Exhibit 4.3
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (HEREINAFTER
DEFINED) AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE
INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST (HEREINAFTER
DEFINED) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
UNLESS ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED NO.: # 1 CUSIP NO.: 00000XXX0 XXXXXXXXX XXXXXX: U.S. $2,970,000.00
HARTFORD LIFE GLOBAL FUNDING TRUST 2006-021
IncomeNotes(sm)
Issuance Date: March 2, 2006 Floating Rate Note: [ ] Yes [X] No. If yes,
Issue Price: 100% Regular Floating Rate Notes [ ]
Stated Maturity Date: March 15, 2010 Floating Rate/ Fixed Rate Notes: [ ]
Settlement Date: March 2, 2006 Fixed Interest Rate:
Securities Exchange Listing: [ ] Yes [X] No. If yes, indicate Fixed Rate Commencement Date:
name(s) of Securities Exchange(s): Interest Rate Basis(es):
__________________________________. CD Rate [ ]
Depositary: The Depository Trust Company CMT Rate [ ]
Authorized Denominations: $1,000 & integrals thereof Designated CMT Telerate Page:
Collateral held in the Trust: Hartford Life Insurance Company If Telerate Page 7052:
Funding Agreement No. FA-406021, all proceeds of the Funding [ ] Weekly Average
Agreement and all rights and books and records pertaining to the [ ] Monthly Average
foregoing. Designated CMT Maturity Index:
Interest Rate or Formula: Commercial Paper Rate [ ]
Fixed Rate Note: [X] Yes [ ] No. If yes, Federal Funds Rate [ ]
Interest Rate: 5.00% LIBOR [ ]
Interest Payment Dates: the 15th of each month. [ ] LIBOR Reuters Page:
Additional/Other Terms: None. [ ] LIBOR Moneyline Telerate Page:
Discount Note: [ ] Yes [X] No. If yes, LIBOR Currency:
Total Amount of Discount:
1-1
Prime Rate [ ]
Initial Accrual Period of Discount: Treasury Rate [ ]
Interest Payment Dates: Index Maturity:
Additional/Other Terms: Spread and/or Spread Multiplier:
Redemption Provisions: [X] Yes [ ] No. Initial Interest Rate, if any:
If yes, Initial Interest Reset Date:
Initial Redemption Date: March 15, 2008 Interest Reset Dates:
Initial Redemption Percentage: 100% Interest Determination Date(s):
Annual Redemption Percentage Reduction, Interest Payment Dates:
if any: N/A Maximum Interest Rate, if any:
Additional/Other Terms: None. Minimum Interest Rate, if any:
Regular Record Date(s): 15 days prior to each Interest Payment Day Count Convention: 30/360
Date. Calculation Agent: N/A
Sinking Fund: None. Additional/Other Terms: None.
Survivor's Option: [X] Yes [ ] No.
If yes, the attached Survivor's Option Rider is incorporated
into this Note.
The Hartford Life Global Funding Trust designated above (the "Trust"), for value
received, hereby promises to pay to Cede & Co., or its registered assigns, the
Principal Amount specified above on the Stated Maturity Date specified above
and, if so specified above, to pay interest thereon from the Issuance Date
specified above or from the most recent Interest Payment Date specified above to
which interest has been paid or duly provided for at the rate per annum
determined in accordance with the provisions on the reverse hereof and as
specified above, until the principal hereof is paid or made available for
payment. Payments of principal, premium, if any, and interest hereon will be
made in the lawful currency of the United States of America ("U.S. Dollars" or
"United States dollars"). The "Principal Amount" of this Note at any time means
(1) if this Note is a Discount Note (as hereinafter defined), the Amortized Face
Amount (as hereinafter defined) at such time (as defined in SECTION 3(C) on the
reverse hereof) and (2) in all other cases, the Principal Amount hereof.
Capitalized terms not otherwise defined herein shall have their meanings set
forth in the Indenture, dated as of March 2, 2006 (the "Indenture"), between
JPMorgan Chase Bank, N.A., as the indenture trustee (the "Indenture Trustee"),
and the Trust, or on the face hereof.
This Note will mature on the Stated Maturity Date, unless its principal
(or any installment of its principal) becomes due and payable prior to the
Stated Maturity Date, whether, as applicable, by the declaration of acceleration
of maturity, notice of redemption by the Trust or otherwise (the Stated Maturity
Date or any date prior to the Stated Maturity Date on which this Note becomes
due and payable, as the case may be, is referred to as the "Maturity Date").
A "Discount Note" is any Note that has an Issue Price that is less than
100% of the Principal Amount thereof by more than a percentage equal to the
product of 0.25% and the number of full years to the Stated Maturity Date.
1-2
Unless otherwise specified above, the interest payable on each Interest
Payment Date or the Maturity Date will be the amount of interest accrued from
and including the Issuance Date or from and including the last Interest Payment
Date to which interest has been paid or duly provided for, as the case may be,
to, but excluding, such Interest Payment Date or the Maturity Date, as the case
may be.
Unless otherwise specified above, the interest payable on any Interest
Payment Date will be paid to the Holder on the Regular Record Date for such
Interest Payment Date, which Regular Record Date shall be the fifteenth (15th)
calendar day, whether or not a Business Day, immediately preceding the related
Interest Payment Date; PROVIDED that, notwithstanding any provision of the
Indenture to the contrary, interest payable on any Maturity Date shall be
payable to the Person to whom principal shall be payable; and PROVIDED, FURTHER,
that unless otherwise specified above, in the case of a Note initially issued
between a Regular Record Date and the Interest Payment Date relating to such
Regular Record Date, interest for the period beginning on the Issuance Date and
ending on such Interest Payment Date shall be paid on the Interest Payment Date
following the next succeeding Regular Record Date to the Holder on such next
succeeding Regular Record Date.
Payments of principal of, and premium, if any, and interest and other
amounts due and owing, if any, will be made through the Indenture Trustee to the
account of DTC or its nominee and will be made in accordance with depositary
arrangements with DTC.
Unless otherwise specified on the face hereof, the Holder hereof will
not be obligated to pay any administrative costs imposed by banks in making
payments in immediately available funds by the Trust. Unless otherwise specified
on the face hereof, any tax assessment or governmental charge imposed upon
payments hereunder, including, without limitation, any withholding tax, will be
borne by the Holder hereof.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon shall have been
executed by the Indenture Trustee pursuant to the Indenture, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
1-3
IN WITNESS WHEREOF, the Trust has caused this instrument to be duly
executed, by manual or facsimile signature.
THE HARTFORD LIFE GLOBAL FUNDING TRUST 2006-021
Dated: March 2, 2006 By: Wilmington Trust Company, not in its
individual capacity but solely as Delaware
Trustee.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the Hartford Life Global Funding Trust
2006-021 referred to in the within-mentioned Indenture.
JPMORGAN CHASE BANK, N.A.
As Indenture Trustee
Dated: March 2, 2006 By: /s/ Xxxxxx X. Xxxx, Xx.
-------------------------------------------
authorized officer
1-4
[REVERSE OF NOTE]
SECTION 1. GENERAL. This Note is one of a duly authorized issue of Notes of the
Trust. The Notes are issued pursuant to the Indenture.
SECTION 2. CURRENCY. This Note is denominated in, and payments of principal,
premium, if any, and/or interest, if any, will be made in U.S. Dollars.
SECTION 3. DETERMINATION OF INTEREST RATE AND CERTAIN OTHER TERMS.
(a) FIXED RATE NOTES. If this Note is specified on the face hereof as a
"Fixed Rate Note":
(i) This Note will bear interest at the rate per annum specified on
the face hereof. Interest on this Note will be computed on the basis
of a 360-day year of twelve 30-day months.
(ii) Unless otherwise specified on the face hereof, the Interest
Payment Dates for this Note will be as follows:
INTEREST PAYMENT FREQUENCY INTEREST PAYMENT DATES
-------------------------- ----------------------
Monthly Fifteenth day of each calendar
month, beginning in the first
calendar month following the
month this Note was issued.
Quarterly Fifteenth day of every third
calendar month, beginning in
the third calendar month
following the month this Note
was issued.
Semi-annual Fifteenth day of every sixth
calendar month, beginning in
the sixth calendar month
following the month this Note
was issued.
Annual Fifteenth day of every twelfth
calendar month, beginning in
the twelfth calendar month
following the month this Note
was issued.
(iii) If any Interest Payment Date or the Maturity Date of this Note
falls on a day that is not a Business Day, the Trust will make the
required payment of principal, premium, if any, and/or interest or
other amounts on the next succeeding Business Day, and no additional
interest will accrue in respect of the payment made on that next
succeeding Business Day.
(b) FLOATING RATE NOTES. If this Note is specified on the face hereof as
a "Floating Rate Note":
2-1
(i) INTEREST RATE BASIS. Interest on this Note will be determined by
reference to the applicable Interest Rate Basis or Interest Rate
Bases, which may, as described below, include the CD Rate, the CMT
Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the
Prime Rate or the Treasury Rate (each as defined below) or such
other rate, in accordance with a schedule attached hereto.
(ii) EFFECTIVE RATE. The rate derived from the applicable Interest
Rate Basis will be determined in accordance with the related
provisions below. The interest rate in effect on each day will be
based on: (1) if that day is an Interest Reset Date, the rate
determined as of the Interest Determination Date immediately
preceding that Interest Reset Date; or (2) if that day is not an
Interest Reset Date, the rate determined as of the Interest
Determination Date immediately preceding the most recent Interest
Reset Date.
(iii) SPREAD; SPREAD MULTIPLIER; INDEX MATURITY. The "Spread" is the
number of basis points (one one-hundredth of a percentage point)
specified on the face hereof to be added to or subtracted from the
related Interest Rate Basis or Interest Rate Bases applicable to
this Note. The "Spread Multiplier" is the percentage specified on
the face hereof of the related Interest Rate Basis or Interest Rate
Bases applicable to this Note by which the Interest Rate Basis or
Interest Rate Bases will be multiplied to determine the applicable
interest rate. The "Index Maturity" is the period to maturity of the
instrument or obligation with respect to which the related Interest
Rate Basis or Interest Rate Bases will be calculated.
(iv) REGULAR FLOATING RATE NOTE. Unless this Note is specified on
the face hereof as a Floating Rate/Fixed Rate Note, this Note (a
"Regular Floating Rate Note") will bear interest at the rate
determined by reference to the applicable Interest Rate Basis or
Interest Rate Bases: (1) plus or minus the applicable Spread, if
any; and/or (2) multiplied by the applicable Spread Multiplier, if
any. Commencing on the first Interest Reset Date, the rate at which
interest on this Regular Floating Rate Note is payable will be reset
as of each Interest Reset Date; PROVIDED, HOWEVER, that the interest
rate in effect for the period, if any, from the Issuance Date to the
first Interest Reset Date will be the Initial Interest Rate.
(v) FLOATING RATE/FIXED RATE NOTES. If this Note is specified on the
face hereof as a "Floating Rate/Fixed Rate Note", this Note will
bear interest at the rate determined by reference to the applicable
Interest Rate Basis or Interest Rate Bases: (1) plus or minus the
applicable Spread, if any; and/or (2) multiplied by the applicable
Spread Multiplier, if any. Commencing on the first Interest Reset
Date, the rate at which this Floating Rate/Fixed Rate Note is
payable will be reset as of each Interest Reset Date; PROVIDED,
HOWEVER, that: (A) the interest rate in effect for the period, if
any, from the Issuance Date to the first Interest Reset Date will be
the Initial Interest Rate specified on the face hereof; and (B) the
interest rate in effect commencing on the Fixed Rate Commencement
Date will be the Fixed Interest Rate, if specified on the face
hereof, or, if not so specified, the interest rate in effect on the
day immediately preceding the Fixed Rate Commencement Date.
2-2
(vi) INTEREST RESET DATES. The period between Interest Reset Dates
will be the "Interest Reset Period." Unless otherwise specified on
the face hereof, the Interest Reset Dates will be, in the case of
this Floating Rate Note if by its terms it resets: (1) daily--each
Business Day; (2) weekly--the Wednesday of each week, with the
exception of any weekly reset Floating Rate Note as to which the
Treasury Rate is an applicable Interest Rate Basis, which will reset
the Tuesday of each week; (3) monthly--the fifteenth day of each
calendar month; (4) quarterly--the fifteenth day of March, June,
September and December of each year; (5) semi-annually--the
fifteenth day of the two months of each year specified on the face
hereof; and (6) annually--the fifteenth day of the month of each
year specified on the face hereof; PROVIDED, HOWEVER, that, with
respect to a Floating Rate/Fixed Rate Note, the rate of interest
thereon will not reset after the particular Fixed Rate Commencement
Date. If any Interest Reset Date for this Floating Rate Note would
otherwise be a day that is not a Business Day, the particular
Interest Reset Date will be postponed to the next succeeding
Business Day, except that in the case of a Floating Rate Note as to
which LIBOR is an applicable Interest Rate Basis and that Business
Day falls in the next succeeding calendar month, the particular
Interest Reset Date will be the immediately preceding Business Day.
(vii) INTEREST DETERMINATION DATES. The interest rate applicable to
a Floating Rate Note for an Interest Reset Period commencing on the
related Interest Reset Date will be determined by reference to the
applicable Interest Rate Basis as of the particular "Interest
Determination Date", which will be: (1) with respect to the
Commercial Paper Rate, Federal Funds Rate and the Prime Rate--the
Business Day immediately preceding the related Interest Reset Date;
(2) with respect to the CD Rate and the CMT Rate--the second
Business Day preceding the related Interest Reset Date; (3) with
respect to LIBOR--the second London Banking Day preceding the
related Interest Reset Date; and (4) with respect to the Treasury
Rate--the day of the week in which the related Interest Reset Date
falls on which day Treasury Bills (as defined below) are normally
auctioned (i.e., Treasury Bills are normally sold at auction on
Monday of each week, unless that day is a legal holiday, in which
case the auction is normally held on the following Tuesday, except
that the auction may be held on the preceding Friday); PROVIDED,
HOWEVER, that if an auction is held on the Friday of the week
preceding the related Interest Reset Date, the Interest
Determination Date will be the preceding Friday. The Interest
Determination Date pertaining to a Floating Rate Note, the interest
rate of which is determined with reference to two or more Interest
Rate Bases, will be the latest Business Day which is at least two
Business Days before the related Interest Reset Date for the
applicable Floating Rate Note on which each Interest Reset Basis is
determinable.
(viii) CALCULATION DATES. The interest rate applicable to each
Interest Reset Period will be determined by the Calculation Agent on
or prior to the Calculation Date (as defined below), except with
respect to LIBOR, which will be determined on the particular
Interest Determination Date. Upon request of the Holder of a
Floating Rate Note, the Calculation Agent will disclose the interest
rate then in effect and, if determined, the interest rate that will
become effective as a result of a determination made for the next
succeeding Interest Reset Date with respect to such Floating Rate
2-3
Note. The "Calculation Date", if applicable, pertaining to any
Interest Determination Date will be the earlier of: (1) the tenth
calendar day after the particular Interest Determination Date or, if
such day is not a Business Day, the next succeeding Business Day; or
(2) the Business Day immediately preceding the applicable Interest
Payment Date or the Maturity Date, as the case may be.
(ix) MAXIMUM OR MINIMUM INTEREST RATE. If specified on the face
hereof, this Note may have either or both of a Maximum Interest Rate
or a Minimum Interest Rate. If a Maximum Interest Rate is so
designated, the interest rate for a Floating Rate Note cannot ever
exceed such Maximum Interest Rate and in the event that the interest
rate on any Interest Reset Date would exceed such Maximum Interest
Rate (as if no Maximum Interest Rate were in effect) then the
interest rate on such Interest Reset Date shall be the Maximum
Interest Rate. If a Minimum Interest Rate is so designated, the
interest rate for a Floating Rate Note cannot ever be less than such
Minimum Interest Rate and in the event that the interest rate on any
Interest Reset Date would be less than such Minimum Interest Rate
(as if no Minimum Interest Rate were in effect) then the interest
rate on such Interest Reset Date shall be the Minimum Interest Rate.
Notwithstanding anything to the contrary contained herein, the
interest rate on a Floating Rate Note shall not exceed the maximum
interest rate permitted by applicable law.
(x) INTEREST PAYMENTS. Unless otherwise specified on the face
hereof, the Interest Payment Dates will be, in the case of a
Floating Rate Note which resets: (1) daily, weekly or monthly--the
fifteenth day of each calendar month or on the fifteenth day of
March, June, September and December of each year, as specified on
the face hereof; (2) quarterly--the fifteenth day of March, June,
September and December of each year; (3) semi-annually--the
fifteenth day of the two months of each year specified on the face
hereof; and (4) annually--the fifteenth day of the month of each
year as specified on the face hereof. In addition, the Maturity Date
will also be an Interest Payment Date. If any Interest Payment Date
other than the Maturity Date for this Floating Rate Note would
otherwise be a day that is not a Business Day, such Interest Payment
Date will be postponed to the next succeeding Business Day, except
that in the case of a Floating Rate Note as to which LIBOR is an
applicable Interest Rate Basis and that Business Day falls in the
next succeeding calendar month, the particular Interest Payment Date
will be the immediately preceding Business Day. If the Maturity Date
of a Floating Rate Note falls on a day that is not a Business Day,
the Trust will make the required payment of principal, premium, if
any, and interest or other amounts on the next succeeding Business
Day, and no additional interest will accrue in respect of the
payment made on that next succeeding Business Day.
(xi) ROUNDING. Unless otherwise specified on the face hereof, all
percentages resulting from any calculation on this Floating Rate
Note will be rounded to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point
rounded upwards. All dollar amounts used in or resulting from any
calculation on this Floating Rate Note will be rounded, in the case
of U.S. Dollars, to the nearest cent or, in the case of a Foreign
Currency, to the nearest unit (with one-half cent or unit being
rounded upwards).
2-4
(xii) INTEREST FACTOR. With respect to a Floating Rate Note, accrued
interest is calculated by multiplying the principal amount of such
Note by an accrued interest factor. The accrued interest factor is
computed by adding the interest factor calculated for each day in
the particular Interest Reset Period. The interest factor for each
day will be computed by dividing the interest rate applicable to
such day by 360, in the case of a Floating Rate Note as to which the
CD Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR or
the Prime Rate is an applicable Interest Rate Basis, or by the
actual number of days in the year, in the case of a Floating Rate
Note as to which the CMT Rate or the Treasury Rate is an applicable
Interest Rate Basis. The interest factor for a Floating Rate Note as
to which the interest rate is calculated with reference to two or
more Interest Rate Bases will be calculated in each period in the
same manner as if only the Interest Rate Basis specified under
"Additional/Other Terms" applied.
(xiii) DETERMINATION OF INTEREST RATE BASIS. The Calculation Agent
shall determine the rate derived from each Interest Rate Basis in
accordance with the following provisions.
(A) CD RATE NOTES. If the Interest Rate Basis is the CD Rate,
this Note shall be deemed a "CD Rate Note." Unless otherwise
specified on the face hereof, "CD Rate" means, from the
Issuance Date to the first Interest Reset Date, the Initial
Interest Rate, if any, and thereafter:
(1) the rate on the particular Interest Determination
Date for negotiable United States dollar certificates of
deposit having the Index Maturity specified on the face
hereof as published in H.15(519) (as defined below) under
the caption "CDs (secondary market)"; or
(2) if the rate referred to in clause (1) is not so
published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on the particular
Interest Determination Date for negotiable United States
dollar certificates of deposit of the particular Index
Maturity as published in H.15 Daily Update (as defined
below), or other recognized electronic source used for
the purpose of displaying the applicable rate, under the
caption "CDs (secondary market)"; or
(3) if the rate referred to in clause (2) is not so
published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on the particular
Interest Determination Date calculated by the Calculation
Agent as the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on
that Interest Determination Date, of three leading
non-bank dealers in negotiable United States dollar
certificates of deposit in The City of New York (which
may include the purchasing agent or its affiliates)
selected by the Calculation Agent for negotiable United
States dollar certificates of deposit of major United
States money market banks for negotiable United States
certificates of deposit with a remaining
2-5
maturity closest to the particular Index Maturity in an
amount that is representative for a single transaction in
that market at that time; or
(4) if the dealers so selected by the Calculation Agent
are not quoting as mentioned in clause (3), the CD Rate
in effect on the particular Interest Determination Date.
"H.15(519)" means the weekly statistical release designated as
H.15(519), or any successor publication, published by the Board
of Governors of the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519),
available through the world-wide-web site of the Board of
Governors of the Federal Reserve System at
http//xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/X00/xxxxxx, or any
successor site or publication.
(B) CMT RATE NOTES. If the Interest Rate Basis is the CMT Rate,
this Note shall be deemed a "CMT Rate Note." Unless otherwise
specified on the face hereof, "CMT Rate" means, from the
Issuance Date to the first Interest Reset Date, the Initial
Interest Rate, if any, and thereafter:
(1) if CMT Moneyline Telerate Page 7051 is specified on
the face hereof:
i. the percentage equal to the yield for United
States Treasury securities at "constant
maturity" having the Index Maturity specified
on the face hereof as published in H.15(519)
under the caption "Treasury Constant
Maturities", as the yield is displayed on
Moneyline Telerate (or any successor service)
on page 7051 (or any other page as may
replace the specified page on that service)
("Moneyline Telerate Page 7051"), for the
particular Interest Determination Date; or
ii. if the rate referred to in clause (i) does
not so appear on Moneyline Telerate Page
7051, the percentage equal to the yield for
United States Treasury securities at
"constant maturity" having the particular
Index Maturity and for the particular
Interest Determination Date as published in
H.15(519) under the caption "Treasury
Constant Maturities"; or
iii. if the rate referred to in clause (ii) does
not so appear in H.15(519), the rate on the
particular Interest Determination Date for
the period of the particular Index Maturity
as may then be published by either the
Federal Reserve System Board of Governors or
the United States Department of the Treasury
that the Calculation Agent determines to be
comparable to the
2-6
rate which would otherwise have been
published in H.15(519); or
iv. if the rate referred to in clause (iii) is
not so published, the rate on the particular
Interest Determination Date calculated by the
Calculation Agent as a yield to maturity
based on the arithmetic mean of the secondary
market bid prices at approximately 3:30 P.M.,
New York City time, on that Interest
Determination Date of three leading primary
United States government securities dealers
in The City of New York (which may include
the purchasing agent or its affiliates)
(each, a "Reference Dealer") selected by the
Calculation Agent from five Reference Dealers
selected by the Calculation Agent and
eliminating the highest quotation, or, in the
event of equality, one of the highest, and
the lowest quotation or, in the event of
equality, one of the lowest, for United
States Treasury securities with an original
maturity equal to the particular Index
Maturity, a remaining term to maturity no
more than one year shorter than that Index
Maturity and in a principal amount that is
representative for a single transaction in
the securities in that market at that time;
or
v. if fewer than five but more than two of the
prices referred to in clause (iv) are
provided as requested, the rate on the
particular Interest Determination Date
calculated by the Calculation Agent based on
the arithmetic mean of the bid prices
obtained and neither the highest nor the
lowest of the quotations shall be eliminated;
or
vi. if fewer than three prices referred to in
clause (iv) are provided as requested, the
rate on the particular Interest Determination
Date calculated by the Calculation Agent as a
yield to maturity based on the arithmetic
mean of the secondary market bid prices as of
approximately 3:30 P.M., New York City time,
on that Interest Determination Date of three
Reference Dealers selected by the Calculation
Agent from five Reference Dealers selected by
the Calculation Agent and eliminating the
highest quotation or, in the event of
equality, one of the highest and the lowest
quotation or, in the event of equality, one
of the lowest, for United States Treasury
securities with an original maturity greater
than the particular Index Maturity, a
remaining term to maturity closest to that
Index Maturity and in a principal amount that
is representative for a single transaction in
the securities in that market at that time;
or
vii. if fewer than five but more than two prices
referred to in clause (vi) are provided as
requested, the rate on the particular
Interest
2-7
Determination Date calculated by the
Calculation Agent based on the arithmetic
mean of the bid prices obtained and neither
the highest nor the lowest of the quotations
will be eliminated; or
viii. if fewer than three prices referred to in
clause (vi) are provided as requested, the
CMT Rate in effect on the particular Interest
Determination Date; or
(2) if CMT Moneyline Telerate Page 7052 is specified on
the face hereof:
i. the percentage equal to the one-week or
one-month, as specified on the face hereof,
average yield for United States Treasury
securities at "constant maturity" having the
Index Maturity specified on the face hereof
as published in H.15(519) opposite the
caption "Treasury Constant Maturities", as
the yield is displayed on Moneyline Telerate
(or any successor service) (on page 7052 or
any other page as may replace the specified
page on that service) ("Moneyline Telerate
Page 7052"), for the week or month, as
applicable, ended immediately preceding the
week or month, as applicable, in which the
particular Interest Determination Date falls;
or
ii. if the rate referred to in clause (i) does
not so appear on Moneyline Telerate Page
7052, the percentage equal to the one-week or
one-month, as specified on the face hereof,
average yield for United States Treasury
securities at "constant maturity" having the
particular Index Maturity and for the week or
month, as applicable, preceding the
particular Interest Determination Date as
published in H.15(519) opposite the caption
"Treasury Constant Maturities"; or
iii. if the rate referred to in clause (ii) does
not so appear in H.15(519), the one-week or
one-month, as specified on the face hereof,
average yield for United States Treasury
securities at "constant maturity" having the
particular Index Maturity as otherwise
announced by the Federal Reserve Bank of New
York for the week or month, as applicable,
ended immediately preceding the week or
month, as applicable, in which the particular
Interest Determination Date falls; or
iv. if the rate referred to in clause (iii) is
not so published, the rate on the particular
Interest Determination Date calculated by the
Calculation Agent as a yield to maturity
based on the arithmetic mean of the secondary
market bid prices at approximately 3:30 P.M.,
New York City time, on that Interest
Determination Date of three Reference Dealers
selected by the
2-8
Calculation Agent from five Reference Dealers
selected by the Calculation Agent and
eliminating the highest quotation, or, in the
event of equality, one of the highest, and
the lowest quotation or, in the event of
equality, one of the lowest, for United
States Treasury securities with an original
maturity equal to the particular Index
Maturity, a remaining term to maturity no
more than one year shorter than that Index
Maturity and in a principal amount that is
representative for a single transaction in
the securities in that market at that time;
or
v. if fewer than five but more than two of the
prices referred to in clause (iv) are
provided as requested, the rate on the
particular Interest Determination Date
calculated by the Calculation Agent based on
the arithmetic mean of the bid prices
obtained and neither the highest nor the
lowest of the quotations shall be eliminated;
or
vi. if fewer than three prices referred to in
clause (iv) are provided as requested, the
rate on the particular Interest Determination
Date calculated by the Calculation Agent as a
yield to maturity based on the arithmetic
mean of the secondary market bid prices as of
approximately 3:30 P.M., New York City time,
on that Interest Determination Date of three
Reference Dealers selected by the Calculation
Agent from five Reference Dealers selected by
the Calculation Agent and eliminating the
highest quotation or, in the event of
equality, one of the highest and the lowest
quotation or, in the event of equality, one
of the lowest, for United States Treasury
securities with an original maturity greater
than the particular Index Maturity, a
remaining term to maturity closest to that
Index Maturity and in a principal amount that
is representative for a single transaction in
the securities in that market at the time; or
vii. if fewer than five but more than two prices
referred to in clause (vi) are provided as
requested, the rate on the particular
Interest Determination Date calculated by the
Calculation Agent based on the arithmetic
mean of the bid prices obtained and neither
the highest nor the lowest of the quotations
will be eliminated; or
viii. if fewer than three prices referred to in
clause (vi) are provided as requested, the
CMT Rate in effect on that Interest
Determination Date.
If two United States Treasury securities with an original
maturity greater than the Index Maturity specified on the
face hereof have remaining terms
2-9
to maturity equally close to the particular Index
Maturity, the quotes for the United States Treasury
security with the shorter original remaining term to
maturity will be used.
(C) COMMERCIAL PAPER RATE NOTES. If the Interest Rate Basis is
the Commercial Paper Rate, this Note shall be deemed a
"Commercial Paper Rate Note." Unless otherwise specified on the
face hereof, "Commercial Paper Rate" means, from the Issuance
Date to the first Interest Reset Date, the Initial Interest
Rate, if any, and thereafter:
(1) the Money Market Yield (as defined below) on the
particular Interest Determination Date of the rate for
commercial paper having the Index Maturity specified on
the face hereof as published in H.15(519) under the
caption "Commercial Paper--Nonfinancial"; or
(2) if the rate referred to in clause (1) is not so
published by 3:00 P.M., New York City time, on the
related Calculation Date, the Money Market Yield of the
rate on the particular Interest Determination Date for
commercial paper having the particular Index Maturity as
published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying the
applicable rate, under the caption "Commercial
Paper--Nonfinancial"; or
(3) if the rate referred to in clause (2) is not so
published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on the particular
Interest Determination Date calculated by the Calculation
Agent as the Money Market Yield of the arithmetic mean of
the offered rates at approximately 11:00 A.M., New York
City time, on that Interest Determination Date of three
leading dealers of United States dollar commercial paper
in The City of New York (which may include the purchasing
agent or its affiliates) selected by the Calculation
Agent for commercial paper having the particular Index
Maturity placed for industrial issuers whose bond rating
is "Aa", or the equivalent, from a nationally recognized
statistical rating organization; or
(4) if the dealers so selected by the Calculation Agent
are not quoting as mentioned in clause (3), the
Commercial Paper Rate in effect on the particular
Interest Determination Date.
"Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
-------------
360 - (D x M)
where "D" refers to the applicable per annum rate for
commercial paper quoted on a bank discount basis and expressed
as a decimal, and "M" refers to the actual number of days in
the applicable Interest Reset Period.
2-10
(D) FEDERAL FUNDS RATE NOTES. If the Interest Rate Basis is the
Federal Funds Rate, this Note shall be deemed a "Federal Funds
Rate Note." Unless otherwise specified on the face hereof,
"Federal Funds Rate" means, from the Issuance Date to the first
Interest Reset Date, the Initial Interest Rate, if any, and
thereafter:
(1) the rate on the particular Interest Determination
Date for United States dollar federal funds as published
in H.15(519) under the caption "Federal Funds
(Effective)" and displayed on Moneyline Telerate (or any
successor service) on page 120 (or any other page as may
replace the specified page on that service) ("Moneyline
Telerate Page 120"); or
(2) if the rate referred to in clause (1) does not so
appear on Moneyline Telerate Page 120 or is not so
published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on the particular
Interest Determination Date for United States dollar
federal funds as published in H.15 Daily Update, or such
other recognized electronic source used for the purpose
of displaying the applicable rate, under the caption
"Federal Funds (Effective)"; or
(3) if the rate referred to in clause (2) is not so
published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on the particular
Interest Determination Date calculated by the Calculation
Agent as the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal
funds arranged by three leading brokers of United States
dollar federal funds transactions in The City of New York
(which may include the purchasing agent or its
affiliates) selected by the Calculation Agent prior to
9:00 A.M., New York City time, on that Interest
Determination Date; or
(4) if the brokers so selected by the Calculation Agent
are not quoting as mentioned in clause (3), the Federal
Funds Rate in effect on the particular Interest
Determination Date.
(E) LIBOR NOTES. If the Interest Rate Basis is LIBOR, this Note
shall be deemed a "LIBOR Note." Unless otherwise specified on
the face hereof, "LIBOR" means, from the Issuance Date to the
first Interest Reset Date, the Initial Interest Rate, if any,
and thereafter:
(1) if "LIBOR Moneyline Telerate" is specified on the
face hereof or if neither "LIBOR Reuters" nor "LIBOR
Moneyline Telerate" is specified on the face hereof as
the method for calculating LIBOR, the rate for deposits
in the LIBOR Currency (as defined below) having the Index
Maturity specified on the face hereof, commencing on the
related Interest Reset Date, that appears on the LIBOR
Page (as defined below) as of 11:00 A.M., London time, on
the particular Interest Determination Date; or
2-11
(2) if "LIBOR Reuters" is specified on the face hereof,
the arithmetic mean of the offered rates, calculated by
the Calculation Agent, or the offered rate, if the LIBOR
Page by its terms provides only for a single rate, for
deposits in the LIBOR Currency having the particular
Index Maturity, commencing on the related Interest Reset
Date, that appear or appears, as the case may be, on the
LIBOR Page as of 11:00 A.M., London time, on the
particular Interest Determination Date; or
(3) if fewer than two offered rates appear, or no rate
appears, as the case may be, on the particular Interest
Determination Date on the LIBOR Page as specified in
clause (1) or (2), as applicable, the rate calculated by
the Calculation Agent as the arithmetic mean of at least
two offered quotations obtained by the Calculation Agent
after requesting the principal London offices of each of
four major reference banks (which may include affiliates
of the purchasing agent) in the London interbank market
to provide the Calculation Agent with its offered
quotation for deposits in the LIBOR Currency for the
period of the particular Index Maturity, commencing on
the related Interest Reset Date, to prime banks in the
London interbank market at approximately 11:00 A.M.,
London time, on that Interest Determination Date and in a
principal amount that is representative for a single
transaction in the LIBOR Currency in that market at that
time; or
(4) if fewer than two offered quotations referred to in
clause (3) are provided as requested, the rate calculated
by the Calculation Agent as the arithmetic mean of the
rates quoted at approximately 11:00 A.M., in the
applicable Principal Financial Center, on the particular
Interest Determination Date by three major banks (which
may include affiliates of the purchasing agent) in that
Principal Financial Center selected by the Calculation
Agent for loans in the LIBOR Currency to leading European
banks, having the particular Index Maturity and in a
principal amount that is representative for a single
transaction in the LIBOR Currency in that market at that
time; or
(5) if the banks so selected by the Calculation Agent are
not quoting as mentioned in clause (4), LIBOR in effect
on the particular Interest Determination Date.
"LIBOR Currency" means the currency specified on the face
hereof as to which LIBOR shall be calculated or, if no currency
is specified on the face hereof, United States dollars.
"LIBOR Page" means either: (1) if "LIBOR Reuters" is specified
on the face hereof, the display on the Reuter Monitor Money
Rates Service (or any successor service) on the page specified
on the face hereof (or any other page as may replace that page
on that service) for the purpose of displaying the London
interbank rates of major banks for the LIBOR Currency; or (2)
if "LIBOR Moneyline Telerate" is specified on the face hereof
or neither "LIBOR Reuters"
2-12
nor "LIBOR Moneyline Telerate" is specified on the face hereof
as the method for calculating LIBOR, the display on Moneyline
Telerate (or any successor service) on the page specified on
the face hereof (or any other page as may replace such page on
such service), or if no such page is specified, on the
Moneyline Telerate (or any successor service) page generally
used for the purpose of displaying the London interbank rates
of major banks for the LIBOR Currency.
(F) PRIME RATE NOTES. If the Interest Rate Basis is the Prime
Rate, this Note shall be deemed a "Prime Rate Note." Unless
otherwise specified on the face hereof, "Prime Rate" means,
from the Issuance Date to the first Interest Reset Date, the
Initial Interest Rate, if any, and thereafter:
(1) the rate on the particular Interest Determination
Date as published in H.15(519) under the caption "Bank
Prime Loan"; or
(2) if the rate referred to in clause (1) is not so
published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on the particular
Interest Determination Date as published in H.15 Daily
Update, or such other recognized electronic source used
for the purpose of displaying the applicable rate, under
the caption "Bank Prime Loan", or
(3) if the rate referred to in clause (2) is not so
published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on the particular
Interest Determination Date calculated by the Calculation
Agent as the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the
Reuters Screen US PRIME 1 Page (as defined below) as the
applicable bank's prime rate or base lending rate as of
11:00 A.M., New York City time, on that Interest
Determination Date; or
(4) if fewer than four rates referred to in clause (3)
are so published by 3:00 p.m., New York City time, on the
related Calculation Date, the rate calculated by the
Calculation Agent as the particular Interest
Determination Date as the arithmetic mean of the prime
rates or base lending rates quoted on the basis of the
actual number of days in the year divided by a 360-day
year as of the close of business on that Interest
Determination Date by three major banks (which may
include affiliates of the purchasing agent) in The City
of New York selected by the Calculation Agent; or
(5) if the banks so selected by the Calculation Agent are
not quoting as mentioned in clause (4), the Prime Rate in
effect on the particular Interest Determination Date.
"Reuters Screen US PRIME 1 Page" means the display on the
Reuter Monitor Money Rates Service (or any successor service)
on the "US PRIME 1" page (or any other page as may replace that
page on that service) for the purpose of displaying prime rates
or base lending rates of major United States banks.
2-13
(G) TREASURY RATE NOTES. If the Interest Rate Basis is the
Treasury Rate, this Note shall be deemed a "Treasury Rate
Note." Unless otherwise specified on the face hereof, "Treasury
Rate" means, from the Issuance Date to the first Interest Reset
Date, the Initial Interest Rate, if any, and thereafter:
(1) the rate from the auction held on the Interest
Determination Date (the "Auction") of direct obligations
of the United States ("Treasury Bills") having the Index
Maturity specified on the face hereof under the caption
"INVESTMENT RATE" on the display on Moneyline Telerate
(or any successor service) on page 56 (or any other page
as may replace that page on that service) ("Moneyline
Telerate Page 56") or page 57 (or any other page as may
replace that page on that service) ("Moneyline Telerate
Page 57"); or
(2) if the rate referred to in clause (1) is not so
published by 3:00 P.M., New York City time, on the
related Calculation Date, the Bond Equivalent Yield (as
defined below) of the rate for the applicable Treasury
Bills as published in H.15 Daily Update, or another
recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Auction High"; or
(3) if the rate referred to in clause (2) is not so
published by 3:00 P.M., New York City time, on the
related Calculation Date, the Bond Equivalent Yield of
the auction rate of the applicable Treasury Bills as
announced by the United States Department of the
Treasury; or
(4) if the rate referred to in clause (3) is not so
announced by the United States Department of the
Treasury, or if the Auction is not held, the Bond
Equivalent Yield of the rate on the particular Interest
Determination Date of the applicable Treasury Bills as
published in H.15(519) under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market"; or
(5) if the rate referred to in clause (4) is not so
published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on the particular
Interest Determination Date of the applicable Treasury
Bills as published in H.15 Daily Update, or another
recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market";
or
(6) if the rate referred to in clause (5) is not so
published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on the particular
Interest Determination Date calculated by the Calculation
Agent as the Bond Equivalent Yield of the arithmetic mean
of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on that Interest
Determination Date, of three primary United States
government securities dealers (which may include the
purchasing agent or its affiliates) selected by the
Calculation Agent, for the issue of Treasury
2-14
Bills with a remaining maturity closest to the Index
Maturity specified on the face hereof; or
(7) if the dealers so selected by the Calculation Agent
are not quoting as mentioned in clause (6), the Treasury
Rate in effect on the particular Interest Determination
Date.
"Bond Equivalent Yield" means a yield (expressed as a
percentage) calculated in accordance with the following
formula:
Bond Equivalent Yield = D x N x 100
------------------
360 - (D x M)
where "D" refers to the applicable per annum rate for Treasury
Bills quoted on a bank discount basis and expressed as a
decimal, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the applicable Interest
Reset Period.
(c) DISCOUNT NOTES. If this Note is specified on the face hereof as a
"Discount Note":
(i) PRINCIPAL AND INTEREST. This Note will bear interest in the same
manner as set forth in Section 3(a) above, and payments of principal
and interest shall be made as set forth on the face hereof. Discount
Notes may not bear any interest currently or may bear interest at a
rate that is below market rates at the time of issuance. The
difference between the Issue Price of a Discount Note and par is
referred to as the "Discount".
(ii) REDEMPTION; REPAYMENT; ACCELERATION. In the event a Discount
Note is redeemed, repaid or accelerated, the amount payable to the
Holder of such Discount Note will be equal to the sum of: (A) the
Issue Price (increased by any accruals of Discount) and, in the
event of any redemption of such Discount Note, if applicable,
multiplied by the Initial Redemption Percentage (as adjusted by the
Annual Redemption Percentage Reduction, if applicable); and (B) any
unpaid interest accrued on such Discount Note to the Maturity Date
("Amortized Face Amount"). Unless otherwise specified on the face
hereof, for purposes of determining the amount of Discount that has
accrued as of any date on which a redemption, repayment or
acceleration of maturity occurs for a Discount Note, a Discount will
be accrued using a constant yield method. The constant yield will be
calculated using a 30-day month, 360-day year convention, a
compounding period that, except for the Initial Period (as defined
below), corresponds to the shortest period between Interest Payment
Dates for the applicable Discount Note (with ratable accruals within
a compounding period), a coupon rate equal to the initial coupon
rate applicable to the applicable Discount Note and an assumption
that the maturity of such Discount Note will not be accelerated. If
the period from the date of issue to the first Interest Payment Date
for a Discount Note (the "Initial Period") is shorter than the
compounding period for such Discount Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the
Initial Period is longer than the compounding period, then the
period will be divided into a regular compounding period and a short
period with the short period being treated as provided above.
2-15
SECTION 4. REDEMPTION. If no redemption right is set forth on the face hereof,
this Note may not be redeemed prior to the Stated Maturity Date, except as set
forth in the Indenture. If a redemption right is set forth on the face of this
Note, the Trust shall redeem this Note on the Interest Payment Date on or after
the Initial Redemption Date set forth on the face hereof on which the Funding
Agreement is to be redeemed in whole or in part by Hartford Life Insurance
Company ("Hartford Life") (each, a "Redemption Date"), in which case this Note
must be redeemed on such Redemption Date in whole or in part, as applicable,
prior to the Stated Maturity Date, in increments of $1,000 at the applicable
Redemption Price (as defined below), together with unpaid interest, if any,
accrued thereon to, but excluding, the applicable Redemption Date. "Redemption
Price" shall mean an amount equal to the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if applicable)
multiplied by the unpaid Principal Amount of this Note to be redeemed (or in the
case of Discount Notes, multiplied as set forth in Section 3(c)(ii) above). The
unpaid Principal Amount of this Note to be redeemed shall be determined by
multiplying (1) the Outstanding Principal Amount of this Note by (2) the
quotient derived by dividing (A) the outstanding principal amount of the Funding
Agreement to be redeemed by Hartford Life by (B) the outstanding principal
amount of the Funding Agreement. The Initial Redemption Percentage, if any,
applicable to this Note shall decline at each anniversary of the Initial
Redemption Date by an amount equal to the applicable Annual Redemption
Percentage Reduction, if any, until the Redemption Price is equal to 100% of the
unpaid amount thereof to be redeemed. Notice must be given not more than
seventy-five (75) nor less than thirty (30) calendar days prior to the proposed
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.
SECTION 5. SINKING FUNDS. Unless specified on the face hereof, this Note will
not be subject to, or entitled to the benefit of, any sinking fund.
SECTION 6. MODIFICATIONS AND WAIVERS. The Indenture contains provisions
permitting the Trust and the Indenture Trustee (1) at any time and from time to
time without notice to, or the consent of, the Holders of any Notes issued under
the Indenture to enter into one or more supplemental indentures for certain
enumerated purposes and (2) with the consent of the Holders of a majority in
aggregate principal amount of the Outstanding Notes affected thereby, to enter
into one or more supplemental indentures for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, the Indenture or of modifying in any manner the rights of Holders of Notes
under the Indenture; PROVIDED, that, with respect to certain enumerated
provisions, no such supplemental indenture shall be entered into without the
consent of the Holder of each Note affected thereby. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note or such other
Notes.
SECTION 7. OBLIGATIONS UNCONDITIONAL. No reference herein to the Indenture and
no provisions of this Note or of the Indenture shall impair the right of each
Holder of any Note, which is absolute and unconditional, to receive payment of
the principal of, and any interest on, and premium, if any, on, such Note on the
respective Stated Maturity Date or redemption date thereof
2-16
and to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.
SECTION 8. EVENTS OF DEFAULT. If an Event of Default with respect to the Notes
shall occur and be continuing, the principal of, and all other amounts payable
on, the Notes may be declared due and payable, or may be automatically
accelerated, as the case may be, in the manner and with the effect provided in
the Indenture. In the event that this Note is a Discount Note, the amount of
principal of this Note that becomes due and payable upon such acceleration shall
be equal to the amount calculated as set forth in Section 3(c) hereof.
SECTION 9. WITHHOLDING; NO ADDITIONAL AMOUNTS; TAX EVENT. All amounts due in
respect of this Note will be made free and clear of any applicable withholding
or deduction for or on account of any present or future taxes, duties, levies,
assessments or other governmental charges of whatever nature imposed or levied
by or on behalf of any governmental authority, unless such withholding or
deduction is required by law. The Trust will not pay any additional amounts to
the Holder of this Note in respect of any such withholding or deduction, any
such withholding or deduction will not give rise to an event of default or any
independent right or obligation to redeem this Note and the Holder will be
deemed for all purposes to have received cash in an amount equal to the portion
of such withholding or deduction that is attributable to such Holder's interest
in this Note as equitably determined by the Trust.
If (1) a Tax Event (defined below) as to the relevant Funding Agreement
occurs and (2) Hartford Life elects to redeem the Funding Agreement in whole or
in part, the Trust will redeem this Note, subject to the terms and conditions of
SECTION 2.04 of the Indenture, at the Tax Event Redemption Price (defined below)
together with unpaid interest accrued thereon to the applicable redemption date.
"Tax Event" means that Hartford Life shall have received an opinion of
independent legal counsel stating in effect that as a result of (a) any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (b) any amendment to, or
change in, an interpretation or application of any such laws or regulations by
any governmental authority in the United States, which amendment or change is
enacted, promulgated, issued or announced on or after the effective date of the
relevant Funding Agreement, there is more than an insubstantial risk that (i)
the Trust is, or will be within ninety (90) days of the date thereof, subject to
U.S. federal income tax with respect to interest accrued or received on the
relevant Funding Agreement or (ii) the Trust is, or will be within ninety (90)
days of the date thereof, subject to more than a de minimis amount of taxes,
duties or other governmental charges. "Tax Event Redemption Price" means an
amount equal to the unpaid principal amount of this Note to be redeemed, which
shall be determined by multiplying (1) the Outstanding Principal Amount of this
Note by (2) the quotient derived by dividing (A) the outstanding principal
amount to be redeemed by Hartford Life of the Funding Agreement by (B) the
outstanding principal amount of the Funding Agreement.
SECTION 10. LISTING. Unless otherwise specified on the face hereof, this Note
will not be listed on any securities exchange.
SECTION 11. COLLATERAL. The Collateral for this Note includes the Funding
Agreement specified on the face hereof.
2-17
SECTION 12. NO RECOURSE AGAINST CERTAIN PERSONS. No recourse shall be had for
the payment of any principal, interest or any other sums at any time owing under
the terms of this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against the Nonrecourse Parties, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such personal liability being, by the acceptance hereof and as
part of the consideration for issue hereof, expressly waived and released.
SECTION 13. MISCELLANEOUS.
(a) This Note is issuable only as a registered Note without coupons in
denominations of $1,000 and any integral multiple of $1,000 in excess thereof
unless otherwise specified on the face of this Note.
(b) Prior to due presentment for registration of transfer of this Note,
the Trust, the Indenture Trustee, the Registrar, the Paying Agent, any Agent,
and any other agent of the Trust or the Indenture Trustee may treat the Person
in whose name this Note is registered as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Note shall be overdue, and none of the Trust, the Indenture Trustee, the
Registrar, the Paying Agent, any Agent, or any other agent of the Trust or the
Indenture Trustee shall be affected by notice to the contrary.
(c) The Notes are being issued by means of a book-entry-only system
with no physical distribution of certificates to be made except as provided in
the Indenture. The book-entry system maintained by DTC will evidence ownership
of the Notes, with transfers of ownership effected on the records of DTC and its
participants pursuant to rules and procedures established by DTC and its
participants. The Trust and the Indenture Trustee will recognize Cede & Co., as
nominee of DTC, as the registered owner of the Notes, as the Holder of the Notes
for all purposes, including payment of principal, premium (if any) and interest,
notices and voting. Transfer of principal, premium (if any) and interest to
participants of DTC will be the responsibility of DTC, and transfer of
principal, premium (if any) and interest to beneficial holders of the Notes by
participants of DTC will be the responsibility of such participants and other
nominees of such beneficial holders. So long as the book-entry system is in
effect, the selection of any Notes to be redeemed or repaid will be determined
by DTC pursuant to rules and procedures established by DTC and its participants.
Neither the Trust nor the Indenture Trustee will not be responsible or liable
for such transfers or payments or for maintaining, supervising or reviewing the
records maintained by DTC, its participants or persons acting through such
participants.
(d) This Note or portion hereof may not be exchanged for Definitive
Notes, except in the limited circumstances provided for in the Indenture. The
transfer or exchange of Definitive Notes shall be subject to the terms of the
Indenture. No service charge will be made for any registration of transfer or
exchange, but the Trust may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.
2-18
SECTION 14. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2-19
SURVIVOR'S OPTION RIDER
(a) Unless this Note, on its face, has been declared due and payable
prior to the Maturity Date by reason of any Event of Default under the
Indenture, or has been previously redeemed or otherwise repaid, the authorized
Representative (as defined below) of a deceased Beneficial Owner (as defined
below) of this Note shall have the option to elect repayment by the Trust in
whole or in part prior to the Maturity Date following the death of the
Beneficial Owner (a "Survivor's Option"). The Survivor's Option may not be
exercised unless this Note was held by the Beneficial Owner for a period
beginning at least 12 full months immediately prior to the date of such deceased
Beneficial Owner's death. "Beneficial Owner" as used in this Survivor's Option
Rider means, with respect to this Note, the person who has the right,
immediately prior to such person's death, to receive the proceeds from the
disposition of this Note, as well as the right to receive payments on this Note.
(b) Upon (1) the valid exercise of the Survivor's Option and the proper
tender of this Note by or on behalf of a person that has authority to act on
behalf of the deceased Beneficial Owner of this Note under the laws of the
appropriate jurisdiction (including, without limitation, the personal
representative or executor of the deceased Beneficial Owner or the surviving
joint owner of the deceased Beneficial Owner) (the "Representative") and (2) the
tender and acceptance of that portion of the Funding Agreement equal to the
amount of the portion of this Note to be repaid, the Trust shall repay this Note
(or portion thereof) at a price equal to 100% of the unpaid Principal Amount of
the deceased Beneficial Owner's beneficial interest in this Note plus accrued
and unpaid interest to, but excluding, the date of such repayment. However, the
Trust shall not be obligated to repay:
(i) beneficial ownership interests in Notes exceeding the greater
of $1,000,000 or 1% in aggregate principal amount for all
Outstanding notes issued under the Hartford Life Global Funding
IncomeNotes(sm) program to which the Survivor Option applies as of
the end of the most recent calendar year (the "Annual Put
Limitation") or such greater amounts as determined in accordance
with the Funding Agreement(s) securing the Notes of the Trust and
set forth in the Pricing Supplement;
(ii) on behalf of a deceased Beneficial Owner, any beneficial
ownership interest in Hartford Life Global Funding IncomeNotes(sm)
that exceeds $250,000 in aggregate in any calendar year (the
"Individual Put Limitation"), or such greater amount as determined
in accordance with such Funding Agreement(s) and set forth in the
Pricing Supplement; or
(iii) beneficial ownership interests in Notes of the Trust
exceeding the Trust Put Limitation, if any, specified in the
Pricing Supplement (the "Trust Put Limitation").
(c) The Trust shall not make principal repayments pursuant to exercise
of the Survivor's Option in amounts that are less than $1,000, and, in the event
that the limitations described in the preceding sentence would result in the
partial repayment of this Note, the Principal Amount remaining Outstanding after
repayment must be at least $1,000 (the minimum authorized denomination of the
Notes).
2-20
(d) An otherwise valid election to exercise the Survivor's Option may
not be withdrawn.
(e) Election to exercise the Survivor's Option will be accepted in the
order that elections are received by the Indenture Trustee, except for any Notes
(or portion thereof) the acceptance of which would contravene (1) the Annual Put
Limitation, (2) the Individual Put Limitation or (3) the Trust Put Limitation.
Any Note (or portion thereof) accepted for repayment pursuant to exercise of the
Survivor's Option shall be repaid on the first Interest Payment Date that occurs
20 or more calendar days after the date of such acceptance. Any exercise(s) of
the Survivor's Option with respect to Notes (or portions thereof) not accepted
during any calendar year, because such acceptance would have contravened the
Annual Put Limitation, the Individual Put Limitation or the Trust Put
Limitation, shall be deemed to be tendered on the first day of the following
calendar year in the order all such Notes (or portions thereof) were originally
tendered. In the event that this Note (or any portion hereof) tendered for
repayment pursuant to valid exercise of the Survivor's Option is not accepted or
if repayment is to be delayed, the Indenture Trustee shall deliver a notice by
first-class mail to the presenting direct participant that states the reason
such Note (or portion thereof) has not been accepted for payment or why
repayment is to be delayed.
(f) In order to obtain repayment through exercise of the Survivor's
Option with respect to this Note (or portion hereof), the Representative must
provide the following items to the broker or other entity through which the
beneficial interest in this Note is held by the deceased Beneficial Owner: (1) a
written instruction to such broker or other entity to notify the Depositary of
the Representative's desire to obtain repayment through the exercise of the
Survivor's Option; (2) appropriate evidence satisfactory to the Indenture
Trustee that (i) the deceased was the Beneficial Owner of this Note at the time
of death and the interest in this Note was owned by the deceased Beneficial
Owner for a period beginning at least twelve (12) months immediately prior to
the date of such deceased Beneficial Owner's death, which evidence may be in the
form of a letter from the Representative, (ii) the death of such Beneficial
Owner has occurred, and the date of such death, and (iii) the Representative has
authority to act on behalf of the deceased Beneficial Owner; (3) if the interest
in this Note is held by a nominee of the deceased Beneficial Owner, a
certificate or letter satisfactory to the Indenture Trustee from such nominee
attesting to the deceased's beneficial ownership of this Note; (4) a written
request for repayment signed by the Representative, with the signature
guaranteed by a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc. or a commercial bank or
trust company having an office or correspondent in the United States; (5) if
applicable, a properly executed assignment or endorsement; (6) tax waivers and
such other instruments or documents that the Indenture Trustee reasonably
requires in order to establish the validity of the beneficial ownership of this
Note and the claimant's entitlement to payment; and (7) any additional
information the Indenture Trustee reasonably requires to evidence satisfaction
of any conditions to the exercise of such Survivor's Option or to document
beneficial ownership or authority to make the election and to cause the
repayment of this Note. Such broker or other entity shall then deliver each of
these items to the direct participant of the Depositary, such direct participant
being the entity that holds the beneficial interest in this Note on behalf of
the deceased Beneficial Owner, together with evidence satisfactory to the
Indenture Trustee from the broker or other entity stating that it represents the
deceased Beneficial Owner. Such direct participant shall then execute an
election form in the form attached hereto as Annex A and deliver the originals
of such items to the Indenture Trustee and retain photocopies thereof. If the
2-21
Indenture Trustee determines that it has received the requisite documentation
and information and all other conditions described in this Note and in the
applicable prospectus supplement and pricing supplement are satisfied, the
Indenture Trustee shall make payment of the applicable amount to the direct
participant through the Depositary. Such direct participant shall be responsible
for disbursing any payments it receives from the Depositary pursuant to exercise
of the Survivor's Option to the appropriate Representative. All questions, other
than with respect to the right to limit the aggregate Principal Amount of Notes
as to which exercises of the Survivor's Option shall be accepted in any one
calendar year, regarding the eligibility or validity of any exercise of the
Survivor's Option will be determined by the Indenture Trustee, in its sole
discretion, which determination shall be final and binding on all parties,
provided however, that any such determination is subject to the right of the
issuer of the relevant Funding Agreement to require reasonable evidence that the
exercise of the Survivor's Option satisfied all of the terms and conditions
described in this Note or the prospectus, prospectus supplement and/or pricing
supplement applicable to this Note and any restriction in the schedule to such
Funding Agreement. The Indenture Trustee shall have no liability to any Person,
including without limitation, the Trust, the issuer of the Funding Agreement,
any Holder, any Beneficial Owner or any Representative, arising out of any
determination made by it relating to the eligibility or validity of any exercise
of the Survivor's Option, unless occasioned by the Indenture Trustee's gross
negligence or willful misconduct.
(g) The death of a person holding a beneficial interest in this Note as
a joint tenant or tenant by the entirety with another person, or as a tenant in
common with the deceased owner's spouse, will be deemed the death of the
Beneficial Owner of this Note, and the entire Principal Amount of this Note so
held shall be subject to repayment by the Trust upon request in accordance with
the terms and provisions hereof. However, the death of a person holding a
beneficial interest in this Note as tenant in common with a person other than
such deceased owner's spouse will be deemed the death of a Beneficial Owner only
with respect to such deceased person's ownership interest in this Note.
(h) The death of a person who was a lifetime beneficiary of a trust
holding a beneficial interest in this Note will be treated as the death of the
Beneficial Owner of this Note to the extent of that person's interest in the
trust. The death of a person who was a tenant by the entirety or joint tenant in
a tenancy which is the beneficiary of a trust holding a beneficial interest in
this Note will be treated as the death of the Beneficial Owner of this Note. The
death of an individual who was a tenant in common in a tenancy which is the
beneficiary of a trust holding a beneficial interest in this Note will be
treated as the death of the Beneficial Owner of this Note only with respect to
the deceased person's beneficial interest in this Note, unless a husband and
wife are the tenants in common, in which case the death of either will be
treated as the death of the owner of this Note.
(i) The death of a person who, during his or her lifetime, was entitled
to substantially all of the beneficial ownership interests in this Note will be
deemed the death of the Beneficial Owner of this Note for purposes of the
Survivor's Option, regardless of whether that Beneficial Owner was the
registered holder of this Note, if such beneficial ownership interest can be
2-22
established to the satisfaction of the Indenture Trustee. A beneficial ownership
interest will be deemed to exist in typical cases of nominee ownership, such as
ownership under the Uniform Transfers of Gifts to Minors Act, community property
or other joint ownership arrangements between a husband and wife and lifetime
custodial and trust arrangements.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2-23
ANNEX A
REPAYMENT ELECTION FORM
HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE IncomeNotes(sm) PROGRAM
CUSIP NUMBER ________
To: [Name of Trust] (the "TRUST")
The undersigned financial institution (the "FINANCIAL INSTITUTION")
represents the following:
o The Financial Institution has received a request for repayment
from the executor or other authorized representative (the
"AUTHORIZED REPRESENTATIVE ") of the deceased beneficial owner
listed below (the "DECEASED BENEFICIAL OWNER ") of the
Hartford Life IncomeNotes(sm) program note (CUSIP No.
____________) (the "NOTES ").
o At the time of his or her death, the Deceased Beneficial Owner
owned Notes in the principal amount listed below.
o The Deceased Beneficial Owner acquired the Notes at least
twelve (12) months before the date on which the Deceased
Beneficial Owner died.
o The Financial Institution currently holds such notes as a
direct or indirect participant in The Depository Trust Company
(the "DEPOSITARY").
The Financial Institution agrees to the following terms:
o The Financial Institution shall follow the instructions (the
"INSTRUCTIONS") accompanying this Repayment Election Form
(this "FORM").
o The Financial Institution shall deliver to JPMorgan Chase
Bank, N.A. (the "INDENTURE TRUSTEE") the originals of all
records specified in the Instructions supporting the above
representations and all other related documents received from
the relevant broker or other entity, and shall retain
photocopies thereof, and shall make such photocopies available
to Wilmington Trust Company (the "TRUSTEE "), AMACAR Pacific
Corp. (the "ADMINISTRATOR") or [Name of Trust] (the "TRUST ")
for inspection and review within five business days of the
Trustee's, the Administrator's or the Trust's request.
o If the Financial Institution, the Indenture Trustee, the
Trustee, the Administrator or the Trust, in any such party's
reasonable discretion, deems any of the records specified in
the Instructions supporting the above representations or any
such
2-24
other related documents unsatisfactory to substantiate a claim
for repayment, the Financial Institution shall not be
obligated to submit this Form, and the Trustee, the Indenture
Trustee, the Administrator or Trust may deny repayment. If the
Financial Institution cannot substantiate a claim for
repayment, it shall notify the Indenture Trustee immediately.
o Survivor's Option Elections may not be withdrawn.
o The Financial Institution agrees to indemnify and hold
harmless the Trustee, the Indenture Trustee, the Administrator
and the Trust against and from any and all claims,
liabilities, costs, losses, expenses, suits and damages
resulting from the Financial Institution's above
representations and request for repayment on behalf of the
Authorized Representative.
o The Notes will be repaid on the first Interest Payment Date to
occur at least 20 calendar days after the date of acceptance
of the Notes for repayment, unless such date is not a business
day, in which case the date of repayment shall be the next
succeeding business day.
o Subject to the Trust's rights to limit the aggregate principal
amount of Notes as to which exercises of the Survivor's Option
shall be accepted in any one calendar year, all questions as
to the eligibility or validity of any exercise of the
Survivor's Option will be determined by the Indenture Trustee,
in its sole discretion, which determination shall be final and
binding on all parties.
2-25
REPAYMENT ELECTION FORM
(1)
-------------------------------------------------------------------------------
Name of Deceased Beneficial Owner
(2)
-------------------------------------------------------------------------------
Date of Death
(3)
-------------------------------------------------------------------------------
Name of Authorized Representative Requesting Repayment
(4)
-------------------------------------------------------------------------------
Name of Financial Institution Requesting Repayment
(5)
-------------------------------------------------------------------------------
Signature of Authorized Representative of Financial Institution
Requesting Repayment
(6)
-------------------------------------------------------------------------------
Principal Amount of Requested Repayment
(7)
-------------------------------------------------------------------------------
Date of Election
(8) Financial Institution (9) Wire instructions for payment:
Representative Name: Bank Name:
Phone Number: ABA Number:
Fax Number: Account Name:
Mailing Address (no P.O. Boxes): Account Number:
Reference (optional):
-------------------------------------------------------------------------------
TO BE COMPLETED BY THE INDENTURE TRUSTEE:
(A) DELIVERY AND PAYMENT DATE:
(B) PRINCIPAL AMOUNT:
(C) ACCRUED INTEREST:
(D) DATE OF RECEIPT OF FORM BY THE INDENTURE TRUSTEE:
(E) DATE OF ACKNOWLEDGMENT BY THE INDENTURE TRUSTEE*:
*An acknowledgement, in the form of a copy of this document, will be returned to
the party and location designated in item (8) above.
2-26
INSTRUCTIONS FOR COMPLETING REPAYMENT ELECTION FORM AND EXERCISING
REPAYMENT OPTION
Capitalized terms used and not defined herein have the meanings defined
in the accompanying Repayment Election Form.
1. Collect and retain for a period of at least three years photocopies of
the following: (1) satisfactory evidence of the authority of the
Authorized Representative, (2) satisfactory evidence of death of the
Deceased Beneficial Owner, (3) satisfactory evidence that the Deceased
Beneficial Owner beneficially owned, at the time of his or her death,
the notes being submitted for repayment, which evidence may be in the
form of a letter from the Representative, (4) satisfactory evidence
that the notes being submitted for repayment were acquired by the
Deceased Beneficial Owner at least twelve (12) months before the death
of the Deceased Beneficial Owner, which evidence may be in the form of
a letter from the Representative, and (5) any necessary tax waivers.
For purposes of determining whether the notes will be deemed
beneficially owned by an individual at any given time, the following
rules shall apply:
o If a note (or a portion thereof) is beneficially owned by
tenants by the entirety or joint tenants, the note (or
relevant portion thereof) will be regarded as beneficially
owned by a single owner. Accordingly, the death of a tenant by
the entirety or joint tenant will be deemed the death of the
beneficial owner and the entire principal amount so owned will
become eligible for repayment.
o The death of a person beneficially owning a note (or a portion
thereof) by tenancy in common will be deemed the death of the
beneficial owner only with respect to the deceased owner's
interest in the note (or relevant portion thereof) so owned,
unless a husband and wife are the tenants in common, in which
case the death of either will be deemed the death of the
beneficial owner and the entire principal amount so owned will
be eligible for repayment.
o A note (or a portion thereof) beneficially owned by a trust
will be regarded as beneficially owned by each beneficiary of
the trust to the extent of that beneficiary's interest in the
trust (however, a trust's beneficiaries collectively cannot be
beneficial owners of more notes than are owned by the trust).
The death of a beneficiary of a trust will be deemed the death
of the beneficial owner of the notes (or relevant portion
thereof) beneficially owned by the trust to the extent of that
beneficiary's interest in the trust. The death of an
individual who was a tenant by the entirety or joint tenant in
a tenancy which is the beneficiary of a trust will be deemed
the death of the beneficiary of the trust. The death of an
individual who was a tenant in common in a tenancy which is
the beneficiary of a trust will be deemed the death of the
beneficiary of the trust only with respect to the deceased
holder's beneficial interest in the note, unless a husband and
wife are the tenants in common, in which case the death of
either will be deemed the death of the beneficiary of the
trust.
o The death of a person who, during his or her lifetime, was
entitled to substantially all of the beneficial interest in a
note (or a portion thereof) will be deemed the death of the
beneficial owner of that note (or relevant portion thereof),
regardless of the registration of ownership, if such
beneficial interest can be established to the satisfaction of
the Indenture Trustee. Such beneficial interest will exist in
many cases of street name or nominee ownership, custodial
arrangements, ownership by a trustee, ownership under the
Uniform Transfers of Gifts to Minors Act and community
property or other joint ownership arrangements between
spouses. Beneficial interest will be evidenced by such factors
as the power to sell or otherwise dispose of a note, the right
to receive the proceeds of sale or disposition and the right
to receive interest and principal payments on a note.
2. Indicate the name of the Deceased Beneficial Owner on line (1).
3. Indicate the date of death of the Deceased Beneficial Owner on line
(2).
4. Indicate the name of the Authorized Representative requesting repayment
on line (3).
2-27
5. Indicate the name of the Financial Institution requesting repayment on
line (4).
6. Affix the authorized signature of the Financial Institution's
representative on line (5). THE SIGNATURE MUST BE MEDALLION SIGNATURE
GUARANTEED.
7. Indicate the principal amount of notes to be repaid on line (6).
8. Indicate the date this Form was completed on line (7).
9. Indicate the name, mailing address (no P.O. boxes, please), telephone
number and facsimile-transmission number of the party to whom the
acknowledgment of this election may be sent in item (8).
10. Indicate the wire instruction for payment on line (9).
11. Leave lines (A), (B), (C), (D) and (E) blank.
12. Mail or otherwise deliver an original copy of the completed Form to:
JPMorgan Chase Bank, N.A.
Mortgage Custody Services
Attn: Xxxxxxx X. Xxxxx/Xxxxxx Xxxxxxxxx
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000
13. FACSIMILE TRANSMISSIONS OF THE REPAYMENT ELECTION FORM WILL NOT BE
ACCEPTED.
14. If the acknowledgement of the Indenture Trustee's receipt of this Form
is not received within ten days of the date such information is sent to
JPMorgan Chase Bank, N.A., contact JPMorgan Chase Bank, N.A. at the
address set forth in item 12, telephone number: (000) 000-0000.
15. For assistance with this Form or any questions relating thereto, please
contact: JPMorgan Chase Bank, N.A., at the address set forth in item
12, telephone number: (000) 000-0000, facsimile number: (000) 000-0000.
2-28
