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.: $250,000,000
HARTFORD LIFE GLOBAL FUNDING TRUST 2007-001
SECURED MEDIUM-TERM NOTES
Issuance Date: JANUARY 19, 2007 Floating Rate Note: [X] Yes [ ] No. If yes,
Issue Price: 100% Regular Floating Rate Notes [X]
Stated Maturity Date: JANUARY 17, 2012 Inverse Floating Rate Notes [ ]
Settlement Date: JANUARY 19, 2007 Fixed Interest Rate: N/A
Securities Exchange Listing: [ ] Yes [X] No. If yes, Floating Rate/ Fixed Rate Notes: [ ]
indicate name(s) of Securities Exchange(s): Fixed Interest Rate: N/A
__________________________________________. Fixed Rate Commencement Date: N/A
Depositary: THE DEPOSITORY TRUST COMPANY Interest Rate Basis(es):
Authorized Denominations: $1,000 INCREMENTS
Collateral held in the Trust: Hartford Life Insurance CD Rate [ ]
Company Funding Agreement No.- FA 407001, all CMT Rate [ ]
proceeds of the Funding Agreement and all rights and
books and records pertaining to the foregoing. Designated CMT Telerate Page:
If Telerate Page 7052:
[ ] Weekly Average
Additional Amounts to be Paid: [ ] Yes [X] No [ ] Monthly Average
Interest Rate or Formula:
Fixed Rate Note: [ ] Yes [X] No. If yes, Designated CMT Maturity Index:
Interest Rate: N/A Commercial Paper Rate [ ]
Interest Payment Dates: N/A Federal Funds Rate [ ]
Additional/Other Terms: N/A LIBOR [X]
[X] LIBOR REUTERS PAGE: LIBOR01
Amortizing Note: [ ] Yes [X] No. If yes, [ ] LIBOR Moneyline Telerate Page:
Amortization schedule or formula: LIBOR Currency:
Additional/Other Terms: Prime Rate [ ]
Discount Note: [ ] Yes [X] No. If yes, Treasury Rate [ ]
Total Amount of Discount: N/A Index Maturity: THREE MONTHS
Initial Accrual Period of Discount: N/A Spread and/or Spread Multiplier: +0.10%
Interest Payment Dates: N/A Initial Interest Rate, if any: 5.46%
Additional/Other Terms: N/A Initial Interest Reset Date: APRIL 15, 2007
Redemption Provisions: [ ] Yes [X] No. If yes, Interest Reset Dates: QUARTERLY PROVIDED THAT
Initial Redemption Date: N/A THE INTEREST PAYMENT DATE OTHERWISE SCHEDULED
Redemption Dates: N/A TO OCCUR ON JANUARY 15, 2012, SHALL INSTEAD
Initial Redemption Percentage: N/A OCCUR ON THE STATED MATURITY DATE
Annual Redemption Percentage Reduction, Interest Determination Date(s): AS SPECIFIED IN
if any: N/A THE PROSPECTUS SUPPLEMENT FOR THE INDICATED
Additional/Other Terms: N/A BASE RATE
Repayment Provisions: [ ] Yes [X] No. If yes,
Repayment Date(s): N/A Interest Payment Dates: QUARTERLY PROVIDED THAT
Repayment Price: N/A THE INTEREST PAYMENT DATE OTHERWISE SCHEDULED
Additional/Other Terms: N/A TO OCCUR ON JANUARY 15, 2012, SHALL INSTEAD
Regular Record Date(s): 15 days prior to each Interest OCCUR ON THE STATED MATURITY DATE
Payment Date
Sinking Fund: None Maximum Interest Rate, if any: N/A
Day Count Convention: ACTUAL/360 Minimum Interest Rate, if any: N/A
Specified Currency: US DOLLARS Additional/Other Terms: THE BANK OF NEW YORK
Exchange Rate Agent: N/A TRUST COMPANY, N.A. IS THE SUCCESSOR INDENTURE
Calculation Agent: THE BANK OF NEW YORK TRUST COMPANY, N.A. TRUSTEE UNDER SECTION 7.14 OF THE INDENTURE.
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 January 19, 2007, (the "INDENTURE"), between
The Bank of New York Trust Company, 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
Hartford Life Global Funding Trust 2007-001 Note
Page 2
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.
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 2007-001 Note
Page 3
IN WITNESS WHEREOF, the Trust has caused this instrument to be duly
executed, by manual or facsimile signature.
HARTFORD LIFE GLOBAL FUNDING TRUST
2007-001
Dated: January 19, 2007 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.
THE BANK OF NEW YORK TRUST COMPANY, N.A.
As Indenture Trustee
Dated: January 19, 2007
By: /s/ X. Xxxxxx
------------------------------------
authorized signatory
Hartford Life Global Funding Trust 2007-001 Note
Page 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.
(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
Hartford Life Global Funding Trust 2007-001 Note
Page 5
participant through which it owns its interest 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, 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":
Hartford Life Global Funding Trust 2007-001 Note
Page 6
(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":
(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 Interest Rate Basis as shall be described in 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.
Hartford Life Global Funding Trust 2007-001 Note
Page 7
(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 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.
Hartford Life Global Funding Trust 2007-001 Note
Page 8
(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 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
Hartford Life Global Funding Trust 2007-001 Note
Page 9
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
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,
Hartford Life Global Funding Trust 2007-001 Note
Page 10
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 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
Hartford Life Global Funding Trust 2007-001 Note
Page 11
(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 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; provided
that if no CD Rate is then in effect, the
interest rate for the next Interest Reset Period
will be the Initial Interest Rate.
"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:
Hartford Life Global Funding Trust 2007-001 Note
Page 12
(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 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
Hartford Life Global Funding Trust 2007-001 Note
Page 13
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
Hartford Life Global Funding Trust 2007-001 Note
Page 14
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 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;
provided that if no CMT Rate is
then in effect, the interest
rate for the next Interest Reset
Period will be the Initial
Interest Rate; 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
Hartford Life Global Funding Trust 2007-001 Note
Page 15
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 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
Hartford Life Global Funding Trust 2007-001 Note
Page 16
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; provided
that if no CMT Rate is then in
effect, the interest rate for
the next Interest Reset Period
will be the Initial Interest
Rate.
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.
Hartford Life Global Funding Trust 2007-001 Note
Page 17
(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; provided that if no Commercial Paper Rate
is then in effect, the interest rate for the
next Interest Reset Period will be the Initial
Interest Rate.
"MONEY MARKET YIELD" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
Hartford Life Global Funding Trust 2007-001 Note
Page 18
D x 360
Money Market Yield = ------------- 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.
(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;
provided that if no Federal Funds Rate
Hartford Life Global Funding Trust 2007-001 Note
Page 19
is then in effect, the interest rate for the
next Interest Reset Period will be the Initial
Interest Rate.
(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 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
Hartford Life Global Funding Trust 2007-001 Note
Page 20
(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; provided that if no
LIBOR is then in effect, the interest rate for
the next Interest Reset Period will be the
Initial Interest Rate.
"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" 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
Hartford Life Global Funding Trust 2007-001 Note
Page 21
(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
(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; provided
that if no Prime Rate is then in effect, the
interest rate for the next Interest Reset Period
will be the Initial Interest Rate.
"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"
Hartford Life Global Funding Trust 2007-001 Note
Page 22
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 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
Hartford Life Global Funding Trust 2007-001 Note
Page 23
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;
provided that if no Treasury Rate is then in
effect, the interest rate for the next Interest
Reset Period will be the Initial Interest Rate.
"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
Hartford Life Global Funding Trust 2007-001 Note
Page 24
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.
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.
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 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,
Hartford Life Global Funding Trust 2007-001 Note
Page 25
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 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
Hartford Life Global Funding Trust 2007-001 Note
Page 26
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 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.
Hartford Life Global Funding Trust 2007-001 Note
Page 27
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 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
Hartford Life Global Funding Trust 2007-001 Note
Page 28
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 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.
Hartford Life Global Funding Trust 2007-001 Note
Page 29
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
Date: ______________________ Elect Repayment must correspond with
the 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 if to
amount to be repaid is less than the be issued otherwise than to the
Principal Amount of this Note 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: __________________________________
Hartford Life Global Funding Trust 2007-001 Note
Page 30
SCHEDULE I
AMORTIZATION TABLE OR FORMULA
Hartford Life Global Funding Trust 2007-001 Note
Page 31
