485APOS 1 a12-19466_1485apos.txt 485APOS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 2012 FILE NO. 333-119414 811-08584 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ PRE-EFFECTIVE AMENDMENT NO. / / POST-EFFECTIVE AMENDMENT NO. 19 /X/ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 218 /X/ HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT THREE (Exact Name of Registrant) HARTFORD LIFE INSURANCE COMPANY (Name of Depositor) P.O. BOX 2999 HARTFORD, CT 06104-2999 (Address of Depositor's Principal Offices) (860) 843-8335 (Depositor's Telephone Number, Including Area Code) LISA PROCH HARTFORD LIFE INSURANCE COMPANY P.O. BOX 2999 HARTFORD, CT 06104-2999 (Name and Address of Agent for Service) ------------ APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT. ------------ It is proposed that this filing will become effective: / / immediately upon filing pursuant to paragraph (b) of Rule 485 / / on November , 2012 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. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ The Prospectus and Statement of Additional Information (including financial statements) are incorporated in Part A of this Post-Effective Amendment No. 19, by reference to Post-Effective Amendment No. 18 to the Registration Statement on Form N-4 (File No. 333-119414), as filed on April 23, 2012. A Supplement to the Prospectus, dated November [ ], 2012, is included in Part A of this Post-Effective Amendment. PART A SUPPLEMENT DATED [ ] 2012 ENHANCED SURRENDER VALUE OFFER FOR ELIGIBLE CONTRACTS WITH THE LIFETIME INCOME BUILDER II RIDER For a limited time, the Company will make an Enhanced Surrender Value Offer to Eligible Contract Owners who have the Lifetime Income Builder II optional guaranteed minimum withdrawal benefit rider. If you are eligible for the Enhanced Surrender Value Offer, the Company will notify you in writing. If you accept the Enhanced Surrender Value Offer, you will FULLY SURRENDER your Contract and all riders, including the Lifetime Income Builder II rider and any guaranteed living or Death Benefits will terminate. In return, we will pay you the Enhanced Surrender Value, which may be an additional, enhanced amount above the Contract's current Surrender Value. You are not required to accept the Enhanced Surrender Value Offer and you do not need to take any action if you do not accept the Enhanced Surrender Value Offer. You are encouraged to discuss this offer with your Registered Representative, tax adviser and/or your financial adviser to determine if this offer is suitable for your particular circumstances and needs. THIS ENHANCED SURRENDER VALUE OFFER IS NOT INTENDED FOR ALL CONTRACT OWNERS AND IN CERTAIN CIRCUMSTANCES MAY NOT BE IN YOUR BEST INTEREST. We are making this offer because high market volatility, declines in the equity markets and the low interest rate environment make continuing to provide the Lifetime Income Builder II rider costly to us. We believe this Enhanced Surrender Value Offer can be mutually beneficial to both us and Contract Owners who no longer need or want the variable annuity Contract and Lifetime Income Benefit II rider. If you accept this offer, we would gain a financial benefit because we would no longer incur the cost of maintaining expensive reserves for the guarantees offered in the Contract and rider(s). You would benefit because you would receive an increase in your Contract's Surrender Value and your fees would cease. WHO IS ELIGIBLE TO PARTICIPATE IN THE ENHANCED SURRENDER VALUE OFFER? The Enhanced Surrender Value Offer is available to Contract Owners who meet ALL of the following qualifications; we refer to Contract Owners that meet all of these qualifications as "Eligible Contract Owners": You must own one or more of the following series of contracts from Hartford Life Insurance Company or Hartford Life and Annuity Insurance Company as of the date you accept the Enhanced Surrender Value Offer: - The Director M - The Director M Access - The Director M Edge - The Director M Plus - The Director M Outlook - Hartford Leaders Series III - Hartford Leaders Access Series III - Hartford Leaders Edge Series III - Hartford Leaders Plus Series III - Hartford Leaders Outlook Series III You must have elected and currently maintain the Hartford's Lifetime Income Builder II rider. You must not have elected the optional death benefits Maximum Anniversary Value or Maximum Anniversary Value Plus. You must not have reached your Annuity Commencement Date or annuitized your Contract. You must not be receiving Lifetime Benefit Payments under the Lifetime Income Builder II where your Contract Value has been reduced to below our minimum Contract Value. You must not have submitted additional premium payments after the date of this supplement unless the payment was made under our InvestEase Program. Your state must have approved the Enhanced Surrender Value Offer contract rider. You must be a customer of a Financial Intermediary. We must receive a signed acknowledgement and liquidation request in good order at our Administrative Offices accepting the Enhanced Surrender Value Offer before the expiration of the Enhanced Surrender Value Offer. If there is a Joint Contract Owner, both Owners must sign both forms. IF WE DO NOT RECEIVE A COMPLETE ACKNOWLEDGEMENT FORM WITH YOUR FULL SURRENDER REQUEST WE WILL PROCESS THE FULL SURRENDER BUT YOU WILL NOT RECEIVE THE ENHANCED SURRENDER VALUE. YOU MAY CALL US AT 1 800 862-6668 TO CONFIRM WHETHER OR NOT YOU ARE AN ELIGIBLE CONTRACT OWNER. HOW IS THE ENHANCED SURRENDER VALUE DETERMINED? If you are an Eligible Contract Owner and you have accepted the Enhanced Surrender Value Offer, you will Surrender your Contract, Lifetime Income Builder II rider and any other rider associated with your Contract and they will terminate. We will pay you the Enhanced Surrender Value amount which is the greater of: (a) Contract Value on the full Surrender date. Any applicable fees upon Surrender will be waived; or (b) Contract Value on the full Surrender date plus 20% of Payment Base subject to a cap of 90% of Payment Base. We will determine your Payment Base as of the date of this supplement. The cap will only be adjusted for any partial Surrenders taken prior to our receipt of your signed acknowledgement and full Surrender request. No automatic Payment Base increases will apply during this period if you accept this offer. We will calculate your Enhanced Surrender Value as of the Valuation Date after receipt of your properly completed acknowledgement and full Surrender request and any other administrative forms required. Please see Examples 1-3 below for an illustration of the Enhanced Surrender Value amount calculation. YOU MAY CALL US AT 1 800 862-6668 TO DETERMINE YOUR CURRENT ENHANCED SURRENDER VALUE. YOUR SURRENDER VALUE USED IN COMPUTING THIS AMOUNT FLUCTUATES ON A DAILY BASIS AND YOUR ENHANCED SURRENDER VALUE MAY BE DIFFERENT ON THE DATE OF SURRENDER. HOW DOES THE ENHANCED SURRENDER VALUE OFFER WORK? WE MUST RECEIVE YOUR SIGNED ACKNOWLEDGEMENT AND FULL SURRENDER REQUEST IN GOOD ORDER AT OUR ADMINISTRATIVE OFFICES TO ACCEPT THE ENHANCED SURRENDER VALUE OFFER. Acceptance of the Enhanced Surrender Value Offer will constitute a full Surrender of your Contract and all riders. You may Surrender more than one Contract, if eligible. Partial Surrenders will not be permitted. You can only accept this offer in its entirety. If we do not receive your acceptance before the offer expires, we will consider you to have rejected this offer. No payments will be made to you except for the Enhanced Surrender Value. No Contingent Deferred Sales Charges, rider charges or any other fees will apply to amounts Surrendered. After we receive your signed acknowledgement and liquidation request in good order at our Administrative Offices, we will calculate your Enhanced Surrender Value Offer amount. We will terminate your Contract and all riders, issue your Enhanced Surrender Value Offer rider, and pay you the Enhanced Surrender Value amount. You must return your existing Contract to us (unless lost or destroyed). You cannot reinstate your Contract after it is terminated. WHAT OTHER THINGS MIGHT BE CONSIDERED? WE CANNOT RECOMMEND WHETHER OR NOT THE ENHANCED SURRENDER VALUE OFFER IS THE RIGHT CHOICE FOR YOU. PLEASE DISCUSS THE MERITS OF THIS ENHANCED SURRENDER VALUE OFFER WITH YOUR REGISTERED REPRESENTATIVE TO BE SURE THAT THE ENHANCED SURRENDER VALUE OFFER IS SUITABLE FOR YOU BASED ON YOUR PARTICULAR CIRCUMSTANCES. You and your Registered Representative, tax adviser and/or financial adviser must consider whether accepting the Enhanced Surrender Value Offer amount is appropriate for you versus maintaining your Contract, Death Benefit protection, tax deferral, ability to receive lifetime annuity payments based on guaranteed annuity purchase rates, guaranteed lifetime income and Death Benefit protection provided under the Lifetime Income Builder II rider, and any benefits provided under other riders you may own. A full Surrender of your Contract may be taxable to you. You are urged to review this offer with your tax adviser regarding the tax consequences of liquidating your Contract and the tax treatment of the Enhanced Surrender Value Offer amount. A 10% tax penalty also may apply if you Surrender before age 59 1/2. Please carefully review the Tax Considerations section of the prospectus for additional information. In your evaluation of the Enhanced Surrender Value Offer, you should consult with your Registered Representative, your tax adviser, financial adviser and potentially any beneficiaries named in the Contract to determine whether you still need or may need the guaranteed lifetime income provided by the Lifetime Income Benefit II rider and/or the Death Benefit provided by your Contract. YOUR ENHANCED SURRENDER VALUE AMOUNT MAY BE EQUAL TO -- OR NOT SIGNIFICANTLY DIFFERENT FROM -- YOUR EXISTING SURRENDER VALUE, WHICH MEANS YOU MAY BE SURRENDERING YOUR CONTRACT AND RIDER(S) WITHOUT ANY ADDITIONAL BENEFIT TO YOU. If you plan on using the Enhanced Surrender Value to purchase a new annuity contract, you should compare both contracts carefully. There will be a new surrender charge period on the new contract, charges may be higher, and benefits may be different. IF YOU ACCEPT THE ENHANCED SURRENDER VALUE OFFER, YOU WILL RECEIVE THE ENHANCED SURRENDER VALUE OFFER AMOUNT WHICH MAY BE LESS THAN THE AMOUNT YOU WOULD HAVE RECEIVED DURING YOUR LIFETIME UNDER YOUR CONTRACT AND THE LIFETIME INCOME BUILDER II RIDER (AND OTHER RIDERS YOU MAY OWN). YOU WILL ALSO LOSE ALL DEATH BENEFITS UNDER YOUR CONTRACT OR RIDER(S), INCLUDING ANY STANDARD OR OPTIONAL DEATH BENEFIT. ENHANCED SURRENDER VALUE OFFER EXAMPLES: EXAMPLE 1 Assume the Lifetime Income Benefit II Payment Base is $100,000 and the Contract Value is $60,000. The amount of the Enhanced Surrender Value offer is $80,000, $20,000 higher than the current Contract Value. Assume the Contract Owner accepts the offer 30 days later at which time the Contract Value has decreased to $54,000. Further assume there are no changes to any other facts that affect the calculation of the offer amount. The amount of the Enhanced Surrender Value offer would be $74,000, $20,000 higher than the Contract Value of $54,000 on the Valuation Day we receive your signed acknowledgement form and full surrender request in good order. EXAMPLE 2 Assume the Lifetime Income Benefit II Payment Base is $100,000 and the Contract Value is $60,000. The amount of the Enhanced Surrender Value offer is $80,000, $20,000 higher than the current Contract Value. Assume the Contract Owner accepts the offer 30 days later at which time the Contract Value has increased to $72,000. Further assume there are no changes to any other facts that affect the calculation of the offer amount. The amount of the Enhanced Surrender Value offer would be $90,000, $18,000 higher than the Contract Value of $72,000 on the Valuation Day we receive your signed acknowledgement form and full surrender request in good order. EXAMPLE 3 Assume the Lifetime Income Benefit II Payment Base is $100,000 and the Contract Value is $60,000. The amount of the Enhanced Surrender Value offer is $80,000, $20,000 higher than the current Contract Value. Assume the Contract Owner withdraws $4,800 after the offer date and the Contract Value including the $4,800 withdrawals decreases to $56,500 on the date the offer is accepted. Further assume there are no changes to any other facts that affect the calculation of the offer amount. The amount of the Enhanced Surrender Value offer would be $76,500, $20,000 higher than the Contract Value of $56,500 on the Valuation Day we receive your signed acknowledgement form and full surrender request in good order. The Enhanced Surrender Value Offer is available for a limited time. The Company will provide written notice to you when the program commences and reserves the right to terminate or suspend this program completely or in any state at any time. This program may be suspended without notice and different and/or more favorable programs may be offered to other Contract Owners in the future. We reserve the right to reject any request to accept the Enhanced Surrender Value Offer. The Enhanced Surrender Value Offer may not be available in all states, through all Financial Intermediaries or for all contracts. THIS SUPPLEMENT SHOULD BE RETAINED WITH YOUR PROSPECTUS FOR FUTURE REFERENCE HV-7404 PART C OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (a) All financial statements are included in Part A and Part B of the Registration Statement. (b) (1) Resolution of the Board of Directors of Hartford Life Insurance Company ("Hartford") authorizing the establishment of the Separate Account.(1) (2) Not applicable. (3) (a) Amended and Restated Principal Underwriter Agreement.(2) (3) (b) Form of Dealer Agreement.(3) (4) (a) Form of Individual Flexible Premium Variable Annuity Contract.(4) (4) (b) Enhanced Death Benefit Rider(5) (4) (c) Premium Protection Death Benefit Rider(5) (4) (d) Asset Protection Death Benefit Rider(5) (4) (e) Principal First(5) (4) (f) Principal First Preferred(5) (4) (g) Unified Benefit Rider(5) (4) (h) Lifetime Income Foundation Rider (Single)(5) (4) (i) Lifetime Income Foundation Rider (Joint Life / Single)(5) (4) (j) Lifetime Income Builder II Rider (Single)(5) (4) (k) Lifetime Income Builder II Rider (Joint Life / Spousal)(5) (4) (l) The Hartford's Lifetime Income Builder Selects Rider (Single)(5) (4) (m) The Hartford's Lifetime Income Builder Selects Rider (Joint Life / Spousal)(5) (4) (n) The Hartford's Lifetime Income Builder Portfolios Rider (Single)(5) (4) (o) The Hartford's Lifetime Income Builder Portfolios Rider (Joint Life / Spousal)(5) (5) Form of Application.(4) (6) (a) Certificates of Incorporation of Hartford.(2) (6) (b) By-Laws of the Hartford.(2) (7) Reinsurance Agreements and Amendments (a) ACE Tempest Life Reinsurance Ltd.(5) (b) Swiss Re Life & Health America, Inc. (HL)(5) (c) Swiss Re Life & Health America, Inc. (HLA)(5) (8) Fund Participation Agreements and Amendments (a) AIM Variable Insurance Funds(5) (b) AllianceBernstein Variable Products Series Fund, Inc.(5) (c) Fidelity Variable Insurance Products Funds(5) (d) Hartford HLS Series Fund II, Inc.(5) Hartford Series Fund, Inc.(5) (e) Lord Abbett Series Fund, Inc.(5) (f) Oppenheimer Variable Account Funds(5) (g) Putnam Variable Trust(5) (h) The Universal Institutional Funds, Inc.(5) (i) Guarantee Agreement, between Hartford Fire Insurance Company and Hartford Life and Accident Insurance Company and its wholly owned subsidiary, Hartford Life Insurance Company, dated as of January 1, 1990.(6) (j) Guarantee between Hartford Life Insurance Company and ITT Hartford International Life Reassurance Corporation, dated August 29, 1994 and effective as of May 1, 1993.(6) (k) Guarantee Agreement, between Hartford Life Insurance Company and ITT Comprehensive Employee Benefit Service Company, its wholly owned subsidiary, dated as of April 1, 1997.(6) (l) Guarantee Agreement, between Hartford Life Insurance Company and ITT Hartford Life and Annuity Insurance Company, dated as of May 23, 1997.(6) (m) Capital Maintenance Agreement by and between Hartford Life Insurance Company and Hartford Life, Inc. dated March 12, 2001. (6) (9) Opinion and Consent of Lisa Proch, Assistant General Counsel to be filed by Amendment. (10) Consent of Deloitte & Touche LLP to be filed by Amendment. (11) No financial Statements are omitted. (12) Not applicable. (99) Copy of Power of Attorney.
------------ (1) Incorporated by reference to Post-Effective Amendment No. 2, to the Registration Statement File No. 033-80738, filed on April 26, 1995. (2) Incorporated by reference to Post-Effective Amendment No. 3, to the Registration Statement File No. 333-148564, filed on February 9, 2009. (3) Incorporated by reference to Post-Effective Amendment No. 2, to the Registration Statement File No. 033-73570, filed on May 1, 1996. (4) Incorporated by reference to Pre-Effective Amendment No. 1, to the Registration Statement File No. 333-101923, filed on April 7, 2003. (5) Incorporated by reference to Post Effective Amendment No. 18, to the Registration Statement File No. 333-119414, filed on April 23, 2012. (6) Incorporated by reference to Post-Effective Amendment No. 10, to the Registration Statement on Form N-4, File No. 333-148564, filed on May 3, 2010. ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
NAME POSITION WITH HARTFORD ------------------------------------------------------------------------------------------------------------------ Lydia M. Anderson (1) Vice President Ricardo Anzaldua (1) Assistant Secretary, Senior Vice President Robert Arena Executive Vice President Thomas S. Barnes Vice President Thomas E. Bartell Vice President Beth A. Bombara (1) Chief Executive Officer, President, Chairman of the Board, Director* John B. Brady Actuary, Vice President Kathleen M. Bromage (1) Senior Vice President Christopher S. Brown (2) Vice President David A. Bulin Vice President Michelle L. Buswell (3) Vice President Thomas A. Campbell Actuary, Vice President Jennifer Centrone Vice President Karen Chamberlain (3) Vice President Michael R. Chesman (1) Senior Vice President Jared A. Collins (4) Vice President Michael Concannon Executive Vice President Ellen Conway Vice President Robert A. Cornell Actuary, Vice President Rochelle S. Cummings Vice President James Davey Executive Vice President Raymond E. DiDonna (1) Vice President Joseph G. Eck (5) Vice President George Eknaian Senior Vice President Mark A. Esposito (1) Senior Vice President Tamara L. Fagely (6) Vice President Richard D. Fergesen (7) Vice President Michael Fish Actuary, Vice President Michael Frechette (1) Vice President J. Bradford Galiney Vice President John W. Gallant Vice President John Glooch Vice President Andrew S. Golfin, Jr. (1) Vice President Christopher M. Grinnell Vice President Richard Guerrini Vice President Christopher J. Hanlon (2) Senior Vice President Stephen B. Harris (1) Vice President Michael R. Hazel Vice President, Controller Andrew Hersey Vice President Michael J. Hession (1) Senior Vice President Elizabeth Horvath Actuary, Vice President Penelope A. Hrib (8) Actuary, Vice President Jeannie M. Iannello (9) Vice President Donna R. Jarvis Actuary, Vice President Thomas D. Jones Vice President Kathleen E. Jorens (1) Assistant Treasurer, Vice President Kristine J. Kelliher (1) Vice President
NAME POSITION WITH HARTFORD ------------------------------------------------------------------------------------------------------------------ Michael Knipper (1) Senior Vice President Alan J. Kreczko (1) Executive Vice President, General Counsel David R. Kryzanski (3) Vice President Brian P. Laubacker (10) Vice President/Regional Sales Michael LeBoeuf Vice President Christopher M. Lewis (2) Senior Vice President Edward P. Macdonald Vice President Dana S. MacKinnon Vice President Marialise Maroun (1) Vice President Patrick H. McEvoy (7) Senior Vice President William P. Meaney(2) Senior Vice President Vernon Meyer Senior Vice President Donato L. Monaco Vice President Harry S. Monti, Jr. (3) Vice President Thomas Moran (1) Director of Taxes, Senior Vice President Craig D. Morrow Appointed Actuary, Vice President Brian Murphy Executive Vice President Brian J. Neary Vice President Mark J. Niland (2) Senior Vice President, Director* Robert W. Paiano (1) Treasurer, Senior Vice President, Director* Brian Pedersen Vice President Thomas C. Peloquin (1) Vice President/Financial Management Colleen Pernerewski Vice President, Chief Compliance Officer of Individual Annuity Glen-Roberts Pitruzzello (1) Vice President Robert E. Primmer Senior Vice President Darryl T. Rapini (1) Vice President Kari A. Ratajczak Vice President Sharon A. Ritchey Executive Vice President David C. Robinson (1) Senior Vice President Stephen A. Roche Vice President Lori A. Rodden (1) Vice President John P. Rogers (1) Vice President Beverly L. Rohlik (9) Assistant Vice President, Chief Compliance Officer of Separate Accounts Michael J. Roscoe Actuary, Senior Vice President Andrew Rubino Vice President Eric Russman Vice President Peter F. Sannizzaro Senior Vice President Chief Accounting Officer, Chief Financial Officer Wade A. Seward Vice President Michael J. Shamburger Vice President Terence Shields (1) Assistant Vice President, Corporate Secretary Mark Sides (2) Vice President Robert R. Siracusa Vice President Mark M. Socha (1) Vice President Kenneth J. Somers Vice President Martin A. Swanson Vice President Connie Tang (1) Actuary, Vice President Diane E. Tatelman Vice President Anthony Vidovich (1) Vice President Joanie Wieleba (1) Vice President
NAME POSITION WITH HARTFORD ------------------------------------------------------------------------------------------------------------------ Scott D. Witter (3) Vice President Jane Wolak (3) Senior Vice President James M. Yanosy (1) Senior Vice President
------------ Unless otherwise indicated, the principal business address of each of the above individuals is 200 Hopmeadow Street, Simsbury, CT 06089. * Denotes Board of Directors. (1) Address: One Hartford Plaza, Hartford, CT 06155 (2) Address: 55 Farmington Avenue, Hartford, CT 06105 (3) Address: 1 Griffin Road North, Windsor, CT 06095-1512 (4) Address: 31 St. James Ave., Suite 600, Boston, MA 02116-4190 (5) Address: 100 High Street, Boston, MA 02110-2301 (6) Address: 500 Bielenberg Drive, Woodbury, MN 55125 (7) Address: 7755 3rd Street North, Oakdale, MN 55128 (8) Address: 100 Campus Drive, Florham Park, NJ 07932-1006 (9) Address: 6820 Wedgwood Road North, Maple Grove, MN 55311-3574 (10) Address: 12412 Powerscourt Drive, Saint Louis, MO 63131 ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT. Incorporated by reference to Post-Effective amendment No. 3 to the Registration Statement File No. 333-176150 filed on April 23, 2012. ITEM 27. NUMBER OF CONTRACT OWNERS As of September 30, 2012, there were 2,345 Contract Owners. ITEM 28. INDEMNIFICATION Section 33-776 of the Connecticut General Statutes states that: "a corporation may provide indemnification of, or advance expenses to, a director, officer, employee or agent only as permitted by sections 33-770 to 33-779, inclusive." ARTICLE VIII, Section 1(a) of the By-laws of the Depositor (as amended effective July 31, 2007) provides that the Corporation, to the fullest extent permitted by applicable law as then in effect, shall indemnify any person who was or is a director or officer of the Corporation and who was or is threatened to be made a defendant or respondent in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal (including, without limitation, any action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor) (each, a "Proceeding"), by reason of the fact that such a person was or is a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity (a "Covered Entity"), against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement and actually and reasonably incurred by such person in connection with such Proceeding. Any such former or present director or officer of the Corporation finally determined to be entitled to indemnification as provided in this Article VIII is hereinafter called an "Indemnitee". Until such final determination is made such former or present director or officer shall be a "Potential Indemnitee" for purposes of this Article VIII. Notwithstanding the foregoing provisions of this Section 1(a), the Corporation shall not indemnify an Indemnitee with respect to any Proceeding commenced by such Indemnitee unless the commencement of such Proceeding by such Indemnitee has been approved by a majority vote of the Disinterested Directors (as defined in Section 5(d)); provided however, that such approval of a majority of the Disinterested Directors shall not be required with respect to any Proceeding commenced by such Indemnitee after a Change in Control (as defined in Section 5(d)) has occurred. Insofar as indemnification for liability arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant 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 registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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. ITEM 29. PRINCIPAL UNDERWRITERS (a) HSD acts as principal underwriter for the following investment companies: Hartford Life Insurance Company - DC Variable Account I Hartford Life Insurance Company - Separate Account One Hartford Life Insurance Company - Separate Account Two 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 (b) Directors and Officers of HSD
POSITIONS AND OFFICES NAME WITH UNDERWRITER ---------------------------------------------------------------------------------------------------- Robert Arena Executive Vice President/Business Line Principal and Director Diana Benken Chief Financial Officer and Controller/FINOP Michelle L. Buswell (1) Vice President Stuart M. Carlisle Vice President Jared A. Collins (2) Vice President Christopher S. Conner (3) AML Compliance Officer and Chief Compliance Officer James Davey Director Kathleen E. Jorens (4) Vice President, Assistant Treasurer Vernon Meyer Senior Vice President Robert W. Paiano (4) Senior Vice President, Treasurer Sharon A. Ritchey President, Chief Executive Officer, Chairman of the Board and Director Cathleen Shine Secretary Martin A. Swanson Vice President/Marketing Diane E. Tatelman Vice President Eamon J. Twomey Vice President
Unless otherwise indicated, the principal business address of each of the above individuals is 200 Hopmeadow Street, Simsbury, CT 06089. ------------ (1) Address: One Griffin Road North, Windsor, CT 06095-1512 (2) Address: 31 St. James Ave., Suite 600, Boston, MA 02116-4190 (3) Address: 1500 Liberty Ridge Dr., Wayne, PA 19087 (4) Address: One Hartford Plaza, Hartford, CT 06155 ITEM 30. 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 Hartford at 200 Hopmeadow Street, Simsbury, Connecticut 06089. ITEM 31. MANAGEMENT SERVICES All management contracts are discussed in Part A and Part B of this Registration Statement. ITEM 32. UNDERTAKINGS (a) The Registrant hereby undertakes to file a post-effective amendment to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old so long as payments under the variable annuity Contracts may be accepted. (b) The Registrant hereby undertakes to include either (1) as part of any application to purchase a Contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information. (c) The Registrant hereby undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request. (d) Hartford hereby represents that the aggregate fees and charges under the Contract are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Hartford. The Registrant is relying on the no-action letter issued by the Division of Investment Management to American Counsel of Life Insurance, Ref. No. IP-6-88, November 28, 1988. The Registrant has complied with conditions one through four of the no-action letter. 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 1st day of November, 2012. HARTFORD LIFE INSURANCE COMPANY - SEPARATE ACCOUNT THREE (Registrant) By: /s/ Beth A. Bombara* *By: /s/ Lisa Proch ----------------------------------- ----------------------------------- Beth A. Bombara, Lisa Proch Chairman of the Board, Chief Attorney-in-Fact Executive Officer, President
HARTFORD LIFE INSURANCE COMPANY (Depositor) By: /s/ Beth A. Bombara* ----------------------------------- Beth A. Bombara, Chairman of the Board, Chief Executive Officer, 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. Beth A. Bombara, President, Chief Executive Officer, Chairman of the Board, Director* Mark J. Niland, Senior Vice President, Director* Robert W. Paiano, Senior Vice President, Treasurer, Director* *By: /s/ Lisa Proch ------------------------------ Peter F. Sannizarro, Senior Vice President, Chief Lisa Proch Accounting Officer, Chief Financial Officer Attorney-in-Fact Date: November 1, 2012
333-119414 EXHIBIT INDEX (99) Power of Attorney.