Exhibit 4.5
OMNIBUS INSTRUMENT
WITH REGARD TO
HARTFORD LIFE GLOBAL FUNDING TRUST 2007-001
WHEREAS, the parties named herein desire to enter into certain Issuance
Documents, each such document dated as of the date specified in this Omnibus
Instrument relating to the issuance by Hartford Life Global Funding Trust
2007-001 (the "Trust") of Hartford Life Global Funding Trust 2007-001 Notes in
the principal amount of $250,000,000.00 (the "Notes") with the terms specified
in the Pricing Supplement attached to this Omnibus Instrument as Exhibit A (the
"Pricing Supplement") to investors under Hartford Life's secured notes program;
WHEREAS, the Trust will be organized under and its activities will be
governed by (i) the provisions of the Trust Agreement (set forth in Section A of
this Omnibus Instrument), dated as of January 11, 2007 (the "Formation Date") by
and between the parties thereto indicated in Section E herein, and (ii) the
certificate of trust of the Trust;
WHEREAS, the Notes will be issued pursuant to the Indenture (set forth
in Section B of this Omnibus Instrument), dated as of January 19, 2007 (the
"Issuance Date"), by and between the parties thereto indicated in Section E
herein;
WHEREAS, the sale of the Notes will be governed by the Distribution
Agreement (set forth in Section C of this Omnibus Instrument), dated as of the
Formation Date, by and between the parties thereto indicated in Section E
herein; and
WHEREAS, certain agreements relating to the Notes and the funding
agreement identified in the Pricing Supplement (the "Funding Agreement") are set
forth in the Coordination Agreement (set forth in Section D of this Omnibus
Instrument), dated as of the Formation Date, by and among the parties thereto
indicated in Section E herein.
All capitalized terms used herein and not otherwise defined will have
the meanings set forth in the Indenture. This Omnibus Instrument is executed as
of the Formation Date.
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party hereby agrees as set forth herein.
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SECTION A
TRUST AGREEMENT
THIS TRUST AGREEMENT, dated as of the Formation Date, is entered into by
and among AMACAR Pacific Corp., a Delaware corporation, as administrator (in
such capacity, the "Administrator") and as trust beneficial owner (in such
capacity, the "Trust Beneficial Owner") and Wilmington Trust Company, a Delaware
banking corporation, as Delaware trustee (the "Delaware Trustee").
W I T N E S S E T H:
-------------------
WHEREAS, the Trust Beneficial Owner, the Administrator and the Delaware
Trustee desire to establish a statutory trust organized pursuant to the Delaware
Statutory Trust Act for the purpose of issuing Notes to investors which will be
secured, and payments with respect to which will be funded, solely by the assets
held in the Trust (as defined in this Omnibus Instrument), the proceeds of which
will be used to purchase the Funding Agreement;
WHEREAS, the Trust Beneficial Owner, the Administrator and the Delaware
Trustee desire to authorize the issuance of a Trust Beneficial Interest and the
Notes in connection with the entry into this Trust Agreement and the Indenture;
WHEREAS, all things necessary to make this Trust Agreement a valid and
legally binding agreement of the Trust Beneficial Owner, the Administrator and
the Delaware Trustee, enforceable in accordance with its terms, have been done;
WHEREAS, the parties intend to provide for, among other things, (i) the
issuance and sale of the Notes (pursuant to the Indenture and the Distribution
Agreement) and the Trust Beneficial Interest, (ii) the use of the proceeds of
the sale of the Notes and Trust Beneficial Interest to acquire the Funding
Agreement and (iii) all other actions deemed necessary or desirable in
connection with the transactions contemplated by this Trust Agreement; and
WHEREAS, the parties hereto desire to incorporate by reference those
certain Standard Trust Agreement Terms dated December 2, 2005, filed as Exhibit
4.7 to the Registration Statement filed by Hartford Life with the Securities and
Exchange Commission (the "SEC") and declared effective by the SEC on March 31,
2006 (the "Standard Trust Agreement Terms") and all capitalized terms not
otherwise defined in this Omnibus Instrument shall have the meaning set forth in
the Standard Trust Agreement Terms (the Standard Trust Agreement Terms and this
Trust Agreement, collectively, the "Trust Agreement").
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party hereby agrees as follows:
PART 1. AGREEMENT TO BE BOUND. The Delaware Trustee, the Administrator
and the Trust Beneficial Owner each hereby agrees to be bound by all of the
terms, provisions and agreements set forth herein, with respect to all matters
contemplated herein, including, without limitation, those relating to the
issuance of the Notes.
PART 2. INCORPORATION BY REFERENCE. All terms, provisions and agreements
of the Standard Trust Agreement Terms (except to the extent expressly modified
herein) are hereby incorporated herein by reference with the same force and
effect as though fully set forth herein. To the extent that the terms set forth
herein are inconsistent with the terms of the Standard Trust Agreement Terms,
the terms set forth herein shall apply.
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PART 3. NAME. The Trust created and governed by this Trust Agreement
shall be designated as indicated in this Omnibus Instrument, as such name may be
modified from time to time by the Delaware Trustee following written notice to
the Trust Beneficial Owner.
PART 4. INITIAL CAPITAL CONTRIBUTION AND OWNERSHIP. The Trust Beneficial
Owner has paid to, or to an account at the direction of, the Delaware Trustee,
on the date hereof, the sum of $15 (or, if the Trust issues Notes at a discount,
the product of $15 and the issue price (expressed as a percentage of the
original principal amount of the Notes)). The Delaware Trustee hereby
acknowledges receipt in trust from the Trust Beneficial Owner, as of the date
hereof, of the foregoing contribution, which shall be used along with the
proceeds from the sale of the Notes to purchase the Funding Agreement. Upon the
creation of the Trust and the registration of the Trust Beneficial Interest in
the Securities Register by the Registrar (as defined in the Standard Trust
Agreement Terms) in the name of the Trust Beneficial Owner, the Trust Beneficial
Owner shall be the sole beneficial owner of the Trust.
PART 5. ACKNOWLEDGMENT. The Delaware Trustee, on behalf of the Trust,
expressly acknowledges its duties and obligations set forth in Section 2.07 of
the Standard Trust Agreement Terms incorporated herein.
PART 6. ADDITIONAL TERMS. None.
PART 7. OMNIBUS INSTRUMENT; EXECUTION AND INCORPORATION OF TERMS. The
parties to this Trust Agreement will enter into this Trust Agreement by
executing the Omnibus Instrument. By executing the Omnibus Instrument, the
Delaware Trustee, the Trust Beneficial Owner and the Administrator hereby agree
that this Trust Agreement will constitute a legal, valid and binding agreement
between the Delaware Trustee, the Trust Beneficial Owner and the Administrator
as of the date specified in the Omnibus Instrument. All terms relating to the
Trust or the Notes not otherwise included in this Trust Agreement will be as
specified in the Omnibus Instrument or Pricing Supplement as indicated herein.
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SECTION B
INDENTURE
THIS INDENTURE, dated as of the Issuance Date, is entered into by and
among The Bank of New York Trust Company, N.A., as indenture trustee, registrar,
transfer agent, paying agent and calculation agent (collectively, the "Indenture
Trustee") and the Trust (as defined in this Omnibus Instrument).
W I T N E S S E T H:
-------------------
WHEREAS, the Trust has duly authorized the execution and delivery of
this Indenture to provide for the issuance of the Notes (as defined in this
Omnibus Instrument);
WHEREAS, all things necessary to make this Indenture a valid and legally
binding agreement of the Trust and the other parties to this Indenture,
enforceable in accordance with its terms, have been done, and the Trust proposes
to do all things necessary to make the Notes, when executed and authenticated
and delivered pursuant hereto, valid and legally binding obligations of the
Trust as hereinafter provided; and
WHEREAS, the parties hereto desire to incorporate by reference those
certain Standard Indenture Terms dated February 27, 2006, filed as Exhibit 4.1
to the Registration Statement filed by Hartford Life with the SEC and declared
effective by the SEC on March 31, 2006 (the "Standard Indenture Terms") and all
capitalized terms not otherwise defined in this Omnibus Instrument shall have
the meaning set forth in the Standard Indenture Terms (the Standard Indenture
Terms and this Indenture, collectively, the "Indenture").
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party hereby agrees as follows:
PART 1. AGREEMENT TO BE BOUND. The Trust and the Indenture Trustee each
hereby agrees to be bound by all of the terms, provisions and agreements set
forth herein, with respect to all matters contemplated herein, including,
without limitation, those relating to the issuance of the Notes.
PART 2. INCORPORATION BY REFERENCE. All terms, provisions and agreements
of the Standard Indenture Terms (except to the extent expressly modified herein)
are hereby incorporated herein by reference with the same force and effect as
though fully set forth herein. To the extent that the terms set forth herein are
inconsistent with the terms of the Standard Indenture Terms, the terms set forth
herein shall apply.
PART 3. DESIGNATION OF THE NOTES. The Notes issued pursuant to this
Indenture shall be designated as specified in this Omnibus Instrument.
PART 4. ADDITIONAL TERMS. None.
PART 5. OMNIBUS INSTRUMENT; EXECUTION AND INCORPORATION OF TERMS. The
parties to this Indenture will enter into this Indenture by executing the
Omnibus Instrument. By executing the Omnibus Instrument, the Trust and the
Indenture Trustee hereby agree that this Indenture will constitute a legal,
valid and binding agreement between the Trust and the Indenture Trustee as of
the date specified in the Omnibus Instrument. All terms relating to the Trust or
the Notes not otherwise included in this Indenture will be as specified in the
Omnibus Instrument or Pricing Supplement as indicated herein.
Hartford Life Global Funding Trust 2007-001
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SECTION C
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT, dated as of the Formation Date, is entered
into by and among each Agent specified in the Pricing Supplement as Agent(s),
(each an "Agent"), Hartford Life Insurance Company, a Connecticut insurance
company ("Hartford Life") and the Trust (as defined in this Omnibus Instrument).
W I T N E S S E T H:
-------------------
WHEREAS, the Trust has entered into the Indenture, dated as of the
Issuance Date by and between the Trust and The Bank of New York Trust Company,
N.A., as indenture trustee (the "Indenture Trustee") to provide for the issuance
by the Trust of the Notes (as defined in this Omnibus Instrument);
WHEREAS, all things necessary to make this Distribution Agreement a
valid and legally binding agreement of the Trust and the other parties to this
Distribution Agreement, enforceable in accordance with its terms, have been
done, and the Trust proposes to do all things necessary to make the Notes, when
executed by the Trust and authenticated and delivered pursuant hereto and the
Indenture, valid and legally binding obligations of the Trust as hereinafter
provided; and
WHEREAS, the parties hereto desire to incorporate by reference those
certain Standard Distribution Agreement Terms dated March 30, 2006, filed as
Exhibit 1.1 to the Registration Statement filed with the SEC by Hartford Life
and declared effective by the SEC on March 31, 2006 (the "Standard Distribution
Agreement Terms") and all capitalized terms not otherwise defined in this
Omnibus Instrument shall have the meaning set forth in the Standard Distribution
Agreement Terms (the Standard Distribution Agreement Terms and this Distribution
Agreement, collectively, the "Distribution Agreement").
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party hereby agrees as follows:
PART 1. AGREEMENT TO BE BOUND. The Agent(s), Hartford Life and the Trust
each hereby agrees to be bound by all of the terms, provisions and agreements
set forth herein, with respect to all matters contemplated herein, including,
without limitation, those relating to the issuance of the Notes.
PART 2. INCORPORATION BY REFERENCE. All terms, provisions and agreements
of the Standard Distribution Agreement Terms (except to the extent expressly
modified herein) are hereby incorporated herein by reference with the same force
and effect as though fully set forth herein. To the extent that the terms set
forth herein are inconsistent with the terms of the Standard Distribution
Agreement Terms, the terms set forth herein shall apply.
PART 3. PURCHASE OF NOTES. The Agent(s) agree to purchase the Notes
having the terms set forth in the Pricing Supplement for the Notes.
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PART 4. DELIVERY OF OPINIONS. Pursuant to Sections 5.1, 5.2 and 5.5,
Hartford Life, the Trust and the Agent(s) have mutually agreed that the
opinions, negative assurances and/or comfort letter, if any, set forth in
Exhibit B to this Omnibus Instrument are required to be delivered on the
Issuance Date.
PART 5. CERTIFICATION. The Agent(s) certify that, as of the Formation
Date they have anti-money laundering policies and procedures in place in
accordance with the requirements imposed by the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (USA PATRIOT Act), Pub. L, 107-56, 115 Stat. 380 (October
26, 2001), or any rules or regulations promulgated thereunder, and the Foreign
Assets Control Regulations issued by the Office of Foreign Assets Control of the
United States Department of the Treasury (31 CFR Part 500), to the extent
applicable to each such Agent. The Agent(s) also certify that, as of the
Formation Date and as of the Settlement Date, such Agent has implemented an
anti-money laundering compliance program pursuant to NASD Rule 3011, to the
extent applicable to such Initial Purchaser.
PART 6. TIME OF SALE. With respect to the Notes, the "Time of Sale" is
3:00 p.m. (New York City time) on the Formation Date.
PART 7. ADDITIONAL TERMS. Notices to the Agents shall be sent to:
J.P. Morgan Securities Inc.
270 Park Avenue
New York, NY 10017
Attn: Medium-Term Note Desk - 8th floor
Fax: (212) 834-6081
Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Attn: Debt Capital Markets, Financial Institutions Group
With a copy to:
Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Attn: General Counsel
PART 8. OMNIBUS INSTRUMENT; EXECUTION AND INCORPORATION OF TERMS. The
parties to this Distribution Agreement will enter into this Distribution
Agreement by executing the Omnibus Instrument. By executing the Omnibus
Instrument the Agents, Hartford Life and the Trust hereby agree that this
Distribution Agreement will constitute a legal, valid and binding agreement
between the Agents, Hartford Life and the Trust as of the date specified in the
Omnibus Instrument. All terms relating to the Trust or the Notes not otherwise
included in this Distribution Agreement will be as specified in the Omnibus
Instrument or Pricing Supplement as indicated herein.
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SECTION D
COORDINATION AGREEMENT
THIS COORDINATION AGREEMENT, dated as of the Formation Date, is entered
into by and among Hartford Life, the Trust and the Indenture Trustee and the
Administrator.
W I T N E S S E T H:
-------------------
WHEREAS, the Trust will enter into the Funding Agreement with Hartford
Life dated as of the Issuance Date;
WHEREAS, the Agent(s) have agreed to sell the Notes in accordance with
the Registration Statement; and
WHEREAS, the Trust intends to issue the Notes in accordance with the
Indenture and to transfer the Funding Agreement to the Indenture Trustee in
accordance with the Indenture to secure payment of the Notes.
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party hereby agrees as follows:
PART 1. AGREEMENT TO BE BOUND. Hartford Life, the Trust and the
Indenture Trustee each hereby agrees to be bound by all of the terms, provisions
and agreements set forth herein, with respect to all matters contemplated
herein, including, without limitation, those relating to the issuance of the
Notes.
PART 2. DELIVERY OF THE FUNDING AGREEMENT. The Trust hereby authorizes
the Indenture Trustee to receive the Funding Agreement from Hartford Life
pursuant to the Assignment of the Funding Agreement (the "Assignment"), to be
entered into on the Issuance Date, and included in the closing instrument dated
as of the Issuance Date (the "Closing Instrument").
PART 3. ISSUANCE AND PURCHASE OF THE NOTES. Delivery of the Funding
Agreement to the Indenture Trustee pursuant to the Assignment of the Funding
Agreement shall be confirmation of payment by the Trust for the Funding
Agreement. The Trust hereby directs the Indenture Trustee, upon receipt of the
Funding Agreement pursuant to the Assignment, (a) to authenticate the Notes in
accordance with the Indenture and (b) to (i) deliver each relevant Note to the
clearing system or systems identified in each such Note, or to the nominee or
custodian of such clearing system, for credit to such accounts as the Agent(s)
may direct, or (ii) deliver each relevant Note to the purchasers thereof as
identified by the Agent(s).
PART 4. DIRECTIONS REGARDING PERIODIC PAYMENTS. As registered owner of
the Funding Agreement as collateral securing payments on the Notes, the
Indenture Trustee will receive payments on the Funding Agreement on behalf of
the Trust. The Trust hereby directs the Indenture Trustee to use such funds to
make payments on behalf of the Trust pursuant to the Trust Agreement and the
Indenture.
PART 5. MATURITY OF THE FUNDING AGREEMENT. Upon the maturity of the
Funding Agreement and the return of funds thereunder, the Trust hereby directs
the Indenture Trustee to set aside from such funds an amount sufficient for the
repayment of the outstanding principal on the Notes when due.
PART 6. ACKNOWLEDGEMENT OF PRIOR AGREEMENTS. The Trust hereby
acknowledges, agrees to and become a party to each of the Administrative
Services Agreement, the License Agreement, and the Expense and Indemnity
Agreement related to the Delaware Trustee. The Administrator hereby acknowledges
the formation of the Trust and affirms its obligations to provide services to
the Trust as set forth in the Administrative Services Agreement.
Hartford Life Global Funding Trust 2007-001
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PART 7. CERTIFICATES. Hartford Life and the Trust each hereby agree to
deliver, on a quarterly basis, such certificate(s) as are required by any rating
agency then rating the Program.
PART 8. NO ADDITIONAL LIABILITY. Nothing in this agreement shall impose
any liability or obligation on the part of any party to this agreement to make
any payment or disbursement in addition to any liability or obligation such
party has under the Issuance Documents or any other agreements related to the
Program, except to the extent that a party has actually received funds which it
is obligated to disburse pursuant to this agreement.
PART 9. NO CONFLICT. This Coordination Agreement is intended to be in
furtherance of the agreements reflected in the documents related to the Issuance
Documents, and not in conflict. To the extent that a provision of this
Coordination Agreement conflicts with the provisions of one or more Issuance
Documents, the provisions of such documents shall govern.
PART 10. GOVERNING LAW. This agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
the principles of conflicts of laws thereof.
PART 11. SEVERABILITY. If any provision in this agreement shall be
invalid, illegal or unenforceable, such provisions shall be deemed severable
from the remaining provisions of this agreement and shall in no way affect the
validity or enforceability of such other provisions of this agreement.
PART 12. OMNIBUS INSTRUMENT; EXECUTION AND INCORPORATION OF TERMS. The
parties to this Coordination Agreement will enter into this Coordination
Agreement by executing the Omnibus Instrument. By executing the Omnibus
Instrument, each party hereto agrees that this Coordination Agreement will
constitute a legal, valid and binding agreement by and among Hartford Life, the
Trust and the Indenture Trustee as of the Issuance Date. All terms relating to
the Trust or the Notes not otherwise included in this Coordination Agreement
will be as specified in the Omnibus Instrument or Pricing Supplement as
indicated in the Omnibus Instrument.
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SECTION E
MISCELLANEOUS AND EXECUTION PAGES
Notwithstanding any other provisions of this Omnibus Instrument, no
amendment to this Omnibus Instrument may be made if such amendment would cause
the Trust not to be disregarded or treated as a grantor trust (assuming the
Trust were not disregarded) for U.S. federal income tax purposes.
This Omnibus Instrument may be executed by each of the parties hereto in
any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. Facsimile signatures shall be deemed original
signatures.
Each signatory, by its execution hereof, does hereby become a party to
each of the agreements identified for such party as of the date specified in
such agreements.
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IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument.
HARTFORD LIFE INSURANCE COMPANY (in executing
below agrees and becomes a party to (i) the
Distribution Agreement set forth in Section C
herein, and (ii) the Coordination Agreement
set forth in Section D herein).
By: /s/ Jeffrey L. Johnson
------------------------------------------
Name: Jeffrey L. Johnson
Title: Assistant Vice President, IIP
Hartford Life Global Funding Trust 2007-001
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IN WITNESS WHEREOF, the undersigned have executed this Omnibus
Instrument.
HARTFORD LIFE GLOBAL FUNDING TRUST 2007-001
in executing below agrees and becomes a party
to (i) the Indenture set forth in Section B
herein, (ii) the Distribution Agreement set
forth in Section C herein and (iii) the
Coordination Agreement set forth in Section D
herein).
By: Wilmington Trust Company, not in its
individual capacity but solely as Delaware
Trustee
By: /s/ Jeanne M. Oller
-----------------------------------------
Name: Jeanne M. Oller
Title: Senior Financial Services Officer
WILMINGTON TRUST COMPANY, in executing below
agrees and becomes a party to the Trust
Agreement set forth in Section A herein, not
in its individual capacity but solely as
Delaware Trustee.
By: /s/ Jeanne M. Oller
------------------------------------------
Name: Jeanne M. Oller
Title: Senior Financial Services Officer
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IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument.
AMACAR PACIFIC CORP. in executing below
agrees and becomes a party to (i) the Trust
Agreement set forth in Section A herein in
its capacity as Trust Beneficial Owner and
Administrator and (ii) the Coordination
Agreement set forth in Section D herein in
its capacity as Administrator.
By: /s/ Evelyn Echevarria
-----------------------------------------
Name: Evelyn Echevarria
Title: Vice President
Hartford Life Global Funding Trust 2007-001
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IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument.
THE BANK OF NEW YORK TRUST COMPANY, N.A., in
executing below agrees and becomes a party to
(i) the Indenture set forth in Section B
herein in its capacity as Indenture Trustee,
Registrar, Transfer Agent, Paying Agent and
Calculation Agent, and (ii) the Coordination
Agreement, set forth in Section D herein in
its capacity as Indenture Trustee.
By: /s/ R. Tarnas
------------------------------------------
Name: R. Tarnas
Title: Vice President
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IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument.
J.P. MORGAN SECURITIES INC., in executing
below agrees and becomes a party to the
Distribution Agreement set forth in Section C
herein.
By: /s/ Robert Bottamedi
------------------------------------------
Name: ROBERT BOTTAMEDI
Title: VICE PRESIDENT
Hartford Life Global Funding Trust 2007-001
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IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument.
LEHMAN BROTHERS INC., in executing below
agrees and becomes a party to the
Distribution Agreement set forth in Section C
herein.
By: /s/ Martin Goldberg
------------------------------------------
Name: MARTIN GOLDBERG
Title: SENIOR VICE PRESIDENT
Hartford Life Global Funding Trust 2007-001
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EXHIBIT A
PRICING SUPPLEMENT
Pricing Supplement No. 61 Filed pursuant to Rule 424(b)(5)
dated January 12, 2007. File No. 333-130089
(To Prospectus dated April 12, 2006,
and Prospectus Supplement dated
April 12, 2006)
This Pricing Supplement consists of 3 pages.
HARTFORD LIFE INSURANCE COMPANY
DEPOSITOR
SECURED MEDIUM-TERM NOTES
ISSUED THROUGH
HARTFORD LIFE GLOBAL FUNDING TRUST 2007-001
FLOATING RATE NOTES DUE JANUARY 17, 2012
The description in this Pricing Supplement is of the particular terms of the
Secured Medium-Term Notes offered hereby and the Funding Agreement sold by
Hartford Life Insurance Company to the Trust specified herein supplements the
description of the general terms and provisions of the Notes and the Funding
Agreements set forth in the accompanying Prospectus and Prospectus Supplement,
to which reference is hereby made.
PROVISIONS RELATING TO THE NOTES
Principal Amount: $250,000,000.00 Type of Interest Rate: [ ] Fixed [X] FLOATING
Price to Public: 100% If Fixed Rate Notes: N/A
Interest Rate: N/A
Net Proceeds to Trust: $249,937,500.00
If Floating Rate Notes:
CUSIP Number: 41659EFK8 Initial Interest Rate: THE INITIAL INTEREST RATE FOR THE
NOTES OFFERED BY THIS PRICING SUPPLEMENT WILL BE THREE MONTH
Agent's Discount: 0.025% LIBOR PLUS 0.10% DETERMINED IN ACCORDANCE WITH THE PROVISIONS
OF THIS PRICING SUPPLEMENT AND THE PROSPECTUS SUPPLEMENT ON
Issuance Date: JANUARY 19, 2007 THE SECOND LONDON BANKING DAY IMMEDIATELY PRECEDING THE
ISSUANCE DATE.
Stated Maturity Date: JANUARY 17, 2012
Base Rate: [ ] CD Rate [ ] Commercial Paper Rate
Initial Interest Payment Date: APRIL 15, 2007 [ ] CMT Rate [ ] Federal Funds Rate
(short first coupon) [X] LIBOR [ ] Treasury Rate
[ ] Prime Rate [ ] Other (See Attached)
Interest Payment Dates: QUARTERLY PROVIDED THAT THE
INTEREST PAYMENT DATE OTHERWISE SCHEDULED TO OCCUR ON If LIBOR: [X] LIBOR Reuters Page: LIBOR01
JANUARY 15, 2012 SHALL INSTEAD OCCUR ON THE STATED [] Libor Telerate Page
MATURITY DATE Designated LIBOR Currency: U.S. Dollars
Specified Currency: U.S. DOLLARS If CMT Rate, Telerate Page: [ ] 7051 [ ] 7052
If 7052: [ ] Weekly Average [ ] Monthly Average
Regular Record Dates: 15 DAYS PRIOR TO EACH INTEREST Designated CMT Maturity Index:
PAYMENT DATE
Interest Reset Dates: QUARTERLY PROVIDED THAT THE
Day Count Convention: ACTUAL/360 INTEREST PAYMENT DATE OTHERWISE SCHEDULED TO OCCUR ON
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JANUARY 15, 2012 SHALL INSTEAD OCCUR ON THE STATED
MATURITY DATE
Initial Interest Reset Date: APRIL 15, 2007
Index Maturity: THREE MONTHS
Interest Rate Determination Dates: AS SPECIFIED IN THE
PROSPECTUS SUPPLEMENT FOR THE INDICATED BASE RATE
Computation of Interest: AS SPECIFIED IN THE Spread: + 0.10%
PROSPECTUS SUPPLEMENT FOR THE INDICATED BASE RATE Spread Multiplier: N/A
Maximum Interest Rate: NONE
Authorized Denominations: $1,000 INTEGRAL AMOUNTS Minimum Interest Rate: NONE
Optional Redemption: Yes [ ] NO [X] Floating Rate/Fixed Rate Note: [ ] Yes [X] NO. If yes:
Optional Redemption Date: N/A Fixed Rate: N/A
Initial Redemption Percentage: N/A Fixed Rate Commencement Date: N/A
Annual Percentage Reduction: N/A
Redemption may be: [ ] In whole only. Inverse Floating Rate Note [ ] Yes [X] NO. If yes,
[ ] In whole or in part. Fixed Interest Rate: N/A
Sinking Fund: NONE
Optional Repayment: [ ] Yes [X] NO
Optional Repayment Dates: N/A Calculation Agent: THE BANK OF NEW YORK TRUST COMPANY, N.A.
Amortizing Note: [ ] Yes (See attached) [X] NO Exchange Rate Agent: NONE
Discount Note: [ ] Yes [X] NO If Yes: Securities Exchange Listing: NONE
Total Amount of Discount: N/A
Yield to Maturity: N/A Additional Amounts to be Paid: [ ] Yes [X] NO
Agents (principal amount purchased): J.P. MORGAN SECURITIES INC. Special Tax Considerations: NONE
($125,000,000.00) AND LEHMAN BROTHERS ($125,000,000.00) Other Provisions Relating to the Notes: THE BANK OF NEW YORK
TRUST COMPANY N.A. IS THE SUCCESSOR INDENTURE TRUSTEE UNDER
SECTION 7.14 OF THE INDENTURE.
INFORMATION RELATING TO THE FUNDING AGREEMENT
Funding Agreement Provider: HARTFORD LIFE Type of Interest Rate: [ ] Fixed [X] FLOATING
INSURANCE COMPANY If Fixed Rate Funding Agreement: Interest Rate: N/A
Funding Agreement: FA-407001 If Floating Rate Funding Agreement: INITIAL INTEREST RATE:
THE INITIAL INTEREST RATE FOR THE FUNDING AGREEMENT OFFERED
Contract Payment: $250,000,015.00 BY THIS PRICING SUPPLEMENT WILL BE THREE MONTH LIBOR
PLUS 0.10%, DETERMINED IN ACCORDANCE WITH THE PROVISIONS
Deposit Amount : $249,937,515.00 OF THIS PRICING SUPPLEMENT AND THE PROSPECTUS
(if different from Contract Payment) SUPPLEMENT ON THE SECOND LONDON BANKING DAY
IMMEDIATELY PRECEDING THE ISSUANCE DATE.
Effective Date: JANUARY 19, 2007
Stated Maturity Date: JANUARY 17, 2012 Base Rate: [ ] CD Rate [ ] Commercial Paper Rate
[ ] CMT Rate [ ] Federal Funds Rate
Initial Interest Payment Date: APRIL 15, 2007 [X] LIBOR [ ] Treasury Rate
(short first coupon) [ ] Prime Rate [ ] Other (See Attached)
Interest Payment Dates: QUARTERLY PROVIDED THAT THE If LIBOR: [X] LIBOR Reuters Page: LIBOR01
INTEREST PAYMENT DATE OTHERWISE SCHEDULED TO OCCUR ON [ ] Libor Telerate Page:
JANUARY 15, 2012 SHALL INSTEAD OCCUR ON THE STATED Designated LIBOR Currency: U.S. Dollar.
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MATURITY DATE
Specified Currency: U.S. DOLLARS If CMT Rate, Telerate Page: [ ] 7051 [ ] 7052
If 7052: [ ] Weekly Average [ ] Monthly Average
Day Count Convention: ACTUAL/360 Designated CMT Maturity Index:
Initial Interest Reset Date: APRIL 15, 2007
Interest Reset Dates: QUARTERLY PROVIDED THAT THE
INTEREST PAYMENT DATE OTHERWISE SCHEDULED TO OCCUR ON
JANUARY 15, 2012 SHALL INSTEAD OCCUR ON THE STATED
MATURITY DATE
Computation of Interest: AS SPECIFIED IN THE PROSPECTUS
SUPPLEMENT FOR THE INDICATED BASE RATE Index Maturity: THREE MONTHS
Optional Redemption: Yes [ ] NO [X] Interest Rate Determination Date: AS SPECIFIED IN THE
Optional Redemption Date: N/A PROSPECTUS SUPPLEMENT FOR THE INDICATED BASE RATE
Initial Redemption Percentage: N/A
Annual Percentage Reduction: N/A Spread: +0.10%
Redemption may be: [ ] In whole only. Spread Multiplier: N/A
[ ] In whole or in part. Maximum Interest Rate: NONE
Minimum Interest Rate: NONE
Other Redemption Terms: N/A Floating Rate/Fixed Rate Funding Agreement: [ ] Yes [X] NO
If yes: Fixed Rate: N/A
Optional Repayment: [ ] Yes [X] NO Fixed Rate Commencement Date: N/A
Optional Repayment Dates: N/A
Additional Amounts to be Paid: [ ] Yes [X] No Inverse Floating Rate Funding Agreement: [ ] Yes [X] NO
If yes: Fixed Interest Rate: N/A
Special Tax Considerations: NONE
Amortizing Funding Agreement: [ ] Yes (See attached)
Other Provisions Relating to the Funding Agreement: NONE [X] No
Discount Funding Agreement: [ ] Yes [X] NO. If yes:
Total Amount of Discount: N/A
Yield to Maturity: N/A
Note: The Opinion regarding the enforceability of the Funding Agreement and the
related Consent of Counsel for Hartford Life Insurance Company is given by John
F. Kennedy, Associate Counsel.
INFORMATION PERTAINING TO THE RATINGS OF
THE NOTES AND THE FUNDING AGREEMENT
It is anticipated that, as of January 19, 2007, both the Notes and the Funding
Agreement will be rated by the indicated rating agencies as follows:
Standard & Poor's: AA- Moody's: Aa3
A.M. Best: aa- Fitch: AA
The Moody's rating also extends to the Program under which the Notes are issued.
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Omnibus Instrument
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EXHIBIT B
RATINGS; REQUIRED DELIVERIES
Ratings:
- --------
In connection with Section 1.1.3 of the Distribution Agreement, the Program
under which the Notes are issued, as well as the Notes, are anticipated to be
rated Aa3 by Moody's and the Notes are rated AA- by S&P. In connection with
Section 1.3.10 of the Distribution Agreement, the Company's financial strength
rating is Aa3 by Moody's, AA- by S&P, aa- by A.M. Best, and AA by Fitch.
Required Deliveries:
- --------------------
Pursuant to Section 5.1, 5.2 and/or 5.5 of the Distribution Agreement the
following opinions, negative assurances and/or comfort letter are required to be
delivered on the Issuance Date (as defined in the Omnibus Instrument):
None.
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