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                                                                   Exhibit 10.7


                  1997 HARTFORD LIFE, INC. INCENTIVE STOCK PLAN


1. PURPOSE

   The purpose of the 1997 Hartford Life, Inc. Incentive Stock Plan is to
motivate and reward superior performance on the part of employees of Hartford
Life, Inc. and its subsidiaries and Participating Companies and to thereby
attract and retain employees of superior ability. In addition, the Plan is
intended to further opportunities for stock ownership by such employees in order
to increase their proprietary interest in the Company, and, as a result, their
interest in the success of the Company. Awards will be made, in the discretion
of the Committee, to Key Employees (including officers and directors who are
also employees) whose responsibilities and decisions directly affect the
performance of any Participating Company and its subsidiaries. Such incentive
awards may consist of stock options, stock appreciation rights payable in stock
or cash, performance shares, restricted stock or any combination of the
foregoing, as the Committee may determine.

2. DEFINITIONS

   When used herein, the following terms shall have the following meanings:

   "ACCELERATION EVENT" means the occurrence of an event defined in Section 9 of
the Plan.

   "ACT" means the Securities Exchange Act of 1934.

   "ANNUAL LIMIT" means the maximum number of shares of Stock for which Awards
may be granted under the Plan in each Plan Year as provided in Section 3 of the
Plan.

   "AWARD" means an award granted to any Key Employee in accordance with the
provisions of the Plan in the form of Options, Rights, Performance Shares or
Restricted Stock, or any combination of the foregoing.

   "AWARD AGREEMENT" means the written agreement evidencing each Award granted
to a Key Employee under the Plan.

   "BENEFICIARY" means the beneficiary or beneficiaries designated pursuant to
Section 10 to receive the amount, if any, payable under the Plan upon the death
of a Key Employee.

   "BOARD" means the Board of Directors of the Company.



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   "CODE" means the Internal Revenue Code of 1986, as now in effect or as
hereafter amended. (All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.)

   "COMMITTEE" means the Compensation and Personnel Committee of the Board or
such other committee as may be designated by the Board to administer the Plan.

   "COMPANY" means  Hartford Life, Inc. and its successors and assigns.

   "FAIR MARKET VALUE," unless otherwise indicated in the provisions of this
Plan, means, as of any date, the composite closing price for one share of Stock
on the New York Stock Exchange or, if no sales of Stock have taken place on such
date, the composite closing price on the most recent date on which selling
prices were quoted, the determination to be made in the discretion of the
Committee.

   "INCENTIVE STOCK OPTION" means a Stock option qualified under Section 422 of
the Code.

   "KEY EMPLOYEE" means an employee (including any officer or director who is
also an employee) of any Participating Company whose responsibilities and
decisions, in the judgment of the Committee, directly affect the performance of
the Company and its subsidiaries.

   "LIMITED STOCK APPRECIATION RIGHT" means a stock appreciation right which
shall become exercisable automatically upon the occurrence of an Acceleration
Event as described in Section 9 of the Plan.

   "OPTION" means an option awarded under Section 5 of the Plan to purchase
Stock of the Company, which option may be an Incentive Stock Option or a
non-qualified Stock option.

   "PARTICIPATING COMPANY" means the Company or any subsidiary or other
affiliate of the Company; provided, however, for Incentive Stock Options only,
"Participating Company" means the Company or any corporation which at the time
such Option is granted qualifies as a "subsidiary" of the Company under Section
424(f) of the Code.

   "PERFORMANCE SHARE" means a performance share awarded under Section 6 of the
Plan.

   "PLAN" means the 1997 Hartford Life, Inc. Incentive Stock Plan, as the same
may be amended, administered or interpreted from time to time.

   "PLAN YEAR" means the calendar year.

   "RETIREMENT" means eligibility to receive immediate retirement benefits under
a Participating Company pension plan.


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   "RESTRICTED STOCK" means Stock awarded under Section 7 of the Plan subject to
such restrictions as the Committee deems appropriate or desirable.

   "RIGHT" means a stock appreciation right awarded in connection with an Option
under Section 5 of the Plan.

   "STOCK" means the Class A common stock ($.01 par value) of the Company.

   "TOTAL DISABILITY" means the complete and permanent inability of a Key
Employee to perform all of his or her duties under the terms of his or her
employment with any Participating Company, as determined by the Committee upon
the basis of such evidence, including independent medical reports and data, as
the Committee deems appropriate or necessary.

3. SHARES SUBJECT TO THE PLAN

   The aggregate number of shares of Stock which may be awarded under the Plan
in any Plan Year shall be subject to an annual limit. The maximum number of
shares of Stock for which Awards may be granted under the Plan in each Plan Year
shall be 1.5 percent (1.5%) of the total of the issued and outstanding shares of
Class A common Stock and Class A Treasury Stock as reported in the Annual Report
on Form 10-K of the Company for the fiscal year ending immediately prior to any
Plan Year, except that for the Plan year that includes the initial public
offering of stock of the Company, such maximum number shall be 1.5% of the
issued and outstanding shares of Class A common stock of the Company immediately
following such offering (excluding shares issued by virtue of underwriters'
over-allotments). Any unused portion of the Annual Limit for any Plan Year shall
be carried forward and be made available for awards in succeeding Plan Years.

   In addition to the foregoing, in no event shall more than five million
(5,000,000) shares of Stock be cumulatively available for Awards of incentive
Stock options under the Plan, and provided further, that no more than twenty
percent (20%) of the total number of shares on a cumulative basis shall be
available for restricted stock and performance shares Awards. For any Plan Year,
no individual employee may receive an Award of Stock options for more than the
lesser of (i) ten percent (10%) of the Annual Limit on available shares
applicable to that Plan Year and (ii) 500,000 shares; except that, for the Plan
Year that follows initial public offering of stock of the Company, each
individual employee may receive in addition to the foregoing limit that number
of substitute Stock options equitably determined by the Committee to be required
to replace ITT Hartford Group, Inc. stock options surrendered by such employee
in connection with such offering.


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   Subject to the above limitations, shares of Stock to be issued under the Plan
may be made available from the authorized but unissued shares, or shares held by
the Company in treasury or from shares purchased in the open market.

   Notwithstanding anything herein to the contrary, and to the extent permitted
by applicable law, no award of shares of Stock shall be made under the Plan, and
the Company shall have no obligation to make any award of shares of 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%.

   For the purpose of computing the total number of shares of Stock available
for Awards under the Plan and in applying the limitation in the preceding
paragraph, there shall be counted against the foregoing limitations the number
of shares of Stock subject to issuance upon exercise or settlement of Awards and
the number of shares of Stock which equal the value of performance share Awards,
in each case determined as at the dates on which such Awards are granted. If any
Awards under the Plan are forfeited, terminated, expire unexercised, are settled
in cash in lieu of Stock or are exchanged for other Awards, the shares of Stock
which were theretofore subject to such Awards shall again be available for
Awards under the Plan to the extent of such forfeiture, termination, cash
settlement or exchange of such Awards. Further, any shares that are exchanged
(either actually or constructively) by optionees as full or partial payment to
the Company of the purchase price of shares being acquired through the exercise
of a Stock option granted under the Plan may be available for subsequent Awards.

4.  GRANT OF AWARDS AND AWARD AGREEMENTS

   (a) Subject to the provisions of the Plan, the Committee shall (i) determine
and designate from time to time those Key Employees or groups of Key Employees
to whom Awards are to be granted; (ii) determine the form or forms of Award to
be granted to any Key Employee; (iii) determine the amount or number of shares
of Stock subject to each Award; and (iv) determine the terms and conditions of
each Award.

   (b) Each Award granted under the Plan shall be evidenced by a written Award
Agreement. Such agreement shall be subject to and incorporate the express terms
and conditions, if any, required under the Plan or required by the Committee.

5. STOCK OPTIONS AND RIGHTS

   (a) With respect to Options and Rights, the Committee shall (i) authorize the
granting of Incentive Stock Options, non-qualified Stock options, or a
combination of Incentive Stock Options and non-qualified Stock options; (ii)
authorize the granting of Rights which may be granted in connection with all or
part of any Option granted under this Plan, either concurrently


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with the grant of the Option or at any time thereafter during the term of the
Option; (iii) determine the number of shares of Stock subject to each Option or
the number of shares of Stock that shall be used to determine the value of a
Right; and (iv) determine the time or times when and the manner in which each
Option or Right shall be exercisable and the duration of the exercise period.

   (b) Any option issued hereunder which is intended to qualify as an Incentive
Stock Option shall be subject to such limitations or requirements as may be
necessary for the purposes of Section 422 of the Code or any regulations and
rulings thereunder to the extent and in such form as determined by the Committee
in its discretion.

   (c) The exercise period for a non-qualified Stock option and any related
Right shall not exceed ten years and two days from the date of grant, and the
exercise period for an Incentive Stock Option and any related Right shall not
exceed ten years from the date of grant.

   (d) The Option price per share shall be determined by the Committee at the
time any Option is granted and shall be not less than the Fair Market Value of
one share of Stock on the date the Option is granted.

   (e) No part of any Option or Right may be exercised until the Key Employee
who has been granted the Award shall have remained in the employ of a
Participating Company for such period after the date of grant as the Committee
may specify, if any, and the Committee may further require exercisability in
installments.

   (f) The purchase price of the shares as to which an Option shall be exercised
shall be paid to the Company at the time of exercise either in cash or Stock
already owned by the optionee having a total Fair Market Value equal to the
purchase price, or a combination of cash and Stock having a total fair market
value, as so determined, equal to the purchase price. The Committee shall
determine acceptable methods for tendering Stock as payment upon exercise of an
Option and may impose such limitations and prohibitions on the use of Stock to
exercise an Option as it deems appropriate.

   (g) In case of termination of employment, the following provisions shall
apply:

      (A) If a Key Employee who has been granted an Option shall die before such
   Option has expired, his or her Option may be exercised in full by the person
   or persons to whom the Key Employee's rights under the Option pass by will,
   or if no such person has such right, by his or her executors or
   administrators, at any time, or from time to time, within five years after
   the date of the Key Employee's death or within such other period, and subject
   to such terms and conditions as the Committee may specify, but not later than
   the expiration date specified in Section 5(d) above.


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      (B) If the Key Employee's employment by any Participating Company
   terminates because of his or her Retirement or Total Disability, he or she
   may exercise his or her Options in full at any time, or from time to time,
   within five years after the date of the termination of his or her employment
   or within such other period, and subject to such terms and conditions as the
   Committee may specify, but not later than the expiration date specified in
   Section 5(d) above. Any such Options not fully exercisable immediately prior
   to such optionee's retirement shall become fully exercisable upon such
   retirement unless the Committee, in its sole discretion, shall otherwise
   determine.

      (C) Except as provided in Section 9, if the Key Employee shall voluntarily
   resign before eligibility for Retirement or he or she is terminated for cause
   as determined by the Committee, the Options or Rights shall be canceled
   coincident with the effective date of the termination of employment.

      (D) If the Key Employee's employment terminates for any other reason, he
   or she may exercise his or her Options, to the extent that he or she shall
   have been entitled to do so at the date of the termination of his or her
   employment, at any time, or from time to time, within three months after the
   date of the termination of his or her employment or within such other period,
   and subject to such terms and conditions as the Committee may specify, but
   not later than the expiration date specified in Section 5(d) above.

   (j) No Option or Right granted under the Plan shall be transferable other
than by will or by the laws of descent and distribution. During the lifetime of
the optionee, an Option or Right shall be exercisable only by the Key Employee
to whom the Option or Right is granted (or his or her estate or designated
beneficiary).

   (k) With respect to an Incentive Stock Option, the Committee shall specify
such terms and provisions as the Committee may determine to be necessary or
desirable in order to qualify such Option as an "incentive stock option" within
the meaning of Section 422 of the Code.

   (l) With respect to the exercisability and settlement of Rights:

      (i) Upon exercise of a Right, the Key Employee shall be entitled, subject
   to such terms and conditions the Committee may specify, to receive upon
   exercise thereof all or a portion of the excess of (A) the Fair Market Value
   of a specified number of shares of Stock at the time of exercise, as
   determined by the Committee, over (B) a specified amount which shall not,
   subject to Section 5(e), be less than the Fair Market Value of such specified
   number of shares of Stock at the time the Right is granted. Upon exercise of
   a Right, payment of such excess shall be made as the Committee shall specify
   in cash, the issuance or transfer to the Key Employee of whole shares of
   Stock with a Fair Market Value at such time equal to any excess, or a


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      combination of cash and shares of Stock with a combined Fair Market Value
   at such time equal to any such excess, all as determined by the Committee.
   The Company will not issue a fractional share of Stock and, if a fractional
   share would otherwise be issuable, the Company shall pay cash equal to the
   Fair Market Value of the fractional share of Stock at such time.

      (ii) In the event of the exercise of such Right, the Company's obligation
   in respect of any related Option or such portion thereof will be discharged
   by payment of the Right so exercised.

6.  PERFORMANCE SHARES

   (a) Subject to the provisions of the Plan, the Committee shall (i) determine
and designate from time to time those Key Employees or groups of Key Employees
to whom Awards of Performance Shares are to be made, (ii) determine the
Performance Period (the "Performance Period") and Performance Objectives (the
"Performance Objectives") applicable to such Awards, (iii) determine the form of
settlement of a Performance Share and (iv) generally determine the terms and
conditions of each such Award. At any date, each Performance Share shall have a
value equal to the Fair Market Value of one share of Stock at such date;
provided that the Committee may limit the aggregate amount payable upon the
settlement of any Award. The maximum award for any individual employee in any
given year shall be 100,000 Performance Shares.

   (b) The Committee shall determine a Performance Period of not less than two
nor more than five years. Performance Periods may overlap and Key Employees may
participate simultaneously with respect to Performance Shares for which
different Performance Periods are prescribed.

   (c) The Committee shall determine the Performance Objectives for Awards of
Performance Shares. Performance Objectives may vary from Key Employee to Key
Employee and between groups of Key Employees and shall be based upon one or more
of the following objective criteria, as the Committee deems appropriate, which
may be (i) determined solely by reference to the performance of the Company, any
subsidiary or affiliate of the Company or any division or unit of any of the
foregoing, or (ii) based on comparative performance of any one or more of the
following relative to other entities: (A) earnings per share, (B) return on
equity, (C) cash flow, (D) return on total capital, (E) return on assets, (F)
economic value added, (G) increase in surplus, (H) reductions in operating
expenses, (I) increases in operating margins (J) earnings before income taxes
and depreciation, (K) total shareholder return (L) return on invested capital,
(M) cost reductions and savings, (N) earnings before interest, taxes,
depreciation and amortization ("EBITDA"), (O) pre-tax operating income (P)
productivity improvements, or (Q) a Key Employee's attainment of personal
objectives with respect to any of the foregoing criteria or other criteria such
as growth and profitability, customer satisfaction, leadership effectiveness,
business development, negotiating transactions and sales or developing long term
business goals. If during the course of a Performance Period there shall occur
significant events which the Committee expects to have a substantial effect on
the applicable Performance Objectives during


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such period, the Committee may revise such Performance Objectives.

   (d) At the beginning of a Performance Period, the Committee shall determine
for each Key Employee or group of Key Employees the number of Performance Shares
or the percentage of Performance Shares which shall be paid to the Key Employee
or member of the group of Key Employees if the applicable Performance Objectives
are met in whole or in part.

   (e) If a Key Employee terminates service with all Participating Companies
during a Performance Period because of death, Total Disability, Retirement, or
under other circumstances where the Committee in its sole discretion finds that
a waiver would be in the best interests of the Company, that Key Employee may,
as determined by the Committee, be entitled to payment in settlement of such
Performance Shares at the end of the Performance Period based upon the extent to
which the Performance Objectives were satisfied at the end of such period and
prorated for the portion of the Performance Period during which the Key Employee
was employed by any Participating Company; provided, however, the Committee may
provide for an earlier payment in settlement of such Performance Shares in such
amount and under such terms and conditions as the Committee deems appropriate or
desirable. If a Key Employee terminates service with all Participating Companies
during a Performance Period for any other reason, then such Key Employee shall
not be entitled to any Award with respect to that Performance Period unless the
Committee shall otherwise determine.

   (f) Each Award of a Performance Share shall be paid in whole shares of Stock,
or cash, or a combination of Stock and cash either as a lump sum payment or in
annual installments, all as the Committee shall determine, with payment to
commence as soon as practicable after the end of the relevant Performance
Period.

7.  RESTRICTED STOCK

   (a) Restricted Stock shall be subject to a restriction period (after which
restrictions will lapse) which shall mean a period commencing on the date the
Award is granted and ending on such date as the Committee shall determine (the
"Restriction Period"). The Committee may provide for the lapse of restrictions
in installments where deemed appropriate and it may also require the achievement
of predetermined performance objectives in order for such shares to vest.

   (b) Except when the Committee determines otherwise pursuant to Section 7(d),
if a Key Employee terminates employment with all Participating Companies for any
reason before the expiration of the Restriction Period, all shares of Restricted
Stock still subject to restriction shall be forfeited by the Key Employee and
shall be reacquired by the Company.

   (c) Except as otherwise provided in this Section 7, no shares of Restricted
Stock received by a Key Employee shall be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of during the Restriction Period.


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   (d) In cases of death, Total Disability or Retirement or in cases of special
circumstances, the Committee may, in its sole discretion when it finds that a
waiver would be in the best interests of the Company, elect to waive any or all
remaining restrictions with respect to such Key Employee's Restricted Stock.

   (e) The Committee may require, under such terms and conditions as it deems
appropriate or desirable, that the certificates for Stock delivered under the
Plan may be held in custody by a bank or other institution, or that the Company
may itself hold such shares in custody until the Restriction Period expires or
until restrictions thereon otherwise lapse, and may require, as a condition of
any Award of Restricted Stock that the Key Employee shall have delivered a stock
power endorsed in blank relating to the Restricted Stock.

   (f) Nothing in this Section 7 shall preclude a Key Employee from exchanging
any shares of Restricted Stock subject to the restrictions contained herein for
any other shares of Stock that are similarly restricted.

   (g) Subject to Section 7(e) and Section 8, each Key Employee entitled to
receive Restricted Stock under the Plan shall be issued a certificate for the
shares of Stock. Such certificate shall be registered in the name of the Key
Employee, and shall bear an appropriate legend reciting the terms, conditions
and restrictions, if any, applicable to such Award and shall be subject to
appropriate stop-transfer orders.

8.  CERTIFICATES FOR AWARDS OF STOCK

   (a) The Company shall not be required to issue or deliver any certificates
for shares of Stock prior to (i) the listing of such shares on any stock
exchange on which the Stock may then be listed and (ii) the completion of any
registration or qualification of such shares under any federal or state law, or
any ruling or regulation of any government body which the Company shall, in its
sole discretion, determine to be necessary or advisable.

   (b) All certificates for shares of Stock delivered under the Plan shall also
be subject to such stop-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Stock is
then listed and any applicable federal or state securities laws, and the
Committee may cause a legend or legends to be placed on any such certificates to
make appropriate reference to such restrictions. In making such determination,
the Committee may rely upon an opinion of counsel for the Company.

   (c) Except for the restrictions on Restricted Stock under Section 7, each Key
Employee who receives Stock in settlement of an Award of Stock, shall have all
of the rights of a shareholder with respect to such shares, including the right
to vote the shares and receive dividends and other


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distributions. No Key Employee awarded an Option, a Right or Performance Share
shall have any right as a shareholder with respect to any shares covered by his
or her Option, Right or Performance Share prior to the date of issuance to him
or her of a certificate or certificates for such shares.

9. ACCELERATION EVENTS

     (a) For the purposes of this Plan, an Acceleration Event shall occur if (i)
a report on Schedule 13D shall be filed with the Securities and Exchange
Commission pursuant to Section 13(d) of the Act disclosing that any person
(within the meaning of Section 13(d) of the Act), other than the Company or The
Hartford 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 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 stock of the Company (or securities convertible into stock) for
cash, 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
1995 Incentive Stock Plan, 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 an Acceleration
Event for purposes of this Plan.


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   (b) Notwithstanding any provisions in this Plan to the contrary:

      (i) Each outstanding Option granted under the Plan shall become
   immediately exercisable in full for the aggregate number of shares covered
   thereby and all related Rights shall also become exercisable upon the
   occurrence of an Acceleration Event described in this Section 9 and shall
   continue to be exercisable in full for cash for a period of 60 calendar days
   beginning on the date that such Acceleration Event occurs and ending on the
   60th calendar day following that date; provided, however, that no Option or
   Right shall be exercisable beyond the expiration date of its original term.

      (ii) Options and Rights shall not terminate and shall continue to be fully
   exercisable for a period of seven months following the occurrence of an
   Acceleration Event in the case of an employee who is terminated other than
   for just cause or who voluntarily terminates his employment because he or she
   in good faith believes that as a result of such Acceleration Event he is
   unable effectively to discharge his present duties or the duties of the
   position he occupied just prior to the occurrence of such Acceleration Event.
   For purposes of Section 9 only, termination shall be for "just cause" only if
   such termination is based on fraud, misappropriation or embezzlement on the
   part of the employee which results in a final conviction of a felony. Under
   no circumstances, however, shall any Option or Right be exercised beyond the
   expiration date of its original term.

      (iii) Any Right or portion thereof may be exercised for cash within the
   60-calendar-day period following the occurrence of an Acceleration Event with
   settlement, except in the case of a Right related to an Incentive Stock
   Option, based on the "Formula Price" which shall be the highest of (A) the
   highest composite daily closing price of the Stock during the period
   beginning on the 60th calendar day prior to the date on which the Right is
   exercised and ending on the date such Right is exercised, (B) the highest
   gross price paid for the Stock during the same period of time, as reported in
   a report on Schedule 13D filed with the Securities and Exchange Commission or
   (C) the highest gross price paid or to be paid for a share of Stock (whether
   by way of exchange, conversion, distribution upon merger, liquidation or
   otherwise) in any of the transactions set forth in this Section 9 as
   constituting an Acceleration Event.

      (iv) Upon the occurrence of an Acceleration Event, Limited Stock
   Appreciation Rights shall automatically be granted as to any Option with
   respect to which Rights are not then outstanding; provided, however, that
   Limited Stock Appreciation Rights shall be provided at the time of grant of
   any Incentive Stock Option subject to exercisability upon the occurrence of
   an Acceleration Event. Limited Stock Appreciation Rights shall entitle the
   holder thereof, upon exercise of such rights and surrender of the related
   Option or any portion thereof, to receive, without payment to the Company
   (except for applicable withholding taxes), an amount in cash equal to the
   excess, if any, of the Formula Price as that term is defined in Section 9
   over the option price of the Stock as provided in such Option; provided that
   in the case of the exercise of any such Limited Stock Appreciation Right or
   portion thereof related to
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   an Incentive Stock Option, the Fair Market Value of the Stock at the time of
   such exercise shall be substituted for the Formula Price. Each such Limited
   Stock Appreciation Right shall be exercisable only during the period
   beginning on the first business day following the occurrence of such
   Acceleration Event and ending on the 60th day following such date and only to
   the same extent the related Option is exercisable. Upon exercise of a Limited
   Stock Appreciation Right and surrender of the related Option, or portion
   thereof, such Option, to the extent surrendered, shall not thereafter be
   exercisable.

      (v) The restrictions applicable to Awards of Restricted Stock issued
   pursuant to Section 7 shall lapse upon the occurrence of an Acceleration
   Event and the Company shall issue Stock certificates without a restrictive
   legend. Key Employees holding Restricted Stock on the date of an Acceleration
   Event may tender such Restricted Stock to the Company which shall pay the
   Formula Price as that term is defined in Section 9; provided, such Restricted
   Stock must be tendered to the Company within 60 calendar days of the
   Acceleration Event.

      (vi) If an Acceleration Event occurs during the course of a Performance
   Period applicable to an Award of Performance Shares pursuant to Section 6,
   then the Key Employee shall be deemed to have satisfied the Performance
   Objectives and settlement of such Performance Shares shall be based on the
   Formula Price, as defined in this Section 9.

10. BENEFICIARY

   (a) Each Key Employee shall file with the Company a written designation of
one or more persons as the Beneficiary who shall be entitled to receive the
Award, if any, payable under the Plan upon his or her death. A Key Employee may
from time to time revoke or change his or her Beneficiary designation without
the consent of any prior Beneficiary by filing a new designation with the
Company. The last such designation received by the Company shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall
be effective unless received by the Company prior to the Key Employee's death,
and in no event shall it be effective as of a date prior to such receipt.

   (b) If no such Beneficiary designation is in effect at the time of a Key
Employee's death, or if no designated Beneficiary survives the Key Employee or
if such designation conflicts with law, the Key Employee's estate shall be
entitled to receive the Award, if any, payable under the Plan upon his or her
death. If the Committee is in doubt as to the right of any person to receive
such Award, the Company may retain such Award, without liability for any
interest thereon, until the Committee determines the rights thereto, or the
Company may pay such Award into any court of appropriate jurisdiction and such
payment shall be a complete discharge of the liability of the Company therefor.


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11. ADMINISTRATION OF THE PLAN

   (a) Each member of the Committee shall be a member of the Board and both a
"non-employee director" within the meaning of Rule 16b-3 under the Act or
successor rule or regulation and an "outside director" for purposes of Section
162(m) of the Internal Revenue Code.

   (b) All decisions, determinations or actions of the Committee made or taken
pursuant to grants of authority under the Plan shall be made or taken in the
sole discretion of the Committee and shall be final, conclusive and binding on
all persons for all purposes.

   (c) The Committee shall have full power, discretion and authority to
interpret, construe and administer the Plan and any part thereof, and its
interpretations and constructions thereof and actions taken thereunder shall be,
except as otherwise determined by the Board, final, conclusive and binding on
all persons for all purposes.

   (d) The Committee's decisions and determinations under the Plan need not be
uniform and may be made selectively among Key Employees, whether or not such Key
Employees are similarly situated.

   (e) The Committee may, in its sole discretion, delegate such of its powers as
it deems appropriate to the chief executive officer or other members of senior
management, except that Awards to executive officers shall be made solely by the
Committee and subject to compliance with Rule 16b-3 of the Act.

   (f) If an Acceleration Event has not occurred and if the Committee determines
that a Key Employee has taken action inimical to the best interests of any
Participating Company, the Committee may, in its sole discretion, terminate in
whole or in part such portion of any Option (including any related Right) as has
not yet become exercisable at the time of termination, terminate any Performance
Share Award for which the Performance Period has not been completed or terminate
any Award of Restricted Stock for which the Restriction Period has not lapsed.

12. AMENDMENT, EXTENSION OR TERMINATION

   The Board may, at any time, amend or terminate the Plan and, specifically,
may make such modifications to the Plan as it deems necessary to avoid the
application of Section 162(m) of the Code and the Treasury regulations issued
thereunder. However, no amendment applicable to Incentive Stock Options shall,
without approval by a majority of the Company's stockholders, (a) alter the
group of persons eligible to participate in the Plan, or (b) except as provided
in Section 13 increase the maximum number of shares of Stock which are available
for Awards under the Plan. If an Acceleration Event has occurred, no amendment
or termination shall impair the rights of any person with respect to a prior
Award.


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13. ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK

   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 of Stock, the Committee may make such adjustment in the Stock subject to
Awards, including Stock subject to purchase by an Option, or the terms,
conditions or restrictions on Stock or Awards, including the price payable upon
the exercise of such Option and the number of shares subject to restricted Stock
awards, as the Committee deems equitable.

14. SUBSTITUTE AWARDS

   The Committee shall be authorized to issue substitute Hartford Life, Inc.
Stock options and related rights to those Key Employees of Participating
Companies who surrender options to acquire stock in ITT Hartford Group, Inc. The
Committee may make a determination as to the exercise price and number of such
substitute options as it may determine in order equitably to preserve the
economic value of the surrendered The Hartford Financial Services Group, Inc.
options and related rights in the aggregate amount not to exceed 8,000,000
shares. Subject to this limitation, shares of Hartford Life, Inc. Stock to be
issued upon the exercise of substitute Stock options may be made available from
authorized but unissued shares or from treasury or shares held by Hartford Life,
Inc. or shares purchased in the open market.

   The maximum number of substitute Hartford Life, Inc. Stock options and
related rights that may be granted to an individual employee is such number as
may be determined by the Committee to be necessary to preserve the economic
value of the surrendered The Hartford Financial Services Group, Inc. options and
related rights by any such individual employee.

   The terms and conditions of each substitute Stock award, including, without
limitation, the expiration date of the option, the time or times when, and the
manner in which, each substitute option shall be exercisable, the duration of
the exercise period, the method of exercise, settlement and payment, and the
rules in the event of termination, shall be the same as those of the surrendered
The Hartford Financial Services Group, Inc. award.

   The Committee shall also be authorized to issue substitute grants of Hartford
Life, Inc. Restricted Stock to replace shares of The Hartford Financial Services
Group, Inc. restricted stock surrendered by employees of Participating
Companies. Such substitute shares shall be subject to the same terms and
conditions as the surrendered shares of The Hartford Financial Services Group,
Inc. restricted stock, including, without limitation, the restriction period of
such The Hartford Financial Services Group, Inc. shares.


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<PAGE>   15
15. MISCELLANEOUS

   (a) Except as provided in Section 9, nothing in this Plan or any Award
granted hereunder shall confer upon any employee any right to continue in the
employ of any Participating Company or interfere in any way with the right of
any Participating Company to terminate his or her employment at any time. No
Award payable under the Plan shall be deemed salary or compensation for the
purpose of computing benefits under any employee benefit plan or other
arrangement of any Participating Company for the benefit of its employees unless
the Company shall determine otherwise. No Key Employee shall have any claim to
an Award until it is actually granted under the Plan. To the extent that any
person acquires a right to receive payments from the Company under this Plan,
such right shall be no greater than the right of an unsecured general creditor
of the Company. All payments to be made hereunder shall be paid from the general
funds of the Company and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts except as
provided in Section 7(e) with respect to Restricted Stock.

   (b) The Committee may cause to be made, as a condition precedent to the
payment of any Award, or otherwise, appropriate arrangements with the Key
Employee or his or her Beneficiary, for the withholding of any federal, state,
local or foreign taxes.

   (c) The Plan and the grant of Awards shall be subject to all applicable
federal and state laws, rules, and regulations and to such approvals by any
government or regulatory agency as may be required.

   (d) The terms of the Plan shall be binding upon the Company and its
successors and assigns.

   (e) Captions preceding the sections hereof are inserted solely as a matter of
convenience and in no way define or limit the scope or intent of any provision
hereof.

16. EFFECTIVE DATE, TERM OF PLAN AND SHAREHOLDER APPROVAL

   The effective date of the Plan shall be May 22, 1997. No Award shall be
granted under this Plan after the Plan's termination date. The Plan's
termination date shall be December 31, 2007. The Plan will continue in effect
for existing Awards as long as any such Award is outstanding.



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