<Page>
<Table>
August 27, 2007 [THE HARTFORD LOGO]
VIA EDGAR
Michael Kosoff, Esq. Sarah M. Patterson
Staff Attorney -- Office of Insurance Products Counsel
Division of Investment Management Law Department
Securities and Exchange Commission 200 Hopmeadow Street
100 F Street, NE Simsbury, CT 06089
Washington, DC 20549-4644 Direct Dial: (860) 843-6085
Fax: (860) 380-1616
</Table>
Re: Hartford Life Insurance Company Separate Account Three File Nos. 333-119415
and 811-08584
Dear Mr. Kosoff:
In accordance with our discussions on Friday, presented below please find your
inquiries and comments (marked in italics) and our responses.
1. PLEASE CONFIRM THAT THE REFERENCE TO "APPENDIX D" APPEARING IN THE
INTRODUCTORY SENTENCE ABOVE "APPENDIX E -- EXCHANGE PROGRAMS" IS ACCURATE.
- Response: We have updated the language to state that "the
following language is added as a new Appendix E in your
prospectus."
2. THE FOLLOWING COMMENTS RELATE TO THE SO CALLED "EDGE OFFER":
A. PLEASE MOVE THE "DEFINITIONS" BULLET APPEARING IN SECTION II TO THE
PREAMBLE AND CONFIRM THAT ALL INITIAL CAPITALIZED TERMS ARE DEFINED
IN THE PROSPECTUS.
- Response: We have moved the "Definitions" bullet point to the
preamble and have confirmed that all initial capitalized terms
are defined in the prospectus.
B. IN THE COMPARISON TABLE APPEARING IN SECTION II, PLEASE REFLECT THE
RANGE OF PREMIUMS SUBJECT TO FRONT END SALES CHARGES.
- Response: We have updated the table to reflect premiums of
$0-$49,999; $50k-$99,999; $200k-$249,999; $250k-$499,999 and
$500k-$999,999.
C. CONFIRM OR DELETE THE CROSS REFERENCE TO FOOTNOTE 4 APPEARING AFTER
THE $30 ANNUAL MAINTENANCE FEE IN THE COMPARISON TABLE APPEARING IN
SECTION II.
- Response: The reference to footnote 4 has been deleted.
D. IN THE SECOND TO LAST SENTENCE IN FOOTNOTE 3, PLEASE CLARIFY THAT THE
13 MONTH LETTER OF INTENT PERIOD COMMENCES UPON EXCHANGE OF A
CONTRACT.
- Response: We have clarified the second to last sentence in
footnote 3 to state that a Letter of Intent commences upon the
date you exchange a contract. In addition, we have clarified the
last sentence of footnote three to state that "[w]e may allow an
extended period by accepting a Letter of Intent for an additional
13 month period."
<Page>
E. PROMINENTLY STATE THAT THIS EXCHANGE MAY RESULT IN A REDUCTION OF THE
DEATH BENEFIT.
- Response: We have made the first bullet under section IV
prominent by bolding the text that states "the initial death
benefit under your Director M Edge or Hartford Leaders Edge
Series III Contract could be lower than the death benefit under
your existing Eligible Contract(s).
F. REPLACE REFERENCE TO "QUALIFYING CONTRACT" APPEARING IN THE FIRST
BULLET OF SECTION III WITH "ELIGIBLE CONTRACT(S)".
- Response: All references to "qualifying contract" have been
deleted and replaced with "Eligible Contract(s)":
G. ADD AN EXAMPLE OF THE SALES CHARGES UNDER THE THIRD BULLET IN SECTION
III.
- Response: Agreed.
H. CLARIFY IN THE SEVENTH BULLET UNDER SECTION III THAT CONSENT OF OTHER
CONTRACT OWNERS IS REQUIRED ONLY IF THERE ARE MULTIPLE OWNERS.
- Response: Agreed.
I. PLEASE MAKE THE SECOND BULLET UNDER SECTION IV BOLD.
- Response: Agreed.
J. SUPPLEMENTALLY STATE WHETHER A PERSONALIZED ILLUSTRATION OF THE
DEATH BENEFIT WILL BE PROVIDED TO CONTRACT OWNERS UPON REQUEST.
- Response: A personalized illustration of the death benefit will
not be provided to contract owners.
3. THE FOLLOWING COMMENTS RELATE TO THE SO CALLED "UNION SECURITY" OFFER:
A. SUPPLEMENTALLY CONFIRM THAT THE ONLY VERSIONS OF THE DIRECTOR M AND
HARTFORD LEADERS SERIES III CONTRACTS OFFERED WILL BE SUBJECT TO
CONTINGENT DEFERRED SALES CHARGES.
- Response: We confirm that the Union Security exchange offer is
only applicable to versions of The Director M and Hartford
Leaders Series III Contracts that are subject to contingent
deferred sales charges.
B. IN SECTION II, PLEASE REPLACE THE REFERENCE TO FOOTNOTE 1 (APPEARING
AFTER CDSC) WITH FOOTNOTE 9.
- Response: Agreed.
C. IN THE SECOND BULLET IN SECTION II, PLEASE CLARIFY WHETHER THE SAME
FUND PORTFOLIOS AVAILABLE UNDER EXISTING CONTRACTS WILL BE MADE
AVAILABLE UNDER THEIR REPLACEMENTS.
- Response: We have added the following sentence to the second
bullet in section II: "Not all Funds currently offered in your
existing Contract will be available in your replacement
contract".
D. IN THE THIRD BULLET IN SECTION II, PLEASE CLARIFY THAT "PREMIUM
SECURITY DEATH BENEFIT" IS THE STANDARD DEATH BENEFIT AVAILABLE UNDER
THESE CONTRACTS.
- Response: We have clarified that the Premium Security Death
Benefit is the standard death benefit.
E. PLEASE CONFIRM THAT THE TERM "QUALIFYING CONTRACT" HAS BEEN REPLACED
WITH THE TERM "ELIGIBLE CONTRACT(S)" THROUGHOUT SECTION III.
- Response: We have deleted references to "qualifying contract(s)"
and replaced it with the term "Eligible Contract(s)".
<Page>
F. PLEASE ADD A PROMINENT STATEMENT IN THE FOURTH BULLET UNDER SECTION
III THAT A REPLACEMENT CONTRACT MAY HAVE A LONGER CDSC PERIOD THAN
AN ELIGIBLE CONTRACT.
- Response: We have added the following language in bold typeface
as the last sentence in the fourth bullet under section III:
"Your replacement; The Director M or Hartford Leaders Series III
Contract, may have a longer CDSC period than your existing
Contract."
G. PLEASE MAKE THE SECOND BULLET UNDER SECTION IV BOLD.
- Response: Agreed.
H. SUPPLEMENTALLY STATE WHETHER A PERSONALIZED ILLUSTRATION WILL BE
PROVIDED TO CONTRACT OWNERS UPON REQUEST.
- Response: A personalized illustration of the death benefit will
not be provided to contract owners.
4. THE FOLLOWING COMMENTS RELATE TO THE LIFETIME INCOME BUILDER II RIDER
EXCHANGE PROGRAM:
A. IN THE TABLE APPEARING IN THE FIRST BULLET UNDER SECTION II, PLEASE
STATE THE MAXIMUM RIDER FEE IN THE ROW ENTITLED "FEE".
- Response: Agreed.
B. IN THE AFOREMENTIONED TABLE, PLEASE STATE IN THE ROW ENTITLED
"PAYMENT BASE" THAT THE PAYMENT BASE MAY BE LOWER THAN THE BENEFIT
AMOUNT.
- Response: Agreed.
C. ALSO IN THE AFOREMENTIONED TABLE, IN THE ROW ENTITLED "LIFETIME
BENEFIT PAYMENT" PLEASE DESCRIBE THE RANGE OF WITHDRAWAL PERCENTS
AVAILABLE UNDER LIFETIME INCOME BUILDER II.
- Response: Agreed.
D. PLEASE MAKE THE LAST SENTENCES APPEARING IN THE THIRD AND FOURTH
BULLETS UNDER SECTION IV BOLD.
- Response: Agreed.
E. SUPPLEMENTALLY CONFIRM THE ACCURACY OF THE ASSERTION MADE IN THE
EIGHTH BULLET IN SECTION IV.
- Response: We have added the following disclosure to clarify this
assertion: "However, in the event that an excess withdrawal is
taken, or a withdrawal is made in a non-Eligible Withdrawal Year,
the Payment Base will be reduced by the methods described in your
prospectus".
F. SUPPLEMENTALLY CONFIRM IF THERE ARE ANY OTHER MATERIAL DIFFERENCES
BETWEEN THESE RIDERS THAT MIGHT IMPACT THESE DISCLOSURES.
- Response: We confirm that the material differences between The
Hartford's Lifetime Income Builder and The Hartford's Lifetime
Income Builder II have been disclosed.
G. PLEASE ADD AN INTRODUCTORY NARRATIVE EXPLAINING THE PURPOSE OF THE
ILLUSTRATIONS FOLLOWING SECTION IV.
- Response: Agreed.
We appreciate the Staff's continued cooperation and attention to this filing. It
is our hope that the Staff will find satisfactory the responses to its comments
as set forth above and that we will be able to file our Rule 485(b) submission
before the proposed launch date of October 15, 2007. We also appreciate the time
the Staff has devoted to discussing with us and our outside counsel the
applicability of Rule 11a-2 under the Investment Company Act of 1940 to the
"Edge Offer" referenced above (i.e., an exchange offer involving the proposed
exchange of existing variable annuity contracts with an expired contingent
deferred sales charge for new variable annuity contracts with a front-end sales
load). We are, of course, available at the Staff's convenience to discuss the
Staff's final views in this regard, and, again, we appreciate the time
<Page>
the Staff has spent in considering our explanation of why we believe the Rule is
in fact applicable to the Edge Offer.
Finally, we note that we will resubmit today our Rule 485(b)(1)(vii) request.
We hereby acknowledge that the Staff of the Commission has not passed upon the
accuracy or adequacy of the prospectus and related statement of additional
information for the above referenced registration statements. We acknowledge
that the review of the filing by the Staff of the Commission does not relieve
the registrant of its full responsibility for the adequacy and accuracy of the
disclosure of this filing nor does it foreclose the Commission from taking any
action with respect to the filing. Further, we acknowledge that the registrant
may not assert as a defense in any proceeding initiated by the Commission or any
person under federal securities law that the Staff of the Commission reviewed
the filing and provided comments to the registrant or that the filing became
automatically effective thereafter.
Please feel free to contact me if you have any questions or if we may be of
further assistance.
Very truly yours,
/s/ Sarah M. Patterson
- --------------------------------------
cc: Richard J. Wirth, esq.
<Page>
SUPPLEMENT DATED OCTOBER 15, 2007 TO YOUR PROSPECTUS
The following language is added as a new Appendix E in your prospectus:
APPENDIX E -- EXCHANGE PROGRAMS
EDGE OFFER
Hartford Life and Annuity Insurance Company or Hartford Life Insurance Company
collectively, "we" or "our") is offering Eligible Contract Owners (as defined
below) the opportunity to exchange an Eligible Contract (as defined below) for a
then currently issued The Director M Edge or Hartford Leaders Edge Series III
variable annuity Contract. This offer may be withdrawn at any time without
notice in our sole and absolute discretion. All initial capitalized terms shall
have such meaning as provided in the applicable prospectus.
I. WHO IS ELIGIBLE TO PARTICIPATE IN THIS EXCHANGE PROGRAM?
This exchange program is available to Contract Owners who meet ALL of the
following qualifications ("Eligible Contract Owners"):
- You must own one or more Eligible Contracts as of the exchange date
(as defined below). Eligible Contracts are:
- Versions of The Director Series I -- VIIIR (including all
proprietary versions) with a 6 or 7 year contingent deferred
sales charge. Please check your Contract to verify the version
owned.
- The Owner(s) and Annuitant must be the same in all Eligible
Contracts that will be surrendered.
- The account value of all Eligible Contracts surrendered must be at
least $100,000 in the aggregate as of the exchange date.
- You must be a customer of a financial intermediary that is authorized
to sell The Director M Edge or Hartford Leaders Edge Series III
variable annuity Contract.
- You must not:
- Be age 75 or older as of the exchange date (including any other
Contract Owner(s) and the
Annuitant).
- Have any premium payments that are any longer subject to
contingent deferred sales charges ("CDSC").
- Be a group or trust that is: (a) any trustee or custodian for a
retirement plan qualified under Sections 401(a) or 403(a) of the
Internal Revenue Code ("Code"); (b) annuity purchase plans
adopted by public school systems or tax-exempt organizations
according to Section 403(b) of the Code; (c) an employee pension
plans established for employees by a state, a political
subdivision of a state, or an agency of either a state or a
political subdivision of a state; and/or (d) a deferred
compensation plans as defined in Section 457 of the Code.
- Be subject to sales charges(1) in excess of 9% of the total
Premium Payments made in connection with the replacement The
Director M Edge or Hartford Leaders Edge Series III Contract as
of the exchange date.
- Have elected either The Hartford's Principal First Preferred or
The Hartford's Principal First (optional guaranteed minimum
withdrawal benefits available under certain Eligible Contracts).
- ------------
(1) Any Contingent Deferred Sales Charges ("CDSC") that you have paid prior to
the exchange date in connection with partial Surrenders under your Eligible
Contract(s), plus any FESC (defined below) assessed on The Director M Edge
or Hartford Leaders Edge Series III Contract on the exchange date.
<Page>
II. WHAT ARE SOME KEY DIFFERENCES BETWEEN THESE CONTRACTS?
<Table>
<Caption>
THE DIRECTOR SERIES I - VIIIR
SALES CHARGE YEAR 1 2 3 4
- ---------------------------------------------------------------------------------------
CDSC(2) 5 - 7% 5 - 7% 4 - 7% 3 - 6%
<Caption>
THE DIRECTOR SERIES I - VIIIR
SALES CHARGE 5 6 7 8
- ------------------- -------------------------------------------
2 - 5% 0 - 4% 0 - 3% 0%
</Table>
<Table>
Mortality & Expense Risk Charge 1.00 - 1.25%
(1),(4)
Administrative Charges None
Annual Maintenance Fee(5) $25 - $30
</Table>
<Table>
<Caption>
$0 - $THE DIRECTOR M EDGE OR1HARTFORD L
SALES CHARGE PREMIUM $49,999 $99,999 $249,999
- -------------------------------------------------------------------------------------------------
FESC(3) 5.5% 4.5% 3.5%
<Caption>
$0 - $THE DIRECTOR M EDGE OR1HARTFORD L
SALES CHARGE $499,999 $999,999 $1MM+
- ------------ ------------------------------------------------------------
2.5% 2.0% 1%
</Table>
<Table>
Mortality & Expense Risk Charge 0.55 - 0.65%
(1),(4)
Administrative Charges 0.20%
Annual Maintenance Fee(5) $30
</Table>
- Optional Guaranteed Minimum Withdrawal Benefits. For an additional
fee, Eligible Contract Owners electing to exchange their contract(s)
will be entitled to elect any of the optional guaranteed minimum
withdrawal benefits; including lifetime guaranteed minimum withdrawal
benefits, as described in a The Director M Edge or Hartford Leaders
Edge Series III prospectus.
- Funds Available. Eligible Contract Owners electing to exchange their
contract(s) will have access to the Funds offered in The Director M
Edge or Hartford Leaders Edge Series III prospectus. These generally
include all Funds currently offered under your existing Contract but
also include a wide array of Funds managed by unaffiliated portfolio
managers.
- Standard Guaranteed Minimum Death Benefits. Eligible Contract Owners
electing to exchange their contract(s) will be automatically entitled
to receive the Premium Security Death Benefit (standard death
benefit). Differences between the standard death benefit offered
under existing contracts and the standard death benefit provided in
The Director M Edge or Hartford Leaders Edge Series III (called
"Premium Security Death Benefit") are highlighted below:
- ------------
(2) Varies based on contract version.
(3) Front-end Sales Charges ("FESC") do not reflect Rights of Accumulation.
Under the Rights of Accumulation program, we will use the aggregate amount
of Eligible Investments to calculate the applicable sales charge. Eligible
Investments are (a) any other individual variable annuity issued by us or
our affiliates subject to a front-end sales charge and (b) Class A shares
of any retail mutual fund of a Fund family held by you as owner or joint
owner. Your financial intermediary must be the broker of record for
Eligible Investments. Eligible Investments must be identified in your
application (or comparable request for annuity) and each time you make
subsequent Premium Payments. Premium Payments received through any other
means of transmission will be subject to a sales charge based on the lower
of your most recent sales charge level on record under this program or the
otherwise applicable sales charge. We also accept Letters of Intent as a
basis to reduce sales charges. A Letter of Intent is a commitment to invest
a certain amount of Premium Payments within 13 months from the date you
exchange your Contract in exchange for which we deduct a sales charge based
on the total amount you plan on investing over this time period. If you
don't make the Premium Payments promised, we will recalculate the sales
charge based on your actual Premium Payments and proportionately deduct
this charge from your Sub-Accounts. We may allow an extended period by
accepting a Letter of Intent for an additional 13 month period.
(4) Mortality and Expense Risk Charges for Hartford Leaders products are .10%
higher than The Director products. These charges also vary based on the
contract version selected. Premium taxes (0 - 3.5%) and optional benefit
fees excluded.
<Page>
(5) For The Director Series II -- VIII, The Director M Edge or Hartford Leaders
Edge Series III, Annual Maintenance Fees are waived if the Contract Value
is greater than $50,000 on any Contract Anniversary or upon Surrender.
<Table>
<Caption>
CONTRACT STANDARD DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------
Director M/ The highest of: (A) Contract Value; or (B) Total Premium Payments adjusted for partial
Hartford Leaders Surrenders; or (C) the lesser of: Maximum Anniversary Value, or the sum of Contract Value
Series III(6) plus 25% of Maximum Anniversary Value (excluding Premium Payments we receive within 12 months
of death).
Director Series I The higher of Contract Value(7) or Total Premium Payments adjusted for partial Surrenders.
- -- IIR
Director Series The highest of: (A) Contract Value(6); or (B) Total Premium payments adjusted for partial
III -- V Surrenders; or (C) Contract Value on the Specified Contract Anniversary(8) immediately
preceding the date of death, increased by any Premium Payments made and decreased by any
Surrenders since the preceding Specified Contract Anniversary.
Director Series The highest of: (A) Contract Value; or (B) Total Premium payments adjusted for partial
VI -- VIIR Surrenders; or (C) Maximum Anniversary Value.
Director VIIIR Premium Protection: The higher of total premium payments adjusted for partial Surrenders or
Contract Value, or
Asset Protection: The highest of: (A) Contract Value; (B) Contract Value plus 25% of the
total Premium Payments (excluding any subsequent Premium Payments we receive within 12 months
of death or after death less any partial Surrenders); or (C) Contract Value plus 25% of
Maximum Anniversary Value (excluding any subsequent Premium Payments we receive within 12
months of death or after death). This Death Benefit cannot exceed the greatest of: (i)
Contract Value; or (ii) Total Premium Payments adjusted for any partial Surrenders; or (iii)
Maximum Anniversary Value.
</Table>
- Other Differences. Some of the other differences include:
- Partial Surrenders: In all versions of The Director (other than
The Director Series VII (with amendatory rider) and Series
VIIIR), partial surrenders reduce death benefits on a
dollar-for-dollar basis; whereas in The Director Series VII (with
amendatory rider), Series VIII, The Director M Edge or Hartford
Leaders Edge Series III, partial surrenders reduce death benefits
on a proportionate basis.
- Death Benefit aggregate limit: Death Benefits are not subject to
aggregate limits in The
Director Series I - VII (without amendatory rider); whereas in The
Director Series VII (with amendatory rider), Series VIIIR, The
Director M Edge or Hartford Leaders Edge Series III Death Benefits
are limited to $5 million of Premium Payments (as reduced by an
adjustment for Surrenders), or Contract Value plus $1 million.
- Miscellaneous. The Director M Edge or Hartford Leaders Edge
Series III Contracts may also differ from your existing contract
in terms of (a) minimum interest rates credited to the Fixed
Accumulation Feature; (b) assumed investment return rates used
for the variable Annuity Payout (subject to state variations);
and (c) minimum guaranteed fixed annuitization rates.
- State Variations. The foregoing discussion does not take into
consideration state variations, if any.
- ------------
(6) The standard death benefit is replaced by the Guaranteed Minimum Death
Benefit upon election of The Hartford's Lifetime Income Foundation, The
Hartford's Lifetime Income Builder or The Hartford's Lifetime Income
Builder II.
(7) The Director Series I - V Annuitants who die after age 90 are entitled only
to Contract Value.
(8) Specified Contract Anniversary is: The Director Series III - every sixth
Contract Anniversary; The Director Series IV & V -- every seventh Contract
Anniversary.
<Page>
III. HOW DOES THE EXCHANGE PROCESS WORK?
- This exchange will constitute a full Surrender (replacement) of your
Eligible Contract(s). You may Surrender more than one existing
Eligible Contract(s) as part of this program. Partial Surrenders will
not be permitted.
- The Contract Value of your Eligible Contract(s) as of the exchange
date will be considered to be the initial Premium Payment for your
Director M Edge or Hartford Leaders Edge Series III Contract. This
amount will be used to establish your benefits under your Director M
Edge or Hartford Leaders Edge Series III Contract. No exchange or
transfer fees will be charged when electing to make this exchange.
- We will impose a sales charge on initial and subsequent Premium
Payments under your Director M Edge or Hartford Leaders Edge Series
III Contract, subject to possible adjustments associated with any
Rights of Accumulation and a Letter of Intent. Your initial Premium
Payment can not be used to satisfy the terms of any outstanding
Letter of Intent. For example, if your Premium Payments under your
existing Contract were $100,000 (A) and your account value at the
time of exchange was $225,000 (B), then a sales charge of $7,875
[sales charge = the lesser of: [(A) x 9%] or [(B) x 3.5%)] will be
deducted from your account. However, if you signed a Letter of Intent
committing to deposit another $25,000 (C), then your sales charge
would be reduced to $6,250 [sales charge = the lesser of: [(A) x 9%]
or [(B + C) x 2.5% (based on exceeding the next sales charge break
point)].
- The date that you comply with all our requirements to exchange your
Eligible Contract(s) ("exchange date") will be the date we use to set
your benefits under your Director M Edge or Hartford Leaders Edge
Series III Contract. We will use the exchange date for establishing
your eligibility for this program and various age-sensitive optional
riders under your Director M Edge or Hartford Leaders Edge Series III
Contract.
- Certain optional guaranteed minimum withdrawal benefits may ONLY be
elected at the exchange date.
- The Contract Owner(s) and Annuitant must be the same in your
replacement Director M Edge or Hartford Leaders Edge Series III
Contract as they are in your Eligible Contract(s).
- If there are more than one Contract Owner, then all Contract Owners
must consent to this exchange.
- Subject to the laws of your state, you may cancel your Director M
Edge or Hartford Leaders Edge Series III Contract for any reason
within ten (10) days of receipt of your Contract in accordance with
the cancellation privileges described in your Director M Edge or
Hartford Leaders Edge Series III prospectus.
IV. WHAT OTHER THINGS SHOULD BE CONSIDERED?
- Your standard and optional death benefits under your Eligible
Contract(s) will not carry over to your Director M Edge or Hartford
Leaders Edge Series III Contract. For instance, because the value of
the MAV/EPB Death Benefit (if elected and available) fluctuates based
on Maximum Anniversary Value rather than Contract Value, THE INITIAL
DEATH BENEFIT UNDER YOUR DIRECTOR M EDGE OR HARTFORD LEADERS EDGE
SERIES III CONTRACT COULD BE LOWER THAN THE DEATH BENEFIT UNDER YOUR
EXISTING ELIGIBLE CONTRACT(S).
- SURRENDERING YOUR NEW DIRECTOR M EDGE OR HARTFORD LEADERS EDGE SERIES
III CONTRACT SOON AFTER BUYING IT MAY LEAVE YOU IN A WORSE FINANCIAL
POSITION THAN IF YOU NEVER ACCEPTED THIS EXCHANGE OFFER.
- You should discuss the merits of this exchange with your Registered
Representative to be sure that the Director M Edge or Hartford
Leaders Edge Series III Contract is suitable for you and your
particular circumstances. You should discuss your particular
circumstances and the tax consequences of this exchange with your tax
adviser, as we make no representation regarding the tax consequences
of an exchange.
<Page>
- You should read the Director M Edge or Hartford Leaders Edge Series
III prospectus and those of the underlying Funds before investing.
These prospectuses contain other information about variable annuities
and investment options including risks that you should carefully
consider. Your Registered Representative can provide you with
prospectuses or you can contact us to receive one. These variable
annuities are underwritten and distributed by Hartford Securities
Distribution Company, Inc. Member SIPC.
- We are not obligated to offer exchange privileges if and once this
offer is withdrawn or to extend these privileges to other contract
variations.
UNION SECURITY
Hartford Life and Annuity Insurance Company or Hartford Life Insurance Company
(collectively, "we" or "our") are offering Eligible Contract Owners (as defined
below) the opportunity to exchange an Eligible Contract (as defined below) for a
then currently issued version of our The Director M or Leaders III variable
annuity Contract. This offer may be withdrawn at any time without notice in our
sole and absolute discretion. All initial capitalized terms shall have such
meaning as provided in the applicable prospectus.
I. WHO IS ELIGIBLE TO PARTICIPATE IN THIS EXCHANGE PROGRAM?
This exchange program is available to Contract Owners who meet ALL of the
following qualifications ("Eligible Contract Owners"):
- You must own one or more Eligible Contracts as of the exchange date
(as defined below). Eligible Contracts are:
- all versions of the Masters, Masters+, Opportunity or
Opportunity+ variable annuities issued by Union Security
Insurance Company or Union Security Life Insurance Company of New
York (collectively, "Union Security"). Please check your Contract
to verify the version owned.
- The Owner(s) and Annuitant must be the same in all Eligible
Contracts that will be surrendered.
- The account value of all Eligible Contracts surrendered must be at
least $25,000 in the aggregate as of the exchange date.
- You must be a customer of a financial intermediary that is authorized
to sell The Director M or Leaders III variable annuity Contract.
- You must not:
- Be age 81 or older as of the exchange date (including any other
Contract Owner(s) and the Annuitant).
- Have any Premium Payments that are any longer subject to CDSC.
- Be a group or trust that is: (a) any trustee or custodian for a
retirement plan qualified under Sections 401(a) or 403(a) of the
Internal Revenue Code ("Code"); (b) annuity purchase plans
adopted by public school systems or tax-exempt organizations
according to Section 403(b) of the Code; (c) an employee pension
plans established for employees by a state, a political
subdivision of a state, or an agency of either a state or a
political subdivision of a state; and/or (d) a deferred
compensation plans as defined in Section 457 of the Code.
<Page>
II. WHAT ARE SOME KEY DIFFERENCES BETWEEN THESE CONTRACTS?
<Table>
<Caption>
MORTALITY &
EXPENSE ANNUAL
RISK ADMIN. MAINTENANCE
CONTRACT CHARGE(9)(10) CHARGES FEE
- -----------------------------------------------------------------------------
Director M/Hartford Leaders Series III 0.95 - 1.05% 0.20% $30(11)
Opportunity 1.25% 0.10% $35(12)
Masters 1.25% 0.10% None
<Caption>
SALES CHARGE
CONTRACT YEAR 1 2 3 4 5 6 7 8+
- -------------------------------------- ----------------------------------------------------------------------------------------
Director M/Hartford Leaders Series III CDSC(9) 7% 7% 7% 6% 5% 4% 3% 0%
YEAR 1 2 3 4 5 6 7 8+
Opportunity CDSC(9) 5% 5% 5% 5% 5% 0% 0% 0%
Masters CDSC(9) 7% 7% 6% 6% 5% 3% 1% 0%
</Table>
- ------------
(9) Varies based on contract version. Maximum charge is shown.
(10) Mortality and Expense Risk Charges for Leaders products are .10% higher
than The Director products. Premium Taxes (0 -- 3.5%) and optional benefit
fees excluded.
(11) Annual Maintenance Fees are waived if the Contract Value is greater than
$50,000 on any Contract Anniversary or upon Surrender.
(12) Annual Maintenance Fees are waived if the Contract Value is greater than
$25,000 on any Contract Anniversary or upon Surrender.
- Optional Guaranteed Minimum Withdrawal Benefits. For an additional
fee, Eligible Contract Owners electing to exchange their contract(s)
will be entitled to elect any of the optional guaranteed minimum
withdrawal benefits; including lifetime guaranteed minimum withdrawal
benefits, as described in a The Director M or Hartford Leaders Series
III prospectus.
- Funds Available. Eligible Contract Owners electing to exchange their
contract(s) will have access to the Funds offered in The Director M
or Hartford Leaders Series III prospectus. These generally include
all Funds currently offered under your existing Contract but also
include a wide array of Funds managed by unaffiliated portfolio
managers. Not all Funds currently offered in your existing Contract
will be available in your replacement contract.
- Standard guaranteed minimum Death Benefits. Eligible Contract Owners
electing to exchange their Contract(s) will automatically receive the
Premium Security Death Benefit (standard death benefit). Differences
between the standard death benefit offered under existing contracts
and the standard death benefit provided in The Director M or Hartford
Leaders Series III (called "Premium Security Death Benefit") are
highlighted below:
<Table>
<Caption>
CONTRACT STANDARD DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------
Director M/ The highest of: (A) Contract Value; or (B) Total Premium Payments adjusted for partial
Hartford Leaders Surrenders; or (C) the lesser of: Maximum Anniversary Value, or the sum of Contract Value
Series III(13) plus 25% of Maximum Anniversary Value (excluding Premium Payments we receive within 12 months
of death).
Opportunity I, Contracts issued before 5/1/97, Without Enhanced Death Benefit Rider, OWNER OR ANNUITANT LESS
II, IV, V, THAN AGE 75 AT DEATH, highest of: (A) Total Premiums less partial Surrenders; (B) Contract
Opportunity+ Value or (C) Contract Value on the last five-year Contract Anniversary before the earlier of
the decedent's death or age 75, minus any partial Surrenders since that anniversary.
Contracts issued after 5/1/97, With Enhanced Death Benefit Rider, OWNER OR ANNUITANT LESS
THAN AGE 75 AT DEATH, highest of: (A) Total Premiums less partial Surrenders, compounded
annually at 3%, capped at 200% of Total Premium minus partial Surrenders ("Rollup Amount");
(B) Contract Value or (C) Contract Value on either the last five-year Contract Anniversary
before death; minus any partial Surrenders since that anniversary.
</Table>
- ------------
(13) The standard death benefit is replaced by the Guaranteed Minimum Death
Benefit upon election of The Hartford's Lifetime Income Foundation, The
Hartford's Lifetime Income Builder or The Hartford's Lifetime Income
Builder II.
<Page>
<Table>
<Caption>
CONTRACT STANDARD DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------
Contracts issued after 5/1/97, With Enhanced Death Benefit Rider, OWNER OF ANNUITANT AGE 75
OR OLDER AT DEATH, highest of: (A) The "Rollup Amount" on the earlier of the Contract Owner
or Annuitant's 75thbirthday plus any Premium payments made since that birthday, minus partial
Surrenders since that birthday; (B) Contract Value or (C) Contract Value on the last
five-year Contract Anniversary before the decedent reached age 75; minus any partial
Surrenders since that anniversary.
Opportunity III The highest of: (A) Total Premiums less partial Surrenders, (B) Contract Value or (C)
Contract Value on the last five-year Contract Anniversary before the earlier of the
decedent's death or age 75, minus any partial Surrenders since that anniversary.
Masters I Contracts issued before 5/1/97 without the Enhanced Death Benefit Rider and the OWNER OR
ANNUITANT LESS THAN AGE 75 AT DEATH, the highest of: (A) Total Premiums less partial
Surrenders; (B) Contract Value adjusted for any applicable Market Value Adjustment or (C)
Contract Value on the last seven-year Contract Anniversary before the earlier of the date of
death, or the Contract Owner or Annuitant's 75thbirthday, adjusted for any applicable Market
Value Adjustment, minus any partial Surrenders since that Seven Year Anniversary.
Contracts issued after 5/1/97 with the Enhanced Death Benefit Rider and the OWNER OR
ANNUITANT LESS THAN AGE 75 AT DEATH, the highest of: (A) Total Premiums less partial
Surrenders, compounded annually at 3%, capped at 200% of Total Premium minus partial
Surrenders ("Rollup Amount"); (B) Contract Value adjusted for any applicable Market Value
Adjustment, or (C) Contract Value on the last seven-year Contract Anniversary before the
earlier of the date of death, or the Contract Owner or Annuitant's 75thbirthday, adjusted for
any applicable Market Value Adjustment, minus any partial Surrenders since that Seven Year
Anniversary.
Contracts issued after 5/1/97 with the Enhanced Death Benefit Rider and the OWNER OR
ANNUITANT AGE 75 OR OLDER AT DEATH, the highest of: (A) The "Rollup Amount" on the earlier of
the Contract Owner or Annuitant's 75thbirthday plus any Premium payments made since that
birthday, minus partial Surrenders since that birthday; (B) Contract Value adjusted for any
applicable Market Value Adjustment; or (C) Contract Value on the last seven-year Contract
Anniversary before the earlier of the date of death, or the Contract Owner or Annuitant's
75thbirthday, adjusted for any applicable Market Value Adjustment, minus any partial
Surrenders since that Seven Year Anniversary.
Masters+ Contracts issued before 5/1/97 without the Enhanced Death Benefit Rider and the OWNER OR
ANNUITANT WERE LESS THAN AGE 75 AT DEATH, the highest of: (A) Total Premiums less partial
Surrenders; (B) Contract Value adjusted for any applicable Market Value Adjustment; or (C)
Contract Value on the last seven-year Contract Anniversary before the earlier of the date of
death, or the Contract Owner or Annuitant's 75thbirthday, adjusted for any applicable Market
Value Adjustment, minus any partial Surrenders since that Seven Year Anniversary.
Contracts issued after 5/1/97 with the Enhanced Death Benefit Rider and the OWNER OR
ANNUITANT WERE LESS THAN AGE 75 AT DEATH, the highest of: (A) Total Premiums less partial
Surrenders, compounded annually at 5%, capped at 200% of Total Premium minus partial
Surrenders. ("Rollup Amount"); (B) Contract Value adjusted for any applicable Market Value
Adjustment; or (C) Contract Value on the last seven-year Contract Anniversary before the
earlier of the date of death, or the Contract Owner or Annuitant's 75thbirthday, adjusted for
any applicable Market Value Adjustment, minus any partial Surrenders since that Seven Year
Anniversary.
</Table>
<Page>
<Table>
<Caption>
CONTRACT STANDARD DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------
Contracts issued after 5/1/97 with the Enhanced Death Benefit Rider and the OWNER OR
ANNUITANT AGE 75 OR OLDER AT DEATH, the highest of: (A) The "Rollup Amount" on the earlier of
the Contract Owner or Annuitant's 75thbirthday plus any Premium payments made since that
birthday, minus partial Surrenders since that birthday; (B) Contract Value adjusted for any
applicable Market Value Adjustment; or (C) Contract Value on the last seven-year Contract
Anniversary before the earlier of the date of death, or the Contract Owner or Annuitant's
75thbirthday, adjusted for any applicable Market Value Adjustment, minus any partial
Surrenders since that Seven Year Anniversary.
</Table>
- Other Differences. Some of the other differences include:
- Partial Surrenders: Partial surrenders reduce Opportunity and
Masters death benefits on a dollar-for-dollar basis, and reduce
Opportunity+ and Masters+ death benefits on a proportionate basis
and a Market Value Adjustment may be applicable, whereas in The
Director M and Hartford Leaders Series III, partial surrenders
reduce death benefits on a proportionate basis.
- Death Benefit Aggregate Limit: Death benefits are unlimited in
Masters contracts whereas death benefits are subject to aggregate
limits of $500,000 (Opportunity) and in The Director M and
Hartford Leaders Series III, death benefits are limited to $5
million of Premium Payments (as reduced by an adjustment for
Surrenders), or Contract Value plus $1 million.
- Miscellaneous. Director M or Hartford Leaders Series III
Contracts may also differ from your existing Contract in terms of
(a) access to a Fixed Accumulation Feature; (b) Assumed
Investment Return Rates used for the variable Annuity Payout
(subject to state variations); and (c) ability to allocate
investments to earn guaranteed interest rates for predetermined
guarantee periods (Masters only).
- State Variations. The foregoing discussion does not take into
consideration state variations, if any.
- Definitions. All initial capitalized terms shall have such meaning as
provided in the applicable prospectus.
III. HOW DOES THE EXCHANGE PROCESS WORK?
- This exchange will constitute a full Surrender (replacement) of your
Eligible Contract(s). You may Surrender more than one Eligible
Contract(s) as part of this program. Partial Surrenders will not be
permitted.
- The Contract Value of your Eligible Contract(s) as of the exchange
date will be considered to be the initial Premium payment for your
replacement The Director M or Hartford Leaders Series III Contract.
This amount will be used to establish your benefits under your
replacement The Director M or Hartford Leaders Series III Contract.
No exchange or transfer fees will be charged when electing to make
this exchange.
- The date that you comply with all requirements to exchange your
Eligible Contract(s) ("exchange date") will be the date we use to set
your benefits under your replacement The Director M or Hartford
Leaders Series III Contract. We will use the exchange date for
establishing your eligibility for this program and various
age-sensitive optional riders under your replacement The Director M
or Hartford Leaders Series III contract.
- We will credit you for the time that you owned your oldest Eligible
Contract(s) for the purposes of establishing any CDSC applicable for
any premium payments made on or as of the exchange date. Any premium
payments made on or after the exchange date will be subject to the
applicable CDSC schedule. YOUR REPLACEMENT, THE DIRECTOR M OR
HARTFORD LEADERS SERIES III CONTRACT, MAY HAVE A LONGER CDSC PERIOD
THAN YOUR EXISTING CONTRACT.
- Certain optional guaranteed minimum withdrawal benefits may ONLY be
elected at the exchange date.
<Page>
- The Contract Owner(s) and Annuitant must be the same in your
replacement Director M or Hartford Leaders Series III Contract as
they are in your Eligible Contract(s).
- All Contract Owners must consent to this exchange.
- Subject to the laws of your state, you may cancel your replacement
The Director M or Hartford Leaders Series III Contract for any reason
within ten (10) days of receipt of your Contract in accordance with
the cancellation privileges described in your replacement The
Director M or Hartford Leaders Series III prospectus.
IV. WHAT OTHER THINGS SHOULD BE CONSIDERED?
- Your standard and optional death and withdrawal benefits under your
Eligible Contract(s) will not carry over to your replacement The
Director M or Hartford Leaders Series III Contract. This can result
in a diminution in death and/or withdrawal benefits.
- SURRENDERING A REPLACEMENT THE DIRECTOR M OR HARTFORD LEADERS SERIES
III CONTRACT SOON AFTER BUYING IT MAY LEAVE YOU IN A WORSE FINANCIAL
POSITION THAN IF YOU NEVER ACCEPTED THIS EXCHANGE OFFER.
- You should discuss the merits of this exchange with your Registered
Representative to be sure that a replacement The Director M or
Hartford Leaders Series III Contract is suitable for you and your
particular circumstances. You should discuss your particular
circumstances and the tax consequences of this exchange with your tax
adviser, as we make no representation regarding the tax consequences
of an exchange.
- The information provided is a summary of certain pertinent
information. You should read the replacement The Director M or
Hartford Leaders Series III prospectus and those of the underlying
Funds before investing. These prospectuses contain other information
including risks that you should carefully consider. Your Registered
Representative can provide you with prospectuses or you can contact
us to receive one. These variable annuities are underwritten and
distributed by Hartford Securities Distribution Company, Inc. Member
SIPC.
- The foregoing discussion does not take into consideration state
variations, if any.
- We have no duty to offer exchange privileges if and once this offer
is withdrawn or to extend these privileges to other contract
variations.
THIS SUPPLEMENT SHOULD BE RETAINED WITH THE PROSPECTUS FOR FUTURE REFERENCE.
HV-6136
<Page>
SUPPLEMENT DATED OCTOBER 15, 2007 TO YOUR PROSPECTUS
This supplement describes the terms of an exchange offer to eligible Contract
Owners by Hartford Life and Annuity Insurance Company or Hartford Life Insurance
Company. Effective October 15, 2007, we are offering Eligible Contract Owners
(as defined below) the opportunity to exchange The Hartford's Lifetime Income
Builder rider for the currently issued rider, The Hartford's Lifetime Income
Builder II. This information is added to your prospectus immediately following
the section "OTHER INFORMATION" in APPENDIX C.
The availability of the conversion program is at the discretion of the Company.
You should convert your rider only if it is appropriate for your needs and
financial considerations. Please read the prospectus carefully and discuss this
conversion with your Registered Representative prior to converting.
I. WHO IS ELIGIBLE TO PARTICIPATE IN THIS CONVERSION PROGRAM?
This exchange program is available to Contract Owners who meet ALL of the
following qualifications ("Eligible Contract Owners"):
- You must:
- own an annuity contract (including all proprietary versions)
("Eligible Contract") as of the conversion date (defined below);
- have chosen The Hartford's Lifetime Income Builder rider at the
time of purchase; and
- be a customer of a financial intermediary that is currently
authorized to sell Hartford Life and Annuity Insurance Company or
Hartford Life Insurance Company variable annuity Contracts that
includes The Hartford's Lifetime Income Builder II optional
benefit.
- You must not:
- be age 75 or older as of the conversion date (including any other
Covered Life);
II. WHAT ARE KEY DIFFERENCES BETWEEN THE HARTFORD'S LIFETIME INCOME BUILDER AND
THE HARTFORD'S LIFETIME INCOME BUILDER II?
- The chart below describes some key differences between The Hartford's
Lifetime Income Builder and The Hartford's Lifetime Income Builder II
and the meaning upon conversion.
<Table>
<Caption>
THE HARTFORD'S LIFETIME THE HARTFORD'S LIFETIME
FEATURE INCOME BUILDER II INCOME BUILDER
- --------------------------------------------------------------------------------------------------------------
FEE Currently equal to 0.40% of Payment Currently equal to 0.40% of Benefit
Base. Maximum fee is 0.75%. Amount. Maximum fee is 0.75%.
WITHDRAWALS THAT DO NOT EXCEED THE WITHDRAWALS REDUCE THE BENEFIT AMOUNT
LIFETIME BENEFIT PAYMENT DO NOT AND STEP UPS MAY INCREASE THE BENEFIT
REDUCE THE PAYMENT BASE AND AMOUNT; THEREFORE THE VALUE THAT THE
STEP-UPS INCREASE THE PAYMENT BASE; 0.40% FEE IS APPLIED TO CAN CHANGE
THEREFORE THE VALUE THAT THE 0.40% OVER TIME.
FEE IS APPLIED TO CAN CHANGE OVER
TIME.
RELEVANT COVERED LIFE The governing life for determining N/A
the living benefits provided under
the rider
BENEFIT AMOUNT N/A (Refer to Payment Base) 100% of premium when added at issue
PAYMENT BASE UPON CONVERSION: N/A (Refer to Benefit Amount)
- Payment Base will be equal to the
Contract Value on the conversion
date
- PAYMENT BASE MAY BE LESS THAN
BENEFIT AMOUNT
</Table>
<Page>
<Table>
<Caption>
THE HARTFORD'S LIFETIME THE HARTFORD'S LIFETIME
FEATURE INCOME BUILDER II INCOME BUILDER
- --------------------------------------------------------------------------------------------------------------
DEATH BENEFIT UPON CONVERSION: Death Benefit will Greater of Contract Value or Benefit
be equal to the Contract Value on Amount
the conversion date. If MAV or MAV
plus was previously elected, there
will be no change to these values
BENEFIT PAYMENT/THRESHOLD Allows up to a 5% withdrawal Allows up to a 5% withdrawal of the
(Single Life), or 4.5% withdrawal Benefit Amount per year prior to
(Joint Life) of the Payment Base age 60
per year prior to age 60
LIFETIME BENEFIT PAYMENT - The Lifetime Benefit Payment will - The Lifetime Benefit Payment is
be equal to the Payment Base equal to the Benefit Amount multiplied
multiplied by the applicable by 5%
Withdrawal Percent (4.5 - 7% - Available at issue if the oldest
depending on Relevant Covered Owner is age 60 or older
Life's attained age as of first - Available after the Contract
Surrender and whether the Single Anniversary immediately following the
Life or Joint Life Option is oldest Owners' 60th birthday if at
selected.) issue the age of the oldest owner is
- Allows you to withdraw on each under 60
Contract up to the greater of
Payment Base or Contract Value on
the anniversary multiplied by the
Withdrawal Percentage per year once
the amount is established
AUTOMATIC BENEFIT AMOUNT / Automatic Payment Base increases Automatic Benefit Amount increases
PAYMENT BASE INCREASES will cease upon the earlier of the continue until the earlier of the
Annuity Commencement Date or the Contract Anniversary immediately
Contract Anniversary immediately following the older Owner's or
following the Relevant Covered Annuitant's 75th birthday or the or
Life's attained age of 80 the Annuity Commencement Date
NON-EXCESSIVE PARTIAL SURRENDERS Withdrawals within the Lifetime Withdrawals within the Lifetime
Benefit Payment do not reduce the Benefit Payment or Benefit Payment
Payment Base. Withdrawals within reduce the Benefit Amount by the
the Threshold reduce the Payment amount of the partial surrender
Base by the amount of partial
surrender
EXCESSIVE PARTIAL SURRENDERS Withdrawals IN EXCESS of the Withdrawals IN EXCESS of the Lifetime
Lifetime Benefit Payment or Benefit Payment or Benefit Payment
Threshold will reduce the Payment will reduce the Benefit Amount to the
Base in proportion to the reduction minimum of Contract Value immediately
in Contract Value due to such following the partial Surrender; or
Surrender the Benefit Amount immediately prior
to the partial Surrender, less the
amount of partial Surrender
</Table>
<Page>
<Table>
<Caption>
THE HARTFORD'S LIFETIME THE HARTFORD'S LIFETIME
FEATURE INCOME BUILDER II INCOME BUILDER
- --------------------------------------------------------------------------------------------------------------
EXCESSIVE PARTIAL SURRENDERS & Withdrawals IN EXCESS of the Withdrawals IN EXCESS of the Lifetime
THE DEATH BENEFIT Lifetime Benefit Payment or Benefit Payment or Benefit Payment
Threshold will reduce the Death will reduce the Death Benefit to the
Benefit in proportion to the minimum of Contract Value immediately
reduction in Contract Value due to following the partial Surrender; or
such Surrender the Benefit Amount immediately prior
to the partial Surrender, less the
amount of partial Surrender
SUBSEQUENT PAYMENT LIMITATION None We reserve the right to approve
subsequent Premium Payments after the
first 12 months
Subsequent Premium Payments with a
cumulative total of $100,000 or
greater require prior approval by the
Company. This restriction is not
currently enforced.
JOINT OWNERSHIP Rider may be elected as a Single Single Life only
Life Option or Joint Life Option
</Table>
STATE VARIATIONS. THE FOREGOING DISCUSSION DOES NOT TAKE INTO CONSIDERATION
STATE VARIATIONS, IF ANY.
DEFINITIONS. ALL INITIAL CAPITALIZED TERMS SHALL HAVE SUCH MEANING AS PROVIDED
IN YOUR PROSPECTUS.
III. HOW DOES THE EXCHANGE PROCESS WORK?
- You must complete The Hartford's Lifetime Income Builder Conversion
Program Form to exchange your The Hartford's Lifetime Income Builder
rider. The date that you comply with all our requirements to exchange
your existing The Hartford's Lifetime Income Builder rider
("conversion date") will be the date we use to set your benefits
under your The Hartford's Lifetime Income Builder II rider. We will
also use the conversion date for establishing your eligibility for
this offer.
- Except as modified by this election, your existing Contract and all
other features and functions previously selected will be and remain
in full force and effect.
- You may not cancel your election after the conversion date.
- A prorated final The Hartford's Lifetime Income Builder rider charge
will be assessed as of the conversion date. You will not be charged
for The Hartford's Lifetime Income Builder II until your first
conversion date anniversary and each annual anniversary thereafter.
There are no exchange or transfer fees associated with making this
election.
- Your Contract Value as of the conversion date will become your new
Payment Base. IF YOUR BENEFIT AMOUNT UNDER THE HARTFORD'S LIFETIME
INCOME BUILDER WAS HIGHER THAN YOUR CONTRACT VALUE, YOU WILL NOT
RECEIVE THAT AMOUNT.
- We will not provide any credit for the time that you owned The
Hartford's Lifetime Income Builder rider. Therefore, annual automatic
Payment Base increases will commence on conversion date anniversaries
rather than Contract Anniversaries.
- There are no additional cancellation privileges afforded to you by
participating in this conversion program.
- All joint Owners must consent to this conversion.
<Page>
IV. WHAT OTHER THINGS SHOULD BE CONSIDERED?
- This conversion offer is designed for Contract Owners that intend to
defer taking partial Surrenders in order to increase the Withdrawal
Percent available to set Lifetime Benefit Payments and who otherwise
seek the added flexibility of providing potential lifetime
withdrawals for their Spouse. This conversion may not be suitable for
anyone who may be anticipating an imminent change in the Relevant
Covered Life or any other pertinent Contract parties.
- Lifetime Benefit Payments will not necessarily be the same as, or
higher than, Benefit Payments or Lifetime Benefit Payments available
under The Hartford's Lifetime Income Builder. Withdrawals from the
Lifetime Income Builder II rider may affect the guarantees if the
relevant Covered Life is age 60 or younger.
- After the conversion date, your death benefit will no longer be The
Hartford's Lifetime Income Builder Guaranteed Minimum Death Benefit.
Your new death benefit will be your Contract Value on the conversion
date. If you previously elected the optional death benefits MAV or
MAV Plus, there will be no change to your death benefit. YOUR DEATH
BENEFIT MAY BE REDUCED IF AS OF THE CONVERSION DATE YOUR CONTRACT
VALUE AND PREMIUM PAYMENTS ARE LESS THAN YOUR BENEFIT AMOUNT.
- You should discuss with your registered representative whether or not
converting your rider is suitable for you and your particular needs,
investment horizon and financial plans. YOU SHOULD DISCUSS YOUR
PARTICULAR CIRCUMSTANCES AND THE TAX CONSEQUENCES OF THIS CONVERSION
WITH YOUR TAX ADVISER, AS WE MAKE NO REPRESENTATION REGARDING THE TAX
CONSEQUENCES OF AN EXCHANGE OF THESE RIDERS.
- Please read your prospectus carefully and particularly the
description of each rider and Appendix B -- Optional Benefits
Comparison for a more complete description of the differences between
The Hartford's Lifetime Income Builder and The Hartford's Lifetime
Income Builder II.
- We are not obligated to offer rider exchange privileges if and once
this offer is withdrawn.
- This offer is not available through all broker/dealers.
- Lifetime Benefit Payments under The Hartford's Lifetime Income
Builder II do not reduce the Payment Base; therefore the fee of 0.40%
of Payment Base will never be applied to an amount less than your
initial Payment Base. HOWEVER, IN THE EVENT THAT AN EXCESS WITHDRAWAL
IS TAKEN, OR A WITHDRAWAL IS MADE IN A NON-ELIGIBLE WITHDRAWAL YEAR,
THE PAYMENT BASE WILL BE REDUCED BY THE METHODS DESCRIBED IN YOUR
PROSPECTUS.
- Your annuitization options for each rider may differ and your
guarantee period under The Hartford's Lifetime Income Builder II may
be less than under The Hartford's Lifetime Income Builder. If you
select The Hartford's Lifetime Income Builder II Joint Life Option,
the payment will be based on both Covered Lives. Please refer to your
prospectus for details.
<Page>
LIFETIME INCOME BUILDER
The following example is intended to reflect the effect of positive market
performance on The Hartford's Lifetime Income Builder Benefit Amount, Death
Benefit, and Rider Fee, and on The Hartford's Lifetime Income Builder II Payment
Base, Death Benefit, and Rider Fee.
<Table>
<Caption>
ACCOUNT BENEFIT GUARANTEED BENEFIT DEATH BENEFIT ACCOUNT
AGE BOY RETURN VALUE BOY AMOUNT BOY WD ACTUAL WD AMOUNT EOY EOY VALUE EOY FEE
- ----------------------------------------------------------------------------------------------------------------------
60 0.06 $100,000 $100,000 $5,000 $5,000 $95,665 $95,665 $100,700 $383
61 0.06 $100,317 $95,665 $5,000 $5,000 $90,968 $90,968 $101,036 $364
62 0.06 $100,673 $90,968 $5,000 $5,000 $86,288 $86,288 $101,413 $345
63 0.06 $101,068 $86,288 $5,000 $5,000 $81,624 $81,624 $101,832 $326
64 0.06 $101,505 $81,624 $5,000 $5,000 $76,973 $76,973 $102,296 $308
65 0.06 $101,988 $76,973 $5,000 $5,000 $72,333 $72,333 $102,807 $289
66 0.06 $102,518 $72,333 $5,000 $5,000 $67,701 $67,701 $103,369 $271
67 0.06 $103,098 $67,701 $5,000 $5,000 $63,074 $63,074 $103,984 $252
68 0.06 $103,731 $63,074 $5,000 $5,000 $58,449 $58,449 $104,655 $234
69 0.06 $104,422 $58,449 $5,000 $5,000 $53,822 $53,822 $105,387 $215
70 0.06 $105,172 $53,822 $5,000 $5,000 $49,191 $49,191 $106,182 $197
71 0.06 $105,985 $49,191 $5,000 $5,000 $44,550 $44,550 $107,044 $178
72 0.06 $106,866 $44,550 $5,000 $5,000 $39,895 $39,895 $107,978 $160
73 0.06 $107,818 $39,895 $5,000 $5,000 $35,221 $35,221 $108,987 $141
74 0.06 $108,847 $35,221 $5,000 $5,000 $30,523 $30,523 $110,077 $122
75 0.06 $109,955 $30,523 $5,000 $5,000 $25,796 $25,796 $111,253 $103
76 0.06 $111,149 $25,796 $5,000 $5,000 $20,796 $20,796 $112,518 $83
77 0.06 $112,435 $20,796 $5,000 $5,000 $15,796 $15,796 $113,881 $63
78 0.06 $113,818 $15,796 $5,000 $5,000 $10,796 $10,796 $115,347 $43
79 0.06 $115,304 $10,796 $5,000 $5,000 $5,796 $5,796 $116,922 $23
80 0.06 $116,899 $5,796 $5,000 $5,000 $796 $796 $118,613 $3
81 0.06 $118,610 $796 $5,000 $5,000 $0 $0 $120,426 $0
82 0.06 $120,426 $0 $5,000 $5,000 $0 $0 $122,352 $0
83 0.06 $122,352 $0 $5,000 $5,000 $0 $0 $124,393 $0
84 0.06 $124,393 $0 $5,000 $5,000 $0 $0 $126,557 $0
85 0.06 $126,557 $0 $5,000 $5,000 $0 $0 $128,850 $0
</Table>
<Table>
<Caption>
ASSUMPTIONS: LEGEND:
- --------------------------------------------------------------------------------------------
Age 60 BOY Beginning of Year
Annual withdrawals taken, within limit EOY End of Year
Market Performance = Annual 6% Gain WD Withdrawal
</Table>
<Page>
LIFETIME INCOME BUILDER II
The following example is intended to reflect the effect of positive market
performance on The Hartford's Lifetime Income Builder Benefit Amount, Death
Benefit, and Rider Fee, and on The Hartford's Lifetime Income Builder II Payment
Base, Death Benefit, and Rider Fee.
<Table>
<Caption>
ACCOUNT PAYMENT GUARANTEED MAXIMUM PAYMENT DEATH ACCOUNT
AGE BOY RETURN VALUE BOY BASE BOY WD WD ACTUAL WD BASE EOY BENEFIT EOY VALUE EOY FEE
- -----------------------------------------------------------------------------------------------------------------------------
60 0.06 $100,000 $100,000 $5,000 $5,000 $5,000 $100,000 $95,000 $100,700 $403
61 0.06 $100,297 $100,700 $5,035 $5,035 $5,000 $100,700 $90,000 $101,015 $404
62 0.06 $100,611 $101,015 $5,051 $5,051 $5,000 $101,015 $85,000 $101,348 $405
63 0.06 $100,942 $101,348 $5,067 $5,067 $5,000 $101,348 $80,000 $101,699 $407
64 0.06 $101,292 $101,699 $5,085 $5,085 $5,000 $101,699 $75,000 $102,069 $408
65 0.06 $101,661 $102,069 $5,103 $5,103 $5,000 $102,069 $70,000 $102,461 $410
66 0.06 $102,051 $102,461 $5,123 $5,123 $5,000 $102,461 $65,000 $102,874 $411
67 0.06 $102,463 $102,874 $5,144 $5,144 $5,000 $102,874 $60,000 $103,310 $413
68 0.06 $102,897 $103,310 $5,166 $5,166 $5,000 $103,310 $55,000 $103,771 $415
69 0.06 $103,356 $103,771 $5,189 $5,189 $5,000 $103,771 $50,000 $104,257 $417
70 0.06 $103,840 $104,257 $5,213 $5,213 $5,000 $104,257 $45,000 $104,771 $419
71 0.06 $104,352 $104,771 $5,239 $5,239 $5,000 $104,771 $40,000 $105,313 $421
72 0.06 $104,891 $105,313 $5,266 $5,266 $5,000 $105,313 $35,000 $105,885 $424
73 0.06 $105,461 $105,885 $5,294 $5,294 $5,000 $105,885 $30,000 $106,489 $426
74 0.06 $106,063 $106,489 $5,324 $5,324 $5,000 $106,489 $25,000 $107,127 $429
75 0.06 $106,698 $107,127 $5,356 $5,356 $5,000 $107,127 $20,000 $107,800 $431
76 0.06 $107,369 $107,800 $5,390 $5,390 $5,000 $107,800 $15,000 $108,511 $434
77 0.06 $108,077 $108,511 $5,426 $5,426 $5,000 $108,511 $10,000 $109,262 $437
78 0.06 $108,825 $109,262 $5,463 $5,463 $5,000 $109,262 $5,000 $110,054 $440
79 0.06 $109,614 $110,054 $5,503 $5,503 $5,000 $110,054 $0 $110,891 $444
80 0.06 $110,447 $110,891 $5,545 $5,545 $5,000 $110,891 $0 $111,774 $444
81 0.06 $111,330 $110,891 $5,545 $5,567 $5,000 $110,891 $0 $112,710 $444
82 0.06 $112,267 $110,891 $5,545 $5,613 $5,000 $110,891 $0 $113,703 $444
83 0.06 $113,259 $110,891 $5,545 $5,663 $5,000 $110,891 $0 $114,755 $444
84 0.06 $114,311 $110,891 $5,545 $5,716 $5,000 $110,891 $0 $115,870 $444
85 0.06 $115,426 $110,891 $5,545 $5,771 $5,000 $110,891 $0 $117,052 $444
</Table>
<Table>
<Caption>
ASSUMPTIONS: LEGEND:
- ---------------------------------------------------------------------------------------
Age 60 BOY Beginning of Year
Annual withdrawals taken, within limit EOY End of Year
Market Performance = Annual 6% Gain WD Withdrawal
</Table>
<Page>
LIFETIME INCOME BUILDER
The following example is intended to reflect the effect of negative market
performance on The Hartford's Lifetime Income Builder Benefit Amount, Death
Benefit, and Rider Fee, and on The Hartford's Lifetime Income Builder II Payment
Base, Death Benefit, and Rider Fee.
<Table>
<Caption>
DEATH BENEFIT
ACCOUNT BENEFIT GUARANTEED BENEFIT EOY = BA ACCOUNT
AGE BOY RETURN VALUE BOY AMOUNT BOY WD ACTUAL WD AMOUNT EOY EOY VALUE EOY FEE
- ----------------------------------------------------------------------------------------------------------------------
60 -0.06 $100,000 $100,000 $5,000 $5,000 $84,835 $84,835 $89,300 $339
61 -0.06 $88,961 $84,835 $5,000 $5,000 $79,835 $79,835 $78,923 $319
62 -0.06 $78,604 $79,835 $5,000 $5,000 $74,835 $74,835 $69,187 $299
63 -0.06 $68,888 $74,835 $5,000 $5,000 $69,835 $69,835 $60,055 $279
64 -0.06 $59,775 $69,835 $5,000 $5,000 $64,835 $64,835 $51,489 $259
65 -0.06 $51,230 $64,835 $5,000 $5,000 $59,835 $59,835 $43,456 $239
66 -0.06 $43,217 $59,835 $5,000 $5,000 $54,835 $54,835 $35,924 $219
67 -0.06 $35,704 $54,835 $5,000 $5,000 $49,835 $49,835 $28,862 $199
68 -0.06 $28,663 $49,835 $5,000 $5,000 $44,835 $44,835 $22,243 $179
69 -0.06 $22,063 $44,835 $5,000 $5,000 $39,835 $39,835 $16,040 $159
70 -0.06 $15,880 $39,835 $5,000 $5,000 $34,835 $34,835 $10,228 $139
71 -0.06 $10,088 $34,835 $5,000 $5,000 $29,835 $29,835 $4,783 $119
72 -0.06 $4,664 $29,835 $5,000 $5,000 $24,835 $24,835 $0 $0
73 -0.06 $0 $24,835 $5,000 $5,000 $19,835 $19,835 $0 $0
74 -0.06 $0 $19,835 $5,000 $5,000 $14,835 $14,835 $0 $0
75 -0.06 $0 $14,835 $5,000 $5,000 $9,835 $9,835 $0 $0
76 -0.06 $0 $9,835 $5,000 $5,000 $4,835 $4,835 $0 $0
77 -0.06 $0 $4,835 $5,000 $5,000 $0 $0 $0 $0
78 -0.06 $0 $0 $5,000 $5,000 $0 $0 $0 $0
79 -0.06 $0 $0 $5,000 $5,000 $0 $0 $0 $0
80 -0.06 $0 $0 $5,000 $5,000 $0 $0 $0 $0
81 -0.06 $0 $0 $5,000 $5,000 $0 $0 $0 $0
82 -0.06 $0 $0 $5,000 $5,000 $0 $0 $0 $0
83 -0.06 $0 $0 $5,000 $5,000 $0 $0 $0 $0
84 -0.06 $0 $0 $5,000 $5,000 $0 $0 $0 $0
85 -0.06 $0 $0 $5,000 $5,000 $0 $0 $0 $0
</Table>
<Table>
<Caption>
ASSUMPTIONS: LEGEND:
- ---------------------------------------------------------------------------------------
Age 60 BOY Beginning of Year
Annual withdrawals taken, within limit EOY End of Year
Market Performance = Annual 6% Loss WD Withdrawal
</Table>
<Page>
LIFETIME INCOME BUILDER II
The following example is intended to reflect the effect of negative market
performance on The Hartford's Lifetime Income Builder Benefit Amount, Death
Benefit, and Rider Fee, and on The Hartford's Lifetime Income Builder II Payment
Base, Death Benefit, and Rider Fee.
<Table>
<Caption>
ACCOUNT PAYMENT GUARANTEED MAXIMUM PAYMENT DEATH ACCOUNT
AGE BOY RETURN VALUE BOY BASE BOY WD WD ACTUAL WD BASE EOY BENEFIT EOY VALUE EOY FEE
- ---------------------------------------------------------------------------------------------------------------------------
60 -0.06 $100,000 $100,000 $5,000 $5,000 $5,000 $100,000 $95,000 $89,300 $400
61 -0.06 $88,900 $100,000 $5,000 $5,000 $5,000 $100,000 $90,000 $78,866 $400
62 -0.06 $78,466 $100,000 $5,000 $5,000 $5,000 $100,000 $85,000 $69,058 $400
63 -0.06 $68,658 $100,000 $5,000 $5,000 $5,000 $100,000 $80,000 $59,839 $400
64 -0.06 $59,439 $100,000 $5,000 $5,000 $5,000 $100,000 $75,000 $51,172 $400
65 -0.06 $50,772 $100,000 $5,000 $5,000 $5,000 $100,000 $70,000 $43,026 $400
66 -0.06 $42,626 $100,000 $5,000 $5,000 $5,000 $100,000 $65,000 $35,368 $400
67 -0.06 $34,968 $100,000 $5,000 $5,000 $5,000 $100,000 $60,000 $28,170 $400
68 -0.06 $27,770 $100,000 $5,000 $5,000 $5,000 $100,000 $55,000 $21,404 $400
69 -0.06 $21,004 $100,000 $5,000 $5,000 $5,000 $100,000 $50,000 $15,044 $400
70 -0.06 $14,644 $100,000 $5,000 $5,000 $5,000 $100,000 $45,000 $9,065 $400
71 -0.06 $8,665 $100,000 $5,000 $5,000 $5,000 $100,000 $40,000 $3,445 $400
72 -0.06 $3,045 $100,000 $5,000 $5,000 $5,000 $100,000 $35,000 $0 $400
73 -0.06 $0 $100,000 $5,000 $5,000 $5,000 $100,000 $30,000 $0 $0
74 -0.06 $0 $100,000 $5,000 $5,000 $5,000 $100,000 $25,000 $0 $0
75 -0.06 $0 $100,000 $5,000 $5,000 $5,000 $100,000 $20,000 $0 $0
76 -0.06 $0 $100,000 $5,000 $5,000 $5,000 $100,000 $15,000 $0 $0
77 -0.06 $0 $100,000 $5,000 $5,000 $5,000 $100,000 $10,000 $0 $0
78 -0.06 $0 $100,000 $5,000 $5,000 $5,000 $100,000 $5,000 $0 $0
79 -0.06 $0 $100,000 $5,000 $5,000 $5,000 $100,000 $0 $0 $0
80 -0.06 $0 $100,000 $5,000 $5,000 $5,000 $100,000 $0 $0 $0
81 -0.06 $0 $100,000 $5,000 $5,000 $5,000 $100,000 $0 $0 $0
82 -0.06 $0 $100,000 $5,000 $5,000 $5,000 $100,000 $0 $0 $0
83 -0.06 $0 $100,000 $5,000 $5,000 $5,000 $100,000 $0 $0 $0
84 -0.06 $0 $100,000 $5,000 $5,000 $5,000 $100,000 $0 $0 $0
85 -0.06 $0 $100,000 $5,000 $5,000 $5,000 $100,000 $0 $0 $0
</Table>
<Table>
<Caption>
ASSUMPTIONS: LEGEND:
- ---------------------------------------------------------------------------------------
Age 60 BOY Beginning of Year
Annual withdrawals taken, within limit EOY End of Year
Market Performance = Annual 6% Loss WD Withdrawal
</Table>
<Page>
PLEASE KEEP THIS SUPPLEMENT WITH YOUR PROSPECTUS AND RETAIN IT FOR FUTURE
REFERENCE.
HV-6137