PARTICIPATION AGREEMENT

                                    Among

                             MTB GROUP OF FUNDS,

                           EDGEWOOD SERVICES, INC.,

                        MTB INVESTMENT ADVISORS, INC.,

                                     and

                     THE HARTFORD LIFE INSURANCE COMPANY







     THIS  AGREEMENT,  made as of the 1st day of May,  2004,  by and  among  THE

HARTFORD LIFE INSURANCE COMPANY, a Connecticut corporation  ("Company"),  on its

own behalf and on behalf of each  segregated  asset  account of the  Company set

forth on  Schedule  A hereto  as may be  amended  from time to time  (each  such

account hereinafter referred to as an "Account"); MTB GROUP OF FUNDS, a Delaware

statutory trust (the "Trust"), on its behalf and on behalf of each of its series

set forth in Schedule A; EDGEWOOD  SERVICES,  INC., a New York  corporation (the

"Distributor")  and MTB  INVESTMENT  ADVISORS,  INC.,  a  registered  investment

adviser (the "Advisor").



     WHEREAS,  the  Trust  engages  in  business  as  an  open-end,   management

investment  company  and is  available  to act as  the  investment  vehicle  for

separate accounts  established for variable life insurance policies and variable

annuity contracts (collectively, the "Variable Insurance Products") to be issued

by the Company; and



     WHEREAS,  the  beneficial  interest  in the Trust is divided  into  several

series of  shares,  each  representing  the  interest  in a  particular  managed

portfolio of securities  and other assets,  any one or more of which may be made

available under this Agreement,  as set forth on Schedule A hereto and as may be

amended from time to time by mutual  agreement of the parties  hereto (each such

series hereinafter referred to as a "Fund"); and



     WHEREAS,  the Trust is  registered  as an open-end,  management  investment

company  under the  Investment  Company Act of 1940, as amended (the "1940 Act")

and its shares are registered  under the Securities Act of 1933, as amended (the

"1933 Act"); and



     WHEREAS,   the  Trust  has  engaged  the  Advisor,  an  investment  adviser

registered  under the federal  Investment  Advisers  Act of 1940 (the  "Advisers

Act") and any applicable  state securities law, to provide  investment  advisory

services,  including  managing the Funds pursuant to applicable  diversification

requirements of the Internal Revenue Code of 1986 (the "Code"); and



     WHEREAS,  the Company has  registered  or will  register the variable  life

insurance  and  variable  annuity  contracts  listed on Schedule A, as it may be

amended  from  time to time  (the  "Contracts")  under  the 1933 Act or will not

register the  Contracts in proper  reliance on an  exemption  from  registration

under the 1933 Act and the 1940 Act; and



     WHEREAS,  each Account is a duly  organized,  validly  existing  segregated

asset  account,  established  by  resolution  of the Board of  Directors  of the

Company,  on the date shown for such Account on Schedule A hereto,  to set aside

and invest assets attributable to the aforesaid variable annuity contracts; and



     WHEREAS, the Company has registered or will register each Account as a unit

investment trust under the 1940 Act; and



     WHEREAS,  the  Distributor  is  registered  as a  broker  dealer  with  the

Securities and Exchange  Commission ("SEC") under the Securities Exchange Act of

1934,  as amended  (the "1934  Act"),  and is a member in good  standing  of the

National Association of Securities Dealers, Inc. (the "NASD"); and



     WHEREAS,   the  Trust  has   obtained  an  order  from  the  SEC   granting

participating  insurance  companies and their separate accounts exemptions under

Section 6(c) of the 1940 Act from the provisions of Section 9(a), 13(a),  15(a),

and 15(b) of the 1940 Act and Rules 6e2(b)(15) and 6e3(T)(b)(15)  thereunder, to

the  extent  necessary  to permit  shares of the Trust to be sold to and held by

variable  annuity  and  variable  life  insurance   separate  accounts  of  both

affiliated  and  nonaffiliated  life insurance  companies and certain  qualified

pension and retirement plans (the "Shared Exemptive Order"); and



     WHEREAS,  to  the  extent  permitted  by  applicable   insurance  laws  and

regulations,  the Company  intends to purchase  shares of the Funds on behalf of

each Account to fund certain of the aforesaid variable life and variable annuity

contracts  and the  Distributor  is  authorized  to  sell  such  shares  to unit

investment trusts such as each Account at net asset value;



     NOW,  THEREFORE,  in consideration of the foregoing and the mutual promises

and covenants hereinafter set forth, the Company, the Trust, and the Adviser and

the Distributor agree as follows:



ARTICLE I.  Sale of Trust Shares



     1.1.  The  Distributor  agrees  to sell to the  Company  on  behalf  of the

Accounts  those  shares of the Funds which each  Account  orders,  and agrees to

execute such orders on each day on which the New York Stock Exchange is open for

trading and the Funds  calculate  their net asset value pursuant to rules of the

SEC, all as described in the Funds' registration statement (a "Business Day") at

the net asset value next computer  after receipt and  acceptance by the Trust or

its  designee  of the order for the shares of the Funds.  For  purposes  of this

Section 1.1, the Company  shall be the designee of the Trust for receipt of such

orders from each Account and receipt by such designee shall  constitute  receipt

by the  Trust;  provided  that  the  Trust  receives  notice  of such  order  in

accordance with the requirements set forth in Schedule B.



     1.2.  The Trust  agrees to make its shares  available  for  purchase at the

applicable  net asset  value per share by the  Accounts  on each  Business  Day.

Notwithstanding the foregoing,  the Board of Trustees of the Trust (the "Board")

may refuse to sell shares of any Fund to any person, or suspend or terminate the

offering  of  shares  of any  Fund  if  such  action  is  required  by law or by

regulatory  authorities having jurisdiction or is, in the sole discretion of the

Board acting in good faith and in light of their fiduciary  duties under federal

and  any  applicable  state  laws,  necessary  in  the  best  interests  of  the

shareholders of such Fund.



     1.3. The Trust and the  Distributor  agree that shares of the Funds will be

sold only to the Company on behalf of its  Accounts  or to other life  insurance

companies that offer variable  annuity and/or variable life insurance  contracts

to the public and which have entered into an  agreement  with the Trust,  and to

other  persons  not  inconsistent  with each Fund being  adequately  diversified

pursuant  to Section  817(h) of the Code,  and the  regulations  thereunder.  No

shares of any Fund will be sold to the general public to the extent inconsistent

with such Fund being  adequately  diversified  pursuant to Section 817(b) of the

Code, and the regulations thereunder.



     1.4. Upon receipt of a request for redemption  from the Company,  the Trust

agrees to redeem any full or fractional shares of the Fund held by the Accounts,

executing  such  requests  on each  Business  Day at the net  asset  value  next

computed  after  receipt  and  acceptance  by the Trust or its  designee  of the

request for  redemption  except that the Trust reserves the right to suspend the

right of redemption, consistent with Section 22(e) of the 1940 Act and any rules

thereunder.  Such redemption  shall be paid consistent with applicable  rules of

the SEC and  procedures  and  policies of the Trust as  described in the current

registration  statement.  For purposes of this Section 1.4, the Company shall be

the  designee of the Trust for the limited  purpose of receiving  and  accepting

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