<PAGE>   1
                                                                  Exhibit 10.9

                            1997 HARTFORD LIFE, INC.
                RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


ARTICLE I -- PLAN ADMINISTRATION AND ELIGIBILITY


1.1  PURPOSE

   The purpose of the 1997 Hartford Life, Inc. Restricted Stock Plan for
Non-Employee Directors (the "Plan") is to attract and retain persons of ability
as directors of Hartford Life, Inc. (the "Company") and to provide them with a
closer identity with the interests of the Company's stockholders by paying the
Annual Retainer in class A common stock of the Company (the "Stock") subject to
certain restrictions as described herein (the "Restricted Stock").

1.2  ADMINISTRATION

   The Plan shall be administered by the Compensation and Personnel Committee of
the Board of Directors (the "Committee"). The Committee shall have the
responsibility of interpreting the Plan and establishing and amending such rules
and regulations necessary or appropriate for the administration of the Plan. All
interpretations of the Plan or any Restricted Stock awards issued under it shall
be final and binding upon all persons having an interest in the Plan. No member
of the Committee shall be liable for any action or determination taken or made
in good faith with respect to this Plan or any award granted hereunder.

1.3  ELIGIBILITY

   Directors of the Company who are not employees of the Company or The Hartford
Financial Services Group, Inc. or any subsidiary of either of the foregoing
shall be eligible to participate in the Plan.



                                        1
<PAGE>   2
1.4  STOCK SUBJECT TO THE PLAN

   (a) The maximum number of shares which may be granted under the Plan shall be
100,000 shares of Stock.

   (b) If any Restricted Stock is forfeited by a Director in accordance with the
provisions of Section 2.2(c), such shares of Restricted Stock shall be restored
to the total number of shares available for grant pursuant to the Plan.

   (c) Upon the grant of a Restricted Stock award the Company may distribute
newly issued Stock, treasury Stock, reacquired Stock, Stock purchased in the
open market, or any combination of the foregoing.

   (d) Notwithstanding anything herein to the contrary, to the extent permitted
by applicable law, no award of Restricted Stock shall be made under the Plan,
and the Company shall have no obligation to make any award of Restricted Stock
under the Plan, if such award would cause the direct or indirect percentage
ownership of ITT Hartford Group, Inc. of the combined voting power or the value
of the capital stock of the Company to fall below 80%.


                         ARTICLE II -- RESTRICTED STOCK

2.1  RESTRICTED STOCK AWARDS

     Restricted Stock awards shall be made automatically on the date of the
Annual Meeting of Stockholders, to each Director elected at the meeting or
continuing in office following the meeting. The award shall equal the number of
whole shares arrived at by dividing the Annual Retainer that is in effect for
the 12 month period beginning with the date of the Annual Meeting (the "Service
Year") by the Fair Market Value of the Company's Stock. Fractional shares shall
be paid in cash.

   (a) "Annual Retainer" shall mean the amount that is payable to a Director for
service on the Board of Directors during the Service Year. Annual Retainer shall
not include fees paid for attendance at any Board or Committee meeting.

   (b) "Fair Market Value" shall mean the average of the high and low prices per
share of the Company's Stock on the date of the Annual Meeting, as reported by
the New York Stock Exchange Composite Tape.


                                        2
<PAGE>   3
2.2 TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS

   (a) Written Documentation -- Restricted Stock awards shall be evidenced by
such written notice, agreement or other documentation as the Committee deems
appropriate.

   (b) Shares held in Escrow -- The Restricted Stock subject to such award shall
be registered in the name of the Director and held in escrow by the Committee
until the restrictions on such shares lapse as described below.

   (c) Restrictions -- Restricted Stock granted to a Director may not be sold,
assigned, transferred, pledged or otherwise disposed of, except by will or the
laws of descent and distribution, prior to the earliest of the following dates:

   (1) The fifth anniversary of the date of grant.

   (2) Retirement from the Board at age 72.

   (3) "Change in Control" of the Company. A "Change in Control" shall be deemed
   to have occurred if:

      (i) a report on Schedule 13D shall be filed with the Securities and
   Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act
   of 1934 (the "Act") disclosing that any person (within the meaning of Section
   13(d) of the Act), other than the Company or The Hartford Financial Services
   Group, Inc. or a subsidiary of either of the foregoing, or any employee
   benefit plan sponsored by the Company or The Hartford Financial Services
   Group, Inc. or a subsidiary of either of the foregoing, is the beneficial
   owner directly or indirectly of the greater of (A) the percentage of the
   outstanding stock of the Company owned at such time by The Hartford Financial
   Services Group, Inc., or (B) twenty percent or more of the outstanding
   capital stock of the Company;

      (ii) any person (within the meaning of Section 13(d) of the Act), other
   than the Company or The Hartford Financial Services Group, Inc. or a
   subsidiary of either of the foregoing, or any employee benefit plan sponsored
   by the Company or The Hartford Financial Services Group, Inc. or a subsidiary
   of either of the foregoing, shall purchase shares pursuant to a tender offer
   or exchange offer to acquire any common stock of the Company (or securities
   convertible into stock) for cash,


                                        3
<PAGE>   4
   securities or any other consideration, provided that after consummation of
   the offer, the person in question is the beneficial owner (as such term is
   defined in Rule 13d-3 under the Act), directly or indirectly, of the greater
   of (A) the percentage of the outstanding stock of the Company owned at such
   time by The Hartford Financial Services Group, Inc., or (B) fifteen percent
   or more of the outstanding stock of the Company (calculated as provided in
   paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire
   stock);

      (iii) the stockholders of the Company shall approve (A) any consolidation
   or merger of the Company in which the Company is not the continuing or
   surviving corporation or pursuant to which shares of stock of the Company
   would be converted into cash, securities or other property, other than a
   merger of the Company in which holders of stock of the Company immediately
   prior to the merger have the same proportionate ownership of common stock of
   the surviving corporation immediately after the merger as immediately before,
   or (B) any sale, lease, exchange or other transfer (in one transaction or a
   series of related transactions) of all or substantially all the assets of the
   Company;

      (iv) there shall have been a change in a majority of the members of the
   Board within a 12-month period unless the election or nomination for election
   by the Company's stockholders of each new director during such 12-month
   period was approved by the vote of two-thirds of the directors then still in
   office who were directors at the beginning of such 12-month period; or

      (v) an acceleration event as defined in The Hartford 1996 Restricted Stock
   Plan for Non-Employee Directors, as may be amended from time to time, occurs
   with respect to The Hartford Financial Services Group, Inc. at a time when
   The Hartford Financial Services Group, Inc. directly or indirectly owns more
   than 50% of the combined voting power and the value of the capital stock of
   the Company, provided, however, that a sale of all of the interest of The
   Hartford Financial Services Group, Inc. in the Company shall not be
   considered a Change in Control of the Company for purposes of this Plan.

      (4) Death of the Director.

      (5) Disability of the Director, as defined in The Hartford Investment and
   Savings Plan, as amended from time to time.

      (6) Resignation by the Director under cases of special circumstances and
   the Committee, in its sole discretion, consents to waive any remaining
   restrictions.


                                        4
<PAGE>   5
      (d) Dividends and Voting Rights -- The Director shall, subject to Section
   2.2(c), possess all incidents of ownership of the shares of Restricted Stock
   including the right to receive dividends with respect to such shares and to
   vote such shares.

      (e) The Company shall deliver to the Director, or the beneficiary of such
   Director, if applicable, all of the shares of Stock that were awarded to the
   Director as Restricted Stock, within 30 days following the lapse of
   restrictions as described under Section 2.2(c). If the Director discontinues
   serving on the Board prior to the date upon which restrictions lapse as
   described under Section 2.2(c), such Director's Restricted Stock will be
   forfeited by the Director and transferred to and reacquired by the Company at
   no cost to the Company.


                        ARTICLE III -- GENERAL PROVISIONS

   3.1  AUTHORITY

      Appropriate officers of the Company designated by the Committee are
   authorized to execute Restricted Stock agreements, and amendments thereto, in
   the name of the Company, as directed from time to time by the Committee.

   3.2  ADJUSTMENTS IN THE EVENT OF CHANGE IN COMMON STOCK OF THE COMPANY

      In the event of any reorganization, merger, recapitalization,
   consolidation, liquidation, stock dividend, stock split, reclassification,
   combination of shares, rights offering, split-up, or extraordinary dividend
   (including a spin-off) or divestiture, or any other change in the corporate
   structure or shares, the number and kind of shares which thereafter may be
   granted under the Plan and the number of shares of Restricted Stock awarded
   pursuant to Section 2.1 with respect to which all restrictions have not
   lapsed, shall be appropriately adjusted consistent with such change in such
   manner as the Board in its discretion may deem equitable to prevent
   substantial dilution or enlargement of the rights granted to, or available
   for, Directors participating in the Plan. Any fractional shares resulting
   from such adjustments shall be eliminated.

   3.3  RIGHTS OF DIRECTORS

      The Plan shall not be deemed to create any obligation on the part of the
   Board to nominate any Director for reelection by the Company's stockholders
   or to retain any Director at any particular rate of compensation. The Company
   shall not be


                                        5
<PAGE>   6
   obligated to issue Stock pursuant to an award of Restricted Stock for which
   the restrictions hereunder have lapsed if such issuance would constitute a
   violation of any applicable law. Except as provided herein, no Director shall
   have any rights as a stockholder with respect to any shares of Restricted
   Stock awarded to such Director.

   3.4  BENEFICIARY

      A Director may file with the Committee a written designation of a
   beneficiary on such form as may be prescribed by the Committee and may, from
   time to time, amend or revoke such designation. In the event of the death of
   a Director, the Director's designated beneficiary shall have the right to
   receive the shares of Restricted Stock awarded pursuant to the Plan. If no
   designated beneficiary survives the Director, the executor or administrator
   of the Director's estate shall be deemed to be the Director's beneficiary.

   3.5  LAWS AND REGULATIONS

      The Committee shall have the right to condition any issuance of Stock to
   any Director hereunder on such Director's undertaking in writing to comply
   with such restrictions on the subsequent disposition of such Stock as the
   Committee shall deem necessary or advisable as a result of any applicable law
   or regulation. The Committee may postpone the delivery of Stock following the
   lapse of restrictions with respect to awards of Restricted Stock for such
   time as the Committee in its discretion may deem necessary, in order to
   permit the Company with reasonable diligence (i) to effect or maintain
   registration of the Plan, or the shares of Stock issuable upon the lapse of
   certain restrictions respecting awards of Restricted Stock, under the
   Securities Act of 1933 or the securities laws of any applicable jurisdiction,
   or (ii) to determine that such shares and the Plan are exempt from such
   registration; the Company shall not be obligated by virtue of any Restricted
   Stock agreement or any provision of the Plan to recognize the lapse of
   certain restrictions respecting awards of Restricted Stock or issue shares in
   violation of said Act or of the law of the government having jurisdiction
   thereof.


                                        6
<PAGE>   7
   3.6  AMENDMENT, SUSPENSION AND DISCONTINUANCE OF THE PLAN

      The Board may from time to time amend, suspend or discontinue the Plan,
   provided that the Board may not, without the approval of the holders of a
   majority of the outstanding Stock entitled to vote, take any action which
   would cause the Plan to no longer comply with Rule 16b-3 under the Act, or
   any successor rule or other regulatory requirement.

      No amendment, suspension or discontinuance of the Plan shall impair a
   Director's right under a Restricted Stock award previously granted to the
   Director without the Director's consent.

   3.7  GOVERNING LAW

      This Plan and all determinations made and actions taken pursuant hereto
   shall be governed by the laws of the State of Connecticut.

   3.8  EFFECTIVE DATE AND DURATION OF THE PLAN

      This Plan shall be effective on May 22, 1997, subject to approval of the
   Plan by the sole stockholder of the Company, Hartford Accident and Indemnity
   Insurance Company, and shall terminate on December 31, 2007, provided that
   grants of Restricted Stock made prior to the termination of the Plan may vest
   following such termination in accordance with their terms.


                                        7