AMENDED AND RESTATED
                        PLAN PURSUANT TO RULE 18F-3 UNDER
                       THE INVESTMENT COMPANY ACT OF 1940

          This Plan (the "Plan") is adopted by the Hartford Series Fund, Inc.
(the "Fund") pursuant to Rule 18f-3 under the Investment Company Act of 1940, as
amended (the "Act"), and sets forth the general characteristics of, and the
general conditions under which the Fund may offer multiple classes of shares.
This Plan is intended to allow the Fund to offer multiple classes of shares to
the full extent and in the manner permitted by Rule 18f-3 under the Act (the
"Rule"), subject to the requirements and conditions imposed by the Rule. This
Plan may be revised or amended from time to time as provided below.

CLASS DESIGNATIONS

          The Fund may from time to time issue one or more of the following
classes of shares: Class IA shares and Class IB shares. Each of the two classes
of shares will represent interests in the same portfolio of investments of the
Fund and, except as described herein, shall have the same rights and obligations
as each other class. Each class shall be subject to such investment minimums and
other conditions of eligibility as are set forth in the Fund's prospectus or
statement of additional information as from time to time in effect (the
"Prospectus").

CLASS CHARACTERISTICS

          Class IA shares are offered at a public offering price that is equal
to their net asset value ("NAV") without an initial sales charge or a contingent
deferred sales charge ("CDSC"). Class IB shares are offered at their NAV,
without an initial sales charge or a CDSC, but may be subject to a fee imposed
in accordance with Rule 12b-1 under the Act ("Rule 12b-1 fees"), which may
include a service fee, as described in the Prospectus. The Class IA shares and
Class IB shares may subsequently be offered pursuant to an initial sales charge
and/or CDSC (each of which may be subject to reduction or waiver) as permitted
by the Act, and as described in the Prospectus.

ALLOCATIONS TO EACH CLASS

          EXPENSE ALLOCATIONS

          The following expenses shall be allocated, to the extent practicable,
on a class-by-class basis: (i) Rule 12b-1 fees payable by the Fund to the
distributor of the Fund's Class IB shares(1). Subject to the approval of a
majority of the Fund's Board of Directors, including a majority of the
Independent Directors (as defined in the Distribution Plan), the following
"Class Expenses" may, to the extent not required to be borne by HL Investment
Advisors, LLC (the "Manager") or an affiliate, pursuant to the Fund's Investment
Advisory Agreement or Administrative Agreement, be allocated on a class-by-class
basis:

(1) As of the date of this Plan, the Fund has adopted a Distribution Plan
pursuant to Rule 12b-1 under the Act only for the Class IB shares (the
"Distribution Plan"). Hartford Securities Distribution Company, Inc. serves as
distributor for both the Class IA shares and Class IB shares (the
"Distributor").



          (a) printing and postage expenses related to preparing and
distributing materials such as shareholder reports, Prospectuses and proxy
statements to current shareholders of a specific class; (b) SEC registration
fees incurred with respect to a specific class; (c) state blue sky and foreign
registration fees and expenses incurred with respect to a specific class; (d)
the expenses of administrative personnel and services required to support
shareholders of a specific class; (e) litigation and other legal expenses
relating to a specific class; (f) Directors' fees or expenses incurred as a
result of issues relating to a specific class of shares; (g) accounting and
consulting expenses relating to a specific class; (h) any fees imposed pursuant
to a non-Rule 12b-1 shareholder services plan that relate to a specific class;
and (i) any additional expenses, not including management fees, investment
advisory fees, custodial fees or other expenses relating to the management of
the Fund's assets, if such expenses are actually incurred in a different amount
with respect to a class that are of a different kind or to a different degree
than with respect to one or more other classes. All expenses not hereafter
designated as Class Expenses will be allocated to each class on the basis of the
net asset value of that class in relation to the net asset value of the Fund
("Fund Expenses"). However, notwithstanding the above, the Fund may allocate all
expenses other than Class Expenses on the basis of the relative net assets
(settled shares) of each class, as permitted by Rule 18f-3(c)(2) under the Act.

          WAIVERS AND REIMBURSEMENTS

          The Manager or Distributor may choose to waive or reimburse Rule 12b-1
fees or any Class Expenses on a voluntary basis. Such waiver or reimbursement
may be applicable to some or all of the classes and may be in different amounts
for one or more classes.

          INCOME, GAINS AND LOSSES

          Income and realized and unrealized capital gains and losses shall be
allocated to each class on the basis of the net asset value of that class in
relation to the net asset value of the Fund.

          The Fund may allocate income and realized and unrealized capital gains
and losses to each share based on relative net assets (settled shares) of each
class, as permitted by Rule 18f-3(c)(2) under the Act.

CONVERSION AND EXCHANGE

          The Class IA shares and Class IB shares shall not convert into another
class. Subsequent classes of shares (each a "Converting Class") may
automatically convert into another class of shares (the "Conversion Class"),
subject to such terms as may be approved by the Directors.

          In the event of any material increase in payments authorized under the
Distribution Plan (or, if presented to shareholders, any material increase in
payments authorized by a non-Rule 12b-1 shareholder services plan) applicable to
any Conversion Class, existing Converting Class shares will not be permitted to
convert into Conversion Class shares unless the Converting Class shareholders,
voting separately as a class, approve the material increase in such payments.
Pending approval of such increase, or if such increase is not approved, the
Directors shall take such action as is necessary to ensure that existing
Converting Class shares are exchanged or converted into a new class of shares
("New Conversion Class") identical in all material respects to the Conversion
Class shares as they existed prior to the implementation of the material
increase in payments, no later than the time such shares were scheduled to
convert to the Conversion Class shares. Converting Class shares sold after the
implementation of the fee increase may convert into Conversion Class shares
subject to the higher maximum payment, provided that the material features of
the Conversion Class plan and the relationship of such plan to the Converting
Class shares were disclosed in an effective registration statement.

EXCHANGE FEATURES

          Shares of each class generally will be permitted to be exchanged only
for shares of a class with similar characteristics in another Fund managed by
the Manager; Class IA shares may be exchanged for Class IA shares of another
Fund; Class IB shares may be exchanged for Class IB shares of another Fund. All
exchange features applicable to each class will be described in the Prospectus.



DIVIDENDS

          Dividends paid by the Fund with respect to its Class IA shares and
Class IB shares, to the extent any dividends are paid, will be calculated in the
same manner, at the same time and will be in the same amount, except that any
Rule 12b-1 fee payments relating to a class of shares will be borne exclusively
by that class and any incremental transfer agency costs or, if applicable, Class
Expenses relating to a class shall be borne exclusively by that class.

VOTING RIGHTS

          Each share of the Fund entitles the shareholder of record to one vote.
Each class of shares of the Fund will vote separately as a class with respect to
any Distribution Plan, as defined herein, applicable to that class and on other
matters for which class voting is required under applicable law. Class IB
shareholders will vote separately as a class to approve any material increase in
payments authorized under the Distribution Plan applicable to Class IB shares.

RESPONSIBILITIES OF THE DIRECTORS

          On an ongoing basis, the Directors will monitor the Fund for the
existence of any material conflicts among the interests of the two classes of
shares. The Directors shall further monitor on an ongoing basis the use of
waivers or reimbursement by the Manager and the Distributor of expenses to guard
against cross-subsidization between classes. The Directors, including a majority
of the Independent Directors, shall take such action as is reasonably necessary
to eliminate any such conflict that may develop. If a conflict arises, the
Manager and Distributor (which also distributes the Class IA shares) at their
own cost, will remedy such conflict up to and including establishing one or more
new registered management investment companies.

REPORTS TO THE DIRECTORS

     The Manager and the Distributor will be responsible for reporting any
potential or existing conflicts among the two classes of shares to the
Directors. In addition, the Directors will receive quarterly and annual
statements concerning expenditures complying with paragraph (b)(3)(ii) of Rule
12b-1. In the statements, only expenditures properly attributable to the direct
or indirect sale or servicing of a particular class of shares shall be used to
justify any distribution fee charged to that class. The statements, including
the allocations upon which they are based, will be subject to the review of the
Independent Directors in the exercise of their fiduciary duties.

AMENDMENTS

          The Plan may be amended from time to time in accordance with the
provisions and Requirements of Rule 18f-3 under the Act.

Adopted as of the 28th day of August, 2002.



                                  ATTACHMENT A

          Hartford Advisers HLS Fund
          Hartford Bond HLS Fund
          Hartford Capital Appreciation HLS Fund
          Hartford Dividend and Growth HLS Fund
          Hartford Focus HLS Fund
          Hartford Global Advisers HLS Fund
          Hartford Global Communications HLS Fund
          Hartford Global Financial Services HLS Fund
          Hartford Global Health HLS Fund
          Hartford Global Leaders HLS Fund
          Hartford Global Technology HLS Fund
          Hartford Growth and Income HLS Fund
          Hartford Growth HLS Fund
          Hartford High Yield HLS Fund
          Hartford Index HLS Fund
          Hartford International Capital Appreciation HLS Fund
          Hartford International Opportunities HLS Fund
          Hartford International Small Company HLS Fund
          Hartford MidCap HLS Fund
          Hartford MidCap Value HLS Fund
          Hartford Money Market HLS Fund
          Hartford Mortgage Securities HLS Fund
          Hartford Small Company HLS Fund
          Hartford Stock HLS Fund Hartford Value HLS Fund

Dated: August 28, 2002