<Page>

As filed with the Securities and Exchange Commission on February 18, 2005.

File No. 333-114404
811-21433

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO THE FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON
FORM N-8B-2

A. Exact name of trust: Separate Account Twelve

B. Name of depositor: Hartford Life Insurance Company

C. Complete address of depositor's principal executive offices:

P.O. Box 2999
Hartford, CT 06104-2999

D. Name and complete address of agent for service:

Marianne O'Doherty, Esq.
Hartford Life Insurance Company
P.O. Box 2999
Hartford, CT 06104-2999

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b) of Rule 485
------
on __________ pursuant to paragraph (b) of Rule 485
------
X 60 days after filing pursuant to paragraph (a)(1) of Rule 485
------
on ___________ pursuant to paragraph (a)(1) of Rule 485
------
this post-effective amendment designates a new effective date
------ for a previously filed post-effective amendment.

E. Title and amount of securities being registered: Pursuant to Rule 24f-2
under the Investment Company Act of 1940, the Registrant will register an
indefinite amount of securities.

F. Proposed maximum aggregate offering price to the public of the
securities being registered: Not yet determined.

G. Amount of filing fee: Not applicable.

H. Approximate date of proposed public offering: As soon as practicable
after the effective date of this registration statement.

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the registration
shall be come effective on such date as the Commission, acting pursuant to
Section 8(a) may determine.

<Page>

PART I
<Page>

GROUP VARIABLE FUNDING AGREEMENTS
SEPARATE ACCOUNT TWELVE [THE HARTFORD LOGO]
HARTFORD LIFE INSURANCE COMPANY

This prospectus describes information you should know before you purchase or
become a Participant under a group variable funding agreement (the "Contract" or
"Contracts"). Please read it carefully.

Hartford Life Insurance Company issues the Contracts for use as an investment
vehicle for certain employee retirement or welfare benefit plans and certain
other plans or programs.

You or Participants allocate your plan Contribution to "Sub-Accounts."
Sub-Accounts are subdivisions of our Separate Account that we establish to keep
your Contract assets separate from our company assets. The Sub-Accounts purchase
shares of mutual funds ("Funds") that have investment strategies ranging from
conservative to aggressive. You choose the Sub-Accounts that meet your
investment goals and risk tolerance.

The underlying Funds are retail mutual funds that are available to the public.
Because your Contributions purchase Sub-Accounts, YOU DO NOT INVEST DIRECTLY IN
ANY OF THE FUNDS. The Sub-Accounts and the Funds are listed below.

- THE HARTFORD ADVISERS FUND SUB-ACCOUNT which purchases Class A shares of
The Hartford Advisers Fund of The Hartford Mutual Funds, Inc.

- THE HARTFORD CAPITAL APPRECIATION FUND SUB-ACCOUNT which purchases
Class A shares of The Hartford Capital Appreciation Fund of The Hartford
Mutual Funds, Inc.

- THE HARTFORD DIVIDEND AND GROWTH FUND SUB-ACCOUNT which purchases Class A
shares of The Hartford Dividend and Growth Fund of The Hartford Mutual
Funds, Inc.

- THE HARTFORD GLOBAL HEALTH FUND SUB-ACCOUNT which purchases Class A shares
of The Hartford Global Health Fund of The Hartford Mutual Funds, Inc.

- THE HARTFORD GLOBAL TECHNOLOGY FUND SUB-ACCOUNT which purchases Class A
shares of The Hartford Global Technology Fund of The Hartford Mutual
Funds, Inc.

- THE HARTFORD MONEY MARKET FUND SUB-ACCOUNT which purchases Class A shares
of The Hartford Money Market Fund of The Hartford Mutual Funds, Inc.

- THE HARTFORD SMALL COMPANY FUND SUB-ACCOUNT which purchases Class A shares
of The Hartford Small Company Fund of The Hartford Mutual Funds, Inc.

- THE HARTFORD STOCK FUND SUB-ACCOUNT which purchases Class A shares of The
Hartford Stock Fund of The Hartford Mutual Funds, Inc.

You or Participants may also allocate some or all of your Contributions to the
General Account option which pays interest at a rate that is guaranteed for a
certain period of time. The General Account option has certain restrictions. The
General Account option and these restrictions are not described in this
prospectus. The General Account option is not required to be registered with the
Securities and Exchange Commission ("SEC"). Amounts allocated to the General
Account option are not segregated from our company assets like the assets of the
Separate Account.

If you decide to become a Contract Owner or a Participant, you should keep
this prospectus for your records.

Although we file the prospectus with the SEC, the SEC doesn't approve or
disapprove these securities or determine if the information in this prospectus
is truthful or complete. Anyone who represents that the SEC does these things
may be guilty of a criminal offense.

This prospectus can also be obtained from the SEC's website
(http://www.sec.gov).

This Contract IS NOT:

- - A bank deposit or obligation

- - Federally insured

- - Endorsed by any bank or governmental agency

This Contract is not available for sale in all states.
- --------------------------------------------------------------------------------

Prospectus Dated:

<Page>
TABLE OF CONTENTS

<Table>
<Caption>
SECTION PAGE
------- ----

DEFINITIONS............................................................. 3
FEE TABLES.............................................................. 4
SUMMARY................................................................. 7
PERFORMANCE RELATED INFORMATION......................................... 8
HARTFORD LIFE INSURANCE COMPANY......................................... 9
THE SEPARATE ACCOUNT.................................................... 9
THE FUNDS............................................................... 10
GENERAL ACCOUNT OPTION.................................................. 11
CONTRACT CHARGES........................................................ 12
Contingent Deferred Sales Charge...................................... 12
Installation Charge................................................... 12
Annual Maintenance Fee................................................ 13
Program and Administrative Charge..................................... 13
Premium Taxes......................................................... 13
Charges of the Funds.................................................. 13
Plan Related Expenses................................................. 13
THE CONTRACTS........................................................... 14
The Contracts Offered................................................. 14
Pricing and Crediting of Contributions................................ 14
May I make changes in the amounts of my Contribution?................. 14
Can I transfer from one Sub-Account to another?...................... 14
What is a Sub-Account Transfer?....................................... 14
How do I transfer from one Sub-Account to another?.................... 14
What Happens When I Request a Sub-Account Transfer?................... 15
What Restrictions Are There on My Ability to Make a Sub-Account
Transfer?............................................................ 15
Are There Any Exceptions to These Policies?........................... 16
How am I affected by frequent Sub-Account Transfers?.................. 17
What if a Prospectus for the Underlying Funds has Different Policies
and Procedures Regarding Frequent Trading?........................... 17
How do I know what a Participant Account is worth?.................... 17
How are the underlying Fund shares valued?............................ 18
SURRENDERS.............................................................. 18
Full Surrenders....................................................... 18
Partial Surrenders.................................................... 18
Settlement Options.................................................... 19
How do I request a Surrender?......................................... 19
FEDERAL TAX CONSIDERATIONS.............................................. 19
A. General............................................................ 19
B. Hartford and the Separate Account.................................. 19
C. Contract Purchases by Foreign Entities............................. 20
MORE INFORMATION........................................................ 20
Can a Contract be modified?........................................... 20
Can Hartford waive any rights under a Contract?....................... 20
How are the Contracts sold?........................................... 20
Are there any material legal proceedings affecting the Separate
Account?............................................................. 22
How may I get additional information?................................. 22
GENERAL INFORMATION..................................................... 23
Safekeeping of Assets................................................. 23
Experts............................................................... 23
Non-Participating..................................................... 23
Principal Underwriter................................................. 23
PERFORMANCE RELATED INFORMATION......................................... 23
Total Return for all Sub-Accounts..................................... 23
Yield for Sub-Accounts................................................ 23
Money Market Sub-Accounts............................................. 24
Additional Materials.................................................. 24
Performance Comparisons............................................... 24
</Table>

2
<Page>
DEFINITIONS

ACCUMULATION UNITS: If you allocate your Contribution to any of the
Sub-Accounts, we will convert those payments into Accumulation Units in the
selected Sub-Accounts. Accumulation Units are valued at the end of each
Valuation Day and are used to calculate the value of Participant Accounts
invested in the Sub-Accounts.

ADMINISTRATIVE OFFICE: Located at 200 Hopmeadow Street, Simsbury, CT 06089. The
mailing address for correspondence concerning this Contract is P.O. Box 1583,
Hartford, CT 06144-1583, except for overnight or express mail packages, which
should be sent to: Attention: IPD/Retirement Plan Service Center, 200 Hopmeadow
Street, Simsbury, CT 06089.

ANNUAL MAINTENANCE FEE: An annual charge we deduct from each Participant Account
on a quarterly basis or on a full Surrender of a Participant Account. The charge
is deducted proportionately from the Sub-Accounts and any General Account value
in a Participant Account.

BENEFIT PAYMENT: Amounts Surrendered by the Contract Owner to pay benefits to a
Participant or beneficiary under the terms of the Plan. Amounts Surrendered for
transfer to the funding vehicle of another investment provider or because of the
termination of the Plan are not Benefit Payments.

CODE: The Internal Revenue Code of 1986, as amended.

CONTRACT OWNER OR YOU: The Employer or entity owning the Contract.

CONTRACT YEAR: A period of 12 months beginning with the effective date of the
Contract or with any anniversary of the effective date.

CONTRIBUTIONS: Amounts paid to us by the Contract Owner for investment in a
Contract.

EMPLOYER: An employer maintaining a retirement or welfare benefit plan or
similar plan or program for its employees.

GENERAL ACCOUNT: Our General Account that consists of all of our company assets,
including any money you have invested in the General Account option. The assets
in the General Account are available to the creditors of Hartford.

HARTFORD, WE OR US: Hartford Life Insurance Company.

INVESTMENT CHOICE: Any of the Sub-Accounts or the General Account option.

PARTICIPANT: Any employee or former employee of an Employer or other individual
with a Participant Account under a Contract.

PARTICIPANT ACCOUNT: An account under a Contract to which General Account values
and Sub-Account Accumulation Units are allocated on behalf of a Participant.

PLAN: An employee benefit plan or similar program that invests in a Contract.

PLAN RELATED EXPENSE: Amounts that you Surrender to pay certain administrative
expenses or other Plan related expenses including, fees paid to consultants,
auditors, third party administrators and other Plan services providers. Upon our
request, you must provide us with reasonable documentation that a Surrender is a
Plan Related Expense.

PREMIUM TAX: The tax or amount of tax, if any, charged by a state, federal, or
other governmental entity on Contributions or Contract values.

SURRENDER: Any withdrawal of Contract values.

SURRENDER VALUE: The amount we pay you if you terminate your Contract. The
Surrender Value is equal to the Contract value minus any applicable charges.

VALUATION DAY: Every day the New York Stock Exchange is open for trading. Values
of the Separate Account are determined as of the close of the New York Stock
Exchange (generally 4:00 p.m. Eastern Time).

VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.

3
<Page>
FEE TABLES

THE FOLLOWING TABLES DESCRIBE THE FEES AND EXPENSES THAT YOU WILL PAY WHEN
PURCHASING, OWNING AND SURRENDERING THE CONTRACT.

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU WILL PAY AT THE TIME
THAT YOU PURCHASE THE CONTRACT OR SURRENDER THE CONTRACT. CHARGES FOR STATE
PREMIUM TAXES MAY ALSO BE DEDUCTED WHEN YOU MAKE CONTRIBUTIONS TO THE CONTRACT
OR UPON SURRENDER.

<Table>

CONTRACT OWNER TRANSACTION EXPENSES

Sales Charge Imposed on Purchases (as a percentage of
Contributions).................................................. None
Contingent Deferred Sales Charge (as a percentage of amounts
Surrendered) (1)
During the First Contract Year................................ 5%
During the Second Contract Year............................... 4%
During the Third Contract Year................................ 3%
During the Fourth Contract Year............................... 2%
During the Fifth Contract Year................................ 1%
During the Sixth Contract Year and after...................... 0%
Installation Charge (2)........................................... $1,000
</Table>

- ---------

(1) The Contingent Deferred Sales Charge applies to amounts Surrendered during
the first five Contract Years. We do not assess a Contingent Deferred Sales
Charge on Benefit Payments or Plan Related Expenses.

(2) We may charge a one-time Installation Charge of up to $1,000 when you
purchase your Contract. This charge is for establishing your initial
Participant Accounts on our recordkeeping system. We currently waive the
Installation Charge.

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU WILL PAY PERIODICALLY
AND ON A DAILY BASIS DURING THE TIME THAT YOU OWN THE CONTRACT OR HAVE A
PARTICIPANT ACCOUNT UNDER THE CONTRACT, NOT INCLUDING FEES AND EXPENSES OF THE
UNDERLYING FUNDS.

<Table>

ANNUAL MAINTENANCE FEE (3)........................................ $30

SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average daily
Sub-Account Value)
Program and Administrative Charge............................. 0.50%
Total Separate Account Annual Expenses........................ 0.50%
</Table>

- ---------

(3) We deduct this $30 annual fee from each Participant Account on a quarterly
basis. We deduct 25 percent of the annual fee on the last Valuation Day of
each quarter, or from the proceeds of a full Surrender of a Participant
Account. We deduct the fee proportionately from each Investment Choice in a
Participant Account.

4
<Page>
THIS TABLE SHOWS THE MINIMUM AND MAXIMUM TOTAL FUND OPERATING EXPENSES
CHARGED BY THE UNDERLYING FUNDS THAT YOU MAY PAY ON A DAILY BASIS DURING THE
TIME THAT YOU OWN THE CONTRACT OR HAVE A PARTICIPANT ACCOUNT UNDER THE CONTRACT.
MORE DETAIL CONCERNING EACH FUND'S FEES AND EXPENSES IS CONTAINED IN THE
PROSPECTUS FOR EACH FUND.

<Table>
<Caption>
MINIMUM MAXIMUM

- ---------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES
(these are expenses that are deducted from Fund
assets, including management fees, Rule 12b-1
distribution and/or service fees, and other expenses) 1.28% 1.77%
- ---------------------------------------------------------------------------------
</Table>

5
<Page>
EXAMPLE

THESE EXAMPLES ARE INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN THE
CONTRACT WITH THE COST OF INVESTING IN OTHER VARIABLE CONTRACTS. THE EXAMPLES
REFLECT A DEDUCTION FOR ANY CONTINGENT DEFERRED SALES CHARGE, ANNUAL MAINTENANCE
FEE, MAXIMUM SEPARATE ACCOUNT ANNUAL EXPENSES AND THE HIGHEST TOTAL ANNUAL FUND
OPERATING EXPENSES OF THE UNDERLYING FUNDS. THE EXAMPLES DO NOT REFLECT THE
DEDUCTION OF ANY APPLICABLE PREMIUM TAXES.

THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. IN THE
FOLLOWING EXAMPLE TABLE, HARTFORD ASSUMES A PARTICIPANT ACCOUNT VALUE OF $25,000
TO ILLUSTRATE THE CHARGES THAT WOULD BE DEDUCTED. THE EXAMPLES ASSUME THE ANNUAL
MAINTENANCE FEE WILL ALWAYS BE DEDUCTED IF THE CONTRACT OR PARTICIPANT ACCOUNT
IS SURRENDERED. WE CHANGE THE ANNUAL MAINTENANCE FEE FOR A $25,000 PARTICIPANT
ACCOUNT VALUE INTO A PERCENTAGE TO MORE EASILY CALCULATE THE CHARGES. THE
PERCENTAGE WE USE IS 0.12%.

THE EXAMPLES ASSUME THAT YOU INVEST $10,000 IN THE CONTRACT FOR THE TIME
PERIODS INDICATED. THE EXAMPLES ALSO ASSUME THAT YOUR INVESTMENT HAS A 5% RETURN
EACH YEAR AND ASSUMES THE HIGHEST TOTAL ANNUAL FUND OPERATING EXPENSES. ALTHOUGH
YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS, YOUR COSTS
WOULD BE:

(1) If you Surrender your Contract at the end of the applicable time period:

<Table>

1 year $ 762
- ---------------------------------------------------------------------
3 years $1,089
- ---------------------------------------------------------------------
5 years $1,423
- ---------------------------------------------------------------------
10 years $2,792
- ---------------------------------------------------------------------
</Table>

(2) If you do not Surrender your Contract:

<Table>

1 year $ 249
- ---------------------------------------------------------------------
3 years $ 766
- ---------------------------------------------------------------------
5 years $1,309
- ---------------------------------------------------------------------
10 years $2,792
- ---------------------------------------------------------------------
</Table>

6
<Page>
SUMMARY

WHAT ARE THE CONTRACTS?

The Contracts are group variable funding agreements. They are issued for use
as an investment vehicle for:

- certain employee retirement or welfare benefit plans,

- plans or programs of governmental entities,

- the activities of certain organizations exempt from tax under section
501(c) of the Code, or

- programs of certain institutions with assets in excess of 25 million
dollars.

WHAT TYPE OF SALES CHARGE WILL I PAY?

You don't pay a sales charge at the time Contributions are made to the
Contract. We may charge you a Contingent Deferred Sales Charge when you
partially or fully Surrender the Contract. The Contingent Deferred Sales Charge
depends on the amount you choose to Surrender and the number of Contract Years
that have been completed before the Surrender.

The percentage used to calculate the Contingent Deferred Sales Charge is
equal to:

<Table>
<Caption>
CONTINGENT DEFERRED
SALES CHARGE
AS A PERCENT
OF AMOUNT
CONTRACT YEARS SURRENDERED
- -------------- -------------------

During the First Contract Year.............................. 5%
During the Second Contract Year............................. 4%
During the Third Contract Year.............................. 3%
During the Fourth Contract Year............................. 2%
During the Fifth Contract Year.............................. 1%
During the Sixth Contract Year and after.................... 0%
</Table>

You won't be charged a Contingent Deferred Sales Charge on:

X Benefit Payments

X Plan Related Expenses

IS THERE AN INSTALLATION CHARGE?

IS THERE AN ANNUAL MAINTENANCE FEE?

We deduct this $30 annual fee from each Participant Account on a quarterly
basis. We deduct 25 percent of the annual fee on the last Valuation Day of each
quarter, or from the proceeds of a full Surrender of a Participant Account.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

In addition to the Annual Maintenance Fee, you pay the following charges
each year:

- PROGRAM AND ADMINISTRATIVE CHARGE -- For providing administrative
services, we deduct a daily charge at an annual rate of 0.50% against all
Contract values in the Sub-Accounts.

- ANNUAL FUND OPERATING EXPENSES -- These are charges for the Funds. See the
Annual Fund Operating Expenses table for more complete information and the
Fund's prospectuses accompanying this prospectus.

IS THERE A DEDUCTION FOR PREMIUM TAXES?

We deduct for the payment of any Premium Taxes levied against us by a state
of other government entity. Premium Tax rates vary by state or municipality. The
range is generally up to 3.5%.

7
<Page>
CAN I WITHDRAW MONEY FROM THE CONTRACT?

The Contract Owner can withdraw all or part of the amounts invested under
the Contract at any time. We call withdrawals from the Contract "Surrenders".

X You may have to pay a Contingent Deferred Sales Charge if the Surrender is
not a Benefit Payment or for a Plan Related Expense.

X We pay Surrenders under the available Settlement Options.

WHAT ARE THE AVAILABLE SETTLEMENT OPTIONS?

We call the available forms of payment in which you can take a Surrender
"Settlement Options". We will pay Surrenders according to the Settlement Option
that you choose. The following Settlement Options are available:

- Payment in a single sum.

- Installment payments for a designated period. The frequency of payments
and the length of the designated period are determined by mutual agreement
between you and us.

PERFORMANCE RELATED INFORMATION

The Separate Account may advertise certain performance related information
concerning its Sub-Accounts. Performance information about a Sub-Account is
based on the Sub-Account's past performance only and is no indication of future
performance. The Funds available through this Separate Account are retail mutual
funds that publish performance related information in newspapers, magazines, the
internet and other media. Performance information published by a retail mutual
fund will be different than the performance information published by the
Separate Account because performance information of a retail mutual fund does
not include the expenses charged by the Separate Account.

When a Sub-Account advertises its STANDARDIZED TOTAL RETURN, it will usually
be calculated since the date of the Sub-Account's inception for one year, five
years, and ten years or some other relevant periods if the Sub-Account has not
been in existence for at least ten years. Total return is measured by comparing
the value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period. Total return
calculations reflect a deduction for Total Fund Operating Expenses, any
Contingent Deferred Sales Charge, Total Separate Account Annual Expenses, and
the Annual Maintenance Fee.

A Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT
PRE-DATE THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized
total returns are calculated by assuming that the Sub-Accounts have been in
existence for the same periods as the underlying Funds and by taking deductions
for charges equal to those currently assessed against the Sub-Accounts. This
figure will usually be calculated for one year, five years, and ten years or
other periods. Non-standardized total return calculations reflect a deduction
for Total Fund Operating Expenses, Total Separate Account Annual Expenses, and
do not include deduction for Contingent Deferred Sales Charges or the Annual
Maintenance Fee. This means the non-standardized total return for a Sub-Account
is higher than standardized total return for a Sub-Account. These
non-standardized returns must be accompanied by standardized total returns.

If applicable, a Sub-Account may advertise YIELD IN ADDITION TO TOTAL
RETURN. The yield will be computed in the following manner: the net investment
income per unit earned during a recent 30 day period is divided by the unit
value on the last day of the period. This figure reflects the recurring charges
on the Separate Account level including the Annual Maintenance Fee.

A money market Sub-Account may advertise YIELD AND EFFECTIVE YIELD. The
yield of the Sub-Account is based upon the income earned by the Sub-Account over
a seven-day period and then annualized, i.e. the income earned in the period is
assumed to be earned every seven days over a 52-week period and stated as a
percentage of the investment. Effective yield is calculated similarly but when
annualized, the income earned by the investment is assumed to be reinvested in
Sub-Account units and thus compounded in the course of a 52-week period. Yield
and effective yield reflect the recurring charges on the Separate Account level
including the Annual Maintenance Fee.

8
<Page>
We may provide information on various topics to Contract Owners and
prospective Contract Owners in advertising, sales literature or other materials.
These topics may include the relationship between sectors of the economy and the
economy as a whole and its effect on various securities markets, investment
strategies and techniques (such as value investing, dollar cost averaging and
asset allocation), the advantages and disadvantages of investing in tax-deferred
and taxable arrangements, customer profiles and hypothetical purchase scenarios,
financial management and tax and retirement planning, and other investment
alternatives, including comparisons between the Contracts and the
characteristics of and market for such alternatives.

HARTFORD LIFE INSURANCE COMPANY

Hartford Life Insurance Company is a stock life insurance company engaged in
the business of writing life insurance and annuities, both individual and group,
in all states of the United States and the District of Columbia. We were
originally incorporated under the laws of Massachusetts on June 5, 1902, and
subsequently redomiciled to Connecticut. Our offices are located in Simsbury,
Connecticut; however, our mailing address is P.O. Box 1583, Hartford, CT
06144-1583. We are ultimately controlled by The Hartford Financial Services
Group, Inc., one of the largest financial service providers in the United
States.

HARTFORD'S RATINGS

<Table>
<Caption>
RATING AGENCY EFFECTIVE DATE OF RATING RATING BASIS OF RATING
- ------------- -------------------------- -------- ----------------------------------------

A.M. Best and Company, Inc. 7/17/03 A+ Financial strength
Standard & Poor's 12/01/03 AA- Financial strength
Fitch 1/09/04 AA Financial strength
</Table>

These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.

THE SEPARATE ACCOUNT

We set aside and invest assets of the Contracts in the Separate Account. The
Separate Account is registered as a unit investment trust under the Investment
Company Act of 1940. This registration does not involve supervision by the
Commission of the management or the investment practices of the Separate Account
or Hartford. The Separate Account meets the definition of "separate account"
under federal securities law. The Separate Account holds only assets for
variable funding agreements. The Separate Account:

- Holds assets for the benefit of Contract Owners, and the persons entitled
to the payments described in the Contract.

- Is not subject to the liabilities arising out of any other business
Hartford may conduct. However, all obligations under the Contract are
general corporate obligations of Hartford.

- Is not affected by the rate of return of Hartford's General Account or by
the investment performance of any of Hartford's other separate accounts.

- May be subject to liabilities from a Sub-Account of the Separate Account
that holds assets of other contracts offered by the Separate Account which
are not described in this prospectus.

- Is credited with income and gains, and takes losses, whether or not
realized, from the assets it holds.

WE DO NOT GUARANTEE THE INVESTMENT RESULTS OF THE SEPARATE ACCOUNT. THERE IS
NO ASSURANCE THAT THE VALUE OF YOUR PARTICIPANT ACCOUNT WILL EQUAL THE TOTAL OF
THE CONTRIBUTIONS MADE TO YOUR PARTICIPANT ACCOUNT.

Separate Account Twelve was established on September 15, 2003.

9
<Page>
THE FUNDS

The Funds are retail mutual funds that are also directly available to the
public without a Separate Account. If you were to purchase these Funds directly
from a broker or mutual fund company, you would not incur the expenses of the
Separate Account.

Hartford Investment Financial Services, LLC ("HIFSCO") is the investment
manager to each series of The Hartford Mutual Funds, Inc. The day-to-day
portfolio management of the funds is provided by an investment sub-adviser --
either Wellington Management Company, LLP ("Wellington Management") or Hartford
Investment Management Company ("Hartford Investment Management").

The Hartford Advisers Fund, The Hartford Capital Appreciation Fund, The
Hartford Dividend and Growth Fund, The Hartford Global Health Fund, The Hartford
Global Technology Fund, The Hartford Money Market Fund, The Hartford Small
Company Fund, and The Hartford Stock Fund are series of The Hartford Mutual
Funds, Inc., a Maryland corporation registered with the SEC as an open-end
management investment company.

The shares of each series of The Hartford Mutual Funds, Inc. have been
divided into Class A, Class B, Class C and Class Y. Only Class A shares are
available in this Contract.

We do not guarantee the investment results of any of the underlying Funds.
Since each underlying Fund has different investment objectives, each is subject
to different risks. These risks and the Funds' expenses are more fully described
in the accompanying Funds' prospectus, and the Funds' Statement of Additional
Information which may be ordered from us. The Funds' prospectus should be read
in conjunction with this prospectus before investing.

The Funds may not be available in all states.

The investment goals of the each of the Funds are as follows:

THE HARTFORD ADVISERS FUND -- Seeks maximum long-term total return.
Sub-advised by Wellington Management

THE HARTFORD CAPITAL APPRECIATION FUND -- Seeks growth of capital.
Sub-advised by Wellington Management.

THE HARTFORD DIVIDEND AND GROWTH FUND -- Seeks a high level of current
income consistent with growth of capital. Sub-advised by Wellington
Management.

THE HARTFORD GLOBAL HEALTH FUND -- Seeks long-term capital appreciation.
Sub-advised by Wellington Management.

THE HARTFORD GLOBAL TECHNOLOGY FUND -- Seeks long-term capital appreciation.
Sub-advised by Wellington Management.

THE HARTFORD MONEY MARKET FUND -- Seeks maximum current income consistent
with liquidity and preservation of capital. Sub-advised by Hartford
Investment Management.

THE HARTFORD SMALL COMPANY FUND -- Seeks growth of capital. Sub-advised by
Wellington Management.

THE HARTFORD STOCK FUND -- Seeks long-term growth of capital, with income as
a secondary consideration. Sub-advised by Wellington Management.

VOTING RIGHTS: We are the legal owners of all Fund shares held in the
Separate Account and we have the right to vote at the Fund's shareholder
meetings. To the extent required by federal securities laws or regulations, we
will:

- Notify the Contract Owner of any Fund shareholders' meeting if the shares
held for the Contract may be voted;

- Send proxy materials and a form of instructions to the Contract Owner that
may be used to tell us how to vote the Fund shares held for the Contract;

- Arrange for the handling and tallying of proxies received from Contract
Owners;

10
<Page>
- Vote all Fund shares attributable to a Contract according to instructions
received from the Contract Owner; and

- Vote all Fund shares for which no voting instructions are received in the
same proportion as shares for which instructions have been received.

If any federal securities laws or regulations, or their present
interpretation, change to permit us to vote Fund shares on our own, we may
decide to do so. Contract Owners may attend any shareholder meeting at which
shares held for their Contract may be voted.

SUBSTITUTIONS, ADDITIONS, OR DELETIONS OF FUNDS -- We may, subject to any
applicable law, make certain changes to the Funds offered under your Contract.
We may, in our sole discretion, establish new Funds. New Funds will be made
available to existing Contract Owners as we determine appropriate. We may also
close one or more Funds to additional Contributions or transfers from existing
Sub-Accounts.

We may eliminate the shares of any of the Funds from the Contract for any
reason and we may substitute shares of another registered investment company for
the shares of any Fund already purchased or to be purchased in the future by the
Separate Account. To the extent required by the Investment Company Act of 1940
(the "1940 Act"), substitutions of shares attributable to your interest in a
Fund will not be made until we have the approval of the Commission and we have
notified you of the change.

In the event of any substitution or change, we may, by appropriate
endorsement, make any changes in the Contract necessary or appropriate to
reflect the substitution or change. If we decide that it is in the best interest
of the Contract Owners, the Separate Account may be operated as a management
company under the 1940 Act or any other form permitted by law, may be
de-registered under the 1940 Act in the event such registration is no longer
required, or may be combined with one or more other Separate Accounts.

ADMINISTRATIVE AND DISTRIBUTION SERVICES -- Hartford has entered into
agreements with the investment advisers or distributors of many of the Funds.
Under the terms of these agreements, Hartford provides administrative and
distribution related services and the Funds pay fees to Hartford that are
usually based on an annual percentage of the average daily net assets of the
Funds. These agreements may be different for each Fund or each Fund family and
may include fees paid under a distribution and/or servicing plan adopted by a
Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940.

GENERAL ACCOUNT OPTION

IMPORTANT INFORMATION YOU SHOULD KNOW: THE PORTION OF THE CONTRACT RELATING
TO THE GENERAL ACCOUNT OPTION IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933
("1933 ACT") AND THE GENERAL ACCOUNT OPTION IS NOT REGISTERED AS AN INVESTMENT
COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940 ("1940 ACT"). NEITHER THE
GENERAL ACCOUNT OPTION NOR ANY INTEREST IN THE GENERAL ACCOUNT OPTION IS SUBJECT
TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE 1940 ACT, AND THE STAFF
OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT REVIEWED THE DISCLOSURE
REGARDING THE GENERAL ACCOUNT OPTION.

The General Account option is part of our General Account that includes our
company assets. Contributions and Contract values allocated to the General
Account are available to our general creditors.

DECLARED RATE OF INTEREST: We credit interest on Contributions made to the
General Account at a rate we declare for any period of time that we determine.
We may change the declared interest rate from time to time at our discretion.

GUARANTEED RATE OF INTEREST: We guarantee a minimum rate of interest. The
declared interest rate will not be less than the minimum guaranteed rate of
interest.

SURRENDERS AND TRANSFERS: We generally process Surrenders and transfers from
the General Account option within a reasonable period of time after we receive a
Surrender request at our Administrative Office. However, under certain
conditions, transfers from the General Account option may be limited or
deferred. Surrenders may be subject to a contingent deferred sales charge or a
market value adjustment and may be deferred.

11
<Page>
CONTRACT CHARGES

CONTINGENT DEFERRED SALES CHARGE

The Contingent Deferred Sales Charge covers some of the expenses relating to
the sale and distribution of the Contract, including:

- commissions and other compensation paid to broker-dealers and their
registered representatives,

- the cost of preparing sales literature,

- other promotional and distribution related activities.

If the Contingent Deferred Sales Charge is not sufficient to cover sales and
distribution expenses, we pay those expenses from our general assets, including
surplus. Surplus might include profits resulting from the Program and
Administrative Charge.

We do not deduct a sales charge at the time Contributions are made to the
Contract. We may assess a Contingent Deferred Sales Charge when you request a
full or partial Surrender. The Contingent Deferred Sales Charge is based on the
amount you choose to Surrender and the number of Contract Years that have been
completed before the Surrender. We do not assess a Contingent Deferred Sales
Charge after the fifth Contract Year.

The percentage used to calculate the Contingent Deferred Sales Charge is
equal to:

<Table>
<Caption>
CONTINGENT DEFERRED
SALES CHARGE
AS A PERCENT OF
AMOUNT
CONTRACT YEARS SURRENDERED
- -------------- -------------------

The following Surrenders are NOT subject to a Contingent Deferred Sales
Charge:

- BENEFIT PAYMENTS -- We do not assess a Contingent Deferred Sales Charge on
amounts that you Surrender from the Contract to pay benefits to a
Participant or a beneficiary under the terms of your Plan. We call these
amounts "Benefit Payments". Amounts Surrendered for transfer to the
funding vehicle of another investment provider or Surrendered because of
the termination of your Plan are not Benefit Payments. Upon our request,
you must provide us with reasonable documentation that a Surrender is a
Benefit Payment.

- PLAN RELATED EXPENSES -- We do not assess a Contingent Deferred Sales
Charge on amounts that you Surrender from the Contract to pay certain
administrative expenses or other Plan related expenses including, fees to
consultants, auditors, third party administrators and other Plan service
providers. We call these amounts "Plan Related Expenses." Upon our
request, you must provide us with reasonable documentation that a
Surrender is a Plan Related Expense.

We will allocate the deduction of the Contingent Deferred Sales Charge among
all Participant Accounts on a pro-rata basis unless the Contract Owner elects a
different allocation of the deduction for the Contingent Deferred Sales Charge.

INSTALLATION CHARGE

Your Contract allows us to charge a one-time Installation Charge of up to
$1,000 at the time we establish the initial Participant Accounts for your
Contract on our recordkeeping system. The Installation Charge is to help cover
our costs of reconciling your Plan's Participant records with your investment
allocation instructions. We currently waive the Installation Charge.

12
<Page>
ANNUAL MAINTENANCE FEE

The Annual Maintenance Fee is an annual $30 fee that we deduct from each
Participant Account on a quarterly basis. The fee compensates us for our
administrative services related to maintaining the Contract and the Participant
Accounts. We deduct 25 percent of the annual fee on the last Valuation Day of
each quarter, or from the proceeds of a full Surrender of a Participant Account.
We deduct the fee proportionately from each Investment Choice in a Participant
Account.

PROGRAM AND ADMINISTRATIVE CHARGE: For providing administrative services, we
deduct a daily charge at an annual rate of 0.50% against all Contract values in
the Sub-Accounts. This charge continues for the life of the Contract.

When you purchase the Contract, you choose one of the following two methods
that the Program and Administrative Charge is deducted under the Contract:

METHOD ONE: The Program and Administrative Charge is deducted daily. It is
assessed as a percentage of the net asset value of each Fund when Accumulation
Unit values are determined each day.

METHOD TWO: The Program and Administrative Charge is deducted each calendar
quarter. It is assessed as a percentage of the average daily assets of the
Sub-Accounts during the calendar quarter. The charge is deducted from
Participant Accounts by redeeming the Accumulation Units in proportion to the
amount of the charge.

We provide various administrative support services for Plans. These services
include recordkeeping, statements of account, internet and automated voice
response account access, and participant educational materials. The Program and
Administrative Charge compensates us for providing administrative services under
the Contracts.

If the Program and Administrative Charge under a Contract is insufficient to
cover actual costs incurred by us, we will bear the loss. If the Program and
Administrative Charge exceeds these costs, we will keep the excess as profit. We
may use these profits for any proper corporate purpose including, among other
things, payment of sales expenses. We expect to make a profit from the Program
and Administrative Charge.

PREMIUM TAXES

We deduct a charge for Premium Tax, if applicable, imposed by a state or
other governmental entity. Certain states and municipalities impose a Premium
Tax, generally ranging up to 3.50%. In some cases, Premium Taxes are deducted at
the time purchase payments are made; in other cases Premium Tax is assessed at
the time of Surrender. We will pay Premium Taxes at the time imposed under
applicable law. At our sole discretion, we may deduct Premium Taxes at the time
we pay such taxes to the applicable taxing authorities, or at the time the
Contract is Surrendered.

CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The
net asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These charges are
described in the Funds' prospectuses accompanying this prospectus.

PLAN RELATED EXPENSES

The Contract Owner may direct us to deduct amounts from the assets under a
Contract to pay certain administrative expenses or other Plan related expenses
including, but not limited to, fees to consultants, auditors and other Plan
service providers. We will deduct and pay such amounts to the Contract Owner or
as directed by the Contract Owner. We may agree to include these amounts as an
adjustment to the Program and Administrative Charge.

13
<Page>
THE CONTRACTS

THE CONTRACTS OFFERED

The Contracts are group variable funding agreements. They are issued for use
as an investment vehicle for:

- certain employee retirement or welfare benefit plans,

- plans or programs of governmental entities,

- the activities of certain organizations exempt from tax under section
501(c) of the Code, or

- programs of certain institutions with assets in excess of 25 million
dollars.

The Contracts invest in publicly available Funds through the Separate
Account. The Contracts provide no additional tax benefits and do not provide tax
deferral with respect to any earnings of the underlying Funds.

PRICING AND CREDITING OF CONTRIBUTIONS

We credit initial Contributions to a Participant Account within two
Valuation Days of our receipt of a properly completed application or an order
request and the initial Contribution at our Administrative Office.

If the application or other information accompanying the initial
Contribution is incomplete when received, we will hold the money in a
non-interest bearing account for up to five Valuation Days while we try to
obtain complete information. If we cannot obtain the information within five
Valuation Days, we will either return the Contribution and explain why it could
not be processed or keep the Contribution if you authorize us to keep it until
the necessary information is provided.

Subsequent Contributions properly designated for a Participant Account are
priced on the Valuation Day that we receive the Contribution at our
Administrative Office.

MAY I MAKE CHANGES IN THE AMOUNTS OF MY CONTRIBUTION?

Yes. There is a $30 minimum amount for initial Contributions or subsequent
Contributions that may be made on behalf of a Participant Account under a
Contract, unless the Employer's plan provides otherwise, in which case the
minimum amount shall not be less than $10. If the Plan adopted by the Contract
Owner so provides, the Contract permits the allocation of Contributions in
multiples of 1% among the Sub-Accounts. The minimum amount that may be allocated
to any Sub-Account shall not be less than $10. Such changes must be requested in
the form and manner prescribed by us.

CAN I TRANSFER FROM ONE SUB-ACCOUNT TO ANOTHER?

You, and Participants if permitted by the Plan, may make transfers between
the Sub-Accounts offered in this Contract according to our policies and
procedures.

WHAT IS A SUB-ACCOUNT TRANSFER?

A Sub-Account transfer is a transaction requested by you that involves
reallocating part or all of your Participant Account value among the underlying
Funds available in your Contract.

You may transfer from one Sub-Account to another. Your transfer request will
be processed on the day that it is received as long as it is received on a
Valuation Day before the close of the New York Stock Exchange. Otherwise, your
request will be processed on the following Valuation Day. We will send you a
confirmation when we process your transfer. You are responsible for verifying
transfer confirmations and promptly advising us of any errors within 30 days of
receiving the confirmation.

HOW DO I TRANSFER FROM ONE SUB-ACCOUNT TO ANOTHER?

You can transfer the values of your Sub-Account allocations between or among
the Sub-Accounts or the General Account option before and after the Annuity
Commencement Date. You can make these transfers and changes in allocations by:

- written request,

14
<Page>

- by calling 1-800-528-9009, or

- where available, electronically by Internet through our web site at
retire.hartfordlife.com.

We or our agents and affiliates will not be responsible for losses resulting
from acting upon telephone or electronic requests reasonably believed to be
genuine. We will employ reasonable procedures to confirm that instructions
communicated by telephone or electronically are genuine. The procedures we
follow for transactions initiated by telephone include requirements that callers
provide certain information for identification purposes. All transfer
instructions by telephone are tape-recorded. Transfer requests initiated
electronically require a personal identification number.

WHAT HAPPENS WHEN I REQUEST A SUB-ACCOUNT TRANSFER?

When you request a Sub-Account transfer, Hartford sells shares of the
underlying Fund that makes up the Sub-Account you are transferring from and buys
shares of the underlying Fund that makes up the Sub-Account you want to transfer
into.

Each day, many Participants request Sub-Account transfers. Some request
transfers into a particular Sub-Account, and others request transfers out of a
particular Sub-Account. In addition, each day some Participants allocate
Contributions to Sub-Accounts, and others request Surrenders. Hartford combines
all the requests to transfer out of a Sub-Account along with all Surrenders from
that Sub-Account and determines how many shares of that Sub-Account's underlying
Fund Hartford would need to sell to satisfy all Participants' "transfer-out"
requests. At the same time, Hartford also combines all the requests to transfer
into a particular Sub-Account or Contributions allocated to that Sub-Account and
determines how many shares of that Sub-Account's underlying Fund Hartford would
need to buy to satisfy all Participants' "transfer-in" requests.

In addition, many of the underlying Funds that are available as investment
options in the Contracts are also available as investment options in other
variable annuity contracts, group funding agreements and other products offered
by Hartford. Each day, investors and participants in these other products engage
in transactions similar to the Sub-Account transfers described for Participants.

Hartford takes advantage of its size and available technology to combine the
sales of a particular underlying Fund for all the variable annuities, group
variable annuity contracts, group funding agreements or other products offered
by Hartford. We also combine all the purchases of that particular underlying
Fund for all the products we offer. We then "net" those trades. This means that
we sometimes reallocate shares of an underlying Fund within the accounts at
Hartford rather than buy new shares or sell shares of the underlying Fund.

For example, if we combine all transfer-out requests and Surrenders of a
Stock Fund Sub-Account with all other sales of that underlying Fund from all the
other products available at Hartford, we may have to sell $1 million dollars of
that Fund on any particular day. However, if other Participants and the owners
of other products offered by Hartford, want to purchase or transfer-in an amount
equal to $300,000 of that Fund, then Hartford would send a sell order to the
underlying Fund for $700,000, which is a $1 million sell order minus the
purchase order of $300,000.

WHAT RESTRICTIONS ARE THERE ON MY ABILITY TO MAKE A SUB-ACCOUNT TRANSFER?

You should be aware that there are important restrictions on your ability to
make a Sub-Account transfer.

FIRST, YOU MAY MAKE ONLY ONE SUB-ACCOUNT TRANSFER EACH DAY. HARTFORD LIMITS
EACH PARTICIPANT TO ONE SUB-ACCOUNT TRANSFER EACH DAY. Hartford counts all
Sub-Account transfer activity that occurs on any one day as one Sub-Account
transfer, except you cannot transfer the same Participant Account value more
than once a day.

For example, if the only transfer you make on a day is a transfer of $10,000
from one Sub-Account into another Sub-Account, it would count as one Sub-Account
transfer. If, however, on a single day you transfer $10,000 out of one
Sub-Account into five other Sub-Accounts (dividing the $10,000 among the five
other Sub-Account however you chose), that day's transfer activity would count
as one Sub-Account transfer. Likewise, if on a single day you transferred
$10,000 out of one Sub-Account into ten other Sub-Accounts (dividing the $10,000
among the ten other Sub-Account however you chose), that day's transfer activity
would count as one Sub-Account transfer. Conversely, if you have $10,000 in
Participant Account value distribution among 10 different Sub-Accounts and you
request to transfer the Participant Account value in all those Sub-Accounts into
one Sub-Account, that would also count as one Sub-Account transfer.

15
<Page>

However, you cannot transfer the same Participant Account value more than
once in one day. That means if you have $10,000 in a Money Market Fund
Sub-Account and you transfer all $10,000 into a Stock Fund Sub-Account, on that
same day you could not then transfer the $10,000 out of the Stock Fund
Sub-Account into another Sub-Account.

SECOND, YOU CAN TRANSFER YOUR PARTICIPANT ACCOUNT VALUES BETWEEN OR AMONG
THE SUB-ACCOUNTS OR GENERAL ACCOUNT OPTION UP TO 12 TIMES PER CALENDAR YEAR.
This restriction does not apply to transfers made under a Dollar Cost Averaging
Program, which are not limited in number and are free of charge.

In addition:

- We may restrict transfers and Surrenders from the General Account option,
when added to the sum of all transfers and Surrenders from the General
Account option during the preceding 12 months, exceeds 12 percent of the
General Account values 12 months earlier. This restriction does not apply
to Benefit Payments.

- Transfers of assets presently held in any account during the preceding
three months, that we determine is a competing account, to the General
Account option, may be prohibited. We do not currently enforce this
prohibition.

The right to reallocate Contract values is subject to modification by us if
we determine, in our sole opinion, that the exercise of that right by one or
more Participants or Contract Owners is, or would be, to the disadvantage of
other Participants or Contract Owners. Any modification could be applied to
transfers to or from some or all of the Sub-Accounts and could include, but not
be limited to, the requirement of a minimum time period between each transfer,
not accepting transfer requests of an agent acting under a power of attorney on
behalf of more than one Participant or Contract Owner, or limiting the dollar
amount that may be transferred between the Sub-Accounts by you at any one time.
We will notify you in writing prior to any such modification. SUCH RESTRICTIONS
MAY BE APPLIED IN ANY MANNER REASONABLY DESIGNED TO PREVENT ANY USE OF THE
TRANSFER RIGHT WHICH WE CONSIDER TO BE TO THE DISADVANTAGE OF OTHER CONTRACT
OWNERS OR PARTICIPANTS.

THIRD, MANY OF THE UNDERLYING FUNDS HAVE IMPLEMENTED POLICIES DESIGNED TO
RESTRICT EXCESSIVE TRADING. You should not purchase this Contract if you want to
make frequent Sub-Account transfers for any reason. In particular, Hartford does
not want you to purchase this Contract if you plan to engage in "market timing,"
which includes frequent transfer activity into and out of the same underlying
Fund, or engaging in frequent Sub-Account transfers in order to exploit
inefficiencies in the pricing of the underlying Fund.

Even though many of the underlying Funds have implemented policies designed
to restrict excessive trading, there is the risk that the underlying Fund may
not be able to identify excessive trading because we net Sub-Account transfers.

The underlying Funds may attempt to curb frequent transfers in the following
way:

FAIR VALUE PRICING -- There are times when the value given to a particular
stock held by a mutual fund may not reflect the true value of that stock. This
can occur with stocks traded on international stock markets, which (because of
time zone differences) close before the New York Stock Exchange closes and open
again while the New York Stock Exchange is closed. Some individuals or entities
have tried to take advantage of this situation and realize a profit by
requesting transfers into a Sub-Account when the price of the underlying Fund
does not reflect the real market value of its holdings, and then quickly
transferring out of the Sub-Account once the underlying Fund's price reflects
the real market value of its holdings. This is commonly called "international
arbitrage" and is one type of "market timing."

Some underlying Funds use a procedure called "Fair Value Pricing" to make
the Funds unattractive to investors who might want to engage in international
arbitrage market timing. Many experts believe that Fair Value Pricing can
eliminate the opportunity for international arbitrage market timing.

Many of the underlying Funds offered through this Contract utilize Fair
Value Pricing. You should review each underlying Fund's prospectus for more
information regarding how the underlying Funds that support your Sub-Accounts
price. For a free copy of the underlying Fund prospectuses you can call
1-800-528-9009.

ARE THERE ANY EXCEPTIONS TO THESE POLICIES?

GROUP VARIABLE ANNUITY CONTRACTS. The Contracts, and other group variable
annuities or group funding agreements issued by us, are offered to retirement
plans, and plan sponsors administer their plan according to plan documents.
These retirement plan documents may or may not have restrictions on Sub-Account

16
<Page>

transfers. If these retirement plan documents have no restrictions on
Sub-Account transfers, then Hartford may not be able to apply any restriction on
transfers. Hartford works with plan sponsors and plan administrators to deter
frequent transfer activity. Hartford has had only limited success in this area.
As discussed below, frequent transfers by individuals or entities that occur in
the Contracts and in other investment or retirement products provided by
Hartford may increase your costs under this Contract and may also lower your
Participant Account's overall performance.

EXCEPTIONS TO FAIR VALUE PRICING. We would not be aware of any exceptions to
the Fair Value Pricing procedures because they are automatically carried out by
each underlying Fund according to the guidelines set forth by that underlying
Fund's Board of Directors.

SOME ESTABLISHED EXCEPTIONS. You should be aware that certain owners of
other contracts have different Sub-Account transfer restrictions:

POSSIBILITY OF UNDETECTED FREQUENT TRADING IN THE UNDERLYING FUNDS. You
should also be aware that there may be frequent trading in the underlying Funds
that Hartford is not able to detect and prevent, which we describe here:

- There is a variable annuity that we offer that has no Contingent Deferred
Sales Charge. We are aware that frequent traders have used this annuity in
the past to engage in frequent Sub-Account transfers. We believe that we
have addressed this practice by closing all the international and global
funds available in the annuity. However, we cannot always tell if there is
frequent trading in this product.

- Many of the underlying Funds that make up the Sub-Accounts of this
Contract are available for use with many different variable annuity
products and funding agreements. Further, some of the underlying Funds in
certain products for retirement plans are also available directly to the
public on a retail basis to individuals or through omnibus accounts. Some
of these products, plans and accounts may have less restrictive transfer
rules or no transfer restrictions at all. Many of the group variable
annuities or group funding agreements are offered to retirement plans, and
plan sponsors administer their plan according to plan documents. If these
retirement plan documents have no restrictions on Sub-Account transfers,
then Hartford may not be able to apply any restriction on transfers.
Hartford works with plan sponsors and plan administrators to deter
frequent transfer activity. Hartford has had only limited success in this
area. Frequent transfers by individuals or entities that occur in other
investment or retirement products provided by Hartford could have the same
abusive affect as frequent Sub-Account transfers done by Contract Owners
of this Contract.

HOW AM I AFFECTED BY FREQUENT SUB-ACCOUNT TRANSFERS?

Frequent Sub-Account transfers often result in frequent purchases and
redemptions of shares of the underlying Fund. Frequent purchases and redemptions
of the shares of the underlying Funds may increase your costs under this
Contract and may also lower your Participant Account's overall performance. Your
costs may increase because the underlying Fund will pass on any increase in fees
related to the frequent purchase and redemption of the underlying Fund's
securities. There may also be administrative costs associated with these
transactions.

Frequent transfers may also cause an underlying Fund to hold more cash than
the underlying Fund would like to hold. A large cash position means that the
underlying Fund will not be fully invested and may miss a rise in value of the
securities that the Fund would have purchased. If the underlying Fund chooses
not to hold a larger cash position, then it may have to sell securities that it
would have otherwise like to have kept, in order to meet its redemptions
obligations. Both of these measures could result in lower performance of the
underlying Fund, which in turn would result in lower overall performance of your
Participant Account.

Because frequent transfers may raise the costs associated with this Contract
and lower performance, the effect may lower the overall performance of your
Participant Account.

WHAT IF A PROSPECTUS FOR THE UNDERLYING FUNDS HAS DIFFERENT POLICIES AND
PROCEDURES REGARDING FREQUENT TRADING?

We print the prospectus for the Contracts together with the prospectuses for
the underlying Funds. While the prospectuses for the underlying Funds may
describe policies and procedures regarding frequent trading that may be
different from those described in the Contract prospectus, the policies and
procedures described in the Contract prospectus control how we administer
Sub-Account transfers.

17
<Page>
HOW DO I KNOW WHAT A PARTICIPANT ACCOUNT IS WORTH?

The Participant Account value reflects the sum of the amounts under the
Participant Account allocated to the General Account option and the
Sub-Accounts.

There are two things that affect the Sub-Account value: (1) the number of
Accumulation Units and (2) the Accumulation Unit value. The Sub-Account value is
determined by multiplying the number of Accumulation Units by the Accumulation
Unit value. Therefore, on any Valuation Day the portion of a Participant Account
allocated to the Sub-Accounts will reflect the investment performance of the
Sub-Accounts and will fluctuate with the performance of the underlying Funds.

Contributions made or Contract values allocated to a Sub-Account are
converted into Accumulation Units by dividing the amount of the Contribution or
allocation, minus any Premium Taxes, by the Accumulation Unit value for that
Valuation Day. The more Contributions or Contract values allocated to the
Sub-Accounts under a Participant Account, the more Accumulation Units will be
reflected under the Participant Account. The number of Accumulation Units in a
Sub-Account will be decreased under a Participant Account by Surrenders or
transfers of money out of a Sub-Account.

To determine the current Accumulation Unit value, we take the prior
Valuation Day's Accumulation Unit value and multiply it by the Net Investment
Factor for the current Valuation Day.

The Net Investment Factor is used to measure the investment performance of a
Sub-Account from one Valuation Day to the next. The Contract Owner chooses one
of the following two methods to calculate the Net Investment Factor at the time
the Contract Owner purchases the Contract:

METHOD ONE

The Net Investment Factor for each Sub-Account equals:

- The net asset value per share plus applicable distributions per share of
each Fund held in the Sub-Account at the end of the current Valuation Day;
divided by

- The net asset value per share of each Fund held in the Sub-Account at the
end of the prior Valuation Day; multiplied by

- The daily expense factor for the Program and Administrative Charge and any
other applicable charges adjusted for the number of days in the period.

METHOD TWO

The Net Investment Factor for each Sub-Account equals:

- The net asset value per share of each Fund held in the Sub-Account at the
end of the current Valuation Day; divided by

- The net asset value per share of each Fund held in the Sub-Account at the
end of the prior Valuation Day.

Under Method Two, the value of any applicable Fund distributions per share
creates additional Accumulation Units. We deduct the Program and Administrative
Charge from Participant Accounts each calendar quarter by redeeming Accumulation
Units in proportion to the amount of the charge.

We will send Participants a statement for each calendar quarter, that tells
how many Accumulation Units they have, their value and their total Participant
Account value. Participants can also call 1-800-528-9009 to obtain their
Participant Account value or, where available, may access their account
information through our website at retire.hartfordlife.com.

HOW ARE THE UNDERLYING FUND SHARES VALUED?

The shares of the Fund are valued at net asset value on a daily basis. A
complete description of the valuation method used in valuing Fund shares may be
found in the accompanying prospectus of each Fund.

18
<Page>
SURRENDERS

FULL SURRENDERS

If you request a full Surrender of your Contract, we will pay you the
Surrender Value. The Surrender Value is the Contract value minus any applicable
Premium Taxes, Annual Maintenance Fees, and Contingent Deferred Sales Charges.
The Surrender Value may be more or less than the amount of the Contributions
made to the Contract.

PARTIAL SURRENDERS

You may request a partial Surrender of Contract values at any time before
you terminate your Contract. We will deduct any applicable Annual Maintenance
Fee from Participant Accounts and we will deduct any applicable Contingent
Deferred Sales Charges. You can ask us to deduct the Contingent Deferred Sales
Charge from the amount you are Surrendering or from the remaining Contract
value. If we deduct the Contingent Deferred Sales Charge from your remaining
Contract value, that amount will also be subject to Contingent Deferred Sales
Charge.

SETTLEMENT OPTIONS

- Payment in a single sum.

- Installment payments for a designated period. The frequency of payments
and the length of the designated period are determined by mutual agreement
between you and us.

HOW DO I REQUEST A SURRENDER?

Requests for full Surrenders must be in writing. You can request a partial
Surrender in writing or by electronic file in a format agreed to by us.

We pay Surrenders of amounts in the Sub-Accounts within seven days of
receiving your request with complete instructions. However, we may postpone
payment of Surrenders invested in the Sub-Accounts whenever (a) the New York
Stock Exchange is closed, (b) trading on the New York Stock Exchange is
restricted by the SEC, (c) the SEC permits and orders postponement or (d) the
SEC determines that an emergency exists to restrict valuation.

We pay the portion of your Surrender Value invested in the General Account
option according to the termination provisions in your Contract.

Partial Surrenders from the General Account option may be subject to certain
restrictions described in your Contract.

FEDERAL TAX CONSIDERATIONS

WHAT ARE SOME OF THE FEDERAL TAX CONSEQUENCES THAT AFFECT THESE CONTRACTS?

A. GENERAL

Since the federal tax law is complex, the tax consequences of purchasing
this contract will vary depending on your situation. You may need tax or legal
advice to help you determine whether purchasing this contract is right for you.

Our general discussion of the tax treatment of this contract is based on our
understanding of federal income tax laws as they are currently interpreted and
may apply to this contract. A detailed description of all federal income tax
consequences regarding the purchase of this contract cannot be made in the
prospectus. We also do not discuss state, municipal or other tax laws that may
apply to this contract. Nor do we discuss

19
<Page>
the tax treatment of distributions from or benefits paid by the plans and
organizations that may invest in this contract. For detailed tax information, a
prospective purchaser should consult with a qualified tax adviser familiar with
its situation.

B. HARTFORD AND THE SEPARATE ACCOUNT

The Separate Account is taxed as part of Hartford, which is taxed as a life
insurance company under Subchapter L of Chapter 1 of the Code. The Sub-Accounts
among which the Contract Owner may allocate its Contract Contributions are
retail mutual funds that also are directly available to the public without a
Separate Account. The Internal Revenue Service has ruled that, for federal
income tax purposes, a variable contract owner will be treated as the owner of
the mutual funds shares when the mutual funds used for sub-accounts for the
variable contract are publicly available. SEE, E.G., Rev. Rul. 2003-91, 2003-33
I.R.B. 347. As a result, even though investment income and any realized capital
gains on the assets held in the Separate Account may be reinvested
automatically, such investment income and capital gain income may be taxable
directly to the Contract Owner. A prospective purchaser should consult with a
qualified tax adviser familiar with its situation.

C. CONTRACT PURCHASES BY FOREIGN ENTITIES

Purchasers that are not U.S. residents or entities engaged in a trade or
business in the United States generally will be subject to U.S. federal income
tax and withholding on U.S. source taxable distributions at a 30% rate, unless a
lower treaty rate applies and any required tax forms are submitted to Hartford.
In addition, purchasers may be subject to applicable U.S. state and/or municipal
taxes, and taxes that may be imposed by the purchaser's country of citizenship
or residence. Prospective purchasers are advised to consult with a qualified tax
adviser regarding U.S., state, and foreign taxation with respect to a contract
purchase.

MORE INFORMATION

CAN A CONTRACT BE MODIFIED?

Subject to any federal and state regulatory restrictions, we may modify the
Contracts at any time by written agreement between the Contract Owner and us.

On or after the fifth anniversary of any Contract we may change, from time
to time, any or all of the terms of the Contracts by giving 90 days advance
written notice to the Contract Owner, except that the minimum guaranteed
interest rate and the contingent deferred sales charges which are applicable at
the effective date of a Contract, will continue to be applicable.

We may modify the Contract at any time if such modification: (i) is
necessary to make the Contract or the Separate Account comply with any law or
regulation issued by a governmental agency to which we are subject; or (ii) is
necessary to assure continued qualification of the Contract under the Code or
other federal or state laws relating to the Contracts; or (iii) is necessary to
reflect a change in the operation of the Separate Account or the Sub-Account(s);
or (iv) provides additional Separate Account options; or (v) withdraws Separate
Account options. In the event of any such modification we will provide notice to
the Contract Owner. Hartford may also make appropriate endorsement in the
Contract to reflect such modification.

CAN HARTFORD WAIVE ANY RIGHTS UNDER A CONTRACT?

We may, at our sole discretion, elect not to exercise a right or reservation
specified in this Contract. If we elect not to exercise a right or reservation,
we are not waiving it. We may decide to exercise a right or a reservation that
we previously did not exercise.

HOW ARE THE CONTRACTS SOLD?

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account. HSD
is an affiliate of Hartford. Both HSD and Hartford are ultimately controlled by
The Hartford Financial Services Group, Inc. The principal business address of
HSD is the same as that of Hartford.

20
<Page>
The securities will be sold by salespersons of HSD who represent Hartford as
insurance and variable annuity agents and who are registered representatives or
Broker-Dealers who have entered into distribution agreements with HSD.

HSD is registered with the Commission under the Securities Exchange Act of
1934 as a Broker-Dealer and is a member of the National Association of
Securities Dealers, Inc.

Commissions will be paid by Hartford and will not be more than 5.0% of
Contributions and 0.25% annually on Participants Account values. Sales
compensation may be reduced. Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation. Hartford also pays a trail
commission which will never exceed .

ADDITIONAL COMPENSATION TO BROKER-DEALERS, FINANCIAL INSTITUTIONS AND OTHER
PERSONS ("FINANCIAL INTERMEDIARIES"): In addition to the commissions (which may
be paid or reallowed to Financial Intermediaries from an applicable sales charge
and/or advanced to Financial Intermediaries) and 12b-1 fees, the distributor or
its affiliates pay, out of their own assets, significant additional compensation
("Additional Payments") to Financial Intermediaries (who may or may not be
affiliates of the distributor) in connection with the sale and distribution of
the group variable annuity contracts or group variable funding agreements
("Contracts") based on a number of factors. This additional compensation is not
paid directly by you.

With the exception of certain compensation arrangements discussed herein,
and "Negotiated Additional Amounts" defined below, these Additional Payments,
which are generally based on average net assets (or on aged assets I.E., assets
held over one year) and on sales of the Contracts attributable to a particular
Financial Intermediary, may, but are normally not expected to, exceed, in the
aggregate [ %] of the average net assets of the Contracts attributable to a
particular Financial Intermediary. As of December 31, 2004 Hartford Life
Insurance Company ("Hartford Life") has entered into an arrangement to make
Additional Payments that are generally based on average net assets (or on aged
assets) attributable to a particular Financial Intermediary, on sales of the
Contracts attributable to a particular Financial Intermediary, and/or on
reimbursement of related sales expenses to Retirement Plan Advisors, Inc.
("RPA"). Hartford Life may enter into arrangements with other Financial
Intermediaries to make such Additional Payments. Separate Additional Payments in
the form of Negotiated Additional Amounts may also be made to the above-listed
Financial Intermediary and to other Financial Intermediaries. Separate
Additional Payments may also be made in connection with the sale and
distribution of the Contracts in such forms as, among others, "due diligence"
payments and "marketing support" fees ("Negotiated Additional Amounts"), as
discussed in greater detail below. With the exception of certain Negotiated
Additional Amounts specifically discussed herein, payments of Negotiated
Additional Amounts did not exceed [ ] per Financial Intermediary for the
calendar year ended December 31, 2004. These Additional Payments and Negotiated
Additional Amounts may, in some cases, act as a financial incentive for a
Financial Intermediary to recommend the purchase of one Contract over another
Contract. Please consult your Financial Intermediary for more information.

DISTRIBUTION ARRANGEMENTS: Contracts issued by Hartford Life are
continuously offered and sold by selected broker-dealers who have selling
agreements with Hartford Life. Except as discussed below, Hartford Life bears
all the expenses of providing distribution related services pursuant to the
Contracts including the payment of the expenses relating to the distribution of
prospectuses for sales purposes as well as any advertising or sales literature.

In addition to the commissions described herein, Hartford Life and its
affiliates pay, out of their own assets, Additional Payments to Financial
Intermediaries in connection with the sale and distribution of the Contracts.
Certain Additional Payments are generally based on average net assets (or on
aged assets) of the Contracts attributable to a particular Financial
Intermediary, on sales of the Contracts attributable to a particular Financial
Intermediary. Such Additional Payments are generally made for the placement of
the Contracts on a Financial Intermediary's list of products available for
purchase by its customers. Separate Additional Payments may take the form of,
among others: (1) "due diligence" payments for a Financial Intermediary's
examination of the products and payments for providing training and information
relating to the product and (2) "marketing support" fees for providing
assistance in promoting the sale of the product (Negotiated Additional Amounts).
Subject to NASD regulations, Hartford Life and its affiliates may contribute
Negotiated Additional Amounts to various non-cash and cash incentive
arrangements to promote the sale of the Contracts, as well as sponsor various
product educational programs, sales contests and/or promotions in which
Financial Intermediaries that participate may receive prizes such as travel
awards, merchandise and cash and/or investment research pertaining to particular
securities and other financial instruments or to the

21
<Page>

securities and financial markets generally, educational information and related
support materials and hardware and/or software. Hartford Life and its affiliates
may also pay for the travel expenses, meals, lodging and entertainment of
Financial Intermediaries and their salespersons and guests in connection with
education, sales and promotional programs, subject to applicable NASD
regulations. These programs, which may be different for different Financial
Intermediaries, will not change the price an investor will pay for the Contracts
or the amount that a registered representative will receive from such sale.
These Additional Payments and Negotiated Additional Amounts may, in some cases,
act as a financial incentive for a Financial Intermediary to recommend the
purchase of one product over another product. Please consult your Financial
Intermediary for more information.

The Additional Payments to Financial Intermediaries in connection with the
sale and distribution of the Contracts are negotiated based on a range of
qualitative factors, including, but not limited to, access and opportunity to
provide product education and training, assistance with the development and
implementation of joint marketing and business plans, reputation in the
industry, ability to attract and retain assets, target markets, customer
relationships and quality of service. No one factor is determinative of the type
or amount of Additional Payments to be provided and factors are weighed in the
assessment of such determination.

For the fiscal year ended December 31, 2004, Hartford Life or its affiliates
paid approximately [$ ] in total Additional Payments, including Negotiated
Additional Amounts to Financial Intermediaries.

ARE THERE ANY MATERIAL LEGAL PROCEEDINGS AFFECTING THE SEPARATE ACCOUNT?

There are no material legal proceedings pending to which the Separate
Account is a party.

Hartford Life Insurance Company ("Hartford Life"), which is the parent
company of Hartford Life and Annuity, is or may become involved in various kinds
of legal actions, some of which assert claims for substantial amounts. These
actions may include, among others, putative state and federal class actions
seeking certification of a state or national class. Hartford Life also is
involved in individual actions in which punitive damages are sought, such as
claims alleging bad faith in the handling of insurance claims. Hartford Life's
management expects that the ultimate liability, if any, with respect to such
lawsuits, after consideration of provisions made for potential losses and costs
of defense, will not be material to the consolidated financial condition of
Hartford Life. Nonetheless, given the large or indeterminate amounts sought in
certain of these actions, and the inherent unpredictability of litigation, it is
possible that an adverse outcome in certain matters could, from time to time,
have a material adverse effect on Hartford Life's consolidated results of
operations or cash flows in particular quarterly or annual periods.

In the third quarter of 2003, Hartford Life and its affiliate International
Corporate Marketing Group, LLC ("ICMG") settled their intellectual property
dispute with Bancorp Services, LLC ("Bancorp"). The dispute concerned, among
other things, Bancorp's claims for alleged patent infringement, breach of a
confidentiality agreement, and misappropriation of trade secrets related to
certain stable value corporate-owned life insurance products. The dispute was
the subject of litigation in the United States District Court for the Eastern
District of Missouri, in which Bancorp obtained in 2002 a judgment exceeding
$134 million against Hartford Life and ICMG after a jury trial on the trade
secret and breach of contract claims, and Hartford Life and ICMG obtained
summary judgment on the patent infringement claim. Based on the advice of legal
counsel following entry of the judgment, Hartford Life recorded an $11 million
after-tax charge in the first quarter of 2002 to increase litigation reserves.
Both components of the judgment were appealed.

Under the terms of the settlement, Hartford Life and ICMG will pay a minimum
of $70 million and a maximum of $80 million, depending on the outcome of the
patent appeal, to resolve all disputes between the parties. The appeal from the
trade secret and breach of contract judgment will be dismissed. The settlement
resulted in the recording of a $9 million after-tax benefit in the third quarter
of 2003, to reflect Hartford Life's portion of the settlement.

On March 16, 2003, a final decision and award was issued in the previously
disclosed reinsurance arbitration between Hartford Life and one of their primary
reinsurers relating to policies with guaranteed death benefits written from 1994
to 1999. The arbitration involved alleged breaches under the reinsurance
treaties. Under the terms of the final decision and award, the reinsurer's
reinsurance obligations to Hartford Life were unchanged and not limited or
reduced in any manner. The award was confirmed by the Connecticut Superior Court
on May 5, 2003.

22
<Page>
Counsel with respect to Federal laws and regulations applicable to the issue
and sale of the contracts and with respect to Connecticut law is Christine Hayer
Repasy, General Counsel, Hartford Life Insurance Company, P.O. Box 2999,
Hartford, CT 06104-2999.

HOW MAY I GET ADDITIONAL INFORMATION?

Inquiries will be answered by calling 1-800-528-9009 or your sales
representative or by writing to:

Hartford Life Insurance Company
P.O. Box 1583
Hartford, CT 06144-1583

You can also send inquiries to us electronically by Internet through our
website at retire.hartfordlife.com.

23
<Page>
GENERAL INFORMATION

SAFEKEEPING OF ASSETS

Hartford holds title to the assets of the Separate Account. The assets are
kept physically segregated and are held separate and apart from Hartford's
general corporate assets. Records are maintained of all purchases and
redemptions of the underlying fund shares held in each of the Sub-Accounts.

EXPERTS

[To be filed by Amendment]

NON-PARTICIPATING

The Contract is non-participating and we pay no dividends.

PRINCIPAL UNDERWRITER

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account. HSD
is registered with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 as a Broker-Dealer and is a member of the National
Association of Securities Dealers, Inc. HSD is an affiliate of ours. Both HSD
and Hartford are ultimately controlled by The Hartford Financial Services Group,
Inc. The principal business address of HSD is the same as ours.

Hartford currently pays HSD underwriting commissions for its role as
Principal Underwriter of all variable contracts associated with this Separate
Account. For 2002, the aggregate dollar amount of underwriting commissions paid
to HSD in its role as Principal Underwriter was $0. There were no underwriting
commissions paid to HSD in its role as Principal Underwriter prior to that time.

PERFORMANCE RELATED INFORMATION

The Separate Account may advertise certain performance-related information
concerning the Sub-Accounts. Performance information about a Sub-Account is
based on the Sub-Account's past performance only and is no indication of future
performance.

TOTAL RETURN FOR ALL SUB-ACCOUNTS

When a Sub-Account advertises its standardized total return, it will usually
be calculated from the date of the inception of the Sub-Account for one, five
and ten year periods or some other relevant periods if the Sub-Account has not
been in existence for at least ten years. Total return is measured by comparing
the value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period. To calculate
standardized total return, Hartford uses a hypothetical initial premium payment
of $1,000.00 and deducts for the Program and Administrative Charge, the highest
possible Contingent Deferred Sales Charge, any applicable administrative charge
and the Annual Maintenance Fee.

The formula Hartford uses to calculate standardized total return is P(1+T)TO
THE POWER OF n = ERV. In this calculation, "P" represents a hypothetical initial
premium payment of $1,000.00, "T" represents the average annual total return,
"n" represents the number of years and "ERV" represents the redeemable value at
the end of the period.

In addition to the standardized total return, the Sub-Account may advertise
a non-standardized total return. These figures will usually be calculated from
the date of inception of the underlying fund for one, five and ten year periods
or other relevant periods. Non-standardized total return is measured in the same
manner as the standardized total return described above, except that the
Contingent Deferred Sales Charge and the Annual Maintenance Fee are not
deducted. Therefore, non-standardized total return for a Sub-Account is higher
than standardized total return for a Sub-Account.

YIELD FOR SUB-ACCOUNTS

If applicable, the Sub-Accounts may advertise yield in addition to total
return. At any time in the future, yields may be higher or lower than past
yields and past performance is no indication of future performance.

24
<Page>
The standardized yield will be computed for periods beginning with the
inception of the Sub-Account in the following manner. The net investment income
per Accumulation Unit earned during a one-month period is divided by the
Accumulation Unit Value on the last day of the period. This figure reflects
deductions for the Program and Administrative Charge and the Annual Maintenance
Fee.

The formula Hartford uses to calculate yield is YIELD = 2[(a-b/cd +1) TO THE
POWER OF 6 -1]. In this calculation, "a" represents the net investment income
earned during the period by the underlying fund, "b" represents the expenses
accrued for the period, "c" represents the average daily number of Accumulation
Units outstanding during the period and "d" represents the maximum offering
price per Accumulation Unit on the last day of the period.

MONEY MARKET SUB-ACCOUNTS

A money market fund Sub-Account may advertise yield and effective yield.
Yield and effective yield figures reflect the deductions for the Contract, which
include the Program and Administrative Charge, any applicable administrative
charge and the Annual Maintenance Fee. At any time in the future, current and
effective yields may be higher or lower than past yields and past performance is
no indication of future performance.

Current yield of a money market fund Sub-Account is calculated for a
seven-day period or the "base period" without taking into consideration any
realized or unrealized gains or losses on shares of the underlying fund. The
first step in determining yield is to compute the base period return. Hartford
takes a hypothetical account with a balance of one Accumulation Unit of the
Sub-Account and calculates the net change in its value from the beginning of the
base period to the end of the base period. Hartford then subtracts an amount
equal to the total deductions for the Contract and then divides that number by
the value of the account at the beginning of the base period. The result is hte
base period return or "BPR". Once the base period return is calculated, Hartford
then multiplies it by 365/7 to compute the current yield. Current yield is
calculated to the nearest hundredth of one percent.

The formula for this calculation is YIELD = BPR X (365/7), where BPR =
(A-B)/C. "A" is equal to the net change in value of a hypothetical account with
a balance of one Accumulation Unit of the Sub-Account from the beginning of the
base period to the end of the base period. "B" is equal to the amount that
Hartford deducts for the program and administrative charge, any applicable
administrative charge and the Annual Maintenance Fee. "C" represents the value
of the Sub-Account at the beginning of the base period.

Effective yield is also calculated using the base period return. The
effective yield is calculated by adding 1 to the base period return and raising
that result to a power equal to 365 divided by 7 and subtracting 1 from the
result. The calculation Hartford uses is:

EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1) TO THE POWER OF 365/7] - 1.

ADDITIONAL MATERIALS

We may provide information on various topics to Contract Owners and
prospective Contract Owners in advertising, sales literature or other materials.
These topics may include the relationship between sectors of the economy and the
economy as a whole and its effect on various securities markets, investment
strategies and techniques (such as value investing, dollar cost averaging and
asset allocation), the advantages and disadvantages of investing in tax-deferred
and taxable instruments, customer profiles and hypothetical purchase scenarios,
financial management and tax and retirement planning, and other investment
alternatives, including comparisons between the Contracts and the
characteristics of and market for any alternatives.

PERFORMANCE COMPARISONS

Each Sub-Account may from time to time include in advertisements the ranking
of its performance figures compared with performance figures of other annuity
contract's sub-accounts with the same investment objectives which are created by
Lipper Analytical Services, Morningstar, Inc. or other recognized ranking
services.

25
<Page>
Hartford may also compare the performance of the Sub-Accounts against
certain widely acknowledged outside standards or indices for stock and bond
market performance, such as:

- The Standard & Poor's 500 Composite Stock Price Index (the "S&P 500") is a
stock market index that includes common stocks of 500 companies from
several industrial sectors representing a significant portion of the
market value of all stocks publicly traded in the United States, most of
which are traded on the New York Stock Exchange. Stocks in the S&P 500 are
weighted according to their market capitalization (the number of shares
outstanding multiplied by the stock's current price).

- The Nasdaq Composite Index measures all Nasdaq domestic and non-U.S. based
common stocks listed on The Nasdaq Stock Market. The Index is market-value
weighted. This means that each company's security affects the Index in
proportion to its market value. The market value, the last sale price
multiplied by total shares outstanding, is calculated throughout the
trading day, and is related to the total value of the Index. The Nasdaq
Composite includes over 5,000 companies. On February 5, 1971, the Nasdaq
Composite Index began with a base of 100.00.

- The Morgan Stanley Capital International Eafe Index (the "EAFE Index") of
major markets in Europe, Australia and the Far East is a benchmark of
international stock performance. The EAFE Index is "capitalization
weighted," which means that a company whose securities have a high market
value will contribute proportionately more to the EAFE Index's performance
results than a company whose securities have a lower market value.

- The Lehman Brothers High Yield Corporate Index is a broad-based
market-value-weighted index that tracks the total return performance of
non-investment grade, fixed-rate, publicly placed, dollar denominated and
nonconvertible debt registered with the SEC.

- The Lehman Brothers Government/Corporate Bond Index is a broad based
unmanaged, market-value-weighted index of all debt obligations of the U.S.
Treasury and U.S. Government agencies (excluding mortgage-backed
securities) and all publicly-issued fixed-rate, nonconvertible, investment
grade domestic corporate debt.

26
<Page>

PART II

<Page>

OTHER INFORMATION

Item 27. Exhibits

(a) Resolution of the board of directors of Hartford
authorizing the establishment of the Separate
Account.(1)

(b) Not applicable.

(ii) Form of Sales Agreement.(2)

(d) Form of Group Variable Funding Agreement.(3)

(e) Form of the Application.(3)

(f) (i) Articles of Incorporation of Hartford.(4)

(ii) Bylaws of Hartford.(5)

(g) Not applicable.

(h) Form of Participation Agreement.(2)

(i) Not applicable

(j) Not applicable

(k) Opinion and Consent of Christopher M. Grinnell, Counsel and
Assistant Vice President, will be filed by Amendment.

(l) Not applicable

(m) Not applicable

(n) Consent of Deloitte & Touche LLP will be filed by Amendment.

(o) No financial statements are omitted.

(p) Not applicable.

(q) Memorandum describing transfer & redemption procedures.

(r) Copy of Power of Attorney.

- --------

(1) Incorporated by Reference to Registration Statement File No. 333-109148,
filed September 26, 2003.
(2) Incorporated by reference to Post-Effective Amendment No. 1, to the
Registration Statement File No. 33-59541, dated May 1, 1996.
(3) Incorporated by reference to the Initial Filing to the Registration
Statement File No. 114401, filed on April 12, 2004.
(4) Incorporated by reference to Post-Effective Amendment No. 6, to the
Registration Statement File No. 333-66343, filed on February 8, 2001.
(5) Incorporated by reference to Post-Effective Amendment No. 12, to the
Registration Statement File No. 333-69485, filed on April 9, 2001.

<Page>

Item 28. Directors and Officers of the Depositor

<Page>

<Table>
<Caption>
- -------------------------------------------- -------------------------------------------------------------------------
NAME POSITION WITH HARTFORD
- -------------------------------------------- -------------------------------------------------------------------------

Daniel A. Andriola Vice President
- -------------------------------------------- -------------------------------------------------------------------------
David G. Bedard Senior Vice President
- -------------------------------------------- -------------------------------------------------------------------------
David A. Carlson Senior Vice President and Deputy Chief Financial Officer, Director*
- -------------------------------------------- -------------------------------------------------------------------------
Richard G. Costello Vice President and Secretary
- -------------------------------------------- -------------------------------------------------------------------------
Rochelle S. Cummings Vice President
- -------------------------------------------- -------------------------------------------------------------------------
James Davey Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Charles J. DiVencenzo, Jr. Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Joseph G. Eck Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Bruce W. Ferris Senior Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Mary Jane B. Fortin Senior Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Christopher M. Grinnell Assistant Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Susan M. Hess Assistant Vice President
- -------------------------------------------- -------------------------------------------------------------------------
George R. Jay Assistant Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Stephen T. Joyce Senior Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Michael L. Kalen Executive Vice President, Director*
- -------------------------------------------- -------------------------------------------------------------------------
Thomas P. Kalmbach Assistant Vice President and Actuary
- -------------------------------------------- -------------------------------------------------------------------------
Michael D. Keeler Senior Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Patrice Kelly-Ellis Senior Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Deborah Koltenuk Vice President
- -------------------------------------------- -------------------------------------------------------------------------
David N. Levenson Senior Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Joseph F. Mahoney Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Thomas M. Marra President, Chief Executive Officer and Chairman of the Board, Director*
- -------------------------------------------- -------------------------------------------------------------------------
Kenneth A. McCullum Vice President and Actuary
- -------------------------------------------- -------------------------------------------------------------------------
Ernest M. McNeill, Jr. Vice President and Chief Accounting Officer*
- -------------------------------------------- -------------------------------------------------------------------------
Jonathan L. Mercier Assistant Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Peter J. Michalik Vice President
- -------------------------------------------- -------------------------------------------------------------------------
John J. Mittelstadt Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Tom Nassiri Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Marianne O'Doherty Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Craig R. Raymond Senior Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Michael J. Roscoe Vice President and Actuary
- -------------------------------------------- -------------------------------------------------------------------------
Scott R. Sanderson Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Wade A. Seward Assistant Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Martin A. Swanson Vice President
- -------------------------------------------- -------------------------------------------------------------------------
James E. Trimble Vice President and Chief Actuary
- -------------------------------------------- -------------------------------------------------------------------------
Charles N. Vest Vice President and Actuary
- -------------------------------------------- -------------------------------------------------------------------------
John C. Walters Executive Vice President, Director*
- -------------------------------------------- -------------------------------------------------------------------------
Eric H. Wietsma Vice President
- -------------------------------------------- -------------------------------------------------------------------------
Neal S. Wolin Executive Vice President and General Counsel
- -------------------------------------------- -------------------------------------------------------------------------
Lizabeth H. Zlatkus Executive Vice President and Chief Financial Officer, Director*
- -------------------------------------------- -------------------------------------------------------------------------
David M. Znamierowski Executive Vice President and Chief Investment Officer, Director*
- -------------------------------------------- -------------------------------------------------------------------------
</Table>
<Page>

Unless otherwise indicated, the principal business address of each of the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.

*Denotes Board of Directors.

Item 29. Persons Controlled By or Under Common Control with the Depositor or
Registrant

See attached as Exhibit 1.

Item 30. Indemnification

Sections 33-770 to 33-779, inclusive, of the Connecticut General
Statutes provide the standards under which a corporation may
indemnify an individual for liability, including legal expenses,
incurred because such individual is a party to a proceeding because
the individual was a director, officer, employee, or agent of the
corporation. Specifically, Section 33-771(a)(2) permits a
corporation to indemnify a director if the corporation, pursuant to
Section 33-636(b)(5), obligated itself under its certificate of
incorporation to indemnify a director for liability except for
certain liability involving conduct described in Section
33-636(b)(5). Section 33-776 permits a corporation to indemnify an
officer, employee, or agent of the corporation to the same extent
as a director as may be provided by the corporation's bylaws,
certificate of incorporation, or resolution of the board of
directors.

Section 33-771(e) provides that a corporation incorporated prior to
January 1, 1995, must, except to the extent that the certificate of
incorporation provides otherwise, indemnify a director to the
extent that indemnification is permissible under Sections 33-770 to
33-779, inclusive. Section 33-776(d) sets forth a similar
provision with respect to officers, employees and agents of a
corporation.

<Page>

1. Based on the statutes referenced above, the Depositor must
indemnify a director if the director:

A. conducted himself in good faith;
B. reasonably believed (a) in the case of conduct in his official
capacity, that his conduct was in the best interests of the
corporation or (b) in all other cases, that his conduct was at
least not opposed to the best interests of the corporation; and
C. in the case of any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful; or

2. engaged in conduct for which broader indemnification had been
made permissible or obligatory under a provision of the Depositor's
certificate of incorporation.

In addition, the Depositor must indemnify officers, employees and
agents for liability if the individual:

Section 33-777 permits a corporation to procure insurance on behalf
of an individual who was a director or officer of the corporation.
Consistent with the statute, the directors and officers of the
Depositor and Hartford Securities Distribution Company, Inc.
("HSD") are covered under a directors and officers liability
insurance policy.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Depositor pursuant to the foregoing
provisions, or otherwise, the Depositor has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Depositor of expenses incurred or paid by a director, officer
or controlling person of the Depositor in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Depositor will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

<Page>

Item 31. Principal Underwriters

(a) HSD acts as principal underwriter for the following investment
companies:

Hartford Life Insurance Company - Separate Account One
Hartford Life Insurance Company - Separate Account Two
Hartford Life Insurance Company - Separate Account Two
(DC Variable Account I)
Hartford Life Insurance Company - Separate Account Two
(DC Variable Account II)
Hartford Life Insurance Company - Separate Account Two
(QP Variable Account)
Hartford Life Insurance Company - Separate Account Two
(Variable Account "A")
Hartford Life Insurance Company - Separate Account Two
(NQ Variable Account)
Hartford Life Insurance Company - Separate Account Ten
Hartford Life Insurance Company - Separate Account Three
Hartford Life Insurance Company - Separate Account Five
Hartford Life Insurance Company - Separate Account Seven
Hartford Life Insurance Company - Separate Account Eleven
Hartford Life Insurance Company - Separate Account Twelve
Hartford Life and Annuity Insurance Company - Separate
Account One
Hartford Life and Annuity Insurance Company - Separate
Account Ten
Hartford Life and Annuity Insurance Company - Separate
Account Three
Hartford Life and Annuity Insurance Company - Separate
Account Five
Hartford Life and Annuity Insurance Company - Separate
Account Six
Hartford Life and Annuity Insurance Company - Separate
Account Seven
American Maturity Life Insurance - Separate Account AMLVA
American Maturity Life Insurance - Separate Account One
Servus Life Insurance Company - Separate Account One
Servus Life Insurance Company - Separate Account Two
Hart Life Insurance Company - Separate Account One
Hart Life Insurance Company - Separate Account Two
Nutmeg Life Insurance Company - Separate Account One

<Page>

(b) Directors and Officers of HSD

<Table>
<Caption>
POSITIONS AND OFFICES
NAME WITH UNDERWRITER
---- ---------------------

David A. Carlson Senior Vice President and Deputy
Chief Financial Officer
Richard G. Costello Vice President and Secretary
Bruce W. Ferris Vice President
George R. Jay Chief Broker-Dealer Compliance Officer
Stephen T. Joyce Vice President
Thomas M. Marra President, Chief Executive Officer and
Chairman of the Board, Director
Martin A. Swanson Vice President
John C. Walters Executive Vice President, Director
Neal S. Wolin Executive Vice President and General
Counsel
Lizabeth H. Zlatkus Director
</Table>

Unless otherwise indicated, the principal business address of each of the above
individuals is Hartford Plaza, Hartford, CT 06115.

<Page>

Item 32. Location of Accounts and Records

All of the accounts, books, records or other documents required to be
kept by Section 31(a) of the Investment Company Act of 1940 and rules
thereunder, are maintained by the Hartford at 200 Hopmeadow Street,
Simsbury, Connecticut 06089.

Item 33. Management Services

All management contracts are discussed in Part A and Part B of this
registration statement.

Item 34. Representation of Reasonableness of Fees

Hartford hereby represents that the aggregate fees and charges
under the Agreement are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks
assumed by Hartford.

<Page>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf, in the Town of Simsbury, and State of Connecticut on
this 18th day of February, 2005.

HARTFORD LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT TWELVE
(Registrant)

By: Thomas M. Marra *By: /s/ Shane E. Daly
---------------------------------------- ---------------------------
Thomas M. Marra, Chief Executive Officer Shane E. Daly
and Chairman of the Board, President* Attorney-In-Fact

HARTFORD LIFE INSURANCE COMPANY
(Depositor)

By: Thomas M. Marra
----------------------------------------
Thomas M. Marra, Chief Executive Officer
and Chairman of the Board, President*

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons and in the capacity
and on the date indicated.

David A. Carlson, Senior Vice President &
Deputy Chief Financial Officer, Director*
Michael L. Kalen, Executive Vice President,
Director*
Thomas M. Marra, President, Chief Executive
Officer and Chairman of the Board,
Director*
Ernest M. McNeill, Jr., Vice President
and Chief Accounting Officer* *By: /s/ Shane E. Daly
John C. Walters, Executive Vice President, ---------------------------
Director* Shane E. Daly
Lizabeth H. Zlatkus, Executive Vice President Attorney-in-Fact
and Chief Financial Officer, Director*
David M. Znamierowski, Executive Vice President & Date: February 18, 2005
Chief Investment Officer, Director*

333-114404
<Page>

EXHIBIT INDEX

(1) Organizational Chart.

(5) Copy of Power of Attorney.