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                                                                   EXHIBIT 10.09

                            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 shares of 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.

1.4      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.
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         (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 The Hartford Financial Services 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.

2.2      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.
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             (3) A "Change of Control" of the Company. A "Change of 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 of
             the greater of (A) the percentage of the outstanding stock of the
             Company entitled to vote in the election of directors 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 entitled to vote in the election of directors 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
             such stock) for cash, securities or any other consideration,
             provided that after consummation of the offer, the Person in
             question is the Beneficial Owner, directly or indirectly, of the
             greater of (A) the percentage of the outstanding stock of the
             Company entitled to vote in the election of directors 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 entitled to vote in the election of directors
             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 entitled to vote in the election of directors of the
             Company would be converted into cash, securities or other property,
             other than a merger of the Company in which holders of such stock
             of the Company immediately prior to the merger have the same
             proportionate ownership of common stock entitled to vote in the
             election of directors 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)  within any 12 month period, the persons who were directors of the
             Company immediately before the beginning of such period (the
             "Incumbent Directors") 
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             shall cease (for any reason other than death) to constitute at
             least a majority of the Board of the Company or the board of
             directors of any successor to the Company, provided that any
             director who was not a director at the beginning of such period
             shall be deemed to be an Incumbent Director if such director (A)
             was elected to the Board of the Company by, or on the
             recommendation of or with the approval of, at least two-thirds of
             the directors who then qualified as Incumbent Directors either
             actually or by prior operation of this clause (iv), and (B) was not
             designated by a Person who has entered into an agreement with the
             Company to effect a transaction described in the immediately
             preceding clause (iii); or

       (v)   a "Change of Control" as defined in The Hartford 1995 Incentive
             Stock Plan, as 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 that a sale of all of the interest of The Hartford Financial Services
Group, Inc. in the Company shall not be considered a Change of Control 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.

         (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, unrestricted certificates for all of the shares of
Stock that were awarded to the Director as Restricted Stock (a) immediately
following any lapse of restrictions on such shares pursuant to Section 2.2(c)(3)
hereof, or (b) within 30 days following any lapse of restrictions under the
remaining provisions of 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.

         (f) Special Definitions for Change of Control. For purposes of Section
2.2(c)(3), the following special definitions apply.

             (i) "Beneficial Owner" means any Person who, directly or
indirectly, has the right to vote or dispose of or has "beneficial ownership"
(within the meaning of Rule 13d-3 under the 
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Act) of any securities of a company, including any such right pursuant to any
agreement, arrangement or understanding (whether or not in writing), provided
that: (i) a Person shall not be deemed the Beneficial Owner of any security as a
result of an agreement, arrangement or understanding to vote such security (A)
arising solely from a revocable proxy or consent given in response to a public
proxy or consent solicitation made pursuant to, and in accordance with, the Act
and the applicable rules and regulations thereunder, or (B) made in connection
with, or to otherwise participate in, a proxy or consent solicitation made, or
to be made, pursuant to, and in accordance with, the applicable provisions of
the Act and the applicable rules and regulations thereunder, in either case
described in clause (A) or (B) above, whether or not such agreement, arrangement
or understanding is also then reportable by such Person on Schedule 13D under
the Act (or any comparable or successor report); and (ii) a Person engaged in
business as an underwriter of securities shall not be deemed to be the
Beneficial Owner of any security acquired through such Person's participation in
good faith in a firm commitment underwriting until the expiration of forty days
after the date of such acquisition.

         (ii) "Person" has the meaning ascribed to such term in Section 3(a)(9)
of the Act, as supplemented by Section 13(d)(3) of the Act; provided, however,
that Person shall not include (i) The Hartford Financial Services Group, Inc.,
the Company, any subsidiary of the Company or any other Person controlled by the
Company, (ii) any trustee or other fiduciary holding securities under any
employee benefit plan of The Hartford Financial Services Group, Inc., the
Company or of any subsidiary of the Company, or (iii) a corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of securities of the Company.

         (g) In the event of a Change of Control, no amendment, suspension or
termination of the Plan thereafter shall impair or reduce the rights of any
person with respect to any award made under the Plan


                        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 
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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 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.

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.
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         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.