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                                                                    Exhibit 10.4

                              MANAGEMENT AGREEMENT
                                 LIFE COMPANIES


          This AGREEMENT, made as of this 31st day of March, 1997, by 
and between each of the companies listed in the signature block below,
individually and in no case jointly (each such company being hereinafter
individually referred to as the "Client"), and HARTFORD INVESTMENT SERVICES,
INC., a corporation organized pursuant to the laws of the State of Connecticut
(the "Manager").

                                   WITNESSETH:

         WHEREAS, Client has an obligation to invest its assets in order to meet
the obligations of its policyholders; and

         WHEREAS, from time to time Client seeks investment services from
various investment advisers to provide investment management services; and

         WHEREAS, Manager is in the business of providing investment management
services; and

         WHEREAS, Client wishes to appoint Manager to serve as investment
manager with respect to a portion of Client's assets and the Manager is willing
to so serve;

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:

1)   APPOINTMENT OF MANAGER
     Effective as of the 31st day of March, 1997, and until this appointment is
     terminated as provided in Paragraph 8 hereof, the Client hereby appoints
     the Manager as an investment manager and delegates to the Manager the power
     to manage (including the power to acquire or dispose of), in accordance
     with the terms and conditions of this Agreement, that 
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Management Agreement                                                    Page -2-

     portion of the assets of the Client which constitute, from time to time,
     one or more accounts established by Client from time to time (each such
     account is hereinafter individually referred to as an "Account" and are
     collectively referred to as the "Accounts"). The "Account" shall mean all
     invested assets of the Client unless otherwise agreed to by Manager
     including client's general accounts and guaranteed separate accounts
     ("Invested Assets"), any non-guaranteed separate account assets of Client,
     such as accounts which are not in compliance with performance reporting
     standards provided by the Association for Investment Management Research,
     deposited into an account established under this Agreement and funds that
     are available for investment by Manager ("Available Funds") of the Client
     which by notice given or caused to be given by the Client to the Manager,
     are placed in the Account, and the investments and reinvestments of, and
     all income earned by, any assets from time to time in the Account. The list
     of initial accounts is attached as Schedule 1. By notice given or caused to
     be given by the Client to the Manager, assets of the Client may be added to
     or withdrawn from the Account(s), provided, however, that with regard to
     assets withdrawn by the Client under this Paragraph 1, Client may not
     engage the investment advisory services of any investment adviser which is
     not affiliated with Manager without Manager's prior written approval.

2)   INVESTMENT DIRECTION
     Client hereby directs the Manager to use its best efforts to select
     investments for the Account(s) in compliance with Client's Investment
     Policy supplied to and agreed to by Manager in writing. Client may change
     the Investment Policy at any time, but Manager will be bound by the changes
     only after it has received and agreed to them in writing. The 
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Management Agreement                                                    Page -3-

     Client understands and is willing to accept the risk involved therein and
     further understands that there can be no assurance that such objectives
     will be achieved.

     Client shall keep Manager fully and promptly informed of its business
     operations, including all relevant management information, for example
     actual and projected cash flow, balance sheet and income related data,
     non-investment cash needs, liabilities, factors affecting income taxes,
     capital position and state deposit requirements. In addition, Client shall
     supply Manager with any other information deemed relevant by Client or
     Manager for the development and operation of Client's Investment Policy.

3)   CUSTODY, DELIVERY AND RECEIPT OF SECURITIES
     The Manager will be responsible for the establishment and maintenance of
     proper arrangements regarding the custody of the securities and other
     assets in the Account(s) and the delivery and receipt of such securities
     and other assets.

4)   AUTHORITY OF THE MANAGER
     The Manager is hereby authorized on behalf of the Client, as its agent and
     attorney-in-fact, without obtaining the consent of or consulting with the
     Client or any other person, to issue to brokers and dealers instructions to
     purchase, sell and otherwise trade in or deal with, any security in the
     Account(s) for the account and at risk of, and in the name of, the Client;
     to purchase from or sell to any person any security in the Account(s) for
     the account and at risk of, and in the name of the Client; and generally to
     perform any other act necessary to
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Management Agreement                                                    Page -4-

     enable the Manager to carry out its obligations under this Agreement. Such
     authorization, however, does not include authority to deliver or pay
     securities or cash to the Manager.

     Manager will arrange for securities transactions for the Account to be
     executed through those brokers, dealers or banks that Manager believes will
     provide best execution. In choosing a broker, dealer or bank, Manager will
     consider the broker, dealer or bank's execution capability, reputation and
     access to the markets for the securities being traded for the Account.
     Manager will seek competitive commission rates, but not necessarily the
     lowest rates available.

     Manager may also send transactions for the Account to brokers who charge
     higher commissions than other brokers, provided that Manager determines in
     good faith that the amount of commissions Manager pays is reasonable in
     relation to the value of the brokerage and research services provided,
     viewed in terms either of that particular transaction or Manager's overall
     responsibilities with respect to all clients whose accounts Manager manages
     on a discretionary basis.

5)   DOCUMENTATION TO BE FURNISHED
     The Client hereby agrees to furnish the Manager with such information,
     authorizations and documentation as the Manager may from time to time
     require to enable it to carry out its obligations under this Agreement.
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Management Agreement                                                    Page -5-

     The Manager shall furnish to the Client such information and documentation
     in such form as the Client from time to time may reasonably require,
     including such information to permit the Client to independently assess
     Manager's compliance with Client's Investment Policy.

6)   COMPENSATION TO MANAGER
     As compensation for services Manager renders to Client pursuant to this
     Agreement and while this agreement is in effect, Manager shall charge
     Client and Client shall pay Manager quarterly fees in arrears, within 30
     business days after the close of each calendar quarter, the equivalent of
     all indirect and direct costs incurred by the Manager during the relevant
     period (the "Cost Reimbursement Amount"). The Cost Reimbursement Amount
     will be established by Manager and provided to Client within a reasonable
     time period following the end of each such calendar quarter.

7)   SUB-ADVISORY SERVICES; ASSIGNMENT
     If Manager at any time deems it to be in the best interest of Client,
     Manager may designate and engage the services of a sub-adviser or
     sub-advisers and may apportion to such sub-adviser(s) a portion of the
     assets of Client described in Paragraph 1. above as Manager shall determine
     in its absolute discretion after consultation with Client. The designation
     of an additional investment adviser(s) and the apportionment of any of
     Client's assets to any such investment adviser(s) pursuant to this
     Paragraph 7. shall not modify the respective rights and obligations of
     Client and Manager hereunder.
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Management Agreement                                                    Page -6-

     No assignment (as that term is defined in the Investment Advisers Act of
     1940) of this Agreement shall be made by the Manager without the consent of
     the Client, such consent not to be unreasonably withheld. Notwithstanding
     anything contained in the immediately preceding sentence to the contrary,
     Manager may assign its rights and obligations under this Agreement to any
     of its affiliates which perform investment advisory services without
     Client's prior consent.

8)   TERMINATION 

     This Agreement shall run for an initial period beginning on March 31, 1997
     and ending on March 31, 2000 (the "Initial Period") unless terminated by
     Client upon one hundred and eighty (180) calendar days prior written notice
     for "cause", as such term is defined below. Thereafter, this Agreement
     shall be renewable automatically for successive one year periods on March
     31st ("Successive One Year Period"), unless on or after September 30, 1999,
     one party gives to the other party one hundred and eighty (180) calendar
     days prior written notice of its intention to terminate the Agreement. A
     termination for "cause" shall be defined as Manager substantially
     underperforming certain benchmarks agreed to by Client and Manager relating
     to the management of Client's assets under this Agreement during the
     Initial Period. For purposes of determining whether Manager has
     substantially underperformed at any time during the Initial Period, Client
     and Manager shall take into account the following: (i) any "extraordinary
     expenses" incurred by Manager during the relevant period, determined in
     accordance with generally accepted accounting principals, (ii) any errors
     committed or caused by a custodian, broker, dealer, bank or futures
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Management Agreement                                                    Page -7-

     commission merchant which Manager directs transactions for the Account or
     any other person, and (iii) any losses caused by following Client's
     directions or instructions.

     If Client terminates this Agreement during or at the expiration of either
     the Initial Period or any Successive One Year Period, Client acknowledges
     and agrees that it shall be obligated to pay to Manager any and all costs
     attributable to, arising from or related to such termination.

9)   DUTY AND LIABILITY OF THE MANAGER

     Unless the Manager has not acted prudently or has otherwise violated the
     provisions of applicable law, the Manager shall not be subject to any
     liability to the Client or to any other person, firm or organization in the
     course of, or connected with its obligations under this Agreement. The
     Manager shall have no obligation to seek any material non-public ("inside")
     information about any issuer of securities, and shall not purchase or sell,
     or recommend for purchase or sale, the securities of any issuer for the
     Account(s) the basis of any such information as may come into its
     possession. Nothing herein shall in any way constitute a waiver or
     limitation of any right of any person under the federal securities law.

10)  SERVICE TO OTHER CLIENTS

     It is understood that the Manager and its affiliates perform investment
     advisory services for various clients (including investment companies). The
     Client agrees that the Manager may give advice and take action with respect
     to any of its other clients which may differ from advice given or the
     timing or nature of action taken with respect to the Account(s), so long 
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Management Agreement                                                    Page -8-

     as it is the Manager's policy, to the extent practical, to allocate
     investment opportunities to the Account(s) over a period of time on a fair
     and equitable basis relative to other clients. It is understood that the
     Manager shall not have any obligation to purchase or sell, or to recommend
     for purchase or sale, for the Account(s) any securities which its
     principals, affiliates or employees may purchase or sell for its or their
     own accounts or for the account of any other client, if in the opinion of
     the Manager such transaction or investment appears unsuitable, impractical
     or undesirable for the Account.

11)  NOTICES

     Any notice, direction, instruction, acknowledgment, or other communication
     required or contemplated by this Agreement shall be in writing and
     addressed as follows:

     To a Client listed on Schedule 1:

                           200 Hopmeadow Street
                           Simsbury, CT 06070
                           Attention: Gregory A. Boyko
                                      Vice President

     To the Manager:       Hartford Investment Services, Inc.
                           200 Hopmeadow Street
                           Simsbury, Connecticut  06070
                           Attention: Mr. Joseph H. Gareau
                                      President

     Any party hereto by notice hereunder to the other may designate a different
address.


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Management Agreement                                                    Page -9-

12)  GOVERNING LAW

     The laws of the State of Connecticut shall control all matters relating to
     this Agreement and shall apply to the extent not preempted by the laws of
     the United States of America.

13)  VOTING OF PROXIES

     Manager will execute or cause to be executed proxies received by the
     custodian bank from issuers of securities being held in the Account(s). The
     voting of such proxies shall be cast in a manner which is in the best
     interest of the Account(s). Further, copies of all proxies, proxy
     solicitation materials and other notices and written communications
     relating to such securities ("Proxy Information") shall be retained by the
     Manager for the Client hereunder. Client shall have access to such Proxy
     Information, including the delivery of such information by Manager to
     Client upon request.

14)  RECORD KEEPING

     Manager agrees that all records which it maintains for the Account shall be
     the property of the Client and that it will surrender promptly to the
     designated officers or employees of the Client any or all such records upon
     request. All such records shall be made available, within a mutually
     agreeable time upon request by Client, to the Client or to Client's
     accountants or auditors during regular business hours at the Manager's
     offices upon reasonable prior written notice; provided, however, that the
     Manager shall be permitted to keep such records or copies thereof for such
     period of time as are necessary to comply with all applicable rules and
     regulations of state or federal law.
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Management Agreement                                                   Page -10-

15)  CONFIDENTIAL INFORMATION

     All information and advice furnished by the Manager to the Client shall be
     treated as confidential and shall not be disclosed to third parties by
     Client except as required by law or rule or regulation of any federal or
     state regulatory or supervisory body, exchange or board. All information
     identified by Client as proprietary shall be treated as confidential and
     shall not be disclosed to the public by the Manager, except as required by
     law or regulation or in order for the Manager to carry out its
     responsibilities hereunder.

16)  INDEPENDENT CONTRACTOR

     The Manager shall for all purposes herein be deemed to be an independent
     contractor and shall, unless otherwise expressly provided herein or
     authorized, have no authority to act for or represent the Client in any
     way.

17)  MISCELLANEOUS

     This Agreement may be executed in two or more counterparts, each of which
     shall be considered as an original. Where the context admits, words in the
     plural shall include the singular and the singular shall include the
     plural. This Agreement contains the entire agreement between the parties
     with respect to the subject matter hereof and may not be modified orally.
     If any provision of this Agreement is held to be illegal, invalid or
     unenforceable under present or future law, such provision shall by fully
     severable, and this Agreement shall be construed and enforced as if such
     illegal, invalid or unenforceable provision had never comprised a part of
     this Agreement, and the remaining provisions of 
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Management Agreement                                                   Page -11-

     this Agreement shall remain in full force and effect and shall not be
     affected by the illegal, invalid or unenforceable provision or its
     severance from this Agreement.
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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers on the date first above
written.

                               HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
                               ALPINE LIFE INSURANCE COMPANY
                               HARTFORD LIFE INSURANCE COMPANY
                               ITT HARTFORD LIFE AND ANNUITY INSURANCE CO.
                               ITT HARTFORD INTERNATIONAL LIFE REASSURANCE CORP.


                               By:  /s/ Gregory A. Boyko
                                  -------------------------------------
                                        Name: Gregory A. Boyko
                                        Title:    Vice President


                               HARTFORD INVESTMENT SERVICES, INC.


                               By:  /s/ Joseph H. Gareau
                                  -------------------------------------
                                        Name: Joseph H. Gareau
                                        Title:    President
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                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS THAT __________________________, a
corporation organized and existing under the laws of the State of ____________,
and having its principal place of business in ____________, ____________, does
hereby constitute and appoint HARTFORD INVESTMENT SERVICES, INC. of Hartford,
Connecticut, its true and lawful attorney for it and in its name and stead to:
(i) to buy, sell, assign, transfer and deliver or accept stocks, bonds, notes,
mortgages, certificates and other securities; (ii) to make, endorse, execute and
deliver under corporate seal of _______________________ any and all contracts,
assignments, transfers and other instruments necessary or proper to effect the
authority hereby conferred; and (iii) to open and maintain such bank accounts as
are necessary and proper to effect the authority hereby conferred; provided,
however, that all such authority shall be exercised pursuant to the terms of
that certain Management Agreement between ____________________ and Hartford
Investment Services, Inc. dated March __, 1997, the said _______________ hereby
ratifying and confirming all that the said attorney shall lawfully do or cause
to be done by virtue hereof.

     IN WITNESS WHEREOF, __________________________ has caused its corporate
name to be signed by its ________________________ and its corporate seal to be
affixed and attested by its (Assistant) Secretary, all being done on this ___
day of March, 1997.

ATTEST:                                ________________________________________
                                       INSURANCE COMPANY


_____________________________          By:_____________________________________
(Assistant) Secretary                       Name:
                                            Title:
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                                   SCHEDULE 1

Hartford Life and Accident Insurance Co.

Hartford Life Insurance Company

ITT Hartford Life and Annuity Insurance Company

ITT Hartford International Life Reassurance Corporation