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January 26, 2005
Adam Berman, Vice President
Law Debenture Trust Company of New York
767 Third Ave - 31st Floor
New York, NY 10017
Attention: Corporate Trust Services
Dear Mr. Berman:
The Hartford Life Global Funding program (the "Program") is a program for the
issuance to the public from time to time, of one or more series of notes (each a
Series of "Notes") by newly created statutory trusts organized under the laws of
the State of Delaware (each a "Trust"). A separate Trust will be formed for the
issuance of each series of Notes, pursuant to a trust agreement, between
Wilmington Trust Company, as Delaware trustee (the "Delaware Trustee") and
Amacar Pacific Corporation, as administrator and Beneficial Holder (the "Trust
Agreement"). In conjunction with certain Trusts, the Trust may enter into a
separate indenture (each an "Indenture") with Law Debenture Trust Company of New
York ("Law Debenture") as indenture trustee.
In all such Instances, each series of Notes are secured solely by assets held by
the relevant Trust. The proceeds from the sale of each series of Notes are to be
used to purchase a Funding Agreement issued to the relevant Trust by Hartford
Life Insurance Company, a Connecticut stock life insurance company ("Hartford
Life"). Each Trust shall be administered pursuant to an administrative services
agreement between the Delaware Trustee and Amacar Pacific Corporation, as
administrator (the "Administrator"), dated August 19, 2004, whereby the
Administrator has agreed to provide certain services of the Trust.
In consideration of Law Debenture providing trustee services in connection with
one or more Trusts established under the Program and pursuant to the Program
documents, as applicable to Trusts with respect to which Law Debenture serves as
indenture trustee, Hartford Life hereby agrees to the following compensation
arrangements and terms of indemnity.
1. DEFINITIONS. The following terms, as used herein, have the following
meanings:
"EXCLUDED AMOUNTS" means (i) any obligation of a Trust to make any
payment to any Holder in accordance with the terms of an Indenture or the Notes,
(ii) any obligation or expense of a Trust to the extent that such obligation or
expense has actually been paid utilizing funds available to such Trust from
payments under a Funding Agreement, (iii) any cost, loss, damage, claim, action,
suit, expense, disbursement, tax, penalty or liability of any kind or nature
whatsoever imposed on Law Debenture that results from the bad faith or
negligence of Law Debenture, (iv) any costs and expenses attributable solely to
Law Debenture's administrative overhead, (v) any tax imposed on fees paid to Law
Debenture, (vi) any withholding taxes imposed on or with respect of payments
with respect to the Notes made under any Funding Agreement, an Indenture or any
Note and (vii) any Additional Amounts paid to any Holder.
"FEES" means the fees as set forth in the fee schedule attached hereto
as EXHIBIT A, as revised from time to time in accordance herewith, or in any
separate fee agreement between Hartford Life and Law Debenture.
"INDEMNIFIED PERSON" means any person entitled to indemnity payments
pursuant to Section 5.
"OBLIGATION" means any and all Reasonable Costs and Expenses incurred,
relating to the offering, sale and issuance of the Notes by a Trust and the
administration of the Program documents, including (i) the reasonable fees and
expenses of counsel, and (ii) costs and expenses of a Trust; provided that
Obligations do not include Excluded Amounts or Fees and further provided that
the parties acknowledge that Law Debenture is not obligated to pay the cost or
expenses of any Trust.
"REASONABLE COSTS AND EXPENSES" are limited to (i) all reasonable
expenses actually and reasonably incurred by Law Debenture that either do not
exceed the indicated amounts listed in EXHIBIT B or have been approved in
writing in advance by an officer of Hartford Life including the reasonable legal
expenses incurred in connection with proposed amendments to an Indenture,
related documents or the Program or in connection with series of Notes having
features not contemplated or provided for at the inception of the Program and
(ii) any extraordinary cost or expense actually incurred by Law Debenture that
was not reasonably anticipated by Law Debenture or which was not reasonably
avoidable; provided that Law Debenture will give Hartford Life prompt notice of
any such extraordinary cost or expense.
In the case of expenses approved in writing in advance pursuant to the
definition of "Reasonable Costs and Expenses," Hartford Life agrees, from time
to time, at the request of Law Debenture, to negotiate reasonably and in good
faith reasonable modifications in such expenses that, owing to the nature of the
transaction giving rise to such expenses, Law Debenture reasonably anticipates
will be incurred by it.
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Indentures.
2. FEES. Hartford Life hereby agrees to pay Law Debenture its Fees
promptly after delivery of Law Debenture's invoice therefor. If there is a
substantive change in the nature of Law Debenture's duties acceptable to the
parties, the parties mutually agree to negotiate an equitable adjustment to Law
Debenture's Fees and to reflect such adjustment in a revised EXHIBIT A.
3. PARTIAL REFUND. If Law Debenture resigns or its appointment is
revoked pursuant to any of the Program Documents under which Law Debenture has
duties or obligations, Law Debenture will repay to Hartford Life such part of
any annual Fee paid to it as may be agreed between Law Debenture and Hartford
Life.
4. PAYMENT OF OBLIGATIONS. If Law Debenture delivers written notice and
evidence, reasonably satisfactory to Hartford Life, of any Obligation of Law
Debenture, Hartford Life shall, upon receipt of such notice promptly pay such
Obligation. Notice of any Obligation (including any invoices) should be sent to
Hartford Life at its address set forth below, or at such other address as such
party shall hereafter furnish in writing:
If by overnight delivery: If by U.S. Mail:
Hartford Life Insurance Company Hartford Life Insurance Company
200 Hopmeadow Street P.O. Box 2999
Simsbury, Connecticut 06089 Hartford, Connecticut 06104-2999
Attn.: Institutional Investment Products Attn.: Institutional Investment
Telephone: (860) 843-9477 Products
Facsimile: (860) 843-5775
Law Debenture will (i) from time to time execute all such instruments
and other agreements in a form reasonably satisfactory to Law Debenture and take
all such other actions as Hartford Life may reasonably request, to protect any
interest of Hartford Life with respect to any Obligation or to enable Hartford
Life to exercise or enforce any right, interest or remedy it may have with
respect to any such Obligation, and (ii) release to Hartford Life any amount
received from Hartford Life relating to any Obligation or any portion of any
Obligation, immediately after any such amount relating to such Obligation, or
any portion of any such Obligation, is otherwise received by Law Debenture from
a party other than Hartford Life.
Hartford Life and Law Debenture hereby agree that all payments due
under this Agreement in respect of any Obligation shall be effected, and any
responsibility of Hartford Life to pay such Obligation pursuant to this
Agreement shall be discharged, by the payment by Hartford Life to the account of
the person to whom such Obligation is owed.
5. INDEMNIFICATION. Subject to Section 6 and 7, Hartford Life hereby
agrees to indemnify, and to hold harmless, to the full extent permitted by law,
Law Debenture, its officers, directors, successors, assigns, legal
representatives, agents and servants who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding relating to or arising out of the acceptance or administration by Law
Debenture of its trusts or agencies under the Program Documents or the
performance or non-performance by the Indemnified Person of its duties or
fulfillment of its obligations under the Program Documents or any other
agreement relating to the Program to which Law Debenture becomes a party,
whether civil, criminal administrative or investigative, against losses,
out-of-pocket costs and expenses (including, without limitation, interest and
reasonable attorneys' fees and expenses), liabilities (including liabilities for
penalties), judgments, damages and fines incurred by such party in connection
with the defense or settlement of such action, suit or proceeding, except where
any such claim for indemnification is or relates to any Excluded Amount or is
caused by the Indemnified Person's negligence or willful misconduct.
The indemnification provided for herein supersedes in all respects any
indemnification provision contained in any other Program Document or any other
agreement relating to the Program to which Law Debenture is or becomes a party.
6. INDEMNIFICATION PROCEDURES. An Indemnified Person shall give prompt
written notice to Hartford Life of any action, suit or proceeding commenced or
threatened against the Indemnified Person. Failure to provide prompt notice
shall exclude Hartford Life from its obligation to provide indemnity to the
extent that its ability to defend any such action, suit or proceeding is
impaired by such failure. In case any such action, suit or proceeding shall be
brought involving an Indemnified Person, Hartford Life may, in its sole
discretion, elect to assume the defense of the Indemnified Person, and if it so
elects to assume such defense, Hartford Life shall, in consultation with such
Indemnified Person, select counsel, reasonably acceptable to the Indemnified
Person, to represent the Indemnified Person and pay the reasonable fees and
expenses of such counsel; provided, that if Law Debenture is the Indemnified
Person, such counsel shall be on its approved counsel list. In any such action,
investigation or proceeding, the Indemnified Person shall have the right to
retain its own counsel but Hartford Life shall not be obligated to pay the fees
and disbursements of such counsel unless (i) Hartford Life and the Indemnified
Person shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such action, investigation or proceeding (including any
impleaded parties) include both Hartford Life and the Indemnified Person and
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. It is understood that
Hartford Life shall not, in connection with any proceeding or
related proceeding in the same jurisdiction, be liable for the fees and expenses
of more than one separate firm (in addition to any local counsel) for all
Indemnified Persons who are affiliated with Law Debenture.
7. OTHER INDEMNIFICATION TERMS. Hartford Life shall be subrogated to
any right of the Indemnified Person in respect of the matter as to which any
indemnity was paid hereunder. The Indemnified Person may not settle any action,
investigation or proceeding without the consent of Hartford Life, not to be
unreasonably withheld.
..
8. SURVIVAL. The obligations of Hartford Life, under this agreement
shall survive the termination of each of the Program Documents.
9. WAIVER. No waiver, modification or amendment of this agreement shall
be valid unless executed in writing by the parties hereto.
10. COUNTERPARTS. This agreement may be executed in counterparts
(including by facsimile transmission), each of which when so executed and
delivered shall be deemed an original, but all of such contracts shall together
constitute one and the same document.
11. GOVERNING LAW. This agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws principles.
If the foregoing correctly sets forth the understanding and agreement
between Hartford Life and Law Debenture please so indicate by signing in the
space provided for below.
Very truly yours,
HARTFORD LIFE INSURANCE COMPANY
By: /s/ KENNETH A. MCCULLUM
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Name: KENNETH A. MCCULLUM
Title: VICE PRESIDENT AND ACTUARY
AGREED:
LAW DEBENTURE TRUST COMPANY OF NEW YORK, IN ITS
CAPACITY AS INDENTURE TRUSTEE FOR ONE OR MORE TRUSTS
UNDER THE PROGRAM
By: /s/ ADAM BERMAN
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Name: ADAM BERMAN
Title: VICE PRESIDENT