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 PRINCIPAL AMOUNT: U.S.$100,000,000
Hartford Life Global Funding Trust 2006-033
1
HARTFORD LIFE GLOBAL FUNDING TRUST 2006-033
SECURED MEDIUM-TERM NOTES
Issuance Date: March 29, 2006 Floating Rate Note: [X] Yes [ ] No. If yes,
Issue Price: 100 % Regular Floating Rate Notes [X]
Stated Maturity Date: March 15, 2011 Inverse Floating Rate Notes [ ]
Settlement Date: March 29, 2006 Fixed Interest Rate:
Securities Exchange Listing: [ ] Yes [X] No. If yes, Floating Rate/ Fixed Rate Notes: [ ]
indicate name(s) of Securities Exchange(s): Fixed Interest Rate:
__________________________________. Fixed Rate Commencement Date:
Depositary: The Depository Trust Company Interest Rate Basis(es):
Authorized Denominations: $1,000 increments CD Rate [ ]
Collateral held in the Trust: Hartford Life Insurance CMT Rate [ ]
Company Funding Agreement No. FA-406033, all proceeds Designated CMT Telerate Page:
of the Funding Agreement and all rights and books and If Telerate Page 7052:
records pertaining to the foregoing. [ ] Weekly Average
Additional Amounts to be Paid: [ ] Yes [X] No [ ] Monthly Average
Interest Rate or Formula: Designated CMT Maturity Index:
Fixed Rate Note: [ ] Yes [X] No. If yes, Commercial Paper Rate [ ]
Interest Rate: Federal Funds Rate [ ]
Interest Payment Dates: LIBOR [X]
Additional/Other Terms: [ ] LIBOR Reuters Page:
Amortizing Note: [ ] Yes [X] No. If yes, [X] LIBOR Moneyline Telerate Page:
Amortization schedule or formula: 3750
Additional/Other Terms: LIBOR Currency:
Discount Note: [ ] Yes [X] No. If yes, Prime Rate [ ]
Total Amount of Discount: Treasury Rate [ ]
Initial Accrual Period of Discount: Index Maturity: Three Months
Interest Payment Dates: Spread: +10 basis points
Additional/Other Terms: Spread Multiplier: N/A
Redemption Provisions: [ ] Yes [X] No. If yes, Initial Interest Rate, if any: 5.06%
Initial Redemption Date: Initial Interest Reset Date: June 15, 2006
Redemption Dates: Interest Reset Dates: Quarterly
Initial Redemption Percentage: Interest Determination Date(s): As specified
Annual Redemption Percentage Reduction, in the Prospectus Supplement for the indicated
if any: base rate.
Additional/Other Terms: Interest Payment Dates: Quarterly
Repayment Provisions: [ ] Yes [X] No. If yes, Maximum Interest Rate, if any: None
Repayment Date(s): Minimum Interest Rate, if any: None
Repayment Price: Additional/Other Terms: None
Additional/Other Terms: Regular Record Date(s): 15 days prior to each Interest
Payment Date
Sinking Fund: None.
Day Count Convention: Actual/360
Specified Currency: U.S. Dollars.
Exchange Rate Agent: Not Applicable.
Calculation Agent: JPMorgan Chase Bank, N.A.
Additional/Other Terms: None.
Hartford Life Global Funding Trust 2006-033
2
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. Unless otherwise specified above, 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"). If the Specified
Currency specified above is other than U.S. Dollars, the Holder (as defined in
the Indenture) shall receive such payments in such Foreign Currency (as
hereinafter defined). 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 29, 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.
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.
Hartford Life Global Funding Trust 2006-033
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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.
Hartford Life Global Funding Trust 2006-033
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IN WITNESS WHEREOF, the Trust has caused this instrument to be duly
executed, by manual or facsimile signature.
HARTFORD LIFE GLOBAL FUNDING TRUST 2006-033
Dated: March 29, 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
specified on the face of this Note and referred to in the within-mentioned
Indenture.
JPMORGAN CHASE BANK, N.A.
As Indenture Trustee
Dated: March 29, 2006
By: /s/ Xxxxxx X. Xxxx, XX.
-----------------------
authorized officer
Hartford Life Global Funding Trust 2006-033
5
[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.
(a) Unless specified otherwise on the face hereof, this Note is denominated
in, and payments of principal, premium, if any, and/or interest, if any, will be
made in U.S. Dollars. If specified as the Specified Currency, this Note may be
denominated in, and payments of principal, premium, if any, and/or interest, if
any, may be made in a single currency other than U.S. Dollars (a "Foreign
Currency"). If this Note is denominated in a Foreign Currency, the Holder of
this Note is required to pay for this Note in the Specified Currency.
(b) Unless specified otherwise on the face hereof, if this Note is
denominated in a Foreign Currency, the Trust is obligated to make payments of
principal of, and premium, if any, and interest, if any, on, this Note in the
Specified Currency. Any amounts so payable by the Trust in the Specified
Currency will be converted by the Exchange Rate Agent into U.S. Dollars for
payment to the Holder hereof unless otherwise specified on the face of this Note
or the Holder elects, in the manner described below, to receive these amounts in
the Specified Currency. If this Note is denominated in a Foreign Currency, any
U.S. Dollar amount to be received by the Holder hereof will be based on the bid
quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 A.M., New York City time, on the second Business Day
preceding the applicable payment date from a recognized foreign exchange dealer
(which may be the Exchange Rate Agent) selected by the Exchange Rate Agent and
approved by the Trust for the purchase by the quoting dealer of the Specified
Currency for U.S. Dollars for settlement on that payment date in the aggregate
amount of the Specified Currency payable to all Holders of the Notes scheduled
to receive U.S. Dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by the Holders of
the Notes by deductions from any payments. If a bid quotation is not available,
payments will be made in the Specified Currency. If this Note is denominated in
a Foreign Currency, the Holder of this Note may elect to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest,
if any, in the Specified Currency by submitting a written request to the
Indenture Trustee at its Corporate Trust Office in The City of New York on or
prior to the applicable Regular Record Date or at least 15 calendar days prior
to the Maturity Date, as the case may be. This written request may be mailed or
hand delivered or sent by cable, telex or other form of facsimile transmission.
This election will remain in effect until revoked by written notice delivered to
the Indenture Trustee on or prior to a Regular Record Date or at least 15
calendar days prior to the Maturity Date, as the case may be. The Holder of a
Note denominated in a Foreign Currency to be held in the name of a broker or
nominee should contact their broker or nominee to determine whether and how an
election to receive payments in the Specified Currency may be made. Unless
specified otherwise on the face hereof, if the Specified Currency is other than
U.S. Dollars, a beneficial owner of a Note represented by a Global Note which
elects to receive payments of principal, premium, if any, and/or interest, if
any, in the Specified Currency must notify the participant through which it owns
its interest on or prior to
Hartford Life Global Funding Trust 2006-033
6
the applicable Regular Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be, of its election. The applicable participant
must notify DTC of its election on or prior to the third Business Day after the
applicable Regular Record Date or at least 12 calendar days prior to the
Maturity Date, as the case may be, and DTC will notify the Indenture Trustee of
that election on or prior to the fifth Business Day after the applicable Regular
Record Date or at least ten calendar days prior to the Maturity Date, as the
case may be. If complete instructions are received by the participant from the
applicable beneficial owner and forwarded by the participant to DTC, and by DTC
to the Indenture Trustee, on or prior to such dates, then the applicable
beneficial owner will receive payments in the Specified Currency.
(c) The Trust will indemnify the Holder hereof against any loss incurred as
a result of any judgment or order being given or made for any amount due under
this Note and that judgment or order requiring payment in a currency (the
"Judgment Currency") other than the Specified Currency, and as a result of any
variation between: (i) the rate of exchange at which the Specified Currency
amount is converted into the Judgment Currency for the purpose of that judgment
or order; and (ii) the rate of exchange at which the Holder, on the date of
payment of that judgment or order, is able to purchase the Specified Currency
with the amount of the Judgment Currency actually received.
(d) Unless otherwise specified on the face hereof, if payment hereon is
required to be made in a Foreign Currency and such currency is unavailable due
to the imposition of exchange controls or other circumstances beyond the Trust's
control, then the Trust will be entitled to make payments with respect hereto in
U.S. Dollars on the basis of the Market Exchange Rate (as hereinafter defined),
computed by the Exchange Rate Agent, on the second Business Day prior to the
particular payment or, if the Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate.
(e) The "Market Exchange Rate" for the Foreign Currency shall mean the noon
dollar buying rate in The City of New York for cable transfers for the Foreign
Currency as certified for customs purposes (or, if not so certified, as
otherwise determined) by the Federal Reserve Bank of New York.
(f) All determinations made by the Exchange Rate Agent shall be at its sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and binding on the Holder hereof.
(g) All costs of exchange in respect of this Note, if denominated in a
Foreign Currency, will be borne by the Holder hereof.
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.
Hartford Life Global Funding Trust 2006-033
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(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":
(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).
(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
Hartford Life Global Funding Trust 2006-033
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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 or an Inverse
Floating 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)
multiplied by the applicable Spread Multiplier, if any; and/or
(2) plus or minus the applicable Spread, 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)
multiplied by the applicable Spread Multiplier, if any; and/or
(2) plus or minus the applicable Spread, 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.
(vi) INVERSE FLOATING RATE NOTES. If this Note is specified on
the face hereof as an "Inverse Floating Rate Note", this Note
will bear interest at the Fixed Interest Rate minus the rate
determined by reference to the applicable Interest Rate Basis or
Interest Rate Bases: (1) multiplied by the applicable Spread
Multiplier, if any; and/or (2) plus or minus the applicable
Spread, if any; PROVIDED, HOWEVER, that interest on this Inverse
Floating Rate Note will not be less than zero. Commencing on the
first Interest Reset Date, the rate at which interest on this
Inverse 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.
(vii) 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 every third calendar month,
beginning in the third calendar month following the
Hartford Life Global Funding Trust 2006-033
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month in which the Issuance Date occurred; (5) semi-annually--the
fifteenth day of every sixth calendar month, beginning in the
sixth calendar month following the month in which the Issuance
Date occurred; and (6) annually--the fifteenth day of every
twelfth calendar month, beginning in the twelfth calendar month
following the month in which the Issuance Date occurred;
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.
(viii) 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, unless the
applicable LIBOR Currency is (A) pounds sterling, in which case
the Interest Determination Date will be the related Interest
Reset Date, or (B) euro, in which case the Interest Determination
Date will be the second TARGET Settlement Day (as defined below)
preceding the applicable 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. "TARGET
Settlement Day" means a day on which the TARGET System is open.
(ix) 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
Hartford Life Global Funding Trust 2006-033
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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 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.
(x) 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.
(xi) 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 every third calendar month, beginning in the
third calendar month following the month in which the Issuance
Date occurred, as specified on the face hereof; (2)
quarterly--the fifteenth day of every third calendar month,
beginning in the third calendar month following the month in
which the Issuance Date occurred; (3) semi-annually--the
fifteenth day of every sixth calendar month, beginning in the
sixth calendar month following the month in which the Issuance
Date occurred; and (4) annually--the fifteenth day of every
twelfth calendar month, beginning in the twelfth calendar month
following the month in which the Issuance Date occurred. 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.
(xii) 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
Hartford Life Global Funding Trust 2006-033
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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).
(xiii) 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.
(xiv) DETERMINATION OF INTEREST RATE BASIS. The Calculation Agent
shall determine the rate derived from each Interest Rate Basis in
accordance with the following provisions.
(1) 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:
(A) 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
(B) if the rate referred to in clause (A) 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
(C) if the rate referred to in clause (B) 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
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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 maturity closest to the particular Index
Maturity in an amount that is representative for a
single transaction in that market at that time; or
(D) if the dealers so selected by the Calculation Agent
are not quoting as mentioned in clause (C), 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.
(2) 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:
(A) 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
Hartford Life Global Funding Trust 2006-033
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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 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
Hartford Life Global Funding Trust 2006-033
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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 the particular Interest
Determination Date; or
(B) 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
Hartford Life Global Funding Trust 2006-033
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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 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.
Hartford Life Global Funding Trust 2006-033
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If two United States Treasury securities with an
original maturity greater than the Index Maturity
specified on the face hereof have remaining terms 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.
(3) 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:
(A) 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
(B) if the rate referred to in clause (A) 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
(C) if the rate referred to in clause (B) 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
(D) if the dealers so selected by the Calculation Agent
are not quoting as mentioned in clause (C), 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:
D x 360
Money Market Yield = ------------------ x 100
360 - (D x M)
Hartford Life Global Funding Trust 2006-033
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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.
(4) 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:
(A) 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
(B) if the rate referred to in clause (A) 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
(C) if the rate referred to in clause (B) 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
(D) if the brokers so selected by the Calculation Agent
are not quoting as mentioned in clause (C), the Federal
Funds Rate in effect on the particular Interest
Determination Date.
(5) 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:
(A) 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
Hartford Life Global Funding Trust 2006-033
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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
(B) 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
(C) 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 (A) or (B), 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
(D) if fewer than two offered quotations referred to in
clause (C) 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
(E) if the banks so selected by the Calculation Agent
are not quoting as mentioned in clause (D), 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.
Hartford Life Global Funding Trust 2006-033
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"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" 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.
(6) 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:
(A) the rate on the particular Interest Determination
Date as published in H.15(519) under the caption "Bank
Prime Loan"; or
(B) if the rate referred to in clause (A) 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
(C) if the rate referred to in clause (B) 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
(D) if fewer than four rates referred to in clause (C)
are so published by 3:00 p.m., New York City time, on
the related Calculation Date, the rate calculated by
the Calculation Agent on 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
Hartford Life Global Funding Trust 2006-033
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(E) if the banks so selected by the Calculation Agent
are not quoting as mentioned in clause (D), 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.
(7) 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:
(A) 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
(B) if the rate referred to in clause (A) 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
(C) if the rate referred to in clause (B) 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
(D) if the rate referred to in clause (C) 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
(E) if the rate referred to in clause (D) 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
Hartford Life Global Funding Trust 2006-033
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used for the purpose of displaying the applicable rate,
under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market"; or
(F) if the rate referred to in clause (E) 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 Bills with
a remaining maturity closest to the Index Maturity
specified on the face hereof; or
(G) if the dealers so selected by the Calculation Agent
are not quoting as mentioned in clause (F), 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:
D x N
Bond Equivalent Yield = ------------------ 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
Hartford Life Global Funding Trust 2006-033
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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.
(d) AMORTIZING NOTES. If this Note is specified on the face hereof as
an "Amortizing Note", this Note will bear interest in the same manner as set
forth in Section 3(a) above, and payments of principal, premium, if any, and
interest will be made as set forth on the face hereof and/or in accordance with
Schedule I attached hereto. The Trust will make payments combining principal,
premium (if any) and interest, if applicable, on the dates and in the amounts
set forth in the table appearing in Schedule I, attached to this Note or in
accordance with the formula specified on the face hereof. Payments made hereon
will be applied first to interest due and payable hereon and then to the
reduction of the unpaid principal amount hereof.
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 equal to the Authorized
Denominations (provided that any remaining Principal Amount hereof shall be at
least equal to the Authorized Denomination) 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.
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SECTION 5. SINKING FUNDS AND AMORTIZING NOTES. Unless specified on the face
hereof, this Note will not be subject to, or entitled to the benefit of, any
sinking fund. If this Note is an Amortizing Note, this Note may pay an amount in
respect of both interest and principal amortized over the life of this Note.
SECTION 6. REPAYMENT. If no repayment right is set forth on the face hereof,
this Note may not be repaid at the option of the Holder hereof prior to the
Stated Maturity Date. If a repayment right is granted on the face of this Note,
this Note may be subject to repayment at the option of the Holder on any
Interest Payment Date on and after the date, if any, indicated on the face
hereof (each, a "Repayment Date"). On any Repayment Date, unless otherwise
specified on the face hereof, this Note shall be repayable in whole or in part
in increments equal to the Authorized Denominations (provided that any remaining
Principal Amount hereof shall be at least equal to the Authorized Denomination)
at the option of the Holder hereof at the Repayment Price equal to the
percentage of the Principal Amount to be repaid specified on the face hereof,
together with interest thereon payable to the Repayment Date. For this Note to
be repaid in whole or in part at the option of the Holder hereof, the Indenture
Trustee (or the Paying Agent on behalf of the Indenture Trustee) must receive,
at its Corporate Trust Office, or at such other place or places of which the
Trust shall from time to time notify the Holder of this Note, not more than
seventy-five (75) nor less than thirty (30) days prior to a Repayment Date,
shown on the face of this Note, (i) this Note with the form entitled "Option to
Elect Repayment", attached hereto, duly completed by the Holder or (ii) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States setting forth the name
of the holder of this Note, the principal amount hereof, the certificate number
of this Note or a description of this Note's tenor and terms, the principal
amount hereof to be repaid, a statement that the option to elect repayment is
being exercised thereby and a guarantee that this Note, together with the form
entitled "Option to Elect Repayment" duly completed, will be received by the
Indenture Trustee (or the Paying Agent on behalf of the Indenture Trustee) not
later than the fifth (5th) Business Day after the date of such telegram, telex,
facsimile transmission or letter; PROVIDED, that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and form duly
completed are received by the Indenture Trustee (or the Paying Agent on behalf
of the Indenture Trustee) by such fifth (5th) Business Day. Exercise of such
repayment option by the Holder hereof shall be irrevocable. In the event of
repayment of this Note in part only, a new Note or Notes for the amount of the
unpaid portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof.
SECTION 7. 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
Hartford Life Global Funding Trust 2006-033
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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 8. 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 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 9. 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 10. WITHHOLDING; 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.
Unless otherwise specified on the face hereof, 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 Hartford Life will be required to pay additional amounts to the
Trust to reflect any required withholding or deduction under the Funding
Agreement and Hartford Life is required, or based on an opinion of independent
legal counsel selected by Hartford Life more than an insubstantial risk exists
that Hartford Life will be required to pay additional amounts in respect of such
withholding or deduction, Hartford Life will have the right to redeem the
Funding Agreement and, if Hartford Life elects to so redeem the Funding
Agreement, the Trust will redeem this Note, subject to the terms and conditions
of SECTION 2.04 of the Indenture.
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
Hartford Life Global Funding Trust 2006-033
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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 11. LISTING. Unless otherwise specified on the face hereof, this Note
will not be listed on any securities exchange.
SECTION 12. COLLATERAL. The Collateral for this Note includes the Funding
Agreement specified on the face hereof.
SECTION 13. 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 14. 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.
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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 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.
SECTION 15. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Trust
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the Principal Amount hereof together with interest to the
repayment date, to the undersigned, at:
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address of the undersigned).
If less than the entire Principal Amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $______ or an integral multiple of $1,000 in excess of $______)
of the Notes to be issued to the Holder for the portion of this Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid).
$ _________________________________ NOTICE: The signature on this Option to
Elect Repayment must correspond with the
Date: ____________________________ name as written upon the face of this
Note in every particular, without
alteration or enlargement or any change
whatever.
Principal Amount to be repaid, if Fill in for registration of Notes
amount to be repaid is less than if to be issued otherwise than
the Principal Amount of this Note to the registered Holder:
(Principal Amount remaining must be
an authorized denomination)
Name:__________________________
$_________________________ Address:________________________
________________________
(Please print name and address
including zip code)
SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER: _________________
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SCHEDULE I
AMORTIZATION TABLE OR FORMULA
Not applicable
Hartford Life Global Funding Trust 2006-033
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