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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    001-32293
  HARTFORD LIFE INSURANCE
    COMPANY
 (Exact name of registrant as
    specified in its charter)
  Connecticut(State or other jurisdiction
    of
    incorporation or organization)

06-0974148(I.R.S. Employer
    Identification No.)   200 Hopmeadow Street, Simsbury, Connecticut 06089
 (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:
 3.75% Secured Medium-Term Notes due 2009 of Hartford Life
    Global Funding
    Trust 2004-001
  Securities registered pursuant to Section 12(g) of the
    Act: None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      Form 10-K




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##### 





CONTENTS
  Item



Description

PagePART I

1.

Business*


51A.

Risk Factors


91B.

Unresolved Staff Comments


222.

Properties*


223.

Legal Proceedings


224.

**PART II

5.

Market for Hartford Life Insurance Companys Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities6.

**7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations*


227A.

Quantitative and Qualitative Disclosures About
    Market Risk


848.

Financial Statements and Supplementary Data


859.

Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


859A.

Controls and Procedures


859B.

Other Information


86PART III

10.

**11.

**12.

**13.

**14.

Principal Accounting Fees and Services


86PART IV

15.

Exhibits, Financial Statement Schedules


86Signatures


II-1Exhibits Index


II-2EX-12.01EX-23.01EX-31.02EX-31.03EX-32.02EX-32.03      *
    
    Item prepared in accordance with General Instruction I
    (2) of
    Form 10-K**
    
    Item omitted in accordance with General Instruction I
    (2) of
    Form 10-K 2




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Forward-Looking
    Statements
      
    significant risks and uncertainties related to the
    Companys current operating environment, which reflects
    continued volatility in financial markets, constrained capital
    and credit markets and uncertainty about the timing and strength
    of an economic recovery and the impact of governmental budgetary
    and regulatory initiatives and whether managements
    initiatives to address these risks will be effective;
    risks associated with our continued execution of steps to
    realign our business and reposition our investment portfolio,
    including the potential need to adjust our plans to take other
    restructuring actions, such as divestitures;
    market risks associated with our business, including changes in
    interest rates, credit spreads, equity prices, foreign exchange
    rates, as well as challenging or deteriorating conditions in key
    sectors such as the commercial real estate market, that have
    pressured our results and are expected to continue to do so in
    2010;
    volatility in our earnings resulting from our recent adjustment
    of our risk management program to emphasize protection of
    statutory surplus;
    the impact on our statutory capital of various factors,
    including many that are outside the Companys control,
    which can in turn affect our credit and financial strength
    ratings, cost of capital, regulatory compliance and other
    aspects of our business and results;
    risks to our business, financial position, prospects and results
    associated with downgrades in the Companys financial
    strength and credit ratings or negative rating actions relating
    to our investments;
    the potential for differing interpretations of the
    methodologies, estimations and assumptions that underlie the
    valuation of the Companys financial instruments that could
    result in changes to investment valuations;
    the subjective determinations that underlie the Companys
    evaluation of
    other-than-temporary
    impairments on
    available-for-sale
    securities;
    losses due to nonperformance or defaults by others;
    the potential for further acceleration of deferred policy
    acquisition cost amortization;
    the potential for further impairments of our goodwill or the
    potential for establishing valuation allowances against deferred
    tax assets;
    the possible occurrence of terrorist attacks and the
    Companys ability to contain its exposure, including the
    effect of the absence or insufficiency of applicable terrorism
    legislation on coverage;
    the possibility of a pandemic or other man-made disaster that
    may adversely affect the Companys businesses and cost and
    availability of reinsurance;
    weather and other natural physical events, including the
    severity and frequency of storms, hail, snowfall and other
    winter conditions, natural disasters such as hurricanes and
    earthquakes, as well as climate change, including effects on
    weather patterns, greenhouse gases, sea, land and air
    temperatures, sea levels, rain and snow; 3




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
    the response of reinsurance companies under reinsurance
    contracts and the availability, pricing and adequacy of
    reinsurance to protect the Company against losses;
    the possibility of unfavorable loss development;
    actions by our competitors, many of which are larger or have
    greater financial resources than we do;
    the costs, compliance and other consequences of The
    Hartfords participation in the Capital Purchase Program
    under the Emergency Economic Stabilization Act of 2008 and the
    eventual repayment thereof;
    unfavorable judicial or legislative developments;
    the potential effect of domestic and foreign regulatory
    developments, including those that could adversely impact the
    demand for the Companys products, operating costs and
    required capital levels, including changes to statutory reserves
    and/or
    risk-based capital requirements related to secondary guarantees
    under universal life and variable annuity products;
    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 ability of the Companys subsidiaries to pay dividends
    to the Company;
    the Companys ability to maintain the availability of its
    systems and safeguard the security of its data in the event of a
    disaster or other unanticipated events;
    the potential for difficulties arising from outsourcing
    relationships;
    the impact of potential changes in federal or state tax laws,
    including changes affecting the availability of the separate
    account dividend received deduction;
    the impact of potential changes in accounting principles and
    related financial reporting requirements;
    the Companys ability to protect its intellectual property
    and defend against claims of infringement; and
    other factors described in such forward-looking statements.   4




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PART I  Item 1.
    BUSINESS (Dollar Amounts In Millions, Unless Otherwise
    Stated)
  General
    Reporting
    Segments
      Life
    Principal Products
        not-for-profit
   5




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Life
    Distribution
          Life
    Competition
     6




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Reserves
    Ceded
    Reinsurance
   7




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Investment
    Operations
    Regulation
    and Premium Rates
        Intellectual
    Property
     8




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Item 1A.
    RISK
    FACTORS    Our
    operating environment remains challenging in light of
    uncertainty about the timing and strength of an economic
    recovery and the impact of governmental budgetary and regulatory
    initiatives. The steps we have taken to realign our businesses
    and strengthen our capital position may not be adequate to
    mitigate the financial, competitive and other risks associated
    with our operating environment, particularly if economic
    conditions deteriorate from their current levels or regulatory
    requirements change significantly, and we may be required to or
    we may seek to raise additional capital or take other strategic
    or financial actions that could adversely affect our business
    and results or trading prices for The Hartfords common
    stock.
       9




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We are
    exposed to significant financial and capital markets risk,
    including changes in interest rates, credit spreads, equity
    prices, foreign exchange rates and global real estate market
    deterioration which may have a material adverse effect on our
    results of operations, financial condition and
    liquidity.
        other-than-temporary period-to-period
 10




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sub-sectors
  non-U.S. non-U.S. non-U.S.
         11




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Our
    adjustment of our risk management program relating to products
    we offer with guaranteed benefits to emphasize protection of
    statutory surplus will likely result in greater U.S. GAAP
    volatility in our earnings and potentially material charges to
    net income in periods of rising equity market pricing
    levels.
    The
    amount of statutory capital that we have and the amount of
    statutory capital that we must hold to maintain our financial
    strength and credit ratings and meet other requirements can vary
    significantly from time to time and is sensitive to a number of
    factors outside of our control, including equity market, credit
    market, interest rate and foreign currency conditions, changes
    in policyholder behavior and changes in rating agency
    models.
     12




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We have
    experienced and may experience additional future downgrades in
    our financial strength or credit ratings, which may make our
    products less attractive, increase our cost of capital and
    inhibit our ability to refinance our debt, which would have a
    material adverse effect on our business, results of operations,
    financial condition and liquidity.
        Our
    valuations of many of our financial instruments include
    methodologies, estimations and assumptions that are subject to
    differing interpretations and could result in changes to
    investment valuations that may materially adversely affect our
    results of operations and financial condition.
      and/or
 13




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period-to-period
  Evaluation
    of
    available-for-sale
    securities for other than temporary impairment involves
    subjective determinations and could materially impact our
    results of operations.
  and/or
    
    the length of time and the extent to which the fair value has
    been less than cost or amortized cost;
    changes in the financial condition, credit rating and near-term
    prospects of the issuer;
    whether the issuer is current on contractually obligated
    interest and principal payments;
    changes in the financial condition of the securitys
    underlying collateral;
    the payment structure of the security;
    the potential for impairments in an entire industry sector or
    sub-sector;
    the potential for impairments in certain economically depressed
    geographic locations;
    the potential for impairments of securities where the issuer,
    series of issuers or industry has suffered a catastrophic type
    of loss or has exhausted natural resources;
    unfavorable changes in forecasted cash flows on mortgage-backed
    and asset-backed securities;
    for mortgage-backed and asset-backed securities, commercial and
    residential property value declines that vary by property type
    and location and average cumulative collateral loss rates that
    vary by vintage year;
    other subjective factors, including concentrations and
    information obtained from regulators and rating agencies;
    our intent to sell a debt or an equity security with debt-like
    characteristics (collectively, debt security) or
    whether it is more likely than not that the Company will be
    required to sell the debt security before its anticipated
    recovery; and
    our intent and ability to retain an equity security without
    debt-like characteristics for a period of time sufficient to
    allow for the recovery of its value. 14




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Losses
    due to nonperformance or defaults by others, including issuers
    of investment securities (which include structured securities
    such as commercial mortgage backed securities and residential
    mortgage backed securities or other high yielding bonds),
    mortgage loans, or reinsurance and derivative instrument
    counterparties, could have a material adverse effect on the
    value of our investments, results of operations, financial
    condition and cash flows.
        If
    assumptions used in estimating future gross profits differ from
    actual experience, we may be required to accelerate the
    amortization of DAC and increase reserves for guaranteed minimum
    death and income benefits, which could have a material adverse
    effect on our results of operations and financial
    condition.
   15




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If our
    businesses do not perform well, we may be required to recognize
    an impairment of our goodwill or to establish a valuation
    allowance against the deferred income tax asset, which could
    have a material adverse effect on our results of operations and
    financial condition.
    The
    occurrence of one or more terrorist attacks or the threat of
    terrorism in general may have a material adverse effect on our
    business, consolidated operating results, financial condition
    and liquidity.
    We are
    particularly vulnerable to losses from the incidence and
    severity of catastrophes, both natural and
    man-made,
    the occurrence of which may have a material adverse effect on
    our financial condition, consolidated results of operations and
    liquidity.
  man-made
 16




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We may
    incur losses due to our reinsurers unwillingness or
    inability to meet their obligations under reinsurance contracts
    and the availability, pricing and adequacy of reinsurance may
    not be sufficient to protect us against losses.
    Our
    consolidated results of operations, financial condition and cash
    flows may be materially adversely affected by unfavorable loss
    development.
    Competitive
    activity may adversely affect our market share and financial
    results, which could have a material adverse effect on our
    business, results of operations and financial
    condition.
   17




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The
    Hartfords participation in the CPP subjects us to
    additional restrictions, oversight and cost that could
    materially affect our business, results and prospects.
    
    The Hartfords continued participation in the CPP, even as
    other financial institutions have repaid their government
    assistance, may cause us to be perceived as having greater
    capital needs and weaker overall financial prospects than those
    of our competitors that have not participated in the CPP, which
    could adversely affect our competitive position and results,
    including new product sales and policy retention rates,and affect trading prices for the Hartfords common
    stock.
    As a condition to The Hartfords participation in CPP, The
    Hartford acquired Federal Trust Corporation, the parent company
    of Federal Trust Bank (FTB), a federally
    chartered, FDIC-insured thrift. As a member of a savings and
    loan holding company, we are subject to regulation, supervision
    and examination by the Office of Thrift Supervision
    (OTS) and OTS reporting requirements. All of our
    activities must be financially-related activities as defined by
    federal law (which includes insurance activities), and OTS has
    enforcement authority over us, including the right to pursue
    administrative orders or penalties and the right to restrict or
    prohibit activities determined by OTS to be a serious risk to
    FTB. The Hartford must also be a source of strength to FTB,
    which could require further capital contributions.
    Receipt of CPP funds subjects us to restrictions, oversight and
    costs that may have an adverse impact on our business results or
    the trading prices for The Hartfords common stock. For
    example, we are subject to significant limitations on the amount
    and form of bonus, retention and other incentive compensation
    that we may pay to executive officers and senior management.
    These provisions may adversely affect our ability to attract and
    retain executive officers and other key personnel. Other
    regulatory initiatives applicable to participants in federal
    funding programs may also be forthcoming. Compliance with such
    current and potential regulation and scrutiny may significantly
    increase our costs, impede the efficiency of our internal
    business processes, require us to increase our regulatory
    capital and limit our ability to pursue business opportunities
    in an efficient manner.
    Future federal statutes may adversely affect the terms of the
    CPP that are applicable to us, and the Treasury may amend the
    terms of our agreement unilaterally if required by future
    statutes, including in a manner materially adverse to us.
    While The Hartfords eventual objective is to repay the CPP
    funds invested in us, its ability to do so is subject to federal
    regulatory approvals that may impose significant conditions,
    including a requirement that it raises additional capital, and
    we cannot predict whether or when The Hartford may reach
    agreement with the federal regulators with respect to the terms
    of its repayment. The Hartfords ability to raise capital
    as a condition to repayment will in turn depend on a variety of
    considerations, including its capital resources and market
    conditions at the time, as well as the terms on which it could
    raise capital, including the potential dilutive impact on
    shareholders. 18




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We may
    experience unfavorable judicial or legislative developments that
    could have a material adverse effect on our results of
    operations, financial condition and liquidity.
    Potential
    changes in domestic and foreign regulation may increase our
    business costs and required capital levels, which could have a
    material adverse effect on our business, consolidated operating
    results, financial condition and liquidity.
  non-U.S. laws
    
    licensing companies and agents to transact business;
    calculating the value of assets to determine compliance with
    statutory requirements;
    mandating certain insurance benefits;
    regulating certain premium rates;
    reviewing and approving policy forms;
    regulating unfair trade and claims practices, including through
    the imposition of restrictions on marketing and sales practices,
    distribution arrangements and payment of inducements;
    establishing statutory capital and reserve requirements and
    solvency standards;
    fixing maximum interest rates on insurance policy loans and
    minimum rates for guaranteed crediting rates on life insurance
    policies and annuity contracts;
    approving changes in control of insurance companies;
    restricting the payment of dividends and other transactions
    between affiliates;
    establishing assessments and surcharges for guaranty funds,
    second-injury funds and other mandatory pooling arrangements;
    requiring insurers to dividend to policy holders any excess
    profits; and
    regulating the types, amounts and valuation of investments.   19




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We may
    experience difficulty in marketing and distributing products
    through our current and future distribution channels.
    Our
    business, results of operations, financial condition and
    liquidity may be adversely affected by the emergence of
    unexpected and unintended claim and coverage issues.
    Limits on
    the ability of our insurance subsidiaries to pay dividends to us
    could have a material adverse effect on our liquidity.
    If we are
    unable to maintain the availability of our systems and safeguard
    the security of our data due to the occurrence of disasters or
    other unanticipated events, our ability to conduct business may
    be compromised, which may have a material adverse effect on our
    business, consolidated results of operations, financial
    condition or cash flows.
   20




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If we
    experience difficulties arising from outsourcing relationships,
    our ability to conduct business may be compromised.
    Potential
    changes in federal or state tax laws, including changes
    impacting the availability of the separate account dividend
    received deduction, could adversely affect our business,
    consolidated operating results or financial condition or
    liquidity.
    and/or and/or and/or
  Changes
    in accounting principles and financial reporting requirements
    could result in material changes to our reported results and
    financial condition.
    We may
    not be able to protect our intellectual property and may be
    subject to infringement claims.
     21




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Item 1B.
    UNRESOLVED
    STAFF COMMENTS    Item 2.
    PROPERTIES    Item 3.
    LEGAL
    PROCEEDINGS    Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  (Dollar amounts in millions, unless otherwise stated)
  page F-1.
  INDEX
  Consolidated Results of Operations

23

Institutional

50Outlook

25

Other

53Critical Accounting Estimates

28

Investment Results

54Overview

37

Investment Credit Risk

57Key Performance Measures and Ratios

38

Capital Markets Risk Management

69Retail

41

Capital Resources and Liquidity

78Individual Life

45

Impact of New Accounting Standards

84Retirement Plans

48  22




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CONSOLIDATED
    RESULTS OF OPERATIONS  Operating
    Summary
  2009


2008


2007Fee income and other

$
3,752


$
4,155


$
4,470Earned premiums


377



984



983Net investment incomeSecurities
    available-for-sale
    and other


2,505



2,588



3,056Equity securities, trading(3)


343



(246
)


1Total net investment income


2,848



2,342



3,057Net realized capital gains (losses):Total
    other-than-impairment
    (OTTI) losses


(1,722
)


(1,888
)


(339
)OTTI losses recognized to other comprehensive income


530







Net OTTI losses recognized in earnings


(1,192
)


(1,888
)


(339
)Net realized capital gains (losses), excluding net OTTI losses
    recognized in earnings


315



(3,875
)


(595
)Total net realized capital losses


(877
)


(5,763
)


(934
)Total revenues(1)


6,100



1,718



7,576Benefits, losses and loss adjustment expenses


3,716



4,047



3,982Benefits, losses and loss adjustment expenses 
    returns credited on International unit  linked bonds
    and pension products(3)


343



(246
)


1Insurance operating costs and other expenses


1,850



1,940



1,832Amortization of deferred policy acquisition costs and present
    value of future profits


3,727



1,620



605Goodwill impairment






184



Dividends to policyholders


12



13



11Total benefits, claims and expenses


9,648



7,558



6,431Income (loss) before income taxes


(3,548
)


(5,840
)


1,145Income tax expense (benefit)


(1,401
)


(2,181
)


252Net income (loss)(2)

$
(2,147
)

$
(3,659
)

$
893Net (income) loss attributable to the noncontrolling
    interest


(10
)


105



(7
)Net income (loss) attributable to Hartford Life Insurance
    Company

$
(2,157
)

$
(3,554
)

$
886     (1)
    
    The transition impact related to the adoption of fair value
    accounting guidance was a reduction in revenues of $788, for
    year ended December 31, 2008.(2)
    
    The transition impact related to the adoption of fair value
    accounting guidance was a reduction in net income of $311 for
    the year ended December 31, 2008.(3)
    
    Net investment income includes investment income and
    mark-to-market
    effects of equity securities, trading, supporting the
    international variable annuity business, which are classified in
    net investment income with corresponding amounts credited to
    policy holders.  Year
    ended December 31, 2009 compared to the year ended
    December 31, 2008
    
    Lower realized losses were primarily due to lower net losses
    from impairments on investment securities, as well as decreased
    credit related losses and gains on GMWB/GMIB/GMAB reinsurance
    compared to 2008 and the impact of the adoption of fair value
    accounting guidance in 2008. For further discussion on refer to
    Note 16 Transactions with Affiliates. 23




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
    In the fourth quarter of 2009, Retail recorded a DAC Unlock of
    $1.9 billion, pre-tax at the inception of a reinsurance
    transaction with an affiliated captive reinsurer. For further
    discussions refer to Note 16.
    Earned premiums declined in Other as a result of ceded premiums
    upon inception of an October 1st reinsurance
    transaction with an affiliated captive reinsurer. For further
    discussions on transaction with affiliates, refer to
    Note 16. Additionally, declines resulted from ratings
    downgrades in the later half of 2008 restricting sales of payout
    annuities within Institutional and a corresponding decrease in
    losses and loss adjustment expenses.
    Fee income and other decreased as a result of the decline in
    average account values of the variable annuity and mutual fund
    assets in Retail.
    In the fourth quarter of 2009, the Company recorded an increase
    in benefits, losses and loss adjustments expense as a result of
    a reinsurance transaction with an affiliated captive reinsurer.
    For further discussions on transaction with affiliates, refer to
    Note 16. Interest credited recorded in Retail decreased by
    $152.  Year
    ended December 31, 2008 compared to the year ended
    December 31, 2007
    
    Realized losses increased as compared to the comparable prior
    year period primarily due to net losses from impairments on
    investment securities as well as increased credit related losses
    and increased losses on GMWB/GMIB/GMAB reinsurance and the
    adoption of fair value guidance.
    Life recorded a DAC Unlock charge of $825, after-tax, during the
    third quarter of 2008 as compared to a DAC Unlock benefit of
    $188, after tax, during the third quarter of 2007. See Critical
    Accounting Estimates with Managements Discussion and Analysis
    for a further discussion on the DAC Unlock.
    Declines in assets under management in Retail, primarily driven
    by market depreciation of $37.8 billion for Individual
    Annuity and $20.2 billion for retail mutual funds during
    2008, drove declines in fee income compared to 2007.
    Net investment income on securities,
    available-for-sale,
    and other declined primarily due to declines in limited
    partnership and other alternative investment income and a
    decrease in investment yield for fixed maturities.  Net
    Realized Capital Gains and Losses
    Income
    Taxes
    true-up true-up
  2007-61,
 24




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2007-61 2007-54,
  true-ups
 OUTLOOK  Retail
           25




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Individual
    Life
         26




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Retirement
    Plans
        Institutional
       27




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CRITICAL
    ACCOUNTING ESTIMATES    other-than-temporary available-for-sale
  Estimated
    Gross Profits Used in the Valuation and Amortization of Assets
    and Liabilities Associated with Variable Annuity and Other
    Universal Life-Type Contracts
         28




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Unlocks
    For
    the year ended 2009:
   Death andInsuranceSegment







BenefitAfter-tax (Charge) Benefit

DAC


URR


Reserves(1)


SIA


Total(2)Retail(4)

$
(1,682
)

$
78


$
(158
)

$
(180
)

$
(1,942
)Retirement Plans


(55
)










(1
)


(56
)Individual Life


(100
)


54



(4
)






(50
)Institutional


(1
)














(1
)Other(3)


(77
)


6



(17
)


(8
)


(96
)Total

$
(1,915
)

$
138


$
(179
)

$
(189
)

$
(2,145
)     (1)
    
    As a result of the Unlock, Retail reserves increased $522,
    pre-tax, offset by an increase in reinsurance recoverables of
    $279, pre-tax.(2)
    
    The most significant contributor to the Unlock was a result of
    actual separate account returns being significantly below our
    aggregated estimated return.(3)
    
    Includes $(49) related to DAC recoverability impairment
    associated with the decision to suspend sales in the U.K.
    variable annuity business.(4)
    
    Includes $(1.3) billion related to reinsurance of a block
    of in-force and prospective U.S. variable annuities and the
    associated GMDB and GMWB riders with an affiliated captive
    reinsurer.  For
    the year ended 2008:
  Death andInsuranceSegment







BenefitAfter-tax (Charge) Benefit

DAC


URR


Reserves(1)


SIA


Total(2)Retail

$
(648
)

$
18


$
(75
)

$
(27
)

$
(732
)Retirement Plans


(49
)














(49
)Individual Life


(29
)


(12
)


(3
)






(44
)Total

$
(726
)

$
6


$
(78
)

$
(27
)

$
(825
)     (1)
    
    As a result of the Unlock, Retail reserves increased $389,
    pre-tax, offset by an increase in reinsurance recoverables of
    $273, pre-tax.(2)
    
    The most significant contributors to the Unlock were:  
    Actual separate account returns were significantly below our
    aggregated estimated return.
    The Company reduced its 20 year projected separate
    account return assumption from 7.8% to 7.2% in the U.S.
    Retirement Plans reduced its estimate of future fees as plans
    met contractual size limits (breakpoints), causing a
    lower fee schedule to apply, and the Company increased its
    assumption for future deposits by existing plan participants. 30




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##### Table of Contents



For
    the year ended 2007:
  Death andInsuranceSegment







BenefitAfter-tax (Charge) Benefit

DAC


URR


Reserves(1)


SIA


Total(2)Retail

$
180


$
(5
)

$
(4
)

$
9


$
180Retirement Plans


(9
)














(9
)Individual Life


24



(8
)










16Institutional


1















1Total

$
196


$
(13
)

$
(4
)

$
9


$
188     (1)
    
    As a result of the Unlock, Retail reserves decreased $4,
    pre-tax, offset by a decrease, in reinsurance recoverables of
    $10, pre-tax.(2)
    
    The most significant contributors to the Unlock were:  
    Actual separate account returns were above our aggregated
    estimated return.
    During the third quarter of 2007, the Company estimated gross
    profits using the mean of EGPs derived from a set of stochastic
    scenarios that have been calibrated to our estimated separate
    account return as compared to prior year where we used a single
    deterministic estimation. The impact of this change in
    estimation was a benefit of $20, after-tax, for
    U.S. variable annuities.
    Dynamic lapse behavior assumptions, reflecting that lapse
    behavior will be different depending upon market movements,
    along with other base lapse rate assumption changes resulted in
    an approximate benefit of $40, after-tax, for U.S. variable
    annuities.  Living
    Benefits Required to be Fair Valued (in Other Policyholder Funds
    and Benefits Payable)
      Best
    Estimate Claims Costs
   31




---



##### Table of Contents




    risk-free rates as represented by the current LIBOR forward
    curve rates;
    forward market volatility assumptions for each underlying index
    based primarily on a blend of observed market implied
    volatility data;
    correlations of market returns across underlying indices based
    on actual observed market returns and relationships over the ten
    years preceding the valuation date;
    three years of history for fund regression; and
    current risk-free spot rates as represented by the current LIBOR
    spot curve to determine the present value of expected future
    cash flows produced in the stochastic projection process.      Credit
    Standing Adjustment
    Margins
     32




---



##### Table of Contents




    The relative outperformance (underperformance) of the underlying
    actively managed funds as compared to their respective indices
    resulting in a pre-tax gain/(loss) of approximately $481, $
    (355), and $(2), respectively.    
    Updates to assumptions, including policyholder behavior
    resulting in a pre-tax loss of approximately $ (264) for
    the year ended December 31, 2009; and
    The credit standing adjustment (described above), resulting in a
    pre-tax gain (loss) of approximately $155 and $(115) for the
    years ended December 31, 2009 and 2008.  Valuation
    of Investments and Derivative Instruments
  available-for-sale
  Available-for-Sale
    Securities and Short-Term Investments
  and/or Available-for-Sale
 33




---



##### Table of Contents



Quoted Prices in


Significant


SignificantActive Markets for


Observable


UnobservableIdentical Assets


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


TotalPriced via third party pricing services

$
438


$
30,945


$
1,448


$
32,831Priced via independent broker quotations










3,101



3,101Priced via matrices










4,542



4,542Priced via other methods(1)










348



348Short-term investments


3,785



1,343







5,128Total

$
4,223


$
32,288


$
9,439


$
45,950% of Total


9.2
%


70.3
%


20.5
%


100.0
%     (1)
    
    Represents securities for which adjustments were made to reduce
    prices received from third parties and certain private equity
    investments that are carried at the Companys determination
    of fair value from inception.    Valuation
    of Derivative Instruments, excluding embedded derivatives within
    liability contracts and reinsurance related
    derivatives
      Notional Value


Fair ValueQuoted prices in active markets for identical assets
    (Level 1)

$
2,276


$
6Significant observable inputs (Level 2)


29,764



(41
)Significant unobservable inputs (Level 3)


42,533



368Total

$
74,573


$
333  34




---



##### Table of Contents



Notional Value


Fair ValueCredit derivatives

$
2,782


$
(162
)Interest derivatives


2,591



(2
)Equity derivatives


37,136



532Other


24



Total Level 3

$
42,533


$
368     Other-Than-Temporary
    Impairments and Valuation Allowances on
    Investments
  other-than-temporary Other-Than-Temporary
  Goodwill
    Impairment
      December 31,


December 31,2009


2008Retail  Other


159



159Retirement(1)


87



79Individual Life


224



224Total


470



462     (1)
    
    In 2009, the Company added $8 of goodwill related to a
    contingent earnout provisions. 35




---



##### Table of Contents



Valuation
    Allowance on Deferred Tax Assets
     36




---



##### Table of Contents



OVERVIEW             37




---



##### Table of Contents



KEY
    PERFORMANCE MEASURES AND RATIOS  DAC
    amortization ratio
    Fee
    Income
    Net
    Investment Spread
   38




---



##### Table of Contents



Expenses
    Profitability
    39




---



##### Table of Contents



Ratios

2009

2008

2007RetailIndividual annuity return on assets (ROA)

(214.8) bps

(119.3) bps

58.8 bpsEffect of net realized gains (losses), net of tax and DAC on ROA

(42.1) bps

(96.6) bps

(14.7) bpsEffect of DAC Unlock on ROA(1)

(213.1) bps

(67.9) bps

15.7 bpsROA excluding realized gains (losses) and DAC Unlock(2)

40.4 bps

45.2 bps

56.5 bpsRetirement PlansRetirement Plans (ROA)

(54.8) bps

(47.9) bps

22.9 bpsEffect of net realized gains (losses), net of tax and DAC on ROA

(44.8) bps

(51.5) bps

(10.5) bpsEffect of DAC Unlock on ROA(1)

(13.8) bps

(15.0) bps

(3.4) bpsROA excluding realized gains (losses) and DAC Unlock

3.8 bps

18.6 bps

36.8 bpsInstitutionalInstitutional (ROA)

(93.9)  bps

(84.0) bps

2.2 bpsEffect of net realized gains (losses), net of tax and DAC on ROA

(85.2)  bps

(84.8) bps

(23.4) bpsEffect of DAC Unlock on ROA(1)

(0.2)  bps

 bps

0.3 bpsROA excluding realized gains (losses) and DAC Unlock

(8.5)  bps

0.8 bps

25.1 bpsIndividual LifeAfter-tax margin

0.8%

(5.5)%

16.3%Effect of net realized gains (losses), net of tax and DAC on
    after-tax margin

(6.6)%

(13.7)%

(0.7)%Effect of DAC Unlock on after-tax margin(1)

(5.2)%

(5.0)%

1.5%After-tax margin excluding realized gains (losses) andDAC Unlock

12.6%

13.2%

15.5%     (1)
    
    See Unlocks within the Critical Accounting Estimates section of
    the MD&A(2)
    
    Excludes the effect of the October
    1st

    reinsurance transaction with an affiliated captive reinsurer.
    Refer to Note 16 Transactions with Affiliates.  Year
    ended December 31, 2009 compared to year ended
    December 31, 2008
  
    The decrease in Individual Annuitys ROA, excluding
    realized gains (losses) and the effect of the DAC Unlock,
    reflects significant losses on limited partnership and other
    alternative investments, a higher DAC amortization rate and
    lower investment spread in 2009. Return on assets in Retail is
    expected to be lower in the future due to cession of a large
    block of variable annuity contracts to an affiliate in the
    fourth quarter of 2009.
    The decrease in Retirement Plans ROA, excluding realized losses
    and DAC Unlock was primarily driven by lower returns on fixed
    maturities and a full year of activity from the business
    acquired in 2008, which produce a lower ROA as they are
    primarily mutual fund businesses.
    The decrease in Institutionals ROA, excluding realized
    gains (losses), is primarily due to lower yields on investments. 40




---



##### Table of Contents




    The decrease in Individual Lifes after-tax margin,
    excluding realized gains (losses) and the effect of the DAC
    Unlock, was primarily due to higher DAC amortization rate,
    partially offset by lower effective tax rate and lower operating
    expenses.  Year
    ended December 31, 2008 compared to year ended
    December 31, 2007
  
    The decrease in Retail  Individual annuity ROA,
    excluding realized gains (losses) and the effect of the DAC
    Unlock, reflects the write-off of goodwill, lower limited
    partnership and other alternative investment income, and the net
    effect of lower fees.
    The decrease in Retirement Plans ROA, excluding realized gains
    (losses) and the effect of the DAC Unlock, was primarily driven
    by an increase in assets under management due to the acquired
    rights to service $18.7 billion in mutual funds, comprised
    of $15.8 billion in mutual funds from Sun Life Retirement
    Services, Inc., and $2.9 billion in mutual funds from
    Princeton Retirement Group, both of which closed in the first
    quarter of 2008. The acquired blocks of assets produce a lower
    ROA as they are comprised of mutual fund assets and assets under
    administration as opposed to traditional annuity contracts. Also
    contributing to the decrease was lower yields on fixed maturity
    investments and a decline in limited partnership and other
    alternative investments income, as well as higher service and
    technology costs. Partially offsetting these decreases were tax
    benefits primarily associated with DRD.
    The decrease in Institutionals ROA, excluding realized
    gains (losses), is primarily due to a decline in limited
    partnership and other alternative investment income. The
    decrease is also due to unfavorable mortality and lower yields
    on fixed maturity investments.
    The decrease in Individual Lifes after-tax margin,
    excluding realized gains (losses) and the effect of the DAC
    Unlock, was primarily due to unfavorable mortality expense,
    partially offset by lower DAC amortization rate. RETAIL  Operating
    Summary
  2009


2008


2007Fee income and other

$
2,117


$
2,681


$
3,039Earned premiums


(7
)


(4
)


(62
)Net investment income


756



755



810Net realized capital losses


(491
)


(1,911
)


(381
)Total revenues(1)


2,375



1,521



3,406Benefits, losses, and loss adjustment expenses


1,374



1,008



820Insurance operating costs and other expenses


972



1,124



1,160Amortization of deferred policy acquisition costs and present
    value of future profits


3,239



1,347



404Goodwill impairment






184



Total benefits, losses and expenses


5,585



3,663



2,384Income (loss) before income taxes


(3,210
)


(2,142
)


1,022Income tax expense (benefit)


(1,281
)


(894
)


213Net income (loss)(2)

$
(1,929
)

$
(1,248
)

$
809   41




---



##### Table of Contents



Assets Under Management

2009


2008


2007Individual variable annuity account values

$
84,679


$
74,578


$
119,071Individual fixed annuity and other account values(3)


12,110



11,278



10,243Other retail products account values






398



677Total Account Values

$
96,789


$
86,254


$
129,991Retail mutual fund assets under management


42,829



31,032



48,383Other mutual fund assets under management


1,202



1,678



2,113Total mutual fund assets under management


44,031



32,710



50,496Total assets under management

$
140,820


$
118,964


$
180,487   Account Value and Assets Under Management Roll-Forward

2009


2008


2007Retail Individual Variable AnnuitiesAccount value, beginning of period

$
74,578


$
119,071


$
114,365Net flows


(7,122
)


(6,235
)


(2,733
)Change in market value and other


17,223



(38,258
)


7,439Account value, end of period

$
84,679


$
74,578


$
119,071Retail Mutual FundsAssets under management, beginning of period

$
31,032


$
48,383


$
38,536Net sales


2,004



2,840



5,545Change in market value and other


9,793



(20,191
)


4,302Assets under management, end of period

$
42,829


$
31,032


$
48,383   Net Investment Spread

2009


2008


2007Individual Annuity


20 bps



72 bps



173 bps   Expense Ratios

2009


2008


2007Individual Variable AnnuitiesGeneral insurance expense ratio (individual annuity)


21.0 bps



21.0 bps



17.9 bpsDAC amortization ratio (individual annuity)(4)


692.2
%


164.0
%


25.4
%DAC amortization ratio (individual annuity) excluding DAC
    unlock(4),(5)


62.4
%


50.9
%


49.4
%     (1)
    
    For the year ended December 31, 2008, the transition impact
    related to the adoption of fair value guidance was a reduction
    in revenues of $616. For further discussion of the fair value
    guidance transition impact, refer to Note 3 in the Notes to
    the Consolidated Financial Statements.(2)
    
    For the year ended December 31, 2008, the transition impact
    related to the fair value guidance was a reduction in net income
    of $209. For further discussion of the fair value guidance
    transition impact, refer to Note 3 in the Notes to the
    Consolidated Financial Statements.(3)
    
    Includes policyholders balances for investment contracts
    and reserves for future policy benefits for insurance contracts(4)
    
    Excludes the effects of realized gains and losses.(5)
    
    See Unlock in the Critical Accounting Estimates section of the
    MD&A.   42




---



##### Table of Contents



Year
    ended December 31, 2009 compared to the year ended
    December 31, 2008
      Fee income and other



Fee income and other decreased $564 primarily as a result of
    lower variable annuity and mutual fund fee income due to a
    decline in average account values. Average variable annuity
    account values declined from $99.8 billion in 2008 to $77
    billion in 2009 driven by net outflows of $7.1 billion during
    2009 as well as the effect of the equity market declines.  Net
    outflows were driven by surrender activity resulting from the
    aging of the variable annuity in-force block of business; lower
    deposits driven by increased competition, particularly
    competition related to guaranteed living benefits, and
    volatility in the equity markets.  Average retail mutual fund
    assets under management declined from $42.4 billion to
    $35.5 billion driven primarily by the effect of the equity
    market declines, partially offset by net flows of $2.0 billion
    during 2009.Net investment income



Net investment income in 2009 was relatively consistent with
    2008 as increased derivative income and an increase in general
    account assets was largely offset by a greater percentage of
    assets in short-term investments, lower yields on fixed
    maturities and greater losses on limited partnerships and other
    alternative investments..Net investment spread



The drop in net investment spread is primarily related to lower
    earnings on fixed maturities and lower partnership returns,Realized capital losses



Net realized capital losses decreased as a result of the
    recognition of $1.5 billion of gains on GMWB derivatives in 2009
    compared with losses of $631 in 2008; the transition impact
    related to the adoption of fair value accounting guidance, which
    resulted in losses of $616 in 2008; and impairment losses of
    $263 in 2009 compared with $474 in 2008. Partially offsetting
    these items were losses of $733 in 2009 related to the
    Companys macro hedge program compared with gains of $40 in
    2008; losses of $183 related to the affiliated captive
    reinsurance transaction and net losses on sales of $329 in 2009
    compared with net losses of $31 in 2008.Benefits, losses and loss adjustment expenses



Benefits, losses and loss adjustment expenses increased
    primarily as a result of the net impact of the Unlocks over the
    last twelve months, which increased the benefit ratio used in
    the calculation of GMDB reserves.Insurance operating costs and other expenses



Insurance operating costs and other expenses decreased primarily
    as a result of lower asset based trail commissions due to equity
    market declines as well as ongoing efforts to actively reduce
    operating expenses.General insurance expense ratio



The general insurance expense ratio has remained flat as a
    result of managements efforts to reduce expenses, offset
    by a decline in the average asset base.Amortization of DAC



Amortization of DAC increased primarily due to the write-off of
    DAC related to the variable annuity business reinsured to an
    affiliated captive reinsurer as well as a higher individual
    annuity DAC amortization rate in 2009 as compared to 2008 due
    primarily to Unlock assumption changes made in 2008 and 2009 and
    lower gross profits in 2009. Additionally, the adoption of fair
    value 43




---



##### Table of Contents



accounting guidance at the beginning of the first quarter of
    2008 resulted in a DAC benefit.DAC amortization ratio, excluding DAC Unlocks



The Retail DAC amortization ratio (Individual Annuity) excluding
    realized losses, DAC Unlocks including the Unlock of DAC related
    to the variable annuity business reinsured to an affiliated
    captive reinsurer increased due to the lower fee income due to
    declines in average account value and lower net investment
    income due to a greater percentage of fixed maturities being
    held in short-term investments and lower returns on limited
    partnerships and other alternative investments.Income tax expense (benefit)



The income tax benefit is primarily due to the pre-tax losses
    driven by the factors discussed previously. 2009 included a
    higher DRD benefit than 2008. The difference from a 35% tax rate
    is primarily due to the recognition of tax benefits associated
    with the DRD and foreign tax credits.   Year
    ended December 31, 2008 compared to the year ended
    December 31, 2007
    Fee income and other



Fee income and other decreased primarily as a result of lower
    variable annuity fee income of $342 due to a decline in average
    account values. The decrease in average variable annuity account
    values can be attributed to market depreciation of $38.3 billion
    and net outflows of $6.2 billion during the year. Net outflows
    were driven by surrender activity due to the aging of the
    variable annuity in-force block of business, volatility in the
    equity markets and increased sales competition, particularly
    competition related to guaranteed living benefits. Also
    contributing to the decrease in fee income was lower mutual fund
    fees due to declining assets under management primarily driven
    by market depreciation of $20.1 billion, partially offset by
    $2.8 billion of net flows.Earned Premiums



Earned Premiums increased primarily due to an increase in life
    contingent premiums combined with a decrease in reinsurance
    premiums as a result of the lapsing of business covered by
    reinsurance and the significant decline in the equity markets.Net investment income



Net investment income was lower primarily due to a $77 decline
    in income from limited partnerships and other alternative
    investments, combined with lower yields on fixed maturity
    investments due to interest rate declines, partially offset by
    an increase in general account assets from increased fixed
    account sales.Net investment spread



Net investment spread decreased primarily due to negative
    earnings on limited partnership and other alternative investment
    income in 2008 compared to strong earnings in these classes in
    2007 and lower yields on fixed maturities, partially offset by
    reduced average credited rates.Realized capital losses



Net realized capital losses increased primarily as a result of
    losses on GMWB derivatives of $631 in 2008 compared with losses
    of $286 million in 2007; the transition impact related to
    the adoption of fair value accounting guidance, which resulted
    in losses of $616 in 2008; and impairments of $474 in 2008
    compared with $87 in 2007. 44




---



##### Table of Contents



Benefits, losses and loss adjustment expenses



Benefits, losses and loss adjustment expenses increased
    primarily as a result of the impact of the 2008 Unlock which
    increased the benefit ratio used in the calculation of GMDB
    reserves.Insurance operating costs and other expenses



Insurance operating costs and other expenses decreased primarily
    as a result of lower non deferrable asset based trail
    commissions due to equity market declines.General insurance expense ratio



General insurance expense ratio increased from 2007 to 2008 due
    to the impact of a declining asset base on relatively consistent
    expensesAmortization of DAC



Amortization of DAC increased, primarily due to the impact of
    the 2008 Unlock charge as compared to the 2007 Unlock benefit,
    offset by DAC amortization benefits associated with increased
    realized capital losses. This was partially offset by a DAC
    benefit associated with the adoption of fair value accounting
    guidance at the beginning of the first quarter of 2008.DAC amortization ratio, excluding DAC Unlocks



DAC amortization ratio (individual annuity), excluding the
    effects of the DAC Unlock and realized losses, increased in 2008
    as compared to 2007 due to the write-off of goodwill and changes
    in assumptions made as part of the 2007 Unlock.Goodwill impairment



As a result of testing performed during the fourth quarter of
    2008, all goodwill attributed to the individual annuity business
    in Retail was deemed to be impaired and was written off. For
    further discussion of this impairment, see the Critical
    Accounting Estimates section of the MD&A.Income tax expense (benefit)



The effective tax rate increased from 21% in 2007 to 42% in 2008
    primarily due to losses before income taxes in 2008 compared to
    pre-tax earnings in 2007. The impact of DRD and other permanent
    differences caused an increase in the tax benefit to above 35%
    on the 2008 pre-tax loss and a decrease in the tax expense on
    the 2007 pre-tax income.  INDIVIDUAL
    LIFE  Operating
    Summary
  2009


2008


2007Fee income and other

$
989


$
857


$
827Earned premiums


(87
)


(65
)


(56
)Net investment income


304



308



331Net realized capital losses


(144
)


(247
)


(27
)Total revenues


1,062



853



1,075Benefits, losses and loss adjustment expenses


584



569



510Insurance operating costs and other expenses


185



201



188Amortization of deferred policy acquisition costs and present
    value of future profits


312



166



117Total benefits, losses and expenses


1,081



936



815Income (loss) before income taxes


(19
)


(83
)


260Income tax expense (benefit)


(27
)


(36
)


85Net income (loss)

$
8


$
(47
)

$
175 45




---



##### Table of Contents



2009


2008


2007Account ValuesVariable universal life insurance

$
5,766


$
4,802


$
7,284Total account values

$
11,034


$
9,733


$
11,876Life Insurance In-forceTotal life insurance in-force

$
201,366


$
191,861


$
175,547Net Investment Spread


82 bps



87 bps



131 bpsDeath Benefits

$
308


$
320


$
266     Year
    ended December 31, 2009 compared to the year ended
    December 31, 2008
    Fee income and other



Fee income and other increased primarily due to the impact of
    the 2009 Unlock amortization of unearned revenue reserves of $83
    and increased cost of insurance charges of $40 as a result of
    growth in guaranteed universal life insurance in-force,
    partially offset by lower variable life fees as a result of
    equity market declines. For further discussion on the Unlock,
    see Unlock in the Critical Accounting Estimates section of the
    MD&A.Earned premiums



Earned premiums, which include premiums for ceded reinsurance,
    decreased primarily due to increased ceded reinsurance premiums
    due to aging and growth in life insurance in-force.Net investment spread



Net investment spread was lower due to a $4 decline in
    investment income and a $3 increase in interest credited.
    Interest credited increased due primarily to increased average
    account values, partially offset by a reduction in the average
    credited rate of 19 bps.Net realized capital losses



Net realized capital losses improved primarily related to lower
    losses from impairments.  For further discussion on impairments,
    see Other-Than-Temporary Impairments within the Investment
    Credit Risk Section of the MD&A.Benefits, losses and loss adjustment expenses



Benefits, losses and loss adjusted expenses increased primarily
    related to reserve increases on secondary guaranteed universal
    life products due to aging and growth in life insurance
    in-force, partially offset by favorable mortality experienceDeath benefits



Death benefits decreased due to favorable mortality volatility
    partially offset by an increase in net amount at risk for
    variable universal life policies caused by equity market
    declines.Insurance operating costs and other expenses



Insurance operating costs and other expenses decreased primarily
    as a result of continued active expense management efforts.Amortization of DAC



Amortization of DAC increased primarily as a result of the
    additional Unlock charges in 2009 compared to 2008. DAC
    amortization had a partial offset in amortization of unearned
    revenue reserve, which drove the increase in fee income noted
    above.Income tax expense (benefit)



Income tax expense (benefit) decreased as a result of improved
    earnings before income taxes primarily due to lower net realized 46




---



##### Table of Contents



capital losses and the effects of the 2009 Unlocks. The
    effective tax rate for 2009 differs from the statutory rate of
    35% primarily due to the recognition of the DRD.   Year
    ended December 31, 2008 compared to the year ended
    December 31, 2007
    Fee income and other



Fee income and other increased primarily due to an increase in
    cost of insurance charges of $47 as a result of growth in
    guaranteed universal life insurance in-force and fees on higher
    surrenders of $12 due to internal exchanges from non-guaranteed
    universal life insurance to variable universal life insurance.
    Partially offsetting these increases are the impacts of the 2008
    and 2007 Unlocks as well as lower variable life fees as a result
    of equity market declines.Earned premiums



Earned premiums, which include premiums for ceded reinsurance,
    decreased primarily due to increased ceded reinsurance premiums
    due to life insurance in-force growth.Net investment income



Net investment income decreased primarily due to lower
    investment income from limited partnership and other alternative
    investments, lower yields on fixed maturity investments and
    reduced net investment income associated with a more efficient
    capital approach for our secondary guarantee universal life
    business, which released assets supporting capital and the
    related net investment income earned on those assets, (described
    further in the Outlook section), partially offset by
    growth in general account values.Net investment spread



Net investment spread decreased attributable to lower
    partnership returns of 57 bps and lower maturity income
    returns, partially offset by a reduction in the credited rate of
    24 bps.Net realized capital losses



Net realized capital losses increased primarily related to
    losses from impairments.  For further discussion on impairments,
    see Other-Than-Temporary Impairments within the Investment
    Credit Risk Section of the MD&A.Benefits, losses and loss adjustment expenses



Benefits, losses and loss adjustment expenses increased as a
    result of higher death benefits consistent with a larger life
    insurance in-force and unfavorable mortality, as well as the
    impact of the 2008 Unlock.Death benefits



Death benefits increased, primarily due to growth of life
    insurance in-force and unfavorable mortality.Insurance operating costs and other expenses



Insurance operating costs and other increased less than the
    growth of in- force business as a result of active expense
    management efforts.Amortization of DAC



Amortization of DAC increased primarily as a result of the
    unlock expense in 2008 as compared to the unlock benefit in
    2007, partially offset by reduced DAC amortization primarily
    attributed to net realized capital losses. This increase had a
    partial offset in amortization of unearned revenue reserve
    included in fee income.Income tax expense (benefit)



Income tax benefits were a result of lower income before income
    taxes primarily due to an increase in realized capital losses
    and DAC amortization.  47




---



##### Table of Contents



RETIREMENT
    PLANS  Operating
    Summary
  2009


2008


2007Fee income and other

$
321


$
334


$
238Earned premiums


3



4



4Net investment income


315



342



355Net realized capital losses


(333
)


(272
)


(41
)Total revenues


306



408



556Benefits, losses and loss adjustment expenses


269



271



249Insurance operating costs and other expenses


346



335



170Amortization of deferred policy acquisition costs and present
    value of future profits


56



91



58Total benefits, losses and expenses


671



697



477Income (loss) before income taxes


(365
)


(289
)


79Income tax expense (benefit)


(143
)


(132
)


18Net income (loss)

$
(222
)

$
(157
)

$
61Assets Under Management403(b)/457 account values


11,116



10,242



12,363401(k) account values


16,142



11,956



14,731Total account values(1)


27,258



22,198


$
27,094403(b)/457 mutual fund assets under management


245



99



26401(k) mutual fund assets under management(2)


16,459



14,739



1,428Total mutual fund assets under management

$
16,704


$
14,838


$
1,454Total assets under management

$
43,962


$
37,036


$
28,548Total assets under administration  401(k)(3)

$
5,588


$
5,122


$
Account Value and Assets Under Management RollforwardRetirement Plans Group AnnuitiesAccount value, beginning of period

$
22,198


$
27,094


$
23,575Net flows


563



2,418



1,669Change in market value and other


4,497



(7,314
)


1,850Account value, end of period

$
27,258


$
22,198


$
27,094Retirement Plans Mutual FundsAssets under management, beginning of period


14,838



1,454



1,140Net sales/(redemptions)


(1,705
)


(446
)


103Acquisitions






18,725



Change in market value and other


3,571



(4,895
)


211Assets under management, end of period

$
16,704


$
14,838


$
1,454Net Investment Spread


66 bps



92 bps



162 bps     (1)
    
    Includes policyholder balances for investment contracts and
    reserves for future policy benefits for insurance contracts.(2)
    
    During the year ended December 31, 2008, Life acquired the
    rights to service mutual fund assets from Sun Life Retirement
    Services, Inc., and Princeton Retirement Group. 48




---



##### Table of Contents



(3)
    
    During the year ended December 31, 2008, Life acquired the
    rights to service assets under administration (AUA)
    from Princeton Retirement Group. Servicing revenues from AUA are
    based on the number of plan participants and do not vary
    directly with asset levels. As such, they are not included in
    AUM upon which asset based returns are calculated.    Year
    ended December 31, 2009 compared to the year ended
    December 31, 2008
    Fee income and other



Fee income and other decreased primarily due to lower average
    account values. Despite equity market improvements during the
    last nine months of 2009, account values have not returned to
    early 2008 levels. Net flows in group annuities and net sales in
    mutual funds have declined due primarily to a few large case
    surrenders.Net investment income



Net investment income decreased primarily as a result of lower
    yields on fixed maturity investments partially offset by an
    increase in derivative income.Net investment spread



The decline in net investment spread is attributable to lower
    fixed income returns of 34 bps and lower partnership
    returns of 3 bps, partially offset by a reduction in
    credited rates of 10 bps.Realized capital gains and losses



Net realized capital losses increased primarily as a result of
    realized losses of $56 on non-qualifying derivatives in 2009
    compared with $14 of gains in 2008 and mortgage valuation
    allowances of $38 in 2009, partially offset by impairment losses
    of $178 in 2009 compared with $243 in 2008.Insurance operating costs and other expenses



Insurance operating costs and other expenses increased primarily
    due to a full year of operating expenses associated with the
    businesses acquired in the latter part of the first quarter of
    2008 and lower deferrable acquisition expenses unable to be
    deferred due to low sales levels, partially offset by expense
    management initiatives.Amortization of DAC



Amortization of deferred policy acquisition costs decreased as a
    result of lower gross profits in 2009 than 2008.Income tax expense (benefit)



The income tax benefit is greater than the prior year income tax
    benefit due to a higher loss before income taxes primarily due
    to the income items discussed above. The effective tax rate
    differs from the statutory rate of 35% primarily due to the
    recognition of the DRD.   Year
    ended December 31, 2008 compared to the year ended
    December 31, 2007
    Fee income and other



Fee income and other increased primarily due to $109 of fees
    earned on assets relating to the acquisitions in the first
    quarter of 2008. Offsetting this increase was lower annuity fees
    driven by lower average account values as a result of market
    depreciation of $7.3 billion, partially offset by positive net
    flows of $2.4 billion over the past four quarters. Group
    annuities had positive net flows 49




---



##### Table of Contents



driven by higher deposits as a result of the expanded sales
    force obtained through the 2008 acquisitions.Net investment income



Net investment income declined due to a decrease in the returns
    from limited partnership and other alternative investment income
    of $33, partially offset by growth in general account assets.Net investment spread



The decline in net investment spread is attributable to lower
    limited partnership returns of 50 bps and lower fixed
    income returns of 25 bps, partially offset by a reduction
    in credited rates of 6 bps.Realized capital gains and losses



Net realized capital losses increased primarily due to
    impairment losses of $243 in 2008 compared with losses of $22 in
    2007.Insurance operating costs and other expenses



Insurance operating costs and other expenses increased primarily
    attributable to operating expenses associated with the acquired
    businesses. Also contributing to higher insurance operating
    costs were higher trail commissions resulting from an aging
    portfolio and higher service and technology costs.Amortization of DAC



Amortization of deferred policy acquisition costs increased
    primarily as a result of the higher Unlock charge in the third
    quarter of 2008 of $76 as compared to the Unlock charge in the
    third quarter of 2007 of $14, partially offset by DAC
    amortization benefits associated with lower gross profits. For
    further discussion, see Unlocks within in the Critical
    Accounting Estimates section of the MD&A.Income tax expense (benefit)



The income tax benefit for 2008 as compared to the prior year
    periods income tax expense was due to lower income before income
    taxes primarily due to increased realized capital losses and
    increased tax benefits associated with the DRD.  INSTITUTIONAL  Operating
    Summary
  2009


2008


2007Fee income and other

$
145


$
153


$
252Earned premiums


356



894



990Net investment income


817



988



1,227Net realized capital losses


(738
)


(784
)


(187
)Total revenues

$
580


$
1,251


$
2,282Benefits, losses and loss adjustment expenses


1,296



1,899



2,066Insurance operating costs and other expenses


89



120



183Amortization of deferred policy acquisition costs and present
    value of future profits


17



19



23Total benefits, losses and expenses


1,402



2,038



2,272Income (loss) before income taxes


(822
)


(787
)


10Income tax expense (benefit)


(295
)


(283
)


(2
)Net income (loss)

$
(527
)

$
(504
)

$
12 50




---



##### Table of Contents



2009


2008


2007Account ValueInstitutional account values(1)

$
22,110


$
23,810


$
24,828Private Placement Life Insurance account values(2)


33,356



32,459



32,792Mutual fund assets under management


4,262



2,578



3,581Total account values

$
59,728


$
58,847


$
61,201Net Investment SpreadStable Value (GICs, Funding Agreements, Funding Agreement Backed
    Notes and Consumer Notes)


(48) bps



21 bps



101 bpsExpense RatioGeneral insurance expense ratio


11.4 bps



14.2 bps



13.8 bps     (1)
    
    Institutional investment product account values include
    transfers from Retirement Plans of $413 and $350 from the Retail
    segment during 2007.(2)
    
    Includes policyholder balances for investment contracts and
    reserves for future policy benefits for insurance contracts.    Year
    ended December 31, 2009 compared to the year ended
    December 31, 2008
    Earned premiums



Earned premiums decreased as ratings downgrades reduced payout
    annuity sales. The decrease in earned premiums was offset by a
    corresponding decrease in benefits, losses, and loss adjustment
    expenses.Net investment income



Net investment income declined due to lower income on fixed
    maturities resulting from a decline in average rates and fixed
    maturity investments, as well as an increased average asset base
    of securities with greater market liquidity. This lower yield on
    income was partially offset by a corresponding decrease in
    interest credited on liabilities reported in benefits, losses,
    and loss adjustment expenses.Net investment spread



Stable Value, net investment spreads were negatively impacted by
    166 bps due to lower yields on variable rate securities and
    maintaining additional liquidity in the Institutional portfolios
    in the form of short term and Treasury securities.  In both
    periods, the drop in variable rate yields was partially offset
    by lower credited rates on floating rate liabilities.Realized capital gains and losses



Net realized capital losses were slightly lower due to smaller
    impairmentsBenefits, losses and loss adjustment expenses



Benefits, losses and loss adjustment expenses decreased
    primarily due to lower interest credited due to lower rates on
    floating rate guaranteed investment products as well as an
    overall lower block of business. 51




---



##### Table of Contents



Insurance operating costs and other expenses



Insurance operating costs and other expenses decreased due to
    active expense management efforts and reduced information
    technology expenses.General insurance expense ratio



Institutional general expense ratio decreased from 2009 as
    compared to 2008 due to active expense management efforts and
    reduced information technology expenses.   Year
    ended December 31, 2008 compared to the year ended
    December 31, 2007
    Fee income and other



Fee income and other decreased primarily due to lower front-end
    loads on PPLI cases during 2008. PPLI collects front-end loads
    recorded in fee income, offset by corresponding premium taxes
    reported in insurance operating costs and other expenses. For
    2008 and 2007, PPLI deposits of $247 and $5.2 billion,
    respectively, resulted in fee income due to front-end loads of
    $2 and $107, respectively.Earned premiums



Earned premiums decreased as compared to the prior year due to
    greater amounts of life contingent business sold in 2007. The
    decrease in earned premiums was offset by a corresponding
    decrease in benefits, losses, and loss adjustment expenses.Net investment income



Net investment income declined due to negative yields on limited
    partnership and other alternative investments, lower yields on
    fixed maturity investments indexed to LIBOR, and lower assets
    under management. The decline in yield on fixed maturities was
    largely offset by a corresponding decrease in interest credited
    on liabilities reported in benefits, losses, and loss adjustment
    expenses.Net investment spread



Net investment spread decreased primarily due to negative
    earnings on limited partnership and other alternative investment
    income in 2008 compared to strong earnings in these classes in
    2007 and lower yields on fixed maturities, partially offset by
    reduced credited rates.Realized capital gains and losses



Net realized capital losses were higher due to large impairmentsBenefits, losses and loss adjustment expenses



Benefits, losses and loss adjustment expenses decreased
    primarily due to lower changes in reserve as the result of lower
    sales in life contingent business, as well as lower interest
    credited on liabilities indexed to LIBOR. The decrease was
    partially offset by $8 greater mortality loss.Insurance operating costs and other expenses and general
    insurance expense ratio



Insurance operating costs and other expenses decreased due to a
    decline in premium tax, driven by reduced PPLI deposits,
    partially offset by discontinued administrative system projects
    and product development expenses.General insurance expense ratio



Institutional general insurance expense ratio increased from
    2008 as compared to 2007 due to additional product development
    expenses.Income tax expense (benefit)



The income tax benefit increased compared to the prior year
    primarily due to a decline in income before taxes primarily due
    to increased realized capital losses.  52




---



##### Table of Contents



OTHER  Operating
    Summary
  2009


2008


2007Fee income and other

$
180


$
130


$
114Earned premiums


112



155



107Net investment income (loss)Securities
    available-for-sale
    and other


313



195



333Equity securities held for trading(3)


343



(246
)


1Total net investment income (loss)


656



(51
)


334Net realized capital gains (losses)


829



(2,549
)


(298
)Total revenues(1)

$
1,777


$
(2,315
)

$
257Benefits, losses and loss adjustment expenses


193



301



337Benefits, losses and loss adjustment expenses 
    returns credited on International unit-linked bonds and pension
    products(3)


343



(246
)


1Insurance operating costs and other expenses


270



172



139Amortization of deferred policy acquisition costs and present
    value of future profits


103



(3
)


3Total benefits, losses and expenses


909



224



480Income (loss) before income taxes


868



(2,539
)


(223
)Income tax expense (benefit)


345



(836
)


(59
)Net income (loss)(2)

$
523


$
(1,703
)

$
(164
)Less: Net (income) loss attributable to the noncontrolling
    interest


(10
)


105



(7
)Net income (loss) attributable to Hartford Life Insurance
    Company


513


$
(1,598
)

$
(171
)     (1)
    
    The transition impact related to the fair value adoption was a
    reduction in revenues of $172 for Other for the year ended
    December 31, 2008. For further discussion of the fair value
    transition impact, refer to Note 3 in the Notes to the
    Consolidated Financial Statements.(2)
    
    The transition impact related to the fair value adoption was a
    reduction in net income of $102 for Other for the year ended
    December 31, 2008. For further discussion of the fair value
    transition impact, refer to Note 3 in the Notes to the
    Consolidated Financial Statements.(3)
    
    Net investment income includes investment income and
    mark-to-market
    effects of equity securities, held for trading, supporting the
    international variable annuity business, which are classified in
    net investment income with corresponding amounts credited to
    policyholders.    Year
    ended December 31, 2009 compared to the year ended
    December 31, 2008
  Earned Premiums



Earned premiums decreased as compared to the prior year as a
    result of ceded premiums at inception of October 1st reinsurance 53




---



##### Table of Contents



transaction with an affiliated captive reinsurer.  Refer to
    Note 16 Transaction with Affiliates.Net investment income 
     securities available for sale and other



Net investment income on securities available-for-sale and other
    increased as compared to the prior year period due to lower
    losses on limited partnerships and other alternative
    investments.Net realized capital gains



Net realized capital gains increased due to gains on the
    derivates resulting from assumed GMIB/AB/WB reinsurance through
    the first nine months of 2009. Partially offsetting these gains
    was a loss of $51 attributed to the sale of a joint venture
    recorded in fourth quarter. Refer to Note 18 Sale of Joint
    Venture Interest in ICATU Hartford Seguros, S.A.Insurance operating costs and other expenses



Insurance operating costs and other expenses increased due to
    restructuring costs that are severance benefits and other costs
    associated with the suspension of sales in the Companys
    European operations and severance and other benefits associated
    with the restructuring of the Companys domestic insurance
    operations as well as interest expense for the structured
    financing transaction with HLIKK that was initiated in the
    fourth quarter of 2008. See Note 17 for further details on the
    Companys restructuring, severance and other costs and
    restructurings within other Life segments and Note 16 for
    further details on the structured financing transaction with
    HLIKK.Benefits, losses and loss adjustment expenses



The decrease in benefits, losses and loss adjustment expenses
    relates to reinsurance transaction with an affiliated captive
    reinsurer.  Refer to Note 16 Transaction with Affiliate for
    further discussion.   Year
    ended December 31, 2008 compared to the year ended
    December 31, 2007
  Net investment income 
     securities
    available-for-sale
    and other



Net investment income declined due to a decrease in investment
    yields on fixed maturities and declines in limited partnership
    and other alternative investment income.Net realized capital gains (losses)



Net realized capital losses increased due to decreased
    valuations on the embedded derivates resulting from GMIB/AB/WB
    reinsurance.Benefits, losses and loss adjustment expenses



The decrease in benefits, losses and loss adjustment expenses
    for the year ended December 31, 2008 was primarily due to a
    charge recorded in 2007 of $55, after-tax, for regulatory
    matters.Insurance operating costs and other expenses



Insurance operating costs and other expenses decreased,
    primarily due to a charge of $21 for regulatory matters in the
    second quarter of 2007, a decline in 2008 expenses now allocated
    to other segments partially offset by increased tax expenses due
    to a state tax credit that was recorded in the third quarter of
    2007.  INVESTMENT
    RESULTS  Composition
    of Invested Assets
    54




---



##### Table of Contents



December 31,


December 31,2009


2008Amount


Percent


Amount


PercentFixed maturities, AFS, at fair value

$
40,403



75.6
%

$
39,560



71.9
%Equity securities, AFS, at fair value


419



0.8
%


434



0.8
%Mortgage loans


4,304



8.0
%


4,896



8.9
%Policy loans, at outstanding balance


2,120



4.0
%


2,154



3.9
%Limited partnerships and other alternative investments


759



1.4
%


1,033



1.9
%Other investments(1)


338



0.6
%


1,237



2.2
%Short-term investments


5,128



9.6
%


5,742



10.4
%Total investments excluding equity securities, trading

$
53,471



100.0
%

$
55,056



100.0
%Equity securities, trading, at fair value(2)


2,443







1,634Total investments

$
55,914






$
56,690     (1)
    
    Primarily relates to derivative instruments.(2)
    
    These assets primarily support the European variable annuity
    business. Changes in these balances are also reflected in the
    respective liabilities.    Net
    Investment Income (Loss)
  For the Years Ended December 31,2009


2008


2007(Before-tax)

Amount


Yield(1)


Amount


Yield(1)


Amount


Yield(1)Fixed maturities(2)

$
2,094



4.5
%

$
2,458



5.0
%

$
2,714



5.9
%Equity securities, AFS


43



8.3
%


65



9.3
%


54



9.9
%Mortgage loans


232



4.9
%


251



5.6
%


227



6.4
%Policy loans


136



6.3
%


136



6.5
%


132



6.5
%Limited partnerships and other alternative investments


(171
)


(18.1
)%


(224
)


(16.3
)%


112



13.0
%Other(3)


242







(33
)






(120
)


Investment expense


(71
)






(65
)






(63
)


Total net investment income excluding equity securities,
    trading

$
2,505



4.2
%

$
2,588



4.6
%

$
3,056



6.0
%Equity securities, trading


343







(246
)






1



Total net investment income

$
2,848






$
2,342






$
3,057     (1)
    
    Yields calculated using annualized net investment income before
    investment expenses divided by the monthly average invested
    assets at cost, amortized cost, or adjusted carrying value, as
    applicable, excluding collateral received associated with the
    securities lending program and consolidated variable interest
    entity noncontrolling 55




---



##### Table of Contents



interests. Included in the fixed maturity yield is other, which
    primarily relates to fixed maturities (see footnote (3)
    below). Included in the total net investment income yield is
    investment expense.(2)
    
    Includes net investment income on short-term investments.(3)
    
    Includes income from derivatives that qualify for hedge
    accounting and hedge fixed maturities. Also, includes fees
    associated with securities lending activities of $4, $60 and
    $84, respectively, for the years ended December 31, 2009,
    2008 and 2007. The income from securities lending activities is
    included within fixed maturities.  Year
    ended December 31, 2009 compared to the year ended
    December 31, 2008
    Year
    ended December 31, 2008 compared to the year ended
    December 31, 2007
    Net
    Realized Capital Losses
  For the Years Ended December 31,(Before-tax)

2009


2008


2007Gross gains on sales

$
364


$
383


$
187Gross losses on sales


(828
)


(398
)


(142
)Net OTTI losses recognized in earnings


(1,192
)


(1,888
)


(339
)Japanese fixed annuity contract hedges, net(1)


47



64



18Periodic net coupon settlements on credit derivatives/Japan


(33
)


(34
)


(40
)Fair value measurement transition impact






(798
)


Results of variable annuity hedge programGMWB derivatives, net


1,505



(687
)


(286
)Macro hedge program


(895
)


74



(12
)Total results of variable annuity hedge program


610



(613
)


(298
)GMAB/GMWB/GMIB reinsurance


1,106



(1,986
)


(155
)Coinsurance and modified coinsurance reinsurance contracts


(577
)






Other, net


(374
)


(493
)


(165
)Net realized capital losses

$
(877
)

$
(5,763
)

$
(934
)     (1)
    
    Relates to derivative hedging instruments, excluding periodic
    net coupon settlements, and is net of the Japanese fixed annuity
    product liability adjustment for changes in the dollar/yen
    exchange spot rate.    Gross gains and losses on sales



Gross gains and losses on sales for the year ended December 31,
    2009 were predominantly within structured, government and
    corporate securities resulting primarily from efforts to reduce
    portfolio risk through sales of subordinated financials and real 56




---



##### Table of Contents



estate related securities and from sales of U.S. Treasuries to
    manage liquidity.

Gross gains and losses on sales for the year ended December 31,
    2008 primarily resulted from the decision to reallocate the
    portfolio to securities with more favorable risk/return
    profiles. Also included was a gain of $141 from the sale of a
    synthetic CDO.Net OTTI losses



For further information, see Other- Than-Temporary Impairments
    within the Investment Credit Risk section of the MD&A.Variable annuity hedge program



See Note 4 of the Notes to the Consolidated Financial
    Statements for a discussion of the gains related to the variable
    annuity hedge program.GMAB/GMWB/GMIB reinsurance



The net gain on these reinsurance contracts was primarily due to
    an increase in interest rates, an increase in the Japan equity
    markets, a decline in Japan equity market volatility, and
    liability model assumption updates for credit standing.Coinsurance and modified coinsurance reinsurance contracts



Under the reinsurance agreement with an affiliate, the gains
    experienced from the GMAB, GMWB, and GMIB reinsurance along with
    the net gains from liability model assumption updates, lower
    volatility, increases in long-term interest rates, and rising
    equity markets on the US GMWB are ceded to the affiliated
    reinsurer and result in a realized loss.Other, net



Other, net losses for the year ended December 31, 2009 primarily
    resulted from net losses of $329 on credit derivatives where the
    company purchased credit protection due to credit spread
    tightening and $289 related to net additions to valuation
    allowances on impaired mortgage loans.  These losses were
    partially offset by gains of $128 on credit derivatives that
    assume credit risk due to credit spread tightening, as well as
    $191 from a change in spot rates related to transactional
    foreign currency predominately on the internal reinsurance of
    the Japan variable annuity business, which is offset in
    accumulated other comprehensive income (AOCI).

Other, net losses for the year ended December 31, 2008 were
    primarily related to net losses of $295 related to transactional
    foreign currency predominately on the internal reinsurance of
    the Japan variable annuity business, which is offset in AOCI,
    resulting from appreciation of the yen, as well as credit
    derivatives losses of $191 due to significant credit spread
    widening. Also included were derivative related losses of $39
    due to counterparty default related to the bankruptcy of Lehman
    Brothers Holdings Inc.

Other, net losses for the year ended December 31, 2007 were
    primarily driven by the change in value of non-qualifying
    derivatives due to credit spread widening, as well as
    fluctuations in interest rates and foreign currency exchange
    rates.   INVESTMENT
    CREDIT RISK     57




---



##### Table of Contents



Derivative
    Instruments
          over-the-counter
     58




---



##### Table of Contents



59




---



##### Table of Contents



Investments
    Fixed
    Maturities by Credit Quality
  December 31, 2009


December 31, 2008Percent








Percentof Total








of TotalAmortized


Fair


Fair


Amortized


Fair


FairCost


Value


Value


Cost


Value


ValueU.S. government/government agencies

$
4,707


$
4,552



11.3
%

$
7,200


$
7,289



18.4
%AAA


6,564



5,966



14.8
%


10,316



7,368



18.6
%AA


6,701



5,867



14.5
%


7,304



5,704



14.4
%A


11,957



11,093



27.4
%


11,590



9,626



24.4
%BBB


11,269



10,704



26.5
%


10,292



8,288



21.0
%BB & below


3,086



2,221



5.5
%


1,742



1,285



3.2
%Total fixed maturities

$
44,284


$
40,403



100.0
%

$
48,444


$
39,560



100.0
%    59




---



##### Table of Contents



Available-for-Sale Securities by TypeDecember 31, 2009


December 31, 2008Cost or


Gross


Gross





Percent of


Cost or


Gross


Gross





Percent ofAmortized


Unrealized


Unrealized


Fair


Total Fair


Amortized


Unrealized


Unrealized


Fair


Total FairCost


Gains


Losses


Value


Value


Cost


Gains


Losses


Value


ValueAsset-backed securities (ABS)Consumer loans

$
1,596


$
13


$
(248
)

$
1,361



3.4
%

$
1,880


$



$
(512
)

$
1,368



3.4
%Small business


418







(185
)


233



0.6
%


428







(197
)


231



0.6
%Other


330



18



(39
)


309



0.8
%


482



5



(110
)


377



1.0
%CDOsCLOs(1)


1,997







(208
)


1,789



4.4
%


2,107







(537
)


1,570



4.0
%CRE


1,157



14



(804
)


367



0.9
%


1,566



2



(1,170
)


398



1.0
%Other


4



5







9







19







(6
)


13



CMBSAgency backed(2)


62



3







65



0.2
%


243



8







251



0.6
%Bonds


6,138



33



(1,519
)


4,652



11.5
%


7,160



1



(2,719
)


4,442



11.2
%Interest only (IOs)


644



40



(36
)


648



1.6
%


840



12



(196
)


656



1.7
%CorporateBasic industry


1,794



78



(45
)


1,827



4.5
%


1,459



5



(233
)


1,231



3.1
%Capital goods


2,078



100



(33
)


2,145



5.3
%


1,656



26



(201
)


1,481



3.7
%Consumer cyclical


1,324



53



(33
)


1,344



3.3
%


1,588



29



(244
)


1,373



3.5
%Consumer non-cyclical


3,260



205



(15
)


3,450



8.6
%


2,455



46



(172
)


2,329



5.9
%Energy


2,239



130



(13
)


2,356



5.8
%


1,320



19



(118
)


1,221



3.1
%Financial services


5,054



84



(590
)


4,548



11.3
%


5,563



163



(994
)


4,732



12.0
%Tech./comm


2,671



145



(40
)


2,776



6.9
%


2,597



69



(248
)


2,418



6.1
%Transportation


544



16



(19
)


541



1.3
%


410



8



(67
)


351



0.9
%Utilities


3,790



161



(52
)


3,899



9.7
%


3,189



76



(376
)


2,889



7.3
%Other(3)


867



13



(99
)


781



1.9
%


1,015







(305
)


710



1.8
%Foreign govt./govt. agencies


824



35



(13
)


846



2.1
%


2,094



86



(33
)


2,147



5.4
%Municipal


971



3



(194
)


780



1.9
%


917



8



(220
)


705



1.8
%RMBSAgency


2,088



63



(5
)


2,146



5.3
%


1,924



53



(8
)


1,969



5.0
%Non-agency


125







(14
)


111



0.3
%


159







(43
)


116



0.3
%Alt-A


187







(52
)


135



0.3
%


256







(90
)


166



0.4
%Sub-prime


1,565



5



(626
)


944



2.3
%


2,084



4



(741
)


1,347



3.4
%U.S. Treasuries


2,557



5



(221
)


2,341



5.8
%


5,033



75



(39
)


5,069



12.8
%Total fixed maturities


44,284



1,222



(5,103
)


40,403



100.0
%


48,444



695



(9,579
)


39,560



100.0
%Equity securitiesFinancial Services


273



4



(51
)


226







334







(107
)


227Other


174



34



(15
)


193







280



4



(77
)


207Total equity securities


447



38



(66
)


419







614



4



(184
)


434Total AFS securities

$
44,731


$
1,260


$
(5,169
)

$
40,822






$
49,058


$
699


$
(9,763
)

$
39,994     (1)
    
    As of December 31, 2009, 80% of these senior secured bank
    loan collateralized loan obligations (CLOs) were
    rated AA and above with an average subordination of 29%.(2)
    
    Represents securities with pools of loans by the Small Business
    Administration whose issued loans are backed by the full faith
    and credit of the U.S. government.(3)
    
    Includes structured investments with an amortized cost and fair
    value of $332 and $268, respectively, as of December 31,
    2009 and $326 and $222, respectively, as of December 31,
    2008. The underlying securities supporting these investments are
    primarily diversified pools of investment grade corporate
    issuers which can withstand a 15% cumulative default rate,
    assuming a 35% recovery.   60




---



##### Table of Contents



Financial
    Services
      December 31, 2009


December 31, 2008Percent of








Percent ofAmortized





Total Fair


Amortized





Total FairCost


Fair Value


Value


Cost


Fair Value


ValueAAA

$
151


$
152



3.2
%

$
463


$
394



8.0
%AA


1,311



1,273



26.7
%


1,422



1,240



25.0
%A


2,702



2,373



49.7
%


3,386



2,834



57.1
%BBB


805



681



14.2
%


537



411



8.3
%BB & below


358



295



6.2
%


89



80



1.6
%Total(1)

$
5,327


$
4,774



100.0
%

$
5,897


$
4,959



100.0
%     (1)
    
    The credit qualities above include downgrades that have shifted
    the portfolio from higher rated assets to lower rated assets
    since December 31, 2008.  Sub-Prime
    Residential Mortgage Loans
  sub-prime
 61




---



##### Table of Contents



Sub-Prime
    Residential Mortgage Loans(1)(2)(3)(4)(5)
  December 31, 2009AAA


AA


A


BBB


BB and Below


TotalAmortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


FairCost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


Value2003 & Prior

$
20


$
15


$
54


$
43


$
63


$
43


$
14


$
9


$
55


$
33


$
206


$
1432004


79



66



243



178



60



37



6



4











388



2852005


56



31



263



190



134



83



84



25



142



37



679



3662006


4



3



11



8



11



8



27



10



133



65



186



942007


































106



56



106



56Total

$
159


$
115


$
571


$
419


$
268


$
171


$
131


$
48


$
436


$
191


$
1,565


$
944Credit protection

46.1%

54.4%

41.1%

36.5%

25.8%

41.8%   December 31, 2008AAA


AA


A


BBB


BB and Below


TotalAmortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


FairCost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


Value2003 & Prior

$
26


$
22


$
129


$
109


$
48


$
35


$
17


$
13


$
34


$
19


$
254


$
1982004


108



79



303



240











8



7











419



3262005


73



56



525



353



138



70



24



16



22



18



782



5132006


45



41



109



50



10



5



87



35



96



36



347



1672007


42



27



40



9



33



15



35



19



132



73



282



143Total

$
294


$
225


$
1,106


$
761


$
229


$
125


$
171


$
90


$
284


$
146


$
2,084


$
1,347Credit protection

39.3%

48.3%

32.1%

23.5%

20.1%

41.4%     (1)
    
    The vintage year represents the year the underlying loans in the
    pool were originated.(2)
    
    Includes second lien residential mortgages with an amortized
    cost and fair value of $33 and $28, respectively, as of
    December 31, 2009 and $120 and $60, respectively, as of
    December 31, 2008, which are composed primarily of loans to
    prime and Alt-A borrowers.(3)
    
    As of December 31, 2009, the weighted average life of the
    sub-prime
    residential mortgage portfolio was 4.5 years.(4)
    
    Approximately 94% of the portfolio is backed by adjustable rate
    mortgages.(5)
    
    The credit qualities above include downgrades that have shifted
    the portfolio from higher rated assets to lower rated assets
    since December 31, 2008.  Commercial
    Mortgage Loans
   62




---



##### Table of Contents



CMBS 
    Bonds(1)(2)
  December 31, 2009AAA


AA


A


BBB


BB and Below


TotalAmortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


FairCost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


Value2003 & Prior

$
1,198


$
1,192


$
159


$
120


$
50


$
34


$
14


$
13


$
6


$
4


$
1,427


$
1,3632004


342



338



61



39



27



17



15



7











445



4012005


490



449



199



133



126



72



87



54



61



45



963



7532006


1,293



1,091



374



238



377



167



244



95



199



71



2,487



1,6622007


283



223



36



24



116



42



180



88



201



96



816



473Total

$
3,606


$
3,293


$
829


$
554


$
696


$
332


$
540


$
257


$
467


$
216


$
6,138


$
4,652Credit protection

27.4%

21.5%

13.3%

11.7%

9.1%

22.2%   December 31, 2008AAA


AA


A


BBB


BB and Below


TotalAmortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


FairCost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


Value2003 & Prior

$
1,492


$
1,365


$
259


$
179


$
71


$
40


$
11


$
8


$
23


$
16


$
1,856


$
1,6082004


365



317



53



22



41



15



20



8











479



3622005


561



428



243



93



235



109



48



23











1,087



6532006


1,732



1,025



228



76



353



140



354



129



39



12



2,706



1,3822007


528



256



263



90



102



31



134



59



5



1



1,032



437Total

$
4,678


$
3,391


$
1,046


$
460


$
802


$
335


$
567


$
227


$
67


$
29


$
7,160


$
4,442Credit protection

24.7%

18.6%

12.6%

4.9%

4.3%

20.6%     (1)
    
    The vintage year represents the year the pool of loans was
    originated.(2)
    
    The credit qualities above include downgrades that have shifted
    the portfolio from higher rated assets to lower rated assets
    since December 31, 2008.  CRE
    CDOs(1)(2)(3)(4)
  December 31, 2009AAA


AA


A


BBB


BB and Below


TotalAmortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


FairCost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


Value2003 & Prior

$
37


$
24


$
30


$
15


$
65


$
24


$
143


$
38


$
53


$
7


$
328


$
1082004


18



11



70



22



33



8



24



3



20



3



165



472005


16



8



73



12



23



6



39



5



22



5



173



362006


23



12



108



33



76



23



62



20



21



10



290



982007


51



26



12



3



20



5



26



8



15



10



124



522008


17



9











5



1



15



4



13



3



50



172009


12



6











2







4



1



9



2



27



9Total

$
174


$
96


$
293


$
85


$
224


$
67


$
313


$
79


$
153


$
40


$
1,157


$
367Credit protection

39.9%

10.9%

22.4%

35.0%

31.3%

26.8%   63




---



##### Table of Contents



December 31, 2008AAA


AA


A


BBB


BB and Below


TotalAmortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


FairCost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


Value2003 & Prior

$
127


$
43


$
90


$
28


$
59


$
14


$
48


$
6


$
30


$
5


$
354


$
962004


118



35



16



5



31



9



12



2



13



2



190



532005


71



29



58



12



56



10



10



2



1







196



532006


222



68



83



18



74



19



15



2











394



1072007


126



40



106



19



101



10



11



1











344



702008


39



11



22



5



24



3



3















88



19Total

$
703


$
226


$
375


$
87


$
345


$
65


$
99


$
13


$
44


$
7


$
1,566


$
398Credit protection

27.1%

21.3%

17.9%

17.0%

57.5%

23.9%     (1)
    
    The vintage year represents the year that the underlying
    collateral in the pool was originated. Individual CDO fair value
    is allocated by the proportion of collateral within each vintage
    year.(2)
    
    As of December 31, 2009, approximately 37% of the
    underlying CRE CDOs collateral are seasoned, below investment
    grade securities.(3)
    
    For certain CRE CDOs, the collateral manager has the ability to
    reinvest proceeds that become available, primarily from
    collateral maturities. The increase in the 2008 and 2009 vintage
    years represents reinvestment under these CRE CDOs.(4)
    
    The credit qualities above include downgrades that have shifted
    the portfolio from higher rated assets to lower rated assets
    since December 31, 2008.  CMBS 
    IOs(1)(2)
  December 31, 2009


December 31, 2008AAA


A


BBB


BB and Below


Total


AAAAmortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


FairCost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


Value2003 & Prior

$
224


$
241


$



$



$



$



$



$



$
224


$
241


$
295


$
2872004


123



130



























123



130



158



1192005


160



156











1



1











161



157



200



1362006


79



68



2



1











1



1



82



70



93



542007


54



50



























54



50



94



60Total

$
640


$
645


$
2


$
1


$
1


$
1


$
1


$
1


$
644


$
648


$
840


$
656     (1)
    
    The vintage year represents the year the pool of loans was
    originated.(2)
    
    The credit qualities above include downgrades that have shifted
    the portfolio from higher rated assets to lower rated assets
    since December 31, 2008.   64




---



##### Table of Contents



Commercial
    Mortgage Loans
  December 31, 2009


December 31, 2008Amortized


Valuation


Carrying


Amortized


Valuation


CarryingCost(1)


Allowance


Value


Cost(1)


Allowance


ValueWhole loans

$
2,505


$
(26
)

$
2,479


$
2,707


$
(2
)

$
2,705A-Note participations


326







326



335







335B-Note participations


508



(131
)


377



562







562Mezzanine loans


856



(100
)


756



859







859Total(2)

$
4,195


$
(257
)

$
3,938


$
4,463


$
(2
)

$
4,461     (1)
    
    Amortized cost represents carrying value prior to valuation
    allowances, if any.(2)
    
    Excludes agricultural mortgage loans. For further information on
    the total mortgage loan portfolio, see Note 4 of the Notes
    to Consolidated Financial Statements.    loan-to-value
  ABS
    Consumer Loans
    December 31, 2009AAA


AA


A


BBB


BB and Below


TotalAmortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


FairCost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


ValueAuto(1)

$
69


$
71


$
47


$
46


$
96


$
96


$
83


$
83


$
11


$
8


$
306


$
304Credit card


422



431











26



25



153



143











601



599Student loan(2)


271



168



300



229



118



61



















689



458Total(3)

$
762


$
670


$
347


$
275


$
240


$
182


$
236


$
226


$
11


$
8


$
1,596


$
1,361   December 31, 2008AAA


AA


A


BBB


BB and Below


TotalAmortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


Fair


Amortized


FairCost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


Value


Cost


ValueAuto

$
108


$
84


$
7


$
6


$
142


$
103


$
160


$
123


$
15


$
10


$
432


$
326Credit card


313



273



6



4



97



86



278



197



57



39



751



599Student loan


272



143



306



229



119



71



















697



443Total

$
693


$
500


$
319


$
239


$
358


$
260


$
438


$
320


$
72


$
49


$
1,880


$
1,368  65




---



##### Table of Contents



(1)
    
    As of December 31, 2009, approximately 9% of the auto
    consumer loan-backed securities were issued by lenders whose
    primary business is to
    sub-prime
    borrowers.(2)
    
    As of December 31, 2009, approximately half of the student
    loan-backed exposure is guaranteed by the Federal Family
    Education Loan Program, with the remainder comprised of loans to
    prime borrowers.(3)
    
    The credit qualities above include downgrades that have shifted
    the portfolio from higher rated assets to lower rated assets
    since December 31, 2008.  Limited
    Partnerships and Other Alternative Investments
    December 31, 2009


December 31, 2008Amount


Percent


Amount


PercentHedge funds

$
105



13.8
%

$
263



25.5
%Mortgage and real estate funds


124



16.4
%


228



22.1
%Mezzanine debt funds


66



8.7
%


78



7.5
%Private equity and other funds


464



61.1
%


464



44.9
%Total

$
759



100.0
%

$
1,033



100.0
%     Security
    Unrealized Loss Aging
  sub-prime
  sub-prime
 66




---



##### Table of Contents



Other-Than-Temporary
    December 31, 2009


December 31, 2008Cost or











Cost orAmortized


Fair


Unrealized





Amortized


Fair


UnrealizedItems


Cost


Value


Loss


Items


Cost


Value


LossThree months or less


766


$
5,878


$
5,622


$
(256
)


1,039


$
11,458


$
10,538


$
(920
)Greater than three to six months


39



161



143



(18
)


596



3,599



2,817



(782
)Greater than six to nine months


172



1,106



931



(175
)


535



4,554



3,735



(819
)Greater than nine to twelve months


62



1,501



1,205



(296
)


360



3,107



2,183



(924
)Greater than twelve months


1,434



15,309



10,885



(4,424
)


1,626



16,303



9,985



(6,318
)Total


2,473


$
23,955


$
18,786


$
(5,169
)


4,156


$
39,021


$
29,258


$
(9,763
)     December 31, 2009


December 31, 2008Cost or











Cost orAmortized


Fair


Unrealized





Amortized


Fair


UnrealizedConsecutive Months

Items


Cost


Value


Loss


Items


Cost


Value


LossThree months or less


79


$
591


$
395


$
(196
)


1,216


$
14,145


$
8,749


$
(5,396
)Greater than three to six months


16



52



36



(16
)


147



1,360



568



(792
)Greater than six to nine months


99



1,237



844



(393
)


103



1,318



560



(758
)Greater than nine to twelve months


67



1,201



801



(400
)


154



1,562



503



(1,059
)Greater than twelve months


585



6,235



3,115



(3,120
)


31



311



57



(254
)Total


846


$
9,316


$
5,191


$
(4,125
)


1,651


$
18,696


$
10,437


$
(8,259
)     December 31, 2009


December 31, 2008Cost or











Cost orAmortized


Fair


Unrealized





Amortized


Fair


UnrealizedConsecutive Months

Items


Cost


Value


Loss


Items


Cost


Value


LossThree months or less


42


$
132


$
46


$
(86
)


504


$
5,904


$
2,068


$
(3,836
)Greater than three to six months


11



5



2



(3
)


37



299



50



(249
)Greater than six to nine months


51



175



69



(106
)


24



194



32



(162
)Greater than nine to twelve months


52



499



173



(326
)


2



7



1



(6
)Greater than twelve months


205



2,105



601



(1,504
)














Total


361


$
2,916


$
891


$
(2,025
)


567


$
6,404


$
2,151


$
(4,253
)  67




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##### Table of Contents



Other-Than-Temporary
    Impairments
    For the Years Ended December 31,2009


2008


2007ABS

$
50


$
11


$
18CDOsCREs


421



212



Other


23







CMBSBonds


140



55



6IOs


17



68



CorporateFinancial services


126



803



40Other


50



325



64Equity securitiesFinancial services


62



128



Other


47



28



18Foreign govt./govt. agencies






14



5Municipal






1



RMBSNon-agency


4



13



Alt-A


46



16



Sub-prime


204



214



188U.S. Treasuries


2







Total

$
1,192


$
1,888


$
339   Year
    ended December 31, 2009
      
    Commercial property value declines that averaged 40% to 45% from
    the valuation peak but differed by property type and location.
    Average cumulative CMBS collateral loss rates that varied by
    vintage year but reached approximately 12% for the 2007 vintage
    year.
    Residential property value declines that averaged 40% to 45%
    from the valuation peak but differed by location.
    Average cumulative RMBS collateral loss rates that varied by
    vintage year but reached approximately 50% for the 2007 vintage
    year. 68




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##### Table of Contents



sub-market.
        Year
    ended December 31, 2008
  sub-prime
  Year
    ended December 31, 2007
  sub-prime
 CAPITAL
    MARKETS RISK MANAGEMENT    over-the-counter
   69




---



##### Table of Contents



Market
    Risk
  and/or
  Interest
    Rate Risk
  and/or term-to-maturity terms-to-maturity.
         70




---



##### Table of Contents



Fixed
    Maturity Investments
    Liabilities
        and/or
 71




---



##### Table of Contents



Derivatives
      Calculated
    Interest Rate Sensitivity
    Change in Net Economic Value as of December 31,2009


2008Basis point shift


−100



+ 100



−100



+ 100Amount

$
(11
)

$
(7
)

$
(133
)

$
84       Change in Fair Value as of December 31,2009


2008Basis point shift


−100



+ 100



−100



+ 100Amount

$
939


$
(864
)

$
458


$
(434
)    72




---



##### Table of Contents



Credit
    Risk
          Equity
    Risk
   73




---



##### Table of Contents



Foreign
    Currency Exchange Risk
  non-U.S. dollar non-U.S. dollar
  Fixed
    Maturity Investments
  non-U.S. dollar non-U.S. dollar
  non-U.S. dollar
  non-U.S. dollar
  Liabilities
  non-U.S. dollar
     74




---



##### Table of Contents



Equity
    Product Risk
        
    reduce the value of assets under management and the amount of
    fee income generated from those assets;
    increase the liability for direct GMWB benefits, and reinsured
    GMWB and GMIB benefits, resulting in realized capital losses;
    increase the value of derivative assets used to hedge product
    guarantees resulting in realized capital gains;
    increase costs under the Companys hedging program;
    increase the Companys net amount at risk for GMDB benefits;
    decrease the Companys actual gross profits, resulting
    increased DAC amortization;
    increase the amount of required statutory capital necessary to
    maintain targeted risk based capital ratios;
    turn customer sentiment toward equity-linked products negative,
    causing a decline in sales; and
    decrease the Companys estimated future gross profits See
    Life Estimated Gross Profits Used in the Valuation and
    Amortization of Assets and Liabilities Associated with Variable
    Annuity and Other Universal Life-Type Contracts within Critical
    Accounting Estimates for further information.    GMWB
    and Intercompany Reinsurance of GMWB, GMAB, and
    GMIB
  and/or
 75




---



##### Table of Contents



GMDB
    and Intercompany Reinsurance of GMDB
      Equity
    Product Risk Management
    Third
    Party Reinsurance
    Derivative
    Hedging Programs
     76




---



##### Table of Contents



% ofGMWB


GMWBAccount


AccountRisk Management Strategy

Duration

Value


ValueEntire GMWB risk reinsured with a third party

Life of the product

$
5,173



11
%Dynamic hedging of capital markets risk using various derivative
    instruments(1)

Weighted average of 4 years(2)

$
7,828



17
%Entire GMWB risk reinsured with an affiliate

Life of the product

$
32,505



72
%$
45,506



100
%     (1)
    
    During 2009, the Company continued to maintain a reduced level
    of dynamic hedge protection on U.S. GAAP earnings while placing
    a greater relative emphasis on the protection of statutory
    surplus. This shift in emphasis includes the macro hedge program.(2)
    
    The weighted average of 4 years reflects varying durations
    by hedging strategy and the impact of non-parallel shifts will
    increase GAAP volatility.   77




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##### Table of Contents



Equity
    Risk Impact on Statutory Capital and Risked Based
    Capital
   CAPITAL
    RESOURCES AND LIQUIDITY    Derivative
    Commitments
      As of December 31, 2009Ratings levels

Notional Amount


Fair ValueEither BBB+ or Baa1

$
4,138


$
170Both BBB+ and Baa1(1)(2)

$
12,373


$
351     (1)
    
    The notional amount and fair value include both the scenario
    where only one rating agency takes action to this level as well
    as where both rating agencies take action to this level.(2)
    
    The notional and fair value amounts include a customized GMWB
    derivative with a notional amount of $5.4 billion and a
    fair value of $137, for which the Company has a contractual
    right to make a collateral payment in the amount of
    approximately $61 to prevent its termination.  Insurance
    Operations
   78




---



##### Table of Contents



and/or
    Debt
  Consumer
    Notes
     79




---



##### Table of Contents



Off-Balance
    Sheet Arrangements and Aggregate Contractual
    Obligations
    Payments Due by PeriodLess than








More thanTotal


1 year


1-3 years


3-5 years


5 yearsOperating leases(1)


43



15



20



8



Consumer Notes(2)


1,392



176



471



338



407Other long-term liabilities


2,020



1,973











47Life and Annuity obligations(3)


352,730



24,310



48,100



43,030



237,290Total


356,185



26,474



48,591



43,376



237,744     (1)
    
    Includes future minimum lease payments on operating lease
    agreements. See Note 10 of Notes to Consolidated Financial
    Statements for additional discussion on lease commitments.(2)
    
    Consumer notes include principal payments, contractual interest
    for fixed rate notes and, interest based on current rates for
    floating rate notes. See Note 12 of Notes to Consolidated
    Financial Statements for additional discussion of consumer notes.(3)
    
    Estimated life and annuity obligations include death claims,
    other charges associated with policyholder reserves, policy
    surrenders and policyholder dividends, offset by expected future
    deposits on in-force contracts. Estimated life and annuity
    obligations are based on mortality, morbidity and lapse
    assumptions comparable with the Companys historical
    experience, modified for recent observed trends. The Company has
    also assumed market growth consistent with assumptions used in
    amortizing deferred acquisition costs. In contrast to this
    table, the majority of the Companys obligations are
    recorded on the balance sheet at the current account values and
    do not incorporate an expectation of future market growth,
    interest crediting, or future deposits. Therefore, the estimated
    obligations presented in this table significantly exceed the
    liabilities recorded in reserve for future policy benefits and
    unpaid loss and loss adjustment expenses, other policyholder
    funds and benefits payable and separate account liabilities. Due
    to the significance of the assumptions used, the amounts
    presented could materially differ from actual results.  Dividends
    80




---



##### Table of Contents



Cash Flow

2009


2008


2007Net cash provided by (used for) operating activities

$
2,522


$
1,211


$
2,615Net cash provided by (used for) investing activities


(192
)


(6,597
)


(4,372
)Net cash provided by (used for) financing activities


(2,183
)


5,752



1,865Cash  End of Year


793



661



423   Year ended December 31, 2009 compared to Year-ended
    December 31, 2008
  Year ended December 31, 2008 compared to Year-ended
    December 31, 2007 available-for-sale
  Equity
    Markets
    Ratings
        A.M. Best


Fitch


Standard & Poors


MoodysInsurance RatingsHartford Life Insurance Company


A



A-



A



A3Hartford Life and Annuity Insurance Company


A



A-



A



A3Other RatingsHartford Life Insurance Company:Short term rating










A-1



P-2Consumer notes


a



BBB+



A



Baa1      81




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##### Table of Contents



Statutory
    Capital
        
    Costs incurred by the Company to acquire insurance policies are
    deferred under US GAAP while those costs are expensed
    immediately under US STAT.
    Temporary differences between the book and tax basis of an asset
    or liability which are recorded as deferred tax assets are
    evaluated for recoverability under US GAAP while those amounts
    deferred are subject to limitations under US STAT.
    Certain assumptions used in the determination of Life benefit
    reserves are prescribed under US STAT and are intended to be
    conservative, while the assumptions used under US GAAP are
    generally the Companys best estimates. In addition, the
    methodologies used for determining life reserve amounts are
    different between U.S. STAT and U.S. GAAP. Annuity
    reserving and cash-flow testing for death and living benefit
    reserves under US STAT are generally addressed by the
    Commissioners Annuity Reserving Valuation Methodology and
    the related Actuarial Guidelines. Under these Actuarial
    Guidelines, in general, future cash flows associated with the
    variable annuity business are included in these methodologies
    with estimates of future fee revenues, claim payments, expenses,
    reinsurance impacts and hedging impacts. At December 31,
    2008, in determining the cash-flow impacts related to future
    hedging, assumptions were made in the scenarios that generate
    reserve requirements, about the potential future decreases in
    the hedge benefits and increases in hedge costs which resulted
    in increased reserve requirements. Reserves for death and living
    benefits under U.S. GAAP are either considered embedded
    derivatives and recorded at fair value, or they may be
    considered death and other insurance benefit reserves.
    The difference between the amortized cost and fair value of
    fixed maturity and other investments, net of tax, is recorded as
    an increase or decrease to the carrying value of the related
    asset and to equity under US GAAP, while US STAT only records
    certain securities at fair value, such as equity securities and
    certain lower rated bonds required by the NAIC to be recorded at
    the lower of amortized cost or fair value. In the case of the
    Companys market value adjusted (MVA) fixed annuity
    products, invested assets are marked to fair value (including
    the impact of credit spreads) and liabilities are marked to fair
    value (but generally excluding the impacts of credited spreads)
    for statutory purposes only. In the case of the Companys
    market value adjusted (MVA) fixed annuity products, invested
    assets are marked to fair value (but generally actual credit
    spreads are not fully reflected) for statutory purposes only.
    US STAT for life insurance companies establishes a formula
    reserve for realized and unrealized losses due to default and
    equity risks associated with certain invested assets (the Asset
    Valuation Reserve), while US GAAP does not. Also, for those
    realized gains and losses caused by changes in interest rates,
    US STAT for life insurance companies defers and amortizes the
    gains and losses, caused by changes in interest rates, into
    income over the original life to maturity of the asset sold (the
    Interest Maintenance Reserve) while US GAAP does not. 82




---



##### Table of Contents




    Goodwill arising from the acquisition of a business is tested
    for recoverability on an annual basis (or more frequently, as
    necessary) for US GAAP, while under US STAT goodwill is
    amortized over a period not to exceed 10 years and the
    amount of goodwill is limited.    Risk-based
    Capital
    Sensitivity
    
    In general, as equity market levels decline, our reserves for
    death and living benefit guarantees associated with variable
    annuity contracts increases, sometimes at a greater than linear
    rate, reducing statutory surplus levels. In addition, as equity
    market levels increase, generally surplus levels will increase.
    RBC ratios will also tend to increase when equity markets
    increase. However, as a result of a number of factors and market
    conditions, including the level of hedging costs and other risk
    transfer activities, reserve requirements for death and living
    benefit guarantees and RBC requirements could increase resulting
    in lower RBC ratios.
    As the value of certain fixed-income and equity securities in
    our investment portfolio decreases, due in part to credit
    spread widening, statutory surplus and RBC ratios may decrease.
    As the value of certain derivative instruments that do not get
    hedge accounting decreases, statutory surplus and RBC ratios may
    decrease.
    Our statutory surplus is also impacted by widening credit
    spreads as a result of the accounting for the assets and
    liabilities in our fixed market value adjusted (MVA)
    annuities. Statutory separate account assets supporting the
    fixed MVA annuities are recorded at fair value. In determining
    the statutory reserve for the fixed MVA annuities, we are
    required to use current crediting rates. In many capital market
    scenarios, current crediting rates are highly correlated with
    market rates implicit in the fair value of statutory separate
    account assets. As a result, the change in statutory reserve
    from period to period will likely substantially offset the
    change in the fair value of the statutory separate account
    assets. However, in periods of volatile credit markets, such as
    we are now experiencing, actual credit spreads on investment
    assets may increase sharply for certain
    sub-sectors
    of the overall credit market, resulting in statutory separate
    account asset market value losses. As actual credit spreads are
    not fully reflected in the current crediting rates, the
    calculation of statutory reserves will not substantially offset
    the change in fair value of the statutory separate account
    assets resulting in reductions in statutory surplus. This has
    resulted and may continue to result in the need to devote
    significant additional capital to support the product. 83




---



##### Table of Contents



Contingencies
  Legal Proceedings
  Regulatory Developments
    Legislative
    Initiatives
  and/or
  Guaranty
    Fund and Other Insurance-related Assessments
     IMPACT OF
    NEW ACCOUNTING STANDARDS    Item 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   84




---



##### Table of Contents



Item 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA    Item 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    Item 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of disclosure controls and procedures
  Rule 13a-15(e)) Rule 13a-15(e)
  Managements
    annual report on internal control over financial
    reporting
  Rule 13a-15(f)
          Changes
    in internal control over financial reporting
   85




---



##### Table of Contents



Item 9B.
    OTHER
    INFORMATION   PART III  Item 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES    Year Ended


Year EndedDecember 31,


December 31,2009


2008(1) Audit fees

$
9,036,682


$
8,867,018(2) Audit-related fees(a)


735,674



564,131(3) Tax fees(b)


14,000



(4) All other fees(c)

$
30,000


$
Total

$
9,816,356


$
9,431,149     (a)
    
    Principally consisted of internal control reviews.(b)
    
    Fees for the year ended December 31, 2009 principally
    consisted of domestic and international tax compliance services
    and tax examination assistance.(c)
    
    Fees for the year ended December 31, 2009 consisted of
    benchmark studies.     PART IV  Item 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES    Consolidated Financial Statements
 86




---



##### Table of Contents



Consolidated Financial Statement Schedules
  Exhibits
 87




---



##### Table of Contents



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
  Page(s)Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Statements of Operations 
    For the Years Ended December 31, 2009, 2008 and 2007


F-3Consolidated Balance Sheets  As of
    December 31, 2009 and 2008


F-4Consolidated Statements of Changes in
    Stockholders Equity  For the Years Ended
    December 31, 2009, 2008 and 2007


F-5Consolidated Statements of Cash Flows 
    For the Years Ended December 31, 2009, 2008 and 2007


F-6Notes to Consolidated Financial Statements


F-7Schedule I  Summary of
    Investments  Other Than Investments in Affiliates


S-1Schedule III  Supplementary Insurance
    Information


S-2Schedule IV  Reinsurance


S-3Schedule V  Valuation and Qualifying
    Accounts


S-4  F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            other-than-temporary
      F-2




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
 Consolidated
    Statements of Operations  For the Years Ended December 31,2009


2008


2007(In millions)RevenuesFee income and other

$
3,752


$
4,155


$
4,470Earned premiums


377



984



983Net investment income (loss)Securities
    available-for-sale
    and other


2,505



2,588



3,056Equity securities held for trading


343



(246
)


1Total net investment income


2,848



2,342



3,057Net realized capital gains (losses):Total
    other-than-temporary
    impairment (OTTI) losses


(1,722
)


(1,888
)


(339
)OTTI losses recognized in other comprehensive income


530







Net OTTI losses recognized in earnings


(1,192
)


(1,888
)


(339
)Net realized capital gains (losses), excluding net OTTI losses
    recognized in earnings


315



(3,875
)


(595
)Total net realized capital losses


(877
)


(5,763
)


(934
)Total revenues


6,100



1,718



7,576Benefits, losses and expensesBenefits, loss and loss adjustment expenses


3, 716



4,047



3,982Benefits, loss and loss adjustment expenses  returns
    credited on International unit-linked bonds and pension products


343



(246
)


1Insurance expenses and other


1,850



1,940



1,832Amortization of deferred policy acquisition costs and present
    value of future profits


3,727



1,620



605Goodwill impairment






184



Dividends to policyholders


12



13



11Total benefits, losses and expenses


9,648



7,558



6,431Income (loss) before income tax expense


(3,548
)


(5,840
)


1,145Income tax expense (benefit)


(1,401
)


(2,181
)


252Net income (loss)


(2,147
)

$
(3,659
)

$
893Less: Net (income) loss attributable to the noncontrolling
    interest


(10
)


105



(7
)Net income (loss) attributable to Hartford Life Insurance
    Company

$
(2,157
)

$
(3,554
)

$
886    F-3




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  Consolidated Balance Sheets
  As of December 31,2009


2008(In millions,except for share data)ASSETSInvestmentsFixed maturities,
    available-for-sale,
    at fair value (amortized cost of $44,284 and $48,444)

$
40,403


$
39,560Equity securities, held for trading, at fair value (cost of
    $2,359 and $1,830)


2,443



1,634Equity securities, available for sale, at fair value (cost of
    $447 and $614)


419



434Policy loans, at outstanding balance


2,120



2,154Mortgage loans (net of allowances for loan losses of $260 and
    $13)


4,304



4,896Limited partnership and other alternative investments


759



1,033Other investments


338



1,237Short-term investments


5,128



5,742Total investments


55,914



56,690Cash


793



661Premiums receivable and agents balances, net


69



25Reinsurance recoverables, net


3,140



3,195Deferred income taxes, net


3,066



3,444Deferred policy acquisition costs and present value of future
    profits


5,779



9,944Goodwill


470



462Other assets


1,709



3,267Separate account assets


150,380



130,171Total assets

$
221, 320


$
207,859LIABILITIESReserve for future policy benefits and unpaid losses and loss
    adjustment expenses


11,318



10,602Other policyholder funds and benefits payable


43,526



52,647Other policyholder funds and benefits payable 
    International unit-liked bonds and pension products


2,419



1,613Consumer notes


1,136



1,210Other liabilities


6,245



8,373Separate account liabilities


150,380



130,171Total liabilities


215,024



204,616Commitments and contingent liabilities (Note 10)Stockholders EquityCommon stock  1,000 shares authorized, issued
    and outstanding, par value $5,690


6



6Capital surplus


8,457



6,157Accumulated other comprehensive loss, net of tax


(1,941
)


(4,531
)Retained earnings


(287
)


1,446Total stockholders equity


6,235



3,078Noncontrolling interest


61



165Total equity


6,296



3,243Total liabilities and stockholders equity

$
221,320


$
207,859    F-4




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  Consolidated Statements of Changes in
    Stockholders Equity


Accumulated OtherComprehensive Income (Loss)Net Unrealized


Net (Loss)Capital


Gain On Cash


Foreign








Non-Gains (Losses)


Flow Hedging


Currency





Total


ControllingCommon


Capital


On Securities,


Instruments,


Translation


Retained


Stockholders


Interest


TotalStock


Surplus


Net of Tax


Net of Tax


Adjs


Earnings


Equity


(Note 17)


Equity(In millions)2009Balance, December 31, 2008

$
6


$
6,157


$
(4,806
)

$
440


$
(165
)

$
1,446


$
3,078


$
165


$
3,243Comprehensive incomeNet loss






















(2,157
)


(2,157
)






(2,157
)Other comprehensive income, net of tax(1)Net change in unrealized capital gains (losses) on securities(2)










3,229















3,229







3,229Net gains on cash flow hedging instruments














(292
)










(292
)






(292
)Cumulative translation adjustments


















115







115







115Total other comprehensive income


























3,052







3,052Total comprehensive income


























895







895Capital contribution from parent(3)






2,300



















2,300







2,300Dividends declared






















(38
)


(38
)






(38
)Cumulative effect of accounting changes, net of tax










(462
)










462











Change in noncontrolling interest ownership






























(114
)


(114
)Noncontrolling income (loss)






























10



10Balance, December 31, 2009

$
6


$
8,457


$
(2,039
)

$
148


$
(50
)

$
(287
)

$
6,235


$
61



6,2962008Balance, December 31, 2007

$
6


$
3,746


$
(318
)

$
(137
)

$
8


$
5,315


$
8,620


$
255


$
8,875Comprehensive incomeNet loss






















(3,554
)


(3,554
)






(3,554
)Other comprehensive income, net of tax(1)net change in unrealized capital gains (losses) on securities(2)










(4,488
)














(4,488
)






(4,488
)Net loss on cash flow hedging instruments














577











577







577Cumulative translation adjustments


















(173
)






(173
)






(173
)Total other comprehensive loss


























(4,084
)






(4,084
)Total comprehensive loss


























(7,638
)






(7,638
)Capital contribution from parent(3)






2,411



















2,411







2,411Dividends declared






















(313
)


(313
)






(313
)Cumulative effect of accounting changes, net of tax






















(2
)


(2
)






(2
)Change in noncontrolling interest ownership






























15



15Noncontrolling income (loss)






























(105
)


(105
)Balance, December 31, 2008

$
6


$
6,157


$
(4,806
)

$
440


$
(165
)

$
1,446


$
3,078


$
165


$
3,2432007Balance, December 31, 2006Comprehensive income

$
6


$
3,317


$
503


$
(210
)

$
(4
)

$
4,894


$
8,506


$
142


$
8,648Net income






















886



886







886Other comprehensive income, net of tax(1)net change in unrealized capital gains (losses) on securities(2)










(821
)














(821
)






(821
)Net loss on cash flow hedging instruments














73











73







73Cumulative translation adjustments


















12







12







12Total other comprehensive income


























(736
)






(736
)Total comprehensive income


























150







150Capital contribution from parent






429



















429







429Dividends declared






















(461
)


(461
)






(461
)Cumulative effect of accounting changes, net of tax






















(4
)


(4
)






(4
)Change in noncontrolling interest ownership






























106



106Noncontrolling income (loss)






























7



7Balance, December 31, 2007

$
6


$
3,746


$
(318
)

$
(137
)

$
8


$
5,315


$
8,620


$
255


$
8,875     (1)
    
    Net change in unrealized capital
    gain on securities is reflected net of tax provision (benefit)
    and other items of $(1,739), $2,416 and $443 for the years ended
    December 31, 2009, 2008 and 2007, respectively. Net (loss)
    gain on cash flow hedging instruments is net of tax provision
    (benefit) of $157, $(310) and $(39) for the years ended
    December 31, 2009, 2008 and 2007, respectively. There is no
    tax effect on cumulative translation adjustments.(2)
    
    There were reclassification
    adjustments for after-tax gains (losses) realized in net income
    of $(1,076), $(1,396), and $(135) for the years ended
    December 31, 2009, 2008 and 2007, respectively.(3)
    
    The Company received
    $2.1 billion in capital contributions from its parent and
    returned capital of $700 to its parent. The Company received
    noncash capital contributions of $887 as a result of valuations
    associated with the October 1st reinsurance transaction
    with an affiliated captive reinsurer. Refer to Note 16
    Transactions with Affiliates. The Company received a noncash
    asset capital contribution of $180 from its parent company
    during 2008.   F-5




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##### Table of Contents





HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  Consolidated Statements of Cash Flows
  For the Years Ended December 31,2009


2008


2007(In millions)Operating ActivitiesNet income(loss)

$
(2,147
)

$
(3,659
)

$
893Adjustments to reconcile net income(loss) to net cash
    provided by operating activitiesAmortization of deferred policy acquisition costs and present
    value of future profits


3,727



1,620



605Additions to deferred policy acquisition costs and present value
    of future profits


(674
)


(1,258
)


(1,557
)Change in:Reserve for future policy benefits, unpaid losses and loss
    adjustment expenses


574



1,161



1,228Reinsurance recoverables


66



(29
)


(235
)Receivables and other assets


(20
)


66



188Payables and accruals


420



(369
)


585Accrued and deferred income taxes


(797
)


(2,166
)


(112
)Net realized capital losses


877



5,763



934Net receipts from investment contracts related to policyholder
    funds  International unit-linked bonds and pension
    products


804



396



867Net increase in equity securities held for trading


(809
)


(386
)


(877
)Depreciation and amortization


173



78



441Goodwill impairment






184



Other, net


328



(190
)


(345
)Net cash provided by (used for) operating activities

$
2,522


$
1,211


$
2,615Investing ActivitiesProceeds from the sale/maturity/prepayment of:Fixed maturities and short-term investments, available for sale

$
37,224


$
12,104


$
19,094Equity securities,
    available-for-sale


162



140



315Mortgage loans


413



325



958Partnerships


173



250



175Payments for the purchase of:Fixed maturities and short-term investments, available for sale


(35,519
)


(18,216
)


(22,027
)Equity securities,
    available-for-sale


(61
)


(144
)


(484
)Mortgage loans


(197
)


(1,067
)


(2,492
)Partnerships


(121
)


(330
)


(607
)Derivative net


(520
)


1,170



(274
)Purchase price of businesses acquired






(78
)


(10
)Change in policy loans, net


34



(139
)


(6
)Change in payables for collateral under securities lending, net


(1,805
)


(974
)


1,306Change in all other, net


25



362
)


(320
)Net cash provided by (used for) investing activities

$
(192
)

$
(6,597
)

$
(4,372
)Financing ActivitiesDeposits and other additions to investment and universal
    life-type contracts


13,398



22,449



.33,282Withdrawals and other deductions from investment and universal
    life-type contracts


(23,487
)


(28,105
)


(31,299
)Net transfers (to)/from separate accounts related to investment
    and universal life-type contracts


6,805



7,074



(607
)Issuances (repayments) of structured financing


(189
)


2,001



Capital contributions(1),(2)


1,397



2,231



397Dividends paid(1)


(33
)


(299
)


(459
)Net Issuances/(Repayments) at maturity or settlement of consumer
    notes


(74
)


401



551Net cash provided by (used for) financing activities

$
(2,183
)

$
5,752


$
1,865Impact of foreign exchange


(15
)


(128
)


3Net (decrease) increase in cash


132



238



111Cash  beginning of year


661



423



312Cash  end of year

$
793


$
661


$
423Supplemental Disclosure of Cash Flow Information:Net Cash Paid (Received) During the Year for:Income taxes

$
(282
)

$
(183
)

$
329     Supplemental schedule of noncash operating and financing
    activities:
  (1)
    
    The Company made noncash dividends
    of $5 related to the assumed reinsurance agreements with
    Hartford Life Insurance K.K. The Company made noncash dividends
    of $54 and received a noncash capital contributions of $180 from
    its parent company during 2008 related to the assumed
    reinsurance agreement with Hartford Life Insurance K.K.(2)
    
    The Company received noncash
    capital contributions of $887 as a result of valuations
    associated with an October 1st reinsurance transaction with
    an affiliated captive reinsurer. Refer to Note 16
    Transactions with Affiliates for further discussion of this
    transaction. F-6




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##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
 (Dollar amounts in millions, unless otherwise stated)
  1.
    Basis of
    Presentation and Accounting Policies      Consolidation
    Use of
    Estimates
    other-than-temporary available-for-sale and/or
  Subsequent
    Events
    Reclassifications
    Adoption
    of New Accounting Standards
  Other-Than-Temporary
    Impairments
  other-than-temporary
 F-7




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##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Noncontrolling
    Interests in Consolidated Financial Statements
    Future
    Adoption of New Accounting Standards
  Amendments
    to Consolidation Guidance for VIEs
       F-8




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##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Significant
    Accounting Policies
    Accounting Policy

NoteFair Value Measurements


3Investments and Derivative Instruments


4Reinsurance


5Deferred Policy Acquisition Costs and Present Value of Future
    Profits


6Goodwill and Other Intangible Assets


7Separate Accounts


8Sales Inducements


9Commitments and Contingencies


10Income Taxes


11   Dividends
    to Policyholders
      Foreign
    Currency Translation
    Mutual
    Funds
   F-9




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##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    Policyholder Funds and Benefits Payable
      Reserve
    for Future Policy Benefits and Unpaid Losses and Loss
    Adjustment
     F-10




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Revenue
    Recognition
    Income
    Taxes
    2.
    Segment
    Information      not-for-profit
           F-11




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##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      For the Years EndedDecember 31,Revenues by Product Line

2009


2008


2007RevenuesLifeEarned premiums, fees, and other considerationsRetailIndividual annuity:Individual variable annuity

$
1,552


$
1,943


$
2,225Fixed / MVA Annuity


(3
)


(5
)


1Other


138



3



Retail mutual funds


423



736



751Total Retail


2,110



2,677



2,977Individual LifeVariable Life


503



374



379Universal Life


362



376



344Term Life


37



42



48Total Individual Life


902



792



771Retirement Plans401(k)


286



290



187403(b)/457


38



48



55Total Retirement Plans


324



338



242InstitutionalIIP


386



929



1,018PPLI


115



118



224Total Institutional


501



1,047



1,242Other


292



285



221Total Life premiums, fees, and other considerations


4,129



5,139



5,453Net investment income


2,848



2,342



3,057Net realized capital losses


(877
)


(5,763
)


(934
)Total Life

$
6,100


$
1,718


$
7,576   F-12




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##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Years EndedDecember 31,2009


2008


2007Net Income (Loss)Retail

$
(1,929
)

$
(1,248
)

$
809Individual Life


8



(47
)


175Retirement Plans


(222
)


(157
)


61Institutional


(527
)


(504
)


12Other


513



(1,598
)


(171
)Total net loss

$
(2,157
)

$
(3,554
)

$
886Net investment incomeRetail

$
756


$
755


$
810Individual Life


304



308



331Retirement Plans


315



342



355Institutional


817



988



1,227Other


656



(51
)


334Total net investment income

$
2,848


$
2,342


$
3,057Amortization of deferred policy acquisition and present value
    of future profitsRetail

$
3,239


$
1,347


$
404Individual Life


312



166



117Retirement Plans


56



91



58Institutional


17



19



23Other


103



(3
)


3Total amortization of DAC

$
3,727


$
1,620


$
605Income tax expense (benefit)Retail

$
(1,281
)

$
(894
)

$
213Individual Life


(27
)


(36
)


85Retirement Plans


(143
)


(132
)


18Institutional


(295
)


(283
)


(2
)Other


345



(836
)


(59
)Total income tax expense

$
(1,401
)

$
(2,181
)

$
255   F-13




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##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31,2009


2008AssetsRetail

$
100,946


$
97,453Individual Life


14,527



13,347Retirement Plans


28,180



22,668Institutional


61,925



59,638Other


15,742



14,753Total assets

$
221, 320


$
207,859   3.
    Fair
    Value Measurements  Fair
    Value Disclosures
  available-for-sale
    Level 1
    Observable inputs that reflect quoted prices for identical
    assets or liabilities in active markets that the Company has the
    ability to access at the measurement date. Level 1
    securities include highly liquid U.S. Treasuries, money
    market funds, and exchange traded equity and derivative
    securities.Level 2
    Observable inputs, other than quoted prices included in
    Level 1, for the asset or liability or prices for similar
    assets and liabilities. Most debt securities and some preferred
    stocks are model priced by vendors using observable inputs and
    are classified within Level 2. Also included in the
    Level 2 category are derivative instruments that are priced
    using models with observable market inputs, including interest
    rate, foreign currency and certain credit default swap contracts
    and have no significant unobservable market inputs.Level 3
    Valuations that are derived from techniques in which one or more
    of the significant inputs are unobservable (including
    assumptions about risk). Level 3 securities include less
    liquid securities such as highly structured
    and/or lower
    quality asset-backed securities (ABS), commercial
    mortgage-backed securities (CMBS), commercial real
    estate (CRE) collateralized debt obligations
    (CDOs), residential mortgage-backed securities
    (RMBS) primarily below prime loans, and private
    placement securities. Also included in Level 3 are
    guaranteed product embedded and reinsurance derivatives and
    other complex derivatives securities, including customized GMWB
    hedging derivatives, equity derivatives, longer dated
    derivatives, swaps with optionality, and certain complex credit
    derivatives. Because Level 3 fair values, by their nature,
    contain unobservable market inputs as there is little or no
    observable market for these assets and liabilities, considerable
    judgment is used to determine the Level 3 fair values.
    Level 3 fair values represent the Companys best
    estimate of an amount that could be realized in a current market
    exchange absent actual market exchanges.   F-14




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##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
    December 31, 2009Quoted Pricesin Active


Significant


SignificantMarkets for


Observable


UnobservableIdentical Assets


Inputs


InputsTotal


(Level 1)


(Level 2)


(Level 3)Assets accounted for at fair value on a recurring basisABS

$
1,903


$



$
1,406


$
497CDOs


2,165







56



2,109CMBS


5,365







5,096



269Corporate


23,667







18,428



5,239Foreign government/government agencies


846







766



80States, municipalities and political subdivisions
    (Municipal)


780







562



218RMBS


3,336







2,341



995U.S. Treasuries


2,341



325



2,016



Total fixed maturities


40,403



325



30,671



9,407Equity securities, trading


2,443



2,443







Equity securities, AFS


419



113



274



32Other investmentsVariable annuity hedging derivatives and macro hedge program


212



8



16



188Other derivatives(1)


8







(4
)


12Total other investments


220



8



12



200Short-term investments


5,128



3,785



1,343



Reinsurance recoverable for U.S. GMWB and Japan GMWB, GMIB, and
    GMAB(2)


1,108











1,108Separate account assets(3)


147,418



112,863



33,593



962Total assets accounted for at fair value on a recurring
    basis

$
197,139


$
119,537


$
65,893


$
11,709Liabilities accounted for at fair value on a recurring
    basisOther policyholder funds and benefits payableGuaranteed living benefits

$
(3,439
)

$



$



$
(3,439
)Institutional notes


(2
)










(2
)Equity linked notes


(10
)










(10
)Total other policyholder funds and benefits payable


(3,451
)










(3,451
)Other liabilities(4)Variable annuity hedging derivatives and macro hedge program


158



(2
)


(178
)


338Other derivative liabilities


(45
)






125



(170
)Total other liabilities


113



(2
)


(53
)


168Consumer notes(5)


(5
)










(5
)Total liabilities accounted for at fair value on a recurring
    basis

$
(3,343
)

$
(2
)

$
(53
)

$
(3,288
)  F-15




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    Includes
    over-the-counter
    derivative instruments in a net asset value position which may
    require the counterparty to pledge collateral to the Company. At
    December 31, 2009, $104 was the amount of cash collateral
    liability that was netted against the derivative asset value on
    the Consolidated Balance Sheet, and is excluded from the table
    above. See footnote 3 below for derivative liabilities.(2)
    
    Includes fair value of reinsurance recoverables of approximately
    $761 related to a transaction entered into on October 1,
    2009 with an affiliated captive reinsurer. Please see
    note 16 Transactions with Affiliates for more information.(3)
    
    As of December 31 ,2009 excludes approximately $3 billion
    of investment sales receivable that are not subject to fair
    value accounting.(4)
    
    Includes
    over-the-counter
    derivative instruments in a net negative market value position
    (derivative liability). In the Level 3 roll forward table
    included below in this Note, the derivative asset and liability
    are referred to as freestanding derivatives and are
    presented on a net basis.(5)
    
    Represents embedded derivatives associated with non-funding
    agreement-backed consumer equity-linked notes.  December 31, 2008Quoted Pricesin Active


Significant


SignificantMarkets for


Observable


UnobservableIdentical Assets


Inputs


InputsTotal


(Level 1)


(Level 2)


(Level 3)Assets accounted for at fair value on a recurring basisFixed maturities

$
39,560


$
3,502


$
27,316


$
8,742Equity securities, trading


1,634



1,634







Equity securities, AFS


434



148



227



59Other investmentsVariable annuity hedging derivatives and macro hedge program


600







13



587Other derivatives(1)


522







588



(66
)Total other investments


1,122







601



521Short-term investments


5,742



4,030



1,712



Reinsurance recoverable for U.S. GMWB


1,302











1,302Separate account assets(2)


126,367



94,394



31,187



786Total assets accounted for at fair value on a recurring
    basis

$
176,161


$
103,708


$
61,043


$
11,410Liabilities accounted for at fair value on a recurring
    basisOther policyholder funds and benefits payableGuaranteed living benefits

$
(9,206
)

$



$



$
(9,206
)Institutional notes


(41
)










(41
)Equity linked notes


(8
)










(8
)Total other policyholder funds and benefits payable


(9,255
)










(9,255
)Other liabilitiesVariable annuity hedging derivatives and macro hedge program


2,201







14



2,187Other derivative liabilities


5







173



(168
)Total Other liabilities(3)


2,206







187



2,019Consumer notes(4)


(5
)










(5
)Total liabilities accounted for at fair value on a recurring
    basis

$
(7,054
)

$



$
187


$
(7,241
)  F-16




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    Includes
    over-the-counter
    derivative instruments in a net asset value position which may
    require the counterparty to pledge collateral to the Company. At
    December 31, 2008, $507 of cash collateral liability was
    netted against the derivative asset value on the Consolidated
    Balance Sheet, and is excluded from the table above. See
    footnote 3 below for derivative liabilities.(2)
    
    As of December 31, 2008 excludes approximately
    $3 billion of investment sales receivable net of investment
    purchases payable that are not subject to fair value accounting.(3)
    
    Includes
    over-the-counter
    derivative instruments in a net negative market value position
    (derivative liability). In the Level 3 roll-forward table
    included below in this Note, the derivative asset and liability
    are referred to as freestanding derivatives and are
    presented on a net basis.(4)
    
    Represents embedded derivatives associated with non-funding
    agreement-backed consumer equity-linked notes.  Determination
    of fair values
    Available-for-Sale
    Securities and Short-Term Investments
  and/or
   F-17




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Derivative
    Instruments, including embedded derivatives within
    investments
     F-18




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Product
    Derivatives
        U.S. GMWB
    Ceded Reinsurance Derivative
      Adoption
    of Fair Value Accounting
      Separate
    Account Assets
   F-19




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Living
    Benefits Required to be Fair Valued (in Other Policyholder Funds
    and Benefits Payable)
      US
    GMWB
  
    The relative outperformance (underperformance) of the underlying
    actively managed funds as compared to their respective indices
    resulting in a pre-tax gain (loss) of approximately $481 and
    $(355), for 2009 and 2008; and
    Assumption updates, including policyholder behavior assumptions,
    affected best estimates and margins for a total realized gain
    before-tax of $495 and $470 for 2009 and 2008; and
    The credit standing adjustment, resulting in a pre-tax gain of
    approximately $135 and $6 for 2009 and 2008.  International
    GMWB, GMAB, and GMIB
  
    Assumption updates, including policyholder behavior assumptions,
    affected best estimates and margins for a total realized gain
    (loss) before-tax of $(264) and $0 for 2009 and 2008; and
    The credit standing adjustment, resulting in a pre-tax gain
    (loss) of approximately $155 and $(115) for 2009 and 2008. F-20




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Assets
    and Liabilities Measured at Fair Value on a Recurring Basis
    Using Significant Unobservable Inputs
    (Level 3)
    Roll-forward of Financial Instruments Measured at Fair Value
    on a Recurring Basis Using Significant Unobservable Inputs
    (Level 3) for the twelve months from January 1,
    2009 to December 31, 2009
  Changes inTotal realized/unrealized











unrealizedgains (losses)











gains (losses)Fair value


included in:


Purchases,


Transfers in


Fair value


included in netas of


Net





issuances,


and/or


as of


income relatedJanuary 1,


income





and


(out) of


December 31,


to financialAsset (Liability)

2009


(1),(2),(8)


OCI(3)


settlements


Level 3(4)


2009


Asset (Liability)AssetsFixed maturitiesABS

$
429


$
(39
)

$
148


$
(21
)

$
(20
)

$
497


$
(29
)CDO


1,981



(426
)


720



(118
)


(48
)


2,109



(382
)CMBS


263



(170
)


196



(53
)


33



269



(37
)Corporate


4,421



(56
)


723



552



(401
)


5,239



(45
)Foreign govt./govt. agencies


74











19



(13
)


80



Municipal


155







4



29



30



218



RMBS


1,419



(344
)


136



(174
)


(42
)


995



(220
)Total fixed maturities


8,742



(1,035
)


1,927



234



(461
)


9,407



(713
)Equity securities, AFS


59



(1
)


8



(1
)


(33
)


32



(1
)Derivatives(5)Variable annuity hedging derivatives and macro hedge program


2,774



(1,643
)






(605
)






526



(1,170
)Other freestanding derivatives


(234
)


73



(4
)


16



(9
)


(158
)


129Total freestanding derivatives


2,540



(1,570
)


(4
)


(589
)


(9
)


368



(1,041
)Reinsurance recoverable for U.S. GMWB and Japan GMWB, GMIB, and
    GMAB(1),(7),(9)


1,302



(1,565
)


(51
)


1,422







1,108



(1,565
)Separate accounts(6)


786



(65
)






344



(103
)


962



(38
)LiabilitiesOther policyholder funds and benefits payable(1)Guaranteed living benefits

$
(9,206
)


5,833



174



(240
)






(3,439
)


5,833Institutional notes


(41
)


39















(2
)


39Equity linked notes


(8
)


(2
)














(10
)


(2
)Total other policyholder funds and benefits payable(1)


(9,255
)


5,870



174



(240
)






(3,451
)


5,870Consumer notes


(5
)


















(5
)


     (1)
    
    The Company classifies gains and losses on GMWB reinsurance
    derivatives and Guaranteed Living Benefit embedded derivatives
    as unrealized gains (losses) for purposes of disclosure in this
    table because it is impracticable to track on a
    contract-by-contract
    basis the realized gains (losses) for these derivatives and
    embedded derivatives.(2)
    
    All amounts in these columns are reported in net realized
    capital gains (losses) except for $3, which is reported in
    benefits, losses and loss adjustment expenses. All amounts are
    before income taxes and amortization of DAC.(3)
    
    All amounts are before income taxes and amortization of DAC. F-21




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (4)
    
    Transfers in and/or (out) of Level 3 are attributable to a
    change in the availability of market observable information and
    re-evaluation of the observability of pricing inputs primarily
    for certain long-dated corporate bonds and preferred stocks.(5)
    
    Derivative instruments are reported in this table on a net basis
    for asset/(liability) positions and reported in the Consolidated
    Balance Sheet in other investments and other liabilities.(6)
    
    The realized/unrealized gains (losses) included in net income
    for separate account assets are offset by an equal amount for
    separate account liabilities, which results in a net zero impact
    on net income for the Company.(7)
    
    Includes fair value of reinsurance recoverables of approximately
    $761 related to a transaction entered into on October 1,
    2009 with an affiliated captive reinsurer. Please see
    Note 16 Transactions with Affiliates for more information.(8)
    
    Includes both market and non-market impacts in deriving realized
    and unrealized gains (losses)(9)
    
    During July 2008, the Company reinsured, with a third party,
    U.S. GMWB risks associated with approximately $7.8 billion
    of account value sold between 2003 and 2006. The reinsurance
    agreement is an 80% quota-share agreement. The third
    partys financial strength is rated A+ by A.M. Best,
    AA- by Standard and Poors and Aa2 by Moodys. The
    reinsurance agreement will be accounted for as a freestanding
    derivative F-22




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Roll-forward
    of Financial Instruments Measured at Fair Value on a Recurring
    Basis Using Significant Unobservable Inputs
    (Level 3) for the twelve months from January 1,
    2008 to December 31, 2008
  Changes inunrealizedgains (losses)Total











included in netrealized/unrealized











income relatedgains (losses)











to financialFair value


included in:


Purchases,


Transfers in


Fair value


instrumentsas of


Net





issuances,


and/or


as of


still held atJanuary 1,


income





and


(out) of


December 31,


December 31,Asset (Liability)

2008


(1),(2),(11)


OCI(3)


settlements


Level 3(4)


2008


2008(2)AssetsFixed maturities

$
13,558


$
(659
)

$
(3,382
)

$
526


$
(1,301
)

$
8,742


$
(515
)Equity securities, AFS


563



1



(27
)


3



(481
)


59



(2
)Freestanding derivatives(4)Variable annuity hedging derivatives and macro hedge program


673



2,096







5







2,774



1,995Other freestanding derivatives


(303
)


(316
)


16



271



98



(234
)


(225
)Total freestanding derivatives


370



1,780



16



276



98



2,540



1,770Reinsurance recoverable(1),(2),(9)


238



962







102







1,302



962Separate accounts(6)


701



(204
)






(26
)


315



786



(73
)Supplemental Asset InformationTotal freestanding derivatives used to hedge U.S. GMWB including
    those in Levels 1, 2 and 3(10)


643



3,374







(1,353
)






2,664



3,374LiabilitiesOther policyholder funds and benefits payable(2)Guaranteed living benefits

$
(1,692
)

$
(7,019
)

$
(248
)

$
(247
)

$



$
(9,206
)

$
(7,019
)Institutional notes


(24
)


(17
)














(41
)


(17
)Equity linked notes


(21
)


13















(8
)


13Total other policyholder funds and benefits payable accounted
    for at fair value(2)


(1,737
)


(7,023
)


(248
)


(247
)






(9,255
)


(7,023
)Consumer notes


(5
)


5







(5
)






(5
)


5Supplemental InformationNet U.S. GMWB (Embedded derivatives, freestanding derivatives
    including those in Levels 1, 2 and 3 and reinsurance
    recoverable)(8)

$
(552
)

$
(631
)

$



$
(1,377
)

$



$
(2,560
)

$
(631
)     (1)
    
    The January 1, 2008 fair value of $238 includes the pre
    fair value amount of $128 and transitional adjustment of $110.(2)
    
    The Company classifies all the gains and losses on GMWB
    reinsurance derivatives and GMWB embedded derivatives and
    reinsured GMWB, GMIB and GMAB free standing derivatives as
    unrealized gains/losses for purposes of disclosure in this table
    because it is impracticable to track on a
    contract-by-contract
    basis the realized gains/losses for these derivatives and
    embedded derivatives.(3)
    
    All amounts in these columns are reported in net realized
    capital gains/losses, except for $6 for the twelve months ending
    December 31, 2009, which is reported in benefits, losses
    and loss adjustment expenses. All amounts are before income
    taxes and amortization of DAC.(4)
    
    The freestanding derivatives, excluding reinsurance derivatives
    instruments, are reported in this table on a net basis for
    asset/ (liability) positions and reported on the Consolidated
    Balance Sheet in other investments and other liabilities. F-23




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (5)
    
    All amounts are before income taxes and amortization of DAC.(6)
    
    The realized/unrealized gains (losses) included in net income
    for separate account assets are offset by an equal amount for
    separate account liabilities which results in a net zero impact
    on net income for the Company.(7)
    
    Transfers in and/or (out) of Level 3 are attributable to a
    change in the availability of market observable information for
    individual securities within respective categories.(8)
    
    The net loss on U.S. GMWB since January 1, 2008 was
    primarily related to liability model assumption updates for
    mortality in the first quarter and market-based hedge
    ineffectiveness in the third and fourth quarters due to
    extremely volatile capital markets, partially offset by gains in
    the fourth quarter related to liability model assumption updates
    for lapse rates.(9)
    
    During July 2008, the Company reinsured, with a third party,
    U.S. GMWB risks associated with approximately $7.8 billion
    of account value sold between 2003 and 2006. The reinsurance
    agreement is an 80% quota-share agreement. The third
    partys financial strength is rated A+ by A.M. Best,
    AA- by Standard and Poors and Aa2 by Moodys. The
    reinsurance agreement will be accounted for as a freestanding
    derivative.(10)
    
    The Purchases, issuances, and settlements primarily
    relates to the receipt of cash on futures and option contracts
    classified as Level 1 and interest rate, currency and
    credit default swaps classified as Level 2.(11)
    
    Includes both market and non-market impacts in deriving realized
    and unrealized gains (losses)  Financial
    Instruments Not Carried at Fair Value
    December 31,


December 31,2009


2008Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueAssetsPolicy loans

$
2,120


$
2,252


$
2,154


$
2,366Mortgage loans


4,304



3,645



4,896



4,265LiabilitiesOther policyholder funds and benefits payable(1)

$
11,919


$
12,101


$
14,421


$
14,158Consumer notes


1,131



1,194



1,210



1,188     (1)
    
    Excludes group accident and health and universal life insurance
    contracts, including corporate owned life insurance.
    
    Fair value for policy loans and consumer notes were estimated
    using discounted cash flow calculations.
    
    Fair values for mortgage loans were estimated using discounted
    cash flow calculations based on current lending rates for
    similar type loans. Current incremental lending rates reflect
    changes in credit spreads and the remaining terms of the loans.
    
    Other policyholder funds and benefits payable, not carried at
    fair value, is determined by estimating future cash flows,
    discounted at the current market rate.  4.
    Investments
    and Derivative Instruments  Significant
    Investment Accounting Policies
   F-24




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recognition
    and Presentation of
    Other-Than-Temporary
    Impairments
  other-than-temporary other-than-temporary other-than-temporarily other-than-temporarily
   F-25




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  loan-to-value and/or
  other-than-temporary,
    Mortgage
    Loan Valuation Allowances
  and/or
   F-26




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Net
    Realized Capital Gains and Losses
    Net
    Investment Income
  and/or
    Significant
    Derivative Instruments Accounting Policies
  Overview
         F-27




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Accounting
    and Financial Statement Presentation of Derivative Instruments
    and Hedging Activities
    and/or
  Fair
    Value Hedges
    Cash
    Flow Hedges
    Net
    Investment in a Foreign Operation Hedges
   F-28




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    Investment and/or Risk Management Activities
  and/or and/or
  Hedge
    Documentation and Effectiveness Testing
    Discontinuance
    of Hedge Accounting
          Embedded
    Derivatives
   F-29




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Credit
    Risk
    Net
    Investment Income
  For the Years Ended December 31,(Before-tax)

2009


2008


2007Fixed maturities

$
2,094


$
2,458


$
2,714Equity securities, AFS


43



65



54Mortgage loans


232



251



227Policy loans


136



136



132Limited partnerships and other alternative investments


(171
)


(224
)


112Other investments


242



(33
)


(120
)Investment expenses


(71
)


(65
)


(63
)Net investment income excluding equity securities, trading


2,505



2,588



3,056Equity securities, trading


343



(246
)


1Total net investment income

$
2,848


$
2,342


$
3,057    F-30




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Net
    Realized Capital Losses
  For the Years EndedDecember 31,(Before-tax)

2009


2008


2007Gross gains on sales

$
364


$
383


$
187Gross losses on sales


(828
)


(398
)


(142
)Net OTTI losses recognized in earnings


(1,192
)


(1,888
)


(339
)Japanese fixed annuity contract hedges, net(1)


47



64



18Periodic net coupon settlements on credit derivatives/Japan


(33
)


(34
)


(40
)Fair value measurement transition impact






(798
)


Results of variable annuity hedge programGMWB derivatives, net


1,505



(687
)


(286
)Macro hedge program


(895
)


74



(12
)Total results of variable annuity hedge program


610



(613
)


(298
)GMIB/GMAB/GMWB reinsurance assumed


1,106



(1,986
)


(155
)Coinsurance and modified coinsurance ceded reinsurance contracts


(577
)Other, net(2)


(374
)


(493
)


(165
)Net realized capital losses

$
(877
)

$
(5,763
)

$
(934
)     (1)
    
    Relates to derivative hedging instruments, excluding periodic
    net coupon settlements, and is net of the Japanese fixed annuity
    product liability adjustment for changes in the dollar/yen
    exchange spot rate.(2)
    
    Consists of changes in fair value on non-qualifying derivatives,
    hedge ineffectiveness on qualifying derivative instruments,
    foreign currency gains and losses related to the internal
    reinsurance of the Japan variable annuity business, which is
    offset in AOCI, valuation allowances and other investment gains
    and losses.  Sales of
    Available-for-Sale
    Securities
  For the Years EndedDecember 31,2009


2008


2007Fixed maturitiesSale proceeds

$
27,809


$
9,366


$
12,415Gross gains


495



291



246Gross losses


(830
)


(472
)


(135
)Equity securities, AFSSale proceeds

$
162


$
126


$
296Gross gains


2



11



12Gross losses


(27
)


(21
)


(7
)    F-31




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other-Than-Temporary
    Impairment Losses
    Credit ImpairmentBalance as of January 1, 2009

$
Credit impairments remaining in retained earnings related to
    adoption of new accounting guidance in April 2009


(941
)Additions for credit impairments recognized on(1):Securities not previously impaired


(690
)Securities previously impaired


(201
)Reductions for credit impairments previously recognized on:Securities that matured or were sold during the period


196Securities that the Company intends to sell or more likely than
    not will be required to sell before recovery


1Securities due to an increase in expected cash flows


3Balance as of December 31, 2009

$
(1,632
)     Available-for-Sale
    Securities
    December 31, 2009


December 31, 2008Cost or


Gross


Gross








Cost or


Gross


GrossAmortized


Unrealized


Unrealized


Fair


Non-Credit


Amortized


Unrealized


Unrealized


FairCost


Gains


Losses


Value


OTTI(1)


Cost


Gains


Losses


ValueABS

$
2,344


$
31


$
(472
)

$
1,903


$
(26
)

$
2,790


$
5


$
(819
)

$
1,976CDOs


3,158



19



(1,012
)


2,165



(123
)


3,692



2



(1,713
)


1,981CMBS


6,844



76



(1,555
)


5,365



(8
)


8,243



21



(2,915
)


5,349Corporate


23,621



985



(939
)


23,667



(11
)


21,252



441



(2,958
)


18,735Foreign govt./govt. agencies


824



35



(13
)


846







2,094



86



(33
)


2,147Municipal


971



3



(194
)


780







917



8



(220
)


705RMBS


3,965



68



(697
)


3,336



(166
)


4,423



57



(882
)


3,598U.S. Treasuries


2,557



5



(221
)


2,341







5,033



75



(39
)


5,069Total fixed maturities


44,284



1,222



(5,103
)


40,403



(334
)


48,444



695



(9,579
)


39,560Equity securities


447



38



(66
)


419







614



4



(184
)


434Total AFS securities

$
44,731


$
1,260


$
(5,169
)

$
40,822


$
(334
)

$
49,058


$
699


$
(9,763
)

$
39,994     (1)
    
    Represents the amount of cumulative non-credit OTTI losses
    recognized in OCI on securities that also had a credit
    impairment. These losses are included in gross unrealized losses
    as of December 31, 2009. F-32




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 31, 2009Maturity

Amortized Cost


Fair ValueOne year or less

$
828


$
844Over one year through five years


8,555



8,786Over five years through ten years


7,436



7,511Over ten years


11,154



10,493Subtotal


27,973



27,634Mortgage-backed and asset-backed securities


16,311



12,769Total

$
44,284


$
40,403     Concentration
    of Credit Risk
        Security
    Unrealized Loss Aging
    December 31, 2009Less Than 12 Months


12 Months or More


TotalAmortized


Fair


Unrealized


Amortized


Fair


Unrealized


Amortized


Fair


UnrealizedCost


Value


Losses


Cost


Value


Losses


Cost


Value


LossesABS

$
278


$
230


$
(48
)

$
1,364


$
940


$
(424
)

$
1,642


$
1,170


$
(472
)CDOs


990



845



(145
)


2,158



1,291



(867
)


3,148



2,136



(1,012
)CMBS


1,207



1,016



(191
)


4,001



2,637



(1,364
)


5,208



3,653



(1,555
)Corporate


3,434



3,207



(227
)


4,403



3,691



(712
)


7,837



6,898



(939
) F-33




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31, 2009Less Than 12 Months


12 Months or More


TotalAmortized


Fair


Unrealized


Amortized


Fair


Unrealized


Amortized


Fair


UnrealizedCost


Value


Losses


Cost


Value


Losses


Cost


Value


LossesForeign govt./govt. agencies


316



307



(9
)


30



26



(4
)


346



333



(13
)Municipal


119



113



(6
)


791



603



(188
)


910



716



(194
)RMBS


664



600



(64
)


1,688



1,055



(633
)


2,352



1,655



(697
)U.S. Treasuries


1,573



1,534



(39
)


628



446



(182
)


2,201



1,980



(221
)Total fixed maturities


8,581



7,852



(729
)


15,063



10,689



(4,374
)


23,644



18,541



(5,103
)Equity securities


65



49



(16
)


246



196



(50
)


311



245



(66
)Total securities in an unrealized loss

$
8,646


$
7,901


$
(745
)

$
15,309


$
10,885


$
(4,424
)

$
23,955


$
18,786


$
(5,169
)   December 31, 2008Less Than 12 Months


12 Months or More


TotalAmortized


Fair


Unrealized


Amortized


Fair


Unrealized


Amortized


Fair


UnrealizedCost


Value


Losses


Cost


Value


Losses


Cost


Value


LossesABS

$
873


$
705


$
(168
)

$
1,790


$
1,139


$
(651
)

$
2,663


$
1,844


$
(819
)CDOs


608



394



(214
)


3,068



1,569



(1,499
)


3,676



1,963



(1,713
)CMBS


3,875



2,907



(968
)


3,978



2,031



(1,947
)


7,853



4,938



(2,915
)Corporate


11,101



9,500



(1,601
)


4,757



3,400



(1,357
)


15,858



12,900



(2,958
)Foreign govt./govt. agencies


788



762



(26
)


29



22



(7
)


817



784



(33
)Municipal


524



381



(143
)


297



220



(77
)


821



601



(220
)RMBS


564



415



(149
)


2,210



1,477



(733
)


2,774



1,892



(882
)U.S. Treasuries


3,952



3,913



(39
)


38



38







3,990



3,951



(39
)Total fixed maturities


22,285



18,977



(3,308
)


16,167



9,896



(6,271
)


38,452



28,873



(9,579
)Equity securities


433



296



(137
)


136



89



(47
)


569



385



(184
)Total securities in an unrealized loss

$
22,718


$
19,273


$
(3,445
)

$
16,303


$
9,985


$
(6,318
)

$
39,021


$
29,258


$
(9,763
)     Mortgage
    Loans
  December 31, 2009


December 31, 2008Valuation








ValuationAmortized Cost(1)


Allowance


Carrying Value


Amortized Cost(1)


Allowance


Carrying ValueAgricultural

$
369


$
(3
)

$
366


$
446


$
(11
)

$
435Commercial


4,195



(257
)


3,938



4,463



(2
)


4,461Total mortgage loans

$
4,564


$
(260
)

$
4,304


$
4,909


$
(13
)

$
4,896      F-34




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008Balance as of January 1

$
(13
)

$
Additions


(292
)


(13
)Deductions


45



Balance as of December 31

$
(260
)

$
(13
)   Mortgage Loans by RegionDecember 31, 2009


December 31, 2008Carrying


Percent of


Carrying


Percent ofValue


Total


Value


TotalEast North Central

$
76



1.8
%

$
121



2.5
%Middle Atlantic


592



13.8
%


664



13.6
%Mountain


51



1.2
%


115



2.3
%New England


368



8.6
%


407



8.3
%Pacific


1,102



25.5
%


1,205



24.6
%South Atlantic


615



14.3
%


665



13.6
%West North Central


22



0.5
%


56



1.1
%West South Central


172



4.0
%


205



4.2
%Other(1)


1,306



30.3
%


1,458



29.8
%Total mortgage loans

$
4,304



100.0
%

$
4,896



100.0
%       Mortgage Loans by Property TypeDecember 31, 2009


December 31, 2008Carrying


Percent of


Carrying


Percent ofValue


Total


Value


TotalAgricultural

$
366



8.5
%

$
435



8.9
%Industrial


784



18.2
%


790



16.1
%Lodging


329



7.6
%


383



7.8
%Multifamily


582



13.5
%


798



16.3
%Office


1,387



32.3
%


1,456



29.8
%Retail


602



14.0
%


764



15.6
%Other


254



5.9
%


270



5.5
%Total mortgage loans

$
4,304



100.0
%

$
4,896



100.0
%   Variable
    Interest Entities
   F-35




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Primary
    Beneficiary
    December 31, 2009


December 31, 2008Maximum








MaximumTotal


Total


Exposure


Total


Total


ExposureAssets


Liabilities(1)


to Loss(2)


Assets


Liabilities(1)


to Loss(2)CDO

$
226


$
47


$
181


$
339


$
89


$
237Limited partnerships


31



13



18



151



72



79Other investments


75



40



32



249



103



166Total

$
332


$
100


$
231


$
739


$
264


$
482     (1)
    
    Includes noncontrolling interest in limited partnerships and
    other investments of $41 and $154 as of December 31, 2009
    and 2008, respectively, that is reported as a separate component
    of equity in the Companys Consolidated Balance Sheets.(2)
    
    The maximum exposure to loss represents the maximum loss amount
    that the Company could recognize as a reduction in net
    investment income or as a realized capital loss and is the
    consolidated assets at cost net of liabilities.    Non-Primary
    Beneficiary
    and/or
  Derivative
    instruments
  over-the-counter
 F-36




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash flow
    hedges
  Interest
    rate swaps
      Forward
    rate agreements
    Foreign
    currency swaps
    Fair
    value hedges
  Interest
    rate swaps
    Foreign
    currency swaps
    Non-qualifying
    strategies
  Interest
    rate swaps, caps, floors, and futures
   F-37




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Foreign
    currency swaps and forwards
    Japan
    3Win related foreign currency swaps
    Japanese
    fixed annuity hedging instruments
    Credit
    derivatives that purchase credit protection
    Credit
    derivatives that assume credit risk
    Credit
    derivatives in offsetting positions
    Equity
    index swaps, options, and futures
    GMWB
    product derivatives
   F-38




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  GMWB
    reinsurance contracts
    GMWB
    hedging instruments
    Macro
    hedge program
    GMAB,
    GMWB and GMIB reinsurance contracts
    Coinsurance
    and modified coinsurance reinsurance contracts
     F-39




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Derivative
    Balance Sheet Classification
    Asset


LiabilityNet Derivatives


Derivatives


DerivativesNotional Amount


Fair Value


Fair Value


Fair ValueDec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,Hedge Designation/Derivative Type

2009


2008


2009


2008


2009


2008


2009


2008Cash flow hedgesInterest rate swaps

$
8,729


$
6,798


$
53


$
422


$
201


$
425


$
(148
)

$
(3
)Forward rate agreements


3,000



























Foreign currency swaps


301



1,005



(4
)


(21
)


21



126



(25
)


(147
)Total cash flow hedges

$
12,030


$
7,803


$
49


$
401


$
222


$
551


$
(173
)

$
(150
)Fair value hedgesInterest rate swaps

$
1,744


$
2,138


$
(21
)

$
(86
)

$
16


$
41


$
(37
)

$
(127
)Foreign currency swaps


696



696



(9
)


(57
)


53



48



(62
)


(105
)Total fair value hedges

$
2,440


$
2,834


$
(30
)

$
(143
)

$
69


$
89


$
(99
)

$
(232
)Non-qualifying strategiesInterest rate contractsInterest rate swaps, caps, floors, and futures

$
5,511


$
5,269


$
(79
)

$
(90
)

$
157


$
687


$
(236
)

$
(777
)Foreign exchange contractsForeign currency swaps and forwards


484



648



(19
)


45







52



(19
)


(7
)Japan 3Win related foreign currency swaps


2,514







(19
)






35







(54
)


Japanese fixed annuity hedging instruments


2,271



2,334



316



383



319



383



(3
)


Credit contractsCredit derivatives that purchase credit protection


1,887



2,633



(34
)


246



36



262



(70
)


(16
)Credit derivatives that assume credit risk(1)


902



940



(176
)


(309
)


2







(178
)


(309
)Credit derivatives in offsetting positions


3,591



1,453



(52
)


(8
)


114



85



(166
)


(93
)Equity contractsEquity index swaps, options, and futures


221



249



(16
)


(14
)


3



3



(19
)


(17
)Variable annuity hedge programGMWB product derivatives(2)


46,906



48,406



(1,991
)


(6,590
)










(1,991
)


(6,590
)GMWB reinsurance contracts


10,301



11,437



347



1,302



347



1,302







GMWB hedging instruments


15,567



18,620



52



2,664



264



2,697



(212
)


(33
)Macro hedge program


27,448



2,188



318



137



558



137



(240
)


OtherGMAB, GMWB, and GMIB reinsurance contracts


19,618



20,553



(1,448
)


(2,616
)










(1,448
)


(2,616
)Coinsurance and modified coinsurance reinsurance contracts


49,545



1,068



761







1,226







(465
)


Total non-qualifying strategies

$
186,766


$
115,798


$
(2,040
)

$
(4,850
)

$
3,061


$
5,608


$
(5,101
)

$
(10,458
)Total cash flow hedges, fair value hedges, and non-qualifying
    strategies

$
201,236


$
126,435


$
(2,021
)

$
(4,592
)

$
3,352


$
6,248


$
(5,373
)

$
(10,840
) F-40




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Asset


LiabilityNet Derivatives


Derivatives


DerivativesNotional Amount


Fair Value


Fair Value


Fair ValueDec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,Hedge Designation/Derivative Type

2009


2008


2009


2008


2009


2008


2009


2008Balance Sheet LocationFixed maturities,
    available-for-sale

$
170


$
204


$
(8
)

$
(3
)

$



$



$
(8
)

$
(3
)Other investments


18,049



12,197



220



1,122



270



1,576



(50
)


(454
)Other liabilities


56,524



32,442



113



2,206



1,509



3,370



(1,396
)


(1,164
)Consumer notes


64



70



(5
)


(5
)










(5
)


(5
)Reinsurance recoverables


58,380



11,437



1,108



1,302



1,573



1,302



(465
)


Other policyholder funds and benefits payable


68,049



70,085



(3,449
)


(9,214
)










(3,449
)


(9,214
)Total derivatives

$
201,236


$
126,435


$
(2,021
)

$
(4,592
)

$
3,352


$
6,248


$
(5,373
)

$
(10,840
)     (1)
    
    The derivative instruments related to these hedging strategies
    are held for other investment purposes.(2)
    
    These derivatives are embedded within liabilities and are not
    held for risk management purposes.  Change in Notional Amount
    
    During the fourth quarter of 2009, the Company entered into a
    reinsurance agreement with an affiliated captive reinsurer,
    which is accounted for as a derivative instrument and resulted
    in a $48.1 billion increase in notional. For a discussion
    related to the reinsurance agreement refer to Note 16.
    The Company increased the notional amount of derivatives
    associated with the macro hedge program, while GMWB related
    derivatives decreased, as a result of the Company rebalancing
    its risk management strategy to place a greater relative
    emphasis on the protection of statutory surplus. Approximately
    $1.2 billion of the $25.3 billion increase in the
    macro hedge notional amount represents short put option
    contracts therefore resulting in a net increase in notional of
    approximately $24.1 billion.  Change in Fair Value
    
    The fair value of GMAB, GMWB and GMIB product assumed
    reinsurance contracts, was primarily due to an increase in
    interest rates, an increase in the Japan equity markets, a
    decline in Japan equity market volatility, and liability model
    assumption updates for credit standing.
    The net improvement in the fair value of GMWB related
    derivatives is primarily due to liability model assumption
    updates related to favorable policyholder experience, the
    relative outperformance of the underlying actively managed funds
    as compared to their respective indices, the impacts of the
    Companys own credit standing. Additional improvements in
    the net fair value of GMWB derivatives include lower implied
    market volatility and a general increase in long-term interest
    rates, partially offset by rising equity markets. For more
    information on the policyholder behavior and liability model
    assumption updates, refer to Note 3.
    The increase in fair value of the coinsurance and modified
    coinsurance reinsurance contracts was due to the execution of a
    transaction with an affiliated captive reinsurer on
    October 1, 2009. This transaction consisted of a
    freestanding derivative and an embedded derivative which are
    required to be held at fair value. F-41




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Cash Flow
    Hedges
      Derivatives in Cash Flow Hedging RelationshipsGain (Loss) Recognized in OCI


Net Realized Capital Gains (Losses) Recognizedon Derivative (Effective Portion)


in Income on Derivative (Ineffective Portion)2009


2008


2007


2009


2008


2007Interest rate swaps

$
(357
)

$
648


$
70


$
1


$
7


$
2Foreign currency swaps


(177
)


193



(41
)


75



1



(2
)Total

$
(534
)

$
841


$
29


$
76


$
8


$
   Derivatives in Cash Flow Hedging RelationshipsGain (Loss) Reclassified from AOCIinto Income (Effective Portion)2009


2008


2007Interest rate swaps

Net realized capital gains (losses)

$



$
34


$
Interest rate swaps

Net investment income (loss)


28



(20
)


(21
)Foreign currency swaps

Net realized capital gains (losses)


(115
)


(60
)


(64
)Foreign currency swaps

Net investment income (loss)


2



1



Total

$
(85
)

$
(45
)

$
(85
)       Fair
    Value Hedges
   F-42




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Derivatives in Fair Value Hedging RelationshipsGain (Loss) Recognized in Income(1)2009


2008


2007Hedged





Hedged





HedgedDerivative


Item


Derivative


Item


Derivative


ItemInterest rate swapsNet realized capital gains (losses)

$
72


$
(68
)

$
(140
)

$
132


$
(73
)

$
69Benefits, losses and loss adjustment expenses


(37
)


40



25



(18
)


32



(28
)Foreign currency swapsNet realized capital gains (losses)


51



(51
)


(124
)


124



25



(25
)Benefits, losses and loss adjustment expenses


2



(2
)


42



(42
)


9



(9
)Total

$
88


$
(81
)

$
(197
)

$
196


$
(7
)

$
7     (1)
    
    The amounts presented do not include the periodic net coupon
    settlements of the derivative or the coupon income (expense)
    related to the hedged item. The net of the amounts presented
    represents the ineffective portion of the hedge.  Non-qualifying
    Strategies
    Non-qualifying StrategiesGain (Loss) Recognized within Net Realized Capital Gains
    (Losses)December 31,2009


2008


2007Interest rate contractsInterest rate swaps, caps, floors, and forwards

$
32


$
3


$
21Foreign exchange contractsForeign currency swaps and forwards


(54
)


67



(18
)Japan 3Win related foreign currency swaps(1)


(22
)






Japanese fixed annuity hedging instruments(2)


(12
)


487



53Credit contractsCredit derivatives that purchase credit protection


(379
)


211



59Credit derivatives that assume credit risk


137



(412
)


(202
) F-43




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Non-qualifying StrategiesGain (Loss) Recognized within Net Realized Capital Gains
    (Losses)December 31,2009


2008


2007Equity contractsEquity index swaps, options, and futures


(3
)


(23
)


2Variable annuity hedge programGMWB product derivatives


4,727



(5,760
)


(670
)GMWB reinsurance contracts


(988
)


1,073



127GMWB hedging instruments


(2,234
)


3,374



257Macro hedge program


(895
)


74



(12
)OtherGMAB, GMWB, and GMIB reinsurance contracts


1,106



(2,158
)


(155
)Coinsurance and modified coinsurance reinsurance contracts


(577
)






Total

$
838


$
(3,064
)

$
(538
)     (1)
    
    The associated liability is adjusted for changes in dollar/yen
    exchange spot rates through realized capital gains and losses
    and was $64 for the year ended December 31, 2009. There was
    no Japan 3Win related foreign currency swaps for the years ended
    December 31, 2008 and 2007.(2)
    
    The associated liability is adjusted for changes in dollar/yen
    exchange spot rates through realized capital gains and losses
    and was $67, $450 and $(102) for the years ended
    December 31, 2009, 2008 and 2007, respectively    
    The net gain on GMWB related derivatives for the year ended
    December 31, 2009, was primarily due to liability model
    assumption updates, the relative outperformance of the
    underlying actively managed funds as compared to their
    respective indices, and the impact of the Companys own
    credit standing. Additional net gains on GMWB related
    derivatives include lower implied market volatility and a
    general increase in long-term interest rates, partially offset
    by rising equity markets. For more information on the
    policyholder behavior and liability model assumption updates,
    refer to Note 3.
    The net gain on derivatives associated with assumed GMAB, GMWB,
    and GMIB product reinsurance contracts, which are reinsured to
    an affiliated captive reinsurer, was primarily due to an
    increase in interest rates, an increase in the Japan equity
    markets, a decline in Japan equity market volatility, and
    liability model assumption updates for credit standing.
    The net loss on the macro hedge program was primarily the result
    of an increase in the equity markets and the impact of trading
    activity.
    During the fourth quarter of 2009, the Company entered into a
    reinsurance agreement, which is accounted for as a derivative
    instrument and resulted in a loss. For a discussion related to
    the reinsurance agreement refer to Note 16.    
    The net loss on GMWB related derivatives was primarily due to
    liability model assumption updates related to market-based hedge
    ineffectiveness due to extremely volatile capital markets, and
    the relative underperformance of the underlying actively managed
    funds as compared to their respective indices, partially offset
    by gains in the fourth quarter related to liability model
    assumption updates for lapse rates. F-44




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    The net loss on derivatives associated with GMAB, GMWB, and GMIB
    product reinsurance contracts was primarily due to a decrease in
    Japan equity markets, a decrease in interest rates, an increase
    in Japan equity market volatility, and the impact of the fair
    value measurements transition.      
    The net loss on GMWB related derivatives was primarily due to
    liability model assumption updates and model refinements made
    during the year, including those for dynamic lapse behavior and
    correlations of market returns across underlying indices, as
    well as other assumption updates made during the second quarter
    to reflect newly reliable market inputs for volatility.
    The net loss on credit derivatives that assume credit risk was
    due to credit spreads widening.
    The net losses on derivatives associated with the internal
    reinsurance of GMIB were primarily driven by liability model
    refinements, a decrease in interest rates, and changes in Japan
    equity volatility levels.
    The gain on the Japanese fixed annuity hedging instruments was
    primarily a result of the Japanese Yen strengthening against the
    U.S. dollar.    Credit
    Risk Assumed through Credit Derivatives
   F-45




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of December 31, 2009Weighted


Underlying ReferencedAverage


Credit Obligation(s)(1)

Offsetting


OffsettingCredit Derivative type

Notional


Fair


Years to





Average

Notional


Fairby derivative risk exposure

Amount(2)


Value


Maturity


Type


Credit Rating

Amount(3)


Value(3)Single name credit default swapsInvestment grade risk exposure

$
755


$
4



4 years



Corporate Credit


AA-

$
742


$
(43
)Below investment grade risk exposure


114



(4
)


4 years



Corporate Credit


B+


75



(11
)Basket credit default swaps(4)Investment grade risk exposure


1,276



(57
)


4 years



Corporate Credit


BBB+


626



(11
)Investment grade risk exposure


352



(91
)


7 years



CMBS Credit


A


352



91Below investment grade risk exposure


125



(98
)


5 years



Corporate Credit


BBB+






Credit linked notesInvestment grade risk exposure


76



73



2 years



Corporate Credit


BBB+






Total

$
2,698


$
(173
)











$
1,795


$
26   As of December 31, 2008Weighted


Underlying ReferencedAverage


Credit Obligation(s)(1)

Offsetting


OffsettingCredit Derivative type

Notional


Fair


Years to





Average

Notional


Fairby derivative risk exposure

Amount(2)


Value


Maturity


Type


Credit Rating

Amount(3)


Value(3)Single name credit default swapsInvestment grade risk exposure

$
47


$




4 years



Corporate Credit


A-

$
35


$
(9
)Below investment grade risk exposure


46



(12
)


4 years



Corporate Credit


CCC+






Basket credit default swaps(4)Investment grade risk exposure


1,139



(196
)


5 years



Corporate Credit


A-


489



8Investment grade risk exposure


203



(70
)


8 years



CMBS Credit


AAA


203



70Below investment grade risk exposure


125



(104
)


6 years



Corporate Credit


BB+






Credit linked notesInvestment grade risk exposure


106



95



2 years



Corporate Credit


BBB+






Total

$
1,666


$
(287
)











$
727


$
69     (1)
    
    The average credit ratings are based on availability and the
    midpoint of the applicable ratings among Moodys, S&P,
    and Fitch. If no rating is available from a rating agency, then
    an internally developed rating is used.(2)
    
    Notional amount is equal to the maximum potential future loss
    amount. There is no specific collateral related to these
    contracts or recourse provisions included in the contracts to
    offset losses.(3)
    
    The Company has entered into offsetting credit default swaps to
    terminate certain existing credit default swaps, thereby
    offsetting the future changes in value of or losses paid related
    to the original swap.(4)
    
    Includes $1.6 billion and $1.3 billion as of
    December 31, 2009 and 2008, respectively, of standard
    market indices of diversified portfolios of corporate issuers
    referenced through credit default swaps. These swaps are
    subsequently valued based upon the observable standard market
    index. Also includes $175 as of December 31, 2009 and 2008,
    of customized diversified portfolios of corporate issuers
    referenced through credit default swaps. F-46




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Securities
    Lending and Collateral Arrangements
        December 31,


December 31,2009


2008Fixed maturities

$
712


$
1,975Equity securities, AFS






9Short-term investments


14



617Total loaned securities and collateral pledged

$
726


$
2,601     Securities
    on Deposit with States
   F-47




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Reinsurance  Accounting
    Policy
         F-48




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31,2009


2008


2007Gross fee income, earned premiums and other

$
4,919


$
5,773


$
6,134Reinsurance assumed


70



48



13Reinsurance ceded


(860
)


(682
)


(694
)Net fee income, earned premiums and other

$
4,129


$
5,139


$
5,453   6.
    Deferred
    Policy Acquisition Costs and Present Value of Future
    Profits  Accounting
    Policy
           F-49




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            2009


2008


2007Balance, January 1, before cumulative effect of
    accounting change, pre-tax

$
9,944


$
8,601


$
7,474Cumulative effect of accounting change, pre-tax


(54
)






(20
)Balance, January 1, as adjusted


9,890



8,601



7,454Deferred costs


674



1,258



1,557Amortization  DAC


(824
)


(509
)


(907
)Amortization  Unlock, pre-tax (1),(2)


(2,905
)


(1,111
)


302Adjustments to unrealized gains and losses on securities
    available-for-sale
    and other(3)


(1,080
)


1,747



194Effect of currency translation


24



(42
)


Balance, December 31

$
5,779


$
9,944


$
8,601     (1)
    
    Includes for 2009, $1.9 billion DAC Unlock resulting from
    reinsurance agreement with an affiliated captive reinsurer.(2)
    
    Additional contributors to the Unlock amount recorded for the
    year ended 2009 was a result of actual separate account returns
    being significantly below our aggregated estimated return for
    the period from October 1, 2008 to March 31, 2009,
    offset by actual returns being greater than our aggregated
    estimated return for the period from April 1, 2009 to
    December 31, 2009.(3)
    
    The adjustment reflects the effect of credit spreads tightening,
    resulting in unrealized gains on securities in 2009. F-50




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     For the Year Ended December 31,2010

$
222011

$
202012

$
182013

$
162014

$
15   7.
    Goodwill
    and Other Intangible Assets  Accounting
    Policy
      December 31, 2009


December 31, 2008Accumulated


Carrying





Accumulated


CarryingReporting Unit

Gross


Impairments


Value


Gross


Impairments


ValueRetail

$
343


$
(184
)

$
159


$
343


$
(184
)

$
159Retirement Plans(1)


87







87



79







79Individual Life


224







224



224







224Total

$
654


$
(184
)

$
470



646



(184
)

$
462     (1)
    
    The Company recorded a purchase price adjustment in 2009
    associated with these acquisitions resulting in additional
    goodwill of $8.     F-51




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Other
    Intangible Assets
    2009


2008Gross


Accumulated


Gross


AccumulatedCarrying


Net


Carrying


NetAcquired Intangible Assets

Amount


Amortization


Amount


AmortizationServicing intangibles

$
13


$
1


$
14


$
1Other


1







1



Total Acquired Intangible Assets

$
14


$
1


$
15


$
1    F-52




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    ServicingFor the Year Ended December 31, 2009

Intangibles


Other


TotalBalance, beginning of year

$
13


$
1


$
14Acquisition of business










Amortization, net of the accretion of interest


(1
)






(1
)Balance, end of year

$
12


$
1


$
13For the year ended December 31, 2008Balance, beginning of year

$



$



$
Acquisition of business


14



1



15Amortization, net of the accretion of interest


(1
)






(1
)Balance, end of year

$
13


$
1


$
14     For the Years Ended December 31,2010

$
12011


12012


12013


12014


1     8.
    Separate
    Accounts, Death Benefits and Other Insurance Benefit
    Features  Accounting
    Policy
       F-53




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        UL SecondaryGMDB(1)


Guarantees(1)Liability balance as of January 1, 2009

$
882


$
40Incurred


378



41Unlock


547



(5
)Paid


(503
)


Liability balance as of December 31, 2009

$
1,304


$
76     (1)
    
    The reinsurance recoverable asset related to the GMDB was $787
    as of December 31, 2009. The reinsurance recoverable asset
    related to the UL Secondary Guarantees was $22 as of
    December 31, 2009.  UL SecondaryGMDB(1)


Guarantees(1)Liability balance as of January 1, 2008

$
531


$
19Incurred


231



21Unlock


389



Paid


(269
)


Liability balance as of December 31, 2008

$
882


$
40     (1)
    
    The reinsurance recoverable asset related to the GMDB was $593
    as of December 31, 2008. The reinsurance recoverable asset
    related to the UL Secondary Guarantees was $16 as of
    December 31, 2008.   F-54




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Breakdown
    of Variable Annuity Account Value by GMDB Type at
    December 31, 2009
  Retained NetAccount


Net Amount


Amount


Weighted AverageValue


at Risk


at Risk


Attained Age ofMaximum anniversary value (MAV)(1)

(AV)


(NAR)(9)


(RNAR)(9)


AnnuitantMAV only

$
27,423


$
8,408


$
789



67With 5% rollup(2)


1,868



664



52



67With Earnings Protection Benefit Rider (EPB)(3)


6,567



1,409



29



63With 5% rollup & EPB


784



224



9



66Total MAV


36,642



10,705



879



64Asset Protection Benefit (APB)(4)


28,612



5,508



1,067



64Lifetime Income Benefit (LIB)(5)


1,330



214



66



62Reset(6) (5-7 years)


3,790



490



266



67Return of Premium(7)/Other


21,446



1,445



331



64Subtotal U.S. GMDB(8)

$
91,820


$
18,362


$
2,609



65Less: General Account Value with U.S. GMDB


6,802Subtotal Separate Account Liabilities with GMDB


85,018Separate Account Liabilities without U.S. GMDB


65,362Total Separate Account Liabilities

$
150,380Japan GMDB and GMIB(10)

$
16,953



2,741



     (1)
    
    MAV: the GMDB is the greatest of current AV, net premiums paid
    and the highest AV on any anniversary before age 80
    (adjusted for withdrawals).(2)
    
    Rollup: the GMDB is the greatest of the MAV, current AV, net
    premium paid and premiums (adjusted for withdrawals) accumulated
    at generally 5% simple interest up to the earlier of age 80
    or 100% of adjusted premiums.(3)
    
    EPB GMDB is the greatest of the MAV, current AV, or contract
    value plus a percentage of the contracts growth. The
    contracts growth is AV less premiums net of withdrawals,
    subject to a cap of 200% of premiums net of withdrawals.(4)
    
    APB GMDB is the greater of current AV or MAV, not to exceed
    current AV plus 25% times the greater of net premiums and MAV
    (each adjusted for premiums in the past 12 months).(5)
    
    LIB GMDB is the greatest of current AV, net premiums paid, or
    for certain contracts a benefit amount that ratchets over time,
    generally based on market performance.(6)
    
    Reset GMDB is the greatest of current AV, net premiums paid and
    the most recent five to seven year anniversary AV before
    age 80 (adjusted for withdrawals).(7)
    
    ROP: the GMDB is the greater of current AV and net premiums paid.(8)
    
    AV includes the contract holders investment in the
    separate account and the general account. F-55




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (9)
    
    NAR is defined as the guaranteed benefit in excess of the
    current AV. RNAR is NAR reduced for reinsurances. NAR and RNAR
    are highly sensitive to equity market movements and increase
    when equity markets decline.(10)
    
    Assumed GMDB includes a ROP and MAV (before
    age 80) paid in a single lump sum. GMIB is a guarantee
    to return initial investment, adjusted for earnings liquidity,
    paid through a fixed annuity, after a minimum deferral period of
    10, 15 or 20 years. The guaranteed remaining balance
    (GRB) related to the Japan GMIB was
    $19.1 billion and $20.1 billion as of
    December 31, 2009 and 2008, respectively. The GRB related
    to the Japan GMAB and GMWB was $522.2 and $490.5 as of
    December 31, 2009 and December 31, 2008. These
    liabilities are not included in the Separate Account as they are
    not legally insulated from the general account liabilities of
    the insurance enterprise. As of December 31, 2009, 59% of
    the AV and 52% of RNAR is reinsured to an affiliate. See
    Note 16 Transaction with Affiliates for further discussion.      December 31,


December 31,Asset type

2009


2008Equity securities (including mutual funds)(1)

$
75,720


$
63,114Cash and cash equivalents


9,298



10,174Total

$
85,018


$
73,288     (1)
    
    As of December 31, 2009 and December 31, 2008,
    approximately 16% and 16%, respectively, of the equity
    securities above were invested in fixed income securities
    through these funds and approximately 84% and 84%, respectively,
    were invested in equity securities.  9.
    Sales
    Inducements      2009


2008Balance, January 1

$
533


$
459Sales inducements deferred


43



137Unlock


(886
)


(43
)Amortization charged to income


(96
)


(21
)Balance, December 31,

$
194


$
532   10.
    Commitments
    and Contingencies  Contingencies
   F-56




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting
    Policy
    Litigation
      Broker Compensation Litigation
  Structure Settlement Class Action
 F-57




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  breach-of-contract class-certification class-wide
  Derivative
    Commitments
    Regulatory
    Developments
   F-58




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Commitments
      2010

$
172011


142012


92013


62014


2Thereafter


Total

$
48   Unfunded
    Commitments
    Guaranty
    Fund and Other Insurance-related Assessments
    No. 97-3,
 F-59




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    11.
    Income
    Tax      For the Years Ended December 31,2009


2008


2007Income Tax Expense (Benefit)Current  U.S. Federal

$
298


$
(686
)

$
177Deferred  U.S. Federal Excluding NOL Carryforward


(2,387
)


(776
)


75 Net
    Operating Loss Carryforward


688



(719
)


Total Deferred


(1,699
)


(1,495
)


75Total Income tax expense (benefit)

$
(1,401
)

$
(2,181
)

$
252  F-60




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Deferred Tax Assets

2009


2008Tax basis deferred policy acquisition costs

$
596


$
660Net unrealized loss on investments


1,258



2,924Investment-related items


1,637



2,424NOL Carryover


80



768Minimum tax credit


514



241Capital Loss Carryforward


256



24Foreign tax credit carryovers


50



18Depreciable & Amortizable assets


59



64Other


35



19Total Deferred Tax Assets


4,485



7,142Valuation Allowance


(80
)


(49
)Net Deferred Tax Assets


4,405



7,093Deferred Tax LiabilitiesFinancial statement deferred policy acquisition costs and
    reserves


(1,302
)


(3,614
)Employee benefits


(37
)


(35
)Total Deferred Tax Liabilities


(1,339
)


(3,649
)Total Deferred Tax Asset (Liability)

$
3,066


$
3,444         non-U.S. income
 F-61




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      For the Years Ended December 31,2009


2008


2007Tax provision at the U.S. federal statutory rate

$
(1,245
)

$
(2,007
)

$
398Dividends received deduction


(181
)


(176
)


(155
)Penalties










7Foreign related investments


28



3



(4
)Other


(3
)


(1
)


6Total

$
(1,401
)

$
(2,181
)

$
252   12.
    Debt        13.
    Statutory
    Results   F-62




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      For the Years Ended December 31,2009


2008


2007Statutory net income

$
(539
)

$
(2,533
)

$
255Statutory capital and surplus

$
5,365


$
4,073


$
4,448       14.
    Pension
    Plans, Postretirement, Health Care and Life Insurance Benefit
    and Savings Plans  Pension
    Plans
    Investment
    and Savings Plan
   F-63




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    15.
    Stock
    Compensation Plans      Stock
    Plan
        Stock
    Option Awards
     F-64




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Share
    Awards
    Restricted
    Unit awards
    Deferred
    Stock Unit Plan
    Employee
    Stock Purchase Plan
     F-65




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Transactions
    with Affiliates  Parent
    Company Transactions
      Reinsurance
    Assumed from Affiliates
       F-66




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12-year
      Reinsurance
    Ceded to Affiliates
    
    Direct written variable annuities and the associated GMDB and
    GMWB riders.
    Variable annuity contract rider benefits written by HLIKK, which
    are reinsured to HLAI.
    Annuity contracts and riders written by Union Security Insurance
    Company, an affiliate, that are reinsured to HLAI.
    Annuitizations of and certain other settlement options offered
    under deferred annuity contracts         F-67




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fee income and other

$
84Earned premiums


(50
)Total revenues


34Benefits, losses and loss adjustment expenses


168Amortization of deferred policy acquisition value of future
    profits


1,883Other expenses


(9
)Total expenses


2,042Loss before income taxes


(2,008
)Income tax benefit


(703
)Net loss

$
(1,305
)       17.
    Restructuring,
    Severance and Other Costs     F-68




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Total restructuring costsSeverance benefits

$
19Asset impairment charges


26Other contract termination charges


5Total restructuring, severance and other costs for the year
    ended December 31, 2009

$
50     18.
    Sale of
    Joint Venture Interest in ICATU Hartford Seguros, S.A.  U.S.-centric
  19.
    Quarterly
    Results for 2009 and 2008 (unaudited)  March 31,


June 30,


September 30,


December 31,2009


2008


2009


2008


2009


2008


2009


2008Revenues

$
3,149


$
202


$
1,714


$
2,070


$
392


$
(77
)

$
845


$
(477
)Benefits, claims and expenses


3,529



1,187



1,403



1,630



1,549



2,804



3,167



1,937Net income (loss)


(213
)


(568
)


216



362



(713
)


(1,823
)


(1,447
)


(1,525
)  F-69




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIESSCHEDULE I 
    SUMMARY OF INVESTMENTS  OTHER THAN INVESTMENTS IN
    AFFILIATES
  As of December 31, 2009Amount atWhich Shown onType of Investment

Cost


Fair Value


Balance Sheet($ in millions)Fixed maturitiesBonds and notesU.S. government and government agencies and authorities
    (guaranteed and sponsored)

$
4,707


$
4,552


$
4,552States, municipalities and political subdivisions


971



780



780Foreign governments


824



846



846Public utilities


3,790



3,899



3,899All other corporate bonds


19,831



19,768



19,768All other mortgage-backed and asset-backed securities


14,161



10,558



10,558Total fixed maturities


44,284



40,403



40,403Equity securitiesCommon stocksIndustrial, miscellaneous and all other


102



134



134Non-redeemable preferred stocks


345



285



285Total equity securities,
    available-for-sale


447



419



419Equity securities, trading


2,359



2,443



2,443Total equity securities


2,806



2,862



2,862Mortgage loans


4,304



3,645



4,304Real estate


105



105



105Policy loans


2,120



2,252



2,120Investments in partnerships and trusts


759



759



759Futures, options and miscellaneous


506



233



233Short-term investments


5,128



5,128



5,128Total investments

$
60,012


$
55,387


$
55,914  S-1




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  SCHEDULE III
  SUPPLEMENTARY INSURANCE INFORMATION
 For the Years Ended December 31, 2009, 2008 and 2007
  Net


Benefits,





AmortizationFee








Realized


Claims and





of DeferredIncome





Net


Capital


Claim


Insurance


Policy


Dividendsand


Earned


Investment


Gains


Adjustment


Expenses and


Acquisition


to Policy-Segment

Other


Premiums


Income


(Losses)


Expenses


Other


Costs


Holders


Goodwill(In millions)2009Retail Products Group

$
2,117


$
(7
)

$
756


$
(491
)

$
1,374


$
972


$
3,239


$



$
Retirement Plans


321



3



315



(333
)


269



346



56







Institutional Solutions Group


145



356



817



(738
)


1,296



89



17







Individual Life


989



(87
)


304



(144
)


584



184



312



1



Other


180



112



656



829



536



259



103



11



Consolidated operations

$
3,752


$
377


$
2,848


$
(877
)

$
4,059


$
1,850


$
3,727


$
12


$
2008Retail Products Group

$
2,681


$
(4
)

$
755


$
(1,911
)

$
1,008


$
1,124


$
1,347


$



$
184Retirement Plans


334



4



342



(272
)


271



355



91







Institutional Solutions Group


153



894



988



(784
)


1,899



120



19







Individual Life


857



(65
)


308



(247
)


569



201



166



2



Other


130



155



(51
)


(2,549
)


55



160



(3
)


11



Consolidated operations

$
4,155


$
984


$
2,342


$
(5,763
)

$
3,801


$
1,940


$
1,620


$
13


$
1842007Retail Products Group

$
3,039


$
(62
)

$
810


$
(381
)

$
820


$
1,160


$
404


$



$
Retirement Plans


238



4



355



(41
)


249



170



58







Institutional Solutions Group


252



990



1,227



(187
)


2,066



183



23







Individual Life


827



(56
)


331



(27
)


510



185



117



3



Other


114



107



334



(304
)


337



134



2



8



Consolidated operations

$
4,470


$
983


$
3,057


$
(934
)

$
3,982


$
1,832


$
605


$
11


$
  S-2




---



##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  SCHEDULE IV
  REINSURANCE
  Percent-Assumed





age ofCeded to


from





AmountGross


Other


Other


Net


AssumedAmount


Companies


Companies


Amount


to Net(In millions)For the year ended December 31, 2009Life insurance in force

$
356,432



145,639



2,157



212,951



1.01
%Insurance RevenuesLife insurance and annuities

$
4,581



628



70



4,023



Accident and health insurance


338



232







106



Total insurance Revenues


4,919



860



70



4,129



1.50
%For the year ended December 31, 2008Life insurance in force

$
353,030


$
142,912


$
2,264


$
212,382



1.07
%Insurance RevenuesLife insurance and annuities

$
5,467


$
446


$
48


$
5,069



0.9
%Accident and health insurance


305



236







69



1.19
%Total insurance Revenues

$
5,773


$
682


$
48


$
5,139



0.9
%For the year ended December 31, 2007Life insurance in force

$
346,205


$
147,021


$
2,349


$
201,533



1.2
%Insurance RevenuesLife insurance and annuities

$
5,829


$
451


$
9


$
5,387



0.2
%Accident and health insurance


306



243



4



67



6.0
%Total insurance Revenues

$
6,134


$
694


$
13


$
5,453



0.2
%  S-3




---



##### Table of Contents



SCHEDULE V  VALUATION AND QUALIFYING ACCOUNTS
  Additions


DeductionsCharged to





Write-Balance


Costs and


Translation


offs/Payments/


Balance,January 1


Expenses


Adjustment


Other


December 312009Accumulated depreciation of property and equipment

$
11


$
1


$



$
2


$
14Valuation allowance on deferred tax asset

$
49


$
31


$



$



$
80Valuation allowance on mortgage loans

$
13


$
292


$



$
(45
)

$
2602008Valuation allowance on deferred tax asset

$
19


$
30


$



$



$
49Valuation allowance on mortgage loans

$



$
13


$



$



$
132007Valuation allowance on deferred tax asset

$
20


$
(1
)

$



$



$
19  S-4




---



##### Table of Contents



SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the
    Securities Exchange Act of 1934, the registrant has duly caused
    this report to be signed on its behalf by the undersigned,
    thereunto duly authorized.



HARTFORD LIFE INSURANCE COMPANY /s/  Ernest
    M. McNeill, Jr.        Signature

Title

Date/s/  John
    C. WaltersJohn
    C. Walters

Chairman, President, Chief Executive Officer

February 23, 2010/s/  Glenn
    D. LammeyGlenn
    D. Lammey

Executive Vice President, Chief Financial Officer and Director

February 23, 2010/s/  Ernest
    M. McNeill, Jr.Ernest
    M. McNeill, Jr.

Senior Vice President and Chief Accounting Officer

February 23, 2010/s/  Gregory
    McGreeveyGregory
    McGreevey

Chief Investment Officer, Executive Vice President and Director

February 23, 2010  II-1




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##### Table of Contents



HARTFORD
    LIFE INSURANCE COMPANY AND SUBSIDIARIES
  FORM 10-K
 For the Fiscal Year Ended December 31, 2009
  EXHIBITS INDEX
  Exhibit #3
.01

Restated Certificate of Incorporation of Hartford Life Insurance
    Company was filed as Exhibit 3.01 to Hartford Life
    Insurance Companys
    Form 10-K
    filed for the year ended December 31, 2008 and is
    incorporated herein by reference.3
.02

By-Laws of Hartford Life Insurance Company was filed as
    Exhibit 3.02 to Hartford Life Insurance Companys
    Form 10-K
    filed for the year ended December 31, 2008 and is
    incorporated herein by reference.4
.01

Restated Certificate of Incorporation and By-Laws of Hartford
    Life Insurance Company (included as Exhibits 3.01 and 3.02,
    respectively).10
.01

Management Agreement among Hartford Life Insurance Company,
    certain of its affiliates and Hartford Investment Services, Inc.
    was filed as Exhibit 10.4 to Hartford Life, Inc.s
    Form 10-Q
    filed for the quarter ended June 30, 1997 (File
    No. 1-12749)
    and is incorporated herein by reference.10
.02

Management Agreement between Hartford Life Insurance Company and
    The Hartford Investment Management Company was filed as
    Exhibit 10.3 to Hartford Life, Inc.s
    Form 10-Q
    filed for the quarter ended June 30, 1997 (File
    No. 1-12749)
    and is incorporated herein by reference.12
.01

Computation of Ratio of Earnings to Fixed Charges is filed
    herewith.23
.01

Consent of Deloitte & Touche, LLP, filed herewith.31
.02

Certification of John C. Walters, pursuant to Section 302
    of the Sarbanes-Oxley Act of 200231
.03

Certification of Glenn D. Lammey, pursuant to Section 302
    of the Sarbanes-Oxley Act of 200232
.02

Certification of John C. Walters, pursuant to Section 906
    of the Sarbanes-Oxley Act of 200232
.03

Certification of Glenn D. Lammey, pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002  II-2