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<SEC-DOCUMENT>0000948572-02-000009.txt : 20020415
<SEC-HEADER>0000948572-02-000009.hdr.sgml : 20020415
ACCESSION NUMBER:		0000948572-02-000009
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		12
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020320

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HARTFORD FINANCIAL SERVICES GROUP INC/DE
		CENTRAL INDEX KEY:			0000874766
		STANDARD INDUSTRIAL CLASSIFICATION:	INSURANCE AGENTS BROKERS & SERVICES [6411]
		IRS NUMBER:				133317783
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13958
		FILM NUMBER:		02579593

	BUSINESS ADDRESS:	
		STREET 1:		HARTFORD PLZ
		CITY:			HARTFORD
		STATE:			CT
		ZIP:			06115
		BUSINESS PHONE:		8605475000

	MAIL ADDRESS:	
		STREET 1:		HARTFORD PLAZA T-15
		CITY:			HARTFORD
		STATE:			CT
		ZIP:			06115

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ITT HARTFORD GROUP INC /DE
		DATE OF NAME CHANGE:	19930328
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>b10kdec01.txt
<DESCRIPTION>THE HARTFORD FINANCIAL SERVICES GROUP, INC.
<TEXT>
================================================================================

                                    FORM 10-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------



(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
    OF 1934
        For the fiscal year ended December 31, 2001

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934

        For the transition period from ____________ to ______________

                         Commission file number 0-19277

                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                          13-3317783
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                          Identification Number)

                HARTFORD PLAZA, HARTFORD, CONNECTICUT 06115-1900
                    (Address of principal executive offices)

                                 (860) 547-5000
              (Registrant's telephone number, including area code)

Securities  registered pursuant to Section 12(b) of the Act: the following,  all
of which are registered on the New York Stock Exchange, Inc.:

        Common Stock,  par value $0.01 per share
        6.375% Notes due November 1, 2002
        7.75% Notes due June 15, 2005
        6.375%  Notes due November 1, 2008
        7.90% Notes due June 15, 2010
        7.30% Debentures due November 1, 2015
        7.70%  Cumulative  Quarterly Income Preferred Securities,  Series A,
          issued by Hartford Capital I
        7.45% Trust Originated Preferred Securities, Series C, issued by
          Hartford Capital III

Securities registered pursuant to Section 12 (g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of February 28, 2002,  there were  outstanding  246,259,394  shares of Common
Stock, $0.01 par value per share, of the registrant.  The aggregate market value
of the  shares of Common  Stock held by  non-affiliates  of the  registrant  was
$16,099,428,325  based on the  closing  price of $67.00  per share of the Common
Stock on the New York Stock Exchange on February 28, 2002.

                      Documents Incorporated by Reference:

Portions of the  Registrant's  definitive  proxy  statement  for its 2002 annual
meeting of shareholders  are  incorporated by reference in Part III of this Form
10-K.

================================================================================

<PAGE>
                                    CONTENTS



        ITEM    DESCRIPTION                                                 PAGE

PART I    1     Business of The Hartford                                       2
          2     Properties                                                    14
          3     Legal Proceedings                                             14
          4     Submission of Matters to a Vote of Security Holders           14

PART II   5     Market for The Hartford's Common Stock and Related
                Stockholder Matters                                           14
          6     Selected Financial Data                                       15
          7     Management's Discussion and Analysis of Financial
                Condition and Results of Operations                           16
          7A    Quantitative and Qualitative Disclosures About Market Risk    53
          8     Financial Statements and Supplementary Data                   53
          9     Changes in and Disagreements with Accountants on Accounting
                and Financial Disclosure                                      53

PART III  10    Directors and Executive Officers of The Hartford              53
          11    Executive Compensation                                        53
          12    Security Ownership of Certain Beneficial Owners
                and Management                                                53
          13    Certain Relationships and Related Transactions                53

PART IV   14    Exhibits, Financial Statements, Schedules and Reports
                on Form 8-K                                                   53
                Signatures                                                  II-1
                Exhibits Index                                              II-2

<PAGE>


PART I

ITEM 1.  BUSINESS OF THE HARTFORD
(DOLLAR AMOUNTS IN MILLIONS, EXCEPT FOR SHARE DATA, UNLESS OTHERWISE STATED)

GENERAL

The Hartford  Financial  Services Group,  Inc.  (together with its subsidiaries,
"The  Hartford" or the  "Company")  is a  diversified  insurance  and  financial
services  company.  The Hartford,  headquartered  in  Connecticut,  is among the
largest providers of investment products,  individual life, group life and group
disability  insurance products,  and property and casualty insurance products in
the United  States.  Hartford Fire  Insurance  Company,  founded in 1810, is the
oldest  of The  Hartford's  subsidiaries.  The  Hartford  writes  insurance  and
reinsurance  in the United  States and  internationally.  At December  31, 2001,
total assets and total stockholders'  equity of The Hartford were $181.2 billion
and $9.0 billion, respectively.

ORGANIZATION

The Hartford  strives to maintain  and enhance its  position as a market  leader
within the financial  services industry and to maximize  shareholder  value. The
Company  pursues a strategy of  developing  and selling  diverse and  innovative
products through multiple  distribution  channels,  continuously  developing and
expanding  those  distribution  channels,  achieving cost  efficiencies  through
economies  of  scale  and  improved  technology,   maintaining   effective  risk
management and prudent  underwriting  techniques and  capitalizing  on its brand
name  and  customer  recognition  of The  Hartford  Stag  Logo,  one of the most
recognized symbols in the financial services industry.

As  a  holding  company  that  is  separate  and  distinct  from  its  insurance
subsidiaries,  The Hartford  Financial  Services Group,  Inc. has no significant
business operations of its own.  Therefore,  it relies on the dividends from its
insurance company subsidiaries, which are primarily domiciled in Connecticut, as
the  principal  source  of  cash  flow  to  meet  its  obligations.   Additional
information  regarding  the  cash  flow  and  liquidity  needs  of The  Hartford
Financial  Services  Group,  Inc.  may be found  in the  Capital  Resources  and
Liquidity section of Management's Discussion and Analysis of Financial Condition
and Results of Operations ("MD&A").

The Company  maintains  a retail  mutual fund  operation,  whereby the  Company,
through   wholly-owned   subsidiaries,   provides   investment   management  and
administrative  services to The  Hartford  Mutual  Funds,  Inc.,  a family of 21
mutual funds.  Investors can purchase "shares" in the mutual funds, all of which
are registered  with the Securities and Exchange  Commission in accordance  with
the  Investment  Company  Act  of  1940.  The  mutual  funds  are  owned  by the
shareholders of those funds and not by the Company.

Pursuant to its initial public  offering of Class A common stock on May 22, 1997
(the "Offering") of Hartford Life, Inc.  ("HLI"),  the holding company parent of
The Hartford's significant life insurance  subsidiaries,  HLI sold to the public
26 million  shares at $28.25 per share and  received  proceeds,  net of offering
expenses,  of $687.  The 26  million  shares  sold in the  Offering  represented
approximately 19% of the equity ownership in HLI. On June 27, 2000, The Hartford
acquired all of the outstanding  shares of HLI that it did not already own ("The
HLI Repurchase"). As a result, HLI again became a wholly-owned subsidiary of The
Hartford.  Additional  information  on The HLI  Repurchase  may be  found in the
Capital  Resources  and  Liquidity  section  of the MD&A and Note 16 of Notes to
Consolidated Financial Statements.

On April 2, 2001,  The  Hartford  acquired  the United  States  individual  life
insurance,  annuity and mutual fund  businesses  of Fortis,  Inc.  (operating as
"Fortis  Financial  Group",  or "Fortis") for $1.12 billion in cash. The Company
effected  the   acquisition   through   several   reinsurance   agreements  with
subsidiaries of Fortis and the purchase of 100% of the stock of Fortis Advisors,
Inc. and Fortis  Investors,  Inc.,  wholly-owned  subsidiaries  of Fortis.  (For
additional  information,  see the Capital Resources and Liquidity section of the
MD&A and Note 18(a) of Notes to Consolidated Financial Statements.)

The Company  has exited its  international  property  and  casualty  businesses.
Accordingly,  in September 2001, The Hartford  entered into an agreement to sell
Hartford  Insurance  Company  (Singapore),  Ltd.  (formerly  People's  Insurance
Company, Ltd. ("Singapore Insurance")).  The sale was completed in January 2002.
On  February  8,  2001,  The  Hartford  completed  the  sale of its  Spain-based
subsidiary,  Hartford Seguros.  On December 22, 2000, The Hartford completed the
sale of its Netherlands-based  Zwolsche Algemeene N.V. ("Zwolsche")  subsidiary.
On  November  16,  1998,   The  Hartford   completed  the  sale  of  its  United
Kingdom-based  London & Edinburgh  Insurance Group,  Ltd. ("London & Edinburgh")
subsidiary.

REPORTING SEGMENTS

The  Hartford  is  organized  into two major  operations:  Life and  Property  &
Casualty. Within these operations, The Hartford conducts business principally in
ten  operating  segments.  Additionally,  all  activities  related  to  The  HLI
Repurchase  and the  minority  interest in HLI for  pre-acquisition  periods are
included in Corporate.

Life, headquartered in Simsbury,  Connecticut, is organized into four reportable
operating  segments:  Investment  Products,  Individual Life, Group Benefits and
Corporate Owned Life Insurance ("COLI"). Life also includes in an Other category
its international  operations,  which are primarily located in Latin America and
Japan,  as  well  as  corporate  items  not  directly  allocable  to  any of its
reportable operating segments, principally interest expense.

Property & Casualty,  headquartered  in Hartford,  Connecticut,  was reorganized
into six  reportable  operating  segments  and,  effective  January 1, 2001,  is
reported as the North  American  underwriting  segments  of Business  Insurance,
Affinity  Personal  Lines,   Personal   Insurance,   Specialty   Commercial  and
Reinsurance; and the Other Operations segment, formerly "International and Other
Operations".

The following is a description  of Life and Property & Casualty  along with each
of their segments,  including a discussion of principal products,  marketing and
distribution  and  competitive  environments.   Additional  information  on  The
Hartford's  reporting  segments may be found in the MD&A and Note 17 of Notes to
Consolidated Financial Statements.

                                     - 2 -
<PAGE>

LIFE

Life's business is conducted by HLI, a leading financial  services and insurance
organization.  Through  Life,  The Hartford  provides (i)  investment  products,
including  variable  annuities,  fixed market value adjusted ("MVA")  annuities,
mutual funds and retirement  plan services for the savings and retirement  needs
of over 1.5 million  customers,  (ii) life  insurance for income  protection and
estate  planning  to  approximately  750,000  customers,  (iii)  group  benefits
products  such as group life and group  disability  insurance for the benefit of
millions of individuals and (iv) corporate owned life insurance,  which includes
life  insurance  policies  purchased by a company on the lives of its employees.
The  Company is one of the largest  sellers of  individual  variable  annuities,
variable life insurance and group disability  insurance in the United States. In
addition,  in 2001 The Hartford Mutual Funds, Inc. reached $12 billion in assets
faster than any other retail-oriented  mutual fund family in history,  according
to  Strategic  Insight.  The  Company's  strong  position  in each  of its  core
businesses  provides  an  opportunity  to  increase  the sale of The  Hartford's
products and services as individuals  increasingly save and plan for retirement,
protect  themselves and their families against disability or death and engage in
estate planning.  In an effort to advance the Company's  strategy of growing its
life and asset  accumulation  businesses,  The Hartford  acquired the individual
life  insurance,  annuity and mutual fund businesses of Fortis on April 2, 2001.
(For additional information,  see the Capital Resources and Liquidity section of
the MD&A and Note 18(a) of Notes to Consolidated Financial Statements).

HLI is among the largest consolidated life insurance groups in the United States
based on  statutory  assets as of December 31,  2000.  In the past year,  Life's
total assets under management, which include $16.8 billion of third-party assets
invested  in the  Company's  mutual  funds,  increased  9% to $168.4  billion at
December  31, 2001 from $155.1  billion at December  31,  2000.  Life  generated
revenues of $6.5 billion,  $6.0 billion and $5.5 billion in 2001, 2000 and 1999,
respectively.  Additionally  Life generated net income of $685, $575 and $467 in
2001, 2000, and 1999, respectively.

CUSTOMER SERVICE, TECHNOLOGY AND ECONOMIES OF SCALE

Life maintains advantageous economies of scale and operating efficiencies due to
its continued growth,  attention to expense and claims management and commitment
to  customer  service  and  technology.  These  advantages  allow the Company to
competitively price its products for its distribution network and policyholders.
The  Company  continues  to achieve  operating  efficiencies  in its  Investment
Products segment.  Operating expenses  associated with the Company's  individual
annuity  products as a percentage of total  individual  annuity  account  values
reduced by nearly half since 1992,  declining  from 43 basis  points to 22 basis
points in 2001. In addition, the Company utilizes computer technology to enhance
communications  within the Company and  throughout its  distribution  network in
order to improve the Company's  efficiency  in marketing,  selling and servicing
its  products  and, as a result,  provides  high-quality  customer  service.  In
recognition  of  excellence  in customer  service for  variable  annuities,  The
Hartford was awarded the 2001 Annuity Service Award by DALBAR Inc., a recognized
independent financial services research organization,  for the sixth consecutive
year.  The  Hartford is the only company to receive  this  prestigious  award in
every year of the award's  existence.  Also, in both 2001 and 2000, The Hartford
Mutual Funds,  Inc. was named the leading mid-sized fund complex in the industry
for top service providers,  according to a survey of broker-dealers conducted by
DALBAR Inc. Additionally,  the Company's Individual Life Division won the DALBAR
award for  service  of life  insurance  customers  in 2001 and was the only life
insurance operation to be recognized with this prestigious award.

RISK MANAGEMENT

Life's  product  designs,  prudent  underwriting  standards and risk  management
techniques protect it against  disintermediation  risk and greater than expected
mortality and  morbidity  experience.  As of December 31, 2001,  the Company had
limited exposure to disintermediation  risk on approximately 97% of its domestic
life  insurance  and  annuity  liabilities  through  the  use of  non-guaranteed
separate   accounts,   MVA  features,   policy  loans,   surrender  charges  and
non-surrenderability   provisions.  The  Company  effectively  utilizes  prudent
underwriting  to  select  and  price  insurance  risks  and  regularly  monitors
mortality  and  morbidity   assumptions  to  determine  if  experience   remains
consistent with these assumptions and to ensure that its product pricing remains
appropriate.  The Company also enforces disciplined claims management to protect
itself against greater than expected morbidity experience.

INVESTMENT PRODUCTS

The Investment Products segment focuses, through the sale of individual variable
and fixed annuities, mutual funds, retirement plan services and other investment
products,  on the  savings  and  retirement  needs  of  the  growing  number  of
individuals who are preparing for retirement or who have already  retired.  From
December 31, 1996 to December 31, 2001, this segment's  assets under  management
grew to $120.3 billion from $55.3 billion,  a five year compounded annual growth
rate of 17%.  Investment  Products  generated  revenues  of $2.5  billion,  $2.4
billion  and  $2.0  billion  in  2001,  2000 and  1999,  respectively,  of which
individual  annuities  accounted  for $1.5  billion  in 2001 and 2000,  and $1.4
billion in 1999. Net income in the Investment  Products  segment was $463,  $424
and $330 in 2001, 2000 and 1999, respectively.

The Hartford sells both variable and fixed individual annuity products through a
wide distribution network of national and regional broker-dealer  organizations,
banks and other financial  institutions and independent financial advisors.  The
Hartford is a market leader in the annuity industry with sales of $10.0 billion,
$10.7  billion  and $10.9  billion  in 2001,  2000 and 1999,  respectively.  The
Hartford was among the largest sellers of individual  variable  annuities in the
United States for 2001,  2000 and 1999 with sales of $9.0 billion,  $9.0 billion
and $10.3 billion,  respectively. In addition, the Company continues to be among
the largest sellers of individual variable annuities through banks in the United
States.

The Company's  total account  value related to individual  annuity  products was
$84.2  billion as of December  31,  2001.  Of this total  account  value,  $74.6
billion,  or 89%,  related to  individual  variable  annuity  products  and $9.6
billion,  or 11%, related primarily to fixed MVA annuity products.  In 2000, the
Company's total account values related to individual  annuity products was $87.2
billion.  Of this  total  account  value,  $78.2

                                     - 3 -
<PAGE>

billion,  or 90%,  related to  individual  variable  annuity  products  and $9.0
billion, or 10%, related primarily to fixed MVA annuity products.

In addition  to its  leading  position in  individual  annuities,  The  Hartford
continues to emerge as a significant participant in the mutual fund business and
is among the top providers of retirement products and services,  including asset
management and plan administration sold to corporations  pursuant to Section 401
of the Internal  Revenue Code of 1986, as amended  (referred to as "401(k)") and
to municipalities  pursuant to Section 457 of the Internal Revenue Code of 1986,
as amended (referred to as "Section 457"). The Company also provides  structured
settlement  contracts,  terminal funding products and other investment  products
such as guaranteed investment contracts ("GICs").

As previously mentioned, The Hartford acquired the individual annuity and mutual
fund businesses of Fortis, Inc. in 2001. This acquisition increased assets under
management in the Company's fast growing mutual fund business by 20%, and helped
solidify the Company's strong position in variable annuities.

Principal Products
- ------------------

Individual   Variable   Annuities   --  The  Hartford   earns  fees,   based  on
policyholders'   account  values,  for  managing  variable  annuity  assets  and
maintaining  policyholder  accounts.  The Company uses specified portions of the
periodic  deposits  paid by a customer to  purchase  units in one or more mutual
funds as directed by the customer who then  assumes the  investment  performance
risks and rewards.  As a result,  variable  annuities  permit  policyholders  to
choose  aggressive  or  conservative   investment   strategies,   as  they  deem
appropriate,  without  affecting  the  composition  and quality of assets in the
Company's  general  account.  These products offer the policyholder a variety of
equity and fixed  income  options,  as well as the ability to earn a  guaranteed
rate of interest in the general  account of the Company.  The Company  offers an
enhanced  guaranteed rate of interest for a specified  period of time (no longer
than twelve months) if the policyholder elects to dollar-cost average funds from
the Company's general account into one or more non-guaranteed separate accounts.
Due to this enhanced rate and the  volatility  experienced in the overall equity
markets,  this option continues to be popular with policyholders.  Policyholders
may make deposits of varying  amounts at regular or irregular  intervals and the
value of these assets  fluctuates in accordance with the investment  performance
of the funds selected by the policyholder. To encourage persistency, many of the
Company's  individual variable annuities are subject to withdrawal  restrictions
and surrender  charges.  Surrender  charges range initially from 5% to 8% of the
contract's  initial  deposit less  withdrawals,  and reduce to zero on a sliding
scale, usually within seven policy years.  Volatility  experienced by the equity
markets over the past few years did not cause a significant increase in variable
annuity surrenders,  demonstrating that policyholders are generally aware of the
long-term nature of these products.  Individual  variable annuity account values
of $74.6 billion as of December 31, 2001,  have grown  significantly  from $13.1
billion as of December 31,  1994,  due to strong net cash flow,  resulting  from
high levels of sales,  low levels of surrenders and equity market  appreciation.
Approximately 94% and 96% of the individual variable annuity account values were
held in  non-guaranteed  separate  accounts  as of  December  31, 2001 and 2000,
respectively.

The  assets  underlying  the  Company's  variable  annuities  are  managed  both
internally and by outside money managers,  while the Company provides all policy
administration  services. The Company utilizes a select group of money managers,
such as Wellington  Management  Company,  LLP  ("Wellington"),  Putnam Financial
Services,  Inc. ("Putnam"),  American Funds, MFS Investment  Management ("MFS"),
Franklin Templeton Group, AIM Investments  ("AIM") and Morgan Stanley Investment
Advisors,  Inc.  All have an  interest in the  continued  growth in sales of the
Company's  products  and greatly  enhance  the  marketability  of the  Company's
annuities  and the  strength of its product  offerings.  The  Director  variable
annuity,  which is managed in part by  Wellington,  continues  to be an industry
leader  in  terms  of  sales.  In  addition,   Hartford  Leaders,   which  is  a
multi-manager   variable  annuity  that  combines  the  product   manufacturing,
wholesaling  and  service  capabilities  of The  Hartford  with  the  investment
management  expertise  of  four  of  the  nation's  most  successful  investment
management organizations: American Funds, Franklin Templeton Group, AIM and MFS,
has quickly emerged as a strong selling product for the Company.

Fixed MVA  Annuities -- Fixed MVA  annuities  are fixed rate  annuity  contracts
which  guarantee a specific  sum of money to be paid in the future,  either as a
lump sum or as monthly  income.  In the event that a  policyholder  surrenders a
policy prior to the end of the guarantee  period,  the MVA feature  increases or
decreases  the cash  surrender  value of the annuity in respect of any  interest
rate decreases or increases,  respectively,  thereby protecting the Company from
losses  due to higher  interest  rates at the time of  surrender.  The amount of
payment will not  fluctuate due to adverse  changes in the Company's  investment
return,  mortality  experience  or expenses.  The  Company's  primary  fixed MVA
annuities  have terms  varying  from one to ten years  with an  average  term of
approximately  eight  years.  Account  values of fixed MVA  annuities  were $9.6
billion and $9.0 billion as of December 31, 2001 and 2000, respectively.

Mutual Funds -- In  September  1996,  The  Hartford  launched a family of retail
mutual  funds  for  which  the  Company  provides   investment   management  and
administrative services. The fund family has grown significantly from 8 funds at
inception  to the  current  offering  of 21 funds.  These  funds are  managed by
Wellington and Hartford Investment Management Company, a wholly-owned subsidiary
of The Hartford. The Company has entered into agreements with over 750 financial
services firms to distribute these mutual funds.

The Company  charges fees to the  shareholders  of the mutual  funds,  which are
recorded as revenue by the Company.  Investors can purchase shares in the mutual
funds, all of which are registered with the Securities and Exchange  Commission,
in  accordance  with the  Investment  Company Act of 1940.  The mutual funds are
owned by the  shareholders  of those funds and not by the Company.  As such, the
mutual fund assets and liabilities,  as well as related investment returns,  are
not reflected in the Company's consolidated  financial statements.  Total retail
mutual fund sales were $5.7 billion, $5.2 billion and $3.3 billion in 2001, 2000
and 1999, respectively.

                                     - 4 -
<PAGE>

Governmental  -- The Company  sells  retirement  plan  products  and services to
municipalities under Section 457 plans. The Company offers a number of different
investment products, including fixed and variable annuities, to the employees in
Section 457 plans.  Generally,  with the variable products,  the Company manages
the fixed income funds and certain other outside money  managers act as advisors
to the equity funds offered in Section 457 plans administered by the Company. As
of December 31, 2001, the Company administered over 3,000 Section 457 plans.

Corporate  -- The  Company  sells  retirement  plan  products  and  services  to
corporations  under  Section  401(k) plans  targeting  the small and medium case
markets.  The Company believes these markets are  under-penetrated in comparison
to the large case market. As of December 31, 2001, the Company administered over
2,400 Section 401(k) plans.

Institutional  Liabilities -- The Company sells structured  settlement contracts
which  provide  for  periodic  payments to an injured  person or survivor  for a
generally determinable number of years, typically in settlement of a claim under
a liability  policy in lieu of a lump sum settlement.  The Company's  structured
settlements  are sold  through  The  Hartford's  Property &  Casualty  insurance
operations as well as specialty brokers.  The Company also markets other annuity
contracts for special purposes such as the funding of terminated defined benefit
pension  plans.  In addition,  the Company  offers GICs and  short-term  funding
agreements.

Section 529 Plans - The Hartford is introducing a tax advantaged college savings
product   (529  plan)  in  early  2002  called   SMART  529.   SMART  529  is  a
state-sponsored  education  savings  program  established  by the  State of West
Virginia  which offers an easy way for both the  residents of West  Virginia and
out-of-state  participants to invest for a college education.  In 1996, Congress
created a  tax-advantaged  college savings program (529 Plan) as part of Section
529 of the Internal  Revenue Code (the  "Code").  The 529 Plan is an  investment
plan  operated by a state,  designed to help  families  save for future  college
costs.  On January 1, 2002,  529 Plans became  federal  tax-exempt for qualified
withdrawals.

SMART 529 is designed to be flexible by allowing investors to choose from a wide
variety  of  investment  portfolios  to  match  their  risk  preference  to help
investors  accumulate  savings for college.  An individual  can open a SMART 529
account for anyone, at any age. The SMART 529 product complements HLI's existing
offering of investment products (mutual funds, variable annuities,  401 (k), 457
and  403  (b)  plans).   It  also  leverages  the  Company's   capabilities   in
distribution,  service and fund  performance.  The Hartford  believes  this is a
significant  market  opportunity and the benefits of investing in 529 plans will
be well received by many Americans saving for college.

Marketing and Distribution
- --------------------------

The Investment Products  distribution network is based on management's  strategy
of  utilizing  multiple  and  competing  distribution  channels  to achieve  the
broadest  distribution to reach target  customers.  The success of the Company's
marketing  and  distribution  system  depends  on its  product  offerings,  fund
performance,  successful  utilization of wholesaling  organizations,  quality of
customer  service,  and relationships  with national and regional  broker-dealer
firms,  banks  and  other  financial  institutions,  and  independent  financial
advisors  (through  which  the sale of the  Company's  individual  annuities  to
customers is consummated).

The  Hartford   maintains  a  distribution   network  of   approximately   1,500
broker-dealers  and  approximately  500 banks.  As of September  30,  2001,  the
Company was selling  products  through 24 of the 25 largest  retail banks in the
United States,  including  proprietary  relationships with 10 of the top 25. The
Company periodically  negotiates  provisions and terms of its relationships with
unaffiliated  parties, and there can be no assurance that such terms will remain
acceptable  to  the  Company  or  such  third  parties.  The  Company's  primary
wholesaler  of its  individual  annuities  and mutual funds is its  wholly-owned
subsidiary,   PLANCO  Financial  Services,  Inc.  and  its  affiliate,   PLANCO,
Incorporated  (collectively  "PLANCO").  PLANCO is one of the  nation's  largest
wholesalers  of individual  annuities  and has played a significant  role in The
Hartford's growth over the past decade. As a wholesaler,  PLANCO distributes The
Hartford's fixed and variable  annuities,  mutual funds, 401(k) plans and single
premium  variable  life  insurance  by  providing  sales  support to  registered
representatives,  financial  planners and  broker-dealers at brokerage firms and
banks across the United States. Owning PLANCO secures an important  distribution
channel for the Company and gives the Company a wholesale  distribution platform
which it can expand in terms of both the number of individuals  wholesaling  its
products and the portfolio of products which they  wholesale.  In addition,  the
Company uses internal  personnel  with  extensive  experience in the Section 457
market, as well as access to the Section 401(k) market, to sell its products and
services in the retirement plan market.

Competition
- -----------

The Investment Products segment competes with numerous other insurance companies
as well as certain banks,  securities  brokerage firms,  investment advisors and
other  financial  intermediaries  marketing  annuities,  mutual  funds and other
retirement-oriented  products.  The 1999  Gramm-Leach-Bliley Act ("the Financial
Services  Modernization Act"), which allows affiliations among banks,  insurance
companies and securities firms, has not precipitated any significant  changes in
bank ownership of insurance  companies.  (For  additional  information,  see the
Regulatory  Matters and  Contingencies  section of the MD&A.)  Product sales are
affected by competitive factors such as investment performance ratings,  product
design, visibility in the marketplace,  financial strength ratings, distribution
capabilities,  levels of charges and  credited  rates,  reputation  and customer
service.

INDIVIDUAL LIFE

The Individual Life segment sells a variety of products including variable life,
universal life,  interest sensitive whole life and term life insurance primarily
to the high end  estate and  business  planning  markets.  The  individual  life
business   acquired  from  Fortis  added  significant  scale  to  the  Company's
Individual  Life  segment,  contributing  to the  significant  increase  in life
insurance in force.  As of December 31, 2001,  life insurance in force increased
60% to $120.3  billion,  from $75.1  billion as of December 31, 2000 and account
values grew 35% to $7.9  billion as of December 31, 2001 from $5.8 billion as of
December 31, 2000.  Revenues  were $890,  $640 and $584 in 2001,  2000 and 1999,
respectively. Net income in the

                                     - 5 -
<PAGE>

Individual  Life  segment  was  $121,  $79  and  $71 in  2001,  2000  and  1999,
respectively.

Principal Products
- ------------------

The trend in the individual life industry has been a shift away from traditional
products  towards  variable life (including  variable  universal life) insurance
products,  in which The Hartford has been on the leading  edge.  In 2001, of the
Company's new sales of individual life insurance,  82% was variable life and 15%
was either  universal  life or interest  sensitive  whole life. The Company also
sold a small amount of term life insurance.

Variable  Life --  Variable  life  insurance  provides  a  return  linked  to an
underlying   investment  portfolio  and  the  Company  allows  policyholders  to
determine their desired asset mix among a variety of underlying mutual funds. As
the return on the investment  portfolio increases or decreases,  as the case may
be,  the death  benefit  or  surrender  value of the  variable  life  policy may
increase or  decrease.  The  Company's  single  premium  variable  life  product
provides a death  benefit to the policy  beneficiary  based on a single  premium
deposit.  The  Company's  second-to-die  products are  distinguished  from other
products in that two lives are insured rather than one, and the policy  proceeds
are paid upon the death of both insureds.  Second-to-die policies are frequently
used in estate  planning,  often to fund  estate  taxes  for a  married  couple.
Variable  life account  values were $4.0 billion and $2.9 billion as of December
31, 2001 and 2000, respectively.

Universal Life and Interest  Sensitive Whole Life -- Universal life and interest
sensitive whole life insurance  coverages provide life insurance with adjustable
rates of return  based on  current  interest  rates.  The  Company  offers  both
flexible and fixed premium policies and provides  policyholders with flexibility
in the  available  coverage,  the timing and amount of premium  payments and the
amount of the death benefit, provided there are sufficient policy funds to cover
all policy charges for the coming period.  The Company also sells universal life
insurance policies with a second-to-die  feature similar to that of the variable
life insurance product offered. Universal life and interest sensitive whole life
account  values were $3.1  billion and $2.1  billion as of December 31, 2001 and
2000, respectively.

Marketing and Distribution
- --------------------------

Consistent with the Company's strategy to access multiple  distribution outlets,
the Individual Life distribution  organization has been developed to penetrate a
multitude of retail sales  channels.  These include  independent  life insurance
sales  professionals;   agents  of  other  companies;   national,  regional  and
independent   broker-dealers;   banks  and  property   and  casualty   insurance
organizations.  The  primary  organization  used  to  wholesale  The  Hartford's
products  to  these  outlets  is a group  of  highly  qualified  life  insurance
professionals  with specialized  training in sophisticated life insurance sales,
particularly as it pertains to estate and business  planning.  These individuals
are generally employees of The Hartford who are managed through a regional sales
office  system.  The  Company has grown this  organization  rapidly the past few
years to over 225  individuals and expects to continue to increase the number of
wholesalers in the future.  The acquisition of the United States individual life
insurance  business of Fortis has broadened the Company's  reach in the emerging
affluent  market  with the  addition  of a retail  broker-dealer  consisting  of
approximately 2,300 registered representatives.

Competition
- -----------

The Individual  Life segment  competes with  approximately  1,800 life insurance
companies  in the  United  States,  as well as  other  financial  intermediaries
marketing  insurance  products.  Competitive factors related to this segment are
primarily the breadth and quality of life insurance  products offered,  pricing,
relationships with third-party  distributors and the quality of underwriting and
customer service.

GROUP BENEFITS

The Group Benefits segment sells group life and group disability  insurance,  as
well as other products,  including stop loss and supplementary medical coverages
to employers and employer  sponsored plans,  accidental death and dismemberment,
travel  accident and other special risk coverage to employers and  associations.
The  Company  also  offers  disability  underwriting,   administration,   claims
processing  services and reinsurance to other insurers and self-funded  employer
plans.  Generally,  policies sold in this segment are term insurance,  typically
with one or two year rate  guarantees.  This  allows  the  Company to adjust the
rates or terms of its  policies  in order to  minimize  the  adverse  effect  of
various market trends. In the disability  market,  the Company focuses on strong
underwriting  and claims  management  to derive a competitive  advantage.  As of
December 31, 2001 and 2000,  the Company had group  disability  reserves of $2.4
billion and $2.0 billion and group life reserves of $706 and $601, respectively.
The Group Benefits segment generated revenues of $2.5 billion,  $2.2 billion and
$2.0 billion in 2001,  2000 and 1999,  respectively,  of which group  disability
insurance  accounted  for $1.1 billion,  $939 and $860 and group life  insurance
accounted  for  $763,  $687 and  $654,  respectively.  Net  income  in the Group
Benefits segment was $106, $90 and $79 in 2001, 2000 and 1999, respectively.

Principal Products
- ------------------

Group  Disability  -- The  Hartford  is one of the largest  participants  in the
"large case" market of the group disability  insurance business.  The large case
market,  as defined  by the  Company,  generally  consists  of group  disability
policies  covering  over 500 employees in a particular  company.  The Company is
continuing  its focus on the  "small  case" and  "medium  case"  group  markets,
emphasizing  name  recognition  and reputation as well as the Company's  managed
disability approach to claims and  administration.  The Company's efforts in the
group disability market focus on early  intervention,  return-to-work  programs,
reduction of long-term disability claims and successful rehabilitation. Over the
last  several  years,  the focus of new  disability  products  introduced  is to
provide  incentives  for employees to return to  independence.  The Company also
works with  disability  claimants to improve the receipt rate of Social Security
offsets  (i.e.,  reducing  payment of benefits by the amount of Social  Security
payments received).

The Hartford has concentrated on a managed disability approach, which emphasizes
early  claimant  intervention  in an effort to facilitate a disabled  claimant's
return  to work and  thereby  contain  costs.  This  approach,  coupled  with an
individualized  approach to claim servicing,  and an incentive to

                                     - 6 -
<PAGE>

contain costs, leads to an overall reduction in the cost of disability  coverage
for  employers.  The  Company's  short-term  disability  benefit plans provide a
weekly benefit amount  (typically 60% to 70% of the employee's  earned income up
to a specified  maximum  benefit) to insured  employees  when they are unable to
work due to an accident or illness.  Long-term  disability  insurance provides a
monthly  benefit for those extended  periods of time not covered by a short-term
disability  benefit  plan  when  insured  employees  are  unable  to work due to
disability.  Employees may receive total or partial disability benefits. Most of
these policies begin providing benefits following a 90 or 180 day waiting period
and generally  continue  providing  benefits until the employee  reaches age 65.
Long-term  disability  benefits  are paid  monthly and are limited to a portion,
generally  50-70%,  of the  employee's  earned income up to a specified  maximum
benefit.

Group Life -- Group term life insurance  provides term coverage to employees and
their  dependents for a specified period and has no accumulation of cash values.
The  Company  offers  options  for its  basic  group  life  insurance  coverage,
including  portability  of  coverage  and  a  living  benefit  option,   whereby
terminally ill  policyholders  can receive death benefits prior to their deaths.
In  addition,  the  Company  offers  premium  waivers and  accidental  death and
dismemberment coverages to employee groups.

Other -- The Hartford  provides  excess of loss medical  coverage (known as stop
loss  insurance) to employers  who self-fund  their medical plans and pay claims
using the services of a third party  administrator.  The Company  also  provides
Medicare  supplement  insurance,  travel accident,  hospital indemnity and other
coverages (including group life and disability)  primarily to individual members
of various  associations,  as well as employee  groups.  A significant  Medicare
supplement  customer of the company has been the members of the Retired Officers
Association,  an organization consisting of retired military officers.  Congress
recently passed  legislation,  effective in the fourth quarter of 2001,  whereby
retired military officers age 65 and older will receive full medical  insurance,
eliminating the need for Medicare  supplement  insurance.  This legislation will
reduce the Company's premium revenue by approximately $131 in 2002.

Marketing and Distribution
- --------------------------

The Hartford uses an experienced group of Company  employees,  managed through a
regional sales office system,  to distribute  its group  insurance  products and
services  through a variety of  distribution  outlets.  The  Company  intends to
continue  to expand  the  system  over the  coming  years in areas that have the
highest  growth  potential  and  also  will  continue  to  develop   alternative
distribution  channels to sell its products,  such as sales to employers through
brokers,  consultants  and  third-party  administrators  as well as to  multiple
employer groups through its relationships  with trade  associations.  In keeping
with its strategy of  developing  multiple  distribution  channels,  the Company
signed an  agreement  in January 2001 with Wausau  Benefits,  Inc.,  to sell its
group life and group disability products.

Competition
- -----------

Competitive  factors  primarily  affecting  Group  Benefits  are the variety and
quality of products  offered,  the price quoted for coverage and  services,  the
Company's  relationships  with its third-party  distributors  and the quality of
customer  service.   Group  Benefits  competes  with  numerous  other  insurance
companies  and other  financial  intermediaries  marketing  insurance  products.
However,  many of these  businesses  have  relatively high barriers to entry and
there have been very few new entrants over the past few years, while other major
carriers have exited the market.

CORPORATE OWNED LIFE INSURANCE ("COLI")

The  Hartford is a leader in the COLI  market,  which  includes  life  insurance
policies purchased by a company on the lives of its employees,  with the company
or a trust sponsored by the company named as the  beneficiary  under the policy.
Until the Health Insurance Portability and Accountability Act of 1996 ("HIPA Act
of 1996"), the Company sold two principal types of COLI,  leveraged and variable
products.  Leveraged  COLI is a fixed premium life  insurance  policy owned by a
company or a trust  sponsored by a company.  The HIPA Act of 1996 phased out the
deductibility  of interest on policy  loans under  leveraged  COLI at the end of
1998,  virtually  eliminating all future sales of leveraged COLI.  Variable COLI
continues to be a product used by  employers to fund  non-qualified  benefits or
other postemployment benefit liabilities.

Variable COLI account values were $18.0 billion and $15.9 billion as of December
31, 2001 and 2000, respectively. Leveraged COLI account values decreased to $4.3
billion as of December  31,  2001 from $5.0  billion as of  December  31,  2000,
primarily due to the continuing  effects of the HIPA Act of 1996. COLI generated
revenues  of $719,  $767 and $831 in 2001,  2000 and  1999,  respectively.  COLI
generated net income of $37, $34 and $30 in 2001, 2000 and 1999, respectively.

PROPERTY & CASUALTY
- -------------------

Property & Casualty provides (1) workers'  compensation,  property,  automobile,
liability,  marine,  agricultural  and bond  coverages  to  commercial  accounts
throughout the United States; (2) professional  liability coverage and directors
and officers  liability  coverage,  as well as excess and surplus lines business
not normally written by standard lines insurers; (3) automobile,  homeowners and
home-based  business coverage to individuals  throughout the United States;  (4)
assumed  reinsurance through  professional  reinsurance brokers covering various
property,  casualty, specialty and marine classes of business; and (5) insurance
related services.

The Hartford has the tenth largest property and casualty insurance  operation in
the United States based on written premiums for the year ended December 31, 2000
according to A.M. Best.  Property & Casualty generated revenues of $8.6 billion,
$8.7 billion and $8.0 billion,  in 2001,  2000 and 1999,  respectively.  Written
premiums  for 2001,  2000 and 1999  were $7.6  billion,  $7.0  billion  and $6.4
billion, respectively. Additionally, net income (loss) was $(115), $494 and $481
for 2001, 2000 and 1999, respectively.  Excluding the impact of the September 11
terrorist attack ("September 11"), Property & Casualty generated $8.7 billion in
revenues, $7.7 billion in written premiums and $305 in net income in 2001. Total
assets for Property & Casualty were $28.8 billion as of December 31, 2001.  (For
a discussion  of the impact of September 11 and  terrorism  exposures,  see MD&A
under Property & Casualty and Capital Resources and Liquidity sections.)

                                     - 7 -
<PAGE>

The Hartford's Property & Casualty operation was reorganized into six reportable
operating  segments  and,  effective  January 1, 2001,  is reported as the North
American underwriting  segments of Business Insurance,  Affinity Personal Lines,
Personal  Insurance,   Specialty  Commercial  and  Reinsurance;  and  the  Other
Operations segment, formerly "International and Other Operations". Also reported
within  Property & Casualty  is North  American,  which  includes  the  combined
underwriting  results of the North  American  underwriting  segments  along with
income and expense items not directly  allocable to these segments,  such as net
investment  income,  net  realized  capital  gains and  losses,  other  expenses
including interest, and income taxes.

BUSINESS INSURANCE

Business  Insurance  provides standard  commercial  insurance  coverage to small
("Select  Customer")  and  mid-sized  ("Key  Accounts")   commercial  businesses
throughout  the United  States.  This  segment  also  provides  commercial  risk
management  products  and  services to small and  mid-sized  members of affinity
groups in addition to marine coverage.  The segment had written premiums of $2.9
billion, $2.4 billion and $2.2 billion in 2001, 2000 and 1999, respectively, and
underwriting  losses of $242 ($3 of underwriting  income excluding the impact of
September 11), $50 and $123 in 2001, 2000 and 1999, respectively.

Principal Products
- ------------------

The  Business   Insurance  segment  offers  workers'   compensation,   property,
automobile, liability, umbrella and marine coverages. Commercial risk management
products  and  services  are also  provided  to small and  mid-sized  members of
affinity groups.

Marketing and Distribution
- --------------------------

Business  Insurance  provides  insurance  products and services through its home
office located in Hartford,  Connecticut,  and multiple domestic regional office
locations and insurance  centers.  The segment  markets its products  nationwide
utilizing a variety of distribution  networks  including  independent  agents as
well as wholesalers and direct marketing through trade  associations,  customers
of financial  institutions and employee groups.  Independent  agents,  who often
represent other companies as well, are compensated on a commission basis and are
not employees of The Hartford.

AFFINITY PERSONAL LINES

Affinity Personal Lines provides  insurance  coverage to individuals  throughout
the United States.  Affinity  Personal Lines is organized to provide  customized
products and services to the following markets: the membership of AARP through a
direct marketing operation; customers of Sears, Roebuck & Co. ("Sears") and Ford
Motor Company and Ford Motor Credit Company  (collectively,  "Ford"); as well as
customers  of  financial  institutions  through  an  affinity  center.  Affinity
Personal  Lines also  operates  a member  contact  center  for health  insurance
products  offered through AARP's Health Care Options.  The Hartford's  exclusive
licensing  arrangement with AARP, which was renewed during the fourth quarter of
2001,  continues  through  January  1,  2010  for  automobile,   homeowners  and
home-based  business.  The Health Care Options agreement continues through 2007.
These agreements  provide Affinity Personal Lines with an important  competitive
advantage.  Affinity  Personal Lines had written premiums of $1.8 billion,  $1.7
billion  and $1.5  billion in 2001,  2000 and 1999,  respectively.  Underwriting
income (loss) for 2001, 2000 and 1999 was $(39),  ($(36) excluding the impact of
September 11), $17 and $19, respectively.

Principal Products
- ------------------

Affinity Personal Lines provides automobile,  homeowners and home-based business
coverages to individuals  across the United States,  including a special program
designed exclusively for members of AARP.

Marketing and Distribution
- --------------------------

Affinity  Personal Lines reaches diverse markets through  multiple  distribution
channels  including  direct mail, the Internet and advertising in  publications.
The segment  markets  directly to the over 34 million members of AARP as well as
other affinity groups.

PERSONAL INSURANCE

Personal Insurance  provides  insurance  coverage to individuals  throughout the
United States.  Personal Insurance is organized to provide  customized  products
and services to customers who prefer local agent  involvement  through a network
of  independent  agents  in  the  standard  personal  lines  market  and  in the
non-standard  automobile market through the Company's Omni Insurance Group, Inc.
("Omni")  subsidiary.  Personal  Insurance had written premiums of $1.0 billion,
$988 and $943 in 2001, 2000 and 1999,  respectively.  Underwriting income (loss)
for 2001, 2000 and 1999 was $(48) (($42)  excluding the impact of September 11),
$(15) and $15, respectively.

Principal Products
- ------------------

Personal Insurance provides standard and non-standard automobile, homeowners and
home-based business coverages to individuals across North America.

Marketing and Distribution
- --------------------------

Personal  Insurance  provides  customized  products  and  services to  customers
through a network of  independent  agents in the standard  personal lines market
and in the non-standard  automobile market through Omni. Independent agents, who
often represent  other companies as well, are compensated on a commission  basis
and are not employees of The Hartford.

SPECIALTY COMMERCIAL

Specialty  Commercial provides a wide variety of property and casualty insurance
products and services  through  retailers and  wholesalers  to large  commercial
clients and insureds  requiring a variety of specialized  coverages.  Excess and
surplus lines coverages not normally  written by standard line insurers are also
provided,  primarily through wholesale brokers. Specialty Commercial had written
premiums of $989 ($996  excluding the impact of September  11), $1.1 billion and
$954 in 2001, 2000 and 1999, respectively,  and underwriting losses of $262 ($95
excluding  the impact of  September  11),  $103 and $48 in 2001,  2000 and 1999,
respectively.

                                     - 8 -
<PAGE>

Principal Products
- ------------------

The  Specialty  Commercial  segment  offers a variety  of  customized  insurance
products  and risk  management  services  in  addition  to  standard  commercial
insurance including workers'  compensation,  casualty,  automobile and liability
coverages to large-sized  companies.  Specialty  Commercial  also provides bond,
professional liability and agricultural coverages, as well as excess and surplus
lines coverages not normally written by standard lines insurers.

Marketing and Distribution
- --------------------------

Specialty  Commercial  provides insurance products and services through its home
office  located in  Hartford,  Connecticut  and multiple  domestic  regional and
district office locations. The segment markets its products nationwide utilizing
a variety of distribution  networks including  independent agents and brokers as
well as wholesalers.  Independent agents, who often represent other companies as
well,  are  compensated  on a  commission  basis  and are not  employees  of The
Hartford.

REINSURANCE

The  Hartford  assumed  reinsurance  worldwide  through  its  thirteen  Hartford
Reinsurance  Company  ("HartRe")  offices and wrote treaty  reinsurance  through
professional reinsurance brokers covering various property,  casualty, specialty
and marine  classes of  business  until the fourth  quarter of 2001.  In October
2001,   HartRe  announced  a  centralization  of  all  underwriting  and  claims
operations in Hartford,  Connecticut.  While exiting most  international  lines,
HartRe will continue to write worldwide  catastrophe,  Alternative Risk Transfer
("ART") and marine from Hartford.  The Reinsurance  segment had written premiums
of $849 ($918 excluding the impact of September 11), $826 and $703 in 2001, 2000
and 1999,  respectively,  and  underwriting  losses of $375 ($149  excluding the
impact of September 11), $73 and $48 in 2001, 2000 and 1999, respectively.

Principal Products
- ------------------

The  Reinsurance   segment  offers  a  full  range  of  treaty  and  facultative
reinsurance products including property,  casualty,  marine and alternative risk
transfer which includes non-traditional reinsurance products.

Marketing and Distribution
- --------------------------

The Reinsurance segment assumes insurance from other insurers, primarily through
reinsurance brokers in the worldwide reinsurance market.

OTHER OPERATIONS

Property & Casualty's Other Operations currently consist of certain property and
casualty  insurance  operations  of The Hartford  which have ceased  writing new
business.  These  operations  primarily  include First State Insurance  Company,
located  in  Boston,   Massachusetts;   Heritage  Reinsurance   Company,   Ltd.,
headquartered in Bermuda;  and Excess Insurance Company Limited,  located in the
United  Kingdom.  Also  included in Other  Operations  are Property & Casualty's
international businesses up until their dates of sales.

Property &  Casualty's  international  businesses  have  historically  consisted
primarily of Western European companies offering a variety of insurance products
designed to meet the needs of local customers.  The Company's strategic shift to
emphasize growth opportunities in asset accumulation  businesses has resulted in
the sale of all of its international property and casualty businesses.  London &
Edinburgh,  located in the United Kingdom,  was sold in November 1998. Zwolsche,
located in the Netherlands,  Belgium and Luxembourg,  was sold in December 2000.
Hartford  Seguros,  located in Spain,  was sold in February  2001.  In September
2001,  The Hartford  entered  into an  agreement to sell The Hartford  Insurance
Company (Singapore), Ltd. (formerly People's Insurance Company, Ltd. ("Singapore
Insurance")). The sale was completed in January 2002.

The primary objectives of Other Operations are the proper disposition of claims,
the resolution of disputes, and the collection of reinsurance proceeds primarily
related  to  policies  written  and  reinsured  prior  to 1985.  As such,  Other
Operations  has no new  product  sales,  distribution  systems,  or  competitive
issues.

The Other Operations  segment generated revenues of $168, $602 and $661 in 2001,
2000 and 1999, respectively. Net income for 2001, 2000 and 1999 was $10, $28 and
$33, respectively.

PROPERTY & CASUALTY COMPETITION

The  commercial  insurance  industry  continues to be a highly  challenging  and
competitive  environment  in which The Hartford  competes  with other  insurance
companies, self insurers and other underwriting organizations.  This competitive
environment is created by price competition,  consolidation and globalization of
companies,  exploration and utilization of alternative  distribution  techniques
and emphasis on cost containment and reduction.  Additionally,  September 11 has
created an ambiguous  environment and economic uncertainty as federal backing in
the  event of  future  terrorist  attacks  remains  uncertain.  In 2001,  market
conditions in the commercial industry have continued to improve as a result of a
firming pricing environment.

The personal lines marketplace  continues to remain  competitive.  Over the past
few  years,  intense  price  competition,  upward  trends in loss  costs and the
significant  expense of  establishing  alternative  distribution  channels  have
caused underwriting results to decrease. The personal lines marketplace reported
a combined  ratio of 111.4 for the first nine months of 2001,  according to A.M.
Best. A major competitive  advantage of The Hartford is the exclusive  licensing
arrangement with AARP to provide personal automobile,  homeowners and home-based
business insurance  products to its members through January 1, 2010.  Management
expects  favorable "baby boom"  demographics to increase AARP membership  during
this period. In addition,  The Hartford provides customer service for all health
insurance products offered through AARP's Health Care Options, with an agreement
that continues  through 2007. The Hartford's  contracts with Ford and Sears join
major  brands in  marketing  automobile,  homeowners,  and  home-based  business
insurance products.

The  property  and  casualty  worldwide  reinsurance  market  remains  extremely
competitive, although the pricing

                                     - 9 -
<PAGE>

environment  continued to improve in 2001. As a result of September 11, however,
the worldwide  reinsurance market has been transformed to an environment of some
uncertainty. New capital, dramatic price increases and modifications in contract
terms  and   conditions   have   contributed   to  the   uncertainty.   HartRe's
organizational  realignment  has  created a  centralized  organization  aimed at
enhancing core functions consistent with the segment's return objectives.

LIFE RESERVES

In accordance with applicable  insurance  regulations under which Life operates,
life insurance  subsidiaries of The Hartford  establish and carry as liabilities
actuarially  determined  reserves  which are  calculated to meet The  Hartford's
future  obligations.  Reserves for life insurance and  disability  contracts are
based on actuarially recognized methods using prescribed morbidity and mortality
tables in general use in the United  States,  which are  modified to reflect The
Hartford's actual  experience when  appropriate.  These reserves are computed at
amounts that,  with additions  from  estimated  premiums to be received and with
interest on such reserves  compounded  annually at certain  assumed  rates,  are
expected to be sufficient to meet The  Hartford's  policy  obligations  at their
maturities or in the event of an insured's death. Reserves also include unearned
premiums, premium deposits, claims incurred but not reported and claims reported
but not yet paid. Reserves for assumed reinsurance are computed in a manner that
is comparable  to direct  insurance  reserves.  Additional  information  on Life
reserves may be found in the Reserves section of the MD&A.

PROPERTY & CASUALTY RESERVES

The Hartford  establishes  reserves to provide for the estimated costs of paying
claims made by  policyholders or against  policyholders.  These reserves include
estimates  for both  claims  that have been  reported  and those  that have been
incurred  but not yet  reported to The  Hartford  and include  estimates  of all
expenses  associated with processing and settling these claims.  This estimation
process is based  primarily on historical  experience  and involves a variety of
actuarial  techniques which analyze trends and other relevant  factors.  For the
year  ended  December  31,  2001,  there  were no  changes  to  these  reserving
assumptions  that  had a  significant  impact  on the  reserves  or  results  of
operations.

The Hartford  continually reviews the adequacy of its estimated claims and claim
adjustment  expense  reserves on an overall basis. As additional  experience and
other relevant data become available,  reserve levels are adjusted  accordingly.
Such  adjustments  are  reflected in net income for the period in which they are
made. In the judgment of The Hartford's  management,  all information  currently
available has been properly  considered in establishing  the reserves for unpaid
claims and claim adjustment expenses.

As a result of September 11, the Company established estimated gross reserves of
$1.1 billion and estimated net reserves of $556 related to property and casualty
operations.  This loss estimate includes coverages related to property, business
interruption,  workers'  compensation and other liability  exposures,  including
those underwritten by the Company's assumed reinsurance  operation.  The Company
based the loss  estimate upon a review of insured  exposures  using a variety of
assumptions and actuarial  techniques,  including  estimated amounts for unknown
and  unreported  policyholder  losses and costs  incurred  in  settling  claims.
Included  in net  reserves  was an  estimate  of amounts  recoverable  under the
Company's ceded reinsurance programs. As a result of the uncertainties  involved
in the  estimation  process,  final  claims  settlement  may vary  from  present
estimates.

The Hartford  continues to receive claims that assert damages from environmental
pollution   and  related   clean-up   costs  and  injuries   from  asbestos  and
asbestos-related  products. Due to deviations from past experience and a variety
of social,  economic and legal  issues,  the  Company's  ability to estimate the
future  policy  benefits,   unpaid  claims  and  claim  adjustment  expenses  is
significantly impacted. A study which reviewed and identified  environmental and
asbestos  exposures in the United  States was performed in 1996 and is discussed
in the Environmental and Asbestos Claims section of the MD&A.

Certain  liabilities for unpaid claims,  principally  for  permanently  disabled
claimants,  terminated reinsurance treaties and certain contracts that fund loss
run-offs for  unrelated  parties,  have been  discounted to present  value.  The
amount of the discount was  approximately  $429 and $396 as of December 31, 2001
and 2000, respectively,  and amortization of the discount had no material effect
on net income during 2001, 2000 and 1999.

As of December  31, 2001,  property  and casualty  reserves for claims and claim
adjustment  expenses  reported under Generally  Accepted  Accounting  Principles
("GAAP")  exceeded  those  reported  on a  statutory  basis by $26.  The primary
differences  resulted from the required  exclusion  from  statutory  reserves of
assumed  retroactive  reinsurance  and the  discounting  of GAAP-basis  workers'
compensation  reserves at risk free interest rates,  which exceeded the required
statutory discount rates set by regulators.

There were no  significant  changes in the mix of the Company's  business  which
have  impacted  property  and  casualty  claims  and  claim  adjustment  expense
reserves;   nor  has  the  Company  completed  any  significant  portfolio  loss
transfers, structured settlements or other transactions which would change claim
payment patterns.

Further  discussion on The Hartford's  Property & Casualty reserves may be found
in the Reserves section of the MD&A.

A reconciliation of liabilities for unpaid claims and claim adjustment  expenses
is  herein  referenced  from  Note  1(h)  of  Notes  to  Consolidated  Financial
Statements.  A table depicting the historical development of the liabilities for
unpaid claims and claim adjustment expenses follows.

                                     - 10 -
<PAGE>

<TABLE>
<CAPTION>

                        PROPERTY AND CASUALTY CLAIM AND CLAIM ADJUSTMENT EXPENSE LIABILITY DEVELOPMENT - NET
                                                         FOR THE YEARS ENDED DECEMBER 31, [1]
                            1991      1992     1993      1994     1995     1996      1997     1998      1999     2000      2001
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>      <C>       <C>      <C>      <C>       <C>      <C>       <C>      <C>       <C>
Liabilities for unpaid
 claims and claim
 adjustment expenses  [2]   $9,204   $10,498  $10,717   $10,776  $11,024  $12,202   $12,265  $12,401   $12,020  $11,857   $12,437
CUMULATIVE PAID CLAIMS AND
 CLAIM EXPENSES
  One year later             2,684     2,596    2,578     2,654    2,434    2,551     2,447    2,903     2,929    3,183
  Two years later            4,350     4,282    4,207     4,179    4,004    4,078     4,223    4,626     4,873       --
  Three years later          5,550     5,433    5,268     5,286    5,056    5,390     5,363    5,972        --       --
  Four years later           6,396     6,229    6,112     6,040    6,077    6,211     6,303       --        --       --
  Five years later           7,020     6,895    6,682     6,877    6,717    6,922        --       --        --       --
  Six years later            7,569     7,354    7,391     7,406    7,303       --        --       --        --       --
  Seven years later          7,954     7,987    7,861     7,924       --       --        --       --        --       --
  Eight years later          8,532     8,411    8,332        --       --       --        --       --        --       --
  Nine years later           8,924     8,851       --        --       --       --        --       --        --       --
  Ten years later            9,340        --       --        --       --       --        --       --        --       --
LIABILITIES REESTIMATED
  One year later            10,535    10,757   10,811    11,019   11,988   12,183    12,090   12,176    11,980   11,973
  Two years later           10,866    10,970   11,009    12,142   11,992   12,065    11,808   12,048    11,975       --
  Three years later         11,095    11,182   12,094    12,127   11,919   11,887    11,638   11,992        --       --
  Four years later          11,417    12,304   12,157    12,113   11,789   11,772    11,511       --        --       --
  Five years later          12,515    12,406   12,184    12,082   11,769   11,615        --       --        --       --
  Six years later           12,642    12,462   12,165    12,088   11,640       --        --       --        --       --
  Seven years later         12,757    12,414   12,218    11,981       --       --        --       --        --       --
  Eight years later         12,710    12,500   12,154        --       --       --        --       --        --       --
  Nine years later          12,789    12,472       --        --       --       --        --       --        --       --
  Ten years later           12,778        --       --        --       --       --        --       --        --       --
DEFICIENCY (REDUNDANCY)     $3,574    $1,974   $1,437    $1,205     $616    $(587)    $(754)   $(409)     $(45)    $116
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                       PROPERTY AND CASUALTY CLAIM AND CLAIM ADJUSTMENT EXPENSE LIABILITY DEVELOPMENT - GROSS
                                              FOR THE YEARS ENDED DECEMBER 31, [1]


                                            1994       1995        1996        1997        1998        1999       2000       2001
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>         <C>         <C>         <C>         <C>         <C>        <C>        <C>
NET RESERVE [2]                          $ 10,776   $ 11,024    $ 12,202    $ 12,265    $ 12,401    $ 12,020   $ 11,857   $ 12,437
  Reinsurance recoverables                  5,156      4,829       4,357       3,996       3,275       3,264      3,452      3,818
- ----------------------------------------------------------------------------------------------------------------------------------
     GROSS RESERVE                       $ 15,932   $ 15,853    $ 16,559    $ 16,261    $ 15,676    $ 15,284   $ 15,309   $ 16,255
- ----------------------------------------------------------------------------------------------------------------------------------
NET REESTIMATED RESERVE                  $ 11,981   $ 11,640    $ 11,615    $ 11,511    $ 11,992    $ 11,975     11,973
  Reestimated reinsurance recoverables      5,594      4,821       4,138       3,848       3,360       3,637      3,688
- ----------------------------------------------------------------------------------------------------------------------------------
     GROSS REESTIMATED RESERVE           $ 17,575   $ 16,461    $ 15,753    $ 15,359    $ 15,352    $ 15,612   $ 15,661
- ----------------------------------------------------------------------------------------------------------------------------------
     GROSS DEFICIENCY (REDUNDANCY)       $  1,643   $    608    $   (806)   $   (902)   $   (324)   $    328   $    352
- ----------------------------------------------------------------------------------------------------------------------------------
<FN>
[1]   The above tables exclude Hartford Insurance,  Singapore as a result of its
      sale in  September  2001,  Hartford  Seguros  as a  result  of its sale in
      February  2001,  Zwolsche  as a result  of its sale in  December  2000 and
      London & Edinburgh as a result of its sale in November 1998.
[2]   The above  tables  exclude  the  liabilities  and claim  developments  for
      certain reinsurance coverages written for affiliated parties.
</FN>
</TABLE>


<TABLE>
<CAPTION>

                                            1994       1995        1996        1997        1998        1999       2000       2001
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>         <C>         <C>         <C>         <C>         <C>        <C>        <C>
Liabilities, net and gross of
  reinsurance for unpaid claims
  and claim adjustment expenses
  excluded                               $    495    $   550     $   500     $   505     $   501     $   456    $   459    $   423

==================================================================================================================================
</TABLE>

The following table  reconciles the Loss  Development  Table to the Consolidated
Financial Statements:



- ----------------------------------------------------------------------
                                      2001        2000        1999
- ----------------------------------------------------------------------
Loss Development Table:
 Gross reserves                   $ 16,255    $ 15,309   $  15,284
 Exclusion of international
  subsidiaries                          --         106         274
 Reinsurance - affiliated parties      423         459         456
- ----------------------------------------------------------------------
 Gross reserves per Consolidated
  Financial Statements (see Note
  1 (h))                          $ 16,678    $ 15,874   $  16,014
- ----------------------------------------------------------------------

CEDED REINSURANCE

Consistent with normal industry  practice,  The Hartford cedes insurance risk to
reinsurance  companies.  For Property & Casualty  operations,  these reinsurance
arrangements   provide  greater   diversification  of  business  and  limit  The
Hartford's maximum net loss arising from large risks or catastrophes.

A major portion of The Hartford's property and casualty  reinsurance is effected
under general reinsurance contracts known as treaties, or, in some instances, is
negotiated on an individual risk basis,  known as facultative  reinsurance.  The
Hartford also has in-force excess of loss contracts with reinsurers that protect
it against a specified part or all of certain losses over stipulated amounts.

                                     - 11 -
<PAGE>

The ceding of insurance obligations does not discharge the original insurer from
its primary  liability to the  policyholder.  The original  insurer would remain
liable in those situations where the reinsurer is unable to meet the obligations
assumed  under  reinsurance  agreements.  The  Hartford has  established  strict
standards  that  govern  the  placement  of   reinsurance   and  monitors  ceded
reinsurance  security.  Virtually  all of The  Hartford's  property and casualty
reinsurance  is placed  with  reinsurers  that meet  strict  financial  criteria
established by a credit committee.

In  accordance  with  normal  industry  practice,  Life is  involved in both the
cession  and  assumption  of  insurance  with other  insurance  and  reinsurance
companies.  As of  December  31,  2001,  the  maximum  amount of life  insurance
retained  on any one life by any one of the life  operations  was  approximately
$2.5.

In 2001,  the  Company did not make any  significant  changes in the terms under
which  reinsurance is ceded to other  insurers.  Also, the Company did not enter
into a specific  reinsurance  transaction that had a material effect on earnings
or  reserves.  However,  as a result of September  11, The Hartford  established
estimated  ceded  reserves  of $569 under  existing  reinsurance  contracts  and
recorded premium cessions of $91 related to reinstatement  and other reinsurance
premiums. Also as a result of September 11, the reinsurance market has become an
environment of some uncertainty. Specifically, dramatic price increases, changes
in contract terms and conditions and program  modifications have resulted.  As a
result,  it has become  more  difficult  to get  selected  types of  reinsurance
coverage at a reasonable price, particularly terrorism coverage.

INVESTMENT OPERATIONS

An  important  element of the  financial  results of The  Hartford  is return on
invested  assets.  The Hartford's  investment  activities are primarily  divided
between Life and Property & Casualty. The investment activities of both the Life
and  Property  &  Casualty  operations  are  managed  based  on  the  underlying
characteristics and nature of their respective liabilities.

The primary  investment  objective  of Life's  general  account  and  guaranteed
separate accounts is to maximize  after-tax  returns  consistent with acceptable
risk  parameters,  including the management of the interest rate  sensitivity of
invested assets and the generation of sufficient liquidity,  relative to that of
corporate and policyholder obligations.

The investment  objective for the majority of Property & Casualty is to maximize
economic value while  generating  after-tax  income and sufficient  liquidity to
meet corporate and  policyholder  obligations.  For Property & Casualty's  Other
Operations  segment,  the investment  objective is to ensure the full and timely
payment  of all  liabilities.  Property  & Casualty  investment  strategies  are
developed based on a variety of factors  including  business  needs,  regulatory
requirements and tax considerations.

For a further discussion of The Hartford's approach to managing risks, including
derivative  utilization,  see the Capital Markets Risk Management section of the
MD&A, as well as Note 3 of Notes to Consolidated Financial Statements.

REGULATION AND PREMIUM RATES

Although  there has been some  deregulation  with  respect  to large  commercial
insureds in recent  years,  insurance  companies,  for the most part,  are still
subject to comprehensive and detailed regulation and supervision  throughout the
United  States.  The extent of such  regulation  varies,  but  generally has its
source in statutes which delegate  regulatory,  supervisory  and  administrative
powers to state  insurance  departments.  Such  powers  relate to,  among  other
things, the standards of solvency that must be met and maintained; the licensing
of insurers and their  agents;  the nature of and  limitations  on  investments;
establishing premium rates; claim handling and trade practices;  restrictions on
the size of risks  which  may be  insured  under a single  policy;  deposits  of
securities for the benefit of policyholders;  approval of policy forms; periodic
examinations of the affairs of companies;  annual and other reports  required to
be filed on the financial  condition of companies or for other purposes;  fixing
maximum  interest  rates on life  insurance  policy loans and minimum  rates for
accumulation  of  surrender  values;  and the  adequacy  of  reserves  and other
necessary  provisions for unearned premiums,  unpaid claims and claim adjustment
expenses and other liabilities, both reported and unreported.

Regulatory  requirements  applying to property and casualty  premium  rates vary
from state to state,  but generally  provide that rates shall not be inadequate,
excessive  or  unfairly  discriminatory.  Rates  for  many  products,  including
automobile and homeowners insurance, are subject to prior regulatory approval in
many  states.  Ocean  marine  insurance  rates are exempt from rate  regulation.
Subject to regulatory requirements,  management determines the rates charged for
its policies.  Methods for arriving at rates vary by product,  exposure  assumed
and size of risk.

While premium rates in the property and casualty  insurance business are for the
most part subject to regulation,  such rates are not in most  instances  uniform
for all  insurers  within a given  jurisdiction,  or in all  jurisdictions.  The
Hartford is a member of various fire, casualty and surety rating  organizations.
For some lines of business,  The Hartford  uses the rates and rating plans which
are filed by these organizations in the various states, while for other lines of
business it uses loss cost data  published by such  organizations.  The Hartford
also  uses  its  own  independent   rates  or  otherwise   departs  from  rating
organization rates, where appropriate.

Most states have enacted  legislation that regulates  insurance  holding company
systems such as The Hartford.  This  legislation  provides  that each  insurance
company in the system is required to register with the  insurance  department of
its state of domicile  and furnish  information  concerning  the  operations  of
companies  within the holding  company  system which may  materially  affect the
operations, management or financial condition of the insurers within the system.
All transactions within a holding company system affecting insurers must be fair
and  equitable.  Notice to the insurance  departments  is required  prior to the
consummation  of  transactions  affecting the ownership or control of an insurer
and of certain  material  transactions  between an insurer and any entity in its
holding  company system.  In addition,  certain of such  transactions  cannot be
consummated without the applicable insurance department's prior approval.

                                     - 12 -
<PAGE>

State  insurance   regulations   require  property  and  casualty   insurers  to
participate   in  assigned  risk  plans,   reinsurance   facilities   and  joint
underwriting  associations,  which are  mechanisms to provide risks with various
basic or minimum  insurance  coverage  when they are not  available in voluntary
markets.  Such  mechanisms  are  most  prevalent  for  automobile  and  workers'
compensation  insurance,  but a majority of states also mandate participation in
so-called  FAIR Plans or Windstorm  Plans  providing  basic  property  coverage.
Additionally, some states mandate such participation in facilities for providing
medical  malpractice  insurance.  Participation  is based  upon the  amount of a
company's  written  premiums in a particular  state for the classes of insurance
involved.

The extent of insurance  regulation on business outside the United States varies
significantly among the countries in which The Hartford operates. Some countries
have  minimal   regulatory   requirements,   while  others   regulate   insurers
extensively.   Foreign  insurers  in  many  countries  are  faced  with  greater
restrictions   than   domestic   competitors   domiciled   in  that   particular
jurisdiction.  The Hartford's international operations are comprised of insurers
licensed  in their  respective  countries  and,  therefore,  are  subject to the
generally less restrictive domestic insurance regulations.

RATINGS

Reference is made to the Capital  Resources  and  Liquidity  section of the MD&A
under "Ratings".

RISK-BASED CAPITAL

Reference is made to the Capital  Resources  and  Liquidity  section of the MD&A
under "Risk-based Capital".

LEGISLATIVE INITIATIVES

Reference is made to the  Regulatory  Matters and  Contingencies  section of the
MD&A under "Legislative Initiatives".

INSOLVENCY FUND

Reference is made to the  Regulatory  Matters and  Contingencies  section of the
MD&A under "Insolvency Fund".

NAIC CODIFICATION

Reference is made to the  Regulatory  Matters and  Contingencies  section of the
MD&A under "NAIC Codification".

EMPLOYEES

The Hartford had approximately 27,400 employees as of February 28, 2002.

EXECUTIVE OFFICERS OF THE HARTFORD

Information about the executive  officers of The Hartford who are also directors
and/or  nominees for election as directors is set forth in The  Hartford's  2002
Proxy Statement.  Set forth below is information about other executive  officers
of the Company:

JOHN N. GIAMALIS
(Senior Vice President and Controller)

Mr.  Giamalis,  44, is Senior Vice President and Controller of the Company.  Mr.
Giamalis joined the Company in January 1997 as Director, Financial Reporting and
Analysis.  In April 1998, he was appointed to the position of Vice President and
Corporate  Controller.  Prior to joining the Company,  Mr.  Giamalis held senior
financial positions in the insurance and technology industries,  including Chief
Financial Officer of Intelidata  Technologies  Corp. from March 1995 to December
1996. He also held various public accounting positions, including senior manager
with  responsibility  for  insurance,  securities  and middle market  clients at
Deloitte & Touche LLP. Mr.  Giamalis is a member of the American  Institute  and
the Connecticut Society of Certified Public Accountants.

DAVID M. JOHNSON
(Executive Vice President and Chief Financial Officer)

Mr.  Johnson,  41, has held the position of Executive  Vice  President and Chief
Financial  Officer  of the  Company  since May 1,  2001.  Prior to  joining  the
Company,  Mr. Johnson was Senior  Executive  Vice President and Chief  Financial
Officer  of Cendant  Corporation  since  November  1998 and  Managing  Director,
Investment Banking Division,  at Merrill Lynch, Pierce,  Fenner and Smith, where
he worked with major  clients in a variety of  industries  including  insurance,
airlines and technology, as well as leveraged buyout funds, since 1986.

RANDALL I. KIVIAT
(Group Senior Vice President of Human Resources)

Mr.  Kiviat,  51, has held the position of Group Senior Vice  President of Human
Resources for the Company since June 1999. Since joining the Company in 1982, he
has held positions of increasing  responsibility,  including Director of Payroll
and Director of Employee  Benefits.  He was  appointed  Vice  President of Human
Resources Services in April 1998.

EDWARD L. MORGAN, JR.
(Group Senior Vice President, Corporate Relations)

Mr. Morgan, 58, has held the position of Group Senior Vice President,  Corporate
Relations,  of the  Company  since April  1998.  Previously,  he was Senior Vice
President,  Corporate  Relations and Government Affairs since December 1995. Mr.
Morgan also has held the position of Senior Vice President,  Corporate Relations
of Hartford Fire since 1993.

NEAL S. WOLIN
(Executive Vice President and General Counsel)

Mr.  Wolin,  40, has held the position of Executive  Vice  President and General
Counsel  since  joining the Company on March 20,  2001.  Previously,  Mr.  Wolin
served as General  Counsel of the U.S.  Treasury  from 1999 to January  2001. In
that capacity,  he headed  Treasury's legal division,  composed of 2,000 lawyers
providing  services to all of  Treasury's  offices and  bureaus,  including  the
Internal Revenue Service,  Customs,  Secret Service,  Public Debt, the Office of
Thrift  Supervision,  the Financial  Management  Service,  the U.S. Mint and the
Bureau of Engraving and Printing. Mr. Wolin served as the Deputy General Counsel
of the  Department  of the  Treasury  from 1995 to 1999.  Prior to  joining  the
Treasury  Department,  he  served  in the White  House,  first as the  Executive
Assistant to the National  Security Advisor and then as the Deputy Legal Advisor
to the National Security Council.  Mr. Wolin joined the U.S.  Government in 1991
as  special  assistant  to the  Directors  of Central  Intelligence,  William H.
Webster, Robert M. Gates  and

                                     - 13 -
<PAGE>

R. James Woolsey.  Mr. Wolin served on the  President's  Advisory  Commission on
Holocaust Assets in the United States from 1999 to 2000.

DAVID M. ZNAMIEROWSKI
(Group Senior Vice President and Chief Investment Officer)

Mr.  Znamierowski,  41, was  appointed  Group  Senior Vice  President  and Chief
Investment  Officer  of  the  Company  and  President  of  Hartford   Investment
Management  Company  ("HIMCO"),  a  wholly-owned   subsidiary  of  the  Company,
effective November 5, 2001.  Previously,  he was Senior Vice President and Chief
Investment  Officer  for the  Company's  life  operations  since May 1999,  Vice
President  since September 1998 and Vice  President,  Investment  Strategy since
February 1997. Prior to joining the Company in April 1996, Mr. Znamierowski held
a variety of positions in the investment  industry,  including portfolio manager
and Vice  President of Investment  Strategy and Policy for Aetna Life & Casualty
Company  from 1991 to April 1996 and Vice  President  of  Corporate  Finance for
Salomon Brothers,  Inc. since 1986. Mr. Znamierowski is a member of the Board of
Governors  of  the  Investment   Company  Institute  and  of  the  policy-making
investment  committee of the American Council of Life Insurance.  He also serves
as a director and President of each of The Hartford-sponsored mutual funds.

ITEM 2.  PROPERTIES

The Hartford owns the land and buildings  comprising  its Hartford  location and
other  properties  within the  greater  Hartford,  Connecticut  area which total
approximately  1.6  million  square  feet.  In  addition,  The  Hartford  leases
approximately  6.4  million  square  feet  throughout  the United  States and 32
thousand square feet in other  countries.  All of the properties owned or leased
are  used  by one or  more  of all  ten  operating  segments,  depending  on the
location.  (For  more  information  on  operating  segments  see Part 1, Item 1,
Business  of The  Hartford -  Reporting  Segments.)  The  Company  believes  its
properties and facilities are suitable and adequate for current operations.

ITEM 3.  LEGAL PROCEEDINGS

The Hartford is or may become  involved in various legal actions,  some of which
involve  claims for  substantial  amounts.  In the  opinion of  management,  the
ultimate  liability  with respect to such actual and potential  lawsuits,  after
consideration of provisions made for potential  losses and costs of defense,  is
not expected to be material to the consolidated financial condition,  results of
operations or cash flows of The Hartford.

The Hartford is involved in claims litigation  arising in the ordinary course of
business and  accounts for such  activity  through the  establishment  of policy
reserves.  As further discussed in the MD&A under the Environmental and Asbestos
Claims section,  The Hartford  continues to receive  environmental  and asbestos
claims which involve significant  uncertainty  regarding policy coverage issues.
With  respect to these  claims,  The  Hartford  continually  reviews its overall
reserve levels, methodologies and reinsurance coverage.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders of The Hartford during the
fourth quarter of the fiscal year covered by this report.

PART II

ITEM 5.  MARKET FOR THE HARTFORD'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The Hartford's  common stock is traded on the New York Stock  Exchange  ("NYSE")
under the trading symbol "HIG".

The  following  table  presents  the high and low closing  prices for the common
stock of The Hartford on the NYSE for the periods  indicated,  and the quarterly
dividends declared per share.

                            1st Qtr.    2nd Qtr.     3rd Qtr.    4th Qtr.
- -----------------------------------------------------------------------------
2001
Common Stock Price
   High                       $67.75      $70.46       $69.28      $62.83
   Low                         55.15       56.88        50.10       53.91
Dividends Declared              0.25        0.25         0.25        0.26

2000
   Common Stock Price
   High                       $52.75      $64.00       $73.75      $79.31
   Low                         29.38       44.25        56.38       65.44
Dividends Declared              0.24        0.24         0.24        0.25
- -----------------------------------------------------------------------------

As of February 28, 2002, the Company had approximately 120,000 shareholders. The
closing  price of The  Hartford's  common stock on the NYSE on February 28, 2002
was $67.00.

On October 18, 2001,  The  Hartford's  Board of  Directors  declared a quarterly
dividend of $0.26 per share payable on January 2, 2002 to shareholders of record
as of December 3, 2001.  The dividend  represented  a 4% increase from the prior
quarter.  Dividend  decisions  are based on and affected by a number of factors,
including the operating  results and financial  requirements of The Hartford and
the impact of  regulatory  restrictions  discussed in the Capital  Resources and
Liquidity section of the MD&A under "Liquidity Requirements".

There are also  various  legal  limitations  governing  the  extent to which The
Hartford's insurance  subsidiaries may extend credit, pay dividends or otherwise
provide funds to The Hartford Financial Services Group, Inc. as discussed in the
Capital   Resources  and  Liquidity   section  of  the  MD&A  under   "Liquidity
Requirements".

                                     - 14 -
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
(IN MILLIONS, EXCEPT FOR PER SHARE DATA AND COMBINED RATIOS)
                                                              2001            2000            1999           1998            1997
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>             <C>             <C>              <C>
INCOME STATEMENT DATA
Total revenues [1]                                       $  15,147        $ 14,703        $ 13,528        $  15,022        $ 13,461
Income before extraordinary item and cumulative
 effect of accounting changes [2]                              549             974             862            1,015           1,332
Net income [2] [3]                                             507             974             862            1,015           1,332
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET AND OTHER DATA
Total assets                                            $  181,238       $ 171,532       $ 167,051       $  150,632       $ 131,743
Mutual fund assets [4]                                      16,809          11,432           6,374            2,506             972
Long-term debt                                               1,965           1,862           1,548            1,548           1,482
Company obligated mandatorily redeemable
 preferred securities of subsidiary trusts
 holding solely junior subordinated debentures               1,412           1,243           1,250            1,250           1,000
Total stockholders' equity                                   9,013           7,464           5,466            6,423           6,085
- ------------------------------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE DATA
BASIC EARNINGS PER SHARE [2]
  Income before extraordinary item and cumulative
   effect of accounting changes [2]                        $  2.31          $ 4.42          $ 3.83          $  4.36          $ 5.64
   Net income [2] [3]                                         2.13            4.42            3.83             4.36            5.64
DILUTED EARNINGS PER SHARE [2]
  Income before extraordinary item and cumulative
   effect of accounting changes [2]                           2.27            4.34            3.79             4.30            5.58
   Net income [2] [3]                                         2.10            4.34            3.79             4.30            5.58
Dividends declared per common share                           1.01            0.97            0.92             0.85            0.80
- ------------------------------------------------------------------------------------------------------------------------------------
OPERATING DATA
   COMBINED RATIOS
North American Property & Casualty [5]                       112.4           102.4           103.3            102.9           102.3
====================================================================================================================================
<FN>
[1]   2001  includes a $91  reduction  in  premiums  from  reinsurance  cessions
      related to September 11. 1998 includes $541 related to the recapture of an
      in force block of Corporate  Owned Life Insurance  ("COLI")  business from
      MBL Life Assurance Co. of New Jersey.  Also, includes revenues from London
      & Edinburgh,  which was sold in November 1998, for 1998 and 1997 of $1,117
      and $1,225, respectively.
[2]   2001 includes $440 of losses ($1.85 per basic and $1.82 per diluted share)
      related to September 11 and a $130 tax benefit  ($0.55 per basic and $0.54
      per diluted share) at HLI. 1997 includes an equity gain of $368 ($1.56 per
      basic and $1.54 per  diluted  share)  resulting  from the  initial  public
      offering of HLI.
[3]   2001  includes a $34  after-tax  charge  ($0.14 per basic and per  diluted
      share)  related to the  cumulative  effect of  accounting  changes for the
      Company's adoption of SFAS No. 133, "Accounting for Derivative Instruments
      and Hedging  Activities"  and EITF Issue 99-20,  "Recognition  of Interest
      Income and  Impairment on Purchased and Retained  Beneficial  Interests in
      Securitized Financial Assets". Also includes an $8 extraordinary after-tax
      loss  ($0.04  per  basic  and  $0.03 per  diluted  share)  related  to the
      Company's  retirement of its 8.35%  Cumulative  Quarterly Income Preferred
      Securities.
[4]   Mutual funds are owned by the  shareholders  of those funds and not by the
      Company.  As a  result,  they are not  reflected  in total  assets  on the
      Company's balance sheet.
[5]   2001  includes  the  impact  of  September  11.  Excluding  the  impact of
      September 11, 2001 combined ratio was 103.4.
</FN>
</TABLE>

Outlined in the table below are United States Industry  Combined Ratios for each
of the five years ended December 31:
<TABLE>
<CAPTION>

                                                              2001            2000            1999           1998            1997
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>             <C>            <C>             <C>
United States Industry Combined Ratios  [a]                  117.0           110.1           107.8          105.6           101.6
====================================================================================================================================
<FN>
[a]   U.S. Industry Combined Ratio information obtained from A.M. Best. Combined
      ratio for 2001 is an A.M. Best estimate prepared as of January 2002.
</FN>
</TABLE>

                                     - 15 -
<PAGE>

      ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
  (DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  ("MD&A") addresses the financial condition of The Hartford Financial
Services Group, Inc. and its subsidiaries  (collectively,  "The Hartford" or the
"Company") as of December 31, 2001,  compared  with  December 31, 2000,  and its
results of  operations  for the three years ended  December 31,  2001,  2000 and
1999.  This  discussion  should  be read in  conjunction  with the  Consolidated
Financial Statements and related Notes beginning on page F-1.

Certain of the  statements  contained  herein or in Part I of the Company's Form
10-K (other than statements of historical fact) are forward-looking  statements.
These forward-looking statements are made pursuant to the safe harbor provisions
of the Private  Securities  Litigation  Reform Act of 1995 and include estimates
and assumptions related to economic,  competitive and legislative  developments.
These  forward-looking  statements are subject to change and  uncertainty  which
are, in many  instances,  beyond the Company's  control and have been made based
upon management's  expectations and beliefs  concerning future  developments and
their potential  effect upon the Company.  There can be no assurance that future
developments  will be in accordance with  management's  expectations or that the
effect of future  developments  on The  Hartford  will be those  anticipated  by
management.  Actual results could differ  materially  from those expected by the
Company, depending on the outcome of various factors. These factors include: the
uncertain  nature of damage  theories  and loss amounts and the  development  of
additional facts related to the September 11 terrorist attack  ("September 11");
the response of reinsurance companies under reinsurance contracts, the impact of
increasing  reinsurance  rates,  and the adequacy of  reinsurance to protect the
Company against losses; the possibility of more unfavorable loss experience than
anticipated;  the possibility of general  economic and business  conditions that
are less favorable than anticipated; the incidence and severity of catastrophes,
both natural and man-made;  the effect of changes in interest  rates,  the stock
markets  or other  financial  markets;  stronger  than  anticipated  competitive
activity;  unfavorable  legislative,  regulatory or judicial  developments;  the
difficulty in predicting the Company's  potential exposure for environmental and
asbestos claims and related litigation;  the Company's ability to distribute its
products through distribution  channels,  both current and future; the uncertain
effects of emerging claim and coverage  issues;  the effect of  assessments  and
other surcharges for guaranty funds and second-injury  funds and other mandatory
pooling  arrangements;  a downgrade in the  Company's  claims-paying,  financial
strength or credit  ratings;  the ability of the Company's  subsidiaries  to pay
dividends to the Company;  and other factors  described in such  forward-looking
statements.

Certain  reclassifications have been made to prior year financial information to
conform to the current year presentation.

- --------------------------------------------------------------------------------
INDEX
- --------------------------------------------------------------------------------

Consolidated Results of Operations: Operating Summary       17
Life                                                        20
Investment Products                                         21
Individual Life                                             23
Group Benefits                                              24
Corporate Owned Life Insurance (COLI)                       25
Property & Casualty                                         26
Business Insurance                                          27
Affinity Personal Lines                                     28
Personal Insurance                                          29
Specialty Commercial                                        30
Reinsurance                                                 31
Other Operations                                            32
Deferred Acquisition Costs                                  33
Reserves                                                    33
Environmental and Asbestos Claims                           34
Investments                                                 35
Capital Markets Risk Management                             38
Capital Resources and Liquidity                             48
Regulatory Matters and Contingencies                        52
Effect of Inflation                                         52
Accounting Standards                                        52


                                     - 16 -
<PAGE>
- --------------------------------------------------------------------------------
CONSOLIDATED RESULTS OF OPERATIONS: OPERATING SUMMARY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

OVERVIEW                                                                          2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>                  <C>
Earned premiums                                                                $ 9,409             $ 8,941              $ 8,342
Fee income                                                                       2,633               2,484                2,105
Net investment income                                                            2,850               2,674                2,627
Other revenue                                                                      491                 459                  420
Net realized capital gains (losses)                                               (236)                145                   34
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL REVENUES                                                        15,147              14,703               13,528
          ----------------------------------------------------------------------------------------------------------------------
Benefits, claims and claim adjustment expenses                                   9,764               8,419                7,902
Amortization of deferred policy acquisition costs and present value of
  future profits                                                                 2,214               2,213                2,011
Insurance operating costs and expenses                                           2,037               1,958                1,779
Goodwill amortization                                                               60                  28                   10
Other expenses [1]                                                                 718                 667                  591
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL BENEFITS, CLAIMS AND EXPENSES                                   14,793              13,285               12,293
          ----------------------------------------------------------------------------------------------------------------------
          INCOME BEFORE INCOME TAXES, MINORITY INTEREST, EXTRAORDINARY
            ITEM AND CUMULATIVE EFFECT OF ACCOUNTING CHANGES                       354               1,418                1,235
Income tax expense (benefit)                                                      (195)                390                  287
- --------------------------------------------------------------------------------------------------------------------------------
          INCOME BEFORE MINORITY INTEREST, EXTRAORDINARY ITEM AND
            CUMULATIVE EFFECT OF ACCOUNTING CHANGES                                549               1,028                  948
Minority interest in consolidated subsidiary                                        --                 (54)                 (86)
Extraordinary loss from early retirement of debt, net of tax [2]                    (8)                 --                   --
Cumulative effect of accounting changes, net of tax [3]                            (34)                 --                   --
- --------------------------------------------------------------------------------------------------------------------------------
         NET INCOME [4]                                                            507                 974                  862
Less:    Restructuring charges, net of tax                                         (11)                 --                   --
         Extraordinary loss from early retirement of debt, net of tax [2]           (8)                 --                   --
         Cumulative effect of accounting changes, net of tax [3]                   (34)                 --                   --
         Net realized capital gains (losses), after-tax                           (164)                 12                   25
- --------------------------------------------------------------------------------------------------------------------------------
         OPERATING INCOME [4]                                                  $   724             $   962               $  837
================================================================================================================================
<FN>
[1]   Includes  restructuring  charges of $16,  for the year ended  December 31,
      2001.
[2]   Represents  the write-off of  unamortized  issuance costs on the Company's
      8.35% Cumulative Quarterly Income Preferred Securities which were redeemed
      on December 31, 2001.
[3]   Represents the cumulative impact of the Company's adoption of Statement of
      Financial Accounting  Standards ("SFAS") No. 133, as amended,  "Accounting
      for Derivative  Instruments  and Hedging  Activities"  and Emerging Issues
      Task Force  ("EITF")  Issue  99-20,  "Recognition  of Interest  Income and
      Impairment on Purchased and Retained  Beneficial  Interests in Securitized
      Financial Assets".
[4]   2001  includes  $440 of  losses  related  to  September  11 and a $130 tax
      benefit at HLI.
</FN>
</TABLE>

The Hartford  defines  "operating  income"  (defined in previous  years as "core
earnings")  as after-tax  operational  results  excluding,  as  applicable,  net
realized capital gains and losses, extraordinary items, the cumulative effect of
accounting  changes and certain  other  items.  Operating  income is an internal
performance  measure used by the Company in the  management  of its  operations.
Management  believes that this  performance  measure  delineates  the results of
operations  of the  Company's  ongoing  businesses in a manner that allows for a
better understanding of the underlying trends in the Company's current business.
However,  operating income should only be analyzed in conjunction  with, and not
in lieu of, net income and may not be comparable to other  performance  measures
used by the Company's competitors.

OPERATING RESULTS

2001 COMPARED TO 2000 -- Revenues increased $444, or 3%. Included in revenues in
2001 was a $91  reduction  in  North  American  Property  &  Casualty  premiums,
resulting from  additional  reinsurance  cessions  related to September 11. Also
included in revenues  were net realized  capital  losses of $236 in 2001 and net
realized  capital gains of $145 in 2000.  These capital gains and losses related
primarily to the sales of  international  subsidiaries  and other than temporary
impairments  on  securities.  Excluding the effects of both September 11 and the
net realized  capital  gains and losses,  revenues  increased  $916,  or 6%. The
increase  was  related  to  continued  new  business  growth in Group  Benefits,
increased fee income in Individual Life, primarily as a result of the April 2001
acquisition of the United States  individual life insurance,  annuity and mutual
fund  businesses of Fortis,  Inc.  (operating  as "Fortis" or "Fortis  Financial
Group")  and  earned   premium  growth  in  most  of  the  Property  &  Casualty
underwriting  segments.  (For further discussion of the Fortis acquisition,  see
Note 18 (a) of Notes to Consolidated Financial Statements). Also contributing to
the increase was higher net investment income, primarily due to income earned on
fixed  maturities.  These  increases  were  partially  offset by a  decrease  in
revenues in the Other  Operations  segment,  reflecting  the sales of Property &
Casualty's international subsidiaries.

Operating  income  decreased $238, or 25%.  Included in the Company's  operating
income for the year ended December 31, 2001, were $440 of losses,  after-tax and
net of  reinsurance,  related to September 11 and a $130 tax benefit at Hartford
Life, Inc. ("HLI"),  primarily the result of the favorable  treatment of

                                     - 17 -
<PAGE>

certain tax matters related to separate account  investment  activity during the
1996-2000 tax years.  Excluding the effects of September 11 and HLI tax benefit,
operating  income  increased  $72,  or  7%.  The  increase  reflected  favorable
operating  performance in the Company's  Business  Insurance,  Individual  Life,
Investment Products and Group Benefits segments, partially offset by higher loss
costs in the Company's  Affinity Personal Lines and Personal  Insurance segments
as well as adverse loss development in the Reinsurance segment.

2000 COMPARED TO 1999 -- Revenues increased $1.2 billion,  or 9%, primarily as a
result of strong growth in fee income in the Investment  Products and Individual
Life segments,  along with premium  growth in the Group Benefits  segment and in
all North American Property & Casualty underwriting segments.

Operating  income  increased $125, or 15%, due to  double-digit  earnings growth
across  all  segments  in Life  partially  offset by a  decline  in  Property  &
Casualty,  primarily due to adverse loss  development in Reinsurance,  increased
automobile  losses in the Personal  Insurance  segment,  expenses related to the
Business  Insurance  field office and claim  reorganizations  and  deteriorating
underwriting  results from  discontinued  operations  (public entity  ("PENCO"),
Canada, Farm and Industrial Risk Insurance pool ("IRI").

SIGNIFICANT ACCOUNTING POLICIES

For  information  on the  Company's  significant  accounting  policies,  see the
Deferred  Acquisition  Costs,  Reserves and  Investments  sections and Note 1 of
Notes to Consolidated Financial Statements.

NET REALIZED CAPITAL GAINS AND LOSSES

See "Investment Results" in the Investments section.

INCOME TAXES

The effective tax expense  (benefit) rate for 2001, 2000 and 1999 was (55)%, 28%
and 23%, respectively. Excluding the impacts of September 11 and the HLI federal
tax benefits of $130 and $24 in 2001 and 2000,  respectively,  the effective tax
rate for  2001 was 17%  compared  with 29% and 23%,  respectively,  for 2000 and
1999. Excluding the impact of September 11 and the HLI federal tax benefits, the
decrease in the  effective tax rate for 2001 was primarily due to an increase in
the  proportionate  share of tax-exempt net  investment  income to total pre-tax
income for 2001  compared  to 2000 and taxes  related to the gain on the sale of
Zwolsche Algemeene N.V.  ("Zwolsche") in 2000. The increase in the effective tax
rate for 2000,  excluding the $24 tax benefit at HLI, was primarily due to taxes
related to the gain on the sale of Zwolsche.  (For a further  discussion  on the
sale of Zwolsche,  see the Other  Operations  section and Note 18(b) of Notes to
the Consolidated Financial Statements.)

Tax-exempt  interest  earned  on  invested  assets  was the  principal  cause of
effective  rates lower than the 35% United States  statutory  rate in all years.
Income taxes paid  (received)  in 2001,  2000 and 1999 were $(52),  $95 and $41,
respectively.  (See Note 14 of Notes to  Consolidated  Financial  Statements for
further information.)

MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY

Prior to the June 27, 2000  acquisition of all of the outstanding  shares of HLI
that The  Hartford  did not already  own ("The HLI  Repurchase"),  the  minority
interest  in  the  consolidated   subsidiary's   operating  results  represented
approximately  19%. (For additional  information,  see the Capital Resources and
Liquidity  section  under  "Acquisitions"  and Note 16 of Notes to  Consolidated
Financial Statements.)

PER COMMON SHARE

The following  table  represents  per common share data and return on equity for
the past three years:

                                     2001      2000      1999
- -------------------------------------------------------------------
Basic earnings per share            $2.13     $4.42      $3.83
Diluted earnings per share          $2.10     $4.34      $3.79
Weighted average common shares
  outstanding                       237.7     220.6      224.9
Weighted average common shares
  outstanding and dilutive
  potential common shares           241.4     224.4      227.5
Return on equity excluding
  September 11 and Life tax
  benefit  [1]                       10.5%     15.4%      15.3%
Return on equity [1]                  6.6%     15.4%      15.3%
- -------------------------------------------------------------------
[1]   Calculated by dividing net income by average equity  excluding  unrealized
      gain (loss), after-tax.

SEGMENT RESULTS

The  Hartford  is  organized  into two major  operations:  Life and  Property  &
Casualty. Within these operations, The Hartford conducts business principally in
ten  operating  segments.  Additionally,  all  activities  related  to  The  HLI
Repurchase  and the  minority  interest in HLI for  pre-acquisition  periods are
included in Corporate.

Life is organized into four reportable operating segments:  Investment Products,
Individual  Life,  Group Benefits and Corporate  Owned Life Insurance  ("COLI").
Life also includes in an Other category its international operations,  which are
primarily  located in Latin  America and Japan,  as well as corporate  items not
directly  allocable to any of its  reportable  operating  segments,  principally
interest expense.

Property & Casualty was reorganized into six reportable  operating segments and,
effective  January 1,  2001,  is  reported  as the North  American  underwriting
segments of Business  Insurance,  Affinity Personal Lines,  Personal  Insurance,
Specialty Commercial and Reinsurance; and the Other Operations segment, formerly
"International and Other Operations".

The measure of profit or loss used by The  Hartford's  management  in evaluating
performance  is operating  income,  except for its North  American  underwriting
segments,  which are evaluated by The Hartford's management primarily based upon
underwriting  results.  While not considered segments,  the Company also reports
and evaluates operating income results for Life, Property & Casualty,  and North
American, which includes the combined underwriting results of the North American
underwriting segments along with income and expense items not directly allocable
to these segments,  such as

                                     - 18 -
<PAGE>

net investment  income.  Property & Casualty includes operating income for North
American and the Other Operations segment.

Certain  transactions  between  segments  occur  during the year that  primarily
relate to tax settlements, insurance coverage, expense reimbursements,  services
provided and capital  contributions.  Certain  reinsurance  stop loss agreements
exist between the segments which specify that one segment will reimburse another
for losses  incurred in excess of a predetermined  limit.  Also, one segment may
purchase  group annuity  contracts  from another to fund pension costs and claim
annuities  to  settle  casualty  claims.  In  addition,   certain   intersegment
transactions  occur in Life.  These  transactions  include  interest  income  on
allocated  surplus and the  allocation of net realized  capital gains and losses
through net invested income  utilizing the duration of the segment's  investment
portfolios.

The  following  is  a  summary  of  North  American   underwriting   results  by
underwriting segment within Property & Casualty.  Underwriting results represent
premiums earned less incurred claims, claim adjustment expenses and underwriting
expenses.


<TABLE>
<CAPTION>
UNDERWRITING RESULTS (BEFORE-TAX)
                                                                                2001                2000                1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                 <C>                <C>
Business Insurance                                                           $     3             $   (50)           $   (123)
Affinity Personal Lines                                                          (36)                 17                  19
Personal Insurance                                                               (42)                (15)                 15
Specialty Commercial                                                             (95)               (103)                (48)
Reinsurance                                                                     (149)                (73)                (48)
- ------------------------------------------------------------------------------------------------------------------------------------
     Underwriting results excluding September 11                                (319)               (224)               (185)
     September 11                                                               (647)                 --                  --
- ------------------------------------------------------------------------------------------------------------------------------------
     TOTAL NORTH AMERICAN UNDERWRITING RESULTS                               $  (966)            $  (224)           $   (185)
====================================================================================================================================
</TABLE>


The following is a summary of operating income and net income.

<TABLE>
<CAPTION>
OPERATING INCOME (LOSS)
                                                                                2001                2000                1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                 <C>                 <C>
Life
    Investment Products                                                      $   463             $   424             $    330
    Individual Life                                                              121                  79                   71
    Group Benefits                                                               106                  90                   79
    COLI                                                                          37                  34                   30
    Other                                                                         73                   5                  (43)
- ------------------------------------------------------------------------------------------------------------------------------------
Total Life                                                                       800                 632                  467
Property & Casualty
    North American                                                               (20)                412                  434
    Other Operations                                                               6                  17                   22
- ------------------------------------------------------------------------------------------------------------------------------------
Total Property & Casualty                                                        (14)                429                  456
Corporate                                                                        (62)                (99)                 (86)
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL OPERATING INCOME                                                       $   724             $   962             $    837
====================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
NET INCOME (LOSS)
                                                                                2001                2000                1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                 <C>                 <C>
Life
    Investment Products                                                      $   463             $   424             $    330
    Individual Life                                                              121                  79                   71
    Group Benefits                                                               106                  90                   79
    COLI                                                                          37                  34                   30
    Other                                                                        (42)                (52)                 (43)
- ------------------------------------------------------------------------------------------------------------------------------------
Total Life                                                                       685                 575                  467
Property & Casualty
    North American                                                              (125)                466                  448
    Other Operations                                                              10                  28                   33
- ------------------------------------------------------------------------------------------------------------------------------------
Total Property & Casualty                                                       (115)                494                  481
Corporate                                                                        (63)                (95)                 (86)
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL NET INCOME                                                             $   507             $   974             $    862
====================================================================================================================================
</TABLE>

An  analysis  of the  operating  results  summarized  above is  included  on the
following pages.  Reserves,  Environmental and Asbestos Claims,  and Investments
are discussed in separate sections.

                                     - 19 -
<PAGE>

- --------------------------------------------------------------------------------
LIFE
- --------------------------------------------------------------------------------



Life  provides  investment  and  retirement  products such as variable and fixed
annuities; mutual funds, and retirement plan services;  individual and corporate
owned life insurance;  and group benefit products,  such as group life and group
disability insurance.

Life derives its revenues  principally  from:  (a) fee income,  including  asset
management  fees on separate  account and mutual fund assets and  mortality  and
expense fees, as well as cost of insurance charges;  (b) fully insured premiums;
(c) certain other fees; and (d) net investment income on general account assets.
Asset  management  fees and mortality  and expense fees are primarily  generated
from separate  account assets,  which are deposited with the Company through the
sale of variable annuity and variable life products,  and mutual funds.  Cost of
insurance charges are assessed on the net amount at risk for investment-oriented
life insurance products. Premium revenues are derived primarily from the sale of
group life and group disability insurance products.

Life's expenses  essentially  consist of interest  credited to  policyholders on
general  account   liabilities,   insurance  benefits  provided,   dividends  to
policyholders,  costs of selling and servicing the various  products  offered by
the Company, and other general business expenses.

Life's  profitability  depends largely on the amount of assets under management,
the level of fully  insured  premiums,  the  adequacy  of  product  pricing  and
underwriting discipline,  claims management and operating efficiencies,  and its
ability  to earn  target  spreads  between  earned  investment  rates on general
account  assets  and  credited  rates to  customers.  The level of assets  under
management is generally  impacted by equity market  performance,  persistency of
the  in-force  block of  business,  sales  and  other  deposits,  as well as any
acquired blocks of business.

<TABLE>
<CAPTION>
OPERATING SUMMARY [1]
                                                                                  2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                  <C>                 <C>
Fee income                                                                     $ 2,633             $ 2,484              $ 2,105
Earned premiums                                                                  2,142               1,886                1,764
Net investment income                                                            1,779               1,592                1,562
Other revenue                                                                      128                 116                  110
Net realized capital losses                                                       (133)                (88)                  (5)
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL REVENUES                                                         6,549               5,990                5,536
          ----------------------------------------------------------------------------------------------------------------------
Benefits, claims and claim adjustment expenses                                   3,611               3,162                3,054
Insurance operating costs and expenses                                           1,390               1,281                1,132
Amortization of deferred policy acquisition costs and present value of
  future profits                                                                   642                 671                  568
Goodwill amortization                                                               24                   6                    6
Other expenses                                                                     117                  82                   90
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL BENEFITS, CLAIMS AND EXPENSES                                    5,784               5,202                4,850
          ----------------------------------------------------------------------------------------------------------------------
          INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF
            ACCOUNTING CHANGE                                                      765                 788                  686
Income tax expense                                                                  54                 213                  219
Cumulative effect of accounting change, net of tax [2]                             (26)                 --                   --
- --------------------------------------------------------------------------------------------------------------------------------
         NET INCOME                                                                685                 575                  467
Less:    Cumulative effect of accounting changes, net of tax [2]                   (26)                 --                   --
         Net realized capital losses, after-tax                                    (89)                (57)                  --
- --------------------------------------------------------------------------------------------------------------------------------
         OPERATING INCOME [3]                                                  $   800             $   632               $  467
================================================================================================================================
<FN>
[1]   Life  excludes  the effect of  activities  related to The HLI  Repurchase,
      along with the minority  interest  for  pre-acquisition  periods,  both of
      which are reflected in Corporate.
[2]   For the year ended December 31, 2001,  represents the cumulative impact of
      the Company's adoption of SFAS No. 133 and EITF Issue 99-20.
[3]   For the year ended December 31, 2001, includes $130 tax benefit related to
      separate account  investment  activity and $20 of after-tax losses related
      to September  11. For the year ended  December 31, 2000,  includes $32 tax
      benefit related to favorable tax items.
</FN>
</TABLE>

As  discussed  above,  Life  consists  of  the  following  reportable  operating
segments:  Investment  Products,  Individual  Life,  Group Benefits and COLI. In
addition, Life includes in an Other category its international operations, which
are  primarily  located in Latin  America  and Japan,  and  corporate  items not
directly allocable to any of its reportable operating segments.

On April 2, 2001,  The  Hartford  acquired  the United  States  individual  life
insurance,   annuity  and  mutual  fund  businesses  of  Fortis.   (For  further
discussion,  see  "Acquisitions"  in the Capital Resources and Liquidity section
and Note 18(a) of Notes to Consolidated  Financial Statements.) This transaction
was  accounted  for as a  purchase  and,  as such,  the  revenues  and  expenses
generated  by this  business  from April 2, 2001  forward are included in Life's
consolidated results of operations.

On June 27, 2000,  The Hartford  acquired all of the  outstanding  shares of HLI
that it did not  already  own.  (For  additional  information,  see the  Capital
Resources and Liquidity  section

                                     - 20 -
<PAGE>

under "Acquisitions" and Note 16 of Notes to Consolidated Financial Statements.)

2001 COMPARED TO 2000 -- Revenues  increased $559, or 9%,  primarily  related to
the growth across each of Life's primary  operating  segments,  particularly the
Individual Life and Group Benefits  segments,  where revenues increased $250, or
39%, and $300, or 14%,  respectively.  The revenue growth in the Individual Life
segment was primarily due to higher earned fee income and net investment  income
resulting from the business  acquired from Fortis.  The Group  Benefits  segment
experienced  higher  earned  premiums due to strong sales and  persistency.  The
Investment Products segment also contributed to the revenue increase as a result
of higher  fee  income  in the  retail  mutual  fund  business  and  higher  net
investment  income  in  the  institutional  business.  Revenues  related  to the
Company's  Individual  Annuity  business  were down $46 or 3%,  primarily due to
lower fee income as a result of the lower equity markets in 2001.  Additionally,
COLI revenues were below prior year due to a decrease in variable COLI sales and
the declining block of leveraged COLI business.

Benefits claims and expenses increased $582, or 11%,  primarily  associated with
the growth in Life revenues discussed above.

Operating  income  increased  $168, or 27%, led by the Individual Life and Group
Benefits  segments where operating income increased $42, or 53% and $16, or 18%,
respectively.  In addition,  the 2001 results  include a $130 federal income tax
benefit  primarily  related to separate  account  investment  activity and a $20
charge  associated with the impact of September 11.  Additionally,  2000 results
include a benefit of $32 also related to favorable  tax items.  Excluding  these
tax items and the impact of September 11,  operating  income  increased  $90, or
15%, for the year ended  December 31, 2001, as each of the  Company's  operating
segments experienced growth from a year ago.

2000 COMPARED TO 1999 -- Revenues  increased $454, or 8%,  primarily  related to
the growth across each of Life's primary  operating  segments,  particularly the
Investment Products and Group Benefits segments,  where revenues increased $339,
or 17%, and $183,  or 9%,  respectively.  The revenue  growth in the  Investment
Products  segment  was  primarily  due to higher  fee  income in the  individual
annuity and retail  mutual  fund  operations  as related  average  assets  under
management in 2000 were higher than 1999. The Group Benefits segment experienced
higher earned premiums due to strong sales and persistency.  The Individual Life
segment also contributed to the revenue increase as a result of strong sales and
favorable  persistency.  Partially  offsetting  the growth in  revenues  was the
decrease in COLI revenues  primarily related to the declining block of leveraged
COLI business.

Benefits,  claims and expenses  increased $352, or 7%, primarily  related to the
growth in Life's principal operating segments described above.

Operating income increased $165, or 35%, led by the Investment Products segment,
where operating  income  increased $94, or 28%.  Additionally,  operating income
related to each of the remaining three operating segments increased 10% or more.
As  discussed  above,  Life also  recorded  benefits  of $32 in 2000  related to
favorable tax items. Excluding these tax items, operating income increased $133,
or 28%.


- --------------------------------------------------------------------------------
INVESTMENT PRODUCTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

OPERATING SUMMARY
                                                                                  2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                <C>                  <C>
Fee income and other                                                         $   1,620          $    1,639           $    1,333
Net investment income                                                              886                 741                  708
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL REVENUES                                                         2,506               2,380                2,041
          ----------------------------------------------------------------------------------------------------------------------
Benefits, claims and claim adjustment expenses                                     819                 700                  668
Insurance operating costs and other expenses                                       608                 551                  440
Amortization of deferred policy acquisition costs                                  461                 516                  430
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL BENEFITS, CLAIMS AND EXPENSES                                    1,888               1,767                1,538
          ----------------------------------------------------------------------------------------------------------------------
          INCOME BEFORE INCOME TAXES                                               618                 613                  503
Income tax expense                                                                 155                 189                  173
- --------------------------------------------------------------------------------------------------------------------------------
          OPERATING INCOME                                                   $     463           $     424            $     330
- --------------------------------------------------------------------------------------------------------------------------------
Individual variable annuity account values                                   $  74,581           $  78,174            $  80,588
Other individual annuity account values                                          9,572               9,059                8,383
Other investment products account values                                        19,322              17,376               16,352
- --------------------------------------------------------------------------------------------------------------------------------
         TOTAL ACCOUNT VALUES                                                  103,475             104,609              105,323
Mutual fund assets under management                                             16,809              11,432                6,374
- --------------------------------------------------------------------------------------------------------------------------------
         TOTAL INVESTMENT PRODUCTS ASSETS UNDER MANAGEMENT                   $ 120,284           $ 116,041            $ 111,697
================================================================================================================================
</TABLE>

The Investment  Products  segment focuses on the savings and retirement needs of
the growing  number of  individuals  who are  preparing  for  retirement or have
already  retired  through the sale of individual  variable and fixed  annuities,
mutual  funds,  retirement  plan  services and other  investment  products.  The
Company is both a leading  writer of  individual  variable  annuities  and a top
seller of individual  variable  annuities through banks in the United States. In
addition,  in 2001 The Hartford Mutual Funds, Inc. reached $12 billion in assets
faster than any other retail-oriented  mutual fund family in history,  according
to Strategic Insight.

2001 COMPARED TO 2000 -- Revenues in the Investment  Products segment  increased
$126,  or 5%, driven  primarily by other  investment  products.  Fee income from
other investment  products  increased $59, or 21%,  principally due to growth in
Life's mutual fund assets under  management.  Mutual fund assets  increased $5.4
billion,  or 47%, to $16.8 billion as of

                                     - 21 -
<PAGE>

December  31,  2001,  due to strong  sales and the  inclusion of the mutual fund
assets  acquired  from  Fortis.  Net  investment  income  from other  investment
products  increased  $113,  or 20%,  due  mostly to growth in the  institutional
business,  where  account  values were $9.1  billion at December  31,  2001,  an
increase of $1.4 billion, or 18%, from a year ago. The increase in revenues from
other investment  products was partially offset by individual  annuity revenues,
which  decreased  $46,  or 3%.  Fee income and net  investment  income  from the
individual  annuity  business  acquired from Fortis  helped to partially  offset
lower  revenues  in  the  individual   annuity  operation  which  was  primarily
associated with decreased account values resulting from the lower equity markets
as compared to the prior year. Individual annuity account values at December 31,
2001 were $84.2  billion,  a decrease of $3.1 billion,  or 4%, from December 31,
2000.

Benefits,  claims and expenses  increased $121, or 7%, driven by higher interest
credited and insurance  operating expenses related to other investment  products
consistent with the revenue growth described above. Interest credited related to
other  investment  products  increased  $83, or 18%, while  insurance  operating
expenses  increased $44, or 17%. Also,  individual  annuity  benefits and claims
expenses  increased $35, or 14%,  principally due to the business  acquired from
Fortis and higher death  benefits  resulting  from the lower  equity  markets in
2001.  Individual  annuity's insurance operating costs increased $13, or 4%, due
to the business  acquired from Fortis.  Excluding Fortis,  individual  annuity's
operating expenses decreased $39, or 4%, from prior year, driven by management's
continued focus on maintaining  operating expense levels.  Partially  offsetting
the increase in benefits,  claims, and insurance  operating costs was a decrease
in amortization of deferred  policy  acquisition  costs resulting from the lower
gross profits  associated  with the individual  annuity  business.  In addition,
income tax expense for the twelve  months  ended  December  31, 2001 was $118, a
$45, or 28%,  decrease due to lower pretax  operating income and the ongoing tax
impact related to separate account investment activity.

Operating income increased $39, or 9%. These increases were driven by the growth
in revenues in other investment  products  described above, the favorable impact
of Fortis and the lower  effective  tax rate related to the  individual  annuity
business.

2000  COMPARED TO 1999 -- Revenues  increased  $339,  or 17%,  primarily  due to
higher fee income in the individual  annuity and retail mutual fund  operations.
Fee income  generated by individual  annuities  increased  $227,  or 20%,  while
related average account values grew $8.2 billion, or 10%, to $88.1 billion.  The
growth in average  account  values was due,  in part,  to strong  sales of $10.7
billion  in  2000,  and the  significant  equity  market  performance  in  1999,
partially  offset by surrenders.  Although  average  individual  annuity account
values in 2000 were  higher  than 1999,  account  values at  December  31,  2000
declined $1.7 billion,  or 2%, as compared to December 31, 1999, as strong sales
were not sufficient to offset surrenders and the impact of the retreating equity
markets.  In addition,  fee income from other investment products increased $99,
or 54%,  primarily driven by the Company's  retail mutual fund operation,  where
related assets under management increased $4.0 billion, or 63%. This substantial
increase in the retail mutual fund operation was due to sales of $5.2 billion in
2000, which was partially offset by redemptions.

Due to the continued growth in this segment, particularly the individual annuity
and retail mutual fund operations, total benefits, claims and expenses increased
$229,  or 15%.  This  increase  was driven by  amortization  of deferred  policy
acquisition  costs and operating  expenses,  which grew $86, or 20%, and $43, or
15%,  respectively,  primarily  related  to  growth  in the  individual  annuity
operation.  Additionally,   non-deferred  commissions  increased  $83,  or  59%,
principally related to growth in the retail mutual fund operation.

Operating income increased $94, or 28%,  primarily due to the growth in revenues
discussed above.  Additionally,  the Investment  Products  segment  continued to
maintain its profit margins related to its primary businesses, thus contributing
to  the  segment's  earnings  growth.  In  particular,  its  individual  annuity
operation's  operating  expenses as a percentage of average  individual  annuity
account values remained consistent with the prior year at 21 basis points.

OUTLOOK

The  market  for  retirement   products   continues  to  expand  as  individuals
increasingly  save and plan for retirement.  Demographic  trends suggest that as
the "baby boom" generation  matures, a significant  portion of the United States
population  will allocate a greater  percentage of their  disposable  incomes to
saving for their  retirement  years due to  uncertainty  surrounding  the Social
Security system and increases in average life expectancy.  As this market grows,
particularly  for  variable  annuities  and  mutual  funds,  new  companies  are
continually entering the market,  aggressively seeking distribution channels and
pursuing  market share.  This trend is not expected to subside,  particularly in
light  of  the   Gramm-Leach-Bliley   Act  of  1999  ("the  Financial   Services
Modernization Act"), which permits affiliations among banks, insurance companies
and securities firms.

Management believes that it has developed and implemented strategies to maintain
and enhance its position as a market leader in the financial  services industry.
For example,  The  Hartford is  introducing  a tax  advantaged  college  savings
product   (529  plan)  in  early  2002  called   SMART  529.   SMART  529  is  a
state-sponsored  education  savings  program  established  by the  State of West
Virginia  which offers an easy way for both the  residents of West  Virginia and
out-of-state  participants  to invest  for a college  education.  SMART 529 will
allow investors to choose from a wide variety of investment  portfolios to match
their risk  preference  to help  accumulate  savings for college.  The SMART 529
product  complements  Hartford Life's existing  offering of investment  products
(mutual  funds,  variable  annuities,  401 (k), 457 and 403 (b) plans).  It also
leverages  The  Company's   capabilities  in  distribution,   service  and  fund
performance.  The Hartford believes this is a significant market opportunity and
the benefits of investing in 529 plans will be well  received by many  Americans
saving for college.

                                     - 22 -
<PAGE>
- --------------------------------------------------------------------------------
INDIVIDUAL LIFE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
OPERATING SUMMARY
                                                                                  2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                 <C>                  <C>
Fee income and other                                                         $     647           $     459            $     412
Net investment income                                                              243                 181                  172
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL REVENUES                                                           890                 640                  584
          ----------------------------------------------------------------------------------------------------------------------
Benefits, claims and claim adjustment expenses                                     385                 274                  258
Amortization of deferred policy acquisition costs                                  168                 145                  129
Insurance operating costs and other expenses                                       159                 103                   88
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL BENEFITS, CLAIMS AND EXPENSES                                      712                 522                  475
          ----------------------------------------------------------------------------------------------------------------------
          INCOME BEFORE INCOME TAXES                                               178                 118                  109
Income tax expense                                                                  57                  39                   38
- --------------------------------------------------------------------------------------------------------------------------------
          OPERATING INCOME                                                   $     121           $      79            $      71
          ----------------------------------------------------------------------------------------------------------------------
Variable life account values                                                 $   3,993           $   2,947            $   2,595
Total account values                                                         $   7,868           $   5,849            $   5,419
- --------------------------------------------------------------------------------------------------------------------------------
Variable life insurance in force                                             $  61,617           $  33,460            $  23,854
Total life insurance in force                                                $ 120,269           $  75,113            $  66,690
================================================================================================================================
</TABLE>

The  Individual  Life  segment  sells  a  variety  of life  insurance  products,
including variable life,  universal life, interest sensitive whole life and term
life insurance  primarily to the high end estate and business  planning markets.
Additionally,  the Fortis  transaction,  through the addition of a retail broker
dealer,  which has been renamed  Woodbury  Financial  Services,  has allowed the
Individual Life segment to increase its reach in the emerging affluent market.

2001 COMPARED TO 2000 -- Revenues in the Individual Life segment increased $250,
or  39%,  primarily  due to the  business  acquired  from  Fortis.  Fee  income,
including cost of insurance charges,  increased $180, or 40%, driven principally
by growth in the variable life  business  where account  values  increased  $1.0
billion,  or 35%, and life insurance in force increased  $28.2 billion,  or 84%,
from a year ago. In addition,  net investment income on general account business
(universal life,  interest sensitive whole life and term life) increased $66, or
34%, consistent with the growth in related account values.

Benefits,  claims and expenses  increased  $190, or 36%, due  principally to the
growth in revenues described above.  Although death benefits were higher in 2001
than the prior  year as a result of the  increase  in life  insurance  in force,
year-to-date  mortality experience (expressed as death claims as a percentage of
net amount at risk) for 2001 was within pricing assumptions.

Operating  income  increased  $42, or 53%,  primarily due to the revenue  growth
described  above.  Individual  Life incurred an after-tax  loss of $3 related to
September 11.  Excluding  this loss,  operating  income  increased  $45, or 57%,
primarily due to the growth factors described above.

2000 COMPARED TO 1999 -- Revenues  increased  $56, or 10%,  resulting  primarily
from fee income  associated  with the growing block of variable life  insurance.
Fee income  increased  $59, or 15%, as variable  life account  values  increased
$352, or 14%, and variable life insurance in force  increased  $9.6 billion,  or
40%.

Benefits,  claims and expenses increased $47, or 10%, primarily due to a $16, or
6%,  increase in benefits,  claims and claim  adjustment  expenses and a $16, or
12%,  increase in  amortization  of deferred  policy  acquisition  costs  mostly
associated with the growth in this segment's  variable  business.  Additionally,
insurance  operating  costs and other expenses  increased $15, or 17%,  directly
associated with the growth in this segment as previously described.

Operating  income  increased  $8, or 11%,  primarily due to higher fee income as
mortality  experience  (death  claims as a percentage of net amount at risk) was
consistent with prior year.

OUTLOOK

Management  believes  that the  Company's  strong  market  position will provide
opportunities  for growth in this segment as individuals  increasingly  focus on
estate planning. The Hartford's acquisition of the United States individual life
insurance  business  of Fortis has  increased  its scale  while  broadening  its
distribution capabilities as described above.

                                     - 23 -
<PAGE>

- --------------------------------------------------------------------------------
GROUP BENEFITS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

OPERATING SUMMARY
                                                                                  2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                  <C>                  <C>
Earned premiums and other                                                   $    2,259           $   1,981            $   1,829
Net investment income                                                              248                 226                  195
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL REVENUES                                                         2,507               2,207                2,024
          ----------------------------------------------------------------------------------------------------------------------
Benefits, claims and claim adjustment expenses                                   1,874               1,643                1,507
Insurance operating costs and other expenses                                       498                 450                  415
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL BENEFITS, CLAIMS AND EXPENSES                                    2,372               2,093                1,922
          ----------------------------------------------------------------------------------------------------------------------
          INCOME BEFORE INCOME TAXES                                               135                 114                  102
Income tax expense                                                                  29                  24                   23
- --------------------------------------------------------------------------------------------------------------------------------
        OPERATING INCOME                                                    $      106           $      90            $      79
================================================================================================================================
</TABLE>

The Hartford is a leading  provider of group benefits,  and through this segment
sells  group  life and group  disability  insurance  as well as other  products,
including  stop  loss and  supplementary  medical  coverages  to  employers  and
employer sponsored plans,  accidental death and  dismemberment,  travel accident
and other special risk coverages to employers and associations. The Company also
offers disability underwriting,  administration,  claims processing services and
reinsurance to other insurers and self-funded employer plans.

2001 COMPARED TO 2000 -- Revenues in the Group Benefits segment  increased $300,
or 14%,  driven  primarily by growth in premiums,  which increased $278, or 14%,
due to solid  persistency  and  increased  premium rates related to the in force
block of business,  and strong sales to new  customers.  Fully  insured  ongoing
sales for the year ended December 31, 2001 were $531,  $85, or 19%,  higher than
the prior year.  Additionally,  net investment income increased $22, or 10%, due
to the overall growth in the in-force business.

Total benefits,  claims and expenses increased $279, or 13%, driven primarily by
higher  benefits and claims which  increased  $231, or 14%. These  increases are
consistent  with the growth in the business  described  above as the loss ratios
(defined as benefits and claims and claim adjustment expenses as a percentage of
premiums and other  considerations) have remained relatively consistent with the
comparable  prior year periods.  In addition,  expenses  other than benefits and
claims  increased  $48,  or 11%,  for the year ended  December  31,  2001,  also
consistent with the overall growth in the segment.

Operating  income  increased $16, or 18%,  driven by overall  revenue growth and
consistent loss and expense ratios as compared to the prior year. Group Benefits
incurred an after-tax  loss of $2 related to September 11;  excluding this loss,
operating income increased $18, or 20%.
2000 COMPARED TO 1999 -- Revenues  increased  $183,  or 9%, driven  primarily by
growth in fully insured premiums,  excluding  buyouts,  which increased $182, or
10%, principally due to favorable persistency of the in force block of business,
as well as new sales. Also contributing to the revenue growth was an increase in
net investment income of $31, or 16%.

Total  benefits,  claims and expenses  increased  $171, or 9%,  primarily due to
higher benefits,  claims and claim adjustment expenses which, excluding buyouts,
increased $168, or 12%, directly related to revenue growth in this segment.  The
segment's  combined  ratio  (ratio of total  benefits,  claims and expenses as a
percentage of earned premiums and other) was consistent with the prior year.

Operating  income  increased  $11,  or 14%,  primarily  driven by the  increased
revenues described above.

OUTLOOK

As  employers  continue  to offer  benefit  plans in order to attract and retain
valued  employees,  management  expects  that the need for group  life and group
disability  insurance  will  continue to expand and believes the Company is well
positioned to take advantage of this growth potential.

The Group Benefits segment offered Medicare  supplement  insurance to members of
several retired military officer associations.  Federal legislation effective in
the fourth quarter of 2001, now provides  retired  military  officers age 65 and
older with full medical  insurance paid for by the  government,  eliminating the
need for  Medicare  supplement  insurance.  This  legislation  will reduce Group
Benefits premium revenues by approximately $131 in 2002.

                                     - 24 -
<PAGE>

- --------------------------------------------------------------------------------
CORPORATE OWNED LIFE INSURANCE (COLI)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
OPERATING SUMMARY
                                                                                  2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                <C>                 <C>
Fee income and other                                                         $     367          $      401          $       400
Net investment income                                                              352                 366                  431
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL REVENUES                                                           719                 767                  831
          ----------------------------------------------------------------------------------------------------------------------
Benefits, claims and claim adjustment expenses                                     514                 545                  621
Insurance operating costs and expenses                                              84                 102                   59
Dividends to policyholders                                                          66                  67                  104
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL BENEFITS, CLAIMS AND EXPENSES                                      664                 714                  784
          ----------------------------------------------------------------------------------------------------------------------
          INCOME BEFORE INCOME TAXES                                                55                  53                   47
Income tax expense                                                                  18                  19                   17
- --------------------------------------------------------------------------------------------------------------------------------
          OPERATING INCOME                                                   $      37          $       34          $        30
          ----------------------------------------------------------------------------------------------------------------------
Variable COLI account values                                                 $  18,019          $   15,937          $    12,386
Leveraged COLI account values                                                    4,315               4,978                5,729
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL ACCOUNT VALUES                                               $  22,334          $   20,915          $    18,115
================================================================================================================================
</TABLE>

The  Hartford is a leader in the COLI  market,  which  includes  life  insurance
policies purchased by a company on the lives of its employees,  with the company
or a trust sponsored by the company named as beneficiary under the policy. Until
the Health Insurance  Portability and  Accountability  Act of 1996 ("HIPA Act of
1996"),  the Company sold two principal  types of COLI  business,  leveraged and
variable products. Leveraged COLI is a fixed premium life insurance policy owned
by a company or a trust sponsored by a company.  The HIPA Act of 1996 phased out
the  deductibility  of interest on policy loans under leveraged COLI through the
end of 1998,  virtually  eliminating all future sales of this product.  Variable
COLI continues to be a product used by employers to fund non-qualified  benefits
or other postemployment benefit liabilities.

2001 COMPARED TO 2000 -- COLI revenues decreased $48, or 6%, mostly due to lower
fee income and net investment income. Fee income and other decreased $34, or 8%,
due to a decline in variable  COLI sales and deposits  which were  approximately
$1.5  billion in 2001 as  compared to $2.9  billion in 2000.  In  addition,  net
investment  income  decreased  $14, or 4%, due primarily to lower interest rates
and the decline in leveraged COLI account values.

Benefits,  claims and expenses  decreased  $50, or 7%,  directly  related to the
decrease in revenue discussed above.

Operating  income  increased $3, or 9%,  primarily due to the overall  growth in
variable COLI business and earnings  associated with the leveraged COLI business
recaptured in 1998. COLI incurred an after-tax charge of $2 related to September
11; excluding this charge, operating income increased $5, or 15%.

2000  COMPARED  TO 1999 -- Revenues in the COLI  segment  decreased  $64, or 8%,
primarily due to a decline in net investment income of $65, or 15%. This decline
was principally due to the leveraged COLI block of business,  as related account
values decreased $751, or 13%, as a result of the continued downsizing caused by
the HIPA Act of 1996.

Total benefits,  claims and expenses  decreased $70, or 9%, primarily due to the
factor described above.

Operating  income  increased  $4, or 13%,  principally  due to the variable COLI
business where related account values increased $3.6 billion, or 29%, as well as
earnings associated with a block of leveraged COLI business recaptured in 1998.

OUTLOOK

The focus of this  segment is variable  COLI,  which  continues  to be a product
generally   used  by   employers  to  fund   non-qualified   benefits  or  other
postemployment  benefit  liabilities.  The  leveraged  COLI  product has been an
important  contributor to The Hartford's  profitability in recent years and will
continue  to  contribute  to the  profitability  of The  Hartford in the future,
although the level of profit is expected to decline  over the long run.  COLI is
subject to a changing  legislative and regulatory  environment that could have a
material adverse effect on its business.

                                     - 25 -
<PAGE>

- --------------------------------------------------------------------------------
PROPERTY & CASUALTY
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

OPERATING SUMMARY
                                                                                  2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>                  <C>
Earned premiums                                                                $ 7,267             $ 7,055              $ 6,578
Net investment income                                                            1,053               1,072                1,065
Other revenue [1]                                                                  363                 343                  310
Net realized capital gains (losses)                                               (103)                234                   39
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL REVENUES                                                         8,580               8,704                7,992
          ----------------------------------------------------------------------------------------------------------------------
Benefits, claims and claim adjustment expenses                                   6,146               5,253                4,848
Amortization of deferred policy acquisition costs                                1,572               1,542                1,443
Insurance operating costs and expenses                                             647                 677                  647
Goodwill amortization                                                                3                   5                    4
   Other expenses [2]                                                              547                 543                  501
- --------------------------------------------------------------------------------------------------------------------------------
         TOTAL BENEFITS, CLAIMS AND EXPENSES                                     8,915               8,020               7,443
         -----------------------------------------------------------------------------------------------------------------------
         INCOME (LOSS) BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND
            CUMULATIVE EFFECT OF ACCOUNTING CHANGE                                (335)                684                  549
Income tax expense (benefit)                                                      (236)                190                   68
- --------------------------------------------------------------------------------------------------------------------------------
         INCOME (LOSS) BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT
           OF ACCOUNTING CHANGE                                                    (99)                494                  481
Extraordinary loss from early retirement of debt, net of tax [3]                    (8)                 --                   --
Cumulative effect of accounting change, net of tax [4]                              (8)                 --                   --
- --------------------------------------------------------------------------------------------------------------------------------
         NET INCOME (LOSS) [5]                                                    (115)                494                  481
Less:    Restructuring charges, net of tax                                         (10)                 --                   --
         Extraordinary loss from early retirement of debt, net of tax [3]           (8)                 --                   --
         Cumulative effect of accounting change, net of tax [4]                     (8)                 --                   --
         Net realized capital gains (losses), after-tax                            (75)                 65                   25
- --------------------------------------------------------------------------------------------------------------------------------
         OPERATING INCOME (LOSS) [5]                                           $   (14)            $   429              $   456
================================================================================================================================
<FN>
[1]   Primarily servicing revenue.
[2]   Includes  restructuring  charges  of $15 for the year ended  December  31,
      2001.
[3]   Represents  the write-off of  unamortized  issuance costs on the Company's
      8.35% Cumulative Quarterly Income Preferred Securities which were redeemed
      on December 31, 2001.
[4]   Represents the cumulative  impact of the Company's  adoption of EITF Issue
      99-20.
[5]   2001 includes $420 of after-tax losses related to September 11.
</FN>
</TABLE>

As discussed  above,  Property & Casualty was  reorganized  into six  reportable
operating  segments  and,  effective  January 1, 2001,  is reported as the North
American underwriting  segments of Business Insurance,  Affinity Personal Lines,
Personal  Insurance,   Specialty  Commercial  and  Reinsurance;  and  the  Other
Operations segment.  Also reported within Property & Casualty is North American,
which  includes  the  combined   underwriting  results  of  the  North  American
underwriting segments along with income and expense items not directly allocable
to these segments, such as net investment income, net realized capital gains and
losses, other expenses including interest and income taxes.

The following is a summary of Property & Casualty  operating income,  after-tax.
Operating income excludes net realized  capital gains and losses,  restructuring
charges, extraordinary items and the cumulative effect of accounting changes.

<TABLE>
<CAPTION>
 (after-tax)                                                                      2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                  <C>                  <C>
 North American
 Underwriting results excluding September 11                                   $  (207)             $ (146)              $ (120)
 September 11                                                                     (420)                 --                   --
- --------------------------------------------------------------------------------------------------------------------------------
 UNDERWRITING RESULTS                                                             (627)               (146)                (120)
 Net investment income                                                             722                 695                  684
 Other expenses [1]                                                               (115)               (137)                (130)
- --------------------------------------------------------------------------------------------------------------------------------
     NORTH AMERICAN OPERATING INCOME (LOSS)                                        (20)                412                  434
 Other Operations operating income                                                   6                  17                   22
- --------------------------------------------------------------------------------------------------------------------------------
     OPERATING INCOME (LOSS)                                                   $   (14)             $  429               $  456
================================================================================================================================
<FN>
[1]   Includes interest, net servicing income and goodwill amortization.
</FN>
</TABLE>

Underwriting  results are discussed in each of the Business Insurance,  Affinity
Personal Lines, Personal Insurance, Specialty Commercial and Reinsurance segment
sections.  Net investment  income and net realized  capital gains and losses are

                                     - 26 -
<PAGE>

discussed in the Investments section. (For a further discussion of September 11,
see Capital  Resources and Liquidity section and Note 2 of Notes to Consolidated
Financial Statements.)

2001 COMPARED TO 2000 -- Operating  income decreased $443 as compared with 2000.
Excluding the $420 impact of September 11,  operating  income  decreased $23, or
5%. Earned premium growth in Business  Insurance due to price increases,  strong
new  business  growth and  improved  premium  renewal  retention,  as well as an
increase in North American  investment income, was offset by increased losses in
the  personal  automobile  lines of business and in  Reinsurance.  A decrease in
underwriting  results of $16, after-tax,  related to Enron Corporation and lower
income resulting from the sales of international  subsidiaries  also contributed
to the decrease.

2000 COMPARED TO 1999 -- Operating income decreased $27, or 6%, primarily due to
adverse  loss  development  in  Reinsurance,  expenses  related to the  Business
Insurance  field office and claim  reorganizations,  deteriorating  underwriting
results from discontinued operations (PENCO, Canada, Farm and IRI) and increased
automobile losses in the Personal Insurance segment.  Partially  offsetting this
decrease  was a reduction  in property  catastrophe  losses and  improvement  in
Business Insurance mid-market results.

- --------------------------------------------------------------------------------
BUSINESS INSURANCE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
OPERATING SUMMARY
                                                                                  2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>                  <C>
Written premiums [1]                                                           $ 2,886             $ 2,405              $ 2,227
- --------------------------------------------------------------------------------------------------------------------------------
Earned premiums [1]                                                            $ 2,645             $ 2,298              $ 2,202
Benefits, claims and claim adjustment expenses                                   1,704               1,506                1,525
Amortization of deferred policy acquisition costs                                  681                 605                  566
Insurance operating costs and expenses                                             257                 237                  234
- --------------------------------------------------------------------------------------------------------------------------------
         UNDERWRITING RESULTS EXCLUDING SEPTEMBER 11                                 3                 (50)                (123)
         September 11                                                             (245)                 --                  --
         -----------------------------------------------------------------------------------------------------------------------
         UNDERWRITING RESULTS                                                  $  (242)            $   (50)             $  (123)
         -----------------------------------------------------------------------------------------------------------------------
Combined ratio excluding September 11                                             97.8               100.6                105.6
Combined ratio impact of September 11                                              9.3                  --                   --
- --------------------------------------------------------------------------------------------------------------------------------
Combined ratio                                                                   107.1               100.6                105.6
================================================================================================================================
<FN>
[1]   2001 excludes $15 of reinsurance cessions related to September 11.
</FN>
</TABLE>

Business  Insurance  provides workers'  compensation,  property,  automobile and
liability  coverages to small ("Select Customer") and mid-sized ("Key Accounts")
commercial  businesses primarily throughout the United States. This segment also
provides commercial risk management products and services to small and mid-sized
members of affinity groups in addition to marine coverage.

2001 COMPARED TO 2000 -- Written  premiums  increased  $481,  or 20%,  driven by
strong growth in Select  Customer and Key Accounts.  Select  Customer  increased
$209, or 19%, as a result of pricing increases, strong premium renewal retention
and  the  success  of  product,   marketing,   technology   and  service  growth
initiatives.  The  increase in Key Accounts of $195,  or 19%,  was  attributable
primarily  to  significant   pricing  increases  and  improved  premium  renewal
retention as well as strong new business growth.

Excluding the impact of September 11, underwriting  results improved $53, with a
corresponding  2.8 point decrease in the combined ratio. The improvement for the
year was primarily due to strong  pricing and decreased  frequency loss costs as
well as an improved expense ratio. The favorable expense ratio was the result of
current year benefits of the 2000 field office reorganization and reorganization
costs in 2000 not recurring in 2001.

2000 COMPARED TO 1999 -- Written premiums  increased $178, or 8%, primarily as a
result of strong growth in Select  Customer,  up $171, or 19%.  Enhanced product
offerings,  targeted geographic  strategies and new business growth coupled with
mid-single digit price increases were the primary drivers of the Select Customer
growth. This increase was slightly offset by a 2% decrease in Key Accounts.  The
decline  in  mid-market  premiums  reflected  the  effective  execution  of  the
Company's  underwriting   initiatives,   although  significant  price  increases
partially mitigated this decrease.

Underwriting  results improved $73, or 5.0 combined ratio points,  primarily the
result of reduced loss ratios due to the effective  execution of pricing actions
and lower catastrophe losses. A decrease in the expense ratio, despite field and
claim reorganization costs, also contributed to the lower combined ratio.

OUTLOOK

Firming  market  conditions  in the standard  commercial  sector are expected to
continue  in  2002,  although  price  competition  within  many  markets  of the
commercial  industry  will remain a  challenge.  Additionally,  September 11 has
created an ambiguous  environment and economic uncertainty as federal backing in
the event of future terrorist  attacks remains  uncertain.  Uncertainties in the
reinsurance  market  also may impact the  segment's  ability to obtain  adequate
reinsurance  coverage for certain  exposures at a reasonable  price.  Management
expects  significant  growth in small commercial  businesses will continue to be
achieved,  in part, due to continued  strategic actions being implemented.  This
includes providing a complete product solution for the small commercial coverage
needs  of  the

                                     - 27 -
<PAGE>

segment's  customers,   expanding  non-traditional   distribution  alternatives,
executing geographic market share strategies and developing technology solutions
that deliver  superior  business tools to The Hartford's  agents,  alliances and
policyholders.  Continued pricing and underwriting  actions in the middle market
business should continue to have a positive impact on overall  profitability  in
2002.

- --------------------------------------------------------------------------------
AFFINITY PERSONAL LINES
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
OPERATING SUMMARY
                                                                                  2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>                  <C>
Written premiums                                                               $ 1,839             $ 1,659              $ 1,527
- --------------------------------------------------------------------------------------------------------------------------------
Earned premiums                                                                $ 1,741             $ 1,583              $ 1,468
Benefits, claims and claim adjustment expenses                                   1,400               1,220                1,125
Amortization of deferred policy acquisition costs                                  180                 164                  155
Insurance operating costs and expenses                                             197                 182                  169
- --------------------------------------------------------------------------------------------------------------------------------
         UNDERWRITING RESULTS EXCLUDING SEPTEMBER 11                               (36)                 17                   19
         September 11                                                               (3)                 --                   --
         -----------------------------------------------------------------------------------------------------------------------
         UNDERWRITING RESULTS                                                  $   (39)            $    17              $    19
         -----------------------------------------------------------------------------------------------------------------------
Combined ratio excluding September 11                                            102.8               100.0                100.2
Combined ratio impact of September 11                                              0.1                  --                   --
- --------------------------------------------------------------------------------------------------------------------------------
Combined ratio                                                                   102.9               100.0                100.2
- --------------------------------------------------------------------------------------------------------------------------------
Other revenue [1]                                                              $   150             $   166              $   162
================================================================================================================================
<FN>
[1]   Primarily servicing revenue.
</FN>
</TABLE>

Affinity Personal Lines provides automobile,  homeowners and home-based business
coverages to individuals  across the United States.  Affinity  Personal Lines is
organized to provide customized  products and services to the following markets:
the membership of AARP through a direct marketing operation; customers of Sears,
Roebuck & Co.  ("Sears")  and Ford Motor  Company and Ford Motor Credit  Company
(collectively, "Ford") as well as customers of financial institutions through an
affinity center.  Affinity  Personal Lines also operates a member contact center
for health insurance  products  offered through AARP's Health Care Options.  The
Hartford's  exclusive licensing  arrangement with AARP, which was renewed during
the fourth quarter of 2001,  continues  through  January 1, 2010 for automobile,
homeowners and home-based business.  The Health Care Options agreement continues
through 2007.

2001 COMPARED TO 2000 -- Written  premiums  increased  $180,  or 11%,  driven by
growth in both the AARP  program and  Affinity  business  unit.  AARP  increased
primarily as a result of strong new business growth and continued steady premium
renewal  retention.  The improvement in the Affinity  business unit continues to
reflect increased new business from the Ford and Sears accounts.

Excluding the impact of September 11, underwriting results decreased $53, with a
corresponding 2.8 point increase in the combined ratio. Higher automobile losses
continue to adversely  impact  underwriting  results and the combined  ratio. In
addition, the loss adjustment expense ratio increased,  primarily as a result of
higher losses and increased  litigation costs.  Although  underwriting  expenses
increased,  primarily  due to  increased  written  premiums,  the expense  ratio
improved  slightly  as  compared  to the prior  year,  primarily  as a result of
prudent expense management.

2000 COMPARED TO 1999 -- Written  premiums  increased $132, or 9%, due primarily
to policy  count growth and  improved  renewal  retention in the AARP program as
well as growth in the Affinity  business unit resulting from increased  business
from the Ford and Sears accounts.

Underwriting  results  decreased $2, with a slight  improvement  in the combined
ratio.  The  decrease in  underwriting  results was  primarily  due to increased
automobile losses, partially offset by strong improvement in the AARP homeowners
line. The combined ratio improvement was primarily attributable to a decrease in
the expense ratio, reflecting productivity gains from prior initiatives.

OUTLOOK

The  personal  lines  industry  is  struggling  to regain its  momentum  towards
profitability  as rising loss costs resulting from inflation in both medical and
automobile repair costs have adversely impacted results. In addition,  September
11 will likely have negative short-term implications to the industry as a result
of  lower  investment   yields  and  higher   reinsurance   rates.  More  severe
catastrophes could also impact future results. Management does believe, however,
that  with  increased  rate  activity,  the  personal  lines  industry  will  be
positioned for recovery.

During  the  fourth  quarter  of  2001,  The  Hartford's   exclusive   licensing
arrangement  with  AARP to  offer  personal  insurance  products  to the over 34
million  AARP  members  was  renewed  through  January 1, 2010.  This  agreement
provides the segment with an important  competitive  advantage.  Favorable "baby
boom" demographics as well as initiatives  implemented to further strengthen the
AARP relationship are expected to increase membership during this period.

                                     - 28 -
<PAGE>

- --------------------------------------------------------------------------------
PERSONAL INSURANCE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
OPERATING SUMMARY
                                                                                  2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                  <C>                   <C>
Written premiums                                                               $ 1,021              $  988                $ 943
- --------------------------------------------------------------------------------------------------------------------------------
Earned premiums                                                                $ 1,006              $  964                $ 875
Benefits, claims and claim adjustment expenses                                     764                 701                  607
Amortization of deferred policy acquisition costs                                  205                 213                  193
Insurance operating costs and expenses                                              79                  65                   60
- --------------------------------------------------------------------------------------------------------------------------------
         UNDERWRITING RESULTS EXCLUDING SEPTEMBER 11                           $   (42)             $  (15)               $  15
         September 11                                                               (6)                 --                   --
         -----------------------------------------------------------------------------------------------------------------------
         UNDERWRITING RESULTS                                                  $   (48)             $  (15)               $  15
         -----------------------------------------------------------------------------------------------------------------------
Combined ratio excluding September 11                                            102.9               100.3                 98.4
Combined ratio impact of September 11                                              0.5                  --                   --
- --------------------------------------------------------------------------------------------------------------------------------
Combined ratio                                                                   103.4               100.3                 98.4
================================================================================================================================
</TABLE>

Personal  Insurance  provides  automobile,  homeowners and  home-based  business
coverages  to  individuals  across  the United  States.  Personal  Insurance  is
organized to provide products and services to individuals who prefer local agent
involvement  through a network of  independent  agents in the standard  personal
lines market and through Omni  Insurance  Group  ("Omni"),  in the  non-standard
automobile market.

2001 COMPARED TO 2000 -- Written premiums increased $33, or 3%, primarily due to
premium growth in the standard  automobile  and homeowners  lines as a result of
pricing  increases and strong premium  renewal  retention.  Premium  declines in
non-standard  auto reflect  decreased  policy counts,  the result of significant
price increases to address loss cost issues.

Excluding the impact of September 11, underwriting results decreased $27, with a
corresponding  2.6 point increase in the combined  ratio.  Increased  automobile
losses in both standard and  non-standard  adversely  impacted the  underwriting
results and combined ratios. In addition, higher losses and increased litigation
costs resulted in an increase in the loss  adjustment  expense ratio.  Partially
offsetting  the combined  ratio  increase was  improvement in the expense ratio,
primarily due to lower commissions and prudent expense management.

2000 COMPARED TO 1999 -- Written premiums increased $45, or 5%, due primarily to
policy count growth and improved  renewal  retention in the standard  automobile
and homeowners'  lines.  Non-standard  automobile  written premiums through Omni
decreased  for the year as a result of an  expected  consumer  reaction  to rate
increases in certain states.

Underwriting  results  decreased $30, with a corresponding 1.9 point increase in
the combined ratio. The decrease in underwriting results and related increase in
the combined  ratio were  primarily due to increased  standard and  non-standard
automobile losses.  Partially offsetting this decrease was an improvement in the
homeowners  line of business.  A 1.4 point decrease in the expense ratio for the
year reflected the continued trend of productivity gains from prior initiatives.

OUTLOOK

The  personal  lines  industry  is  struggling  to regain its  momentum  towards
profitability  as rising loss costs resulting from inflation in both medical and
automobile repair costs have adversely impacted results. In addition,  September
11 will likely have negative short-term implications to the industry in the form
of  lower  investment   yields  and  higher   reinsurance   rates.  More  severe
catastrophes could also impact future results. Management does believe, however,
that  with  increased  rate  activity,  the  personal  lines  industry  will  be
positioned for recovery.

Strategic  actions  being  taken  by  the  Personal  Insurance  segment  include
unprofitable  agency  closures in the  standard  lines and a continued  shift in
state  mix away from poor loss  performing  states in  non-standard  automobile.
Additionally,  further  investments in technology,  continued  efforts to reduce
expenses  and improve the product  line,  ease of doing  business  and  customer
service  capability will position Personal Insurance to take advantage of future
market conditions.

                                     - 29 -
<PAGE>

- --------------------------------------------------------------------------------
SPECIALTY COMMERCIAL
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
OPERATING SUMMARY
                                                                                  2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>                  <C>
Written premiums [1]                                                           $   996             $ 1,080              $   954
- --------------------------------------------------------------------------------------------------------------------------------
Earned premiums [1]                                                            $ 1,029             $ 1,034              $   928
Benefits, claims and claim adjustment expenses                                     766                 779                  630
Amortization of deferred policy acquisition costs                                  267                 268                  257
Insurance operating costs and expenses                                              91                  90                   89
- --------------------------------------------------------------------------------------------------------------------------------
             UNDERWRITING RESULTS EXCLUDING SEPTEMBER 11                       $   (95)            $  (103)             $   (48)
             September 11                                                         (167)                 --                   --
             -------------------------------------------------------------------------------------------------------------------
             UNDERWRITING RESULTS                                              $  (262)            $  (103)             $   (48)
             -------------------------------------------------------------------------------------------------------------------
Combined ratio excluding September 11                                            108.3               107.1                105.1
Combined ratio impact of September 11                                             16.5                  --                   --
- --------------------------------------------------------------------------------------------------------------------------------
Combined ratio                                                                   124.8               107.1                105.1
- --------------------------------------------------------------------------------------------------------------------------------
Other revenue [2]                                                              $   213             $   168              $   141
================================================================================================================================
<FN>
[1]   2001 excludes $7 of reinsurance cessions related to September 11.
[2]   Primarily servicing revenue.
</FN>
</TABLE>

Specialty  Commercial  provides  insurance  through retailers and wholesalers to
large  commercial  clients  and  insureds  requiring  a variety  of  specialized
coverages.  The segment's  results also include the  professional  liability and
bond lines as well as First State  Management  Group,  a leading  underwriter of
excess and surplus lines business produced  primarily through wholesale brokers.
Agricultural  and  livestock  products are also included in the property line of
business in Specialty Commercial.

2001 COMPARED TO 2000 -- Written premiums decreased $84, or 8%, primarily due to
a decrease in written  premiums from sold or exited business lines which include
farm,  public  entity and  Canada.  Partially  offsetting  the  decrease  was an
increase  in  written  premiums  due to The  Hartford's  purchase,  in the third
quarter of 2000, of the in force, new and renewal financial products business as
well as the majority of the excess and surplus lines  business of Reliance Group
Holdings,  Inc.  ("Reliance"),  which  resulted  in  $60 of  additional  written
premiums as compared with 2000.

Excluding the impact of September 11,  underwriting  results improved $8, with a
1.2 point increase in the combined ratio. The improved underwriting results were
primarily a result of favorable  results in the  property  lines of business and
lower losses and  underwriting  expenses from the sold or exited business lines.
Partially  offsetting the improvement was deteriorating  underwriting results in
risk  management  and a  decrease  in  underwriting  results  related  to  Enron
Corporation. The increase in the combined ratio was primarily due to an increase
in the commission  ratio as well as additional  taxes,  licenses and fees in the
risk management and  professional  liability lines of business.  The increase in
the commission  ratio was primarily a result of lower ceding  commissions.

2000 COMPARED TO 1999 -- Written premiums  increased $126, or 13%, primarily due
to the  purchase of  Reliance's  in force,  new and renewal  financial  products
business as well as the majority of the excess and surplus lines in 2000,  which
resulted in $108 of additional  written  premiums for the year.  Higher  written
premiums in the casualty line of business also contributed to the increase.

Underwriting  results decreased $55, impacting the combined ratio by 2.0 points,
primarily  the result of increased  losses and loss  adjustment  expenses in the
property and bond lines of business as well as in PENCO and Canada. The combined
ratio was  adversely  impacted by the higher loss  ratios.  The  increase in the
combined ratio was partially offset by a decrease in the expense ratio.

OUTLOOK

Firming  market  conditions in the specialty  commercial  sector are expected to
continue in 2002. However, September 11 has created an ambiguous environment and
economic uncertainty as federal backing in the event of future terrorist attacks
remains  uncertain.  Uncertainties in the reinsurance market also may impact the
segment's ability to obtain adequate  reinsurance coverage for certain exposures
at a reasonable  price.  Strong property pricing should be even stronger in 2002
as a result of  September  11. New  capital is flowing  into the  industry  as a
result of a hardening market, thereby increasing capacity.  Management believes,
however,  that strategic actions being taken which include providing  innovative
new  products as well as  expanding  product  lines;  expanding  non-traditional
distribution  alternatives;  and further leveraging  underwriting discipline and
capabilities  will position the segment to  capitalize on a continued  improving
marketplace.

                                     - 30 -
<PAGE>

- --------------------------------------------------------------------------------
REINSURANCE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
OPERATING SUMMARY
                                                                                  2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                <C>                   <C>
Written premiums [1]                                                           $   918            $    826              $   703
- --------------------------------------------------------------------------------------------------------------------------------
Earned premiums [1]                                                            $   920            $    809              $   680
Benefits, claims and claim adjustment expenses                                     815                 624                  507
Amortization of deferred policy acquisition costs                                  239                 243                  211
Insurance operating costs and expenses                                              15                  15                   10
- --------------------------------------------------------------------------------------------------------------------------------
         UNDERWRITING RESULTS EXCLUDING SEPTEMBER 11                           $  (149)           $    (73)             $   (48)
         September 11                                                             (226)                 --                   --
         -----------------------------------------------------------------------------------------------------------------------
         UNDERWRITING RESULTS                                                  $  (375)           $    (73)             $   (48)
         -----------------------------------------------------------------------------------------------------------------------
Combined ratio excluding September 11                                            116.1               108.9                107.2
Combined ratio impact of September 11                                             27.8                  --                   --
- --------------------------------------------------------------------------------------------------------------------------------
Combined ratio                                                                   143.9               108.9                107.2
================================================================================================================================
<FN>
[1]   2001 excludes $69 of reinsurance cessions related to September 11.
</FN>
</TABLE>

The  Hartford  assumed  reinsurance  worldwide  through  its  thirteen  Hartford
Reinsurance  Company  ("HartRe")  offices and wrote treaty  reinsurance  through
professional reinsurance brokers covering various property,  casualty, specialty
and marine  classes of  business  until the fourth  quarter of 2001.  In October
2001,   HartRe  announced  a  centralization  of  all  underwriting  and  claims
operations in Hartford,  Connecticut  and an exit from all  international  lines
except  catastrophe,  Alternative Risk Transfer  ("ART") and marine.  The exited
international lines contributed $101 of written premiums in 2001.

2001 COMPARED TO 2000 -- Written premiums  increased $92, or 11%,  primarily due
to growth in ART written  premiums,  driven  primarily  by a  significant  first
quarter ART transaction.  The achievement of double-digit  pricing  increases in
traditional  reinsurance  was  offset by  underwriting  discipline  to  maintain
profitability targets.

Excluding the impact of September 11, underwriting results decreased $76, with a
corresponding  7.2  point  increase  in the  combined  ratio.  The  decrease  in
underwriting  results  and  corresponding  increase in the  combined  ratio were
primarily   attributable  to  continued   adverse  loss   development  on  prior
underwriting years.

2000 COMPARED TO 1999 -- Reinsurance  written  premiums  increased $123, or 17%,
primarily due to successful pricing increases in a firming pricing  environment,
as well as growth in new casualty programs business,  and continued execution of
new business development strategies in the ART line.

Underwriting  results  decreased $25, with a corresponding 1.7 point increase in
the  combined   ratio.   This  decrease  was  primarily  due  to  adverse  prior
underwriting  years  loss  development,   partially  offset  by  lower  property
catastrophe losses.

OUTLOOK

As a result of September 11, the reinsurance  market has been  transformed to an
environment  of  some  uncertainty.   Net  new  capital,   price  increases  and
modifications   in  contract  terms  and  conditions  have  contributed  to  the
uncertainty.  The property and casualty  worldwide  reinsurance  market  remains
extremely competitive,  although the pricing environment continued to improve in
2001.  It is  anticipated  by  management  that rates and terms will continue to
improve in 2002. HartRe's  organizational  realignment has created a centralized
organization  aimed at enhancing  core functions  consistent  with the segment's
return  objectives.  HartRe  will  be  established  as a  specialized  worldwide
property  catastrophe  underwriting  practice,  blending technical  underwriting
expertise and state-of-the-art catastrophe modeling and risk portfolio analysis.

                                     - 31 -
<PAGE>

- --------------------------------------------------------------------------------
OTHER OPERATIONS
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
OPERATING SUMMARY
                                                                                  2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                <C>                   <C>
Earned premiums                                                                $    17            $    367              $   425
Net investment income                                                              146                 210                  212
Other revenue                                                                       --                   9                    7
Net realized capital gains                                                           5                  16                   17
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL REVENUES                                                           168                 602                  661
          ----------------------------------------------------------------------------------------------------------------------
Benefits, claims and claim adjustment expenses                                     142                 423                  454
Amortization of deferred policy acquisition costs                                   --                  49                   61
Insurance operating costs and expenses                                               7                  88                   85
Other expenses                                                                       5                   7                    9
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL BENEFITS, CLAIMS AND EXPENSES                                      154                 567                  609
          ----------------------------------------------------------------------------------------------------------------------
          INCOME BEFORE INCOME TAXES                                                14                  35                   52
Income tax expense                                                                   4                   7                   19
- --------------------------------------------------------------------------------------------------------------------------------
          NET INCOME                                                                10                  28                   33
- --------------------------------------------------------------------------------------------------------------------------------
Less:     Net realized capital gains, after-tax                                      4                  11                   11
- --------------------------------------------------------------------------------------------------------------------------------
          OPERATING INCOME                                                     $     6            $     17              $    22
================================================================================================================================
</TABLE>

The Other  Operations  segment,  formerly  International  and Other  Operations,
consists of certain property and casualty  insurance  operations of The Hartford
which have discontinued writing new business. These operations primarily include
First  State  Insurance  Company,  located  in Boston,  Massachusetts;  Heritage
Reinsurance  Company,  Ltd.,  headquartered  in  Bermuda;  and Excess  Insurance
Company,  Ltd, located in the United Kingdom. The main focus of these operations
is  the  proper  disposition  of  claims,   resolving  disputes  and  collecting
reinsurance  proceeds  related  largely to business  underwritten  and reinsured
prior to 1985. Also included in Other Operations are the Company's international
property and casualty businesses.

During the fourth quarter 2001, the Company finalized a new management structure
within its Other Operations  segment that consolidates the management and claims
handling  responsibility of the Company's  environmental and asbestos exposures.
In addition,  the Company  consolidated its  environmental and asbestos reserves
into one legal entity within Other Operations.  The transaction was accomplished
through the use of an intercompany  reinsurance agreement,  and resulted in $602
of reserves, primarily related to environmental and asbestos exposures from 1986
and  prior,  being  ceded  from  the  Specialty   Commercial  segment  to  Other
Operations.  There  was  no  impact  to  the  Company's  consolidated  financial
condition or results of operations as a result of this transaction.

The  Other  Operations  segment  results  include  activity  for  the  Company's
international  property and casualty  businesses up until their dates of sale as
discussed  below.  Products  offered by these  companies  included  property and
casualty  products  in  both  personal  and  commercial  lines  as  well as life
insurance  products and services  designed to meet the needs of local customers.
The sale of all of The Hartford's property and casualty international businesses
continued  the  Company's  strategic  shift in its  international  operations to
emphasize growth  opportunities  in asset  accumulation  business.

In  September  2001,  The  Hartford  entered  into  an  agreement  to  sell  its
Singapore-based  Hartford  Insurance  Company  (Singapore),   Ltd.  The  Company
recorded a net realized capital loss of $9 after-tax  related to the sale, which
was  recorded in the 2001  investment  results of North  American.  The sale was
completed in January 2002.

On  February  8,  2001,  The  Hartford  completed  the  sale of its  Spain-based
subsidiary,  Hartford  Seguros.  The Hartford received $29, before costs of sale
and recorded a $16 after-tax net realized capital loss which was reported in the
2001 investment results of North American.

On December 22, 2000, The Hartford completed the sale of Zwolsche located in the
Netherlands, Belgium and Luxembourg. The Hartford received $547, before costs of
sale and recorded a $69 after-tax  net realized  capital gain which was reported
in the 2000 investment results of North American.

2001 COMPARED TO 2000 -- Revenues  were down $434, or 72%, and operating  income
was down $11, or 65%, primarily due to the sale of Zwolsche.

2000 COMPARED TO 1999 -- Revenues  were down $59, or 9%,  primarily due to lower
earned premiums at Zwolsche. Operating income was down $5, or 23%, primarily due
to a higher calendar year loss ratio in automobile  business in Hartford Seguros
and unfavorable foreign exchange impacts.

OUTLOOK

Except  for  the  uncertainties  related  to  dispute  resolution,   reinsurance
collection and those discussed in the Environmental and Asbestos Claims section,
management  does  not  anticipate  the  future  financial  performance  of Other
Operations  to have a  material  effect on the future  operating  results of the
Company.

                                     - 32 -
<PAGE>

- --------------------------------------------------------------------------------
DEFERRED ACQUISITION COSTS
- --------------------------------------------------------------------------------

Management  is  required  to make  estimates  and  assumptions  that  affect the
reported  amounts  of  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.  One of the
significant  estimates made includes those used in determining  deferred  policy
acquisition  costs.  Although some  variability is inherent in these  estimates,
management believes the amounts provided are adequate.

LIFE

Policy acquisition  costs, which include  commissions and certain other expenses
that  vary  with and are  primarily  associated  with  acquiring  business,  are
deferred and amortized  over the estimated  lives of the  contracts,  usually 20
years.

Deferred policy acquisition costs related to investment  contracts and universal
life type contracts 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  investment,
mortality and expense  margins and surrender  charges.  Actual gross profits can
vary from  management's  estimates,  resulting  in increases or decreases in the
rate of  amortization.  Management  periodically  reviews  these  estimates  and
evaluates  the  recoverability  of the  deferred  acquisition  cost asset.  When
appropriate,  management  revises its assumptions on the estimated gross profits
of these contracts and the cumulative amortization for the books of business are
re-estimated  and  adjusted  by a  cumulative  charge or credit to  income.  The
average rate of assumed  future  investment  yield used in  estimating  expected
gross profits  related to variable  annuity and variable life business was 9% at
December 31, 2001 and for all other products including fixed annuities and other
universal life type contracts the average assumed  investment  yield ranged from
5.0% - 8.5%.

Deferred policy acquisition costs related to traditional  policies are amortized
over the premium  paying  period of the related  policies in  proportion  to the
ratio of the  present  value of annual  expected  premium  income to the present
value of total  expected  premium  income.  Adjustments  are made  each  year to
recognize  actual  experience as compared to assumed  experience for the current
period.

To date,  our  experience  has  generally  been  consistent  or favorable to the
assumptions  used  in  determining  DAC  amortization.  However,  if we  were to
experience  a  material  adverse  deviation  in  certain  critical  assumptions,
including  surrender rates,  mortality  experience,  or investment  performance,
there  could  be a  negative  effect  on the  Company's  reported  earnings  and
stockholders' equity.

PROPERTY & CASUALTY

The Property & Casualty  operations  also incur costs related to the acquisition
of new and renewal  insurance  policies.  These costs  include  agent and broker
commissions,  premium taxes and certain other underwriting expenses. These costs
are deferred and amortized over policy terms.  Estimates of the present value of
future revenues,  including net investment income and tax benefits, are compared
to estimates of the present value of future  costs,  including  amortization  of
policy  acquisition  costs, to determine if the deferred  acquisition  costs are
recoverable, and if not, they are charged to expense.

- --------------------------------------------------------------------------------
RESERVES
- --------------------------------------------------------------------------------

LIFE

In accordance with applicable  insurance  regulations under which Life operates,
life insurance  subsidiaries of The Hartford  establish and carry as liabilities
actuarially  determined  reserves  which are  calculated to meet The  Hartford's
future  obligations.  Reserves for life insurance and  disability  contracts are
based on actuarially recognized methods using prescribed morbidity and mortality
tables in general use in the United  States,  which are  modified to reflect The
Hartford's actual  experience when  appropriate.  These reserves are computed at
amounts that,  with additions  from  estimated  premiums to be received and with
interest on such reserves  compounded  annually at certain  assumed  rates,  are
expected to be sufficient to meet The  Hartford's  policy  obligations  at their
maturities or in the event of an insured's death. Reserves also include unearned
premiums, premium deposits, claims incurred but not reported ("IBNR") and claims
reported but not yet paid.  Reserves for assumed  reinsurance  are computed in a
manner that is comparable to direct insurance reserves.

The  liability  for  policy  benefits  for  universal  life-type  contracts  and
interest-sensitive  whole life  policies is equal to the balance that accrues to
the benefit of policyholders,  including  credited  interest,  amounts that have
been assessed to compensate the Company for services to be performed over future
periods,  and any amounts  previously  assessed against  policyholders  that are
refundable on termination of the contract.  Certain contracts include provisions
whereby  a  guaranteed   death  benefit  is  provided  in  the  event  that  the
contractholder's  account value at death is below the guaranteed value. Although
the Company  reinsures the majority of the death benefit  guarantees  associated
with its in-force block of business,  declines in the equity market may increase
the Company's net exposure to death benefits under these contracts.  The Company
records the death benefit costs, net of reinsurance,  as they are incurred.  For
investment  contracts,  policyholder  liabilities  are equal to the  accumulated
policy account values, which consist of an accumulation of deposit payments plus
credited interest,  less withdrawals and amounts assessed through the end of the
period.  For the Company's group disability  policies,  the level of reserves is
based on a variety of factors including particular diagnoses,  termination rates
and benefit levels.

The  persistency of The  Hartford's  annuity and other  interest-sensitive  life
insurance  reserves is  enhanced by policy  restrictions  on the  withdrawal  of
funds.  Withdrawals in excess of allowable  penalty-free  amounts are assessed a
surrender charge during a penalty period, which is usually at least seven years.
Such surrender charge is initially a percentage of either the accumulation value
or considerations  received,  which varies

                                     - 33 -
<PAGE>

by  product,  and  generally  decreases  gradually  during the  penalty  period.
Surrender  charges are set at levels to protect The Hartford  from loss on early
terminations  and to reduce the likelihood of  policyholders  terminating  their
policies during periods of increasing  interest rates,  thereby  lengthening the
effective  duration of policy liabilities and improving the Company's ability to
maintain profitability on such policies.

PROPERTY & CASUALTY

The  Hartford  establishes  property  and  casualty  reserves to provide for the
estimated costs of paying claims made by policyholders or against policyholders.
These  reserves  include  estimates  for both claims that have been reported and
those that have been  incurred but not  reported,  and include  estimates of all
expenses  associated with  processing and settling these claims.  Estimating the
ultimate cost of future claims and claim adjustment expenses is an uncertain and
complex process. This estimation process is based largely on the assumption that
past developments are an appropriate  predictor of future events, and involves a
variety  of  actuarial  techniques  that  analyze  experience,  trends and other
relevant  factors.  The  uncertainties  involved with the reserving process have
become  increasingly  unpredictable due to a number of complex factors including
social and economic  trends and changes in the concepts of legal  liability  and
damage awards.  Accordingly,  final claim  settlements may vary from the present
estimates,  particularly  when those  payments may not occur until well into the
future.

As a result of September 11, the Company established estimated gross reserves of
$1.1 billion and estimated net reserves of $556 related to property and casualty
operations.  This loss estimate includes coverages related to property, business
interruption,  workers'  compensation and other liability  exposures,  including
those underwritten by the Company's assumed reinsurance  operation.  The Company
based the loss  estimate upon a review of insured  exposures  using a variety of
assumptions and actuarial  techniques,  including  estimated amounts for unknown
and  unreported  policyholder  losses and costs  incurred  in  settling  claims.
Included  in net  reserves  was an  estimate  of amounts  recoverable  under the
Company's ceded reinsurance programs. As a result of the uncertainties  involved
in the  estimation  process,  final  claims  settlement  may vary  from  present
estimates.

The Hartford  continually reviews the adequacy of its estimated claims and claim
adjustment  expense  reserves on an overall basis. As additional  experience and
other relevant data become available,  reserve levels are adjusted  accordingly.
Adjustments to previously established reserves, if any, will be reflected in the
operating  results of the period in which the  adjustment is made.  For the year
ended December 31, 2001,  there were no changes to these  reserving  assumptions
that had a significant  impact on the reserves or results of operations.  In the
judgment of management,  all information  currently  available has been properly
considered in the reserves established for claims and claim adjustment expenses.
For a discussion  of  environmental  and asbestos  claims and the  uncertainties
related to these reserves, refer to the next section.

- --------------------------------------------------------------------------------
ENVIRONMENTAL AND ASBESTOS CLAIMS
- --------------------------------------------------------------------------------

The Hartford  continues to receive claims that assert damages from environmental
exposures and for injuries from asbestos and asbestos-related  products, both of
which  affect the Property & Casualty  operation.  Environmental  claims  relate
primarily to pollution and related clean-up costs.  With regard to these claims,
uncertainty  exists  which  impacts the ability of insurers  and  reinsurers  to
estimate  the  ultimate  reserves  for  unpaid  losses  and  related  settlement
expenses.  The Hartford  finds that  conventional  reserving  techniques  cannot
estimate the ultimate  cost of these claims  because of  inadequate  development
patterns and inconsistent emerging legal doctrine. The majority of environmental
claims  and  many  types of  asbestos  claims  differ  from  any  other  type of
contractual claims because there is almost no agreement or consistent  precedent
to determine  what, if any,  coverage  exists or which, if any, policy years and
insurers  or  reinsurers  may  be  liable.   Further   uncertainty  arises  with
environmental  claims since claims are often made under policies,  the existence
of which may be in dispute, the terms of which may have changed over many years,
which may or may not provide for legal defense  costs,  and which may or may not
contain  environmental  exclusion  clauses  that may be  absolute  or allow  for
fortuitous  events.  Courts in different  jurisdictions  have reached  disparate
conclusions  on similar  issues and in certain  situations  have  broadened  the
interpretation  of  policy  coverage  and  liability  issues.  In  light  of the
extensive claim settlement process for environmental and asbestos claims,  which
involves  comprehensive  fact gathering,  subject matter expertise and intensive
litigation, The Hartford established an environmental claims facility in 1992 to
defend itself  aggressively  against  unwarranted  claims and to minimize costs.

Within the property and casualty insurance  industry in the mid-1990s,  progress
was  made  in  developing  sophisticated,  alternative  methodologies  utilizing
company  experience  and  supplemental  databases  to assess  environmental  and
asbestos liabilities.  Consistent with The Hartford's practice of using the best
techniques to estimate the Company's  environmental  and asbestos  exposures,  a
study was initiated in April 1996 based on known cases. The Hartford,  utilizing
internal  staff  supplemented  by  outside  legal  and  actuarial   consultants,
completed the study in October 1996.

The study included a review of identified  environmental and asbestos  exposures
of North American Property & Casualty, along with the United States exposures of
The Hartford's Other Operations  segment.  The methodology  utilized a ground-up
analysis of policy, site and exposure level data for a representative  sample of
The Hartford's claims.  The results of the evaluation were extrapolated  against
the balance of the claim  population to estimate the Company's  overall exposure
for reported claims.

In addition to estimating  liabilities  on reported  environmental  and asbestos
claims,  The Hartford  estimated  reserves for claims incurred but not reported.
The IBNR reserve was estimated using information on reporting  patterns of known
insureds,  characteristics of insureds such as limits exposed, attachment points
and number of coverage years involved, third party costs and closed claims.

Included in The Hartford's  analysis of environmental and asbestos exposures was
a review of applicable reinsurance

                                     - 34 -
<PAGE>

coverage. Reinsurance coverage applicable to the sample was used to estimate the
reinsurance  coverage that applied to the balance of the reported  environmental
and asbestos claims and to the IBNR estimates.

An international  actuarial firm reviewed The Hartford's  approach and concluded
that the way the Company studied its exposures, the thoroughness of its analysis
and  the  way  The  Hartford  came  to  its  estimates   were   reasonable   and
comprehensive.  The  Company  believes  that  its  methodology  continues  to be
reasonable and comprehensive.

Reserve  activity for both reported and  unreported  environmental  and asbestos
claims, including reserves for legal defense costs, for the years ended December
31, 2001, 2000 and 1999, was as follows (net of reinsurance):


<TABLE>
<CAPTION>
                                                                 ENVIRONMENTAL AND ASBESTOS
                                                             CLAIMS AND CLAIM ADJUSTMENT EXPENSES

                                    ------------------------------------------------------------------------------------------------
                                                 2001                             2000                             1999
                                    ------------------------------  -------------------------------  -------------------------------
                                    Environ.   Asbestos     Total    Environ.   Asbestos     Total    Environ.   Asbestos     Total
                                    ------------------------------------------------------------------------------------------------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Beginning liability                 $   911    $   572    $ 1,483    $   995    $   625    $ 1,620    $ 1,144    $   668    $ 1,812
Claims and claim
  adjustment expenses
  incurred [1]                           15         28         43          8          8         16          7          4         11
Claims and claim
  adjustment expenses
  paid                                 (172)       (84)      (256)       (92)       (61)      (153)      (156)       (47)      (203)
Other [2]                              (100)       100         --         --         --         --         --         --         --
- ------------------------------------------------------------------------------------------------------------------------------------
  ENDING LIABILITY [3]              $   654    $   616    $ 1,270    $   911    $   572    $ 1,483    $   995    $   625    $ 1,620
====================================================================================================================================
<FN>
[1]   For 2001, environmental and asbestos include $2 and $19, respectively,  of
      incurred  expenses  related to the assumption of previously ceded reserves
      from commutations of reinsurance contracts.
[2]   2001 includes a $100 reclassification from environmental to asbestos.
[3]   The ending  liabilities  are net of reinsurance on reported and unreported
      claims of $1,282, $1,506 and $1,524 for 2001, 2000 and 1999, respectively.
      As of December 31, 2001,  2000 and 1999,  reserves for  environmental  and
      asbestos,  gross of reinsurance,  were $919 and $1,633, $1,483 and $1,506,
      and $1,609 and $1,535, respectively.
</FN>
</TABLE>

Actual claim settlements since 1996 have indicated that a smaller  proportion of
the total  environmental  and  asbestos  reserves  should have  originally  been
allocated to environmental,  with a greater portion allocated to asbestos.  As a
result,  during the fourth  quarter of 2001,  the Company  reclassified  $100 of
environmental reserves to asbestos.

With the consolidation of The Hartford's  environmental and asbestos liabilities
into  the  Other  Operations  segment,  as  previously  discussed  in the  Other
Operations section,  essentially all of the Company's environmental and asbestos
reserves  are held within  Other  Operations.  The  Hartford  believes  that the
environmental  and  asbestos  reserves,  reported at December  31,  2001,  are a
reasonable  estimate of the ultimate remaining  liability for these claims based
upon known facts, current assumptions and The Hartford's  methodologies.  Future
social,  economic,  legal or  legislative  developments  may alter the  original
intent of policies and the scope of  coverage.  The  Hartford  will  continue to
evaluate new  methodologies  and  developments,  such as the increasing level of
asbestos  claims  being  tendered  under  the  comprehensive  general  liability
operations  (non-product)  section  of  policies,  as they  arise  in  order  to
supplement the Company's  ongoing analysis and review of its  environmental  and
asbestos  exposures.  These  future  reviews may result in a change in reserves,
impacting  The  Hartford's  results  of  operations  in the  period in which the
reserve  estimates  are changed.  While the impact of these changes could have a
material  effect on future results of  operations,  The Hartford does not expect
such  changes  would  have a  material  effect  on its  liquidity  or  financial
condition.

- --------------------------------------------------------------------------------
INVESTMENTS
- --------------------------------------------------------------------------------

Return on invested  assets is an important  element of The Hartford's  financial
results.  Significant  fluctuations  in the fixed income or equity markets could
weaken the  Company's  financial  condition  or its results of  operations.  Net
investment  income  and net  realized  capital  gains and losses  accounted  for
approximately 17% and 19% of the Company's  consolidated  revenues for the years
ended December 31, 2001 and 2000, respectively.

Fluctuations  in interest  rates  affect the  Company's  return on, and the fair
value of, fixed maturity investments,  which comprised approximately 86% and 85%
of the fair  value of its  invested  assets as of  December  31,  2001 and 2000,
respectively.  Other events  beyond the Company's  control could also  adversely
impact the fair value of these  investments.  Specifically,  a  downgrade  of an
issuer's  credit  rating or default of  payment  by an issuer  could  reduce the
Company's investment return.

The Company also invests in  unaffiliated  limited  partnership  arrangements in
order to further diversify its investment portfolio.  These limited partnerships
represent  approximately  3% of the fair  value  of its  invested  assets  as of
December 31, 2001 and 2000. Limited  partnerships are typically less liquid than
direct investments in fixed income or equity investments.  Market volatility and
other  factors  beyond the Company's  control can adversely  affect the value of
these  investments.  Because  the Company is a limited  partner,  its ability to
control  the  timing or the  realization  of the  related  investment  income is
restricted.

A significant  decrease in the fair value of any investment that is deemed other
than  temporary  could  result  in the  Company's  recognition  of a loss in its
financial results prior to the actual sale of the investment.

The Hartford's  investment  portfolios  are divided  between Life and Property &
Casualty.  The  investment  portfolios  are

                                     - 35 -
<PAGE>

managed based on the underlying  characteristics  and nature of each operation's
respective  liabilities and within  established risk parameters.  (For a further
discussion on The Hartford's approach to managing risks, see the Capital Markets
Risk Management section.)

The  investment  portfolios  of Life and  Property  &  Casualty  are  managed by
Hartford Investment Management Company ("HIMCO"),  a wholly-owned  subsidiary of
The  Hartford.   HIMCO  is   responsible   for   monitoring   and  managing  the
asset/liability profile,  establishing investment objectives and guidelines, and
determining,  within  specified risk tolerances and investment  guidelines,  the
appropriate asset allocation,  duration,  convexity and other characteristics of
the portfolios.  Security  selection and monitoring are performed by asset class
specialists working within dedicated portfolio management teams.

LIFE

The  primary  investment  objective  of Life's  general  account is to  maximize
after-tax  returns  consistent with acceptable  risk  parameters,  including the
management  of  the  interest  rate  sensitivity  of  invested  assets  and  the
generation   of  sufficient   liquidity   relative  to  that  of  corporate  and
policyholder  obligations,  as discussed in the Capital  Markets Risk Management
section under "Market Risk - Life - Interest Rate Risk".

The following  table  identifies the invested assets by type held in the general
account as of December 31, 2001 and 2000.


<TABLE>
<CAPTION>
                                          COMPOSITION OF INVESTED ASSETS
- ------------------------------------------------------------------------------------------------------------------------
                                                                                      2001                 2000
                                                                                 AMOUNT   PERCENT     AMOUNT    PERCENT
                                                                               -----------------------------------------
<S>                                                                            <C>           <C>    <C>            <C>
Fixed maturities, at fair value                                                $ 23,301      82.1%  $ 18,248       79.6%
Equity securities, at fair value                                                    428       1.5%       171        0.7%
Policy loans, at outstanding balance                                              3,317      11.7%     3,610       15.7%
Limited partnerships, at fair value                                                 811       2.9%       668        2.9%
Other investments                                                                   520       1.8%       242        1.1%
- ------------------------------------------------------------------------------------------------------------------------
  TOTAL INVESTMENTS                                                            $ 28,377     100.0%  $ 22,939      100.0%
========================================================================================================================
</TABLE>


During 2001,  fixed maturity  investments  increased $5.1 billion as a result of
the Fortis  acquisition,  increased  operating cash flow and an increase in fair
value due to a lower interest rate environment. The decrease in policy loans was
primarily due to the decrease in leveraged  COLI business,  partially  offset by
policy loans  acquired as a result of the Fortis  acquisition.  Policy loans are
secured by the cash value of the  associated  life policy and do not mature in a
conventional   sense,   but  expire  in  conjunction  with  the  related  policy
liabilities.

The following table identifies,  by type, the fixed maturity  securities held in
the general account as of December 31, 2001 and 2000.


<TABLE>
<CAPTION>
                                            FIXED MATURITIES BY TYPE
- ------------------------------------------------------------------------------------------------------------------------
                                                                                    2001                    2000
                                                                          FAIR VALUE   PERCENT     FAIR VALUE   PERCENT
                                                                          ----------------------------------------------
<S>                                                                        <C>            <C>       <C>            <C>
Corporate                                                                  $  11,419      49.0%     $   7,663      42.0%
Asset-backed securities (ABS)                                                  3,427      14.7%         3,070      16.8%
Commercial mortgage-backed securities (CMBS)                                   3,029      13.0%         2,776      15.2%
Municipal - tax-exempt                                                         1,565       6.7%         1,390       7.6%
Mortgage-backed securities (MBS) - agency                                        981       4.2%           602       3.3%
Collateralized mortgage obligations (CMO)                                        767       3.3%           928       5.1%
Government/Government agencies - Foreign                                         390       1.7%           321       1.8%
Government/Government agencies - United States                                   374       1.6%           244       1.3%
Municipal - taxable                                                               47       0.2%            83       0.5%
Short-term                                                                     1,245       5.3%           975       5.3%
Redeemable preferred stock                                                        57       0.3%           196       1.1%
- ------------------------------------------------------------------------------------------------------------------------
   TOTAL FIXED MATURITIES                                                  $  23,301     100.0%     $  18,248     100.0%
========================================================================================================================
</TABLE>

During 2001, corporate and ABS fixed maturity  investments  increased due to the
Fortis acquisition.

As of December 31, 2001 and 2000,  approximately 21% and 22%,  respectively,  of
Life's fixed maturities were invested in private placement securities (including
12% and 13% of Rule 144A  offerings  as of December  31, 2001 and  December  31,
2000, respectively). Private placement securities are generally less liquid than
public securities. However, private placements generally have covenants designed
to compensate for liquidity  risk. Most of the private  placement  securities in
the operation's  portfolio are rated by nationally  recognized  rating agencies.
(For further  discussion of the Company's  investment  credit policies,  see the
Capital Markets Risk Management section under "Credit Risk".)

INVESTMENT RESULTS

The following table summarizes Life's investment results.

                                     - 36 -
<PAGE>

<TABLE>
<CAPTION>
(before-tax)                                                                      2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>                  <C>
Net investment income - excluding policy loan income                           $ 1,472             $ 1,284              $ 1,171
Policy loan income                                                                 307                 308                  391
                                                                               -------------------------------------------------
Net investment income - total                                                  $ 1,779             $ 1,592              $ 1,562
Yield on average invested assets [1]                                               7.0%                7.0%                 6.7%
Net realized capital losses                                                    $  (133)            $   (88)             $    (5)
================================================================================================================================
<FN>
[1]   Represents net investment  income  (excluding net realized capital losses)
      divided by average invested assets at cost (fixed  maturities at amortized
      cost).
</FN>
</TABLE>

2001 COMPARED TO 2000 -- Net investment  income,  excluding  policy loan income,
increased  $188,  or 15%. The increase was primarily due to income earned on the
previously discussed increase in fixed maturity investments, partially offset by
lower  yields on fixed  maturities  in the third and  fourth  quarters  of 2001.
Yields on overall average invested assets were flat.

Included in 2001 net realized  capital  losses were  write-downs  for other than
temporary  impairments on fixed maturities of $105, including a $37 loss related
to securities issued by Enron Corporation. Also included in net realized capital
losses is a $35 loss  recognized  on the sale of the  Company's  interest  in an
Argentine  insurance  joint venture,  in addition to losses  associated with the
credit deterioration of certain investments in which the Company has an indirect
economic interest.  These losses were partially offset by gains from the sale of
fixed maturities.

2000 COMPARED TO 1999 -- Net investment  income,  excluding  policy loan income,
increased  $113,  or 10%. The increase was primarily due to higher yields earned
on the investment of cash flow from operations and reinvestment of proceeds from
sales and  maturities of fixed  maturity  securities  in a higher  interest rate
environment.  Policy loan income  decreased  $83, or 21%, due to the decrease in
leveraged COLI business.

Net realized  capital  losses  increased  $83 primarily as a result of portfolio
rebalancing in a higher interest rate environment.

PROPERTY & CASUALTY

The investment  objective for the majority of Property & Casualty is to maximize
economic value while  generating  after-tax  income and sufficient  liquidity to
meet corporate and  policyholder  obligations.  For Property & Casualty's  Other
Operations  segment,  the investment  objective is to ensure the full and timely
payment of all  liabilities.  Property & Casualty's  investment  strategies  are
developed based on a variety of factors  including  business  needs,  regulatory
requirements and tax considerations.

The following  table  identifies the invested assets by type held as of December
31, 2001 and 2000.


<TABLE>
<CAPTION>
                                          COMPOSITION OF INVESTED ASSETS
- ------------------------------------------------------------------------------------------------------------------------
                                                                                      2001                 2000
                                                                                 AMOUNT   PERCENT     AMOUNT    PERCENT
                                                                               -----------------------------------------
<S>                                                                            <C>           <C>    <C>            <C>
Fixed maturities, at fair value                                                $ 16,742      91.5%  $ 16,239       91.6%
Equity securities, at fair value                                                    921       5.0%       885        5.0%
Limited partnerships, at fair value                                                 561       3.0%       470        2.7%
Other investments                                                                    85       0.5%       131        0.7%
- ------------------------------------------------------------------------------------------------------------------------
  TOTAL INVESTMENTS                                                            $ 18,309     100.0%  $ 17,725      100.0%
========================================================================================================================
</TABLE>

During 2001, fixed maturity  investments  increased slightly,  as a result of an
increase in operating and financing  cash flow and an increase in fair value due
to a lower  interest rate  environment,  partially  offset by a decline in fixed
maturities  due to sales of  international  subsidiaries.

The following table identifies,  by type, the fixed maturity  securities held as
of December 31, 2001 and 2000.


<TABLE>
<CAPTION>
                                                    FIXED MATURITIES BY TYPE
- ------------------------------------------------------------------------------------------------------------------------
                                                                                   2001                    2000
                                                                          FAIR VALUE   PERCENT     FAIR VALUE   PERCENT
                                                                          ----------------------------------------------
<S>                                                                        <C>            <C>       <C>            <C>
Municipal - tax-exempt                                                     $  8,401       50.2%     $   8,527      52.5%
Corporate                                                                     4,179       25.0%         3,105      19.1%
Commercial mortgage-backed securities (CMBS)                                  1,145        6.8%         1,141       7.0%
Asset-backed securities (ABS)                                                   717        4.3%           760       4.7%
Government/Government agencies - Foreign                                        613        3.6%           682       4.2%
Mortgage-backed securities (MBS) - agency                                       381        2.3%           315       1.9%
Government/Government agencies - United States                                  201        1.2%            63       0.4%
Collateralized mortgage obligations (CMO)                                        97        0.6%           236       1.5%
Municipal - taxable                                                              47        0.3%            46       0.3%
Short-term                                                                      862        5.1%         1,120       6.9%
Redeemable preferred stock                                                       99        0.6%           244       1.5%
- ------------------------------------------------------------------------------------------------------------------------
   TOTAL FIXED MATURITIES                                                  $ 16,742      100.0%     $  16,239     100.0%
========================================================================================================================
</TABLE>

                                     - 37 -
<PAGE>

During  2001,   corporate  fixed  maturities   increased   primarily  due  to  a
reallocation from municipal tax-exempts,  resulting from a strategy to invest in
this sector during a period of wide credit spreads.

INVESTMENT RESULTS

The following table below summarizes Property & Casualty's investment results.

<TABLE>
<CAPTION>
                                                                                  2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                 <C>                 <C>
Net investment income, before-tax                                            $   1,053           $   1,072           $    1,065
Net investment income, after-tax [1]                                         $     819           $     836           $      828
Yield on average invested assets, before-tax [2]                                   6.1%                6.2%                 6.1%
Yield on average invested assets, after-tax [1] [2]                                4.7%                4.9%                 4.6%
Net realized capital gains (losses), before-tax                              $    (103)          $     234           $       39
- --------------------------------------------------------------------------------------------------------------------------------
<FN>
[1]   Due to the significant holdings in tax-exempt  investments,  after-tax net
      investment income and yield are included.
[2]   Represents net investment income (losses)  (excluding net realized capital
      gains)  divided by average  invested  assets at cost (fixed  maturities at
      amortized cost).
</FN>
</TABLE>

2001  COMPARED  TO 2000 -- Both  before- and  after-tax  net  investment  income
decreased 2% compared to the prior year.  The decreases  were primarily due to a
reduction in investment income resulting from the sales of Zwolsche and Hartford
Seguros,  partially  offset by higher income on taxable fixed  maturities in the
North American Property & Casualty operations. Yields on average invested assets
declined slightly due to the lower interest rate environment.

Net realized  capital losses were $103 compared to net realized capital gains of
$234  for the  prior  year.  The  2001  net  realized  capital  losses  included
write-downs  for other than temporary  impairments  of $61 on fixed  maturities,
including a $16 loss related to securities issued by Enron Corporation,  and $30
on equities and other invested assets. An additional $7 of losses were sustained
on sales of Enron  Corporation  common stock. Also included in 2001 net realized
capital  losses  were  losses   generated   from  the  sales  of   international
subsidiaries  of  $54,  in  addition  to  losses   associated  with  the  credit
deterioration  of  certain  investments  in which the  Company  has an  indirect
economic interest.  These losses were partially offset by gains from the sale of
fixed maturities.

2000 COMPARED TO 1999 -- Both before- and after-tax  net  investment  income and
yields were relatively flat compared to the prior year.

Net realized  capital gains  increased by $195 for 2000 primarily as a result of
the $242 before-tax gain recognized on the sale of Zwolsche, partially offset by
net realized capital losses in the investment portfolio.

CORPORATE

In connection with The HLI Repurchase, the carrying value of the purchased fixed
maturity  security  investments was adjusted to fair market value as of the date
of the repurchase.  This adjustment was reported in Corporate.  The amortization
of the adjustment to the fixed maturity security investment's carrying values is
reported in Corporate's  net investment  income.  The total amount of before-tax
amortization  for the years  ended  December  31, 2001 and 2000 was $18 and $10,
respectively. Also reported in Corporate as of December 31, 2001 and 2000 are $3
and $5, respectively, of fixed maturity security investments.

SEPARATE ACCOUNT PRODUCTS

Separate  account  products  are  those  for  which a  separate  investment  and
liability  account is  maintained on behalf of the  policyholder.  The Company's
separate  accounts  reflect two  categories of risk  assumption:  non-guaranteed
separate  accounts totaling $104.6 billion and $104.3 billion as of December 31,
2001 and 2000, respectively,  wherein the policyholder assumes substantially all
the risk and reward; and guaranteed separate accounts totaling $10.1 billion and
$9.8  billion  as of  December  31,  2001 and 2000,  respectively,  wherein  The
Hartford  contractually  guarantees either a minimum return or the account value
to the policyholder.  Guaranteed  separate account products primarily consist of
modified guaranteed  individual annuities and modified guaranteed life insurance
and generally include market value adjustment  features and surrender charges to
mitigate  the risk of  disintermediation.  The primary  investment  objective of
guaranteed  separate accounts is to maximize  after-tax returns  consistent with
acceptable  risk  parameters,  including  the  management  of the interest  rate
sensitivity of invested assets relative to that of policyholder obligations,  as
discussed in the Capital  Markets Risk  Management  section under "Market Risk -
Life - Interest Rate Risk."

Investment objectives for non-guaranteed  separate accounts vary by fund account
type, as outlined in the applicable fund prospectus or separate  account plan of
operations. Non-guaranteed separate account products include variable annuities,
variable life insurance contracts and variable COLI.

- --------------------------------------------------------------------------------
CAPITAL MARKETS RISK MANAGEMENT
- --------------------------------------------------------------------------------

The Hartford has a disciplined  approach to managing risks  associated  with its
capital markets and asset/liability management activities.  Investment portfolio
management  is organized to focus  investment  management  expertise on specific
classes of investments,  while asset/liability  management is the responsibility
of separate and distinct risk  management  units  supporting Life and Property &
Casualty  operations.  Derivative  instruments  are utilized in compliance  with
established  Company  policy  and  regulatory  requirements  and  are  monitored
internally and reviewed by senior management.

The Company is exposed to two primary sources of investment and  asset/liability
management risk:  credit risk,  relating to the uncertainty  associated with the
ability of an obligor or

                                     - 38 -
<PAGE>

counterparty to make timely payments of principal  and/or  interest,  and market
risk, relating to the market price and/or cash flow variability  associated with
changes in interest rates,  securities prices,  market indices,  yield curves or
currency  exchange  rates.  The Company does not hold any financial  instruments
purchased for trading purposes.

CREDIT RISK

The Hartford has established investment credit policies that focus on the credit
quality of obligors and counterparties,  limit credit concentrations,  encourage
diversification  and  require  frequent  creditworthiness  reviews.   Investment
activity,  including  setting of policy and defining  acceptable risk levels, is
subject to regular review and approval by senior management and by the Company's
Finance Committee.

The Company invests primarily in securities which are rated investment grade and
has established exposure limits, diversification standards and review procedures
for  all   credit   risks   including   borrower,   issuer   and   counterparty.
Creditworthiness  of specific  obligors  is  determined  by an  internal  credit
evaluation   supplemented   by   consideration   of  external   determinants  of
creditworthiness,  typically ratings assigned by nationally  recognized  ratings
agencies.  Obligor,  asset  sector and  industry  concentrations  are subject to
established limits and monitored on a regular interval.

The Company's derivative  counterparty exposure policy establishes  market-based
credit limits,  favors long-term  financial stability and  creditworthiness  and
typically requires credit  enhancement/credit  risk reducing agreements.  Credit
risk is  measured  as the amount  owed to the  Company  based on current  market
conditions  and  potential  payment  obligations  between  the  Company  and its
counterparties. Credit exposures are generally quantified weekly and netted, and
collateral is pledged to and held by, or on behalf of, the Company to the extent
the current value of derivatives exceeds exposure policy thresholds.

The Hartford is not exposed to any credit  concentration risk of a single issuer
greater than 10% of the Company's stockholders' equity.

The following  tables  identify  fixed maturity  securities for Life,  including
guaranteed  separate  accounts,  and Property & Casualty by credit quality.  The
ratings  referenced  in the  tables  are based on the  ratings  of a  nationally
recognized rating organization or, if not rated, assigned based on the Company's
internal analysis of such securities.

LIFE

As of December 31, 2001 and 2000, over 96% and 97%,  respectively,  of the fixed
maturity  portfolio was invested in securities  rated  investment grade (BBB and
above).  During 2001,  the  percentage of BBB rated fixed  maturity  investments
increased due to the Fortis  acquisition and the continued active  management of
the general account portfolios.


<TABLE>
<CAPTION>
                                          FIXED MATURITIES BY CREDIT QUALITY
- ------------------------------------------------------------------------------------------------------------------------
                                                                                    2001                    2000
                                                                          FAIR VALUE   PERCENT     FAIR VALUE   PERCENT
                                                                          ----------------------------------------------
<S>                                                                        <C>             <C>     <C>              <C>
United States Government/Government agencies                               $  2,639        8.0%    $   2,329        8.4%
AAA                                                                           5,070       15.3%        4,896       17.6%
AA                                                                            3,644       11.0%        3,546       12.7%
A                                                                            11,528       34.8%        9,675       34.7%
BBB                                                                           7,644       23.1%        5,633       20.2%
BB & below                                                                    1,148        3.4%          708        2.5%
Short-term                                                                    1,470        4.4%        1,085        3.9%
- ------------------------------------------------------------------------------------------------------------------------
   TOTAL FIXED MATURITIES                                                 $  33,143      100.0%    $  27,872      100.0%
========================================================================================================================
</TABLE>

PROPERTY & CASUALTY

As of December 31, 2001 and 2000, over 94% and 95%,  respectively,  of the fixed
maturity  portfolio was invested in securities  rated investment  grade.  During
2001, the percentage of BBB rated fixed maturity investments increased primarily
due to the continued active management of the general account portfolios.


<TABLE>
<CAPTION>
                                        FIXED MATURITIES BY CREDIT QUALITY
- ------------------------------------------------------------------------------------------------------------------------
                                                                                    2001                    2000
                                                                          FAIR VALUE   PERCENT     FAIR VALUE   PERCENT
                                                                          ----------------------------------------------
<S>                                                                        <C>             <C>      <C>            <C>
United States Government/Government agencies                               $    639        3.8%     $    516       3.2%
AAA                                                                           6,160       36.8%        6,414      39.5%
AA                                                                            3,126       18.7%        3,414      21.0%
A                                                                             3,193       19.1%        2,664      16.4%
BBB                                                                           1,876       11.2%        1,442       8.9%
BB & below                                                                      886        5.3%          669       4.1%
Short-term                                                                      862        5.1%        1,120       6.9%
- ------------------------------------------------------------------------------------------------------------------------
   TOTAL FIXED MATURITIES                                                  $ 16,742      100.0%     $ 16,239     100.0%
========================================================================================================================
</TABLE>

MARKET RISK

The Hartford has several objectives in managing market risk associated with Life
and Property & Casualty.  Life is responsible for maximizing  after-tax  returns
within acceptable risk parameters, including the management of the interest rate
sensitivity  of invested  assets and the  generation of sufficient  liquidity to
that of corporate and policyholder obligations.

                                     - 39 -
<PAGE>

Life's fixed maturity  portfolios have material market exposure to interest rate
risk.  Property & Casualty  attempts to maximize economic value while generating
appropriate  after-tax  income and  sufficient  liquidity to meet  corporate and
policyholder obligations.  Property & Casualty has material exposure to interest
rate and equity market risk. The Company  continually  monitors these  exposures
and makes portfolio adjustments to manage these risks within established limits.

Downward movement in market interest rates during 2001 resulted in a significant
increase in the unrealized appreciation of the fixed maturity security portfolio
from 2000.  However,  The Hartford's asset allocation and its exposure to market
risk as of December  31, 2001 have not changed  materially  from its position at
December 31, 2000.

The  Company  analyzes  interest  rate  risk  using  various  models,  including
multi-scenario  cash flow  projection  models  that  forecast  cash flows of the
liabilities and their supporting investments, including derivative instruments.

DERIVATIVE INSTRUMENTS

The Hartford  utilizes a variety of  derivative  instruments,  including  swaps,
caps,  floors,  forwards and exchange traded futures and options,  in compliance
with Company policy and regulatory requirements in order to achieve one of three
Company approved objectives:  to hedge risk arising from interest rate, price or
currency  exchange  rate  volatility;   to  manage  liquidity;   or  to  control
transaction  costs. The Company does not make a market or trade  derivatives for
the express purpose of earning trading profits.

Interest  rate swaps  involve  the  periodic  exchange  of  payments  with other
parties,  at  specified  intervals,  calculated  using the agreed upon rates and
notional  principal  amounts.  Generally,  no cash  or  principal  payments  are
exchanged at the  inception of the  contract.  Typically,  at the time a swap is
entered into, the cash flow streams exchanged by the counterparties are equal in
value.

Foreign  currency swaps exchange an initial  principal amount in two currencies,
agreeing to re-exchange  the currencies at a future date, at an agreed  exchange
rate.  There is also  periodic  exchange  of  payments  at  specified  intervals
calculated using the agreed upon rates and exchanged principal amounts.

Interest rate cap and floor contracts  entitle the purchaser to receive from the
issuer at specified dates, the amount,  if any, by which a specified market rate
exceeds the cap strike rate or falls below the floor strike  rate,  applied to a
notional  principal  amount.  A premium  payment is made by the purchaser of the
contract at its inception, and no principal payments are exchanged.

Forward  contracts  are  customized  commitments  to  either  purchase  or  sell
designated  financial  instruments,  at a future date, for a specified price and
may be settled in cash or through delivery of the underlying instrument.

Financial  futures  are  standardized  commitments  to either  purchase  or sell
designated  financial  instruments,  at a future date, for a specified price and
may be settled in cash or through delivery of the underlying instrument. Futures
contracts trade on organized exchanges.  Margin requirements for futures are met
by pledging securities,  and changes in the futures' contract values are settled
daily in cash.

Option contracts grant the purchaser, for a premium payment, the right to either
purchase from or sell to the issuer a financial instrument at a specified price,
within a specified period or on a stated date.

The  Company  uses  derivative  instruments  in its  management  of market  risk
consistent   with  four  risk   management   strategies:   hedging   anticipated
transactions, hedging liability instruments, hedging invested assets and hedging
portfolios of assets and/or  liabilities.  (For additional  information on these
strategies along with tables reflecting outstanding derivative instruments,  see
the Life and Property & Casualty discussions below.)

Derivative  activities are monitored by an internal  compliance  unit,  reviewed
frequently  by senior  management  and reported to the Finance  Committee of the
Board of Directors.  The notional amounts of derivative  contracts represent the
basis upon which pay or receive amounts are calculated and are not reflective of
credit risk.  Notional  amounts  pertaining to derivative  instruments  for both
general and guaranteed  separate  accounts at December 31, 2001 and 2000 totaled
$11.2 billion and $8.8 billion, respectively.

The following discussions focus on the key market risk exposures within Life and
Property & Casualty.

LIFE

Interest Rate Risk
- ------------------

Life's general account and guaranteed separate account exposure to interest rate
risk relates to the market price and/or cash flow  variability  associated  with
changes in market  interest  rates.  Changes in interest  rates can  potentially
impact Life's  profitability.  In certain  scenarios  where  interest  rates are
volatile,  Life could be exposed to disintermediation  risk and reduction in net
interest rate spread or profit margins.

Life's general account and guaranteed  separate  account  investment  portfolios
primarily  consist of investment  grade,  fixed maturity  securities,  including
corporate bonds, asset-backed securities, commercial mortgage-backed securities,
tax-exempt municipal  securities and collateralized  mortgage  obligations.  The
fair value of these and Life's other invested assets fluctuates depending on the
interest rate environment and other general economic conditions.  During periods
of  declining  interest  rates,  paydowns  on  mortgage-backed   securities  and
collateralized  mortgage  obligations  increase as the underlying  mortgages are
prepaid. During such periods, the Company generally will not be able to reinvest
the proceeds of any such prepayments at comparable  yields.  Conversely,  during
periods of rising interest rates,  the rate of prepayments  generally  declines,
exposing the Company to the possibility of  asset/liability  cash flow and yield
mismatch. (For further discussion of the Company's risk management techniques to
manage this market risk, see the "Asset and Liability Management Strategies Used
to Manage Market Risk" discussed below.)

As described  above,  Life holds a significant  fixed  maturity  portfolio  that
includes both fixed and variable rate  securities.  The following table reflects
the principal  amounts of Life's general and guaranteed  separate accounts fixed
and variable rate fixed maturity portfolios,  along with the respective weighted
average  coupons by estimated  maturity  year at December 31, 2001.  Comparative
totals are  included as of December 31, 2000.

                                     - 40 -
<PAGE>

Expected maturities differ from contractual maturities due to call or prepayment
provisions.  The weighted  average coupon ("WAC") on variable rate securities is
based on spot rates as of December 31, 2001 and 2000, and is primarily  based on
London  Interbank   Offered  Rate  ("LIBOR").   Callable  bonds  and  notes  are
distributed  to either call dates or maturity,  depending on which date produces
the most conservative yield.  Asset-backed  securities,  collateralized mortgage
obligations and mortgage-backed securities are distributed based on estimates of
the rate of future  prepayments  of  principal  over the  remaining  life of the
securities.  These estimates are developed using  prepayment  speeds provided in
broker  consensus  data.  Such  estimates  are derived  from  prepayment  speeds
previously  experienced at the interest rate levels projected for the underlying
collateral.   Actual  prepayment  experience  may  vary  from  these  estimates.
Financial  instruments with certain leverage features have been included in each
of the fixed maturity  categories.  These  instruments  have not been separately
displayed because they were immaterial to the Life investment portfolio.

<TABLE>
<CAPTION>

                                                                                                              2001         2000
                                       2002       2003       2004        2005       2006       THEREAFTER     TOTAL        TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>         <C>         <C>        <C>          <C>         <C>
CALLABLE BONDS
 Fixed Rate
  Par value                           $    17     $    34     $     9     $    52     $    17    $  2,795     $  2,924    $  1,458
  WAC                                     6.5%        5.2%        6.7%        8.2%        8.3%        3.8%         4.0%        5.5%
  Fair value                                                                                                  $  2,445    $  1,439
 Variable Rate
  Par value                           $    12     $    24     $     3     $    37     $     9    $    980     $  1,065    $  1,158
  WAC                                     4.0%        3.2%        3.8%        4.1%        5.7%        3.4%         3.4%        7.1%
  Fair value                                                                                                  $    972    $  1,075
- ---------------------------------------------------------------------------------------------------------------------------------
BONDS - OTHER
 Fixed Rate
  Par value                           $ 2,531     $ 1,521     $ 1,304     $ 1,680     $ 1,934    $  9,275     $ 18,245    $ 14,699
  WAC                                     5.8%        6.7%        6.1%        7.4%        6.1%        6.1%         6.2%        6.1%
  Fair value                                                                                                  $ 17,424    $ 13,409
 Variable Rate
  Par value                           $   211     $   224     $    70     $   248     $    73    $    221     $  1,047    $  1,235
  WAC                                     4.6%        3.9%        5.2%        4.2%        7.7%        5.8%         4.9%        7.4%
  Fair value                                                                                                  $    947    $  1,108
- ---------------------------------------------------------------------------------------------------------------------------------
ASSET-BACKED SECURITIES
 Fixed Rate
  Par value                           $   462     $   365     $   484     $   264     $   168    $    509     $  2,252    $  2,343
  WAC                                     6.9%        6.6%        6.3%        6.9%        6.5%        7.7%         6.9%        6.9%
  Fair value                                                                                                  $  2,234    $  2,342
 Variable Rate
  Par value                           $   276     $   305     $   380     $   343     $   212    $    880     $  2,396    $  2,124
  WAC                                     2.4%        2.8%        2.8%        2.7%        2.7%        2.9%         2.8%        7.3%
  Fair value                                                                                                  $  2,333    $  2,099
- ---------------------------------------------------------------------------------------------------------------------------------
COLLATERALIZED MORTGAGE OBLIGATIONS
 Fixed Rate
  Par value                           $   104     $   116     $   110     $   102     $    95    $    441     $    968    $  1,098
  WAC                                     6.7%        6.1%        6.1%        6.1%        6.1%        6.5%         6.3%        6.4%
  Fair value                                                                                                  $    960    $  1,087
 Variable Rate
  Par value                           $     4     $     3     $     3     $     2     $     1    $      2     $     15    $    112
  WAC                                     7.9%        6.7%        6.6%        6.7%        6.7%        6.4%         6.9%        5.3%
  Fair value                                                                                                  $     16    $    101
- ---------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL MORTGAGE-BACKED SECURITIES
 Fixed Rate
  Par value                           $    85     $    69     $   106     $    77     $   198    $  2,483     $  3,018    $  2,606
  WAC                                     7.0%        6.8%        7.1%        6.9%        7.3%        7.1%         7.1%        7.3%
  Fair value                                                                                                  $  3,123    $  2,674
 Variable Rate
  Par value                           $   274     $   289     $   242     $   137     $   118    $    441     $  1,501    $  1,730
  WAC                                     4.2%        4.1%        4.0%        5.7%        7.1%        7.9%         5.8%        7.9%
  Fair value                                                                                                  $  1,498    $  1,738
=================================================================================================================================
</TABLE>

                                     - 41 -
<PAGE>
<TABLE>
<CAPTION>

                                                                                                              2001         2000
                                       2002       2003       2004        2005       2006       THEREAFTER     TOTAL        TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>         <C>         <C>        <C>          <C>           <C>
MORTGAGE-BACKED SECURITIES
 Fixed Rate
  Par value                           $ 159       $ 175       $ 158       $ 128       $ 104      $  444       $ 1,168       $ 792
  WAC                                   7.0%        6.9%        6.8%        6.8%        6.8%        6.7%          6.8%        7.2%
  Fair value                                                                                                  $ 1,189       $ 800
 Variable Rate
  Par value                           $  --       $  --       $  --       $  --       $  --      $    2       $     2       $   3
  WAC                                    --          --          --          --          --         5.4%          5.4%        7.0%
  Fair value                                                                                                  $     2       $   3
===================================================================================================================================
</TABLE>

The table below provides information as of December 31, 2001 on debt obligations
and trust  preferred  securities  and reflects  principal cash flows and related
weighted  average  interest  rates by  maturity  year.  Comparative  totals  are
included as of December 31, 2000.

<TABLE>
<CAPTION>

                                                                                                               2001         2000
                                       2002       2003       2004        2005       2006        THEREAFTER     TOTAL        TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>         <C>         <C>         <C>        <C>         <C>          <C>          <C>
LONG-TERM DEBT
 Fixed Rate
  Amount                               $  --       $  --       $ 200       $  --      $  --       $  850       $  1,050     $ 650
  Weighted average interest rate          --          --         6.9%         --         --          7.4%           7.3%      7.4%
  Fair value                                                                                                   $  1,118     $ 658
TRUST PREFERRED SECURITIES [1]
 Fixed Rate
  Amount                               $  --       $  --       $  --       $  --      $  --       $  450       $    450     $ 250
  Weighted average interest rate          --          --          --          --         --          7.4%           7.4%      7.4%
  Fair value                                                                                                   $    461     $ 245
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
[1]   Represents Company Obligated  Mandatorily  Redeemable Preferred Securities
      of Subsidiary Trusts Holding Solely Junior Subordinated Debentures.
</FN>
</TABLE>

Asset and Liability Management Strategies Used to Manage Market Risk
- --------------------------------------------------------------------

Life employs  several risk  management  tools to quantify and manage market risk
arising from their investments and interest sensitive  liabilities.  For certain
portfolios,  management monitors the changes in present value between assets and
liabilities  resulting  from various  interest rate scenarios  using  integrated
asset/liability  measurement systems and a proprietary system that simulates the
impacts of parallel and non-parallel  yield curve shifts.  Based on this current
and prospective  information,  management implements risk reducing techniques to
improve the match between assets and liabilities.

Derivatives  play an important role in  facilitating  the management of interest
rate risk, creating opportunities to efficiently fund obligations, hedge against
risks that affect the value of certain  liabilities and adjust broad  investment
risk  characteristics as a result of any significant changes in market risks. As
an end-user of derivatives, Life uses a variety of derivatives, including swaps,
caps, floors,  forwards and  exchange-traded  financial futures and options,  in
order  to  hedge  exposure  primarily  to  interest  rate  risk  on  anticipated
investment  purchases or existing assets and liabilities.  At December 31, 2001,
notional  amounts  pertaining to derivatives  totaled $9.9 billion ($8.2 billion
related to  insurance  investments  and $1.7 billion  related to life  insurance
liabilities). Notional amounts pertaining to derivatives totaled $8.5 billion at
December  31,  2000 ($6.5  billion  related to  insurance  investments  and $2.0
billion related to life insurance liabilities).

The  economic   objectives  and  strategies  for  which  the  Company   utilizes
derivatives are categorized as follows:

Anticipatory  Hedging -- For certain  liabilities,  the  Company  commits to the
price of the  product  prior to receipt of the  associated  premium or  deposit.
Anticipatory hedges are executed to offset the impact of changes in asset prices
arising from interest rate changes pending the receipt of premium or deposit and
the subsequent purchase of an asset. These hedges involve taking a long position
(purchase)  in interest rate futures or entering into an interest rate swap with
duration characteristics equivalent to the associated liabilities or anticipated
investments. The notional amounts of anticipatory hedges as of December 31, 2001
and 2000 were $320 and $144, respectively.

Liability Hedging -- Several products obligate the Company to credit a return to
the contract holder which is indexed to a market rate. To hedge risks associated
with these  products,  the Company  enters into  various  derivative  contracts.
Interest  rate  swaps are used to  convert  the  contract  rate into a rate that
trades in a more liquid and efficient market.  This hedging strategy enables the
Company to customize  contract terms and  conditions to customer  objectives and
satisfies the operation's asset/liability matching policy. In addition, interest
rate swaps are used to convert  certain  variable  contract  rates to  different
variable  rates,  thereby  allowing  them to be  appropriately

                                     - 42 -
<PAGE>

matched  against  variable rate assets.  Finally,  interest rate caps and option
contracts   are   used  to  hedge   against   the   risk  of   contract   holder
disintermediation in a rising interest rate environment. The notional amounts of
derivatives  used for  liability  hedging as of December  31, 2001 and 2000 were
$1.7 billion and $2.0 billion, respectively.

Asset  Hedging -- To meet the various  policyholder  obligations  and to provide
cost-effective, prudent investment risk diversification, the Company may combine
two or more financial instruments to achieve the investment characteristics of a
fixed  maturity  security  or that  match an  associated  liability.  The use of
derivative  instruments in this regard effectively transfers unwanted investment
risks or  attributes  to others.  The  selection of the  appropriate  derivative
instruments  depends on the investment risk, the liquidity and efficiency of the
market,  and the asset and liability  characteristics.  The notional  amounts of
asset  hedges  as of  December  31,  2001 and 2000 were  $6.8  billion  and $5.4
billion, respectively.

Portfolio  Hedging  --  The  Company  periodically  compares  the  duration  and
convexity  of its  portfolios  of assets to its  corresponding  liabilities  and
enters  into  portfolio  hedges to reduce  any  difference  to  desired  levels.
Portfolio  hedges reduce the duration and convexity  mismatch between assets and
liabilities  and offset the potential  impact to cash flows caused by changes in
interest rates. The notional amounts of portfolio hedges as of December 31, 2001
and 2000 were $1.1 and $1.0 billion, respectively.

The  following  tables  provide   information  as  of  December  31,  2001  with
comparative  totals for  December  31, 2000 on  derivative  instruments  used in
accordance with the aforementioned hedging strategies.  For interest rate swaps,
caps and floors,  the tables present  notional amounts with weighted average pay
and  receive  rates for swaps and  weighted  average  strike  rates for caps and
floors by maturity year. For interest rate futures,  the table presents contract
amount and weighted  average  settlement  price by expected  maturity  year. For
option contracts, the table presents contract amount by expected maturity year.


<TABLE>
<CAPTION>

                                                                                                                2001         2000
INTEREST RATE SWAPS                       2002       2003        2004        2005       2006     THEREAFTER     TOTAL        TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>         <C>         <C>         <C>         <C>      <C>          <C>         <C>
Pay Fixed/Receive Variable
  Notional value                        $   90      $ 198       $    35     $ 140       $  50     $   794     $  1,307    $  1,031
  Weighted average pay rate                5.9%       5.1%          6.1%      7.5%        6.7%        7.0%         6.5%        6.6%
  Weighted average receive rate            2.1%       2.3%          2.2%      2.2%        2.4%        2.2%         2.2%        6.8%
  Fair value                                                                                                  $    (65)   $    (43)
Pay Variable/Receive Fixed
  Notional value                        $  204      $ 518       $ 1,299     $ 935       $ 797     $ 1,327     $  5,080    $  4,886
  Weighted average pay rate                2.1%       2.0%          2.2%      2.1%        2.0%        2.1%         2.1%        7.0%
  Weighted average receive rate            5.9%       5.4%          5.6%      6.0%        5.7%        6.3%         5.8%        6.6%
  Fair value                                                                                                  $    194    $     78
Pay Variable/Receive Different Variable
  Notional value                        $    5      $   2       $   150     $  11       $  --     $   251     $    419    $    278
  Weighted average pay rate                5.4%       2.2%          3.3%      4.0%         --         3.1%         3.2%        6.6%
  Weighted average receive rate            3.0%       1.9%          3.0%      1.2%         --         5.5%         4.4%        4.9%
  Fair value                                                                                                  $    (48)   $     (1)
===================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>

                                                                                                              2001         2000
INTEREST RATE CAPS - LIBOR BASED       2002       2003       2004        2005       2006       THEREAFTER     TOTAL        TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>         <C>        <C>         <C>          <C>          <C>
Purchased
  Notional value                      $ 10        $ 54        $ --        $ 77       $ --        $  30        $ 171        $ 171
  Weighted average strike rate
   (8.0 - 9.9%)                        8.9%        8.5%         --         8.4%        --          8.3%         8.5%         8.5%
  Fair value                                                                                                  $   1        $   1
  Notional value                      $ 19        $ --        $ --        $ --       $ --        $  --        $  19        $  19
  Weighted average strike rate
   (10.0 - 11.9%)                     10.1%         --          --          --         --           --         10.1%        10.1%
  Fair value                                                                                                  $  --        $  --
===================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>

                                                                                                            2001         2000
INTEREST RATE CAPS - CMT BASED [1]     2002       2003       2004        2005       2006     THEREAFTER     TOTAL        TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>         <C>          <C>        <C>         <C>          <C>          <C>
Purchased
  Notional value                      $ --       $ 250       $ --         $ 250      $ --        $ --         $ 500        $ 500
  Weighted average strike rate
   (8.0 - 9.9%)                         --         8.7%        --           8.7%       --          --           8.7%         8.7%
  Fair value                                                                                                  $   3        $  --
===================================================================================================================================
<FN>
[1]   CMT represents the Constant Maturity Treasury Rate.
</FN>
</TABLE>

                                     - 43 -
<PAGE>
<TABLE>
<CAPTION>

                                                                                                            2001         2000
INTEREST RATE FLOORS - LIBOR BASED     2002       2003       2004        2005       2006     THEREAFTER     TOTAL        TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>       <C>          <C>        <C>         <C>          <C>          <C>
Purchased
  Notional value                      $ --        $ --       $ 27        $ --       $ --        $ --         $  27        $  27
  Weighted average strike rate
   (6.0 - 7.9%)                         --          --        7.9%         --         --          --           7.9%         7.9%
  Fair value                                                                                                 $   3        $   2
Issued
  Notional value                      $ 28        $ 54       $ 34        $ 77       $ --        $ --         $ 193        $ 193
  Weighted average strike rate
   (4.0 - 5.9%)                        5.3%        5.4%       5.3%        5.3%        --          --           5.3%         5.3%
  Fair value                                                                                                 $  (8)       $  (2)
  Notional value                      $ --        $ --       $ 27        $ --       $ --        $ --         $  27        $  27
  Weighted average strike rate
   (6.0 - 7.9%)                         --          --        7.8%         --         --          --           7.8%         7.8%
  Fair value                                                                                                 $  (3)       $  (2)
===================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>

                                                                                                              2001         2000
INTEREST RATE FLOORS - CMT BASED [1]   2002       2003       2004        2005       2006       THEREAFTER     TOTAL        TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>         <C>         <C>         <C>        <C>         <C>          <C>          <C>
Purchased
  Notional value                       $  --       $ 150       $  --       $  --      $  --       $  --        $ 150        $ 150
  Weighted average strike rate
   (4.0 - 5.9%)                           --         5.5%         --          --         --          --          5.5%         5.5%
  Fair value                                                                                                   $   5        $   3
===================================================================================================================================
<FN>
[1]   CMT represents the Constant Maturity Treasury Rate.
</FN>
</TABLE>

<TABLE>
<CAPTION>

                                                                                                            2001         2000
INTEREST RATE FUTURES                  2002       2003       2004        2005       2006     THEREAFTER     TOTAL        TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>        <C>         <C>        <C>         <C>          <C>          <C>
Long
  Contract amount/notional             $ 266      $ --       $ --        $ --       $ --        $ --         $ 266        $ 198
  Weighted average settlement price    $ 105      $ --       $ --        $ --       $ --        $ --         $ 105        $ 105
Short
  Contract amount/notional             $  25      $ --       $ --        $ --       $ --        $ --         $  25        $  59
  Weighted average settlement price    $ 105      $ --       $ --        $ --       $ --        $ --         $ 105        $ 105
===================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>

                                                                                                            2001         2000
OPTION CONTRACTS                       2002       2003       2004        2005       2006     THEREAFTER     TOTAL        TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>         <C>         <C>         <C>        <C>         <C>         <C>          <C>
Long
  Contract amount/notional             $ --        $ 119       $ 107       $  45      $  324      $  128      $  723       $  589
  Fair value                                                                                                      28       $    6
Short
  Contract amount/notional             $ 39        $ 178       $ 427       $ 137      $  245      $   30      $1,056       $  362
  Fair value                                                                                                  $  (61)      $  (40)
===================================================================================================================================
</TABLE>

Currency Exchange Risk
- ----------------------

As of December 31, 2001, Life had immaterial  currency exposures  resulting from
its international operations.

Life Product Liability Characteristics
- --------------------------------------

Life's product liabilities, other than non-guaranteed separate accounts, include
accumulation vehicles such as fixed and variable annuities, other investment and
universal  life-type  contracts,  and other insurance products such as long-term
disability and term life insurance.

Asset Accumulation Vehicles

While  interest  rate risk  associated  with these  insurance  products has been
reduced  through  the use of market  value  adjustment  features  and  surrender
charges,  the primary  risk  associated  with these  products is that the spread
between  investment  return  and  credited  rate may not be  sufficient  to earn
targeted returns.

Fixed Rate -- Products in this category  require the payment of a fixed rate for
a certain period of time. The cash flows are not interest  sensitive because the
products are written with a market value adjustment  feature and the liabilities
have protection against the early withdrawal of funds through surrender charges.
Product examples include fixed rate annuities with a market value adjustment and
fixed rate guaranteed  investment  contracts.  Contract duration is dependent on
the policyholder's choice of guarantee period.

Indexed  --  Products  in this  category  are  similar  to the fixed  rate asset
accumulation  vehicles  but  require the life  operations  to pay a rate that is
determined  by an external  index.  The amount  and/or timing of cash flows will
therefore  vary based on the level of the  particular  index.  The primary risks
inherent  in these  products  are  similar to the fixed rate asset  accumulation
vehicles,  with the  additional  risk that  changes  in the index may  adversely
affect  profitability.  Product examples include  indexed-guaranteed  investment
contracts with an estimated  duration of up to two years.

                                     - 44 -
<PAGE>

Interest Credited -- Products in this category credit interest to policyholders,
subject to market conditions and minimum guarantees. Policyholders may surrender
at book  value but are  subject to  surrender  charges  for an  initial  period.
Product  examples  include  universal  life  contracts  and the general  account
portion of Life's variable  annuity  products.  Liability  duration is short- to
intermediate-term.

Other Insurance Products

Long-term  Pay Out  Liabilities  -- Products in this  category are  long-term in
nature and may contain significant actuarial (including mortality and morbidity)
pricing  and cash flow  risks.  The cash  flows  associated  with  these  policy
liabilities  are not interest rate sensitive but do vary based on the timing and
amount of benefit payments. The primary risks associated with these products are
that the benefits will exceed expected  actuarial pricing and/or that the actual
timing  of the  cash  flows  differ  from  those  anticipated,  resulting  in an
investment  return lower than that assumed in pricing.  Product examples include
structured  settlement  contracts,  on-benefit annuities (i.e., the annuitant is
currently  receiving  benefits  thereon)  and  long-term  disability  contracts.
Contract duration is generally five to ten years.

Short-term  Pay Out  Liabilities -- These  liabilities  are short-term in nature
with a duration of less than one year. The primary risks  associated  with these
products are determined by the non-investment contingencies such as mortality or
morbidity  and  the  variability  in the  timing  of the  expected  cash  flows.
Liquidity is of greater  concern  than for the  long-term  pay out  liabilities.
Products  include  individual  and  group  term  life  insurance  contracts  and
short-term disability contracts.

Management  of  the  duration  of  investments   with  respective   policyholder
obligations  is  an  explicit  objective  of  Life's  management  strategy.  The
estimated  cash  flows of  insurance  policy  liabilities  based  upon  internal
actuarial  assumptions  as of December 31, 2001 are reflected in the table below
by expected  maturity  year.  Comparative  totals are  included for December 31,
2000.


<TABLE>
<CAPTION>
(dollars in billions)
                                                                                                              2001         2000
DESCRIPTION [1]                        2002       2003       2004        2005       2006       THEREAFTER     TOTAL        TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>         <C>         <C>         <C>         <C>         <C>         <C>
Fixed rate asset accumulation vehicles $ 1.0      $  1.3      $  2.9      $  3.0      $ 2.3       $ 5.3       $ 15.8      $ 10.4
  Weighted average credited rate         5.3%        5.5%        6.5%        6.1%       5.7%        5.8%         5.9%        6.7%
Indexed asset accumulation vehicles    $ 0.6      $  0.1      $   --      $   --      $  --       $ 0.1       $  0.8      $  0.7
  Weighted average credited rate         6.5%        6.5%         --          --         --         6.5%         6.5%        6.3%
Interest credited asset accumulation
    vehicles                           $ 4.7      $  0.5      $  0.5      $  0.2      $ 0.2       $ 2.0       $  8.1      $ 10.1
  Weighted average credited rate         6.2%        4.6%        4.5%        5.5%       5.5%        5.4%         5.7%        5.9%
Long-term pay out liabilities          $ 1.0      $  0.5      $  0.7      $  0.6      $ 0.5       $ 5.3       $  8.6      $  6.5
Short-term pay out liabilities         $ 0.9      $  0.1      $   --      $   --      $  --       $  --       $  1.0      $  0.9
===================================================================================================================================
<FN>
[1]   As of  December  31, 2001 and 2000,  the fair values of Life's  investment
      contracts,  including guaranteed separate accounts, were $26.0 billion and
      $21.4 billion, respectively.
</FN>
</TABLE>

Sensitivity to Changes in Interest Rates
- ----------------------------------------

For liabilities  whose cash flows are not  substantially  affected by changes in
interest  rates  ("fixed   liabilities")  and  where  investment  experience  is
substantially  absorbed  by Life,  the  sensitivity  of the net  economic  value
(discounted  present value of asset cash flows less the discounted present value
of  liability  cash  flows) of those  portfolios  to 100 basis  point  shifts in
interest rates are shown in the following table.

                                 Change in Net Economic Value
                                   2001                 2000
                            ------------------------------------------
Basis point shift            - 100      + 100      - 100     + 100
- ----------------------------------------------------------------------
 Amount                       $  6       $ (31)      $ (15)     $ (27)
 Percent of liability value   0.03%      (0.16)%     (0.09)%    (0.16)%
======================================================================

These  fixed  liabilities  represented  about 61% and 60% of Life's  general and
guaranteed   separate  account  liabilities  at  December  31,  2001  and  2000,
respectively.   The  remaining  liabilities  generally  allow  Life  significant
flexibility to adjust credited rates to reflect actual investment experience and
thereby pass through a substantial  portion of actual  investment  experience to
the  policyholder.  The fixed  liability  portfolios  are managed and  monitored
relative to defined  objectives  and are analyzed  regularly by  management  for
internal risk management purposes using scenario simulation techniques,  and are
evaluated  on an annual  basis,  in  compliance  with  regulatory  requirements.

PROPERTY & CASUALTY

Interest Rate Risk
- ------------------

The primary exposure to interest rate risk in Property & Casualty relates to its
fixed maturity investments. Changes in market interest rates directly impact the
market value of the fixed  maturity  securities.  In  addition,  but to a lesser
extent, interest rate risk exists on debt and trust preferred securities issued.
Derivative  instruments  are used to manage  interest  rate risk and had a total
notional  amount as of  December  31,  2001 and 2000 of $1.3  billion  and $318,
respectively.

The principal amounts of the fixed and variable rate fixed maturity  portfolios,
along with the respective weighted average coupons by estimated maturity year at
December 31, 2001, are reflected in the following table.  Comparative totals are
included as of December 31, 2000.  Expected  maturities  differ from contractual
maturities  due to call or  prepayment  provisions.  The  WAC on  variable  rate
securities is based on spot rates as of December 31, 2001 and 2000, and is based
primarily on LIBOR.  Callable bonds and notes are primarily municipal bonds, and
are  distributed  to either  call  dates or  maturity  depending  on which  date
produces the most conservative yield.  Asset-backed  securities,  collateralized
mortgage  obligations and  mortgage-backed  securities are distributed  based on
estimates of the rate of future prepayments of principal over the remaining life
of the

                                     - 45 -
<PAGE>

securities.  These estimates are developed using prepayment  speeds contained in
broker  consensus  data.  Such  estimates  are derived  from  prepayment  speeds
previously  experienced  at interest rate levels  projected  for the  underlying
collateral.   Actual  prepayment  experience  may  vary  from  these  estimates.
Financial  instruments with certain leverage features have been included in each
of the fixed maturity  categories.  These  instruments  have not been separately
displayed,   as  they  were  immaterial  to  Property  &  Casualty's  investment
portfolio.


<TABLE>
<CAPTION>
                                                                                                              2001         2000
                                       2002       2003       2004        2005       2006       THEREAFTER     TOTAL        TOTAL
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>         <C>         <C>         <C>         <C>       <C>         <C>           <C>
CALLABLE BONDS
 Fixed Rate
  Par value                          $     14    $   12      $   53      $  148      $  273    $ 7,124     $  7,624      $  7,311
  WAC                                     5.9%      5.8%        5.7%        5.6%        5.5%       5.3%         5.3%          5.4%
 Variable Rate
  Par value                          $      1    $    1      $    1      $   15      $    5    $   243     $    266      $    282
  WAC                                     4.0%      4.0%        4.0%        6.6%        6.1%       5.3%         5.4%          6.5%
  Fair value                                                                                               $    214      $    227
- ---------------------------------------------------------------------------------------------------------------------------------
BONDS - OTHER
 Fixed Rate
  Par value                          $  1,050    $  311      $  465      $  566      $  743    $ 3,278     $  6,413      $  6,175
  WAC                                     5.9%      6.5%        6.8%        7.0%        6.2%       6.4%         6.4%          6.2%
  Fair value                                                                                               $  6,297      $  5,967
 Variable Rate
  Par value                          $     38    $    2      $   51      $    1      $    1    $   175     $    268      $    128
  WAC                                     4.9%      5.4%        3.2%        5.0%        5.2%       5.2%         4.8%          4.8%
  Fair value                                                                                               $    231      $     88
- ---------------------------------------------------------------------------------------------------------------------------------
ASSET-BACKED SECURITIES
 Fixed Rate
  Par value                          $     51    $   59      $   75      $   95      $   64    $   226     $    570      $    626
  WAC                                     8.0%      7.2%        6.5%        6.6%        7.0%       7.7%         7.2%          7.4%
  Fair value                                                                                               $    549      $    620
 Variable Rate
  Par value                          $     10    $    5      $   39      $    9      $   19    $   109     $    191      $    155
  WAC                                     5.0%      3.7%        2.9%        3.3%        3.1%       4.1%         3.8%          7.9%
  Fair value                                                                                               $    168      $    141
- ---------------------------------------------------------------------------------------------------------------------------------
COLLATERALIZED MORTGAGE OBLIGATIONS
 Fixed Rate
  Par value                          $     15    $   14      $   18      $   12      $    7    $    21     $     87      $    222
  WAC                                     6.9%      6.9%        7.1%        7.0%        6.9%       6.2%         6.8%          6.6%
  Fair value                                                                                               $     88      $    219
 Variable Rate
  Par value                          $      1    $    1      $    1      $    1      $    1    $     3     $      8      $     18
  WAC                                    15.5%     15.4%       15.3%       15.1%       15.0%      14.4%        15.1%          5.6%
  Fair value                                                                                               $      9      $     17
- ---------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL MORTGAGE-BACKED SECURITIES
 Fixed Rate
  Par value                          $     19    $   14      $   19      $   10      $   19    $   626     $    707      $    689
  WAC                                     7.0%      6.7%        7.1%        7.1%        7.4%       7.1%         7.1%          7.2%
  Fair value                                                                                               $    728      $    697
 Variable Rate
  Par value                          $     84    $   76      $   34      $   47      $   21    $   148     $    410      $    441
  WAC                                     4.2%      4.2%        6.0%        6.3%        7.9%       8.3%         6.2%          8.1%
  Fair value                                                                                               $    417      $    444
- ---------------------------------------------------------------------------------------------------------------------------------
MORTGAGE-BACKED SECURITIES
 Fixed Rate
  Par value                          $     47    $   51      $   49      $   39      $   33    $   160     $    379      $    313
  WAC                                     6.8%      6.7%        6.6%        6.6%        6.6%       6.6%         6.6%          7.2%
  Fair value                                                                                               $    381      $    315
=================================================================================================================================
</TABLE>

                                     - 46 -
<PAGE>

The following  table  provides  information  as of December 31, 2001 on interest
rate  swaps  used to manage  interest  rate risk on fixed  maturities  and trust
preferred securities and presents notional amounts with weighted average pay and
receive rates by maturity year.  Comparative  totals are included as of December
31, 2000. The weighted  average rates are based on spot rates as of December 31,
2001 and 2000.

<TABLE>
<CAPTION>
                                                                                                              2001         2000
INTEREST RATE SWAPS                    2002       2003       2004        2005       2006       THEREAFTER     TOTAL        TOTAL
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>         <C>         <C>         <C>        <C>       <C>          <C>         <C>
Pay Variable/Receive Fixed
  Notional value                       $  10       $ --        $ 35        $ --       $ --      $  500       $ 545       $    45
  Weighted average pay rate              2.0%        --         2.0%         --         --         3.2%        3.1%          6.7%
  Weighted average receive rate          6.5%        --         6.7%         --         --         7.5%        7.4%          6.7%
  Fair value                                                                                                 $ (29)      $     1
Pay Variable/Receive Different Variable
  Notional value                       $ 226       $ --        $ --        $ --       $ --      $  230       $ 456       $   273
  Weighted average pay rate              1.8%        --          --          --         --         3.1%        2.5%          6.5%
  Weighted average receive rate          6.7%        --          --          --         --         5.5%        6.1%          6.9%
  Fair value                                                                                                 $ (54)      $     5
=================================================================================================================================
</TABLE>

Property & Casualty uses option  contracts to hedge fixed  maturity  investments
that totaled $252 in notional  value and $1 in carrying value as of December 31,
2001. There were no option contracts in use as of December 31, 2000.

The table below provides information as of December 31, 2001 on debt obligations
and trust  preferred  securities  and reflects  principal cash flows and related
weighted  average  interest  rates by  maturity  year.  Comparative  totals  are
included as of December 31, 2000.


<TABLE>
<CAPTION>
                                                                                                            2001         2000
                                       2002       2003       2004        2005       2006     THEREAFTER     TOTAL        TOTAL
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>         <C>        <C>      <C>          <C>          <C>
SHORT-TERM DEBT
  Fixed Rate
    Amount                            $ 599       $  --       $  --       $  --      $  --    $   --       $  599       $   235
    Weighted average interest rate      4.2%         --          --          --         --        --          4.2%          8.1%
    Fair value                                                                                             $  607       $   238
LONG-TERM DEBT
  Fixed Rate
    Amount                            $  --       $  --       $  --       $  --      $  --    $  400       $  400       $   700
    Weighted average interest rate       --          --          --          --         --       6.8%         6.8%          6.6%
    Fair value                                                                                             $  401       $   689
TRUST PREFERRED SECURITIES [1]
  Fixed Rate
    Amount                            $  --       $  --       $  --       $  --      $  --    $1,000       $1,000       $ 1,000
    Weighted average interest rate       --          --          --          --         --       7.6%         7.6%          8.0%
    Fair value                                                                                             $  968       $   988
=================================================================================================================================

<FN>
[1]   Represents Company Obligated  Mandatorily  Redeemable Preferred Securities
      of Subsidiary Trusts Holding Solely Junior Subordinated Debentures.
</FN>
</TABLE>

Equities Price Risk
- -------------------

Property & Casualty  holds a  diversified  portfolio  of  investments  in equity
securities  representing  firms in  various  countries,  industries  and  market
segments  ranging from small market  capitalization  stocks to Standard & Poor's
500 stocks.  The risk  associated  with these  securities  relates to  potential
decreases in value resulting from changes in equity prices.

The following  table reflects equity  securities  owned at December 31, 2001 and
2000, grouped by major market type.

                                2001                  2000
                        -------------------------------------------
                        FAIR VALUE   PERCENT   FAIR VALUE  PERCENT
- --------------------------------------------------------------------
EQUITY SECURITIES
 Domestic
   Large cap            $   393         42.7%    $   521       58.9%
   Midcap/small cap         342         37.1%        179       20.2%
 Foreign
   EAFE [1]/ Canadian       184         20.0%        185       20.9%
   Emerging                   2          0.2%         --         --
- --------------------------------------------------------------------
     TOTAL              $   921        100.0%    $   885      100.0%
====================================================================
[1]   Europe, Australia, Far East countries index.

                                     - 47 -
<PAGE>

Currency Exchange Risk
- ----------------------

As of December 31, 2001,  Property & Casualty had immaterial  currency exposures
resulting from its international operations.

Currency exchange risk also exists with respect to investments in foreign equity
securities.  Forward foreign  contracts with a notional amount of $7 and $8 were
used to manage this risk at December 31, 2001 and 2000, respectively.

CORPORATE

Interest Rate Risk
- ------------------

The  primary  exposure to interest  rate risk in  Corporate  relates to the debt
issued in connection  with The HLI  Repurchase.  Corporate  also has $3 in fixed
maturity  security  investments  that  represent  an  immaterial  interest  rate
exposure.

The table below provides information as of December 31, 2001 on Corporate's debt
obligations  and  reflects  principal  cash flows and related  weighted  average
interest rates by maturity year.

<TABLE>
<CAPTION>
                                                                                                            2001         2000
                                       2002       2003       2004        2005       2006     THEREAFTER     TOTAL        TOTAL
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>         <C>        <C>         <C>          <C>          <C>
LONG-TERM DEBT
Fixed Rate
  Amount                              $  --       $  --       $  --       $ 250      $  --       $  275       $ 525        $  525
  Weighted average interest rate         --          --          --         7.8%        --          7.9%        7.8%          7.8%
  Fair value                                                                                                  $ 563        $  554
=================================================================================================================================
</TABLE>

- --------------------------------------------------------------------------------
CAPITAL RESOURCES AND LIQUIDITY
- --------------------------------------------------------------------------------



Capital resources and liquidity  represent the overall financial strength of The
Hartford and its ability to generate strong cash flows from each of the business
segments  and borrow funds at  competitive  rates to meet  operating  and growth
needs.  The capital  structure  of The Hartford as of December 31, 2001 and 2000
consisted  of debt and equity,  and as of December  31, 1999 also  consisted  of
minority interest, summarized as follows:

<TABLE>
<CAPTION>
                                                                                                  AS OF DECEMBER 31,
                                                                                       ---------------------------------------------
                                                                                          2001            2000            1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>              <C>             <C>
Short-term debt                                                                        $   599          $   235         $     31
Long-term debt                                                                           1,965            1,862            1,548
Company obligated mandatorily redeemable preferred securities of subsidiary
  trusts holding solely junior subordinated debentures (trust preferred securities)      1,412            1,243            1,250
- ------------------------------------------------------------------------------------------------------------------------------------
     TOTAL DEBT                                                                        $ 3,976          $ 3,340         $  2,829
     -------------------------------------------------------------------------------------------------------------------------------
     MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY [1]                                  $    --          $    --         $    491
     -------------------------------------------------------------------------------------------------------------------------------
Equity excluding unrealized gain (loss) on securities and other, net of tax [2]        $ 8,344          $ 6,967         $  5,664
Unrealized gain (loss) on securities and other, net of tax [2]                             669              497             (198)
- ------------------------------------------------------------------------------------------------------------------------------------
     TOTAL STOCKHOLDERS' EQUITY                                                        $ 9,013          $ 7,464         $  5,466
     -------------------------------------------------------------------------------------------------------------------------------
     TOTAL CAPITALIZATION [3]                                                          $12,320          $10,307         $  8,984
     -------------------------------------------------------------------------------------------------------------------------------
Debt to equity  [3] [4]                                                                     48%              48%              50%
Debt to capitalization  [3] [4]                                                             32%              32%              31%
====================================================================================================================================
<FN>
[1]   Excludes unrealized gain (loss) on securities,  net of tax, of $(62) as of
      December 31, 1999.
[2]   Other represents the net gain on cash-flow hedging instruments as a result
      of the Company's adoption of SFAS No. 133.
[3]   Excludes unrealized gain (loss) on securities, net of tax.
[4]   Excluding  trust preferred  securities,  the debt to equity ratio was 31%,
      30% and 28%, and the debt to capitalization  ratio was 21%, 20% and 18% as
      of December 31, 2001, 2000 and 1999, respectively.
</FN>
</TABLE>

CONTRACTUAL OBLIGATION AND COMMITMENTS

The following table identifies the Company's contractual  obligations by payment
due period.

<TABLE>
<CAPTION>
                                       2002       2003       2004        2005       2006     THEREAFTER     TOTAL
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>       <C>        <C>          <C>      <C>          <C>
Short-term debt                       $ 599        $  --     $  --      $  --        $  --    $    --      $   599
Long-term debt                           --           --       200        250           --      1,525        1,975
Trust preferred securities               --           --        --         --           --      1,450        1,450
- ---------------------------------------------------------------------------------------------------------------------
Total debt                            $ 599        $  --     $ 200      $ 250        $  --    $ 2,975      $ 4,024
Operating leases                        131          112        98         84           69        194          688
- ---------------------------------------------------------------------------------------------------------------------
Total contractual obligations         $ 730        $ 112     $ 298      $ 334        $  69    $ 3,169      $ 4,712
=====================================================================================================================
</TABLE>

In addition to the  contractual  obligations  above,  The  Hartford  had certain
unfunded   commitments  at  December  31,  2001  to  fund  limited   partnership
investments  totaling  $375.  These  capital  commitments  can be  called by the
partnerships  during

                                     - 48 -
<PAGE>

the commitment  period (on average,  3-6 years) to fund working capital needs or
the  purchase  of new  investments.  If the  commitment  period  expires and the
commitment  has not been fully funded,  The Hartford is not required to fund the
remaining unfunded commitment but may elect to do so.

ACQUISITIONS

Fortis

On April 2, 2001, The Hartford acquired Fortis Financial Group for $1.12 billion
in cash.  The Company  effected  the  acquisition  through  several  reinsurance
agreements  with  subsidiaries  of Fortis,  Inc. and the purchase of 100% of the
stock  of  Fortis  Advisers,  Inc.  and  Fortis  Investors,  Inc.,  wholly-owned
subsidiaries  of  Fortis,  Inc.  The  acquisition  was  recorded  as a  purchase
transaction.

Purchase consideration for the transaction was as follows:

Issuance of:
- ------------
Common stock issuance (10 million shares
   @ $64.00 per share), net of transaction costs       $    615
Long-term notes:
   $400  7.375% notes due March 1, 2031                     400
Trust preferred securities:
  $200  7.625% Trust Preferred Securities (Series B)
  due February 15, 2050                                     200
- -----------------------------------------------------------------------
     Consideration raised                              $  1,215
=======================================================================

For a further discussion of the Fortis  Acquisition,  see Note 18(a) of Notes to
Consolidated Financial Statements.

HLI Repurchase

On June 27, 2000,  The Hartford  acquired all of the  outstanding  shares of HLI
that it did not  already  own.  The HLI  Repurchase  was  recorded as a purchase
transaction.

Purchase consideration for the transaction was as follows:

Issuance of:
- ------------
Common stock from treasury (7.25 million shares
  @ $54.90 per share)                                     $    398
Long-term notes:
   $250  7.75% notes due June 15, 2005                         244
   $275  7.90% notes due June 15, 2010                         272
Commercial paper                                               400
- -----------------------------------------------------------------------
     Consideration raised                                    1,314
Other, including conversion of HLI employee
   stock options and restricted shares                         102
- -----------------------------------------------------------------------
     Total consideration                                  $  1,416
- -----------------------------------------------------------------------

For a  further  discussion  of the  HLI  Repurchase,  see  Note 16 of  Notes  to
Consolidated Financial Statements.

CAPITALIZATION

The  Hartford's  total  capitalization,  excluding  unrealized  gain  (loss)  on
securities and other,  net of tax,  increased by $2.0 billion as of December 31,
2001  compared to December 31,  2000.  This change was  primarily  the result of
earnings and financing  activities related to Fortis and September 11, partially
offset by dividends declared.

The  Hartford's  total  capitalization,  excluding  unrealized  gain  (loss)  on
securities and other,  net of tax,  increased by $1.3 billion as of December 31,
2000  compared to December 31,  1999.  This change was  primarily  the result of
earnings  and  financing  activities  related to The HLI  Repurchase,  partially
offset by dividends  declared and the effect of treasury  stock  acquired in the
first quarter of 2000.

SHELF REGISTRATION

On May 15, 2001, HLI filed with the SEC a shelf  registration  statement for the
potential  offering  and  sale  of up to $1.0  billion  in  debt  and  preferred
securities.  The registration  statement was declared effective on May 29, 2001.
As of December 31, 2001, HLI had $1.0 billion remaining on its shelf.

On  November  9, 2000,  The  Hartford  filed with the  Securities  and  Exchange
Commission  a shelf  registration  statement  and a  prospectus,  as  amended on
January 31, 2001,  for the potential  offering and sale of up to $2.6 billion in
debt and equity  securities.  As of December  31,  2001,  The  Hartford had $1.1
billion remaining on its shelf.

For a further  discussion of the shelf  registration  statements,  see Note 6 of
Notes to Consolidated Financial Statements.

DEBT

The Hartford has a commercial  paper  program which allows the Company to borrow
up to a maximum amount of $2.0 billion in short-term  commercial paper notes. As
of December 31, 2001, the Company had $299 of outstanding  borrowings  under the
program.

Effective  June 20,  2001,  The  Hartford  entered  into an amended and restated
five-year  revolving  $1.0 billion  credit  facility with fourteen  banks.  This
facility is available for general corporate  purposes and to provide  additional
support to the  Company's  commercial  paper  program.  As of December 31, 2001,
there were no outstanding borrowings under the facility.

HLI has a  commercial  paper  program  which allows it to borrow up to a maximum
amount of $250 in short-term  commercial  paper notes.  As of December 31, 2001,
HLI had no outstanding borrowings under the program.

As of December  31,  2001,  HLI  maintained a $250  five-year  revolving  credit
facility comprised of four  participatory  banks. As of December 31, 2001, there
were no outstanding borrowings under the facility.

On December 1, 2001,  The  Hartford's  8.3%  medium term notes  became due.  The
Company borrowed $200 under its commercial paper program to retire the debt.

On March 1,  2001,  HLI  issued  and sold  $400 of  senior  debt  securities  to
partially finance the Fortis acquisition.

On June 16,  2000,  The Hartford  issued and sold $525 of  unsecured  redeemable
long-term debt. On June 23, 2000, The Hartford issued $400 of commercial  paper.
Proceeds from the debt issuances were used to partially fund The HLI Repurchase.
The  Company  used  proceeds  from the sale of  Zwolsche  to pay off the $400 of
commercial paper on December 29, 2000.

                                     - 49 -
<PAGE>

For additional  information  regarding debt, see Note 6 of Notes to Consolidated
Financial Statements.

COMPANY  OBLIGATED  MANDATORILY  REDEEMABLE  PREFERRED  SECURITIES OF SUBSIDIARY
TRUSTS  HOLDING  SOLELY  JUNIOR   SUBORDINATED   DEBENTURES   (TRUST   PREFERRED
SECURITIES)

On December 31,  2001,  The Hartford  redeemed  its  20,000,000  Series B, 8.35%
Cumulative  Quarterly Income Preferred Securities due October 30, 2026 for $500.
The Company  used  proceeds  from its  October 26, 2001  issuance of 7.45% Trust
Originated Preferred Securities, Series C to redeem the securities.

On October 26, 2001,  Hartford Capital III, a Delaware  statutory business trust
formed by The Hartford,  issued  20,000,000,  7.45% Trust  Originated  Preferred
Securities, Series C and received proceeds before underwriting expenses of $500.

On March 6,  2001,  HLI issued and sold $200 of trust  preferred  securities  to
partially finance the Fortis acquisition.

For a further discussion of Company Obligated  Mandatorily  Redeemable Preferred
Securities of Subsidiary Trusts Holding Solely Junior  Subordinated  Debentures,
see Note 7 of Notes to Consolidated Financial Statements.

STOCKHOLDERS' EQUITY

Issuance of common stock - As a result of September 11, on October 22, 2001, The
Hartford  issued 7.0 million shares of common stock pursuant to an  underwritten
offering for net proceeds of $400.

Issuance of common  stock-Fortis  Financial Group  acquisition - On February 16,
2001,  The  Hartford  issued 10 million  shares of common  stock  pursuant to an
underwritten  offering  for net  proceeds of $615 to  partially  fund the Fortis
Financial Group acquisition.

Issuance of common stock from  treasury - On June 8, 2000,  The Hartford  issued
7.25 million shares of common stock in a block trade to Goldman, Sachs & Co. for
$398. The shares were issued out of treasury. The Hartford used the net proceeds
from the issuance of the shares to partially fund The HLI Repurchase.

Dividends  -  The  Hartford   declared  $242  and  paid  $235  in  dividends  to
shareholders in 2001,  declared $214 and paid $210 in 2000 and declared $209 and
paid $207 in 1999.

On October 18, 2001,  The  Hartford's  Board of  Directors  declared a quarterly
dividend of $0.26 per share payable on January 2, 2002 to shareholders of record
as of December 3, 2001.  The dividend  represented  a 4% increase from the prior
quarter.

Treasury Stock - In October 1999, The Hartford's  Board of Directors  authorized
the repurchase of up to $1.0 billion of the Company's  outstanding common stock.
This  repurchase  authorization  was  effective  in  November  1999 and covers a
three-year  period.  On the first two trading days  following  September 11, The
Hartford  repurchased  0.1 million shares of its common stock in the open market
at a total cost of $7. These were the Company's only  repurchases in 2001. Since
the inception of the 1999 repurchase  program,  The Hartford has repurchased 6.1
million shares at a total cost of $250. Certain of these repurchased shares have
been reissued pursuant to certain stock-based benefit plans.

Unrealized  Gain (Loss) and Other -  Unrealized  gain (loss) on  securities  and
other,  net of tax,  increased  by $172 as of  December  31,  2001  compared  to
December 31, 2000.  The change  resulted  primarily from the impact of decreased
interest  rates on the fixed  maturity  portfolio  and the net gain on cash-flow
hedging instruments.

For  additional  information  on  stockholders'  equity,  see Note 8 of Notes to
Consolidated Financial Statements.

RATINGS

The following table summarizes The Hartford's  significant  United States member
companies'  financial ratings from the major independent rating organizations as
of February 28, 2002.

- --------------------------------------------------------------------
                             A.M.             STANDARD
                             BEST    FITCH    & POOR'S     MOODY'S
- --------------------------------------------------------------------
Insurance Ratings:
Hartford Fire                 A+       AA        AA         Aa3
Hartford Life Insurance
  Company                     A+       AA+       AA         Aa3
Hartford Life & Accident      A+       AA+       AA         Aa3
Hartford Life & Annuity       A+       AA+       AA         Aa3
- --------------------------------------------------------------------
OTHER RATINGS:
The Hartford Financial
   Services Group, Inc.:
   Senior debt                a+       A+        A          A2
   Commercial paper           AMB-1    F-1       A-1        P-1
Hartford Capital I
 quarterly income
 preferred securities [1]     a-       A         BBB+       A3
Hartford Capital III trust
 originated preferred
 securities [1]               a-       A         BBB+       A3
Hartford Life, Inc.:
   Senior debt                a+       A+        A          A2
   Commercial paper           --       F-1       A-1        P-1
Hartford Life, Inc.:
   Capital I and II trust
   preferred securities [1]   a-       A         BBB+       A3
- --------------------------------------------------------------------
[1]   In 2001,  Moody's  Investor  Service  recalibrated  its  rating  scale for
      preferred stock and subordinated bonds to increase comparability of credit
      risk  assessments  across  sectors of fixed income markets  globally.  The
      recalibration  represents a change in Moody's  overall  rating  system for
      preferred  stocks  and  subordinated  bonds  but not a change  in its risk
      assessment  of an  issuer's  fundamental  credit  quality.  The  Company's
      preferred securities ratings were changed from A2 to A3 as a result of the
      recalibration.

Ratings are an important factor in establishing  the competitive  position of an
insurance  company  such as The  Hartford.  There can be no  assurance  that the
Company's  ratings will  continue for any given period of time or that they will
not be changed.

As a result of September 11 and subsequent  reviews by major independent  rating
agencies, all insurance financial strength and debt ratings of The Hartford were
reaffirmed.  However, negative outlooks were placed upon the debt ratings of the
Company by Moody's and the property and casualty  financial  strength  rating by
Standard & Poor's. All other ratings were reaffirmed with stable outlooks.

                                     - 50 -
<PAGE>

LIQUIDITY REQUIREMENTS

The liquidity requirements of The Hartford have been and will continue to be met
by funds from  operations  as well as the  issuance of  commercial  paper,  debt
securities and borrowings  from its credit  facility.  The principal  sources of
operating  funds are premiums and  investment  income as well as maturities  and
sales of invested  assets.  The Hartford  Financial  Services  Group,  Inc. is a
holding company which receives operating cash flow in the form of dividends from
its subsidiaries, enabling it to service debt, pay dividends on its common stock
and pay certain business expenses.

Dividends to The Hartford  Financial  Services Group, Inc. from its subsidiaries
are restricted.  The payment of dividends by  Connecticut-domiciled  insurers is
limited under the insurance  holding  company laws of  Connecticut.  Under these
laws, the insurance  subsidiaries  may only make their dividend  payments out of
restricted  surplus.  These laws  require  notice to and  approval  by the state
insurance  commissioner  for the declaration or payment of any dividend,  which,
together with other dividends or distributions  made within the preceding twelve
months,  exceeds the greater of (i) 10% of the insurer's policyholder surplus as
of  December  31 of the  preceding  year or (ii) net  income  (or net gain  from
operations,  if such company is a life insurance  company) for the  twelve-month
period ending on the thirty-first  day of December last preceding,  in each case
determined under statutory insurance  accounting policies.  In addition,  if any
dividend  of  a  Connecticut-domiciled  insurer  exceeds  the  insurer's  earned
surplus,   it  requires  the  prior  approval  of  the   Connecticut   Insurance
Commissioner.

The  insurance  holding  company  laws of the other  jurisdictions  in which The
Hartford's  insurance  subsidiaries  are  incorporated  (or deemed  commercially
domiciled)  generally contain similar  (although in certain  instances  somewhat
more restrictive) limitations on the payment of dividends.

As of December 31, 2001, the maximum amount of statutory  dividends which may be
paid  to  The  Hartford  Financial  Services  Group,  Inc.  from  its  insurance
subsidiaries in 2002, without prior regulatory approval, is $577.

The primary uses of funds are to pay claims, policy benefits, operating expenses
and commissions,  and to purchase new investments. In addition, The Hartford has
a  policy  of  carrying  a  significant   short-term   investment  position  and
accordingly  does not  anticipate  selling  intermediate-  and  long-term  fixed
maturity  investments  to meet any  liquidity  needs.  (For a discussion  of the
Company's investment objectives and strategies,  see the Investments and Capital
Markets Risk Management sections.)

FUTURE TERRORISM EXPOSURES

The September 11 terrorist  attack had a significant  impact on The Hartford and
the insurance industry as a whole. Since that time, The Hartford has taken steps
to limit  future  exposure to  terrorist  acts.  These steps  include  attaching
terrorist  exclusions  to our policies  wherever  possible and  identifying  and
managing  concentrated  exposures by location and  dividing the  exposures  into
terrorism  risk classes.  The Hartford and the industry  continue to support the
development of Federal legislation to provide a federal insurance program, which
would help share in potential losses from terrorism.  However, in the absence of
a federally  backed capital  resource or  availability  of adequate  reinsurance
coverage and despite the steps already taken to limit exposure, The Hartford may
not have the  capacity  to  cover  future  large-scale  terrorist  acts  such as
nuclear,  chemical or biological attacks. In addition,  losses related to future
terrorist attacks could negatively impact the Company's  financial  strength and
debt ratings.  As a result, any losses related to future terrorist attacks could
have a material  impact to the  liquidity,  financial  condition  and results of
operation of The Hartford.

CASH FLOW

- --------------------------------------------------------------------
                                2001        2000         1999
- --------------------------------------------------------------------
 Net cash provided by
  operating activities        $  2,303    $  2,435     $    954
 Net cash provided by (used
  for) investing activities   $ (5,536)   $ (2,164)    $  2,216
 Net cash provided by (used
  for) financing activities   $  3,365    $   (208)    $ (3,104)
 Cash - end of year           $    353    $    227     $    182
====================================================================

2001 COMPARED TO 2000 -- The increase in cash from financing  activities was the
result of current year proceeds on investment  type  contracts  versus the prior
year  disbursements  for  investment  type  contracts and  financing  activities
related to Fortis and  September  11. Cash  provided by financing  and operating
activities  accounted  for the  majority  of the  change  in cash for  investing
activities.  Cash flows from operating  activities  were  comparable  with prior
year.

2000  COMPARED TO 1999 -- The increase in operating  cash flow was primarily the
result of growth in Life business,  along with favorable underwriting cash flows
in Property & Casualty.  The decrease in cash used for financing  activities was
attributable to net financing for The HLI Repurchase as well as a lower level of
disbursements  for investment  type contracts  related to the leveraged block of
COLI  business.  The  financing  activities,  along  with the  increase  in cash
provided  by  operating  activities,  accounted  for the  change  in  cash  from
investing activities.

Operating  cash  flows in each of the last  three  years  have  been  more  than
adequate to meet liquidity requirements.

RISK-BASED CAPITAL

The National  Association of Insurance  Commissioners  ("NAIC") has  regulations
establishing  minimum  capitalization  requirements  based on risk-based capital
("RBC")  formulas  for both  life  and  property  and  casualty  companies.  The
requirements   consist  of  formulas,   which   identify   companies   that  are
undercapitalized  and require specific regulatory  actions.  The RBC formula for
life companies establishes capital requirements relating to insurance, business,
asset and  interest  rate risks.  RBC is  calculated  for  property and casualty
companies after adjusting capital for certain  underwriting,  asset,  credit and
off-balance  sheet  risks.  As of  December  31,  2001,  each of The  Hartford's
insurance  subsidiaries  within  Life and  Property  &  Casualty  had more  than
sufficient capital to meet the NAIC's RBC requirements.

                                     - 51 -
<PAGE>

- --------------------------------------------------------------------------------
REGULATORY MATTERS AND CONTINGENCIES
- --------------------------------------------------------------------------------

LEGISLATIVE INITIATIVES

The  business of  insurance  is  primarily  regulated  by the states and is also
affected by a range of legislative developments at the state and federal levels.
Passage in November  1999 of the Financial  Services  Modernization  Act,  which
permits affiliations among banks,  insurance companies and securities firms, may
have  competitive,  operational and other  implications  for the Company.  Among
other  provisions,  the  measure  includes  privacy  protections  requiring  all
financial  service providers to disclose their privacy policies and restrict the
sharing of personal  information  for  marketing  purposes.  Various  states are
considering even more restrictive privacy measures that could potentially affect
the Company's operations.

Enactment of the Financial  Services  Modernization Act at the federal level has
also focused renewed attention on state regulation of insurance. Elements of the
insurance  industry  are  involved in a  countrywide  initiative  to  streamline
regulatory  procedures,  either through the modification of rate and form filing
requirements or Congressional adoption of optional federal charter legislation.

Federal  measures which have been  previously  considered or enacted by Congress
and which, if revisited,  could affect the insurance  business,  include tax law
changes  pertaining  to the  tax  treatment  of  insurance  companies  and  life
insurance  products,  as well as changes in individual  income tax rates and the
estate  tax,  a number of which  changes  could  have an impact on the  relative
desirability of various personal investment vehicles. Legislation to restructure
the  social  security  system,  expand  private  pension  plans,  and create new
retirement  savings  incentives  also  may be  considered.  It is too  early  to
determine  the future  disposition  of any of these  proposals.  Therefore,  the
potential impact to the Company's  financial  condition or results of operations
cannot be reasonably estimated at this time.

Congress  is  expected  to continue  considering  terrorism  insurance  backstop
legislation  and  proposals  to  moderate  the  business   community's  asbestos
exposure. Both have the potential to reduce claim exposures;  however, enactment
of such legislation may not occur in the current Congress.  Proposed legislation
to reduce abusive class-action lawsuits would also have a beneficial impact, but
prospects for near-term  enactment are likewise  uncertain.  So-called  "patient
protection"  legislation  introduced  in  Congress  and  passed  in many  states
includes provisions permitting lawsuits against health maintenance organizations
("HMOs") for denial of coverage. Although the Company is not a health insurer or
health care  provider,  passage of such  legislation  could affect medical claim
costs to the extent that HMOs were  constrained  from  actively  managing  care.

INSOLVENCY FUND

In all states,  insurers  licensed to transact  certain classes of insurance are
required to become members of an insolvency  fund. In most states,  in the event
of the  insolvency  of an insurer  writing  any such class of  insurance  in the
state,  members of the fund are assessed to pay certain  claims of the insolvent
insurer.  A  particular  state's  fund  assesses  its  members  based  on  their
respective  written  premiums in the state for the classes of insurance in which
the insolvent insurer is engaged. Assessments are generally limited for any year
to one or two percent of premiums written per year depending on the state.  Such
assessments  paid by The Hartford  approximated $6 in 2001, $2 in 2000 and $4 in
1999.

NAIC CODIFICATION

The  NAIC  adopted  the   Codification   of  Statutory   Accounting   Principles
("Codification") in March 1998. The effective date for the statutory  accounting
guidance  was January 1, 2001.  Each of The  Hartford's  domiciliary  states has
adopted  Codification,  and the  Company has made the  necessary  changes in its
statutory  reporting required for  implementation.  As of December 31, 2001, the
impact of applying the new guidance resulted in a benefit of approximately  $400
in statutory surplus.

DEPENDENCE ON CERTAIN THIRD PARTY RELATIONSHIPS

The Company  distributes  its  annuity,  life and certain  property and casualty
insurance  products  through  a  variety  of  distribution  channels,  including
broker-dealers, banks, wholesalers, its own internal sales force and other third
party organizations. The Company periodically negotiates provisions and renewals
of these relationships and there can be no assurance that such terms will remain
acceptable  to the  Company  or  such  third  parties.  An  interruption  in the
Company's  continuing  relationship  with certain of these third  parties  could
materially affect the Company's ability to market its products. During the first
quarter of 1999, the Company modified its existing,  exclusive contract with one
such third  party,  Putnam  Mutual  Funds  Corp.  ("Putnam")  to  eliminate  the
exclusivity   provision   which  allowed  both  parties  to  pursue  new  market
opportunities.  Putnam is  contractually  obligated  to support  and service the
related  annuity in force block of business  and to market,  support and service
new business. However, there can be no assurance that this contract modification
will not adversely  impact the Company's  ability to distribute  Putnam  related
products.

OTHER

For  further  information  on  other  contingencies,  see  Note 15 of  Notes  to
Consolidated Financial Statements.

- --------------------------------------------------------------------------------
EFFECT OF INFLATION
- --------------------------------------------------------------------------------

The rate of  inflation as measured by the change in the average  consumer  price
index has not had a material effect on the revenues or operating  results of The
Hartford during the three most recent fiscal years.


- --------------------------------------------------------------------------------
ACCOUNTING STANDARDS
- --------------------------------------------------------------------------------

For a discussion of accounting  standards,  see Note 1 of Notes to  Consolidated
Financial Statements.

                                     - 52 -
<PAGE>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  information  required by this item is set forth in the Capital Markets Risk
Management  section of the  Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations and is incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Consolidated Financial Statements and Schedules elsewhere herein.

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE HARTFORD

Certain of the information  called for by Item 10 is set forth in the definitive
proxy  statement  for the  2002  annual  meeting  of  shareholders  (the  "Proxy
Statement")  filed or to be  filed  by The  Hartford  with  the  Securities  and
Exchange  Commission  within  120 days  after  the end of the last  fiscal  year
covered by this Form 10-K under the caption  "Item 1.  Election  of  Directors -
Directors and Nominees" and "Stock  Ownership of Directors,  Executive  Officers
and Certain  Shareholders  -  Compliance  with Section  16(a) of the  Securities
Exchange  Act of 1934"  and is  incorporated  herein  by  reference.  Additional
information  required by Item 10 regarding The Hartford's  executive officers is
set forth in Item 1 of this Form 10-K under the caption  "Executive  Officers of
The Hartford" and is incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

The information  called for by Item 11 is set forth in the Proxy Statement under
the captions  "Compensation  of Executive  Officers" and "The Board of Directors
and its  Committees - Directors'  Compensation"  and is  incorporated  herein by
reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information  called for by Item 12 is set forth in the Proxy Statement under
the caption  "Stock  Ownership  of  Directors,  Executive  Officers  and Certain
Shareholders" and is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information  called for by Item 13 is set forth in the Proxy Statement under
the caption "Certain Relationships and Related Transactions" and is incorporated
herein by reference.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a)   Documents filed as a part of this report:
      1.    CONSOLIDATED   FINANCIAL  STATEMENTS.   See  Index  to  Consolidated
            Financial Statements elsewhere herein.
      2.    CONSOLIDATED   FINANCIAL   STATEMENT   SCHEDULES.   See   Index   to
            Consolidated Financial Statement Schedules elsewhere herein.
      3.    EXHIBITS. See Exhibit Index elsewhere herein.
(b)   Reports on Form 8-K - The  Hartford has filed 3 reports on Form 8-K during
      the quarter ended December 31, 2001.
(c)   See Item 14(a)(3).
(d)   See Item 14(a)(2).

Shareholders may receive, without charge, a copy of the documents filed with the
Securities  and Exchange  Commission  as exhibits to this report by submitting a
written request to the Investor  Relations  Department at the following address:
The Hartford  Financial  Services Group,  Inc. 690 Asylum Avenue,  Hartford,  CT
06115 or by calling (888) 322-8444.

                                     - 53 -
<PAGE>
            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES



                                                                         Page(s)
Report of Management                                                      F-1
Report of Independent Public Accountants                                  F-2
Consolidated Statements of Income for the three years
  ended December 31, 2001                                                 F-3
Consolidated Balance Sheets as of December 31, 2001 and 2000              F-4
Consolidated Statements of Changes in Stockholders' Equity for
  the three years ended December 31, 2001                                 F-5-6
Consolidated Statements of Cash Flows for the three years ended
  December 31, 2001                                                       F-7
Notes to Consolidated Financial Statements                                F-8-35
Summary of Investments - Other Than Investments in Affiliates             S-1
Condensed Financial Information of The Hartford Financial
  Services Group, Inc.                                                    S-2-3
Supplementary Insurance Information                                       S-4
Reinsurance                                                               S-5
Valuation and Qualifying Accounts                                         S-6
Supplemental Information Concerning Property and Casualty
  Insurance Operations                                                    S-6


                              REPORT OF MANAGEMENT


The  management  of  The  Hartford   Financial  Services  Group,  Inc.  and  its
subsidiaries  ("The  Hartford") is responsible for the preparation and integrity
of information contained in the accompanying  consolidated  financial statements
and other sections of the Annual Report.  The financial  statements are prepared
in accordance with accounting principles generally accepted in the United States
and, where  necessary,  include amounts that are based on management's  informed
judgments and estimates. Management believes these statements present fairly The
Hartford's  financial  position  and results of  operations,  and that any other
information  contained in the Annual  Report is  consistent  with the  financial
statements.

Management has made available The Hartford's  financial records and related data
to Arthur Andersen LLP,  independent  public  accountants,  in order for them to
perform an audit of The  Hartford's  consolidated  financial  statements.  Their
report appears on page F-2.

An essential element in meeting management's  financial  responsibilities is The
Hartford's system of internal controls. These controls, which include accounting
controls and the internal auditing program,  are designed to provide  reasonable
assurance that assets are safeguarded, and transactions are properly authorized,
executed and recorded.  The controls,  which are documented and  communicated to
employees in the form of written  codes of conduct and policies and  procedures,
provide for careful  selection  of  personnel  and for  appropriate  division of
responsibility.  Management  continually  monitors  for  compliance,  while  The
Hartford's  internal  auditors  independently  assess the  effectiveness  of the
controls and make  recommendations  for improvement.  Also,  Arthur Andersen LLP
took  into   consideration   The  Hartford's  system  of  internal  controls  in
determining the nature, timing and extent of their audit tests.

Another important element is management's  recognition of its responsibility for
fostering  a strong,  ethical  climate,  thereby  ensuring  that The  Hartford's
affairs are  transacted  according  to the  highest  standards  of personal  and
professional  conduct. The Hartford has a long-standing  reputation of integrity
in business  conduct and  utilizes  communication  and  education  to create and
fortify a strong compliance culture.

The Audit  Committee  of the Board of  Directors  of The  Hartford,  composed of
independent  directors,  meets  periodically  with  the  external  and  internal
auditors to evaluate the  effectiveness of work performed by them in discharging
their  respective  responsibilities  and to ensure their  independence  and free
access to the Committee.


                                       F-1
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.:

We have audited the  accompanying  Consolidated  Balance  Sheets of The Hartford
Financial Services Group, Inc. (a Delaware  corporation) and its subsidiaries as
of  December  31,  2001 and 2000,  and the related  Consolidated  Statements  of
Income,  Changes  in  Stockholders'  Equity and Cash Flows for each of the three
years in the period  ended  December  31,  2001.  These  consolidated  financial
statements  and the schedules  referred to below are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements and the schedules based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position  of The  Hartford
Financial  Services Group, Inc. and its subsidiaries as of December 31, 2001 and
2000,  and the results of their  operations and their cash flows for each of the
three years in the period ended December 31, 2001 in conformity  with accounting
principles generally accepted in the United States.

As  explained in Note 1(b) to the  financial  statements,  effective  January 1,
2001, the Company  changed its method of accounting for  derivatives and hedging
activities.  Effective  April  1,  2001,  the  Company  changed  its  method  of
accounting for  recognition  of interest  income and impairment on purchased and
retained beneficial interests in securitized financial assets.

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



                                                             ARTHUR ANDERSEN LLP

Hartford, Connecticut
January 28, 2002

                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                            THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                 CONSOLIDATED STATEMENTS OF INCOME



                                                                                      For the years ended December 31,
                                                                           -----------------------------------------------------
(IN MILLIONS, EXCEPT FOR PER SHARE DATA)                                          2001                2000                 1999
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                 <C>                  <C>
REVENUES
  Earned premiums                                                          $     9,409         $     8,941          $     8,342
  Fee income                                                                     2,633               2,484                2,105
  Net investment income                                                          2,850               2,674                2,627
  Other revenue                                                                    491                 459                  420
  Net realized capital gains (losses)                                             (236)                145                   34
- --------------------------------------------------------------------------------------------------------------------------------
         TOTAL REVENUES                                                         15,147              14,703               13,528
         -----------------------------------------------------------------------------------------------------------------------
BENEFITS, CLAIMS AND EXPENSES
  Benefits, claims and claim adjustment expenses                                 9,764               8,419                7,902
  Amortization of deferred policy acquisition costs and present value
    of future profits                                                            2,214               2,213                2,011
  Insurance operating costs and expenses                                         2,037               1,958                1,779
  Goodwill amortization                                                             60                  28                   10
  Other expenses                                                                   718                 667                  591
- --------------------------------------------------------------------------------------------------------------------------------
         TOTAL BENEFITS, CLAIMS AND EXPENSES                                    14,793              13,285               12,293
         -----------------------------------------------------------------------------------------------------------------------
         INCOME BEFORE INCOME TAXES,  MINORITY INTEREST,
          EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF ACCOUNTING
          CHANGES                                                                  354               1,418                1,235
Income tax expense (benefit)                                                      (195)                390                  287
- --------------------------------------------------------------------------------------------------------------------------------
         INCOME BEFORE MINORITY INTEREST, EXTRAORDINARY ITEM AND
          CUMULATIVE EFFECT OF ACCOUNTING CHANGES                                  549               1,028                  948
Minority interest in consolidated subsidiary                                        --                 (54)                 (86)
Extraordinary loss from early retirement of debt, net of tax                        (8)                 --                   --
Cumulative effect of accounting changes, net of tax                                (34)                 --                   --
- --------------------------------------------------------------------------------------------------------------------------------
         NET INCOME                                                        $       507           $     974           $      862
         =======================================================================================================================
BASIC EARNINGS PER SHARE
  Income before extraordinary item and cumulative effect of
    accounting changes                                                     $      2.31           $    4.42           $     3.83
  Extraordinary loss from early retirement of debt, net of tax                   (0.04)                 --                   --
  Cumulative effect of accounting changes, net of tax                            (0.14)                 --                   --
- --------------------------------------------------------------------------------------------------------------------------------
     NET INCOME                                                            $      2.13           $    4.42           $     3.83

DILUTED EARNINGS PER SHARE
  Income before extraordinary item and cumulative effect of
    accounting changes                                                     $      2.27           $    4.34           $     3.79
  Extraordinary loss from early retirement of debt, net of tax                   (0.03)                 --                   --
  Cumulative effect of accounting changes, net of tax                            (0.14)                 --                   --
- --------------------------------------------------------------------------------------------------------------------------------
     NET INCOME                                                            $      2.10           $    4.34           $     3.79
- --------------------------------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding                                       237.7               220.6                224.9
Weighted average common shares outstanding and dilutive potential
  common shares                                                                  241.4               224.4                227.5
- --------------------------------------------------------------------------------------------------------------------------------
Cash dividends declared per share                                          $      1.01           $    0.97           $     0.92
================================================================================================================================
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       F-3
<PAGE>

<TABLE>
<CAPTION>
                                            THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                    CONSOLIDATED BALANCE SHEETS

                                                                                                      As of December 31,
                                                                                                    -----------------------
(In millions, except for share data)                                                                   2001         2000
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>          <C>
 ASSETS
   Investments
   -----------
   Fixed maturities, available for sale, at fair value (amortized cost of $39,154
     and $33,856)                                                                                   $  40,046    $  34,492
   Equity securities, available for sale, at fair value (cost of $1,289 and $921)                       1,349        1,056
   Policy loans, at outstanding balance                                                                 3,317        3,610
   Other investments                                                                                    1,977        1,511
- ---------------------------------------------------------------------------------------------------------------------------
      Total investments                                                                                46,689       40,669
   Cash                                                                                                   353          227
   Premiums receivable and agents' balances                                                             2,432        2,295
   Reinsurance recoverables                                                                             5,162        4,579
   Deferred policy acquisition costs and present value of future profits                                6,420        5,305
   Deferred income tax                                                                                    693          682
   Goodwill                                                                                             1,694        1,202
   Other assets                                                                                         3,075        2,519
   Separate account assets                                                                            114,720      114,054
- ---------------------------------------------------------------------------------------------------------------------------
            TOTAL ASSETS                                                                            $ 181,238    $ 171,532
            ===============================================================================================================

 LIABILITIES
   Future policy benefits, unpaid claims and claim adjustment expenses
      Property and casualty                                                                         $  16,678    $  15,874
      Life                                                                                              8,819        7,105
   Other policyholder funds and benefits payable                                                       19,355       15,848
   Unearned premiums                                                                                    3,436        3,093
   Short-term debt                                                                                        599          235
   Long-term debt                                                                                       1,965        1,862
   Company obligated mandatorily redeemable preferred securities of subsidiary
     trusts holding solely junior subordinated debentures                                               1,412        1,243
   Other liabilities                                                                                    5,241        4,754
   Separate account liabilities                                                                       114,720      114,054
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                      172,225      164,068

 COMMITMENTS AND CONTINGENCIES, NOTE 15


 STOCKHOLDERS' EQUITY
   Common stock - authorized 400,000,000, issued 248,477,367 and 238,645,675
    shares, par value $0.01                                                                                 2            2
   Additional paid-in capital                                                                           2,362        1,686
   Retained earnings                                                                                    6,152        5,887
   Treasury stock, at cost - 2,941,340 and 12,355,414 shares                                              (37)        (480)
   Accumulated other comprehensive income                                                                 534          369
- ---------------------------------------------------------------------------------------------------------------------------
            TOTAL STOCKHOLDERS' EQUITY                                                                  9,013        7,464
            ---------------------------------------------------------------------------------------------------------------
            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                              $ 181,238    $ 171,532
            ===============================================================================================================
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       F-4
<PAGE>


<TABLE>
<CAPTION>
                                            THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2001
                                                                    Accumulated Other Comprehensive Income (Loss)
                                                                    ---------------------------------------------
                                         Common                      Unrealized Net Gain on              Minimum
                                         Stock/                         Gain    Cash-Flow                 Pension       Outstanding
                                       Additional          Treasury (Loss) on    Hedging    Cumulative   Liability          Shares
                                         Paid-in  Retained   Stock  Securities, Instruments Translation Adjustment,          (In
(In millions)                            Capital  Earnings  at Cost  net of tax  net of tax Adjustments net of tax  Total thousands)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>       <C>         <C>       <C>        <C>        <C>        <C>      <C>      <C>
BALANCE, BEGINNING OF YEAR                $1,688    $5,887     $(480)     $497       $--        $(113)     $(15)    $7,464  226,290
Comprehensive income
   Net income                                          507                                                             507
   Other comprehensive income
   (loss), net of tax [1]
    Cumulative effect of accounting
     change [2]                                                             (1)       24                                23
    Unrealized gain on securities [3]                                      110                                         110
    Cumulative translation
     adjustments                                                                                   (3)                  (3)
    Net gain on cash-flow hedging
     instruments [4]                                                                  39                                39
    Minimum pension liability
     adjustment                                                                                              (4)        (4)
                                                                                                                      -----
   Total other comprehensive income                                                                                    165
                                                                                                                      -----
     Total comprehensive income                                                                                        672
                                                                                                                      =====
Issuance of shares under incentive
  and stock purchase plans                    93                   4                                                    97    2,331
Issuance of common stock in
  underwritten offering                      569                 446                                                 1,015   17,042
Tax benefit on employee stock
  options and awards                          14                                                                        14
Treasury stock acquired                                           (7)                                                   (7)    (127)
Dividends declared on common stock                    (242)                                                           (242)
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, END OF YEAR                      $2,364    $6,152      $(37)     $606       $63        $(116)     $(19)    $9,013  245,536
====================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>

FOR THE YEAR ENDED DECEMBER 31, 2000


                                                                             Accumulated Other Comprehensive
                                                                                    Income (Loss)
                                                                         -------------------------------------
                                            Common                        Unrealized               Minimum
                                            Stock/                           Gain                  Pension               Outstanding
                                          Additional            Treasury  (Loss) on   Cumulative   Liability                Shares
                                           Paid-in    Retained    Stock   Securities, Translation Adjustment,               (In
(In millions)                              Capital    Earnings   at Cost   net of tax Adjustments  net of tax     Total   thousands)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>         <C>        <C>          <C>          <C>          <C>     <C>       <C>
BALANCE, BEGINNING OF YEAR                  $1,553      $5,127     $(942)       $(198)       $(63)        $(11)   $5,466    217,226
Comprehensive income
  Net income                                               974                                                       974
  Other comprehensive income (loss),
   net of tax [1]
    Unrealized gain on securities [3]                                             695                                695
    Cumulative translation adjustments                                                        (50)                   (50)
    Minimum pension liability
     adjustment                                                                                             (4)       (4)
                                                                                                                  -------
  Total other comprehensive income                                                                                   641
                                                                                                                  -------
    Total comprehensive income                                                                                     1,615
                                                                                                                  =======
Issuance of shares under incentive and
  stock purchase plans                         (51)                  212                                             161      4,460
Issuance of common stock from treasury          56                   342                                             398      7,250
Conversion of Hartford Life, Inc.
  employee stock options and
  restricted shares                             84                     8                                              92        186
Tax benefit on employee stock options
  and awards                                    46                                                                    46
Treasury stock acquired                                             (100)                                           (100)    (2,832)
Dividends declared on common stock                        (214)                                                     (214)
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, END OF YEAR                        $1,688      $5,887     $(480)        $497       $(113)        $(15)   $7,464    226,290
====================================================================================================================================
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       F-5
<PAGE>



<TABLE>
<CAPTION>
                                            THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


FOR THE YEAR ENDED DECEMBER 31, 1999

                                                                             Accumulated Other Comprehensive
                                                                                    Income (Loss)
                                                                         -------------------------------------
                                            Common                        Unrealized               Minimum
                                            Stock/                           Gain                  Pension               Outstanding
                                          Additional            Treasury  (Loss) on   Cumulative   Liability                Shares
                                           Paid-in    Retained    Stock   Securities, Translation Adjustment,               (In
(In millions)                              Capital    Earnings   at Cost   net of tax Adjustments  net of tax     Total   thousands)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>         <C>        <C>           <C>       <C>          <C>       <C>       <C>
BALANCE, BEGINNING OF YEAR                  $1,593      $4,474     $(455)        $811      $   --       $   --    $6,423    227,395
Comprehensive income
  Net income                                               862                                                       862
  Other comprehensive income (loss),
   net of tax [1]
    Unrealized gain (loss) on
     securities [3]                                                            (1,009)                            (1,009)
    Cumulative translation adjustments                                                        (63)                   (63)
    Minimum pension liability
     adjustment                                                                                            (11)      (11)
                                                                                                                  -------
  Total other comprehensive income
   (loss)                                                                                                         (1,083)
                                                                                                                  -------
    Total comprehensive income (loss)                                                                               (221)
                                                                                                                  =======
Issuance of shares under incentive and
  stock purchase plans                         (54)                  106                                              52      2,109
Tax benefit on employee stock options
  and awards                                    17                                                                    17
Treasury stock acquired                         (3)                 (593)                                           (596)   (12,278)
Dividends declared on common stock                        (209)                                                     (209)
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, END OF YEAR                        $1,553      $5,127     $(942)       $(198)       $(63)        $(11)   $5,466    217,226
====================================================================================================================================
<FN>
[1]   Unrealized gain (loss) on securities is net of tax of $60, $370 and $(546)
      for the years ended December 31, 2001,  2000 and 1999,  respectively.  Net
      gain on cash-flow  hedging  instruments  is net of tax of $21 for the year
      ended December 31, 2001. There is no tax effect on cumulative  translation
      adjustments.  Minimum pension liability  adjustment is net of tax of $(2),
      $(2) and $(6) for the  years  ended  December  31,  2001,  2000 and  1999,
      respectively.
[2]   Unrealized  gain (loss) on  securities,  net of tax,  includes  cumulative
      effect of accounting  change of $(23) to net income and $24 to net gain on
      cash-flow hedging instruments.
[3]   Net of  reclassification  adjustment  for gains  (losses)  realized in net
      income of $(98), $(57) and $25 for the years ended December 31, 2001, 2000
      and 1999, respectively.
[4]   Net of amortization adjustment of $6 to net investment income.
</FN>
</TABLE>



SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       F-6
<PAGE>

<TABLE>
<CAPTION>

                                            THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                   For the years ended December 31,
(In millions)                                                                          2001        2000        1999
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>         <C>         <C>
OPERATING ACTIVITIES
   Net income                                                                      $    507    $    974    $    862
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY
 OPERATING ACTIVITIES
   Change in receivables, payables and accruals                                         197         126         132
   Change in reinsurance recoverables                                                  (599)        (85)        126
   Amortization of deferred policy acquisition costs                                  2,214       2,213       2,011
   Additions to deferred policy acquisition costs                                    (2,739)     (2,573)     (2,498)
   Change in accrued and deferred income taxes                                         (114)        398         166
   Increase in liabilities for future policy benefits, unpaid claims and claim
     adjustment expenses and unearned premiums                                        2,737       1,130         454
   Minority interest in consolidated subsidiary                                          --          54          86
   Net realized capital (gains) losses                                                  236        (145)        (34)
   Depreciation and amortization                                                         72          63          58
   Cumulative effect of accounting changes, net of tax                                   34          --          --
   Extraordinary item, net of tax                                                         8          --          --
   Other, net                                                                          (250)        280        (409)
- --------------------------------------------------------------------------------------------------------------------
      NET CASH PROVIDED BY OPERATING ACTIVITIES                                       2,303       2,435         954
====================================================================================================================
INVESTING ACTIVITIES
   Purchase of investments                                                          (16,871)    (15,104)    (13,172)
   Sale of investments                                                                9,850      11,985      13,525
   Maturity of investments                                                            2,760       2,001       2,098
   Purchase of business/affiliate                                                    (1,105)     (1,391)        (52)
   Sale of affiliates                                                                    39         545          --
   Additions to property, plant and equipment                                          (209)       (200)       (183)
- --------------------------------------------------------------------------------------------------------------------
      NET CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES                           (5,536)     (2,164)      2,216
====================================================================================================================
FINANCING ACTIVITIES
   Short-term debt, net                                                                 264           4          --
   Issuance of long-term debt                                                           400         516          --
   Issuance of trust preferred securities                                               684          --          --
   Repayment of long-term debt                                                         (200)         --          --
   Repayment of trust preferred securities                                             (500)         --          --
   Issuance of common stock                                                           1,015         398          --
   Net  proceeds  from  (disbursements  for)  investment  and  universal
     life-type contracts charged against policyholder accounts                        1,867        (947)     (2,356)
   Dividends paid                                                                      (235)       (210)       (207)
   Acquisition of treasury stock                                                         (7)       (100)       (596)
   Proceeds from issuances of shares under incentive and stock purchase plans            77         131          55
- --------------------------------------------------------------------------------------------------------------------
      NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES                            3,365        (208)     (3,104)
====================================================================================================================
   Foreign exchange rate effect on cash                                                  (6)        (18)         (7)
- --------------------------------------------------------------------------------------------------------------------
   Net increase in cash                                                                 126          45          59
   Cash - beginning of year                                                             227         182         123
- --------------------------------------------------------------------------------------------------------------------
      CASH - END OF YEAR                                                           $    353    $    227    $    182
====================================================================================================================



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
- ------------------------------------------------
NET CASH PAID (RECEIVED) DURING THE YEAR FOR:
   Income taxes                                                                    $    (52)   $     95    $     41
   Interest                                                                        $    282    $    248    $    214
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       F-7
<PAGE>
                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  (DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

1.  SIGNIFICANT ACCOUNTING POLICIES

(A)  BASIS OF PRESENTATION

The Hartford  Financial  Services Group, Inc. and its consolidated  subsidiaries
("The Hartford" or the "Company") provide investment products, life and property
and casualty insurance to both individual and commercial customers in the United
States and internationally.

On April 2, 2001,  The Hartford  acquired the U.S.  individual  life  insurance,
annuity  and mutual  fund  businesses  of  Fortis,  Inc.  (operating  as "Fortis
Financial Group", or "Fortis").  The acquisition was accounted for as a purchase
transaction  and, as such, the revenues and expenses  generated by this business
from April 2, 2001 forward are included in the Company's Consolidated Statements
of Income. (For further discussion of the Fortis Acquisition, see Note 18(a).)

On December 22, 2000, The Hartford  completed the sale of its  Netherlands-based
Zwolsche  Algemeene  N.V.  ("Zwolsche")  subsidiary to  Assurances  Generales de
France, a subsidiary of Allianz AG. For purposes of these financial  statements,
Zwolsche's  operating  results  are  included  in  The  Hartford's  Consolidated
Statements of Income through the date of sale.

On June 27,  2000,  The  Hartford  acquired  all of the  outstanding  shares  of
Hartford Life, Inc. ("HLI") that it did not already own ("The HLI  Repurchase").
The accompanying consolidated financial statements reflect the minority interest
in HLI of  approximately  19%  prior to the  acquisition  date.  (For a  further
discussion of The HLI Repurchase, see Note 16.)

The  consolidated  financial  statements  have  been  prepared  on the  basis of
accounting  principles  generally  accepted in the United  States  which  differ
materially  from the  accounting  prescribed  by  various  insurance  regulatory
authorities.  All material  intercompany  transactions  and balances between The
Hartford, its subsidiaries and affiliates have been eliminated.

The  preparation  of  financial   statements,   in  conformity  with  accounting
principles generally accepted in the United States,  requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

The most significant estimates include those used in determining deferred policy
acquisition  costs, the liability for future policy benefits,  unpaid claims and
claim adjustment  expenses and investment  values.  Although some variability is
inherent  in these  estimates,  management  believes  the amounts  provided  are
adequate.

Certain  reclassifications have been made to prior year financial information to
conform to the current year classification of transactions and accounts.

(B)  ADOPTION OF NEW ACCOUNTING STANDARDS

Effective  September  2001,  the  Company  adopted  Emerging  Issues  Task Force
("EITF")  Issue 01-10,  "Accounting  for the Impact of the Terrorist  Attacks of
September 11,  2001".  Under the  consensus,  costs related to the terrorist act
should be reported as part of income from  continuing  operations  and not as an
extraordinary  item.  The Company has  recognized  and classified all direct and
indirect costs associated with the attack of September 11 in accordance with the
consensus.  (For  discussion of the impact of the September 11 terrorist  attack
("September 11"), see Note 2.)

Effective April 1, 2001, the Company  adopted EITF Issue 99-20,  "Recognition of
Interest Income and Impairment on Purchased and Retained Beneficial Interests in
Securitized  Financial  Assets".  Under  the  consensus,  investors  in  certain
asset-backed  securities are required to record changes in their estimated yield
on a  prospective  basis and to  evaluate  these  securities  for an other  than
temporary  decline in value. If the fair value of the asset-backed  security has
declined  below its carrying  amount and the decline is  determined  to be other
than  temporary,  the security is written down to fair value.  Upon  adoption of
EITF Issue 99-20,  the Company  recorded an $11 charge in net income as a net of
tax cumulative effect of accounting change.

Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133,  "Accounting for Derivative  Instruments and Hedging
Activities",  as amended by SFAS Nos. 137 and 138. The standard requires,  among
other  things,  that all  derivatives  be carried on the  balance  sheet at fair
value.  The standard also  specifies  hedge  accounting  criteria  under which a
derivative  can  qualify  for special  accounting.  In order to receive  special
accounting, the derivative instrument must qualify as a hedge of either the fair
value or the variability of the cash flow of a qualified asset or liability,  or
forecasted  transaction.  Special  accounting for qualifying hedges provides for
matching the timing of gain or loss  recognition on the hedging  instrument with
the  recognition of the  corresponding  changes in value of the hedged item. The
Company's  policy  prior to  adopting  SFAS No. 133 was to carry its  derivative
instruments on the balance sheet in a manner similar to the hedged item(s).

Upon  adoption of SFAS No. 133, the Company  recorded a $23 charge in net income
as a  net  of  tax  cumulative  effect  of  accounting  change.  The  transition
adjustment was primarily  comprised of gains and losses on derivatives  that had
been  previously  deferred and not adjusted to the carrying amount of the hedged
item.  Also included in the transition  adjustment were gains and losses related
to recognizing at fair value all  derivatives  that are designated as fair-value
hedging  instruments  offset by the difference  between the book values and fair
values of related  hedged items  attributable  to the hedged  risks.  The entire
transition  amount was previously  recorded in Accumulated  Other  Comprehensive
Income ("OCI") - Unrealized  Gain/Loss on Securities in accordance with SFAS No.
115.  Gains  and  losses  on  derivatives  that  were  previously   deferred  as
adjustments  to the  carrying  amount of hedged  items were not  affected by the
implementation of SFAS No. 133.

                                       F-8
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(B)  ADOPTION OF NEW ACCOUNTING STANDARDS (CONTINUED)

Upon adoption, the Company also reclassified $24, net of tax, to Accumulated OCI
- - Gain on  Cash-Flow  Hedging  Instruments  from  Accumulated  OCI -  Unrealized
Gain/Loss on Securities.  This reclassification reflects the January 1, 2001 net
unrealized  gain for all  derivatives  that are designated as cash-flow  hedging
instruments.   (For  further  discussion  of  the  Company's  derivative-related
accounting policies, see Note 1(e).)

In September 2000, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 140,  "Accounting  for  Transfers  and  Servicing  of  Financial  Assets and
Extinguishments  of Liabilities - a Replacement of FASB Statement No. 125". SFAS
No. 140  revises the  accounting  for  securitizations,  other  financial  asset
transfers and collateral arrangements.  SFAS No. 140 was effective for transfers
and servicing of financial assets and  extinguishments of liabilities  occurring
after March 31, 2001.  For  recognition  and  disclosure of  collateral  and for
additional disclosures related to securitization transactions,  SFAS No. 140 was
effective for the Company's December 31, 2000 financial statements.  Adoption of
SFAS No. 140 did not have a material impact on the Company's financial condition
or results of operations.

In March 2000, the FASB issued  Interpretation  No. 44,  "Accounting for Certain
Transactions  Involving  Stock  Compensation - an  Interpretation  of Accounting
Principles  Board  ("APB")  Opinion No. 25" ("FIN  44").  FIN 44  clarifies  the
application  of APB Opinion No. 25 regarding  the  definition  of employee,  the
criteria for determining a non-compensatory  plan, the accounting for changes to
the terms of a previously  fixed stock option or award,  the  accounting  for an
exchange of stock compensation awards in a business combination, and other stock
compensation  related issues. FIN 44 became effective July 1, 2000, with respect
to new  awards,  modifications  to  outstanding  awards,  and changes in grantee
status that occur on or after that date.  The  adoption of FIN 44 did not have a
material impact on the Company's financial condition or results of operations.

Effective  January 1, 2000, The Hartford  adopted  Statement of Position ("SOP")
No. 98-7,  "Accounting  for  Insurance  and  Reinsurance  Contracts  That Do Not
Transfer Insurance Risk". This SOP provides guidance on the method of accounting
for insurance and  reinsurance  contracts that do not transfer  insurance  risk,
defined in the SOP as the  deposit  method.  Adoption of this SOP did not have a
material impact on the Company's financial condition or results of operations.

In December 1999, the staff of the  Securities and Exchange  Commission  ("SEC")
issued Staff  Accounting  Bulletin No. 101,  "Revenue  Recognition  in Financial
Statements"  ("SAB 101").  SAB 101 provides that if registrants have not applied
the  accounting  therein,  they should  implement the SAB and report a change in
accounting principle. SAB 101, as subsequently amended, became effective for the
Company in the fourth  quarter of 2000.  The  adoption of SAB 101 did not have a
material impact on the Company's financial condition or results of operations.

Effective  January 1, 1999, The Hartford  adopted SOP No. 98-1,  "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use". This SOP
provides  guidance on  accounting  for costs of  internal  use  software  and in
determining  whether  software is for internal use. The SOP defines internal use
software as software that is acquired,  internally developed, or modified solely
to meet  internal  needs and  identifies  stages  of  software  development  and
accounting  for the related costs incurred  during the stages.  Adoption of this
SOP did not have a  material  impact on the  Company's  financial  condition  or
results of operations.

Effective  January 1, 1999,  The Hartford  adopted SOP No. 97-3,  "Accounting by
Insurance and Other  Enterprises for  Insurance-Related  Assessments".  This SOP
addresses  accounting by insurance and other enterprises for assessments related
to insurance  activities  including  recognition,  measurement and disclosure of
guaranty fund or other assessments. Adoption of this SOP did not have a material
impact on the Company's financial condition or results of operations.

The  Hartford's  cash flows  were not  impacted  by  adopting  these  changes in
accounting principles.

(C)  FUTURE ADOPTION OF NEW ACCOUNTING STANDARDS

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 establishes an accounting model for
long-lived assets to be disposed of by sale by requiring those long-lived assets
be  measured  at the lower of  carrying  amount or fair value less cost to sell,
whether  reported in continuing  operations or in discontinued  operations.  The
provisions of Statement 144 are  effective for financial  statements  issued for
fiscal years  beginning  after December 15, 2001.  Adoption of SFAS No. 144 will
not have a material  impact on the Company's  financial  condition or results of
operations.

In June 2001, the FASB issued SFAS No. 141,  "Business  Combinations".  SFAS No.
141  eliminates  the  pooling-of-interests  method of  accounting  for  business
combinations  requiring all business  combinations to be accounted for under the
purchase  method.  Accordingly,  net assets  acquired are recorded at fair value
with any excess of cost over net assets assigned to goodwill.

SFAS No. 141 also requires that certain intangible assets acquired in a business
combination be recognized  apart from  goodwill.  The provisions of SFAS No. 141
apply to all business  combinations  initiated  after June 30, 2001.  Use of the
pooling-of-interests  method of accounting for those transactions is prohibited.
Adoption  of SFAS  No.  141 will not have a  material  impact  on the  Company's
financial condition or results of operations.

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets". Under SFAS No. 142, amortization of goodwill is precluded; however, its
fair  value  is  periodically  (at  least  annually)  reviewed  and  tested  for
impairment.  Goodwill  must be tested for  impairment  in the year of  adoption,
including  an initial  test  performed  within six  months of  adoption.  If the
initial test indicates a potential impairment,  then a more detailed analysis to
determine the extent of  impairment  must be completed by the end of the year of
adoption.
                                       F-9
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(C) FUTURE ADOPTION OF NEW ACCOUNTING STANDARDS (CONTINUED)

SFAS No. 142 requires that useful lives for  intangibles  other than goodwill be
reassessed  and  remaining  amortization  periods be adjusted  accordingly.  The
reassessment must be completed prior to the end of the first quarter of 2002.

All  provisions  of SFAS No.  142 will be applied  beginning  January 1, 2002 to
goodwill  and  other  intangible  assets.  Goodwill  amortization  totaled  $52,
after-tax,  in  2001.  Application  of the  non-amortization  provisions  of the
statement is expected to result in an increase in net income of $56,  after-tax,
in 2002.  The  Company  is in the  process of  assessing  the  impacts  from the
implementation of the other provisions of SFAS No. 142.

(D)  INVESTMENTS

The  Hartford's  investments  in both fixed  maturities,  which  include  bonds,
redeemable  preferred stock and commercial paper, and equity  securities,  which
include common and non-redeemable preferred stocks, are classified as "available
for sale" in accordance with SFAS No. 115,  "Accounting for Certain  Investments
in Debt and Equity  Securities".  Accordingly,  these  securities are carried at
fair value with the  after-tax  difference  from  amortized  cost  reflected  in
stockholders'  equity as a component of accumulated other comprehensive  income.
Policy loans are carried at outstanding  balance which  approximates fair value.
Other investments consist primarily of limited partnership investments which are
accounted for by the equity  method,  except in instances in which the Company's
interest is so minor that it exercises virtually no influence over operating and
financial  policies.  In such instances,  the Company applies the cost method of
accounting.  The  Company's  net income  from  partnerships  is  included in net
investment  income.  Other  investments also include mortgage loans at amortized
cost and derivatives at fair value.

Net realized capital gains and losses on security  transactions  associated with
the  Company's  immediate  participation  guaranteed  contracts are recorded and
offset by amounts owed to policyholders and were $(1), $(9) and $2 for the years
ended  December 31, 2001,  2000 and 1999,  respectively.  Under the terms of the
contracts,  the net  realized  capital  gains and  losses  will be  credited  to
policyholders in future years as they are entitled to receive them. Net realized
capital gains and losses,  after  deducting the life and pension  policyholders'
share,  are reported as a component of revenues and are determined on a specific
identification basis.

The Company's  accounting policy for impairment  recognition requires other than
temporary  impairment  charges to be  recorded  when it is  determined  that the
Company is unable to recover its cost basis in an investment. Impairment charges
on investments  are included in net realized  capital gains and losses.  Factors
considered  in  evaluating  whether a decline in value is other  than  temporary
include:  (a) the length of time and the extent to which the fair value has been
less than cost,  (b) the financial  conditions  and  near-term  prospects of the
issuer,  and (c) the intent and ability of the Company to retain the  investment
for a period  of time  sufficient  to allow  for any  anticipated  recovery.  In
addition, for securities expected to be sold, an other than temporary impairment
charge is recognized if the Company does not expect the fair value of a security
to recover to cost or amortized cost prior to the expected date of sale. Once an
impairment  charge has been  recorded,  the Company then continues to review the
other than  temporarily  impaired  securities  for  appropriate  valuation on an
ongoing basis.

(E)  DERIVATIVE INSTRUMENTS

Overview
- --------
The Company utilizes a variety of derivative instruments, including swaps, caps,
floors,  forwards and exchange  traded futures and options,  in order to achieve
one of three Company  approved  objectives:  to hedge risk arising from interest
rate, price or currency  exchange rate volatility;  to manage  liquidity;  or to
control transaction costs. The Company is considered an "end-user" of derivative
instruments and as such does not make a market or trade in these instruments for
the express purpose of earning trading profits. (For a description of derivative
instruments  utilized by the Company,  see the Capital  Markets Risk  Management
section of  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations ("MD&A") under Derivative Instruments.)

Accounting and Financial  Statement  Presentation of Derivative  Instruments and
- --------------------------------------------------------------------------------
Hedging Activities
- ------------------

Effective  January 1, 2001, and in accordance with SFAS No. 133, all derivatives
are  recognized  on the  balance  sheet at  their  fair  value.  On the date the
derivative  contract is entered into,  the Company  designates the derivative as
(1) a hedge of the fair value of a recognized  asset or liability  ("fair value"
hedge),  (2) a hedge of a forecasted  transaction or of the  variability of cash
flows to be received or paid related to a recognized  asset or liability  ("cash
flow"  hedge),   (3)  a   foreign-currency,   fair  value  or  cash-flow   hedge
("foreign-currency"  hedge),  (4) a  hedge  of a  net  investment  in a  foreign
operation,  or (5) held for other risk  management  activities,  which primarily
involve managing asset or liability related risks which do not qualify for hedge
accounting under SFAS No. 133. Changes in the fair value of a derivative that is
designated and qualifies as a fair-value  hedge,  along with the gain or loss on
the hedged  asset or liability  that is  attributable  to the hedged  risk,  are
recorded in current  period  earnings as net realized  capital gains and losses.
Changes in the fair value of a derivative  that is designated and qualifies as a
cash-flow  hedge are recorded in OCI and are  reclassified  into  earnings  when
earnings  are impacted by the  variability  of the cash flow of the hedged item.
Changes in the fair value of  derivatives  that are  designated  and  qualify as
foreign-currency  hedges are recorded in either current period  earnings or OCI,
depending on whether the hedge  transaction is a fair value hedge or a cash-flow
hedge.  If,  however,  a derivative is used as a hedge of a net  investment in a
foreign  operation,  its changes in fair  value,  to the extent  effective  as a
hedge,  are recorded in the cumulative  translation  adjustments  account within
stockholders' equity.  Changes in the fair value of derivative  instruments held
for other risk  management  purposes are reported in current period  earnings as
net realized capital gains and losses.

                                      F-10
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(E)  DERIVATIVE INSTRUMENTS (CONTINUED)

Accounting and Financial  Statement  Presentation of Derivative  Instruments and
- --------------------------------------------------------------------------------
Hedging Activities (continued)
- ------------------------------

As of December 31, 2001, the Company carried $138 of derivative  assets in other
investments and $208 of derivative liabilities in other liabilities.

Hedge Documentation and Effectiveness Testing
- ---------------------------------------------

At hedge inception,  the Company formally  documents all  relationships  between
hedging instruments and hedged items, as well as its  risk-management  objective
and strategy for  undertaking  each hedge  transaction.  In connection  with the
implementation  of SFAS No. 133, the Company  designated anew all existing hedge
relationships.  The documentation  process includes linking all derivatives that
are designated as fair value, cash flow or  foreign-currency  hedges to specific
assets  and  liabilities  on  the  balance  sheet  or  to  specific   forecasted
transactions.  The Company also formally assesses, both at the hedge's inception
and on an  ongoing  basis,  whether  the  derivatives  that are used in  hedging
transactions are highly  effective in offsetting  changes in fair values or cash
flows of hedged items.  At inception,  and on a quarterly  basis,  the change in
value of the hedging  instrument  and the change in value of the hedged item are
measured to assess the validity of maintaining special hedge accounting. Hedging
relationships  are considered  highly effective if the changes in the fair value
or discounted cash flows of the hedging instrument are within a ratio of 80-120%
of the inverse  changes in the fair value or discounted cash flows of the hedged
item. High  effectiveness  is calculated using a cumulative  approach.  If it is
determined  that a derivative  is no longer  highly  effective  as a hedge,  the
Company  discontinues hedge accounting  prospectively,  as discussed below under
discontinuance of hedge accounting.

Credit Risk
- -----------
The Company's derivatives  counterparty exposure policy establishes market-based
credit limits,  favors long-term financial stability and  creditworthiness,  and
typically requires credit  enhancement/credit risk reducing agreements. By using
derivative instruments,  the Company is exposed to credit risk which is measured
as the  amount  owed to the  Company  based on  current  market  conditions  and
potential payment obligations  between the Company and its counterparties.  When
the fair value of a derivative  contract is positive,  this  indicates  that the
counterparty  owes the Company,  and,  therefore,  exposes the Company to credit
risk.  Credit  exposures  are  generally   quantified  weekly  and  netted,  and
collateral is pledged to and held by, or on behalf of, the Company to the extent
the current value of derivatives exceeds exposure policy thresholds. The Company
also  minimizes  the credit risk in  derivative  instruments  by  entering  into
transactions with high quality  counterparties that are reviewed periodically by
the Company's internal compliance unit, reviewed frequently by senior management
and reported to the Company's  Finance  Committee.  The Company also maintains a
policy  of  requiring   that  all   derivative   contracts  be  governed  by  an
International  Swaps  and  Derivatives  Association  Master  Agreement  which is
structured by legal entity and by counterparty and permits right of offset.

Embedded Derivatives
- --------------------
The Company occasionally  purchases or issues financial instruments that contain
a derivative instrument that is embedded in the financial instrument. When it is
determined that (1) the embedded derivative  possesses economic  characteristics
that are not clearly and closely related to the economic  characteristics of the
host contract,  and (2) a separate  instrument with the same terms would qualify
as a derivative  instrument,  the embedded derivative is separated from the host
contract,  carried at fair value, and designated as a fair value,  cash flow, or
foreign-currency hedge, or as held for other risk management purposes.  However,
in cases where (1) the host contract is measured at fair value,  with changes in
fair value reported in current earnings or (2) the Company is unable to reliably
identify  and  measure  an  embedded  derivative  for  separation  from its host
contract,  the contract is not  designated as a hedging  instrument.  The entire
contract  is carried  on the  balance  sheet at fair value with  changes in fair
value recorded as net realized capital gains and losses.

Discontinuance of Hedge Accounting
- ----------------------------------
The  Company  discontinues  hedge  accounting   prospectively  when  (1)  it  is
determined  that the  derivative  is no longer  highly  effective in  offsetting
changes in the fair value or cash flows of a hedged item;  (2) the derivative is
dedesignated  as a hedge  instrument,  because it is unlikely  that a forecasted
transaction will occur; or (3) the derivative expires or is sold, terminated, or
exercised.  When hedge accounting is discontinued  because it is determined that
the  derivative  no longer  qualifies  as an  effective  fair-value  hedge,  the
derivative  continues  to be  carried at fair  value on the  balance  sheet with
changes in its fair value recognized in current period earnings.  The changes in
the fair  value of the  hedged  asset or  liability  are no longer  recorded  in
earnings.  When hedge  accounting is  discontinued  because the Company  becomes
aware that it is probable  that a  forecasted  transaction  will not occur,  the
derivative  continues to be carried on the balance sheet at its fair value,  and
gains and losses that were  accumulated  in OCI are  recognized  immediately  in
earnings. In all other situations in which hedge accounting is discontinued on a
cash-flow  hedge,  including  those where the derivative is sold,  terminated or
exercised,  amounts previously  deferred in OCI are amortized into earnings when
earnings are impacted by the variability of the cash flow of the hedged item.

SFAS No. 133 Categorization of the Company's Hedging Activities
- ---------------------------------------------------------------
Cash-Flow Hedges

General

For the year ended  December  31,  2001,  the  Company's  gross gains and losses
representing  the total  ineffectiveness  of all  cash-flow  hedges  essentially
offset,  with the net impact reported as net realized  capital gains and losses.
All components of each  derivative's gain or loss are included in the assessment
of hedge effectiveness.

                                      F-11
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(E)  DERIVATIVE INSTRUMENTS (CONTINUED)

SFAS No. 133 Categorization of the Company's Hedging Activities (continued)
- ---------------------------------------------------------------------------

Cash-Flow Hedges (continued)

General (continued)

Gains and  losses on  derivative  contracts  that are  reclassified  from OCI to
current period earnings are included in the line item in the statement of income
in which the hedged item is recorded.  As of December 31, 2001,  $2 of after-tax
deferred net gains on derivative instruments  accumulated in OCI are expected to
be reclassified to earnings during the next twelve months.  This  expectation is
based on the  anticipated  interest  payments  on  hedged  investments  in fixed
maturity  securities that will occur over the next twelve months,  at which time
the Company will  recognize  the deferred net  gains/losses  as an adjustment to
interest  income over the term of the  investment  cash flows.  The maximum term
over which the Company is hedging its exposure to the variability of future cash
flows  (for  all  forecasted   transactions,   excluding  interest  payments  on
variable-rate  debt) is twelve months. As of December 31, 2001, the Company held
$2.6 billion in derivative  notional value related to strategies  categorized as
cash-  flow  hedges.  There  were  no  reclassifications  from  OCI to  earnings
resulting  from the  discontinuance  of cash-flow  hedges  during the year ended
December 31, 2001.

Specific Strategies

The Company's primary use of cash-flow hedging is to use interest-rate  swaps as
an  "asset  hedging"  strategy,   in  order  to  convert  interest  receipts  on
floating-rate  fixed maturity  investments to fixed rates.  When multiple assets
are designated in a hedging  relationship under SFAS No. 133, a homogeneity test
is  performed  to ensure that the assets  react  similarly  to changes in market
conditions.  To satisfy  this  requirement,  at  inception  of the hedge,  fixed
maturity  investments  with identical  variable rates are grouped  together (for
example: 1-month LIBOR or 3-month LIBOR, not both).

The Company  enters into  "receive  fixed/pay  variable"  interest rate swaps to
hedge the variability in the first  LIBOR-based  interest  payments  received on
each pool of eligible variable rate fixed maturity investments. Effectiveness is
measured by comparing  the present  value of the  variable  rate pay side of the
swaps to the  present  value of the first  anticipated  variable  rate  interest
receipts on the hedged fixed  maturity  investments.  At December 31, 2001,  the
Company held $2.0 billion in derivative notional value related to this strategy.
The Company also uses cash-flow  hedges,  in its  anticipated  purchase of fixed
maturity investments.

Fair-Value Hedges

General

For the year ended  December  31,  2001,  the  Company's  gross gains and losses
representing  the total  ineffectiveness  of all fair-value  hedges  essentially
offset,  with the net impact reported as net realized  capital gains and losses.
All components of each  derivative's gain or loss are included in the assessment
of hedge  effectiveness.  As of December  31,  2001,  the  Company  held $899 in
derivative  notional  value  related to  strategies  categorized  as  fair-value
hedges.

Specific Strategies

During 2001, the Company entered an interest rate swap as an economic hedge of a
portion  of its  Trust  Preferred  Securities  issued.  The  interest  rate swap
agreement  was  structured  to exactly  offset the terms and  conditions  of the
hedged  trust  preferred  securities  (i.e.  notional  value,  call  provisions,
maturity  date,  and payment  dates) and has been  designated  as a hedge of the
benchmark  interest  rate  (i.e.  LIBOR).  The  calculation  of  ineffectiveness
involves a  comparison  of the  present  value of the  cumulative  change in the
expected  future cash flows on the interest  rate swap and the present  value of
the  cumulative  change in the  expected  future cash flows on the hedged  trust
preferred  securities.  If hedge  ineffectiveness  exists, it is recorded as net
realized  capital gain or loss.  At December 31, 2001,  the Company held $500 in
derivative notional value related to this strategy.

The Company purchases interest rate caps and sells interest rate floor contracts
in an "asset hedging"  strategy utilized to offset  corresponding  interest rate
caps and  floors  that  exist in certain  of its  variable-rate  fixed  maturity
investments. The standalone interest rate cap and floor contracts are structured
to exactly offset those embedded in the hedged  investment.  The  calculation of
ineffectiveness  involves a comparison  of the present  value of the  cumulative
change in the expected  future cash flows on the interest rate cap/floor and the
present  value of the  cumulative  change in the expected  future  interest cash
flows that are hedged on the fixed maturity investment. If hedge ineffectiveness
exists,  it is  recorded  as net  realized  capital  gain or  loss.  All  hedges
involving  variable rate bonds with  embedded  interest rate caps and floors are
perfectly  matched with respect to notional  values,  payment  dates,  maturity,
index, and the hedge  relationship does not contain any other basis differences.
No  component  of the  hedging  instruments  fair  value  is  excluded  from the
determination of  effectiveness.  At December 31, 2001, the Company held $200 in
derivative notional value related to this strategy.

The Company enters into swaption  arrangements  in an "asset  hedging"  strategy
utilized  to offset  the change in the fair value of call  options  embedded  in
certain  of  its  investments  in  municipal  fixed  maturity  investments.  The
swaptions give the Company the option to enter into a "receive  fixed" swap. The
swaption's  exercise dates  coincide with the municipal  fixed  maturity's  call
dates,  and the receive side of the swaps closely matches the coupon rate on the
original municipal fixed maturity investment. The purpose of the swaptions is to
ensure a fixed return over the original  term to maturity.  Should the municipal
fixed maturity  investment be called,  the swaptions  would be either settled in
cash or  exercised.  The proceeds  from the call are used to purchase a variable
rate fixed  maturity  investment.  If the bonds are not  called,  the  swaptions
expire  worthless.   Each  swaption  contract  hedges  multiple  fixed  maturity
investments  containing embedded call options.  These fixed maturity investments
are subdivided into portfolio  hedges. In accordance with SFAS No. 133, a stress
test is performed at the inception of the hedge to prove the homogeneity of each
portfolio (with regard to the risk being hedged) and thereby

                                      F-12
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(E)  DERIVATIVE INSTRUMENTS (CONTINUED)

SFAS No. 133 Categorization of the Company's Hedging Activities (continued)
- ---------------------------------------------------------------------------

Fair-Value Hedges (continued)

Specific Strategies (continued)

qualify  that  hedge  for  special  hedge  accounting   treatment.   Correlation
calculations  are performed at various  interest rate levels comparing the total
change in the aggregate  value of the embedded calls in the hedged  portfolio to
the  change in value of the  embedded  call in each  individual  fixed  maturity
investment in the portfolio.  The correlation  statistic for homogeneity must be
within a range of 0.85 to 1.00. The  calculation of  ineffectiveness  involves a
comparison  of the  cumulative  change in fair value of the embedded call option
with the  cumulative  change in fair value of the swaption.  Ineffectiveness  is
reported as net realized  capital gains and losses.  No component of the hedging
instruments' fair value is excluded from the determination of effectiveness.  At
December 31, 2001, the Company held $133 in derivative notional value related to
this strategy.

Other Risk Management Activities

General

The Company's other risk management activities relate to strategies used to meet
the following  Company-approved  objectives; to hedge risk arising from interest
rate, price or currency  exchange rate volatility;  to manage  liquidity;  or to
control  transaction  costs.  For the year ended  December 31, 2001, the Company
recognized an after-tax net loss of $23 (reported as net realized capital losses
in the  statement of income),  which  represented  the total change in value for
other  derivative-based  strategies  which do not qualify  for hedge  accounting
under SFAS No. 133. As of December  31,  2001,  the Company held $4.6 billion in
derivative  notional  value  related  to  strategies  categorized  as Other Risk
Management Activities.

Specific Strategies

The Company issues liability contracts in which policyholders have the option to
surrender  their  policies at book value and that  guarantee a minimum  credited
rate of interest.  Typical  products  with these  features  include  Whole Life,
Universal  Life and  Repetitive  Premium  Variable  Annuities.  The Company uses
interest rate cap and swaption  contracts as an economic  hedge,  classified for
internal purposes as a "liability hedge",  thereby mitigating the Company's loss
in a rising interest rate  environment.  The Company is exposed to the situation
where  interest  rates rise and the  Company  is not able to raise its  credited
rates to competitive  yields.  The policyholder can then surrender at book value
while the underlying bond portfolio may be at a loss. The increase in yield in a
rising  interest  rate  environment  due to the  interest  rate cap and swaption
contracts  may be  used  to  raise  credited  rates,  increasing  the  Company's
competitiveness  and reducing the  policyholder's  incentive  to  surrender.  In
accordance with Company policy, the amount of notional value will not exceed the
book  value of the  liabilities  being  hedged  and the  term of the  derivative
contract will not exceed the average maturity of the liabilities. As of December
31, 2001,  the Company held $516 in  derivative  notional  value related to this
strategy.

When  terminating  certain  hedging  relationships,  the  Company  will  enter a
derivative  contract with terms and conditions that directly offset the original
contract,  thereby  offsetting its changes in value from that date forward.  The
Company  de-designates the original contract and records the changes in value of
both the original contract and the new offsetting  contract through net realized
capital gains and losses. At December 31, 2001, the Company held $2.0 billion in
derivative notional value related to this strategy.

Periodically, the Company enters into swap agreements that have cash flows based
upon the results of a referenced  index or asset pool.  These  arrangements  are
entered into to modify portfolio duration or to increase  diversification  while
controlling  transaction  costs.  At December 31, 2001, the Company held $687 in
derivative notional value related to this strategy.

The  Company  will issue an option in an "asset  hedging"  strategy  utilized to
monetize the option embedded in certain of its fixed maturity  investments.  The
Company  will  receive  a premium  for  issuing  the  freestanding  option.  The
structure is designed such that the fixed maturity  investment and  freestanding
option have identical expected lives, typically 3-5 years. At December 31, 2001,
the Company  held $1.2  billion in  derivative  notional  value  related to this
strategy.

(F)  SEPARATE ACCOUNTS

The Company maintains separate account assets and liabilities 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 policyholders.
Separate  accounts  reflect two categories of risk  assumption:  non- guaranteed
separate  accounts,  wherein the  policyholder  assumes the investment risk, and
guaranteed  separate  accounts,  wherein  the Company  contractually  guarantees
either a minimum return or the account value to the policyholder.

(G)  DEFERRED POLICY ACQUISITION COSTS

LIFE - Policy  acquisition  costs,  which include  commissions and certain other
expenses that vary with and are primarily  associated  with acquiring  business,
are deferred and amortized over the estimated lives of the contracts, usually 20
years.

Deferred policy acquisition costs related to investment  contracts and universal
life type contracts 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  investment
mortality and expense  margins and surrender  charges.  Actual gross profits can
vary from  management's  estimates,  resulting  in increases or decreases in the
rate of  amortization.  Management  periodically  reviews  these  estimates  and
evaluates  the  recoverability  of the  deferred  acquisition  cost asset.  When
appropriate,  management  revises its assumptions on the estimated gross profits
of these contracts and the cumulative amortization for the books of business are
re-estimated  and  adjusted  by a  cumulative  charge or credit to  income.  The
average rate of assumed  future  investment  yield used in  estimating  expected
gross profits related to variable annuity and

                                      F-13
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(G)  DEFERRED POLICY ACQUISITION COSTS (CONTINUED)

variable  life  business was 9% at December 31, 2001 and for all other  products
including  fixed  annuities and other  universal life type contracts the average
assumed investment yield ranged from 5.0% - 8.5%.

Deferred policy acquisition costs related to traditional  policies are amortized
over the premium  paying  period of the related  policies in  proportion  to the
ratio of the  present  value of annual  expected  premium  income to the present
value of total  expected  premium  income.  Adjustments  are made  each  year to
recognize  actual  experience as compared to assumed  experience for the current
period.

PROPERTY  &  CASUALTY  - Policy  acquisition  costs,  representing  commissions,
premium  taxes  and  certain  other  underwriting  expenses,  are  deferred  and
amortized over policy terms.  Estimates of the present value of future revenues,
including net investment  income and tax benefits,  are compared to estimates of
the present value of future costs,  including amortization of policy acquisition
costs, to determine if the deferred  acquisition  costs are recoverable  and, if
not, they are charged to expense.

(H)  FUTURE POLICY BENEFITS, UNPAID CLAIMS AND CLAIM ADJUSTMENT EXPENSES

LIFE -  Liabilities  for future  policy  benefits  are computed by the net level
premium method using interest  assumptions ranging from 3% to 11% and withdrawal
and  mortality  assumptions  appropriate  at the time the policies  were issued.
Claim reserves,  which are the result of sales of group long-term and short-term
disability, stop loss, and Medicare supplement, are stated at amounts determined
by estimates on individual  cases and  estimates of  unreported  claims based on
past experience.

The following table displays the development of the claim reserves  (included in
future policy benefits in the Consolidated  Balance Sheets) resulting  primarily
from group disability products.

                                  For the years ended December 31,
                                 ----------------------------------
                                    2001       2000       1999
- -------------------------------------------------------------------
BEGINNING CLAIM RESERVES-GROSS   $2,384     $2,128     $1,938
Reinsurance recoverables            177        125        125
- -------------------------------------------------------------------
BEGINNING CLAIM RESERVES-NET      2,207      2,003      1,813
- -------------------------------------------------------------------
INCURRED EXPENSES RELATED TO
     Current year                 1,272      1,093      1,013
     Prior years                    (15)       (11)       (33)
- -------------------------------------------------------------------
TOTAL INCURRED                    1,257      1,082        980
- -------------------------------------------------------------------
PAID EXPENSES RELATED TO
     Current year                   439        410        360
     Prior years                    525        468        430
- -------------------------------------------------------------------
TOTAL PAID                          964        878        790
- -------------------------------------------------------------------
ENDING CLAIM RESERVES-NET         2,500      2,207      2,003
Reinsurance recoverables            264        177        125
- -------------------------------------------------------------------
ENDING CLAIM RESERVES-GROSS      $2,764     $2,384     $2,128
===================================================================



PROPERTY & CASUALTY  - The  Hartford  establishes  reserves  to provide  for the
estimated costs of paying claims made by policyholders or against policyholders.
These  reserves  include  estimates  for both claims that have been reported and
those that have been  incurred  but not  reported  to The  Hartford  and include
estimates of all expenses  associated with processing and settling these claims.
This estimation process is primarily based on historical experience and involves
a variety of  actuarial  techniques  which  analyze  trends  and other  relevant
factors.  Certain  liabilities  for unpaid claims,  principally  for permanently
disabled claimants,  terminated  reinsurance treaties and certain contracts that
fund loss run-offs for unrelated parties,  have been discounted to present value
using an average interest rate of 5.1% in 2001 and 5.7% in 2000. At December 31,
2001 and 2000, such discounted reserves totaled $719 and $716, respectively (net
of discounts of $429 and $396,  respectively).  Amortization of the discount did
not  have  a  material  effect  on  net  income  during  2001,  2000  and  1999,
respectively.  A  reconciliation  of  liabilities  for  unpaid  claims and claim
adjustment expenses follows:

                                   For the years ended December 31,
                                  ---------------------------------
                                      2001      2000       1999
- -------------------------------------------------------------------
BEGINNING LIABILITIES FOR UNPAID
 CLAIMS AND CLAIM ADJUSTMENT
 EXPENSES-GROSS                   $15,874   $16,014    $16,449
Reinsurance recoverables            3,452     3,271      3,286
- -------------------------------------------------------------------
BEGINNING LIABILITIES FOR UNPAID
 CLAIMS AND CLAIM ADJUSTMENT
 EXPENSES-NET                      12,422    12,743     13,163
- -------------------------------------------------------------------
ADD PROVISION FOR UNPAID CLAIMS
 AND CLAIM ADJUSTMENT EXPENSES
     Current year                   5,992     5,170      4,953
     Prior years [1]                  143        27       (171)
- -------------------------------------------------------------------
TOTAL PROVISION FOR UNPAID CLAIMS
 AND CLAIM ADJUSTMENT EXPENSES      6,135     5,197      4,782
- -------------------------------------------------------------------
LESS PAYMENTS
     Current year                   2,349     2,265      2,137
     Prior years                    3,243     3,069      3,024
- -------------------------------------------------------------------
TOTAL PAYMENTS                      5,592     5,334      5,161
- -------------------------------------------------------------------
Foreign currency translation           (3)      (26)       (41)
Reserves resulting from acquisitions   --        --         --
Other [2]                            (102)     (158)        --
- -------------------------------------------------------------------
ENDING LIABILITIES FOR UNPAID
 CLAIMS AND CLAIM ADJUSTMENT
 EXPENSES-NET                      12,860    12,422     12,743
Reinsurance recoverables            3,818     3,452      3,271
- -------------------------------------------------------------------
ENDING LIABILITIES FOR UNPAID
 CLAIMS AND CLAIM ADJUSTMENT
 EXPENSES-GROSS                   $16,678   $15,874    $16,014
===================================================================
[1]   Excludes the effects of foreign exchange adjustments.
[2]   Includes   $101  in  2001  and  $161  in  2000  related  to  the  sale  of
      international subsidiaries.

The Company has an exposure to catastrophic  losses,  both natural and man made,
which can be caused by significant  events including  hurricanes,  severe winter
storms,  earthquakes,  windstorms,  fires and terrorist  acts. The frequency and
severity  of  catastrophic  losses  are  unpredictable,  and the  exposure  to a
catastrophe  is a function of both the total amount  insured in an area affected
by the  event and the  severity  of the  event.  Catastrophes  generally  impact
limited geographic areas; however, certain events may produce significant damage
in heavily  populated areas. The Company  generally seeks to reduce its exposure
to  catastrophic  losses through  individual  risk selection and the purchase of
catastrophe reinsurance.

(I) OTHER POLICYHOLDER FUNDS AND BENEFITS PAYABLE

Other  policyholder  funds and benefits  payable include reserves for investment
contracts without life contingencies, corporate

                                      F-14
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(I) OTHER POLICYHOLDER FUNDS AND BENEFITS PAYABLE (CONTINUED)

owned life  insurance and universal  life  insurance  contracts.  Of the amounts
included in this item, $18.8 billion and $15.6 billion,  as of December 31, 2001
and 2000, respectively,  represent policyholder  obligations.  The liability for
policy benefits for universal  life-type  contracts is equal to the balance that
accrues to the benefit of policyholders,  including credited  interest,  amounts
that have been assessed to  compensate  the Company for services to be performed
over future periods,  and any amounts previously assessed against  policyholders
that are refundable on termination  of the contract.  For investment  contracts,
policyholder  liabilities  are equal to the  accumulated  policy account values,
which consist of an  accumulation  of deposit  payments plus credited  interest,
less withdrawals and amounts assessed through the end of the period.

(J)  REVENUE RECOGNITION

LIFE - For investment and universal life-type  contracts,  the amounts collected
from policyholders are considered deposits and are not included in revenue.  Fee
income for  investment  and  universal  life-type  contracts  consists of policy
charges for policy  administration,  cost of  insurance  charges  and  surrender
charges assessed against  policyholders'  account balances and are recognized in
the period in which services are provided.  Traditional life and the majority of
the  Company's  accident and health  products are long duration  contracts,  and
premiums are  recognized as revenue when due from  policyholders.  Retrospective
and contingent  commissions and other related expenses are incurred and recorded
in the same  period  that  the  retrospective  premiums  are  recorded  or other
contract provisions are met.

PROPERTY &  CASUALTY  - Property  and  casualty  insurance  premiums  are earned
principally  on a pro rata  basis  over the lives of the  policies  and  include
accruals  for  ultimate   premium  revenue   anticipated   under  auditable  and
retrospectively  rated  policies.  Unearned  premiums  represent  the portion of
premiums  written  applicable  to the  unexpired  terms of  policies  in  force.
Unearned premiums also include estimated and unbilled premium adjustments. Other
revenue consists primarily of revenues  associated with the Company's  servicing
businesses.  Retrospective and contingent commissions and other related expenses
are incurred and recorded in the same period that the retrospective premiums are
recorded or other contract provisions are met.

(K)  FOREIGN CURRENCY TRANSLATION

Foreign  currency  translation  gains and losses are reflected in  stockholders'
equity as a component of accumulated other comprehensive  income.  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 the  international
operations are generally their functional currencies.

(L)  DIVIDENDS TO POLICYHOLDERS

Policyholder  dividends  are accrued  using an estimate of the amount to be paid
based on underlying contractual  obligations under policies and applicable state
laws. If limitations exist on the amount of net income from  participating  life
insurance contracts that may be distributed to stockholders,  the policyholders'
share of net income on those  contracts  that cannot be  distributed is excluded
from stockholders' equity by a charge to operations and a credit to a liability.

LIFE - Participating life insurance in force accounted for 8%, 17% and 20% as of
December  31,  2001,  2000 and 1999,  respectively,  of total life  insurance in
force.  Dividends  to  policyholders  were $68, $67 and $104 for the years ended
December 31, 2001, 2000 and 1999, respectively. There were no additional amounts
of income allocated to participating policyholders.

PROPERTY  & CASUALTY - Net  written  premiums  for  participating  property  and
casualty  insurance  policies  represented  9%, 9% and 11% of total net  written
premiums for the years ended  December 31,  2001,  2000 and 1999,  respectively.
Dividends to  policyholders  were $38, $33 and $40 for the years ended  December
31, 2001, 2000 and 1999, respectively.

(M)  MUTUAL FUNDS

The Company  maintains  a retail  mutual fund  operation,  whereby the  Company,
through   wholly-owned   subsidiaries,   provides   investment   management  and
administrative  services to The  Hartford  Mutual  Funds,  Inc.,  a family of 21
mutual funds.  The Company charges fees to the shareholders of the mutual funds,
which are recorded as revenue by the Company. Investors can purchase "shares" in
the mutual funds,  all of which are registered  with the Securities and Exchange
Commission,  in accordance  with the Investment  Company Act of 1940. The mutual
funds are owned by the  shareholders  of those funds and not by the Company.  As
such, the mutual fund assets and liabilities and related  investment returns are
not reflected in the Company's  consolidated financial statements since they are
not assets, liabilities and operations of the Company.

2.  SEPTEMBER 11, 2001

As a result of the September 11 terrorist  attack,  the Company recorded in 2001
an estimated before-tax loss amounting to $678, net of reinsurance: $647 related
to property  and casualty  operations  and $31 related to life  operations.  The
Property & Casualty  loss  included a $1.1 billion  gross  reserve  addition and
cessions under  reinsurance  contracts of $569.  Also included in the Property &
Casualty  loss was $91 of  reinstatement  and other  reinsurance  premiums.  The
property-casualty   portion  of  the  estimate  includes  coverages  related  to
property,  business  interruption,  workers'  compensation,  and other liability
exposures,  including those  underwritten by the Company's  assumed  reinsurance
operation.  The  Company  based  the  loss  estimate  upon a review  of  insured
exposures  using a variety of assumptions  and actuarial  techniques,  including
estimated  amounts  for  unknown and  unreported  policyholder  losses and costs
incurred  in  settling  claims.   Also  included  was  an  estimate  of  amounts
recoverable under the Company's ceded reinsurance  programs,  including the cost
of additional reinsurance premiums. As a result of the uncertainties involved in
the estimation process, final claims settlement may vary from present estimates.

                                      F-15
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>
3.  INVESTMENTS AND DERIVATIVE INSTRUMENTS
                                                                       For the years ended December 31,
                                                                       --------------------------------
(A) COMPONENTS OF NET INVESTMENT INCOME                                    2001       2000       1999
- -------------------------------------------------------------------------------------------------------
<S>                                                                     <C>        <C>        <C>
Interest income                                                         $ 2,669    $ 2,544    $ 2,530
Dividends                                                                    39         27         31
Other investment income                                                     178        142        107
- -------------------------------------------------------------------------------------------------------
Gross investment income                                                   2,886      2,713      2,668
Less: Investment expenses                                                    36         39         41
- -------------------------------------------------------------------------------------------------------
   NET INVESTMENT INCOME                                                $ 2,850    $ 2,674    $ 2,627
=======================================================================================================

(B) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)
- -------------------------------------------------------------------------------------------------------
Fixed maturities                                                        $   (50)   $  (251)   $   (64)
Equity securities                                                           (34)       148        105
Sale of affiliates and other [1]                                           (153)       239         (5)
Change in liability to policyholders for net realized capital (gains)
  losses                                                                      1          9         (2)
- -------------------------------------------------------------------------------------------------------
   NET REALIZED CAPITAL GAINS (LOSSES)                                  $  (236)   $   145    $    34
=======================================================================================================
<FN>
[1]   2001 primarily  relates to before-tax losses on the sales of international
      subsidiaries  and the change in value of certain  derivative  instruments.
      2000 includes a $242, before-tax, gain on the sale of Zwolsche.
</FN>
</TABLE>

<TABLE>
<CAPTION>

(C)  UNREALIZED GAINS (LOSSES) ON EQUITY SECURITIES
- -------------------------------------------------------------------------------------------------------
<S>                                                                     <C>        <C>        <C>
Gross unrealized gains                                                  $   177    $   230    $   395
Gross unrealized losses                                                    (117)       (95)       (46)
Minority interest in consolidated subsidiary                                 --         --         (4)
- -------------------------------------------------------------------------------------------------------
Net unrealized gains                                                         60        135        345
Deferred income taxes                                                        19         45        121
- -------------------------------------------------------------------------------------------------------
Net unrealized gains, net of tax                                             41         90        224
Balance - beginning of year                                                  90        224        144
- -------------------------------------------------------------------------------------------------------
   CHANGE IN UNREALIZED GAINS/LOSSES ON EQUITY SECURITIES               $   (49)   $  (134)   $    80
=======================================================================================================


(D)  UNREALIZED GAINS (LOSSES) ON FIXED MATURITIES
- -------------------------------------------------------------------------------------------------------
Gross unrealized gains                                                  $ 1,369    $ 1,042    $   271
Gross unrealized losses                                                    (477)      (406)    (1,049)
Minority interest in consolidated subsidiary                                 --         --        105
Net unrealized (gains) losses credited to policyholders                     (22)       (10)        24
- -------------------------------------------------------------------------------------------------------
Net unrealized gains (losses)                                               870        626       (649)
Deferred income taxes                                                       305        219       (227)
- -------------------------------------------------------------------------------------------------------
Net unrealized gains (losses), net of tax                                   565        407       (422)
Balance - beginning of year                                                 407       (422)       667
- -------------------------------------------------------------------------------------------------------
   CHANGE IN UNREALIZED GAINS/LOSSES ON FIXED MATURITIES                $   158    $   829    $(1,089)
=======================================================================================================
</TABLE>





<TABLE>
<CAPTION>
(E)  FIXED MATURITY INVESTMENTS                                          As of December 31, 2001
                                                      -----------------------------------------------------------
                                                                           Gross           Gross
                                                          Amortized     Unrealized      Unrealized
                                                             Cost          Gains           Losses    Fair Value
- -----------------------------------------------------------------------------------------------------------------
BONDS AND NOTES
<S>                                                   <C>            <C>            <C>             <C>
  U.S. Gov't and Gov't agencies and authorities
    (guaranteed and sponsored)                        $        559   $         20   $         (4)   $        575
  U.S. Gov't and Gov't agencies and authorities
    (guaranteed and sponsored) - asset-backed                1,925             47             (4)          1,968
  States, municipalities and political subdivisions          9,642            452            (34)         10,060
  International governments                                    938             75            (10)          1,003
  Public utilities                                           1,470             30            (31)          1,469
  All other corporate including international               13,187            454           (213)         13,428
  All other corporate - asset-backed                         8,469            263           (152)          8,580
  Short-term investments                                     2,104              3             --           2,107
  Certificates of deposit                                      708             20            (28)            700
  Redeemable preferred stock                                   152              5             (1)            156
- -----------------------------------------------------------------------------------------------------------------
    TOTAL FIXED MATURITIES                            $     39,154   $      1,369   $       (477)   $     40,046
=================================================================================================================
</TABLE>

                                      F-16
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

3.  INVESTMENTS AND DERIVATIVE INSTRUMENTS (CONTINUED)

<TABLE>
<CAPTION>
(E)  FIXED MATURITY INVESTMENTS (CONTINUED)                              As of December 31, 2001
                                                      -----------------------------------------------------------
                                                                           Gross           Gross
                                                          Amortized     Unrealized      Unrealized
                                                             Cost          Gains           Losses    Fair Value
- -----------------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>            <C>             <C>
BONDS AND NOTES
  U.S. Gov't and Gov't agencies and authorities
    (guaranteed and sponsored)                        $        288   $         19   $         --    $        307
  U.S. Gov't and Gov't agencies and authorities
    (guaranteed and sponsored) - asset-backed                1,651             42            (10)          1,683
  States, municipalities and political subdivisions          9,574            502            (30)         10,046
  International governments                                    963             54            (14)          1,003
  Public utilities                                             869             10            (16)            863
  All other corporate including international                9,399            192           (258)          9,333
  All other corporate - asset-backed                         8,000            206            (58)          8,148
  Short-term investments                                     2,091              5             --           2,096
  Certificates of deposit                                      582              6            (15)            573
  Redeemable preferred stock                                   439              6             (5)            440
- -----------------------------------------------------------------------------------------------------------------
    TOTAL FIXED MATURITIES                            $     33,856   $      1,042   $       (406)   $     34,492
=================================================================================================================
</TABLE>

The amortized  cost and estimated  fair value of fixed  maturity  investments at
December  31,  2001  by  estimated  maturity  year  are  shown  below.  Expected
maturities  differ  from  contractual  maturities  due  to  call  or  prepayment
provisions.  Asset-backed securities,  including mortgage-backed  securities and
collateralized  mortgage obligations,  are distributed to maturity year based on
the Company's  estimates of the rate of future prepayments of principal over the
remaining  lives  of  the  securities.   These  estimates  are  developed  using
prepayment  speeds provided in broker consensus data. Such estimates are derived
from prepayment speeds experienced at the interest rate levels projected for the
applicable  underlying  collateral.  Actual prepayment  experience may vary from
these estimates.

- ------------------------------------------------------------------
                                     Amortized
MATURITY                                Cost         Fair Value
- ------------------------------------------------------------------
One year or less                      $  4,324       $  4,352
Over one year through five years        10,980         11,218
Over five years through ten years       11,352         11,644
Over ten years                          12,498         12,832
- ------------------------------------------------------------------
    TOTAL                             $ 39,154       $ 40,046
==================================================================



(F) SALES OF FIXED MATURITY AND EQUITY SECURITY INVESTMENTS

                                For the years ended December 31,
                               -----------------------------------
                                   2001         2000          1999
- ----------------------------------------------------------------------
SALE OF FIXED MATURITIES
  Sale proceeds                  $ 8,714     $ 9,606       $ 9,761
  Gross gains                        202         187           245
  Gross losses                       (82)       (429)         (311)
SALE OF EQUITY SECURITIES
  Sale proceeds                  $   803     $ 1,306       $ 1,317
  Gross gains                        135         258           124
  Gross losses                      (139)       (110)          (19)
======================================================================

(G) CONCENTRATION OF CREDIT RISK

The Hartford is not exposed to any credit  concentration risk of a single issuer
greater than 10% of the Company's stockholders' equity.

(H) DERIVATIVE INSTRUMENTS

The notional amounts of derivative  contracts represent the basis upon which pay
or  receive  amounts  are  calculated  and are not  reflective  of credit  risk.
Notional  amounts  pertaining to derivative  instruments  (excluding  guaranteed
separate accounts) totaled $8.0 billion at December 31, 2001 and $5.3 billion at
December 31, 2000.

The  Company  uses  derivative  instruments  in its  management  of market  risk
consistent   with  four  risk   management   strategies:   hedging   anticipated
transactions, hedging liability instruments, hedging invested assets and hedging
portfolios of assets and/or liabilities.

                                      F-17
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.  INVESTMENTS AND DERIVATIVE INSTRUMENTS (CONTINUED)

(H)  DERIVATIVE INSTRUMENTS (CONTINUED)

A  reconciliation  between  notional amounts as of December 31, 2001 and 2000 by
derivative type and strategy is as follows:

<TABLE>
<CAPTION>
DERIVATIVE INSTRUMENTS

                    December 31, 2000                 Maturities/  December 31, 2001
                     Notional Amount    Additions  Terminations [1] Notional Amount
- -------------------------------------------------------------------------------------
<S>                  <C>            <C>            <C>            <C>
BY DERIVATIVE TYPE
Caps                 $        592   $         11   $         --   $        603
Floors                        295             25             --            320
Swaps/Forwards              3,919          3,190          1,509          5,600
Futures                       144            153            220             77
Options                       356          1,363            311          1,408
- -------------------------------------------------------------------------------------
  TOTAL              $      5,306   $      4,742   $      2,040   $      8,008
=====================================================================================

BY STRATEGY
Liability            $        774   $        582   $         43   $      1,313
Anticipatory                  144            475            292            327
Asset                       3,489          3,685          1,705          5,469
Portfolio                     899           --             --              899
- -------------------------------------------------------------------------------------
  TOTAL              $      5,306   $      4,742   $      2,040   $      8,008
=====================================================================================
<FN>
[1]   During 2001, the Company had no significant  gain or loss on  terminations
      of hedge positions using derivative financial instruments.
</FN>
</TABLE>

(I) COLLATERAL ARRANGEMENTS

The Hartford entered into various collateral arrangements which require both the
pledging  and  accepting  of  collateral  in  connection   with  its  derivative
instruments  and  repurchase  agreements.  As of  December  31,  2001 and  2000,
collateral pledged has not been separately reported in the Consolidated  Balance
Sheet. The classification and carrying amounts of collateral pledged at December
31, 2001 and 2000 were as follows:

ASSETS                                               2001            2000
- ------------------------------------------------------------------------------
 U.S. Gov't and Gov't agencies and
  authorities (guaranteed and sponsored)          $     1          $    3
 U.S. Gov't and Gov't agencies and
  authorities (guaranteed and sponsored
  - asset backed)                                      53              31
- ------------------------------------------------------------------------------
    TOTAL                                         $    54          $   34
- ------------------------------------------------------------------------------


At December 31, 2001 and 2000, The Hartford had accepted  collateral  consisting
of cash and  U.S.  Government  securities  with a fair  value of $161 and  $252,
respectively.  At December 31, 2001 and 2000,  only cash  collateral of $108 and
$31,  respectively,  was recorded on the balance sheet in fixed  maturities  and
other  liabilities.  While The  Hartford  is  permitted  by  contract to sell or
repledge  the  noncash  collateral,  none of the  collateral  has  been  sold or
repledged  at December  31, 2001 and 2000.  As of December 31, 2001 and 2000 all
collateral accepted was held in separate custodial accounts.

4.  FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosure about Fair Value of Financial  Instruments",  requires
disclosure  of fair value  information  of  financial  instruments.  For certain
financial  instruments  where  quoted  market  prices are not  available,  other
independent  valuation techniques and assumptions are used. Because considerable
judgment is used, these estimates are not necessarily indicative of amounts that
could be realized in a current market  exchange.  SFAS No. 107 excludes  certain
financial instruments from disclosure, including insurance contracts, other than
financial guarantees and investment  contracts.  The Hartford uses the following
methods and  assumptions in estimating the fair value of each class of financial
instrument.

Fair value for fixed maturities and marketable  equity  securities  approximates
those quotations  published by applicable stock exchanges or received from other
reliable sources.

For policy loans, carrying amounts approximate fair value.

Fair  value of  limited  partnerships  and  trusts is based on  external  market
valuations from partnership and trust management.

Derivative   instruments   are  reported  at  fair  value  based  on  internally
established valuations that are consistent with external valuation models. Other
policyholder  funds and benefits payable fair value information is determined by
estimating future cash flows, discounted at the current market rate.

For short-term debt, carrying amounts approximate fair value.

Fair  value  for  long-term  debt and  trust  preferred  securities  is based on
external valuation using discounted future cash flows at current market interest
rates.

                                      F-18
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.  FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The carrying amounts and fair values of The Hartford's financial  instruments at
December 31, 2001 and 2000 were as follows:

                                   2001                 2000
                            ------------------------------------------
                              Carrying     Fair   Carrying    Fair
                               Amount     Value    Amount     Value
- ----------------------------------------------------------------------
ASSETS
 Fixed maturities             $40,046   $40,046   $34,492   $34,492
 Equity securities              1,349     1,349     1,056     1,056
 Policy loans                   3,317     3,317     3,610     3,610
 Limited partnerships [1]       1,372     1,372     1,138     1,138
 Other investments [2] [3]        605       605       373       374
LIABILITIES
 Other policyholder funds
  and benefits payable [4]    $16,077   $15,939   $11,985   $11,607
 Short-term debt                  599       607       235       238
 Long-term debt                 1,965     2,082     1,862     1,901
 Trust preferred securities     1,412     1,429     1,243     1,233
 Derivative related
  liabilities [3] [5]             208       208        --        --
======================================================================
[1]   Included in other investments on the balance sheet.
[2]   2001 includes $138 of derivative related assets.
[3]   Prior year derivative  related assets and liabilities  were reported along
      with the items being hedged in  accordance  with then  generally  accepted
      accounting principles.
[4]   Excludes group accident and health and universal life insurance contracts,
      including corporate owned life insurance.
[5]   Included in other liabilities on the balance sheet.


5.  SEPARATE ACCOUNTS

The Hartford maintained separate account assets and liabilities  totaling $114.7
billion and $114.1  billion at December 31, 2001 and 2000,  respectively,  which
are reported at fair value.  Separate account assets,  which are segregated from
other  investments,  reflect two categories of risk  assumption:  non-guaranteed
separate  accounts  totaling  $104.6  billion and $104.3 billion at December 31,
2001 and 2000,  respectively,  wherein the  policyholder  assumes the investment
risk, and guaranteed  separate  accounts totaling $10.1 billion and $9.8 billion
at December 31, 2001 and 2000, respectively,  wherein The Hartford contractually
guarantees  either a minimum  return or the account  value to the  policyholder.
Included in the non-guaranteed category were policy loans totaling $575 and $697
at December 31, 2001 and 2000,  respectively.  Net investment  income (including
net realized capital gains and losses) and interest credited to policyholders on
separate  account  assets are not  reflected in the  Consolidated  Statements of
Income.

Separate account  management fees and other revenues included in fee income were
$1.3  billion,   $1.4  billion  and  $1.1  billion  in  2001,   2000  and  1999,
respectively.  The  guaranteed  separate  accounts  include  fixed  market value
adjusted ("MVA")  individual  annuities and modified  guaranteed life insurance.
The  average  credited  interest  rate on these  contracts  was 6.4% and 6.6% at
December  31,  2001 and  2000,  respectively.  The  assets  that  support  these
liabilities  were comprised of $9.8 billion and $9.6 billion in fixed maturities
as of  December  31,  2001 and  2000,  respectively,  and $243 and $127 of other
investments as of December 31, 2001 and 2000,  respectively.  The portfolios are
segregated  from other  investments  and are managed to minimize  liquidity  and
interest  rate  risk.  In  order  to  minimize  the  risk  of  disintermediation
associated  with early  withdrawals,  fixed MVA annuity and modified  guaranteed
life insurance  contracts  carry a graded  surrender  charge as well as a market
value  adjustment.  Additional  investment  risk is hedged  using a  variety  of
derivatives  which totaled $37 and $3 in net carrying value and $3.2 billion and
$3.5 billion in notional amounts as of December 31, 2001 and 2000, respectively.


6.  DEBT
<TABLE>
<CAPTION>
                                                              2001                         2000
                                                   -----------------------------------------------------------

                                                                Weighted Average             Weighted Average
                                                     Amount     Interest Rate [1]    Amount  Interest Rate [1]
- --------------------------------------------------------------------------------------------------------------
<S>                                                <C>                 <C>         <C>               <C>
SHORT-TERM DEBT
   Commercial paper                                $    299            2.0%        $    35           6.6%
   Current maturities of long-term debt                 300            6.4%            200           8.3%
- --------------------------------------------------------------------------------------------------------------
         TOTAL SHORT-TERM DEBT                     $    599            4.2%        $   235           8.1%
==============================================================================================================

LONG-TERM DEBT
     6.375%   Notes, due 2002                            --             --             300           6.6%
     6.9%     Notes, due 2004                           199            7.0%            199           7.0%
     7.75%    Notes, due 2005                           246            8.2%            245           8.2%
     7.1%     Notes, due 2007                           198            7.2%            198           7.2%
     6.375%   Notes, due 2008                           200            6.5%            200           6.5%
     7.9%     Notes, due 2010                           274            8.0%            274           8.0%
     7.3%     Notes, due 2015                           200            7.4%            199           7.4%
     7.65%    Notes, due 2027                           248            7.8%            247           7.8%
     7.375%   Notes, due 2031                           400            7.5%             --             --
- --------------------------------------------------------------------------------------------------------------
         TOTAL LONG-TERM DEBT                      $  1,965            7.4%        $ 1,862           7.2%
==============================================================================================================
<FN>
[1]   Represents the effective interest rate at the end of the year.
</FN>
</TABLE>

                                      F-19
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6.  DEBT (CONTINUED)

(A)  SHELF REGISTRATIONS

On May 15, 2001, HLI filed with the SEC a shelf  registration  statement for the
potential  offering  and  sale  of up to $1.0  billion  in  debt  and  preferred
securities.  The registration  statement was declared effective on May 29, 2001.
This  registration  statement  includes  an  aggregate  $150  of HLI  securities
remaining under the shelf  registration  filed by HLI with the SEC in June 1998.
As of December 31, 2001, HLI had $1.0 billion remaining on its shelf.

On  November  9, 2000,  The  Hartford  filed with the  Securities  and  Exchange
Commission  a shelf  registration  statement  and a  prospectus,  as  amended on
January 31, 2001,  for the potential  offering and sale of up to $2.6 billion in
debt and equity securities.  Specifically, the registration statement allows for
the  following  types of securities to be offered:  debt  securities,  preferred
stock,  common stock,  depositary shares,  warrants,  stock purchase  contracts,
stock purchase units and junior  subordinated  deferrable interest debentures of
the Company, preferred securities of any of one or more capital trusts organized
by The  Hartford  ("The  Hartford  Trusts") and  guarantees  by the Company with
respect to the preferred  securities of any of The Hartford Trusts (see Note 7).
This  registration  statement  includes  an  aggregate  of $127 of The  Hartford
securities remaining under a shelf registration  statement filed by The Hartford
with the Securities and Exchange Commission on October 11, 1995 and subsequently
amended on October 2, 1996. The registration statement was declared effective on
February  12,  2001.  As of December  31,  2001,  The  Hartford had $1.1 billion
remaining on the shelf.

(B)  SHORT-TERM DEBT

The Hartford has a commercial  paper  program which allows the Company to borrow
up to a maximum amount of $2.0 billion in short-term commercial paper notes. The
Hartford's   commercial  paper  ranks  equally  with  its  other  unsecured  and
unsubordinated  indebtedness.  As of December 31, 2001,  the Company had $299 of
outstanding borrowings under the program.

Effective  June 20,  2001,  The  Hartford  entered  into an amended and restated
five-year  revolving  $1.0 billion  credit  facility with fourteen  banks.  This
facility is available for general corporate  purposes and to provide  additional
support to the  Company's  commercial  paper  program.  As of December 31, 2001,
there were no outstanding borrowings under the facility.

HLI has a  commercial  paper  program  which allows it to borrow up to a maximum
amount of $250 in short-term  commercial  paper notes.  As of December 31, 2001,
HLI had no outstanding borrowings under the program.

As of December  31,  2001,  HLI  maintained a $250  five-year  revolving  credit
facility comprised of four participatory banks. This facility,  which expires in
2003,  is available  for general  corporate  purposes and to provide  additional
support to HLI's commercial  paper program.  As of December 31, 2001, there were
no outstanding borrowings under the facility or commercial paper program.

On June 23, 2000, The Hartford borrowed $400 under its commercial paper program,
the  proceeds  of which  were  used to  partially  fund The HLI  Repurchase.  On
December 29, 2000, the Company paid off this  borrowing  with proceeds  received
from the sale of Zwolsche (see Note 18(b)).

(C)  LONG-TERM DEBT

The  Hartford's  long-term  debt  securities  are issued by either The  Hartford
Financial Services Group, Inc. ("HFSG") or HLI and are unsecured  obligations of
HFSG or HLI and rank on a parity  with all other  unsecured  and  unsubordinated
indebtedness of HFSG or HLI.

On December 1, 2001,  The  Hartford's  8.3%  medium term notes  became due.  The
Company borrowed $200 under its commercial paper program to retire the debt.

On March 1, 2001,  HLI issued and sold $400 of senior debt  securities  from its
existing shelf registration. The long-term debt was issued in the form of 7.375%
thirty-year  senior  notes due March 1, 2031.  Interest  on the notes is payable
semi-annually  on March 1 and  September 1,  commencing on September 1, 2001. As
previously  discussed,  HLI used the net proceeds from the issuance of the notes
to partially fund the Fortis acquisition.  (For further discussion of the Fortis
Acquisition, see Note 18(a).)

On June 16,  2000,  The Hartford  issued and sold $525 of  unsecured  redeemable
long-term  debt under its October 11, 1995 shelf.  The long-term debt was issued
in the form of $250  7.75%  five-year  notes due June 15,  2005,  and $275 7.90%
ten-year notes due June 15, 2010. Interest on the notes is payable semi-annually
on June 15 and December 15,  commencing on December 15, 2000.  The Hartford used
the net  proceeds  from the  issuance of the common  stock and debt to partially
fund The HLI Repurchase (see Note 16).

(D)  INTEREST EXPENSE

Interest expense incurred related to short-term and long-term debt totaled $179,
$150 and $114 for 2001, 2000 and 1999, respectively.

7.    COMPANY  OBLIGATED   MANDATORILY   REDEEMABLE   PREFERRED   SECURITIES  OF
      SUBSIDIARY  TRUSTS HOLDING SOLELY JUNIOR  SUBORDINATED  DEBENTURES  (TRUST
      PREFERRED SECURITIES)

(A)  DESCRIPTION

On October 26, 2001,  Hartford Capital III, a Delaware  statutory business trust
formed by The Hartford,  issued  20,000,000,  7.45% Trust  Originated  Preferred
Securities,  Series  C. The  proceeds  from the sale of the  Series C  Preferred
Securities were used to acquire $500 of Junior Subordinated  Deferrable Interest
Debentures Senior C issued by The Hartford.  The Hartford used the proceeds from
the sale of such debentures for the redemption of the 8.35% Cumulative Quarterly
Income Preferred Securities, Series B of Hartford Capital II.

The Series C Preferred  Securities  represent undivided  beneficial interests in
the  assets  of  Hartford  Capital  III.  The  Hartford  owns all of the  common
securities of Hartford Capital III. Holders of Series C Preferred Securities are
entitled to receive  cumulative  cash  distributions  accruing  from October 26,
2001, the date of issuance, and payable quarterly in arrears

                                      F-20
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7.    COMPANY  OBLIGATED   MANDATORILY   REDEEMABLE   PREFERRED   SECURITIES  OF
      SUBSIDIARY  TRUSTS HOLDING SOLELY JUNIOR  SUBORDINATED  DEBENTURES  (TRUST
      PREFERRED SECURITIES) (CONTINUED)

(A)  DESCRIPTION (CONTINUED)

commencing January 2, 2002 at the annual rate of 7.45% of the stated liquidation
amount of  $25.00  per  Series C  Preferred  Security.  The  Series C  Preferred
Securities  are subject to mandatory  redemption  upon repayment of the Series C
Junior  Subordinated  Debentures  at maturity or upon  earlier  redemption.  The
Hartford has the right to redeem the Hartford Junior Subordinated Debentures (i)
at any time, in whole or in part, at a redemption price equal to the accrued and
unpaid  interest on the Hartford Junior  Subordinated  Debentures so redeemed to
the date fixed for  redemption,  plus the  greater of (a) the  principal  amount
thereof and (b) an amount equal to the interest  and  principal  that would have
been  payable  after the  redemption  date,  discounting  that  amount on a U.S.
Treasury rate basis to present  value,  or (ii) on or after October 26, 2006, in
whole or part, at a redemption price equal to the accrued and unpaid interest on
the Hartford  Junior  Subordinated  Debentures so redeemed to the date fixed for
redemption  plus 100% of the principal  amount,  or (iii) at any time, in whole,
but  not in  part,  upon  the  occurrence  of  certain  specified  events,  at a
redemption price equal to the accrued and unpaid interest on the Hartford Junior
Subordinated Debentures so redeemed to the date fixed for redemption,  plus 100%
of the principal amount thereof, in each case subject to certain conditions.

The Hartford Junior Subordinated  Debentures bear interest at the annual rate of
7.45% of the principal amount,  payable quarterly in arrears  commencing January
2, 2002,  and mature on October  26,  2050.  The  Hartford  Junior  Subordinated
Debentures are unsecured and rank junior and  subordinate in right of payment to
all senior debt of The Hartford and are effectively subordinated to all existing
and future liabilities of its subsidiaries.

The Hartford has the right to defer payments of interest on the Hartford  Junior
Subordinated  Debentures by extending the interest  payment  period for up to 20
consecutive  quarters for each deferral period,  up to the maturity date. During
any such  period,  interest  will  continue to accrue and The  Hartford  may not
declare or pay any cash  dividends or  distributions  on The  Hartford's  common
stock nor make any principal,  interest or premium payments on or repurchase any
debt  securities  that rank pari  passu  with or junior to the  Hartford  Junior
Subordinated  Debentures.  In  the  event  of  failure  to pay  interest  for 30
consecutive  days  (subject  to the  deferral  of any due date in the case of an
extension period),  the Hartford Junior Subordinated  Debentures will become due
and payable.  The Hartford has guaranteed,  on a subordinated  basis, all of the
Hartford  Capital  III  obligations   under  the  Hartford  Series  C  Preferred
Securities, including to pay the redemption price and any accumulated and unpaid
distributions to the extent of available funds and upon dissolution,  winding up
or  liquidation,  but only to the extent that Hartford  Capital III has funds to
make such payments.

On March 6, 2001,  Hartford Life Capital II, a Delaware statutory business trust
formed by HLI, issued  8,000,000,  7.625% Trust Preferred  Securities,  Series B
under its June 1998 shelf registration. The proceeds from the sale of the Series
B  Preferred  Securities  were used to  acquire  $200 of 7.625%  Series B Junior
Subordinated  Debentures  issued by HLI. HLI used the proceeds from the offering
to partially fund the Fortis acquisition.

The Series B Preferred  Securities  represent undivided  beneficial interests in
Hartford Life Capital II's assets,  which consist  solely of the Series B Junior
Subordinated Debentures.  HLI owns all of the common securities of Hartford Life
Capital II.  Holders of Series B Preferred  Securities  are  entitled to receive
cumulative cash distributions accruing from March 6, 2001, the date of issuance,
and payable quarterly in arrears commencing April 15, 2001 at the annual rate of
7.625%  of the  stated  liquidation  amount  of $25.00  per  Series B  Preferred
Security.  The Series B Preferred Securities are subject to mandatory redemption
upon  repayment of the Series B Junior  Subordinated  Debentures  at maturity or
upon  earlier  redemption.  HLI has the  right  to  redeem  the  Series B Junior
Subordinated Debentures on or after March 6, 2006 or earlier upon the occurrence
of certain events.  Holders of Series B Preferred  Securities  generally have no
voting rights.

The Series B Junior Subordinated  Debentures bear interest at the annual rate of
7.625% of the principal amount,  payable  quarterly in arrears  commencing April
15,  2001,  and mature on February 15,  2050.  The Series B Junior  Subordinated
Debentures are unsecured and rank junior and  subordinate in right of payment to
all present and future senior debt of HLI and are  effectively  subordinated  to
all existing and future obligations of HLI subsidiaries.

HLI has the  right at any  time,  and from time to time,  to defer  payments  of
interest  on the  Series  B Junior  Subordinated  Debentures  for a  period  not
exceeding 20 consecutive  quarters up to the debentures'  maturity date.  During
any such period, interest will continue to accrue and HLI may not declare or pay
any cash  dividends or  distributions  on, or purchase,  HLI's capital stock nor
make any  principal,  interest  or premium  payments on or  repurchase  any debt
securities that rank equally with or junior to the Series B Junior  Subordinated
Debentures.  HLI will have the right at any time to dissolve the Trust and cause
the Series B Junior Subordinated  Debentures to be distributed to the holders of
the Series B Preferred Securities.  HLI has guaranteed, on a subordinated basis,
all of the  Hartford  Life Capital II  obligations  under the Series B Preferred
Securities  including  payment of the redemption  price and any  accumulated and
unpaid  distributions  to the extent of  available  funds and upon  dissolution,
winding up or  liquidation  but only to the extent  Hartford Life Capital II has
funds available to make such payments.

On June 29, 1998,  Hartford  Life Capital I, a special  purpose  Delaware  trust
formed by HLI,  issued  10,000,000,  7.2% Trust Preferred  Securities,  Series A
("Series A Preferred  Securities").  The proceeds  from the sale of the Series A
Preferred  Securities  were  used  to  acquire  $250  of 7.2%  Series  A  Junior
Subordinated  Deferrable Interest Debentures ("Junior Subordinated  Debentures")
issued by HLI. HLI used the proceeds from the offering for the retirement of its
outstanding  commercial  paper, for acquisitions and for other general corporate
purposes.
                                      F-21
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7.    COMPANY  OBLIGATED   MANDATORILY   REDEEMABLE   PREFERRED   SECURITIES  OF
      SUBSIDIARY  TRUSTS HOLDING SOLELY JUNIOR  SUBORDINATED  DEBENTURES  (TRUST
      PREFERRED SECURITIES) (CONTINUED)

(A)  DESCRIPTION (CONTINUED)

The Series A Preferred  Securities  represent undivided  beneficial interests in
Hartford  Life  Capital  I's  assets,   which  consist   solely  of  the  Junior
Subordinated Debentures. HLI owns all of the beneficial interests represented by
Series A Common  Securities  of  Hartford  Life  Capital I.  Holders of Series A
Preferred  Securities  are  entitled to receive  cumulative  cash  distributions
accruing  from June 29,  1998,  the date of issuance,  and payable  quarterly in
arrears  commencing  July  15,  1998 at the  annual  rate of 7.2% of the  stated
liquidation amount of $25.00 per Series A Preferred Security.  Holders of Series
A Preferred  Securities  generally have no voting rights. The Series A Preferred
Securities  are subject to  mandatory  redemption  upon  repayment of the Junior
Subordinated Debentures at maturity or upon earlier redemption.

HLI has the right to redeem the Junior  Subordinated  Debentures (i) in whole or
in part on or after June 30, 2003, or (ii) at any time, in whole only,  upon the
occurrence of certain  specified  events.  In either case, the redemption  price
equals the accrued and unpaid interest on the Junior Subordinated  Debentures so
redeemed to the date fixed for redemption plus the principal amount thereof.  In
addition,  prior to June 30, 2003, HLI shall have the right to redeem the Junior
Subordinated  Debentures at any time, in whole or in part, at a redemption price
equal to the accrued and unpaid interest on the Junior  Subordinated  Debentures
so  redeemed  to the date  fixed for  redemption,  plus the  greater  of (a) the
principal  amount  thereof or (b) an amount  equal to the  present  value on the
redemption date of the interest  payments that would have been paid through June
20, 2003, after discounting that amount on a quarterly basis from the originally
scheduled  date for payment,  and the present  value on the  redemption  date of
principal,  after  discounting  that amount on a  quarterly  basis from June 30,
2003, at a discount rate tied to the interest rate on U.S.  Treasury  securities
maturing on June 30, 2003. The Junior  Subordinated  Debentures bear interest at
the annual rate of 7.2% of the principal  amount,  payable  quarterly in arrears
commencing  June 29, 1998, and mature on June 30, 2038. The Junior  Subordinated
Debentures are unsecured and rank junior and  subordinate in right of payment to
all present and future senior debt of HLI and are  effectively  subordinated  to
all existing and future liabilities of its subsidiaries.

HLI has the  right at any  time,  and from time to time,  to defer  payments  of
interest on the Junior  Subordinated  Debentures  for a period not  exceeding 20
consecutive  quarters  up to the  debentures'  maturity  date.  During  any such
period, interest will continue to accrue and HLI may not declare or pay any cash
dividends or  distributions  on, or purchase,  HLI's  capital stock nor make any
principal,  interest or premium  payments on or repurchase  any debt  securities
that rank pari passu with or junior to the Junior Subordinated  Debentures.  HLI
will have the  right at any time to  dissolve  the  Trust  and cause the  Junior
Subordinated  Debentures  to be  distributed  to the  holders  of the  Series  A
Preferred Securities and the Series A Common Securities.  HLI has guaranteed, on
a subordinated  basis, all of the Hartford Life Capital I obligations  under the
Series A Preferred Securities, including payment of the redemption price and any
accumulated and unpaid  distributions  to the extent of available funds and upon
dissolution, winding up or liquidation but only to the extent that Hartford Life
Capital I has funds to make such payments.

On October 30,  1996,  Hartford  Capital II, a special  purpose  Delaware  trust
formed by The Hartford,  issued 20,000,000 Series B, 8.35% Cumulative  Quarterly
Income  Preferred  Securities  ("Series B Preferred  Securities").  The material
terms of the Series B Preferred  Securities  are  substantially  the same as the
Hartford Series A Preferred  Securities described above, except for the rate and
maturity date.  The proceeds from the sale of the Series B Preferred  Securities
were used to acquire $500 of Junior Subordinated Deferrable Interest Debentures,
Series  B  ("Series  B  Debentures"),  issued  by The  Hartford.  The  Series  B
Debentures  bear  interest at the annual rate of 8.35% of the  principal  amount
payable quarterly in arrears commencing December 31, 1996, and mature on October
30, 2026.  The Hartford used the proceeds from the sale of such  debentures  for
general corporate purposes.

The Series B Preferred  Securities were redeemed on December 31, 2001, using the
proceeds  from the  October  2001  Series C  Preferred  Securities.  The Company
incurred an $8, after-tax, extraordinary loss related to unamortized issue costs
associated with the early extinguishment of the Series B Preferred Securities.

On February 28,  1996,  Hartford  Capital I, a special  purpose  Delaware  trust
formed by The Hartford,  issued 20,000,000  Series A, 7.7% Cumulative  Quarterly
Income Preferred  Securities  ("Hartford  Series A Preferred  Securities").  The
proceeds from the sale of Hartford  Series A Preferred  Securities  were used to
acquire $500 of Junior  Subordinated  Deferrable Interest  Debentures,  Series A
("Hartford  Junior  Subordinated  Debentures"),  issued  by  The  Hartford.  The
Hartford  used the  proceeds  from the sale of such  debentures  for the partial
repayment of  outstanding  commercial  paper and short-term  bank  indebtedness.
Hartford Series A Preferred  Securities represent undivided beneficial interests
in the assets of Hartford  Capital I. The  Hartford  owns all of the  beneficial
interests  represented  by Series A Common  Securities  of  Hartford  Capital I.
Holders of  Hartford  Series A  Preferred  Securities  are  entitled  to receive
preferential  cumulative cash distributions  accruing from February 28, 1996 and
payable  quarterly  in arrears  commencing  March 31, 1996 at the annual rate of
7.7% of the  liquidation  amount  of  $25.00  per  Hartford  Series A  Preferred
Security.  Holders of Hartford Series A Preferred Securities have limited voting
rights.  The  Hartford  Series A Preferred  Securities  are subject to mandatory
redemption  upon  repayment of the Hartford  Junior  Subordinated  Debentures at
maturity or their earlier redemption.

The Hartford has the right to redeem the Hartford Junior Subordinated Debentures
(i) at any time, in whole or in part, at a redemption price equal to the accrued
and unpaid interest on the Hartford Junior  Subordinated  Debentures so redeemed
to the date fixed for redemption,  plus the greater of (a) the principal  amount
thereof and (b) an amount equal to the interest and

                                      F-22
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7.    COMPANY  OBLIGATED   MANDATORILY   REDEEMABLE   PREFERRED   SECURITIES  OF
      SUBSIDIARY  TRUSTS HOLDING SOLELY JUNIOR  SUBORDINATED  DEBENTURES  (TRUST
      PREFERRED SECURITIES) (CONTINUED)

(A)  DESCRIPTION (CONTINUED)

principal  that would have been payable after the redemption  date,  discounting
that  amount on a U.S.  Treasury  rate basis to a present  value,  or (ii) on or
after  February 28, 2001, in whole or part,  at a redemption  price equal to the
accrued and unpaid  interest on the Hartford Junior  Subordinated  Debentures so
redeemed  to the date fixed for  redemption  plus 100% of the  principal  amount
thereof,  or (iii) at any time,  in whole only,  upon the  occurrence of certain
specified events, at a redemption price equal to the accrued and unpaid interest
on the Hartford Junior Subordinated Debentures so redeemed to the date fixed for
redemption,  plus 100% of the principal amount thereof,  in each case subject to
certain conditions.

The Hartford Junio