EXHIBIT 4.6
SCHEDULE II
SCHEDULE OF ADDITIONAL PROVISIONS
---------------------------------
EXTENSION ELECTION:
This Note will mature on the Initial Stated Maturity Date, unless the
maturity of all or any portion of the principal amount of this Note is extended
in accordance with the procedures described below. In no event will the maturity
of this Note be extended beyond the Final Stated Maturity Date.
During a notice period relating to an Election Date (as defined below)
the Holder may elect to extend the maturity of all or any portion of the
principal amount of this Note (in any multiple of $1,000) so that the maturity
of this Note will be extended to the Corresponding Maturity Date (as defined
below) for the immediately following Election Date; provided, however, if such
maturity date is not a Business Day, the maturity of this Note will be the
immediately preceding Business Day. The "Election Dates" are the 1st day of each
calendar month, or, if such day is not a Business Day, the next day that is a
Business Day, commencing on May 1, 2008 and ending on March 1, 2012. The
respective "Corresponding Maturity Date" for each Election Date is the 1st day
of the 13th calendar month following the Election Date for which an election to
extend is made provided, however, in no event shall the maturity date be more
than 366 days from the Election Date. If no election is made, the maturity date
of the Notes is the Corresponding Maturity Date for the immediately preceding
Election Date.
To make an effective election, the Holder must deliver a notice of
election during the notice period for an Election Date substantially in the form
attached hereto as Exhibit A (an "Election Notice") duly completed and, in the
event of an election to extend the maturity of only a portion of the principal
of this Note, this Note. The notice period for an Election Date begins on the
5th Business Day prior to the Election Date and ends on the Business Day
immediately preceding the Election Date. The Holder's Election Notice must be
delivered to the Paying Agent through the normal clearing system channels, no
later than the close of business in New York City on the last Business Day in
the notice period, at which time such notice becomes irrevocable.
If, with respect to any Election Date, the Holder does not make an
election to extend the maturity of all or a portion of the principal amount of
this Note, the principal amount of this Note for which the Holder has failed to
make such an election will become due and payable on the earlier of the Initial
Stated Maturity Date or such later Corresponding Maturity Date related to the
relevant Election Date on which the maturity of this Note was previously
extended or if such day is not a Business Day, the immediately preceding
Business Day. The principal amount of this Note for which such election is not
exercised will be represented by a new note substantially in the form attached
hereto as Exhibit B (each a "Short Term Note") issued as of such Election Date
and Schedule A hereto shall be annotated as of such Election Date to reflect the
corresponding decrease in the principal amount hereof. Each Short Term Note so
issued will have the same terms as this Note, except that it will not be
extendible, will have the relevant CUSIP number specified below and its maturity
date will be the earlier of the Initial Stated
Hartford Life Global Funding Trust 2008-002
SII - 1
Maturity Date or such later Corresponding Maturity Date related to the relevant
Election Date on which the maturity of this Note was not extended, or, if such
day is not a Business Day, the immediately preceding Business Day. The failure
to elect to extend the maturity of all or any portion of the principal of this
Note will be irrevocable and will be binding upon any subsequent holder of this
Note.
The Trust and the Indenture Trustee shall deem this Note canceled as to
any portion hereof for which a duly completed Election Notice and, if
applicable, this Note are not delivered to the Paying Agent during the notice
period for any Election Date.
If, with respect to any Election Date under this Note, the Holder does
not extend the maturity of all of the principal amount of this Note, the Paying
Agent, on behalf of the Trust, shall immediately (but in no event later than the
third (3rd) Business Day following the relevant Election Date) notify Hartford
Life of the amount not extended which shall be the principal amount of the
Funding Agreement redeemed on the applicable maturity date.
SPREAD:
The spread for the Notes for the indicated periods is as follows:
- ------------------------------------------------------------------------------ -------------------------------
PERIOD SPREAD
- ------------------------------------------------------------------------------ -------------------------------
From and including the Issuance Date to but not including May 1, 2008 Interpolated rate based upon
the 1-month and 2-month LIBOR
+ 0.35%
- ------------------------------------------------------------------------------ -------------------------------
From and including May 1, 2008 to but not including April 1, 2009 + 0.35%
- ------------------------------------------------------------------------------ -------------------------------
From and including April 1, 2009 to but not including April 1, 2010 + 0.37%
- ------------------------------------------------------------------------------ -------------------------------
From and including April 1, 2010 to but not including April 1, 2011 + 0.38%
- ------------------------------------------------------------------------------ -------------------------------
From and including April 1, 2011 to but not including April 1, 2012 + 0.39%
- ------------------------------------------------------------------------------ -------------------------------
From and including April 1, 2012 to but not including the Final Stated
Maturity Date + 0.40%
- ------------------------------------------------------------------------------ -------------------------------
CUSIP NUMBERS:
The CUSIP numbers for each possible Short Term Note shall be as follows
with regard to each possible maturity date for such Short Term Note:
- ------------------------------------- ---------------------------------------- -------------------------------
ELECTION DATE CUSIP NUMBER(S) MATURITY DATE
- ------------------------------------- ---------------------------------------- -------------------------------
May 1, 2008 41659EHE0 May 1, 2009
- ------------------------------------- ---------------------------------------- -------------------------------
June 1, 2008 41659EHF7 June 1, 2009
- ------------------------------------- ---------------------------------------- -------------------------------
July 1, 2008 41659EHG5 July 1, 2009
- ------------------------------------- ---------------------------------------- -------------------------------
August 1, 2008 41659EHH3 August 1, 2009
- ------------------------------------- ---------------------------------------- -------------------------------
September 1, 2008 41659EHJ9 September 1, 2009
- ------------------------------------- ---------------------------------------- -------------------------------
October 1, 2008 41659EHK6 October 1, 2009
- ------------------------------------- ---------------------------------------- -------------------------------
November 1, 2008 41659EHL4 November 1, 2009
- ------------------------------------- ---------------------------------------- -------------------------------
December 1, 2008 41659EHM2 December 1, 2009
- ------------------------------------- ---------------------------------------- -------------------------------
January 1, 2009 41659EHN0 January 1, 2010
- ------------------------------------- ---------------------------------------- -------------------------------
Hartford Life Global Funding Trust 2008-002
SII - 2
- ------------------------------------- ---------------------------------------- -------------------------------
February 1, 2009 41659EHP5 February 1, 2010
- ------------------------------------- ---------------------------------------- -------------------------------
March 1, 2009 41659EHQ3 March 1, 2010
- ------------------------------------- ---------------------------------------- -------------------------------
April 1, 2009 41659EHR1 April 1, 2010
- ------------------------------------- ---------------------------------------- -------------------------------
May 1, 2009 41659EHS9 May 1, 2010
- ------------------------------------- ---------------------------------------- -------------------------------
June 1, 2009 41659EHT7 June 1, 2010
- ------------------------------------- ---------------------------------------- -------------------------------
July 1, 2009 41659EHU4 July 1, 2010
- ------------------------------------- ---------------------------------------- -------------------------------
August 1, 2009 41659EHV2 August 1, 2010
- ------------------------------------- ---------------------------------------- -------------------------------
September 1, 2009 41659EHW0 September 1, 2010
- ------------------------------------- ---------------------------------------- -------------------------------
October 1, 2009 41659EHX8 October 1, 2010
- ------------------------------------- ---------------------------------------- -------------------------------
November 1, 2009 41659EHY6 November 1, 2010
- ------------------------------------- ---------------------------------------- -------------------------------
December 1, 2009 41659EHZ3 December 1, 2010
- ------------------------------------- ---------------------------------------- -------------------------------
January 1, 2010 41659EJA6 January 1, 2011
- ------------------------------------- ---------------------------------------- -------------------------------
February 1, 2010 41659EJB4 February 1, 2011
- ------------------------------------- ---------------------------------------- -------------------------------
March 1, 2010 41659EJC2 March 1, 2011
- ------------------------------------- ---------------------------------------- -------------------------------
April 1, 2010 41659EJD0 April 1, 2011
- ------------------------------------- ---------------------------------------- -------------------------------
May 1, 2010 41659EJE8 May 1, 2011
- ------------------------------------- ---------------------------------------- -------------------------------
June 1, 2010 41659EJF5 June 1, 2011
- ------------------------------------- ---------------------------------------- -------------------------------
July 1, 2010 41659EJG3 July 1, 2011
- ------------------------------------- ---------------------------------------- -------------------------------
August 1, 2010 41659EJH1 August 1, 2011
- ------------------------------------- ---------------------------------------- -------------------------------
September 1, 2010 41659EJJ7 September 1, 2011
- ------------------------------------- ---------------------------------------- -------------------------------
October 1, 2010 41659EJK4 October 1, 2011
- ------------------------------------- ---------------------------------------- -------------------------------
November 1, 2010 41659EJL2 November 1, 2011
- ------------------------------------- ---------------------------------------- -------------------------------
December 1, 2010 41659EJM0 December 1, 2011
- ------------------------------------- ---------------------------------------- -------------------------------
January 1, 2011 41659EJN8 January 1, 2012
- ------------------------------------- ---------------------------------------- -------------------------------
February 1, 2011 41659EJP3 February 1, 2012
- ------------------------------------- ---------------------------------------- -------------------------------
March 1, 2011 41659EJQ1 March 1, 2012
- ------------------------------------- ---------------------------------------- -------------------------------
April 1, 2011 41659EJR9 April 1, 2012
- ------------------------------------- ---------------------------------------- -------------------------------
May 1, 2011 41659EJS7 May 1, 2012
- ------------------------------------- ---------------------------------------- -------------------------------
June 1, 2011 41659EJT5 June 1, 2012
- ------------------------------------- ---------------------------------------- -------------------------------
July 1, 2011 41659EJU2 July 1, 2012
- ------------------------------------- ---------------------------------------- -------------------------------
August 1, 2011 41659EJV0 August 1, 2012
- ------------------------------------- ---------------------------------------- -------------------------------
September 1, 2011 41659EJW8 September 1, 2012
- ------------------------------------- ---------------------------------------- -------------------------------
October 1, 2011 41659EJX6 October 1, 2012
- ------------------------------------- ---------------------------------------- -------------------------------
November 1, 2011 41659EJY4 November 1, 2012
- ------------------------------------- ---------------------------------------- -------------------------------
December 1, 2011 41659EJZ1 December 1, 2012
- ------------------------------------- ---------------------------------------- -------------------------------
January 1, 2012 41659EKA4 January 1, 2013
- ------------------------------------- ---------------------------------------- -------------------------------
February 1, 2012 41659EKB2 February 1, 2013
- ------------------------------------- ---------------------------------------- -------------------------------
March 1, 2012 41659EKC0 March 1, 2013
- ------------------------------------- ---------------------------------------- -------------------------------
Hartford Life Global Funding Trust 2008-002
SII - 3
SCHEDULE A
The initial aggregate principal amount of the Note evidenced by the
Certificate to which this Schedule is attached is $175,000,000. The notations on
the following table evidence decreases in the aggregate principal amount of the
Note evidenced by such Certificate:
- -------------------------- ------------------------------ --------------------------------- --------------------------
Election Date Decreases in Principal Principal Amount of this Note Notation by Security
Amount of this Note Remaining After Such Decrease Registrar
- -------------------------- ------------------------------ --------------------------------- --------------------------
- -------------------------- ------------------------------ --------------------------------- --------------------------
- -------------------------- ------------------------------ --------------------------------- --------------------------
- -------------------------- ------------------------------ --------------------------------- --------------------------
- -------------------------- ------------------------------ --------------------------------- --------------------------
- -------------------------- ------------------------------ --------------------------------- --------------------------
- -------------------------- ------------------------------ --------------------------------- --------------------------
- -------------------------- ------------------------------ --------------------------------- --------------------------
- -------------------------- ------------------------------ --------------------------------- --------------------------
- -------------------------- ------------------------------ --------------------------------- --------------------------
- -------------------------- ------------------------------ --------------------------------- --------------------------
- -------------------------- ------------------------------ --------------------------------- --------------------------
- -------------------------- ------------------------------ --------------------------------- --------------------------
Hartford Life Global Funding Trust 2008-002
SII - 4
EXHIBIT A
---------
FORM OF ELECTION NOTICE
The undersigned hereby elects to extend the maturity of the Hartford Life Global
Funding Trust 2008-002 Secured Medium-Term Note (CUSIP 41659EHD2) (the "Note")
(or the portion thereof specified below) with the effect provided in said Note
by delivering this Election Notice duly completed by the Holder of said Note,
and in the event of an election to extend the maturity of only a portion of the
principal amount of said Note, by surrendering said Note to the Paying Agent at
the following address:
The Bank of New York - Mellon
Corporate Trust, 8th Floor
101 Barclay Street
New York, NY 10286
or such other address of which the Paying Agent shall from time to time notify
the Holders of the Notes.
If the option to extend the maturity of less than the entire principal amount of
said Note is elected, specify the portion of said Note (which shall be $1,000 or
an integral multiple of $1,000 in excess thereof) as to which the Holder elects
to extend the maturity: $_________; and specify the denomination or
denominations (which shall be $1,000 or an integral multiple of $1,000 in excess
thereof) of the Notes in the form attached to said Note as Exhibit B to be
issued to the Holder for the portion of said Note to which the option to extend
the maturity is not being elected (in absence of any such specification one such
Note in the form of said Exhibit B will be issued for the portion as to which
the option to extend maturity is not being made): $__________.
Date:____________________ _________________________________
NOTICE: The signature on this Election
Notice must correspond with the name
as written upon the face of the Note
in every particular, without
alteration or enlargement or any
change whatever.
Hartford Life Global Funding Trust 2008-002
A - 1
EXHIBIT B
---------
FORM OF SHORT-TERM NOTE
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.: CUSIP NO.: PRINCIPAL AMOUNT: U.S. $
Issuance Date: Floating Rate Note: [X] Yes [ ] No.
Settlement Date: If yes, Regular Floating Rate Notes [X] / Inverse Floating
Issue Price: 100% Rate Notes [ ]
Stated Maturity Date: ___________, or if such day is not a Fixed Interest Rate:
Business Day, the immediately preceding Business Day. Floating Rate/ Fixed Rate Notes: [ ]
Securities Exchange Listing: [ ] Yes [X] No. If yes, Fixed Interest Rate:
indicate name(s) of Fixed Rate Commencement Date:
Securities Exchange(s):-------------------------------. Interest Rate Basis(es):
Depositary: The Depository Trust Company. CD Rate [ ]
Authorized Denominations: $1,000 integral amounts. CMT Rate [ ]
Collateral held in the Trust: Hartford Life Insurance Designated CMT Telerate Page:
Company Funding Agreement No. FA-408002, all proceeds If Telerate Page 7052: [ ] Weekly Average
of the Funding Agreement and all rights and books and [ ] Monthly Average
records pertaining to the foregoing. Designated CMT Maturity Index:
Additional Amounts to be Paid: [ ] Yes [X] No Commercial Paper Rate [ ]
Interest Rate or Formula: Federal Funds Rate [ ]
Fixed Rate Note: [ ] Yes [X] No. If yes, LIBOR [X]
Interest Rate: [X] LIBOR Reuters Page: LIBOR 01
Interest Payment Dates: [ ] LIBOR Moneyline Telerate Page:
Additional/Other Terms: LIBOR Currency: U.S. Dollars
Amortizing Note: [ ] Yes [X] No. If yes, Amortization Prime Rate [ ]
schedule or formula: Treasury Rate [ ]
Additional/Other Terms: Index Maturity: One month.
Discount Note: [ ] Yes [X] No. If yes, Total Amount of Spread: See attached Schedule II.
Discount: Spread Multiplier: Not applicable.
Initial Accrual Period of Discount: Initial Interest Rate, if any:
Interest Payment Dates:
Additional/Other Terms:
Hartford Life Global Funding Trust 2008-002
B - 1
Redemption Provisions: [X] Yes [ ] No. If yes, Initial Interest Reset Date: __________; provided that if
Redemption Date: April 1, 2012 such day is not a Business Day, such Interest Reset Date will be
Initial Redemption Percentage: 100% the next succeeding day that is a Business Day, unless that
Annual Redemption Percentage Reduction, if any: succeeding Business Day would fall in the next calendar month, in
Additional/Other Terms: which case such Interest Reset Date will be the immediately
Repayment Provisions: [ ] Yes [X] No. If yes, preceding Business Day.
Repayment Date(s): Interest Reset Dates: The 1st day of each calendar month; provided
Repayment Price: that if such day is not a Business Day, such Interest Reset Date
Additional/Other Terms: will be the next succeeding day that is a Business Day, unless
Regular Record Date(s): 15 days prior to each Interest that succeeding Business Day would fall in the next calendar
Payment Date. month, in which case such Interest Reset Date will be the
Sinking Fund: None. immediately preceding Business Day.
Day Count Convention: Actual/360. Interest Determination Date(s): As provided herein.
Specified Currency: U.S. Dollars. Interest Payment Dates: The 1st day of each calendar month provided
Exchange Rate Agent: Not Applicable that (1) if such Interest Payment Date (other than the maturity
date) is not a Business Day, such Interest Payment Date will be
the next succeeding day that is a Business Day, unless that
succeeding Business Day would fall in the next calendar month,
in which case such Interest Payment Date will be the immediately
preceding Business Day and (2) the final Interest Payment Date
of this Note will be the maturity date of this Note.
Maximum Interest Rate, if any: Not applicable.
Minimum Interest Rate, if any: Not applicable.
Additional/Other Terms: See attached Schedule II.
Calculation Agent: The Bank of New York Trust Company, N.A.
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 the Issuance Date (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 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
Hartford Life Global Funding Trust 2008-002
B - 2
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 2008-002
B - 3
IN WITNESS WHEREOF, the Trust has caused this instrument to be duly
executed, by manual or facsimile signature.
HARTFORD LIFE GLOBAL FUNDING TRUST 2008-002
Dated: [o] By: Wilmington Trust Company, not in its
individual capacity but solely as Delaware
Trustee.
By:
---------------------------------
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: [o]
By:
---------------------------------
authorized officer
Hartford Life Global Funding Trust 2008-002
B - 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 participant through which it owns
its interest on or prior to
Hartford Life Global Funding Trust 2008-002
B - 5
the applicable Regular Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be, of its election. The applicable participant
must notify DTC of its election on or prior to the third Business Day after the
applicable Regular Record Date or at least 12 calendar days prior to the
Maturity Date, as the case may be, and DTC will notify the Indenture Trustee of
that election on or prior to the fifth Business Day after the applicable Regular
Record Date or at least ten calendar days prior to the Maturity Date, as the
case may be. If complete instructions are received by the participant from the
applicable beneficial owner and forwarded by the participant to DTC, and by DTC
to the Indenture Trustee, on or prior to such dates, then the applicable
beneficial owner will receive payments in the Specified Currency.
(C) The Trust will indemnify the Holder hereof against any loss
incurred as a result of any judgment or order being given or made for any amount
due under this Note and that judgment or order requiring payment in a currency
(the "Judgment Currency") other than the Specified Currency, and as a result of
any variation between: (i) the rate of exchange at which the Specified Currency
amount is converted into the Judgment Currency for the purpose of that judgment
or order; and (ii) the rate of exchange at which the Holder, on the date of
payment of that judgment or order, is able to purchase the Specified Currency
with the amount of the Judgment Currency actually received.
(D) Unless otherwise specified on the face hereof, if payment hereon is
required to be made in a Foreign Currency and such currency is unavailable due
to the imposition of exchange controls or other circumstances beyond the Trust's
control, then the Trust will be entitled to make payments with respect hereto in
U.S. Dollars on the basis of the Market Exchange Rate (as hereinafter defined),
computed by the Exchange Rate Agent, on the second Business Day prior to the
particular payment or, if the Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate.
(E) The "Market Exchange Rate" for the Foreign Currency shall mean the
noon dollar buying rate in The City of New York for cable transfers for the
Foreign Currency as certified for customs purposes (or, if not so certified, as
otherwise determined) by the Federal Reserve Bank of New York.
(F) All determinations made by the Exchange Rate Agent shall be at its
sole discretion and shall, in the absence of manifest error, be conclusive for
all purposes and binding on the Holder hereof.
(G) All costs of exchange in respect of this Note, if denominated in a
Foreign Currency, will be borne by the Holder hereof.
SECTION 3. DETERMINATION OF INTEREST RATE AND CERTAIN OTHER TERMS.
(A) FIXED RATE NOTES. If this Note is specified on the face hereof as a
"Fixed Rate Note":
(i) This Note will bear interest at the rate per annum specified on
the face hereof. Interest on this Note will be computed on the basis
of a 360-day year of twelve 30-day months.
Hartford Life Global Funding Trust 2008-002
B - 6
(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) in
accordance with a schedule attached hereto.
(ii) EFFECTIVE RATE. The rate derived from the applicable Interest
Rate Basis will be determined in accordance with the related
provisions below. The interest rate in effect on each day will be
based on: (1) if that day is an Interest Reset Date, the rate
determined as of the Interest Determination Date immediately
preceding that Interest Reset Date; or (2) if that day is not an
Interest Reset Date, the rate determined as of the Interest
Determination Date immediately preceding the most recent Interest
Reset Date.
(iii) SPREAD; SPREAD MULTIPLIER; INDEX MATURITY. The "Spread" is the
number of basis points (one one-hundredth of a percentage point)
specified on the face hereof to be added to or subtracted from the
related Interest Rate Basis or Interest Rate Bases applicable to
this Note. The "Spread Multiplier" is the percentage specified on
the
Hartford Life Global Funding Trust 2008-002
B - 7
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.
(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
Hartford Life Global Funding Trust 2008-002
B - 8
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 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
Hartford Life Global Funding Trust 2008-002
B - 9
Note. The "CALCULATION DATE", if applicable, pertaining to any
Interest Determination Date will be the earlier of: (1) the tenth
calendar day after the particular Interest Determination Date or, if
such day is not a Business Day, the next succeeding Business Day; or
(2) the Business Day immediately preceding the applicable Interest
Payment Date or the Maturity Date, as the case may be.
(x) MAXIMUM OR MINIMUM INTEREST RATE. If specified on the face
hereof, this Note may have either or both of a Maximum Interest Rate
or a Minimum Interest Rate. If a Maximum Interest Rate is so
designated, the interest rate for a Floating Rate Note cannot ever
exceed such Maximum Interest Rate and in the event that the interest
rate on any Interest Reset Date would exceed such Maximum Interest
Rate (as if no Maximum Interest Rate were in effect) then the
interest rate on such Interest Reset Date shall be the Maximum
Interest Rate. If a Minimum Interest Rate is so designated, the
interest rate for a Floating Rate Note cannot ever be less than such
Minimum Interest Rate and in the event that the interest rate on any
Interest Reset Date would be less than such Minimum Interest Rate
(as if no Minimum Interest Rate were in effect) then the interest
rate on such Interest Reset Date shall be the Minimum Interest Rate.
Notwithstanding anything to the contrary contained herein, the
interest rate on a Floating Rate Note shall not exceed the maximum
interest rate permitted by applicable law.
(xi) INTEREST PAYMENTS. Unless otherwise specified on the face
hereof, the Interest Payment Dates will be, in the case of a
Floating Rate Note which resets: (1) daily, weekly or monthly--the
fifteenth day of each calendar month or on the fifteenth day of
every third calendar month, beginning in the third calendar month
following the month in which the Issuance Date occurred, as
specified on the face hereof; (2) quarterly--the fifteenth day of
every third calendar month, beginning in the third calendar month
following the month in which the Issuance Date occurred; (3)
semi-annually--the fifteenth day of every sixth calendar month,
beginning in the sixth calendar month following the month in which
the Issuance Date occurred; and (4) annually--the fifteenth day of
every twelfth calendar month, beginning in the twelfth calendar
month following the month in which the Issuance Date occurred. In
addition, the Maturity Date will also be an Interest Payment Date.
If any Interest Payment Date other than the Maturity Date for this
Floating Rate Note would otherwise be a day that is not a Business
Day, such Interest Payment Date will be postponed to the next
succeeding Business Day, except that in the case of a Floating Rate
Note as to which LIBOR is an applicable Interest Rate Basis and that
Business Day falls in the next succeeding calendar month, the
particular Interest Payment Date will be the immediately preceding
Business Day. If the Maturity Date of a Floating Rate Note falls on
a day that is not a Business Day, the Trust will make the required
payment of principal, premium, if any, and interest or other amounts
on the next succeeding Business Day, and no additional interest will
accrue in respect of the payment made on that next succeeding
Business Day.
(xii) ROUNDING. Unless otherwise specified on the face hereof, all
percentages resulting from any calculation on this Floating Rate
Note will be rounded to the nearest one hundred-thousandth of a
Hartford Life Global Funding Trust 2008-002
B - 10
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
(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
Hartford Life Global Funding Trust 2008-002
B - 11
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//www.federalreserve.gov/releases/H15/update, or any
successor site or publication.
(2) CMT RATE NOTES. If the Interest Rate Basis is the CMT Rate,
this Note shall be deemed a "CMT Rate Note." Unless otherwise
specified on the face hereof, "CMT Rate" means, from the
Issuance Date to the first Interest Reset Date, the Initial
Interest Rate, if any, and thereafter:
(A) if CMT Moneyline Telerate Page 7051 is specified on
the face hereof:
i. the percentage equal to the yield for United
States Treasury securities at "constant
maturity" having the Index Maturity specified
on the face hereof as published in H.15(519)
under the caption "Treasury Constant
Maturities", as the yield is displayed on
Moneyline Telerate (or any successor service)
on page 7051 (or any other page as may
replace the specified page on that service)
("Moneyline Telerate Page 7051"), for the
particular Interest Determination Date; or
ii. if the rate referred to in clause (i) does
not so appear on Moneyline Telerate Page
7051, the percentage equal to the yield for
United States Treasury securities at
"constant maturity" having the particular
Index Maturity and for the particular
Interest Determination Date as published in
H.15(519) under the caption "Treasury
Constant Maturities"; or
Hartford Life Global Funding Trust 2008-002
B - 12
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 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
Hartford Life Global Funding Trust 2008-002
B - 13
maturity closest to that Index Maturity and
in a principal amount that is representative
for a single transaction in the securities in
that market at that time; or
vii. if fewer than five but more than two prices
referred to in clause (vi) are provided as
requested, the rate on the particular
Interest 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
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
Hartford Life Global Funding Trust 2008-002
B - 14
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 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
Hartford Life Global Funding Trust 2008-002
B - 15
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.
(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
Hartford Life Global Funding Trust 2008-002
B - 16
(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:
Money Market Yield = D x 360 x 100
------------------
360 - (D x M)
where "D" refers to the applicable per annum rate for
commercial paper quoted on a bank discount basis and expressed
as a decimal, and "M" refers to the actual number of days in
the applicable Interest Reset Period.
(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
Hartford Life Global Funding Trust 2008-002
B - 17
Rate 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
(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
Hartford Life Global Funding Trust 2008-002
B - 18
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
(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
Hartford Life Global Funding Trust 2008-002
B - 19
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" 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
Hartford Life Global Funding Trust 2008-002
B - 20
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 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:
Bond Equivalent Yield = D x N x 100
------------------
360 - (D x M)
where "D" refers to the applicable per annum rate for Treasury
Bills quoted on a bank discount basis and expressed as a
decimal, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the applicable Interest
Reset Period.
(C) DISCOUNT NOTES. If this Note is specified on the face hereof as
a "Discount Note":
Hartford Life Global Funding Trust 2008-002
B - 21
(i) PRINCIPAL AND INTEREST. This Note will bear interest in the same
manner as set forth in Section 3(A) above, and payments of principal
and interest shall be made as set forth on the face hereof. Discount
Notes may not bear any interest currently or may bear interest at a
rate that is below market rates at the time of issuance. The difference
between the Issue Price of a Discount Note and par is referred to as
the "Discount".
(ii) REDEMPTION; REPAYMENT; ACCELERATION. In the event a Discount Note
is redeemed, repaid or accelerated, the amount payable to the Holder of
such Discount Note will be equal to the sum of: (A) the Issue Price
(increased by any accruals of Discount) and, in the event of any
redemption of such Discount Note, if applicable, multiplied by the
Initial Redemption Percentage (as adjusted by the Annual Redemption
Percentage Reduction, if applicable); and (B) any unpaid interest
accrued on such Discount Note to the Maturity Date ("Amortized Face
Amount"). Unless otherwise specified on the face hereof, for purposes
of determining the amount of Discount that has accrued as of any date
on which a redemption, repayment or acceleration of maturity occurs for
a Discount Note, a Discount will be accrued using a constant yield
method. The constant yield will be calculated using a 30-day month,
360-day year convention, a compounding period that, except for the
Initial Period (as defined below), corresponds to the shortest period
between Interest Payment Dates for the applicable Discount Note (with
ratable accruals within a compounding period), a coupon rate equal to
the initial coupon rate applicable to the applicable Discount Note and
an assumption that the maturity of such Discount Note will not be
accelerated. If the period from the date of issue to the first Interest
Payment Date for a Discount Note (the "Initial Period") is shorter than
the compounding period for such Discount Note, a proportionate amount
of the yield for an entire compounding period will be accrued. If the
Initial Period is longer than the compounding period, then the period
will be divided into a regular compounding period and a short period
with the short period being treated as provided above.
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.
Hartford Life Global Funding Trust 2008-002
B - 22
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, 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
Hartford Life Global Funding Trust 2008-002
B - 23
Note or Notes for the amount of the unpaid portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.
SECTION 7. MODIFICATIONS AND WAIVERS. The Indenture contains provisions
permitting the Trust and the Indenture Trustee (1) at any time and from time to
time without notice to, or the consent of, the Holders of any Notes issued under
the Indenture to enter into one or more supplemental indentures for certain
enumerated purposes and (2) with the consent of the Holders of a majority in
aggregate principal amount of the Outstanding Notes affected thereby, to enter
into one or more supplemental indentures for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, the Indenture or of modifying in any manner the rights of Holders of Notes
under the Indenture; PROVIDED, that, with respect to certain enumerated
provisions, no such supplemental indenture shall be entered into without the
consent of the Holder of each Note affected thereby. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this 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
Hartford Life Global Funding Trust 2008-002
B - 24
risk exists that Hartford Life will be required to pay additional amounts in
respect of such withholding or deduction, Hartford Life will have the right to
redeem the Funding Agreement and, if Hartford Life elects to so redeem the
Funding Agreement, the Trust will redeem this Note, subject to the terms and
conditions of Section 2.04 of the Indenture.
If (1) a Tax Event (defined below) as to the relevant Funding Agreement
occurs and (2) Hartford Life elects to redeem the Funding Agreement in whole or
in part, the Trust will redeem this Note, subject to the terms and conditions of
Section 2.04 of the Indenture, at the Tax Event Redemption Price (defined below)
together with unpaid interest accrued thereon to the applicable redemption date.
"TAX EVENT" means that Hartford Life shall have received an opinion of
independent legal counsel stating in effect that as a result of (A) any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (B) any amendment to, or
change in, an interpretation or application of any such laws or regulations by
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.
Hartford Life Global Funding Trust 2008-002
B - 25
(B) Prior to due presentment for registration of transfer of this Note,
the Trust, the Indenture Trustee, the Registrar, the Paying Agent, any Agent,
and any other agent of the Trust or the Indenture Trustee may treat the Person
in whose name this Note is registered as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Note shall be overdue, and none of the Trust, the Indenture Trustee, the
Registrar, the Paying Agent, any Agent, or any other agent of the Trust or the
Indenture Trustee shall be affected by notice to the contrary.
(C) The Notes are being issued by means of a book-entry-only system
with no physical distribution of certificates to be made except as provided in
the Indenture. The book-entry system maintained by DTC will evidence ownership
of the Notes, with transfers of ownership effected on the records of DTC and its
participants pursuant to rules and procedures established by DTC and its
participants. The Trust and the Indenture Trustee will recognize Cede & Co., as
nominee of DTC, as the registered owner of the Notes, as the Holder of the Notes
for all purposes, including payment of principal, premium (if any) and interest,
notices and voting. Transfer of principal, premium (if any) and interest to
participants of DTC will be the responsibility of DTC, and transfer of
principal, premium (if any) and interest to beneficial holders of the Notes by
participants of DTC will be the responsibility of such participants and other
nominees of such beneficial holders. So long as the book-entry system is in
effect, the selection of any Notes to be redeemed or repaid will be determined
by DTC pursuant to rules and procedures established by DTC and its participants.
Neither the Trust nor the Indenture Trustee will 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 2008-002
B - 26
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 be issued otherwise than to the
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 2008-002
B - 27
SCHEDULE I
AMORTIZATION TABLE OR FORMULA
-----------------------------
Not applicable.
Hartford Life Global Funding Trust 2008-002
SI - 1
SCHEDULE II
SPREAD:
The spread for the Notes for the indicated periods is as follows:
- ------------------------------------------------------------------------------------ -------------------------------
PERIOD SPREAD
- ------------------------------------------------------------------------------------ -------------------------------
From and including the Issuance Date to but not including May 1, 2008 Interpolated rate based upon
the 1-month and 2-month LIBOR
+ 0.35%
- ------------------------------------------------------------------------------------ -------------------------------
From and including May 1, 2008 to but not including April 1, 2009 + 0.35%
- ------------------------------------------------------------------------------------ -------------------------------
From and including April 1, 2009 to but not including April 1, 2010 + 0.37%
- ------------------------------------------------------------------------------------ -------------------------------
From and including April 1, 2010 to but not including April 1, 2011 + 0.38%
- ------------------------------------------------------------------------------------ -------------------------------
From and including April 1, 2011 to but not including April 1, 2012 + 0.39%
- ------------------------------------------------------------------------------------ -------------------------------
From and including April 1, 2012 to but not including the Stated Maturity Date + 0.40%
- ------------------------------------------------------------------------------------ -------------------------------
Hartford Life Global Funding Trust 2008-002
SII - 1