     FLOORS(C)    FLOORS(D)    FUTURES(E)
- ------------------------------------------------------------------------  ---------  -----------  -----------  -------------
<S>                                                                       <C>        <C>          <C>          <C>
Asset-backed securities (excluding inverse floaters and anticipatory)...  $   5,242   $     500    $   2,454     $      --
Inverse floaters(a).....................................................        352          98          856            --
Anticipatory(g).........................................................         --          --           --           132
Other bonds and notes...................................................      7,369         425          440             5
Short-term investments..................................................        661          --           --            --
                                                                          ---------  -----------  -----------        -----
    Total fixed maturities..............................................     13,624       1,023        3,750           137
Equity securities, policy loans and other investments...................      4,011          --           --            --
                                                                          ---------  -----------  -----------        -----
    Total investments...................................................  $  17,635   $   1,023    $   3,750     $     137
                                                                          ---------  -----------  -----------        -----
                                                                          ---------  -----------  -----------        -----
    Total derivatives-fair value(b).....................................              $     (10)   $      35     $      --
                                                                                     -----------  -----------        -----
                                                                                     -----------  -----------        -----
 
<CAPTION>
 
                                                                             AMOUNTS HEDGED (NOTIONAL AMOUNTS) (EXCLUDING
                                                                                          LIABILITY HEDGES)
                                                                          --------------------------------------------------
                                                                                                   PURCHASED
                                                                            TOTAL    ISSUED CAPS   OPTIONS,
                                                                          CARRYING        &         CAPS &
1995                                                                        VALUE     FLOORS(C)    FLOORS(D)    FUTURES(E)
- ------------------------------------------------------------------------  ---------  -----------  -----------  -------------
<S>                                                                       <C>        <C>          <C>          <C>
Asset-backed securities (excluding inverse floaters and anticipatory)...  $   5,764   $     118    $   3,133     $     322
Inverse floaters(a).....................................................        711         560          354             6
Anticipatory(g).........................................................         --          --           --           213
Other bonds and notes...................................................      7,118          33           66           322
Short-term investments..................................................        807          --           --            --
                                                                          ---------  -----------  -----------        -----
    Total fixed maturities..............................................     14,400         711        3,553           863
Equity securities, policy loans and other investments...................      3,865          --           --            --
                                                                          ---------  -----------  -----------        -----
    Total investments...................................................  $  18,265   $     711    $   3,553     $     863
                                                                          ---------  -----------  -----------        -----
                                                                          ---------  -----------  -----------        -----
    Total derivatives-fair value(b).....................................              $     (32)   $      46     $      --
                                                                                     -----------  -----------        -----
                                                                                     -----------  -----------        -----
 
<CAPTION>
 
                                                                           INTEREST      FOREIGN       TOTAL
                                                                             RATE       CURRENCY     NOTIONAL
1996                                                                       SWAPS(H)     SWAPS(F)      AMOUNT
- ------------------------------------------------------------------------  -----------  -----------  -----------
<S>                                                                       <C>          <C>          <C>
Asset-backed securities (excluding inverse floaters and anticipatory)...   $     941    $      --    $   3,895
Inverse floaters(a).....................................................         346           --        1,300
Anticipatory(g).........................................................          --           --          132
Other bonds and notes...................................................       1,079          125        2,074
Short-term investments..................................................          --           --           --
                                                                          -----------       -----   -----------
    Total fixed maturities..............................................       2,366          125        7,401
Equity securities, policy loans and other investments...................          19           --           19
                                                                          -----------       -----   -----------
    Total investments...................................................   $   2,385    $     125    $   7,420
                                                                          -----------       -----   -----------
                                                                          -----------       -----   -----------
    Total derivatives-fair value(b).....................................   $     (25)   $      (9)   $      (9)
                                                                          -----------       -----   -----------
                                                                          -----------       -----   -----------
 
                                                                           INTEREST      FOREIGN       TOTAL
                                                                             RATE       CURRENCY     NOTIONAL
1995                                                                       SWAPS(H)     SWAPS(F)      AMOUNT
- ------------------------------------------------------------------------  -----------  -----------  -----------
<S>                                                                       <C>          <C>          <C>
Asset-backed securities (excluding inverse floaters and anticipatory)...   $     290    $      --    $   3,863
Inverse floaters(a).....................................................         681           --        1,601
Anticipatory(g).........................................................          25           --          238
Other bonds and notes...................................................         757          187        1,365
Short-term investments..................................................          --           --           --
                                                                          -----------       -----   -----------
    Total fixed maturities..............................................       1,753          187        7,067
Equity securities, policy loans and other investments...................          18           --           18
                                                                          -----------       -----   -----------
    Total investments...................................................   $   1,771    $     187    $   7,085
                                                                          -----------       -----   -----------
                                                                          -----------       -----   -----------
    Total derivatives-fair value(b).....................................   $    (108)   $     (24)   $    (118)
                                                                          -----------       -----   -----------
                                                                          -----------       -----   -----------
</TABLE>
    
 
- ------------------------
   
(a) Inverse floaters are variations of collateralized mortgage obligations
    ("CMOs") for which the coupon rates move inversely with an index rate such
    as LIBOR. The risk to principal is considered negligible as the underlying
    collateral for the securities is guaranteed or sponsored by government
    agencies. To address the volatility risk created by the coupon variability,
    the Company uses a variety of derivative instruments, primarily interest
    rate swaps and purchased caps and floors.
    
   
(b) The fair value of derivative instruments including swaps, caps, floors,
    futures, options and forward commitments, was determined using a pricing
    model which is validated through quarterly comparison to dealer quoted
    market prices, for 1996 and dealer quoted prices for 1995.
    
   
(c) The 1996 data includes issued caps of $433 with a weighted average strike
    rate of 8.21% (ranging from 7.0% to 9.5%) and over 93% maturing in 2000
    through 2005. In addition, issued floors totaled $590, had a weighted
    average strike rate of 5.17% (ranging from 5.00% to 7.85%) with all of them
    maturing by the end of 2005. The 1995 data includes issued caps of $475 with
    a weighted average strike rate of 8.5% (ranging from 7.0% to 10.4%) and over
    85% maturing in 2000 through 2004. In addition, issued floors totaled $236,
    had a weighted average strike rate of 8.1% (ranging from 5.3% to 10.9%) and
    mature through 2007, with 76% maturing by 2004.
    
   
(d) The 1996 data includes purchased floors of $2.4 billion and purchased caps
    of $1.3 billion. The floors had a weighted average strike rate of 5.84%
    (ranging from 3.70% to 7.85%) and over 87% mature in 1997 through 1999. The
    options mature in 1997. The caps had a weighted average strike rate of 7.59%
    (ranging from 4.40% to 10.125%) and over 76% mature in 1997 through 2001.
    The 1995 data includes purchased floors of $1.8 billion and purchased caps
    of $1.7 billion. The floors had 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 had a weighted average strike price of 7.5% (ranging from 4.5% and
    10.1%) and over 82% mature in 1997 through 1999.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
(e) As of December 31, 1996 and 1995, over 39% and 95%, respectively, of the
    notional futures contracts, expire within one year.
    
   
(f) As of December 31, 1996 and 1995, over 42% and 25%, respectively, of the
    Company's foreign currency swaps, expire within one year; the balance mature
    over the succeeding 4 to 5 years.
    
   
(g) 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, 1996, the Company had $1 million in
    net deferred gains for futures, interest rate swaps and purchased options.
    The Company expects to basis adjust $1 million of the deferred gains in
    1997. At December 31, 1995, the Company had $5.3 million in net deferred
    gains for futures, interest rate swaps and purchased options.
    
   
(h) The following table summarizes the maturities by notional value of interest
    rate swaps outstanding at December 31, 1996 and 1995, and the related
    weighted average interest pay rate or receive rate. The variable rates
    represent spot rates (primarily 90 day LIBOR), as of December 31, 1996 and
    1995. Such variable rates have been calculated assuming that the spot rates
    remain unchanged throughout the life of the interest rate swaps.
    
   
<TABLE>
<CAPTION>
1996                                                             1997         1998         1999         2000         2001
- ------------------------------------------------------------  -----------  -----------  -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>          <C>          <C>
  PAY FIXED/RECEIVE VARIABLE
    Notional Value                                                   $--         $50          $125          $35         $125
    Weighted Average Pay Rate                                         --          5.7 %        5.9 %        5.5 %        5.5%
    Weighted Average Receive Rate                                     --          3.2 %         --          6.5 %        6.4%
  PAY VARIABLE/RECEIVE FIXED
    Notional Value                                                   $86          $25         $486          $74         $582
    Weighted Average Pay Rate                                        7.5 %         --          6.4 %        6.7 %        7.0%
    Weighted Average Receive Rate                                    5.6 %         --          5.6 %        5.7 %        6.2%
  PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
    Notional Value                                                   $19          $15          $--         $200          $--
    Weighted Average Pay Rate                                        5.9 %        5.7 %         --          6.4 %         --
    Weighted Average Receive Rate                                    3.7 %        5.5 %         --          5.0 %         --
    Total Interest Rate Swaps                                       $105          $90         $611         $309         $707
    Total Weighted Average Pay Rate                                  7.2 %        5.7 %        6.3 %        6.4 %        6.7%
    Total Weighted Average Receive Rate                              5.2 %        3.8 %        4.3 %        5.4 %        6.3%
 
<CAPTION>
 
1995                                                             1996         1997         1998         1999         2000
- ------------------------------------------------------------  -----------  -----------  -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>          <C>          <C>
  PAY FIXED/RECEIVE VARIABLE
    Notional Value                                                  $15           $50          $--         $453          $31
    Weighted Average Pay Rate                                        5.0 %        7.2 %         --          8.1 %        7.1%
    Weighted Average Receive Rate                                    5.8 %        5.9 %         --          5.8 %        5.7%
  PAY VARIABLE/RECEIVE FIXED
    Notional Value                                                  $100          $68          $25          $25          $35
    Weighted Average Pay Rate                                        5.9 %        8.6 %        5.9 %         --          5.9%
    Weighted Average Receive Rate                                    2.4 %        7.9 %        4.0 %         --          6.5%
  PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
    Notional Value                                                   $50          $18          $36          $12         $200
    Weighted Average Pay Rate                                        5.8 %         --          3.7 %        3.5 %        4.5%
    Weighted Average Receive Rate                                    5.4 %         --          5.6 %        5.2 %        6.8%
    Total Interest Rate Swaps                                       $165         $136          $61         $490         $266
    Total Weighted Average Pay Rate                                  5.8 %        7.8 %        4.6 %        7.6 %        5.0%
    Total Weighted Average Receive Rate                              3.6 %        7.2 %        4.9 %        5.4 %        6.6%
 
<CAPTION>
                                                                                            LATEST
1996                                                           THEREAFTER       TOTAL      MATURITY
- ------------------------------------------------------------  -------------  -----------  -----------
<S>                                                           <C>            <C>          <C>
  PAY FIXED/RECEIVE VARIABLE
    Notional Value                                                   $170          $505         2003
    Weighted Average Pay Rate                                         5.7  %        5.7 %
    Weighted Average Receive Rate                                     6.9  %        4.7 %
  PAY VARIABLE/RECEIVE FIXED
    Notional Value                                                   $349        $1,602         2007
    Weighted Average Pay Rate                                         6.9  %        6.8 %
    Weighted Average Receive Rate                                     5.9  %        5.9 %
  PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
    Notional Value                                                    $44          $278         2003
    Weighted Average Pay Rate                                        12.9  %        7.4 %
    Weighted Average Receive Rate                                     6.4  %        5.2 %
    Total Interest Rate Swaps                                        $563        $2,385         2007
    Total Weighted Average Pay Rate                                   7.0  %        6.6 %
    Total Weighted Average Receive Rate                               6.3  %        5.5 %
                                                                                            LATEST
1995                                                           THEREAFTER       TOTAL      MATURITY
- ------------------------------------------------------------  -------------  -----------  -----------
<S>                                                           <C>            <C>          <C>
  PAY FIXED/RECEIVE VARIABLE
    Notional Value                                                   $229          $778         2004
    Weighted Average Pay Rate                                         7.8  %        7.8 %
    Weighted Average Receive Rate                                     5.9  %        5.9 %
  PAY VARIABLE/RECEIVE FIXED
    Notional Value                                                   $190          $443         2007
    Weighted Average Pay Rate                                         5.4  %        5.4 %
    Weighted Average Receive Rate                                     6.9  %        6.9 %
  PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
    Notional Value                                                   $234          $550         2004
    Weighted Average Pay Rate                                        16.3  %        5.7 %
    Weighted Average Receive Rate                                     5.9  %        6.4 %
    Total Interest Rate Swaps                                        $653        $1,771         2007
    Total Weighted Average Pay Rate                                   7.3  %        6.9 %
    Total Weighted Average Receive Rate                               6.3  %        5.8 %
</TABLE>
    
 
   
    In addition, interest rate sensitivity related to certain Company insurance
liabilities was altered primarily through interest rate swap agreements. The
notional amount of the liability agreements in which the Company generally pays
one variable rate in exchange for another was $2.4 billion and $1.7 billion at
December 31, 1996 and 1995, respectively. As of December 31, 1996, the weighted
average pay rate was 5.6% and the weighted average receive rate was 6.5%. These
agreements mature at various times through 2001.
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
    A reconciliation between notional amounts at December 31, 1995 and 1996 by
derivative type and strategy is as follows:
    
   
<TABLE>
<CAPTION>
                                                                                        BY DERIVATIVE TYPE
                                                                           ---------------------------------------------
                                                                               12/31/95                     MATURITIES/
                                                                            NOTIONAL AMOUNT    ADDITIONS   TERMINATIONS
                                                                           -----------------  -----------  -------------
<S>                                                                        <C>                <C>          <C>
Caps.....................................................................      $   2,184       $   1,286     $   1,715
Floors...................................................................          2,180           2,053         1,065
Options..................................................................             --              10            --
Swaps/Forwards...........................................................          3,566           3,989         2,694
Futures..................................................................            863           2,092         2,818
                                                                                  ------      -----------       ------
    Total................................................................      $   8,793       $   9,430     $   8,292
                                                                                  ------      -----------       ------
                                                                                  ------      -----------       ------
 
<CAPTION>
 
                                                                                            BY STRATEGY
                                                                           ---------------------------------------------
                                                                               12/31/95                     MATURITIES/
                                                                            NOTIONAL AMOUNT    ADDITIONS   TERMINATIONS
                                                                           -----------------  -----------  -------------
<S>                                                                        <C>                <C>          <C>
Liability................................................................      $   1,708       $   1,940     $   1,137
Anticipatory.............................................................            238             516           622
Asset....................................................................          2,984           1,265         2,137
Portfolio................................................................          3,863           5,709         4,396
                                                                                  ------      -----------       ------
    Total................................................................      $   8,793       $   9,430     $   8,292
                                                                                  ------      -----------       ------
                                                                                  ------      -----------       ------
 
<CAPTION>
 
                                                                               12/31/96
                                                                            NOTIONAL AMOUNT
                                                                           -----------------
<S>                                                                        <C>
Caps.....................................................................      $   1,755
Floors...................................................................          3,168
Options..................................................................             10
Swaps/Forwards...........................................................          4,861
Futures..................................................................            137
                                                                                  ------
    Total................................................................      $   9,931
                                                                                  ------
                                                                                  ------
 
                                                                               12/31/96
                                                                            NOTIONAL AMOUNT
                                                                           -----------------
<S>                                                                        <C>
Liability................................................................      $   2,511
Anticipatory.............................................................            132
Asset....................................................................          2,112
Portfolio................................................................          5,176
                                                                                  ------
    Total................................................................      $   9,931
                                                                                  ------
                                                                                  ------
</TABLE>
    
 
   
(H) FAIR VALUE OF FINANCIAL INSTRUMENTS
    
 
   
<TABLE>
<CAPTION>
                                                                                  AS OF DECEMBER 31,    AS OF DECEMBER 31,
                                                                                         1996                  1995
                                                                                 --------------------  --------------------
                                                                                 CARRYING     FAIR     CARRYING     FAIR
                                                                                  AMOUNT      VALUE     AMOUNT      VALUE
                                                                                 ---------  ---------  ---------  ---------
<S>                                                                              <C>        <C>        <C>        <C>
ASSETS
  Fixed maturities.............................................................  $  13,624  $  13,624  $  14,400  $  14,400
  Equity securities............................................................        119        119         63         63
  Policy loans.................................................................      3,836      3,836      3,381      3,381
  Mortgage loans...............................................................          2          2        265        265
  Investments in partnerships and trust........................................         48         48         94         97
  Other........................................................................          6         56         62         62
LIABILITIES
  Other policy benefits........................................................  $  11,707  $  11,469  $  12,727  $  12,767
</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 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 managements;
fair value of derivative instruments, including swaps, caps, floors, futures,
and forward commitments, is determined by using a pricing model which is
validated through quarterly comparison to dealer quoted market prices; and other
policy benefits payable for investment type contracts are determined by
estimating future cash flows discounted at the year end market rate.
    
 
   
- ---------------------------------------------------
    
 4. INCOME TAX
 
   
    Hartford Life and The Hartford have entered into a tax sharing agreement
under which each member, including the Company, in the consolidated U.S. federal
income tax return will make payments between them such that, with respect to any
period, the amount of taxes to be paid by Hartford Life for the Company, subject
to certain adjustments, generally will be determined as though the Company were
to file separate federal, state and local income tax returns.
    
 
   
    As long as The Hartford continues to beneficially own, directly or
indirectly, at least 80% of the combined voting power and 80% of the value of
the outstanding capital stock of Hartford Life, the Company will be included for
federal income tax purposes in the consolidated group of which The Hartford is
the common parent. It is the current intention of The Hartford and its
subsidiaries to continue to file a consolidated federal income tax return. The
Company will continue to remit to (receive from) The Hartford a current income
tax provision (benefit) computed in accordance with such tax sharing agreement.
The Company's effective tax rate was 35%, 32% and 32% in 1996, 1995 and 1994,
respectively.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
    Income tax expense was as follows:
    
 
   
<TABLE>
<CAPTION>
                                        FOR THE YEARS ENDED DECEMBER
                                                     31,
                                       -------------------------------
                                         1996       1995       1994
                                       ---------  ---------  ---------
<S>                                    <C>        <C>        <C>
 Current.............................  $     122  $     211  $     185
  Deferred...........................       (102)      (149)      (120)
                                       ---------  ---------  ---------
    Total............................  $      20  $      62  $      65
                                       ---------  ---------  ---------
                                       ---------  ---------  ---------
</TABLE>
    
 
   
    A reconciliation of the tax provision at the U.S. federal statutory rate to
the provision for income taxes was as follows:
    
 
   
<TABLE>
<CAPTION>
                                        FOR THE YEARS ENDED DECEMBER
                                                     31,
                                       -------------------------------
                                         1996       1995       1994
                                       ---------  ---------  ---------
<S>                                    <C>        <C>        <C>
 Tax provision at U.S. statutory
  rate...............................  $      20  $      67  $      71
  Tax-exempt income..................         --         (3)        (3)
  Foreign tax credit.................         --         (4)        (1)
  Other..............................         --          2         (2)
                                       ---------  ---------  ---------
    Total............................  $      20  $      62  $      65
                                       ---------  ---------  ---------
                                       ---------  ---------  ---------
</TABLE>
    
 
   
    Income taxes paid were $189, $162 and $244 in 1996, 1995 and 1994,
respectively. The current tax refund due from The Hartford to the Company was
$72 and $8 as of December 31, 1996 and 1995, respectively.
    
 
   
    Deferred tax assets (liabilities) included the following:
    
 
   
<TABLE>
<CAPTION>
                                                       AS OF
                                                    DECEMBER 31,
                                                --------------------
                                                  1996       1995
                                                ---------  ---------
<S>                                             <C>        <C>
Tax return deferred acquisition costs.........  $     514  $     410
Financial statement deferred acquisition costs
 and reserves.................................       (242)       138
Employee benefits.............................          8          8
Unrealized (gain) loss on investments.........        (16)        32
Investments and other.........................        210       (168)
                                                ---------  ---------
    Total.....................................  $     474  $     420
                                                ---------  ---------
                                                ---------  ---------
</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 such circumstances, 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,
1996 was $37.
    
 
   
- ---------------------------------------------------
    
 5. REINSURANCE
 
   
    The Company cedes insurance to non-affiliated insurers in order to limit its
maximum loss. Such transfer does not relieve the Company of its primary
liability. The Company also assumes insurance from other insurers.
    
 
   
    Life insurance net retained premiums were comprised of the following:
    
 
   
<TABLE>
<CAPTION>
                                         YEAR ENDED DECEMBER 31,
                                     -------------------------------
                                       1996       1995       1994
                                     ---------  ---------  ---------
<S>                                  <C>        <C>        <C>
Gross premiums.....................  $   1,834  $   1,545  $   1,316
Insurance assumed..................        173        591        299
Insurance ceded....................       (302)      (649)      (515)
                                     ---------  ---------  ---------
    Total..........................  $   1,705  $   1,487  $   1,100
                                     ---------  ---------  ---------
                                     ---------  ---------  ---------
</TABLE>
    
 
   
    Life reinsurance recoveries, which reduced death and other benefits, for the
years ended December 31, 1996, 1995 and 1994 approximated $140, $220 and $164,
respectively.
    
 
   
    In December 1994, the Company ceded to a third party $1.0 billion in
individual fixed and variable annuities on a modified coinsurance basis. In
December 1995, the Company 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, the Company assumed the life insurance policies and the
individual annuities of Pacific Standard with reserves and account values of
approximately $434 million. The Company received cash and investment grade
assets to support the life insurance and individual annuity contract obligations
assumed.
    
 
   
- ---------------------------------------------------
    
 6.PENSION PLANS AND OTHER POSTRETIREMENT
   BENEFITS
 
   
    The Company'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. The Company's funding policy is to contribute annually an
amount between the minimum funding requirements set forth in the Employee
Retirement Income Security Act of 1974, as amended, and the maximum amount that
can be deducted for Federal income tax purposes. Generally, pension costs are
funded through the purchase of the Company's group pension contracts. The cost
to the Company was approximately $5, $2 and $2 in 1996, 1995 and 1994,
respectively.
    
 
   
    The Company also provides, through Hartford Fire, certain health care and
life insurance benefits for eligible retired employees. A substantial portion of
the Company's employees may become eligible for these benefits upon retirement.
The Company's contribution for health care benefits will depend on the retiree's
date of retirement and years of service. In addition, the plan has a defined
dollar cap which limits average Company contributions. The Company has prefunded
a portion of the health care and life insurance obligations through trust funds
where such prefunding can be accomplished on a tax effective basis.
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
Postretirement health care and life insurance benefits expense, allocated by The
Hartford, was immaterial for 1996, 1995 and 1994, respectively.
    
 
   
    The assumed rate of future increases in the per capita cost of health care
(the health care trend rate) was 9.3% for 1996, 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.
    
 
   
- ---------------------------------------------------
    
 7. BUSINESS SEGMENT INFORMATION
 
   
    The Company sells financial products such as fixed and variable annuities,
retirement plan services, and life insurance on both an individual and a group
basis. The Company divides its core businesses into three segments: Investment
Products, Individual Life Insurance and Employee Benefits. In addition, the
Company also maintains a corporate operation and also classifies certain of its
business as Runoff operations. The Investment Products segment offers individual
variable annuities and fixed market value adjusted annuities, deferred
compensation and retirement plan services, mutual funds, investment management
services and other financial products. The Individual Life Insurance segment
sells a variety of individual life insurance products, including variable life,
universal life, and interest-sensitive whole life policies. The Employee
Benefits segment sells corporate owned life insurance. Through its corporate
operation, the Company reports net investment income on assets representing
surplus not assigned to any of its business segments and certain other revenues
and expenses not specifically allocable to any of its business segments. The
Company's Runoff operations are comprised of Closed Book GRC. With the exception
of Closed Book GRC, net realized capital gains and losses are recognized in the
period of realization but are allocated to the segments utilizing durations of
the segment portfolios.
    
   
<TABLE>
<CAPTION>
                                          YEAR ENDED DECEMBER 31,
                                      -------------------------------
                                        1996       1995       1994
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
REVENUES
  Investment Products...............  $   1,013  $     759  $     594
  Individual Life Insurance.........        440        383        375
  Employee Benefits.................      1,366      1,273        919
  Corporate Operations..............         81         52         30
  Runoff Operations.................        (11)       337        481
                                      ---------  ---------  ---------
    Total Revenues..................  $   2,889  $   2,804  $   2,399
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
 
<CAPTION>
 
                                          YEAR ENDED DECEMBER 31,
                                      -------------------------------
                                        1996       1995       1994
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
INCOME BEFORE INCOME TAX EXPENSE
  Investment Products...............  $     230  $     172  $     127
  Individual Life Insurance.........         68         56         39
  Employee Benefits.................         43         37         27
  Corporate Operations..............         65         16          8
  Runoff Operations.................       (348)       (90)         2
                                      ---------  ---------  ---------
    Income Before Income Tax
     Expense........................  $      58  $     191  $     203
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
<CAPTION>
 
                                          YEAR ENDED DECEMBER 31,
                                      -------------------------------
                                        1996       1995       1994
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
ASSETS
  Investment Products...............  $  53,743  $  40,624  $  29,115
  Individual Life Insurance.........      3,753      3,173      2,808
  Employee Benefits.................     14,515     13,494      7,847
  Corporate Operations..............      1,891      1,729        822
  Runoff Operations.................      3,667      5,177      7,257
                                      ---------  ---------  ---------
    Total Assets....................  $  77,569  $  64,197  $  47,849
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>
    
 
   
- ---------------------------------------------------
    
 8. STATUTORY NET INCOME AND SURPLUS
 
   
    A significant percentage of the consolidated statutory surplus is
permanently reinvested or is subject to various state regulatory restrictions
which limit the payment of dividends without prior approval. The total amount of
statutory dividends which may be paid by the insurance subsidiaries of the
Company in 1997, without prior approval, is estimated to be $121 million.
Statutory net income and surplus as of and for the years ended December 31 were:
    
 
   
<TABLE>
<CAPTION>
                              1996       1995       1994
                            ---------  ---------  ---------
<S>                         <C>        <C>        <C>
Statutory net income......  $     144  $     112  $      58
Statutory surplus.........  $   1,207  $   1,125  $     941
</TABLE>
    
 
   
    The insurance subsidiaries of the Company prepare their statutory financial
statements in accordance with accounting practices prescribed by the State of
Connecticut Insurance Department. Prescribed statutory accounting practices
include publications of the National Association of Insurance Commissioners
("NAIC"), as well as state laws, regulations, and general administrative rules.
    
 
   
- ---------------------------------------------------
    
 9. SEPARATE ACCOUNTS
 
   
    The Company maintained separate account assets and liabilities totaling
$49.7 billion and $36.3 billion at December 31, 1996 and 1995, 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 $39.4 billion and $25.9 billion at
December 31, 1996 and 1995, respectively, wherein the policyholder assumes the
investment risk, and
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
guaranteed separate account assets totaling $10.3 billion at December 31, 1996
and 1995, wherein the Company contractually guarantees either a minimum return
or account value to the policyholder. Included in the non-guaranteed category
are policy loans totaling $2.0 billion and $1.7 billion at December 31, 1996 and
1995, 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 $538, $387 and $256 in 1996, 1995 and
1994, respectively.
    
 
   
    The guaranteed separate accounts include modified guaranteed individual
annuity and modified guaranteed life insurance. The average credited interest
rate on these contracts was 6.53% at December 31, 1996. The assets that support
these liabilities were comprised of $10.2 billion in fixed maturities at
December 31, 1996. The portfolios are segregated from other investments and are
managed so as to minimize liquidity and interest rate risk. 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 $0.1 billion in carrying value and $2.4
billion in notional amounts at December 31, 1996.
    
 
   
- ---------------------------------------------------
    
 10. COMMITMENTS AND CONTINGENCIES
 
   
    Under insurance guaranty fund laws existing in each state, the District of
Columbia and Puerto Rico, insurers licensed to do business can be assessed by
state insurance guaranty associations for certain obligations of insolvent
insurance companies to policyholders and claimants. Recent regulatory actions
against certain large life insurers encountering financial difficulty have
prompted various state insurance guaranty associations to begin assessing life
insurance companies for the deemed losses. Most of these laws do provide,
however, that an assessment may be excused or deferred if it would threaten an
insurer's solvency and further provide annual limits on such assessments. A
large part of the assessments paid by the Company's insurance subsidiaries
pursuant to these laws may be used as credits for a portion of the Company's
insurance subsidiaries' premium taxes. The Company paid guaranty fund
assessments of approximately $11, $10 and $8 in 1996, 1995 and 1994,
respectively, of which $5, $6 and $4 were estimated to be creditable against
premium taxes.
    
 
   
    The Company is a defendant in various lawsuits arising in the ordinary
course of business. In the opinion of management, the resolution of these
matters is not expected to have a material adverse effect on the Company's
business, financial position, or results of operations.
    
 
   
    The rent paid to Hartford Fire for the space occupied by the Company was $3
in 1996, 1995, and 1994. The Company expects to pay annual rent of $7 in 1997,
1998, and 1999, respectively, $12 in 2000 and 2001, and $96 thereafter, over the
remaining term of the sublease, which expires on December 31, 2009. Rental
expense is recognized on a level basis over the term of the sublease and
amounted to approximately $8 in 1996, 1995 and 1994.
    
 
   
- ---------------------------------------------------
    
 11. SUBSEQUENT EVENTS
 
   
    On February 10, 1997, Hartford Life filed a registration statement with the
Securities and Exchange Commission relating to the U.S. and international
offerings of shares of Class A common stock (the "Equity Offerings")
representing up to 20% ownership of Hartford Life. After completion of the
Equity Offerings, The Hartford would own all of the shares of Class B Common
Stock (after reclassification of Hartford Life's common stock into Class B
Common Stock prior to March 31, 1997). Hartford Life intends to use the
estimated net proceeds of the Equity Offerings to make a capital contribution to
its insurance subsidiaries, to reduce its third-party indebtedness and for other
general corporate purposes.
    
 
   
    The Hartford has advised the Company that its current intent is to continue
to beneficially own at least 80% of Hartford Life, but it is under no
contractual obligation to do so, except for a limited period. Provided that The
Hartford continues to beneficially own at least 80% of the combined voting power
or the value of the outstanding capital stock of Hartford Life, Hartford Life
will be included for federal income tax purposes in the controlled group of
which The Hartford is the common parent. Each member of a controlled group is
jointly and severally liable for pension funding and pension termination
liabilities of each other member of the controlled group, as well as certain
benefit plan taxes. Accordingly, the Company could be liable for pension
funding, pension termination liabilities and certain other pension related
excise taxes as well as other taxes of another member of The Hartford controlled
group in the event any such liability is incurred, and not discharged, by such
other member.
    
 
   
    In connection with the proposed Equity Offerings, Hartford Life plans to
enter into formal agreements, including a master intercompany agreement,
investment management agreements and a new tax sharing agreement, with The
Hartford covering such matters as corporate services, approval of certain
corporate activities, registration rights, owned and leased space, allocation of
expenses, taxes and liabilities, investment advisory services, use of trademarks
and certain other corporate matters. As part of the master intercompany
agreement, Hartford Life would agree to remit to The Hartford 30% of any shared
liabilities for which The Hartford is responsible in respect of the ITT
Spin-off, 30% of any taxes which may be assessed to The
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
Hartford relating to the ITT Spin-off and will indemnify The Hartford for
certain other tax liabilities. As of December 31, 1996 there was no known
liability associated with the ITT Spin-off. Such agreements are meant to
maintain the relationship between Hartford Life and The Hartford in a manner
consistent in all material respects with past practice. As a result, management
believes these agreements should not have a material impact on the results of
operations of the Company.
    
 
   
    In addition, under insurance company holding laws, agreements between
Hartford Life's insurance subsidiaries and The Hartford must be fair and
reasonable and may be subject to the approval of applicable insurance
commissioners. The agreements will be intended to maintain the relationship
between Hartford Life and The Hartford in a manner generally consistent with
past practices. However, none of these arrangements will result from
arm's-length negotiations and, therefore, the prices charged to Hartford Life
and its subsidiaries for services provided under these arrangements may be
higher or lower than prices that may be charged by third parties.
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
  SCHEDULE I -- SUMMARY OF INVESTMENTS (OTHER THAN INVESTMENTS IN AFFILIATES)
                            AS OF DECEMBER 31, 1996
                                 (IN MILLIONS)
   
<TABLE>
<CAPTION>
                                                                                                               ESTIMATED
                                                                                                                 FAIR
TYPE OF INVESTMENT                                                                                   COST        VALUE
- -------------------------------------------------------------------------------------------------  ---------  -----------
<S>                                                                                                <C>        <C>
Fixed Maturities
Bonds and Notes
  U.S. Government and government agencies and authorities
   (guaranteed sponsored)........................................................................  $     166   $     175
  U.S. Government and government agencies and authorities
   (guaranteed sponsored)--asset-backed..........................................................      1,970       2,003
States, municipalities and political subdivisions................................................        373         368
International governments........................................................................        281         289
Public utilities.................................................................................        877         881
All other corporate including international......................................................      4,656       4,669
All other corporate--asset-backed................................................................      3,601       3,591
Short-term investments...........................................................................      1,655       1,648
                                                                                                   ---------  -----------
Total Fixed Maturities...........................................................................  $  13,579   $  13,624
Equity Securities
Common Stocks--industrial, miscellaneous, and all other..........................................        110         119
Total Fixed Maturities and Equity Securities.....................................................  $  13,689   $  13,743
Other Investments
Policy Loans.....................................................................................      3,836       3,836
Mortgage Loans...................................................................................          2           2
Investments in partnerships and trusts...........................................................         48          48
Futures, options, and miscellaneous..............................................................          6          56
Total Other Investments..........................................................................      3,892       3,942
                                                                                                   ---------  -----------
Total Investments................................................................................  $  17,581   $  17,685
                                                                                                   ---------  -----------
                                                                                                   ---------  -----------
 
<CAPTION>
                                                                                                     AMOUNT AT
                                                                                                    WHICH SHOWN
                                                                                                        ON
TYPE OF INVESTMENT                                                                                 BALANCE SHEET
- -------------------------------------------------------------------------------------------------  -------------
<S>                                                                                                <C>
Fixed Maturities
Bonds and Notes
  U.S. Government and government agencies and authorities
   (guaranteed sponsored)........................................................................   $       175
  U.S. Government and government agencies and authorities
   (guaranteed sponsored)--asset-backed..........................................................         2,003
States, municipalities and political subdivisions................................................           368
International governments........................................................................           289
Public utilities.................................................................................           881
All other corporate including international......................................................         4,669
All other corporate--asset-backed................................................................         3,591
Short-term investments...........................................................................         1,648
                                                                                                   -------------
Total Fixed Maturities...........................................................................   $    13,624
Equity Securities
Common Stocks--industrial, miscellaneous, and all other..........................................           119
Total Fixed Maturities and Equity Securities.....................................................   $    13,743
Other Investments
Policy Loans.....................................................................................         3,836
Mortgage Loans...................................................................................             2
Investments in partnerships and trusts...........................................................            48
Futures, options, and miscellaneous..............................................................             6
Total Other Investments..........................................................................         3,892
                                                                                                   -------------
Total Investments................................................................................   $    17,635
                                                                                                   -------------
                                                                                                   -------------
</TABLE>
    
 
   
    Note: The fair values for short-term investments approximate cost.
    
<PAGE>
                                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
              SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN MILLIONS)
   
<TABLE>
<CAPTION>
                                                                                        FUTURE POLICY
                                                                                      BENEFITS, UNPAID     OTHER POLICY
                                                                                         CLAIMS AND         CLAIMS AND
                                                                   DEFERRED POLICY    CLAIM ADJUSTMENT       BENEFITS
SEGMENT                                                           ACQUISITION COSTS       EXPENSES            PAYABLE
- ----------------------------------------------------------------  -----------------  -------------------  ---------------
<S>                                                               <C>                <C>                  <C>
1996
Investment Products.............................................      $   2,030           $   1,554          $   6,599
Individual Life Insurance.......................................            730                 346              2,160
Employee Benefits...............................................             --                 381              9,834
Corporate Operations............................................             --                  --                 --
Runoff Operations...............................................             --                  --              3,541
                                                                         ------              ------            -------
Consolidated Operations.........................................      $   2,760           $   2,281          $  22,134
                                                                         ------              ------            -------
                                                                         ------              ------            -------
 
1995
Investment Products.............................................      $   1,561           $   1,314          $   6,204
Individual Life Insurance.......................................            615                 706              1,932
Employee Benefits...............................................             12                 325              9,285
Corporate Operations............................................             --                  --                 --
Runoff Operations...............................................             --                  28              5,177
                                                                         ------              ------            -------
Consolidated Operations.........................................      $   2,188           $   2,373          $  22,598
                                                                         ------              ------            -------
                                                                         ------              ------            -------
 
1994
Investment Products.............................................      $   1,244           $     895          $   4,617
Individual Life Insurance.......................................            565                 582              2,543
Employee Benefits...............................................             --                 369              6,911
Corporate Operations............................................             --                  --                 --
Runoff Operations...............................................             --                  44              7,257
                                                                         ------              ------            -------
Consolidated Operations.........................................      $   1,809           $   1,890          $  21,328
                                                                         ------              ------            -------
                                                                         ------              ------            -------
 
<CAPTION>
 
                                                                                      BENEFITS CLAIMS,    AMORTIZATION OF
                                                                    NET REALIZED          AND CLAIM       DEFERRED POLICY
                                                                  CAPITAL (LOSSES)       ADJUSTMENT         ACQUISITION
SEGMENT                                                                 GAINS             EXPENSES             COSTS
- ----------------------------------------------------------------  -----------------  -------------------  ---------------
<S>                                                               <C>                <C>                  <C>
1996
Investment Products.............................................      $      --           $     451          $     175
Individual Life Insurance.......................................             --                 245                 59
Employee Benefits...............................................             --                 546                 --
Corporate Operations............................................              6                  --                 --
Runoff Operations...............................................           (219)                293                 --
                                                                         ------              ------            -------
Consolidated Operations.........................................      $    (213)          $   1,535          $     234
                                                                         ------              ------            -------
                                                                         ------              ------            -------
 
1995
Investment Products.............................................      $      --           $     349          $     117
Individual Life Insurance.......................................             --                 127                 70
Employee Benefits...............................................             --                 496                 --
Corporate Operations............................................            (11)                 33                 --
Runoff Operations...............................................             --                 417                 12
                                                                         ------              ------            -------
Consolidated Operations.........................................      $     (11)          $   1,422          $     199
                                                                         ------              ------            -------
                                                                         ------              ------            -------
 
1994
Investment Products.............................................      $      --           $     383          $      90
Individual Life Insurance.......................................             --                 179                 51
Employee Benefits...............................................             --                 376                 --
Corporate Operations............................................              7                  --                 --
Runoff Operations...............................................             --                 467                  4
                                                                         ------              ------            -------
Consolidated Operations.........................................      $       7           $   1,405          $     145
                                                                         ------              ------            -------
                                                                         ------              ------            -------
 
<CAPTION>
 
                                                                   PREMIUMS AND        NET
                                                                       OTHER       INVESTMENT
SEGMENT                                                           CONSIDERATIONS     INCOME
- ----------------------------------------------------------------  ---------------  -----------
<S>                                                               <C>              <C>
1996
Investment Products.............................................     $     536      $     477
Individual Life Insurance.......................................           287            153
Employee Benefits...............................................           881            485
Corporate Operations............................................            --             75
Runoff Operations...............................................             1            207
                                                                        ------     -----------
Consolidated Operations.........................................     $   1,705      $   1,397
                                                                        ------     -----------
                                                                        ------     -----------
1995
Investment Products.............................................     $     319      $     436
Individual Life Insurance.......................................           246            137
Employee Benefits...............................................           922            351
Corporate Operations............................................            --             67
Runoff Operations...............................................            --            337
                                                                        ------     -----------
Consolidated Operations.........................................     $   1,487      $   1,328
                                                                        ------     -----------
                                                                        ------     -----------
1994
Investment Products.............................................     $     263      $     330
Individual Life Insurance.......................................           268            108
Employee Benefits...............................................           569            350
Corporate Operations............................................            --             23
Runoff Operations...............................................            --            481
                                                                        ------     -----------
Consolidated Operations.........................................     $   1,100      $   1,292
                                                                        ------     -----------
                                                                        ------     -----------
 
                                                                   DIVIDENDS TO       OTHER
SEGMENT                                                            POLICYHOLDERS    EXPENSES
- ----------------------------------------------------------------  ---------------  -----------
<S>                                                               <C>              <C>
1996
Investment Products.............................................     $      --      $     156
Individual Life Insurance.......................................            --             68
Employee Benefits...............................................           635            143
Corporate Operations............................................            --             16
Runoff Operations...............................................            --             44
                                                                        ------     -----------
Consolidated Operations.........................................     $     635      $     427
                                                                        ------     -----------
                                                                        ------     -----------
1995
Investment Products.............................................     $      --      $     115
Individual Life Insurance.......................................            --             55
Employee Benefits...............................................           675            138
Corporate Operations............................................            --             11
Runoff Operations...............................................            --             (2)
                                                                        ------     -----------
Consolidated Operations.........................................     $     675      $     317
                                                                        ------     -----------
                                                                        ------     -----------
1994
Investment Products.............................................     $      --      $     (31)
Individual Life Insurance.......................................            --            107
Employee Benefits...............................................           419            100
Corporate Operations............................................            --             43
Runoff Operations...............................................            --              8
                                                                        ------     -----------
Consolidated Operations.........................................     $     419      $     227
                                                                        ------     -----------
                                                                        ------     -----------
</TABLE>
    
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                           SCHEDULE IV -- REINSURANCE
                                 (IN MILLIONS)
   
<TABLE>
<CAPTION>
                                                          GROSS         CEDED TO        ASSUMED FROM       NET
                                                          AMOUNT    OTHER COMPANIES   OTHER COMPANIES     AMOUNT
                                                        ----------  ----------------  ----------------  ----------
<S>                                                     <C>         <C>               <C>               <C>
Year Ended December 31, 1996
Life Insurance in Force...............................  $  177,094    $    106,146       $   31,957     $  102,905
                                                        ----------        --------          -------     ----------
Insurance Revenues
  Life Insurance and Annuities........................  $    1,801    $        298       $      169     $    1,672
  Accident and Health Insurance.......................          33               4                4             33
                                                        ----------        --------          -------     ----------
Total.................................................  $    1,834    $        302       $      173     $    1,705
                                                        ----------        --------          -------     ----------
                                                        ----------        --------          -------     ----------
For the Year Ended December 31, 1995
Life Insurance in Force...............................  $  182,716    $    112,774       $   26,996     $   96,938
                                                        ----------        --------          -------     ----------
Insurance Revenues
  Life Insurance and Annuities........................  $    1,232    $        325       $      574     $    1,481
  Accident and Health Insurance.......................         313             324               17              6
                                                        ----------        --------          -------     ----------
Total.................................................  $    1,545    $        649       $      591     $    1,487
                                                        ----------        --------          -------     ----------
                                                        ----------        --------          -------     ----------
For the Year Ended December 31, 1994
Life Insurance in Force...............................  $  136,929    $     87,553       $   35,016     $   84,392
                                                        ----------        --------          -------     ----------
Insurance Revenues
  Life Insurance and Annuities........................  $    1,008    $        211       $      294     $    1,091
  Accident and Health Insurance.......................         308             304                5              9
                                                        ----------        --------          -------     ----------
Total.................................................  $    1,316    $        515       $      299     $    1,100
                                                        ----------        --------          -------     ----------
                                                        ----------        --------          -------     ----------
 
<CAPTION>
                                                          PERCENTAGE OF
                                                         AMOUNT ASSUMED
                                                             TO NET
                                                        -----------------
<S>                                                     <C>
Year Ended December 31, 1996
Life Insurance in Force...............................          31.1%
Insurance Revenues
  Life Insurance and Annuities........................          10.1%
  Accident and Health Insurance.......................          12.1%
Total.................................................          10.1%
For the Year Ended December 31, 1995
Life Insurance in Force...............................          27.8%
Insurance Revenues
  Life Insurance and Annuities........................          38.8%
  Accident and Health Insurance.......................         283.3%
Total.................................................          39.7%
For the Year Ended December 31, 1994
Life Insurance in Force...............................          41.5%
Insurance Revenues
  Life Insurance and Annuities........................          26.9%
  Accident and Health Insurance.......................          55.6%
Total.................................................          27.2%
</TABLE>
    
<PAGE>
                                                 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
                 (This page has been left blank intentionally.)
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
                    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 and liabilities of the Bond
Fund Sub-Account, Stock Fund Sub-Account, Money Market Fund Sub-Account,
Advisers Fund Sub-Account, Capital Appreciation Fund Sub-Account, Mortgage
Securities Fund Sub-Account, Index Fund Sub-Account, International Opportunities
Fund Sub-Account, Dividend and Growth Fund Sub-Account, Fidelity VIP Equity
Income Portfolio Sub-Account, Fidelity VIP Overseas Portfolio Sub-Account and
Fidelity VIP II Asset Manager Portfolio Sub-Account (constituting Hartford Life
Insurance Company Separate Account Variable Life Two) (the Accounts) as of
December 31, 1996, and the related statement of operations for the year then
ended and statements of changes in net assets for the year ended December 31,
1996 and the period from inception, August 14, 1995, to December 31, 1995. These
financial statements are the responsibility of the Accounts' management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
    
 
   
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
    
 
   
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Bond Fund Sub-Account,
Stock Fund Sub-Account, Money Market Fund Sub-Account, Advisers Fund
Sub-Account, Capital Appreciation Fund Sub-Account, Mortgage Securities Fund
Sub-Account, Index Fund Sub-Account, International Opportunities Fund
Sub-Account, Dividend and Growth Fund Sub-Account, Fidelity VIP Equity Income
Portfolio Sub-Account, Fidelity VIP Overseas Portfolio Sub-Account and Fidelity
VIP II Asset Manager Portfolio Sub-Account (constituting Hartford Life Insurance
Company Separate Account Variable Life Two) as of December 31, 1996, the results
of its operations for the year then ended and the changes in its net assets for
the year ended December 31, 1996 and the period from inception, August 14, 1995,
to December 31, 1995, in conformity with generally accepted accounting
principles.
    
 
   
                                         ARTHUR ANDERSEN LLP
    
   
Hartford, Connecticut
February 14, 1997
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
 Separate Account Variable Life Two
 
   
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
    
 
   
<TABLE>
<CAPTION>
                                                          MONEY
                            BOND FUND    STOCK FUND    MARKET FUND   ADVISERS FUND
                           SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT
                           -----------   -----------   -----------   -------------
<S>                        <C>           <C>           <C>           <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
    Shares                           210,016
    Cost                          $ 207,615
    Market Value.........  $  209,845        --            --            --
  Hartford Stock Fund,
   Inc.
    Shares                           418,860
    Cost                          $1,591,017
    Market Value.........      --        $1,735,215        --            --
  HVA Money Market Fund,
   Inc.
    Shares                         4,011,957
    Cost                          $4,011,957
    Market Value.........      --            --        $4,011,957        --
  Hartford Advisers Fund,
   Inc.
    Shares                           650,907
    Cost                          $1,318,380
    Market Value.........      --            --            --         $1,412,163
  Hartford Capital
   Appreciation Fund,
   Inc.
    Shares                           592,785
    Cost                          $2,144,337
    Market Value.........      --            --            --            --
  Hartford Mortgage
   Securities Fund, Inc.
    Shares                            41,659
    Cost                          $  43,453
    Market Value.........      --            --            --            --
  Hartford Index Fund,
   Inc.
    Shares                           503,923
    Cost                          $1,088,477
    Market Value.........      --            --            --            --
  Hartford International
   Opportunities Fund,
   Inc.
    Shares                           915,353
    Cost                          $1,230,395
    Market Value.........      --            --            --            --
  Hartford Dividend and
   Growth Fund, Inc.
    Shares                           354,764
    Cost                          $ 510,504
    Market Value.........      --            --            --            --
  Fidelity VIP Equity
   Income Fund
    Shares                            74,513
    Cost                          $1,446,293
    Market Value.........      --            --            --            --
  Fidelity VIP Overseas
   Fund
    Shares                             8,870
    Cost                          $ 158,416
    Market Value.........      --            --            --            --
  Fidelity VIP II Asset
   Manager Fund
    Shares                            18,740
    Cost                          $ 296,387
    Market Value.........      --            --            --            --
  Due from Hartford Life
   Insurance Company.....           5           602       349,108             49
  Receivable from fund
   shares sold...........      --            --            --            --
                           -----------   -----------   -----------   -------------
  Total Assets...........     209,850     1,735,817     4,361,065      1,412,212
                           -----------   -----------   -----------   -------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....      --            --            --            --
  Payable for fund shares
   purchased.............      --               500       349,072        --
                           -----------   -----------   -----------   -------------
  Total Liabilities......      --               500       349,072        --
                           -----------   -----------   -----------   -------------
  Net Assets (variable
   annuity contract
   liabilities)..........  $  209,850    $1,735,317    $4,011,993     $1,412,212
                           -----------   -----------   -----------   -------------
                           -----------   -----------   -----------   -------------
DEFERRED ANNUITY
  CONTRACTS IN THE
  ACCUMULATION PERIOD:
GROUP SUB-ACCOUNTS:
  Units Owned by
   Participants..........     170,124       969,692     3,411,705        903,022
  Unit Price.............  $ 1.233518    $ 1.789555    $ 1.175949     $ 1.563874
</TABLE>
    
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                                                                                   FIDELITY VIP
                                CAPITAL           MORTGAGE                       INTERNATIONAL      DIVIDEND AND      EQUITY
                           APPRECIATION FUND   SECURITIES FUND   INDEX FUND    OPPORTUNITIES FUND   GROWTH FUND    INCOME FUND
                              SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT       SUB-ACCOUNT    SUB-ACCOUNT
                           -----------------   ---------------   -----------   ------------------   ------------   ------------
<S>                        <C>                 <C>               <C>           <C>                  <C>            <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
    Shares                           210,016
    Cost                          $ 207,615
    Market Value.........       --                  --               --              --                 --             --
  Hartford Stock Fund,
   Inc.
    Shares                           418,860
    Cost                          $1,591,017
    Market Value.........       --                  --               --              --                 --             --
  HVA Money Market Fund,
   Inc.
    Shares                         4,011,957
    Cost                          $4,011,957
    Market Value.........       --                  --               --              --                 --             --
  Hartford Advisers Fund,
   Inc.
    Shares                           650,907
    Cost                          $1,318,380
    Market Value.........       --                  --               --              --                 --             --
  Hartford Capital
   Appreciation Fund,
   Inc.
    Shares                           592,785
    Cost                          $2,144,337
    Market Value.........     $2,320,358            --               --              --                 --             --
  Hartford Mortgage
   Securities Fund, Inc.
    Shares                            41,659
    Cost                          $  43,453
    Market Value.........       --               $   43,983          --              --                 --             --
  Hartford Index Fund,
   Inc.
    Shares                           503,923
    Cost                          $1,088,477
    Market Value.........       --                  --           $1,200,230          --                 --             --
  Hartford International
   Opportunities Fund,
   Inc.
    Shares                           915,353
    Cost                          $1,230,395
    Market Value.........       --                  --               --            $1,287,791           --             --
  Hartford Dividend and
   Growth Fund, Inc.
    Shares                           354,764
    Cost                          $ 510,504
    Market Value.........       --                  --               --              --              $  548,968        --
  Fidelity VIP Equity
   Income Fund
    Shares                            74,513
    Cost                          $1,446,293
    Market Value.........       --                  --               --              --                 --          $1,567,001
  Fidelity VIP Overseas
   Fund
    Shares                             8,870
    Cost                          $ 158,416
    Market Value.........       --                  --               --              --                 --             --
  Fidelity VIP II Asset
   Manager Fund
    Shares                            18,740
    Cost                          $ 296,387
    Market Value.........       --                  --               --              --                 --             --
  Due from Hartford Life
   Insurance Company.....            298            --                   16                 1               540          1,039
  Receivable from fund
   shares sold...........       --                  --               --              --                 --             --
                           -----------------   ---------------   -----------   ------------------   ------------   ------------
  Total Assets...........      2,320,656             43,983       1,200,246         1,287,792           549,508      1,568,040
                           -----------------   ---------------   -----------   ------------------   ------------   ------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....       --                        1          --              --                 --             --
  Payable for fund shares
   purchased.............       --                  --               --              --                     500          2,295
                           -----------------   ---------------   -----------   ------------------   ------------   ------------
  Total Liabilities......       --                        1          --              --                     500          2,295
                           -----------------   ---------------   -----------   ------------------   ------------   ------------
  Net Assets (variable
   annuity contract
   liabilities)..........     $2,320,656         $   43,982      $1,200,246        $1,287,792        $  549,008     $1,565,745
                           -----------------   ---------------   -----------   ------------------   ------------   ------------
                           -----------------   ---------------   -----------   ------------------   ------------   ------------
DEFERRED ANNUITY
  CONTRACTS IN THE
  ACCUMULATION PERIOD:
GROUP SUB-ACCOUNTS:
  Units Owned by
   Participants..........      1,329,195             35,531         684,924           860,563           362,266      1,142,697
  Unit Price.............     $ 1.745910         $ 1.237827      $ 1.752378        $ 1.496455        $ 1.515489     $ 1.370219
 
<CAPTION>
                                          FIDELITY VIP
                           FIDELITY VIP        II
                             OVERSEAS        ASSET
                               FUND       MANAGER FUND
                           SUB-ACCOUNT    SUB-ACCOUNT
                           ------------   ------------
<S>                        <C>            <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........      --             --
  Hartford Stock Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........      --             --
  HVA Money Market Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........      --             --
  Hartford Advisers Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........      --             --
  Hartford Capital
   Appreciation Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........      --             --
  Hartford Mortgage
   Securities Fund, Inc.
 
    Shares
 
    Cost
    Market Value.........      --             --
  Hartford Index Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........      --             --
  Hartford International
   Opportunities Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........      --             --
  Hartford Dividend and
   Growth Fund, Inc.
 
    Shares
 
    Cost
    Market Value.........      --             --
  Fidelity VIP Equity
   Income Fund
 
    Shares
 
    Cost
    Market Value.........      --             --
  Fidelity VIP Overseas
   Fund
 
    Shares
 
    Cost
    Market Value.........   $  167,116        --
  Fidelity VIP II Asset
   Manager Fund
 
    Shares
 
    Cost
    Market Value.........      --          $  317,271
  Due from Hartford Life
   Insurance Company.....        4,898        --
  Receivable from fund
   shares sold...........      --                  17
                           ------------   ------------
  Total Assets...........      172,014        317,288
                           ------------   ------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....      --               4,447
  Payable for fund shares
   purchased.............        4,954        --
                           ------------   ------------
  Total Liabilities......        4,954          4,447
                           ------------   ------------
  Net Assets (variable
   annuity contract
   liabilities)..........   $  167,060     $  312,841
                           ------------   ------------
                           ------------   ------------
DEFERRED ANNUITY
  CONTRACTS IN THE
  ACCUMULATION PERIOD:
GROUP SUB-ACCOUNTS:
  Units Owned by
   Participants..........      137,419        247,940
  Unit Price.............   $ 1.215706     $ 1.261761
</TABLE>
    
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
 SEPARATE ACCOUNT VARIABLE LIFE TWO
 
   
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
    
 
   
<TABLE>
<CAPTION>
                                                          MONEY
                            BOND FUND    STOCK FUND    MARKET FUND   ADVISERS FUND
                           SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT
                           -----------   -----------   -----------   -------------
<S>                        <C>           <C>           <C>           <C>
INVESTMENT INCOME:
  Dividends..............     $4,617       $  9,981      $ 56,534      $ 16,365
                           -----------   -----------   -----------   -------------
    Net investment income
     (loss)..............      4,617          9,981        56,534        16,365
                           -----------   -----------   -----------   -------------
  Capital gains income...     --             --            --            --
                           -----------   -----------   -----------   -------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........          9            (88)       --               975
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      2,231        144,184        --            93,783
                           -----------   -----------   -----------   -------------
    Net realized and
     unrealized gain
     (loss) on
     investments.........      2,240        144,096        --            94,758
                           -----------   -----------   -----------   -------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....     $6,857       $154,077      $ 56,534      $111,123
                           -----------   -----------   -----------   -------------
                           -----------   -----------   -----------   -------------
</TABLE>
    
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                                                                                    FIDELITY
                                                                                                                      VIP
                                                                                                                     EQUITY
                                CAPITAL           MORTGAGE                       INTERNATIONAL      DIVIDEND AND     INCOME
                           APPRECIATION FUND   SECURITIES FUND   INDEX FUND    OPPORTUNITIES FUND   GROWTH FUND    PORTFOLIO
                              SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT       SUB-ACCOUNT    SUB-ACCOUNT
                           -----------------   ---------------   -----------   ------------------   ------------   ----------
<S>                        <C>                 <C>               <C>           <C>                  <C>            <C>
INVESTMENT INCOME:
  Dividends..............      $  5,970           $  1,084         $ 9,179          $  9,122           $4,704       $ --
                               --------             ------       -----------         -------        ------------   ----------
    Net investment income
     (loss)..............         5,970              1,084           9,179             9,122            4,704         --
                               --------             ------       -----------         -------        ------------   ----------
  Capital gains income...       --                 --               --              --                 --             --
                               --------             ------       -----------         -------        ------------   ----------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........           512            --                2,901               296              938             77
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       176,020                530         111,747            57,397           38,465        120,671
                               --------             ------       -----------         -------        ------------   ----------
    Net realized and
     unrealized gain
     (loss) on
     investments.........       176,532                530         114,648            57,693           39,403        120,748
                               --------             ------       -----------         -------        ------------   ----------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....      $182,502           $  1,614         $123,827         $ 66,815           $44,107      $120,748
                               --------             ------       -----------         -------        ------------   ----------
                               --------             ------       -----------         -------        ------------   ----------
 
<CAPTION>
 
                           FIDELITY
                             VIP       FIDELITY VIP II
                           OVERSEAS     ASSET MANAGER
                           PORTFOLIO      PORTFOLIO
                           SUB-ACCOUNT    SUB-ACCOUNT
                           --------   ------------------
<S>                        <C>        <C>
INVESTMENT INCOME:
  Dividends..............   $--            $--
                           --------        -------
    Net investment income
     (loss)..............    --            --
                           --------        -------
  Capital gains income...    --            --
                           --------        -------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........        7            (450)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................    8,702          20,884
                           --------        -------
    Net realized and
     unrealized gain
     (loss) on
     investments.........    8,709          20,434
                           --------        -------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....   $8,709         $20,434
                           --------        -------
                           --------        -------
</TABLE>
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
 Separate Account Variable Life Two
 
   
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
    
 
   
<TABLE>
<CAPTION>
                                                             MONEY
                            BOND FUND    STOCK FUND       MARKET FUND     ADVISERS FUND
                           SUB-ACCOUNT   SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT
                           -----------   -----------   -----------------  -------------
<S>                        <C>           <C>           <C>                <C>
OPERATIONS:
  Net investment income
   (loss)................   $  4,617     $    9,981       $   56,534       $   16,365
  Net realized gain
   (loss) on security
   transactions..........          9            (88)        --                    975
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      2,231        144,184         --                 93,783
                           -----------   -----------   -----------------  -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............      6,857        154,077           56,534          111,123
                           -----------   -----------   -----------------  -------------
UNIT TRANSACTIONS:
  Purchases..............     24,540        128,400       21,595,898          163,384
  Net transfers..........    184,962      1,479,101      (17,911,483)       1,195,723
  Surrenders.............     (2,166)        (4,782)        (350,401)         (21,798)
  Loan withdrawals.......     --            (22,053)         (23,407)         (21,530)
  Cost of insurance......     (4,343)       (21,092)        (286,663)         (14,690)
                           -----------   -----------   -----------------  -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........    202,993      1,559,574        3,023,944        1,301,089
                           -----------   -----------   -----------------  -------------
  Total increase
   (decrease) in net
   assets................    209,850      1,713,651        3,080,478        1,412,212
NET ASSETS:
  Beginning of period....     --             21,666          931,515          --
                           -----------   -----------   -----------------  -------------
  End of period..........   $209,850     $1,735,317       $4,011,993       $1,412,212
                           -----------   -----------   -----------------  -------------
                           -----------   -----------   -----------------  -------------
 
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM INCEPTION, AUGUST 14, 1995, TO DECEMBER 31, 1995
 
                                            MONEY           CAPTIAL
                           STOCK FUND    MARKET FUND   APPRECIATION FUND   INDEX FUND
                           SUB-ACCOUNT   SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT
                           -----------   -----------   -----------------  -------------
OPERATIONS:
  Net investment income
   (loss)................   $      7     $    7,711       $ --             $        7
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................         14         --             --                      6
                           -----------   -----------   -----------------  -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............         21          7,711         --                     13
                           -----------   -----------   -----------------  -------------
UNIT TRANSACTIONS:
  Purchases..............     --          1,795,344         --                --
  Net transfers..........     21,645       (824,475)         122,583           47,913
  Surrenders.............     --            (47,065)        --                --
  Cost of insurance and
   other fees............     --             --             --                --
                           -----------   -----------   -----------------  -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     21,645        923,804          122,583           47,913
                           -----------   -----------   -----------------  -------------
  Total increase
   (decrease) in net
   assets................     21,666        931,515          122,583           47,926
NET ASSETS:
  Beginning of period....     --             --             --                --
                           -----------   -----------   -----------------  -------------
  End of period..........   $ 21,666     $  931,515       $  122,583       $   47,926
                           -----------   -----------   -----------------  -------------
                           -----------   -----------   -----------------  -------------
</TABLE>
    
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                               CAPTIAL           MORTGAGE                   INTERNATIONAL    DIVIDEND     FIDELITY VIP
                             APPRECIATION       SECURITIES                  OPPORTUNITIES       AND          EQUITY
                                 FUND              FUND        INDEX FUND       FUND        GROWTH FUND   INCOME FUND
                             SUB-ACCOUNT       SUB-ACCOUNT     SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT
                           ----------------   --------------   ----------   -------------   -----------   ------------
<S>                        <C>                <C>              <C>          <C>             <C>           <C>
OPERATIONS:
  Net investment income
   (loss)................  $    5,970         $    1,084       $   9,179    $    9,122      $   4,704     $   --
  Net realized gain
   (loss) on security
   transactions..........         512             --               2,901           296            938             77
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     176,020                530         111,747        57,397         38,465        120,671
                           ----------------      -------       ----------   -------------   -----------   ------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............     182,502              1,614         123,827        66,815         44,107        120,748
                           ----------------      -------       ----------   -------------   -----------   ------------
UNIT TRANSACTIONS:
  Purchases..............     341,337              6,471          50,114        95,211         13,008        116,685
  Net transfers..........   1,756,480             37,915       1,092,579     1,031,056        560,046      1,369,018
  Surrenders.............     (21,886)            (1,050)        (92,837 )      (3,592)       (47,416)       (27,120)
  Loan withdrawals.......     (21,502)            --              --            (8,130)       (12,999)            (4)
  Cost of insurance......     (38,858)              (968)        (21,363 )     (33,663)        (7,738)       (17,752)
                           ----------------      -------       ----------   -------------   -----------   ------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........   2,015,571             42,368       1,028,493     1,080,882        504,901      1,440,827
                           ----------------      -------       ----------   -------------   -----------   ------------
  Total increase
   (decrease) in net
   assets................   2,198,073             43,982       1,152,320     1,147,697        549,008      1,561,575
NET ASSETS:
  Beginning of period....     122,583             --              47,926       140,095         --              4,170
                           ----------------      -------       ----------   -------------   -----------   ------------
  End of period..........  $2,320,656         $   43,982       $1,200,246   $1,287,792      $ 549,008     $1,565,745
                           ----------------      -------       ----------   -------------   -----------   ------------
                           ----------------      -------       ----------   -------------   -----------   ------------
 
                            INTERNATIONAL      FIDELITY VIP
                            OPPORTUNITIES     EQUITY INCOME
                                 FUND              FUND
                             SUB-ACCOUNT       SUB-ACCOUNT
                           ----------------   --------------
OPERATIONS:
  Net investment income
   (loss)................  $   --             $   --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      --                     37
                           ----------------      -------
  Net increase (decrease)
   in net assets
   resulting from
   operations............      --                     37
                           ----------------      -------
UNIT TRANSACTIONS:
  Purchases..............      --                 --
  Net transfers..........     140,095              4,133
  Surrenders.............      --                 --
  Cost of insurance and
   other fees............      --                 --
                           ----------------      -------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     140,095              4,133
                           ----------------      -------
  Total increase
   (decrease) in net
   assets................     140,095              4,170
NET ASSETS:
  Beginning of period....      --                 --
                           ----------------      -------
  End of period..........  $  140,095         $    4,170
                           ----------------      -------
                           ----------------      -------
 
<CAPTION>
                                           FIDELITY VIP
                           FIDELITY VIP         II
                             OVERSEAS     ASSET MANAGER
                               FUND            FUND
                           SUB-ACCOUNT     SUB-ACCOUNT
                           ------------   --------------
<S>                        <C>            <C>
OPERATIONS:
  Net investment income
   (loss)................  $  --          $  --
  Net realized gain
   (loss) on security
   transactions..........          7          (450)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      8,702        20,884
                           ------------   --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............      8,709        20,434
                           ------------   --------------
UNIT TRANSACTIONS:
  Purchases..............     12,350         1,532
  Net transfers..........    146,928       299,311
  Surrenders.............        361        (5,819)
  Loan withdrawals.......     --             --
  Cost of insurance......     (1,288)       (2,617)
                           ------------   --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........    158,351       292,407
                           ------------   --------------
  Total increase
   (decrease) in net
   assets................    167,060       312,841
NET ASSETS:
  Beginning of period....     --             --
                           ------------   --------------
  End of period..........  $ 167,060      $312,841
                           ------------   --------------
                           ------------   --------------
OPERATIONS:
  Net investment income
   (loss)................
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................
  Net increase (decrease)
   in net assets
   resulting from
   operations............
UNIT TRANSACTIONS:
  Purchases..............
  Net transfers..........
  Surrenders.............
  Cost of insurance and
   other fees............
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........
  Total increase
   (decrease) in net
   assets................
NET ASSETS:
  Beginning of period....
  End of period..........
</TABLE>
    
 
<PAGE>
                                                 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                       SEPARATE ACCOUNT VARIABLE LIFE TWO
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996
 
   
- ---------------------------------------------------
    
 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. These financial statements include twelve sub-accounts
which invest solely in Hartford Mutual Funds and Fidelity Mutual Funds (the
Funds). The other ten sub-accounts, which invest in Putnam Variable Trust Funds,
are presented in separate financial statements. Both the Company and the Account
are subject to supervision and regulation by the Department of Insurance of the
State of Connecticut and the SEC. The Account invests deposits by variable life
contractholders of the Company in the 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.
        Dividends and capital gains income are accrued as of the ex-dividend
        date. Capital gains income represents dividends from the Funds which are
        characterized as capital gains under tax regulations.
    
 
   
    b)  SECURITY VALUATION--The investment in shares of the
        Hartford, and Fidelity mutual funds are valued at the closing net asset
        value per share as determined by the appropriate Fund as of December 31,
        1996.
    
 
   
    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 contractholders' accounts in accordance with the
terms of the contracts.
    
<PAGE>
   

Report of Independent Public Accountants

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

We have audited the accompanying statement of assets and liabilities of 
Diversified Income Fund Sub-Account, Global Asset Allocation Fund Sub-
Account, Global Growth Fund Sub-Account, Growth and Income Fund Sub-
Account, High Yield Fund Sub-Account, Money Market Fund Sub-Account, New 
Opportunities Fund Sub-Account, U.S. Government and High Quality Bond 
Fund Sub-Account, Utilities Growth and Income Fund Sub-Account and 
Voyager Fund Sub-Account (constituting Hartford Life Insurance Company 
Putnam Capital Manager Trust Separate Account Variable Life Two) (the 
Account) as of December 31, 1996, and the related statement of 
operations for the year then ended and statements of changes in net 
assets for the year ended December 31, 1996 and 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 audits.

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

In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Diversified 
Income Fund Sub-Account, Global Asset Allocation Fund Sub-Account, 
Global Growth Fund Sub-Account, Growth and Income Fund Sub-Account, High 
Yield Fund Sub-Account, Money Market Fund Sub-Account, New Opportunities 
Fund Sub-Account, U.S. Government and High Quality Bond Fund Sub-
Account, Utilities Growth and Income Fund Sub-Account and Voyager Fund 
Sub-Account (constituting Hartford Life Insurance Company Putnam Capital 
Manager Trust Separate Account Variable Life Two) as of December 31, 
1996, the results of its operations for the year then ended and changes 
in its net assets for the year ended December 31, 1996 and the period 
from inception, August 14, 1995, to December 31, 1995, in conformity 
with generally accepted accounting principles.

                                                 ARTHUR ANDERSEN LLP
Hartford, Connecticut
February 14, 1997

    
<PAGE>
   
<TABLE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT VARIABLE LIFE TWO -- HARTFORD LIFE INSURANCE COMPANY
<CAPTION>
Statement of Assets and Liabilities
- -----------------------------------------------------------------------------------------------------
December 31, 1996       Diversified      Global Asset    Global           Growth          High Yield
                        Income           Allocation      Growth           and Income      Fund
                        Fund             Fund            Fund             Fund            Sub-Account
                        Sub-Account      Sub-Account     Sub-Account      Sub-Account
- -----------------------------------------------------------------------------------------------------
<S>                     <C>              <C>             <C>              <C>             <C>
Assets
Investments:
 .....................................................................................................
Putnam VT Diversified Income Fund
 Shares 5,316
 Cost $58,095
 .....................................................................................................
  Market Value:         $59,911          $     --        $       --       $       --      $     --
 .....................................................................................................
Putnam VT Global Asset Allocation Fund
 Shares 22,320
 Cost $361,596
 .....................................................................................................
  Market Value:              --           385,013                --               --            --
 .....................................................................................................
Putnam VT Global Growth Fund
 Shares 89,239
 Cost $1,412,148
 .....................................................................................................
  Market Value:              --                --         1,506,351               --            --
 .....................................................................................................
Putnam VT Growth and Income Fund
 Shares 65,763
 Cost $1,487,814   
 .....................................................................................................
  Market Value:              --                --                --        1,615,133            --
 .....................................................................................................
Putnam VT High Yield Fund
 Shares 26,909
 Cost $330,249
 .....................................................................................................
  Market Value:              --                --                --               --       348,744
 .....................................................................................................
Putnam VT Money Market Fund
 Shares 200,433
 Cost $200,433
 .....................................................................................................
  Market Value:              --                --                --               --            --
 .....................................................................................................
Putnam VT New Opportunities Fund
 Shares 102,739
 Cost $1,781,382
 .....................................................................................................
  Market Value:              --                --                --               --            --
 .....................................................................................................
Putnam VT U.S. Government and
High Quality Bond Fund
 Shares 70,509
 Cost $897,461
 .....................................................................................................
  Market Value:              --                --                --               --            --
 .....................................................................................................
Putnam VT Utilities Growth and
Income Fund
 Shares 9,582
 Cost $131,216
 .....................................................................................................
  Market Value:              --                --                --               --            --
 .....................................................................................................
Putnam VT Voyager Fund
 Shares 95,062
 Cost $3,032,374
 .....................................................................................................
  Market Value:              --                --                --               --            --
 .....................................................................................................
Due from Hartford Life
 Insurance Company           --                16               316              229             4
- -----------------------------------------------------------------------------------------------------
Total Assets             59,911           385,029         1,506,667        1,615,362       348,748
- -----------------------------------------------------------------------------------------------------
Liabilities
Due to Hartford Life
 Insurance Company           --                --                --               --            --
 .....................................................................................................
Payable for fund shares
 purchased                   --                --               200              225            --
 .....................................................................................................
Total Liabilities            --                --               200              225            --
- -----------------------------------------------------------------------------------------------------
Net Assets (variable
 annuity contract
 liabilities)           $59,911          $385,029        $1,506,467       $1,615,137      $348,748
- -----------------------------------------------------------------------------------------------------


<CAPTION>
Statement of Assets & Liabilities (Continued)
- -----------------------------------------------------------------------------------------------------
December 31, 1996       Money            New             U.S. Govt.       Utilities       Voyager
                        Market           Opportunities   and High         Growth          Fund
                        Fund             Fund            Quality Bond     and Income      Sub-Account
                        Sub-Account      Sub-Account     Fund             Fund
                                                         Sub-Account      Sub-Account
- -----------------------------------------------------------------------------------------------------
<S>                     <C>              <C>             <C>              <C>             <C>
Assets
 .....................................................................................................
Investments:
 .....................................................................................................
Putnam VT Diversified Income Fund
 Shares 5,316
 Cost $58,095
 .....................................................................................................
  Market Value:         $     --         $       --      $     --         $     --        $       --
 .....................................................................................................
Putnam VT Global Asset Allocation Fund
 Shares 22,320
 Cost $361,596
 .....................................................................................................
  Market Value:               --                 --            --               --                --
 .....................................................................................................
Putnam VT Global Growth Fund
 Shares 89,239
 Cost $1,412,148
 .....................................................................................................
  Market Value:               --                 --            --               --                --
 .....................................................................................................
Putnam VT Growth and Income Fund
 Shares 65,763
 Cost $1,487,814
 .....................................................................................................
  Market Value:               --                 --            --               --                --
 .....................................................................................................
Putnam VT High Yield Fund
 Shares 26,909
 Cost $330,249
 .....................................................................................................
  Market Value:               --                 --            --               --                --
 .....................................................................................................
Putnam VT Money Market Fund
 Shares 200,433
 Cost $200,433
 .....................................................................................................
  Market Value:          200,433                 --            --               --                --
 .....................................................................................................
Putnam VT New Opportunities Fund
 Shares 102,739
 Cost $1,781,382
 .....................................................................................................
  Market Value:               --          1,769,161            --               --                --
 .....................................................................................................
Putnam VT U.S. Government and
High Quality Bond Fund
 Shares 70,509
 Cost $897,461
 .....................................................................................................
  Market Value:               --                --       931,423               --                --
 .....................................................................................................
Putnam VT Utilities Growth and
Income Fund
 Shares 9,582
 Cost $131,216
 .....................................................................................................
  Market Value:               --                 --            --          141,815                --
 .....................................................................................................
Putnam VT Voyager Fund
 Shares 95,062
 Cost $3,032,374
  Market Value:               --                 --            --               --         3,092,374
 .....................................................................................................
Due from Hartford Life
 Insurance Company             1                245            --              109               705
- -----------------------------------------------------------------------------------------------------
Total Assets             200,434          1,769,406       931,423          141,924         3,093,079
- -----------------------------------------------------------------------------------------------------
Liabilities
Due to Hartford Life
 Insurance Company            --                 --            82               --                --
 .....................................................................................................
Payable for fund shares
 purchased                    --                 --            --               75               500
 .....................................................................................................
Total Liabilities             --                 --            82               75               500
- -----------------------------------------------------------------------------------------------------
Net Assets (variable
 annuity contract
 liabilities)           $200,434         $1,769,406      $931,341         $141,849        $3,092,579
- -----------------------------------------------------------------------------------------------------
</TABLE>
     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
    
<PAGE>
   
<TABLE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT VARIABLE LIFE TWO -- HARTFORD LIFE INSURANCE COMPANY
<CAPTION>
Statement of Assets and Liablilites (continued)
- ------------------------------------------------------------------------------------------------------------------------
December 31, 1996                                                    Units               Unit                Contract
                                                                     Owned by            Price               Liability
                                                                     Participants
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                 <C>                 <C>
Deferred annuity contracts in the accumulation period:
 Group Sub-Accounts:
 ........................................................................................................................
  Diversified Income Fund Sub-Account                                  4,966             $12.064581              $59,911
 ........................................................................................................................
  Global Asset Allocation Fund Sub-Account                            25,162              15.301933              385,029
 ........................................................................................................................
  Global Growth Fund Sub-Account                                      94,762              15.897325            1,506,467
 ........................................................................................................................
  Growth and Income Fund Sub-Account                                  90,675              17.812315            1,615,137
 ........................................................................................................................
  High Yield Fund Sub-Account                                         24,101              14.470063              348,748
 ........................................................................................................................
  Money Market Fund Sub-Account                                      171,267               1.170296              200,433
 ........................................................................................................................
  New Opportunities Fund Sub-Account                                 119,302              14.831271            1,769,406
 ........................................................................................................................
  U.S. Government and High Quality Bond Fund Sub-Account              74,479              12.504679              931,341
 ........................................................................................................................
  Utilities Growth and Income Fund Sub-Account                         9,576              14.812870              141,849
 ........................................................................................................................
  Voyager Fund Sub-Account                                           168,741              18.327403            3,092,579
- ------------------------------------------------------------------------------------------------------------------------
Grand Total                                                                                                  $10,050,900
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

    
<PAGE>
   
<TABLE>
PUTNAM CAPITAL MANAGER SEPARATE ACCOUNT VARIABLE LIFE TWO -- HARTFORD LIFE INSURANCE COMPANY
<CAPTION>
Statement of Operations
- -------------------------------------------------------------------------------------------------------------------------
For the year ended                                Diversified         Global Asset        Global              Growth
December 31, 1996                                 Income              Allocation          Growth              and Income
                                                  Fund                Fund                Fund                Fund
                                                  Sub-Account         Sub-Account         Sub-Account         Sub-Account
- -------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                 <C>                 <C>                 <C>
Investment income:
 Dividends                                        $   --              $    --             $    --             $     --
 .........................................................................................................................
Net realized and
 unrealized gain (loss)
 on investments:
 .........................................................................................................................
 Net realized gain (loss)
  on security transactions                            23                   23                  22                1,065
 .........................................................................................................................
 Net unrealized
  appreciation
  (depreciation) of
  investments during
  the period                                       1,816               23,416              94,204              127,318
 .........................................................................................................................
 Net gain (loss)
  on investments                                   1,839               23,439              94,226              128,383
- -------------------------------------------------------------------------------------------------------------------------
Net increase
 (decrease) in net
 assets resulting
 from operations                                  $1,839              $23,439             $94,226             $128,383
- -------------------------------------------------------------------------------------------------------------------------


<CAPTION>
Statement of Operations (Continued)
- --------------------------------------------------------------------------------------------------------------------------
For the year ended                                High Yield          Money               New                 U.S. Govt.
December 31, 1996                                 Fund                Market              Opportunities       and High
                                                  Sub-Account         Fund                Fund                Quality Bond
                                                                      Sub-Account         Sub-Account         Fund
                                                                                                              Sub-Account
- --------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                 <C>                 <C>                 <C>
Investment income:
 Dividends                                        $    --             $2,362              $     --            $    --
 ..........................................................................................................................
Net realized and
 unrealized gain (loss)
 on investments:
 ..........................................................................................................................
 Net realized gain (loss)
  on security transactions                            284                 --                   387                184
 ..........................................................................................................................
 Net unrealized
  appreciation
  (depreciation) of
  investments during
  the period                                       18,495                 --               (12,221)            33,963
 ..........................................................................................................................
 Net gain (loss)
  on investments                                   18,779                 --               (11,834)            34,147
- --------------------------------------------------------------------------------------------------------------------------
Net increase
 (decrease) in net
 assets resulting
 from operations                                  $18,779             $2,362              $(11,834)           $34,147
- --------------------------------------------------------------------------------------------------------------------------


<CAPTION>
Statement of Operations (Continued)
- ---------------------------------------------------------------------------------
For the year ended                                Utilities           Voyager
December 31, 1996                                 Growth              Fund
                                                  and Income          Sub-Account
                                                  Fund
                                                  Sub-Account
- ---------------------------------------------------------------------------------
<S>                                               <C>                 <C>
Investment income:
 Dividends                                        $    --             $    --
 .................................................................................
Net realized and
 unrealized gain (loss)
 on investments:
 .................................................................................
 Net realized gain (loss)
  on security transactions                           (545)                  9
 .................................................................................
 Net unrealized
  appreciation
  (depreciation) of
  investments during
  the period                                       10,598              59,940
 .................................................................................
 Net gain (loss)
  on investments                                   10,053              59,949
- ---------------------------------------------------------------------------------
Net increase
 (decrease) in net
 assets resulting
 from operations                                  $10,053             $59,949
- ---------------------------------------------------------------------------------
</TABLE>
     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
    

<PAGE>

   
<TABLE>
PUTNAM CAPITAL MANAGER SEPARATE ACCOUNT VARIABLE LIFE TWO -- HARTFORD LIFE INSURANCE COMPANY
<CAPTION>
Statement of Changes in Net Assets
- -------------------------------------------------------------------------------------------------------------------------
For the year ended                                Diversified         Global Asset        Global              Growth
December 31, 1996                                 Income              Allocation          Growth              and Income
                                                  Fund                Fund                Fund                Fund
                                                  Sub-Account         Sub-Account         Sub-Account         Sub-Account
- -------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                 <C>                 <C>                 <C>
Operations:
 Net investment
  income (loss)                                   $    --             $     --            $       --          $       --
 .........................................................................................................................
 Net realized gain on
  security transactions                                23                   23                    22               1,065
 .........................................................................................................................
 Net unrealized
  appreciation
  (depreciation) of
  investments during
  the period                                        1,816               23,416                94,204             127,318
 .........................................................................................................................
 Net increase (decrease)
  in net assets resulting
  from operations                                   1,839               23,439                94,226             128,383
 .........................................................................................................................
Unit transactions:
 Purchases                                          5,545               46,464               157,447              71,075
 .........................................................................................................................
 Net transfers                                     53,826              314,944             1,150,116           1,496,949
 .........................................................................................................................
 Surrenders                                          (900)              (3,964)               (4,642)            (63,304)
 .........................................................................................................................
 Loan withdrawals                                      --                   --                    --                  --
 .........................................................................................................................
 Cost of insurance                                   (399)             (13,366)              (39,530)            (17,966)
 .........................................................................................................................
 Net increase
  in net assets resulting
  from unit transactions                           58,072              344,078             1,263,391           1,486,754
 .........................................................................................................................
 Total increase
  in net assets                                    59,911              367,517             1,357,617           1,615,137
 .........................................................................................................................
Net assets:
 Beginning of period                                   --               17,512               148,850                  --
- -------------------------------------------------------------------------------------------------------------------------
 End of period                                    $59,911             $385,029            $1,506,467          $1,615,137
- -------------------------------------------------------------------------------------------------------------------------



<CAPTION>
Statement of Changes in Net Assets (Continued)
- --------------------------------------------------------------------------------------------------------------------------
For the year ended                                High Yield          Money               New                 U.S. Govt.
December 31, 1996                                 Fund                Market              Opportunities       and High
                                                  Sub-Account         Fund                Fund                Quality Bond
                                                                      Sub-Account         Sub-Account         Fund
                                                                                                              Sub-Account
- --------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                 <C>                 <C>                 <C>
Operations:
 Net investment
  income (loss)                                   $     --            $  2,362            $       --          $     --
 ..........................................................................................................................
 Net realized gain on
  security transactions                                284                  --                   387               184
 ..........................................................................................................................
 Net unrealized
  appreciation
  (depreciation) of
  investments during
  the period                                        18,495                  --               (12,221)           33,963
 ..........................................................................................................................
 Net increase (decrease)
  in net assets resulting
  from operations                                   18,779               2,362               (11,834)           34,147
 ..........................................................................................................................
Unit transactions:
 Purchases                                          46,744               9,632               181,821            97,098
 ..........................................................................................................................
 Net transfers                                     365,622             189,742             1,648,281           580,013
 ..........................................................................................................................
 Surrenders                                        (73,491)             (2,732)              (23,865)          (22,449)
 ..........................................................................................................................
 Loan withdrawals                                       --                  --                   (4)               --
 ..........................................................................................................................
 Cost of insurance                                  (8,906)               (968)              (24,993)          (37,657)
 ..........................................................................................................................
 Net increase
  in net assets resulting
  from unit transactions                           329,969             195,674             1,781,240           617,005
 ..........................................................................................................................
 Total increase
  in net assets                                    348,748             198,036             1,769,406           651,152
 ..........................................................................................................................
Net assets:
 Beginning of period                                    --               2,398                    --           280,189
- --------------------------------------------------------------------------------------------------------------------------
 End of period                                    $348,748            $200,434            $1,769,406          $931,341
- --------------------------------------------------------------------------------------------------------------------------



<CAPTION>
Statement of Changes in Net Assets (Continued)
- ---------------------------------------------------------------------------------
For the year ended                                Utilities           Voyager
December 31, 1996                                 Growth              Fund
                                                  and Income          Sub-Account
                                                  Fund
                                                  Sub-Account
- ---------------------------------------------------------------------------------
<S>                                               <C>                 <C>
Operations:
 Net investment
  income (loss)                                   $     --            $       --
 .................................................................................
 Net realized gain on
  security transactions                               (545)                    9
 .................................................................................
 Net unrealized
  appreciation
  (depreciation) of
  investments during
  the period                                        10,598                59,940
 .................................................................................
 Net increase (decrease)
  in net assets resulting
  from operations                                   10,053                59,949
 .................................................................................
Unit transactions:
 Purchases                                          30,724               326,269
 .................................................................................
 Net transfers                                     101,621             2,756,875
 .................................................................................
 Surrenders                                            686               (47,111)
 .................................................................................
 Loan withdrawals                                       --                    (4)
 .................................................................................
 Cost of insurance                                  (1,235)              (42,616)
 .................................................................................
 Net increase
  in net assets resulting
  from unit transactions                           131,796             2,993,413
 .................................................................................
 Total increase
  in net assets                                    141,849             3,053,362
 .................................................................................
Net assets:
 Beginning of period                                    --                39,217
- ---------------------------------------------------------------------------------
 End of period                                    $141,849            $3,092,579
- ---------------------------------------------------------------------------------
</TABLE>
    
     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


<PAGE>
   
<TABLE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT VARIABLE LIFE TWO -- HARTFORD LIFE INSURANCE COMPANY
<CAPTION>
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------------------------------------------------------
For the period from inception,          Global Asset       Global             Money              U.S. Govt.          Voyager
August 14, 1995 to December 31, 1995.   Allocation         Growth             Market             and High            Fund
                                        Fund               Fund               Fund               Quality Bond        Sub-Account
                                        Sub-Account        Sub-Account        Sub-Account        Fund
                                                                                                 Sub-Account
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                <C>                <C>                <C>                 <C>
Operations:
 Net investment
  income                                $    --            $     --           $   --             $     --            $    --
 ................................................................................................................................
 Net realized gain on
  security transactions                      --                  --               --                   --                 --
 ................................................................................................................................
 Net unrealized
  appreciation
  of investments
  during the period                          --                  --               --                   --                 60
 ................................................................................................................................
 Net increase in
  net assets resulting
  from operations                            --                  --               --                   --                 60
 ................................................................................................................................
Unit transactions:
 Purchases                                   --                  --               --                   --                 --
 ................................................................................................................................
 Net transfers                           17,512             148,850            2,398              280,189             39,157
 ................................................................................................................................
 Surrenders                                  --                  --               --                   --                 --
 ................................................................................................................................
 Cost of insurance                           --                  --               --                   --                 --
 ................................................................................................................................
 Net increase in
  net assets resulting
  from unit transactions                 17,512             148,850            2,398              280,189             39,157
 ................................................................................................................................
 Total increase
  in net assets                          17,512             148,850            2,398              280,189             39,217
 ................................................................................................................................
Net assets:
 Beginning of period                         --                  --               --                   --                 --
- --------------------------------------------------------------------------------------------------------------------------------
 End of period                          $17,512            $148,850           $2,398             $280,189            $39,217
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

    
<PAGE>
   
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT VARIABLE LIFE TWO -- 
HARTFORD LIFE INSURANCE COMPANY

Notes to Financial Statements
December 31, 1996 

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. These 
financial statements include ten subaccounts which invest solely in the 
Putnam Variable Trust Funds (the Funds). The other twelve sub-accounts, 
which invest in Hartford Mutual Funds and Fidelity Mutual Funds, are 
presented in separate financial statements. Both the Company and the 
Account are subject to supervision and regulation by the Department of 
Insurance of the State of Connecticut and the SEC. The Account invests 
deposits by variable life contractholders of the Company in the various 
mutual funds 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. 
Dividends and capital gains income are accrued as of the ex-dividend 
date. Capital gains income represents dividends from the Funds which are 
characterized as capital gains under tax regulations.

B) Security Valuation -- The investments in shares of the Funds are 
valued at the closing net asset value per share as determined by the 
appropriate Fund as of December 31, 1996.

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, in accordance with the terms of the contracts.

    
<PAGE>

                                PART II

                    CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

    The facing sheet.
   
    The prospectus consisting of 80 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 Hartford Life Insurance Company
          ("Hartford") authorizing the establishment of the Separate Account.(1)
    
    (A2)  Not applicable.
   
    (A3a) Principal Underwriting Agreement.(1)

    (A3b) Forms of Selling Agreements.(1)
    
    (A4)  Not applicable.
   
    (A5)  Form of Flexible Premium Variable Life Insurance Policy.(1)

    (A6a) Certificate of Incorporation of Hartford. 

    (A6b) Bylaws of Hartford.(1)
    
    (A7)  Not applicable.

    (A8)  Not applicable.

    (A9)  Not applicable.

- --------------------------
(1) Incorporated by reference to Post-Effective Amendment No. 1, to the 
Registration Statement File No. 33-89990, dated May 1, 1996.

<PAGE>
   
    (A10) Form of Application for Flexible Premium Variable Life Insurance
          Policies.(1)

    (A11) Memorandum describing transfer and redemption procedures.(1)

(2)  Opinion and consent of Lynda Godkin, General Counsel.
    
(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.

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

(7)  Copy of Power of Attorney.

(8)  Financial Data Schedule.
    

33-89990
Sep Acct VL II

<PAGE>
   
                       REPRESENTATION OF REASONABLENESS OF FEES

Hartford Life Insurance Company ("Hartford") hereby represents that the
aggregate fees and charges under the Policy are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks assumed
by Hartford.
    
                             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. Hartford  undertakes to keep and make available to the Commission upon
   request any documents used to support any representation as to the
   reasonableness of fees.
    
                            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.

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,

<PAGE>

    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 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.

<PAGE>

(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 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, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned thereunto duly authorized, and attested, all in the Town of
Simsbury, and State of Connecticut, on the 10th day of April, 1997.
    
                         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.
    
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 10, 1997
   Director *                                   -------------------
Raymond P. Welnicki, Senior Vice
   President, Director *
Lizabeth H. Zlatkus, Vice President
   Director *

(VL II/33-89990)

<PAGE>
   
                                  EXHIBIT INDEX
                    ........................................

(1) (A6a) Charter of Hartford.

(2)       Opinion and Consent of Lynda Godkin, General Counsel.

(5)       Opinion and Consent of Ken A. McCullum, FSA, MAAA.

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

(7)       Copy of Power of Attorney.

(8)       Financial Data Schedule.
    


<PAGE>


FILING #0001681565 PG 04 OF 05 VOL B-00105
FILED 12/31/1996 10:21 AM PAGE 00680
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE


                           HARTFORD LIFE INSURANCE COMPANY


                                CERTIFICATE AMENDING 
                        RESTATED CERTIFICATE OF INCORPORATION 
            BY ACTIONS OF THE BOARD OF DIRECTORS AND THE SOLE SHAREHOLDER 


1.  The name of the Corporation is  HARTFORD LIFE INSURANCE COMPANY.

2.  The Restated Certificate of Incorporation of the Corporation is amended by
    the following resolution of each of the Board of Directors and the Sole
    Shareholder:

         RESOLVED, that the Restated Certificate of Incorporation of the
         Company, as supplemented and amended to date, is hereby further
         amended by and adding the following Sections 4 and 5.  All other
         sections of the Restated Certificate of Incorporation shall
         remain unchanged and continue in full force and effect.

         "Section 4.    The Board of Directors may, at any time, appoint
                        from among its own members such committees as it
                        may deem necessary for the proper conduct of the
                        business of the Company.  The Board of Directors
                        shall be unrestricted as to the powers it may
                        confer upon such committees."

         "Section 5.    So much of the charter of said corporation, as
                        amended, as is inconsistent herewith is repealed,
                        provided that such repeal shall not invalidate or
                        otherwise affect any action taken pursuant to the
                        charter of the corporation, in accordance with its
                        terms, prior to the effective date of such
                        repeal."

3.  The above resolutions were consented to by the Board of Directors and the
    Sole Shareholder of the Corporation. The number of shares of the
    Corporation's common capital stock entitled to vote thereon was 1,000 and
    the vote required for adoption was 660 shares.  The vote favoring adoption
    was 1,000 shares, which was the greatest vote required to pass the
    resolution.


<PAGE>

                                          2



Dated at Simsbury, Connecticut this 30th day of December, 1996.

We hereby declare, under penalty of false statement, that the statements made in
the foregoing Certificate are true.

                                       HARTFORD LIFE INSURANCE COMPANY


                                        /s/ John P. Ginnetti 
                                       ---------------------------------
                                       John P. Ginnetti,  Executive Vice
                                       President


                                        /s/ Lynda Godkin
                                       ---------------------------------
                                       Lynda Godkin, Associate General Counsel
                                       & Secretary


<PAGE>

                                          3





                 RESTATED CERTIFICATE OF INCORPORATION

                    HARTFORD LIFE INSURANCE COMPANY

         This Restated Certificate of Incorporation gives effect to
the amendment of the Certificate of Incorporation of the corporation
and otherwise purports merely to restate all those provisions
already in effect. This Restated Certificate of Incorporation has
been adopted by the Board of Directors and by the sole shareholder.

         Section 1.  The name of the corporation is Hartford Life
         Insurance Company and it shall have all the powers granted
         by the general statutes, as now enacted or hereinafter
         amended to corporations formed under the Stock Corporation
         Act.

         Section 2.  The corporation shall have the purposes and
         powers to write any and all forms of insurance which any
         other corporation now or hereafter chartered by Connecticut
         and empowered to do an insurance business may now or
         hereafter may lawfully do; to accept and to issue cede
         reinsurance; to issue policies and contracts for any kind
         or combination of kinds of insurance; to policies or
         contracts either with or without participation in profits;
         to acquire and hold any or all of the shares or other
         securities of any insurance corporation; and to engage in
         any lawful act or activity for which corporations may be
         formed under the Stock Corporation Act.  The corporation is
         authorized to exercise the powers herein granted in any
         state, territory or jurisdiction of the United States or in
         any foreign country.

         Section 3.  The capital with which the corporation shall
         commence business shall be an amount not less than one
         thousand dollars.  The authorized capital shall be two
         million five hundred thousand dollars divided into one
         thousand shares of common capital stock with a par value of
         twenty-five hundred dollars each.
<PAGE>

                                          4


         We hereby declare, under the penalties of false statement
that the statements made in the foregoing Certificate are true.

Dated:  February 10, 1982            HARTFORD LIFE INSURANCE COMPANY


                                     By /s/ ROBERT B. GOODE, JR.
                                       ----------------------------
Attest:

/s/ WM. A. MCMAHON
- ----------------------

7342D


<PAGE>
   

                                                                    EXHIBIT 2




                                   THE  [LOGO]
                                   HARTFORD



April 10, 1997                                    Lynda Godkin
                                                  General Counsel & Secretary
                                                  Law Department

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

RE:  SEPARATE ACCOUNT VL II
     HARTFORD LIFE INSURANCE COMPANY 
     FILE NO. 33-89990

Dear Sir/Madam:

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

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

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

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

                                   Hartford Life Insurance Companies
                                   200 Hopmeadow Street
                                   Simsbury, CT 06089
                                   860 843 3153
                                   860 843 8665 Fax

                                   Mailing Address:  P.O. Box 2999
                                   Hartford, CT  06104-2999
    
<PAGE>
   
Board of Directors
Hartford Life Insurance Company
April 10, 1997
Page 2


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

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

Sincerely,

/s/ Lynda Godkin

Lynda Godkin
    



<PAGE>

                                                                    EXHIBIT 5


   
[LOGO]
ITT HARTFORD                               ITT HARTFORD LIFE INSURANCE COMPANIES

      KEN A. MCCULLUM, FSA, MAAA           200 Hopmeadow Street
      Assistant Vice President             Simsbury, CT  06089
      Individual Life Product Development  Mailing Address: P.O. Box 2999
                                           Hartford, CT  06104-2999
                                           Telephone (860) 843-3169
                                           Fax (860) 843-5859

April 1, 1997
    


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

This opinion is furnished in connection with the Form S-6 Registration Statement
under the Securities Act of 1933, as amended ("Securities Act"), of a certain
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 Form S-6 Registration
Statement accurately reflect reasonable estimates of projected performance of
the Policy under the stipulated rates of investment return, the contractual
expense deductions and guaranteed cost-of-insurance rates, and utilizing a
reasonable estimation for expected fund operating expenses.

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

Very truly yours,

/s/ Ken A. McCullum

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

HLIC/Stag VL II



<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
April 14, 1997


<PAGE>

                           HARTFORD LIFE INSURANCE COMPANY
                                         AND
                     HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY

                                  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, Marianne O'Doherty,
and Margaret E. Hankard 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 and Hartford Life and
Accident Insurance Company 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                          /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. Ginetti                           /s/Lizabeth H. Zlatkus
- ---------------------------------------       ----------------------------------
           John P. Ginnetti                             Lizabeth H. Zlatkus


        /s/Thomas M. Marra
- ---------------------------------------
           Thomas M. Marra




Dated:  December 3, 1996
       -------------------

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000940421
<NAME> HARTFORD LIFE SEPARATE ACCOUNT VLII
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       23,739,998
<INVESTMENTS-AT-VALUE>                      24,872,253
<RECEIVABLES>                                  358,198
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              25,230,451
<PAYABLE-FOR-SECURITIES>                       358,320
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        4,530
<TOTAL-LIABILITIES>                            362,850
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                24,867,601
<DIVIDEND-INCOME>                              119,918
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                   1,685
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                        119,918
<REALIZED-GAINS-CURRENT>                         6,629
<APPREC-INCREASE-CURRENT>                    1,132,143
<NET-CHANGE-FROM-OPS>                        1,258,690
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      23,111,482
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                            0.000
<PER-SHARE-NII>                                  0.000
<PER-SHARE-GAIN-APPREC>                          0.000
<PER-SHARE-DIVIDEND>                             0.000
<PER-SHARE-DISTRIBUTIONS>                        0.000
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              0.000
<EXPENSE-RATIO>                                  0.000
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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