<Page>
EXHIBIT A-1
FORM OF RETAIL NOTE
A-1-1
<Page>
EXHIBIT A-1
FORM OF RETAIL GLOBAL 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. $
HARTFORD LIFE GLOBAL FUNDING TRUST [_____]-[___]
INCOMENOTES(SM)
<Table>
Issuance Date: Floating Rate Note: / / Yes / / No. If yes,
Issue Price: Regular Floating Rate Notes / /
Stated Maturity Date: Floating Rate/ Fixed Rate Notes: / /
Settlement Date: Fixed Interest Rate:
Securities Exchange Listing: / / Yes / / No. If yes, Fixed Rate Commencement Date:
indicate name(s) of Securities Exchange(s): Interest Rate Basis(es):
__________________________________________.
Depositary: CD Rate / /
Authorized Denominations: CMT Rate / /
Collateral held in the Trust: Hartford Life Insurance Designated CMT Telerate Page:
Company Funding Agreement No. -, all proceeds of If Telerate Page 7052:
the Funding Agreement and all rights and books and / / Weekly Average
records pertaining to the foregoing. / / Monthly Average
</Table>
<Page>
<Table>
Interest Rate or Formula: Designated CMT Maturity Index:
Fixed Rate Note: / / Yes / / No. If yes, Commercial Paper Rate / /
Interest Rate: Federal Funds Rate / /
Interest Payment Dates: LIBOR / /
Day Count Convention: / / LIBOR Reuters Page:
Additional/Other Terms: / / LIBOR Moneyline Telerate Page:
Discount Note: / / Yes / / No. If yes, LIBOR Currency:
Total Amount of Discount: Prime Rate / /
Initial Accrual Period of Discount: Treasury Rate / /
Interest Payment Dates: Index Maturity:
Additional/Other Terms: Spread and/or Spread Multiplier:
Redemption Provisions: / / Yes / / No. If yes, Initial Interest Rate, if any:
Initial Redemption Date: Initial Interest Reset Date:
Initial Redemption Percentage: Interest Reset Dates:
Annual Redemption Percentage Reduction, Interest Determination Date(s):
if any: Interest Payment Dates:
Additional/Other Terms: Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Additional/Other Terms:
Regular Record Date(s):
Sinking Fund:
Day Count Convention:
Calculation Agent:
Survivor's Option: / / Yes / / No.
If yes, the attached Survivor's Option Rider is
incorporated into this Note.
Additional/Other Terms:
</Table>
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. 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"). 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 "Indenture"), between JPMorgan
Chase Bank, as the indenture trustee (the "Indenture Trustee"), and the
Trust, or on the face hereof.
A-1-2
<Page>
This Note will mature on the Stated Maturity Date, unless its principal (or
any installment of its principal) becomes due and payable prior to the Stated
Maturity Date, whether, as applicable, by the declaration of acceleration of
maturity, notice of redemption by the Trust or otherwise (the Stated Maturity
Date or any date prior to the Stated Maturity Date on which this Note becomes
due and payable, as the case may be, is referred to as the "Maturity Date").
A "Discount Note" is any Note that has an Issue Price that is less than
100% of the Principal Amount thereof by more than a percentage equal to the
product of 0.25% and the number of full years to the Stated Maturity Date.
Unless otherwise specified above, the interest payable on each Interest
Payment Date or the Maturity Date will be the amount of interest accrued from
and including the Issuance Date or from and including the last Interest Payment
Date to which interest has been paid or duly provided for, as the case may be,
to, but excluding, such Interest Payment Date or the Maturity Date, as the case
may be.
Unless otherwise specified above, the interest payable on any Interest
Payment Date will be paid to the Holder on the Regular Record Date for such
Interest Payment Date, which Regular Record Date shall be the fifteenth (15th)
calendar day, whether or not a Business Day, immediately preceding the related
Interest Payment Date; PROVIDED that, notwithstanding any provision of the
Indenture to the contrary, interest payable on any Maturity Date shall be
payable to the Person to whom principal shall be payable; and PROVIDED, FURTHER,
that unless otherwise specified above, in the case of a Note initially issued
between a Regular Record Date and the Interest Payment Date relating to such
Regular Record Date, interest for the period beginning on the Issuance Date and
ending on such Interest Payment Date shall be paid on the Interest Payment Date
following the next succeeding Regular Record Date to the Holder on such next
succeeding Regular Record Date.
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.
A-1-3
<Page>
IN WITNESS WHEREOF, the Trust has caused this instrument to be duly
executed, by manual or facsimile signature.
THE HARTFORD LIFE GLOBAL FUNDING TRUST [-]
Dated: [-] 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 [-]
as referred to in the within-mentioned Indenture.
JPMORGAN CHASE BANK
As Indenture Trustee
Dated: [-]
By:
-----------------------------
authorized officer
A-1-4
<Page>
[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. This Note is denominated in, and payments of principal,
premium, if any, and/or interest, if any, will be made in U.S. Dollars.
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.
(ii) Unless otherwise specified on the face hereof, the Interest
Payment Dates for this Note will be as follows:
<Table>
<Caption>
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.
</Table>
(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":
A-1-5
<Page>
(i) INTEREST RATE BASIS. Interest on this Note will be determined by
reference to the applicable Interest Rate Basis or Interest Rate
Bases, which may, as described below, include the CD Rate, the CMT
Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the
Prime Rate or the Treasury Rate (each as defined below).
(ii) EFFECTIVE RATE. The rate derived from the applicable Interest
Rate Basis will be determined in accordance with the related
provisions below. The interest rate in effect on each day will be
based on: (1) if that day is an Interest Reset Date, the rate
determined as of the Interest Determination Date immediately
preceding that Interest Reset Date; or (2) if that day is not an
Interest Reset Date, the rate determined as of the Interest
Determination Date immediately preceding the most recent Interest
Reset Date.
(iii) SPREAD; SPREAD MULTIPLIER; INDEX MATURITY. The "Spread" is the
number of basis points (one one-hundredth of a percentage point)
specified on the face hereof to be added to or subtracted from the
related Interest Rate Basis or Interest Rate Bases applicable to this
Note. The "Spread Multiplier" is the percentage specified on the face
hereof of the related Interest Rate Basis or Interest Rate Bases
applicable to this 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, 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) plus or minus the applicable Spread, if any; and/or (2)
multiplied by the applicable Spread Multiplier, 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) plus or minus the
applicable Spread, if any; and/or (2) multiplied by the applicable
Spread Multiplier, 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.
A-1-6
<Page>
(vi) INTEREST RESET DATES. The period between Interest Reset Dates
will be the "Interest Reset Period." Unless otherwise specified on
the face hereof, the Interest Reset Dates will be, in the case of
this Floating Rate Note if by its terms it resets: (1) daily--each
Business Day; (2) weekly--the Wednesday of each week, with the
exception of any weekly reset Floating Rate Note as to which the
Treasury Rate is an applicable Interest Rate Basis, which will reset
the Tuesday of each week; (3) monthly--the fifteenth day of each
calendar month; (4) quarterly--the fifteenth day of March, June,
September and December of each year; (5) semi-annually--the fifteenth
day of the two months of each year specified on the face hereof; and
(6) annually--the fifteenth day of the month of each year specified
on the face hereof; 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.
(vii) 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; 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.
(viii) CALCULATION DATES. The interest rate applicable to each
Interest Reset Period will be determined by the Calculation Agent on
or prior to the Calculation Date (as defined below), except with
respect to LIBOR, which will be determined on the particular Interest
Determination Date. Upon request of the Holder of a Floating Rate
Note, the Calculation Agent will disclose the interest rate then in
effect and, if determined, the interest rate that will become
effective as a result of a determination made for the next succeeding
Interest Reset Date with respect to such Floating Rate Note. The
"Calculation Date", if applicable, pertaining to any Interest
Determination
A-1-7
<Page>
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.
(ix) 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.
(x) 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 March, June, September
and December of each year, as specified on the face hereof; (2)
quarterly--the fifteenth day of March, June, September and December
of each year; (3) semi-annually--the fifteenth day of the two months
of each year specified on the face hereof; and (4) annually--the
fifteenth day of the month of each year as specified on the face
hereof. 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.
(xi) ROUNDING. Unless otherwise specified on the face hereof, all
percentages resulting from any calculation on this Floating Rate Note
will be rounded to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded
upwards. All dollar amounts used in or resulting from any calculation
on this Floating Rate Note will be rounded, in the case of U.S.
Dollars, to the nearest cent or, in the case of a Foreign Currency,
to the nearest unit (with one-half cent or unit being rounded
upwards).
A-1-8
<Page>
(xii) 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.
(xiii) DETERMINATION OF INTEREST RATE BASIS. The Calculation Agent
shall determine the rate derived from each Interest Rate Basis in
accordance with the following provisions.
(A) 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:
(1) 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
(2) if the rate referred to in clause (1) 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
(3) if the rate referred to in clause (2) is not so
published by 3:00 P.M., New York City time, on the related
Calculation Date, the rate on the particular Interest
Determination Date calculated by the Calculation Agent as
the arithmetic mean of the secondary market offered rates as
of 10:00 A.M., New York City time, on that Interest
Determination Date, of three leading non-bank dealers in
negotiable United States dollar certificates of deposit in
The City of New York (which may include the purchasing agent
or its affiliates) selected by the Calculation Agent for
negotiable United States dollar certificates of deposit of
major United States money market banks for negotiable United
States certificates of deposit with a remaining
A-1-9
<Page>
maturity closest to the particular Index Maturity in an
amount that is representative for a single transaction in
that market at that time; or
(4) if the dealers so selected by the Calculation Agent are
not quoting as mentioned in clause (3), the CD Rate in
effect on the particular Interest Determination Date.
"H.15(519)" means the weekly statistical release designated as
H.15(519), or any successor publication, published by the Board
of Governors of the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519),
available through the world-wide-web site of the Board of
Governors of the Federal Reserve System at
http//www.federalreserve.gov/releases/H15/update, or any
successor site or publication.
(B) 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:
(1) if CMT Moneyline Telerate Page 7051 is specified on the
face hereof:
i. the percentage equal to the yield for United
States Treasury securities at "constant
maturity" having the Index Maturity specified
on the face hereof as published in H.15(519)
under the caption "Treasury Constant
Maturities", as the yield is displayed on
Moneyline Telerate (or any successor service)
on page 7051 (or any other page as may replace
the specified page on that service) ("Moneyline
Telerate Page 7051"), for the particular
Interest Determination Date; or
ii. if the rate referred to in clause (i) does not
so appear on Moneyline Telerate Page 7051, the
percentage equal to the yield for United States
Treasury securities at "constant maturity"
having the particular Index Maturity and for
the particular Interest Determination Date as
published in H.15(519) under the caption
"Treasury Constant Maturities"; or
iii. if the rate referred to in clause (ii) does not
so appear in H.15(519), the rate on the
particular Interest Determination Date for the
period of the particular Index Maturity as may
then be published by either the Federal Reserve
System Board of Governors or the United States
Department of the Treasury that the Calculation
Agent determines to be comparable to the
A-1-10
<Page>
rate which would otherwise have been published
in H.15(519); or
iv. if the rate referred to in clause (iii) is not
so published, the rate on the particular
Interest Determination Date calculated by the
Calculation Agent as a yield to maturity based
on the arithmetic mean of the secondary market
bid prices at approximately 3:30 P.M., New York
City time, on that Interest Determination Date
of three leading primary United States
government securities dealers in The City of
New York (which may include the purchasing
agent or its affiliates) (each, a "Reference
Dealer") selected by the Calculation Agent from
five Reference Dealers selected by the
Calculation Agent and eliminating the highest
quotation, or, in the event of equality, one of
the highest, and the lowest quotation or, in
the event of equality, one of the lowest, for
United States Treasury securities with an
original maturity equal to the particular Index
Maturity, a remaining term to maturity no more
than one year shorter than that Index Maturity
and in a principal amount that is
representative for a single transaction in the
securities in that market at that time; or
v. if fewer than five but more than two of the
prices referred to in clause (iv) are provided
as requested, the rate on the particular
Interest Determination Date calculated by the
Calculation Agent based on the arithmetic mean
of the bid prices obtained and neither the
highest nor the lowest of the quotations shall
be eliminated; or
vi. if fewer than three prices referred to in
clause (iv) are provided as requested, the rate
on the particular Interest Determination Date
calculated by the Calculation Agent as a yield
to maturity based on the arithmetic mean of the
secondary market bid prices as of approximately
3:30 P.M., New York City time, on that Interest
Determination Date of three Reference Dealers
selected by the Calculation Agent from five
Reference Dealers selected by the Calculation
Agent and eliminating the highest quotation or,
in the event of equality, one of the highest
and the lowest quotation or, in the event of
equality, one of the lowest, for United States
Treasury securities with an original maturity
greater than the particular Index Maturity, a
remaining term to maturity closest to that
Index Maturity and in a principal amount that
is representative for a single transaction in
the securities in that market at that time; or
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
A-1-11
<Page>
Determination Date calculated by the
Calculation Agent based on the arithmetic mean
of the bid prices obtained and neither the
highest nor the lowest of the quotations will
be eliminated; or
viii. if fewer than three prices referred to in
clause (vi) are provided as requested, the CMT
Rate in effect on the particular Interest
Determination Date; or
(2) if CMT Moneyline Telerate Page 7052 is specified on the
face hereof:
i. the percentage equal to the one-week or
one-month, as specified on the face hereof,
average yield for United States Treasury
securities at "constant maturity" having the
Index Maturity specified on the face hereof as
published in H.15(519) opposite the caption
"Treasury Constant Maturities", as the yield is
displayed on Moneyline Telerate (or any
successor service) (on page 7052 or any other
page as may replace the specified page on that
service) ("Moneyline Telerate Page 7052"), for
the week or month, as applicable, ended
immediately preceding the week or month, as
applicable, in which the particular Interest
Determination Date falls; or
ii. if the rate referred to in clause (i) does not
so appear on Moneyline Telerate Page 7052, the
percentage equal to the one-week or one-month,
as specified on the face hereof, average yield
for United States Treasury securities at
"constant maturity" having the particular Index
Maturity and for the week or month, as
applicable, preceding the particular Interest
Determination Date as published in H.15(519)
opposite the caption "Treasury Constant
Maturities"; or
iii. if the rate referred to in clause (ii) does not
so appear in H.15(519), the one-week or
one-month, as specified on the face hereof,
average yield for United States Treasury
securities at "constant maturity" having the
particular Index Maturity as otherwise
announced by the Federal Reserve Bank of New
York for the week or month, as applicable,
ended immediately preceding the week or month,
as applicable, in which the particular Interest
Determination Date falls; or
iv. if the rate referred to in clause (iii) is not
so published, the rate on the particular
Interest Determination Date calculated by the
Calculation Agent as a yield to maturity based
on the 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
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Calculation Agent from five Reference Dealers
selected by the Calculation Agent and
eliminating the highest quotation, or, in the
event of equality, one of the highest, and the
lowest quotation or, in the event of equality,
one of the lowest, for United States Treasury
securities with an original maturity equal to
the particular Index Maturity, a remaining term
to maturity no more than one year shorter than
that Index Maturity and in a principal amount
that is representative for a single transaction
in the securities in that market at that time;
or
v. if fewer than five but more than two of the
prices referred to in clause (iv) are provided
as requested, the rate on the particular
Interest Determination Date calculated by the
Calculation Agent based on the arithmetic mean
of the bid prices obtained and neither the
highest nor the lowest of the quotations shall
be eliminated; or
vi. if fewer than three prices referred to in
clause (iv) are provided as requested, the rate
on the particular Interest Determination Date
calculated by the Calculation Agent as a yield
to maturity based on the arithmetic mean of the
secondary market bid prices as of approximately
3:30 P.M., New York City time, on that Interest
Determination Date of three Reference Dealers
selected by the Calculation Agent from five
Reference Dealers selected by the Calculation
Agent and eliminating the highest quotation or,
in the event of equality, one of the highest
and the lowest quotation or, in the event of
equality, one of the lowest, for United States
Treasury securities with an original maturity
greater than the particular Index Maturity, a
remaining term to maturity closest to that
Index Maturity and in a principal amount that
is representative for a single transaction in
the securities in that market at the time; or
vii. if fewer than five but more than two prices
referred to in clause (vi) are provided as
requested, the rate on the particular Interest
Determination Date calculated by the
Calculation Agent based on the arithmetic mean
of the bid prices obtained and neither the
highest nor the lowest of the quotations will
be eliminated; or
viii. if fewer than three prices referred to in
clause (vi) are provided as requested, the CMT
Rate in effect on that Interest Determination
Date.
If two United States Treasury securities with an original
maturity greater than the Index Maturity specified on the
face hereof have remaining terms
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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.
(C) 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:
(1) 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
(2) if the rate referred to in clause (1) 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
(3) if the rate referred to in clause (2) 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
(4) if the dealers so selected by the Calculation Agent are
not quoting as mentioned in clause (3), the Commercial Paper
Rate in effect on the particular Interest Determination
Date.
"Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
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.
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(D) 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:
(1) 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
(2) if the rate referred to in clause (1) 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
(3) if the rate referred to in clause (2) 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
(4) if the brokers so selected by the Calculation Agent are
not quoting as mentioned in clause (3), the Federal Funds
Rate in effect on the particular Interest Determination
Date.
(E) 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:
(1) 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
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(2) 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
(3) 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
(1) or (2), 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
(4) if fewer than two offered quotations referred to in
clause (3) are provided as requested, the rate calculated by
the Calculation Agent as the arithmetic mean of the rates
quoted at approximately 11:00 A.M., in the applicable
Principal Financial Center, on the particular Interest
Determination Date by three major banks (which may include
affiliates of the purchasing agent) in that Principal
Financial Center selected by the Calculation Agent for loans
in the LIBOR Currency to leading European banks, having the
particular Index Maturity and in a principal amount that is
representative for a single transaction in the LIBOR
Currency in that market at that time; or
(5) if the banks so selected by the Calculation Agent are
not quoting as mentioned in clause (4), LIBOR in effect on
the particular Interest Determination Date.
"LIBOR Currency" means the currency specified on the face hereof
as to which LIBOR shall be calculated or, if no currency is
specified on the face hereof, United States dollars.
"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
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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.
(F) 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:
(1) the rate on the particular Interest Determination Date
as published in H.15(519) under the caption "Bank Prime
Loan"; or
(2) if the rate referred to in clause (1) 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
(3) if the rate referred to in clause (2) is not so
published by 3:00 P.M., New York City time, on the related
Calculation Date, the rate on the particular Interest
Determination Date calculated by the Calculation Agent as
the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen US
PRIME 1 Page (as defined below) as the applicable bank's
prime rate or base lending rate as of 11:00 A.M., New York
City time, on that Interest Determination Date; or
(4) if fewer than four rates referred to in clause (3) are
so published by 3:00 p.m., New York City time, on the
related Calculation Date, the rate calculated by the
Calculation Agent as 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
(5) if the banks so selected by the Calculation Agent are
not quoting as mentioned in clause (4), the Prime Rate in
effect on the particular Interest Determination Date.
"Reuters Screen US PRIME 1 Page" means the display on the Reuter
Monitor Money Rates Service (or any successor service) on the "US
PRIME 1" page (or
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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.
(G) 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:
(1) 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
(2) if the rate referred to in clause (1) 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
(3) if the rate referred to in clause (2) is not so
published by 3:00 P.M., New York City time, on the related
Calculation Date, the Bond Equivalent Yield of the auction
rate of the applicable Treasury Bills as announced by the
United States Department of the Treasury; or
(4) if the rate referred to in clause (3) 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
(5) if the rate referred to in clause (4) 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
(6) if the rate referred to in clause (5) 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
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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
(7) if the dealers so selected by the Calculation Agent are
not quoting as mentioned in clause (6), the Treasury Rate in
effect on the particular Interest Determination Date.
"Bond Equivalent Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
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":
(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,
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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 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 of $1,000 at the applicable
Redemption Price (as defined below), together with unpaid interest, if any,
accrued thereon to, but excluding, the applicable Redemption Date. "Redemption
Price" shall mean an amount equal to the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if applicable)
multiplied by the unpaid Principal Amount of this Note to be redeemed (or in the
case of Discount Notes, multiplied as set forth in Section 3(c)(ii) above). The
unpaid Principal Amount of this Note to be redeemed shall be determined by
multiplying (1) the Outstanding Principal Amount of this Note by (2) the
quotient derived by dividing (A) the outstanding principal amount of the Funding
Agreement to be redeemed by Hartford Life by (B) the outstanding principal
amount of the Funding Agreement. The Initial Redemption Percentage, if any,
applicable to this Note shall decline at each anniversary of the Initial
Redemption Date by an amount equal to the applicable Annual Redemption
Percentage Reduction, if any, until the Redemption Price is equal to 100% of the
unpaid amount thereof to be redeemed. Notice must be given not more than
seventy-five (75) nor less than thirty (30) calendar days prior to the proposed
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.
SECTION 5. SINKING FUNDS. Unless specified on the face hereof, this Note will
not be subject to, or entitled to the benefit of, any sinking fund.
SECTION 6. 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.
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SECTION 7. 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 8. 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 9. WITHHOLDING; NO ADDITIONAL AMOUNTS; 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. 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 (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.
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SECTION 10. LISTING. Unless otherwise specified on the face hereof, this Note
will not be listed on any securities exchange.
SECTION 11. COLLATERAL. The Collateral for this Note includes the Funding
Agreement specified on the face hereof.
SECTION 12. 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 13. MISCELLANEOUS.
(a) This Note is issuable only as a registered Note without coupons in
denominations of $1,000 and any integral multiple of $1,000 in excess thereof
unless otherwise specified on the face of this Note.
(b) Prior to due presentment for registration of transfer of this Note, the
Trust, the Indenture Trustee, the Registrar, the Paying Agent, any Agent, and
any other agent of the Trust or the Indenture Trustee may treat the Person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Note shall be overdue, and none of the Trust, the Indenture Trustee, the
Registrar, the Paying Agent, any Agent, or any other agent of the Trust or the
Indenture Trustee shall be affected by notice to the contrary.
(c) The Notes are being issued by means of a book-entry-only system with no
physical distribution of certificates to be made except as provided in the
Indenture. The book-entry system maintained by DTC will evidence ownership of
the Notes, with transfers of ownership effected on the records of DTC and its
participants pursuant to rules and procedures established by DTC and its
participants. The Trust and the Indenture Trustee will recognize Cede & Co., as
nominee of DTC, as the registered owner of the Notes, as the Holder of the Notes
for all purposes, including payment of principal, premium (if any) and interest,
notices and voting. 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 not 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
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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 14. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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SURVIVOR'S OPTION RIDER
(a) Unless this Note, on its face, has been declared due and payable prior
to the Maturity Date by reason of any Event of Default under the Indenture, or
has been previously redeemed or otherwise repaid, the authorized Representative
(as defined below) of a deceased Beneficial Owner (as defined below) of this
Note shall have the option to elect repayment by the Trust in whole or in part
prior to the Maturity Date following the death of the Beneficial Owner (a
"Survivor's Option"). The Survivor's Option may not be exercised unless this
Note was held by the Beneficial Owner for a period beginning at least 12 full
months immediately prior to the date of such deceased Beneficial Owner's death.
"Beneficial Owner" as used in this Survivor's Option Rider means, with respect
to this Note, the person who has the right, immediately prior to such person's
death, to receive the proceeds from the disposition of this Note, as well as the
right to receive payments on this Note.
(b) Upon (1) the valid exercise of the Survivor's Option and the proper
tender of this Note by or on behalf of a person that has authority to act on
behalf of the deceased Beneficial Owner of this Note under the laws of the
appropriate jurisdiction (including, without limitation, the personal
representative or executor of the deceased Beneficial Owner or the surviving
joint owner of the deceased Beneficial Owner) (the "Representative") and (2) the
tender and acceptance of that portion of the Funding Agreement equal to the
amount of the portion of this Note to be repaid, the Trust shall repay this Note
(or portion thereof) at a price equal to 100% of the unpaid Principal Amount of
the deceased Beneficial Owner's beneficial interest in this Note plus accrued
and unpaid interest to, but excluding, the date of such repayment. However, the
Trust shall not be obligated to repay:
(i) beneficial ownership interests in Notes exceeding the greater of
$1,000,000 or 1% in aggregate principal amount for all Outstanding
notes issued under the Hartford Life Global Funding IncomeNotes(SM)
program to which the Survivor Option applies as of the end of the most
recent calendar year (the "Annual Put Limitation") or such greater
amounts as determined in accordance with the Funding Agreement(s)
securing the Notes of the Trust and set forth in the Pricing
Supplement;
(ii) on behalf of a deceased Beneficial Owner, any beneficial ownership
interest in Hartford Life Global Funding IncomeNotes(SM) that exceeds
$250,000 in aggregate in any calendar year (the "Individual Put
Limitation"), or such greater amount as determined in accordance with
such Funding Agreement(s) and set forth in the Pricing Supplement; or
(iii) beneficial ownership interests in Notes of the Trust exceeding
the Trust Put Limitation, if any, specified in the Pricing Supplement
(the "Trust Put Limitation").
(c) The Trust shall not make principal repayments pursuant to exercise of
the Survivor's Option in amounts that are less than $1,000, and, in the event
that the limitations described in the preceding sentence would result in the
partial repayment of this Note, the Principal Amount remaining Outstanding after
repayment must be at least $1,000 (the minimum authorized denomination of the
Notes).
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(d) An otherwise valid election to exercise the Survivor's Option may not
be withdrawn.
(e) Election to exercise the Survivor's Option will be accepted in the
order that elections are received by the Indenture Trustee, except for any Notes
(or portion thereof) the acceptance of which would contravene (1) the Annual Put
Limitation, (2) the Individual Put Limitation or (3) the Trust Put Limitation.
Any Note (or portion thereof) accepted for repayment pursuant to exercise of the
Survivor's Option shall be repaid on the first Interest Payment Date that occurs
20 or more calendar days after the date of such acceptance. Any exercise(s) of
the Survivor's Option with respect to Notes (or portions thereof) not accepted
during any calendar year, because such acceptance would have contravened the
Annual Put Limitation, the Individual Put Limitation or the Trust Put Limiation,
shall be deemed to be tendered on the first day of the following calendar year
in the order all such Notes (or portions thereof) were originally tendered. In
the event that this Note (or any portion hereof) tendered for repayment pursuant
to valid exercise of the Survivor's Option is not accepted or if repayment is to
be delayed, the Indenture Trustee shall deliver a notice by first-class mail to
the presenting direct participant that states the reason such Note (or portion
thereof) has not been accepted for payment or why repayment is to be delayed.
(f) In order to obtain repayment through exercise of the Survivor's Option
with respect to this Note (or portion hereof), the Representative must provide
the following items to the broker or other entity through which the beneficial
interest in this Note is held by the deceased Beneficial Owner: (1) a written
instruction to such broker or other entity to notify the Depositary of the
Representative's desire to obtain repayment through the exercise of the
Survivor's Option; (2) appropriate evidence satisfactory to the Indenture
Trustee that (i) the deceased was the Beneficial Owner of this Note at the time
of death and the interest in this Note was owned by the deceased Beneficial
Owner for a period beginning at least twelve (12) months immediately prior to
the date of such deceased Beneficial Owner's death, which evidence may be in the
form of a letter from the Representative, (ii) the death of such Beneficial
Owner has occurred, and the date of such death, and (iii) the Representative has
authority to act on behalf of the deceased Beneficial Owner; (3) if the interest
in this Note is held by a nominee of the deceased Beneficial Owner, a
certificate or letter satisfactory to the Indenture Trustee from such nominee
attesting to the deceased's beneficial ownership of this Note; (4) a written
request for repayment signed by the Representative, with the signature
guaranteed by a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc. or a commercial bank or
trust company having an office or correspondent in the United States; (5) if
applicable, a properly executed assignment or endorsement; (6) tax waivers and
such other instruments or documents that the Indenture Trustee reasonably
requires in order to establish the validity of the beneficial ownership of this
Note and the claimant's entitlement to payment; and (7) any additional
information the Indenture Trustee reasonably requires to evidence satisfaction
of any conditions to the exercise of such Survivor's Option or to document
beneficial ownership or authority to make the election and to cause the
repayment of this Note. Such broker or other entity shall then deliver each of
these items to the direct participant of the Depositary, such direct participant
being the entity that holds the beneficial interest in this Note on behalf of
the deceased Beneficial Owner, together with evidence satisfactory to the
Indenture Trustee from the broker or other entity stating that it represents the
deceased Beneficial Owner. Such direct participant shall then execute an
election form in the form attached hereto as Annex A and deliver the originals
of such items to the Indenture Trustee and retain photocopies thereof. If the
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Indenture Trustee determines that it has received the requisite documentation
and information and all other conditions described in this Note and in the
applicable prospectus supplement and pricing supplement are satisfied, the
Indenture Trustee shall make payment of the applicable amount to the direct
participant through the Depositary. Such direct participant shall be responsible
for disbursing any payments it receives from the Depositary pursuant to exercise
of the Survivor's Option to the appropriate Representative. All questions, other
than with respect to the right to limit the aggregate Principal Amount of Notes
as to which exercises of the Survivor's Option shall be accepted in any one
calendar year, regarding the eligibility or validity of any exercise of the
Survivor's Option will be determined by the Indenture Trustee, in its sole
discretion, which determination shall be final and binding on all parties,
provided however, that any such determination is subject to the right of the
issuer of the relevant Funding Agreement to require reasonable evidence that the
exercise of the Survivor's Option satisfied all of the terms and conditions
described in this Note or the prospectus, prospectus supplement and/or pricing
supplement applicable to this Note and any restriction in the schedule to such
Funding Agreement. The Indenture Trustee shall have no liability to any Person,
including without limitation, the Trust, the issuer of the Funding Agreement,
any Holder, any Beneficial Owner or any Representative, arising out of any
determination made by it relating to the eligibility or validity of any exercise
of the Survivor's Option, unless occasioned by the Indenture Trustee's gross
negligence or willful misconduct.
(g) The death of a person holding a beneficial interest in this Note as a
joint tenant or tenant by the entirety with another person, or as a tenant in
common with the deceased owner's spouse, will be deemed the death of the
Beneficial Owner of this Note, and the entire Principal Amount of this Note so
held shall be subject to repayment by the Trust upon request in accordance with
the terms and provisions hereof. However, the death of a person holding a
beneficial interest in this Note as tenant in common with a person other than
such deceased owner's spouse will be deemed the death of a Beneficial Owner only
with respect to such deceased person's ownership interest in this Note.
(h) The death of a person who was a lifetime beneficiary of a trust holding
a beneficial interest in this Note will be treated as the death of the
Beneficial Owner of this Note to the extent of that person's interest in the
trust. The death of a person who was a tenant by the entirety or joint tenant in
a tenancy which is the beneficiary of a trust holding a beneficial interest in
this Note will be treated as the death of the Beneficial Owner of this Note. The
death of an individual who was a tenant in common in a tenancy which is the
beneficiary of a trust holding a beneficial interest in this Note will be
treated as the death of the Beneficial Owner of this Note only with respect to
the deceased person's beneficial interest in this Note, unless a husband and
wife are the tenants in common, in which case the death of either will be
treated as the death of the owner of this Note.
(i) The death of a person who, during his or her lifetime, was entitled to
substantially all of the beneficial ownership interests in this Note will be
deemed the death of the Beneficial Owner of this Note for purposes of the
Survivor's Option, regardless of whether that Beneficial Owner was the
registered holder of this Note, if such beneficial ownership interest can be
established to the satisfaction of the Indenture Trustee. A beneficial ownership
interest will be deemed to exist in typical cases of nominee ownership, such as
ownership under the Uniform
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Transfers of Gifts to Minors Act, community property or other joint ownership
arrangements between a husband and wife and lifetime custodial and trust
arrangements.
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<Page>
ANNEX A
REPAYMENT ELECTION FORM
HARTFORD LIFE INSURANCE COMPANY
HARTFORD LIFE INCOMENOTES(SM) PROGRAM
CUSIP NUMBER ________
To: [Name of Trust] (the "TRUST")
The undersigned financial institution (the "FINANCIAL INSTITUTION")
represents the following:
- The Financial Institution has received a request for repayment from
the executor or other authorized representative (the "AUTHORIZED
REPRESENTATIVE") of the deceased beneficial owner listed below (the
"DECEASED BENEFICIAL OWNER") of the Hartford Life IncomeNotes(SM)
program note (CUSIP No. ____________) (the "NOTES").
- At the time of his or her death, the Deceased Beneficial Owner owned
Notes in the principal amount listed below.
- The Deceased Beneficial Owner acquired the Notes at least twelve (12)
months before the date on which the Deceased Beneficial Owner died.
- The Financial Institution currently holds such notes as a direct or
indirect participant in The Depository Trust Company (the
"DEPOSITARY").
The Financial Institution agrees to the following terms:
- The Financial Institution shall follow the instructions (the
"INSTRUCTIONS") accompanying this Repayment Election Form (this
"FORM").
- The Financial Institution shall deliver to JPMorgan Chase Bank (the
"INDENTURE TRUSTEE") the originals of all records specified in the
Instructions supporting the above representations and all other
related documents received from the relevant broker or other entity,
and shall retain photocopies thereof, and shall make such photocopies
available to Wilmington Trust Company (the "TRUSTEE"), AMACAR Pacific
Corp. (the "ADMINISTRATOR") or [Name of Trust] (the "TRUST") for
inspection and review within five business days of the Trustee's, the
Administrator's or the Trust's request.
- If the Financial Institution, the Indenture Trustee, the Trustee, the
Administrator or the Trust, in any such party's reasonable discretion,
deems any of the records specified in the Instructions supporting the
above representations or any such
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other related documents unsatisfactory to substantiate a claim for
repayment, the Financial Institution shall not be obligated to submit
this Form, and the Trustee, the Indenture Trustee, the Administrator
or Trust may deny repayment. If the Financial Institution cannot
substantiate a claim for repayment, it shall notify the Indenture
Trustee immediately.
- Survivor's Option Elections may not be withdrawn.
- The Financial Institution agrees to indemnify and hold harmless the
Trustee, the Indenture Trustee, the Administrator and the Trust
against and from any and all claims, liabilities, costs, losses,
expenses, suits and damages resulting from the Financial Institution's
above representations and request for repayment on behalf of the
Authorized Representative.
- The Notes will be repaid on the first Interest Payment Date to occur
at least 20 calendar days after the date of acceptance of the Notes
for repayment, unless such date is not a business day, in which case
the date of repayment shall be the next succeeding business day.
- Subject to the Trust's rights to limit the aggregate principal amount
of Notes as to which exercises of the Survivor's Option shall be
accepted in any one calendar year, all questions as to the eligibility
or validity of any exercise of the Survivor's Option will be
determined by the Indenture Trustee, in its sole discretion, which
determination shall be final and binding on all parties.
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<Page>
REPAYMENT ELECTION FORM
(1)
----------------------------------------------------------------------
Name of Deceased Beneficial Owner
(2)
----------------------------------------------------------------------
Date of Death
(3)
----------------------------------------------------------------------
Name of Authorized Representative Requesting Repayment
(4)
----------------------------------------------------------------------
Name of Financial Institution Requesting Repayment
(5)
----------------------------------------------------------------------
Signature of Authorized Representative of Financial
Institution Requesting Repayment
(6)
----------------------------------------------------------------------
Principal Amount of Requested Repayment
(7)
----------------------------------------------------------------------
Date of Election
(8) Financial Institution
Representative Name:
Phone Number:
Fax Number:
Mailing Address (no P.O. Boxes):
(9) Wire instructions for payment:
Bank Name:
ABA Number:
Account Name:
Account Number:
Reference (optional):
TO BE COMPLETED BY THE INDENTURE TRUSTEE:
(A) DELIVERY AND PAYMENT DATE:
(B) PRINCIPAL AMOUNT:
(C) ACCRUED INTEREST:
(D) DATE OF RECEIPT OF FORM BY THE INDENTURE TRUSTEE:
(E) DATE OF ACKNOWLEDGMENT BY THE INDENTURE TRUSTEE*
- ----------
* An acknowledgement, in the form of a copy of this document, will be
returned to the party and location designated in item (8) above.
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INSTRUCTIONS FOR COMPLETING REPAYMENT ELECTION FORM AND EXERCISING
REPAYMENT OPTION
Capitalized terms used and not defined herein have the meanings
defined in the accompanying Repayment Election Form.
1. Collect and retain for a period of at least three years photocopies of the
following: (1) satisfactory evidence of the authority of the Authorized
Representative, (2) satisfactory evidence of death of the Deceased
Beneficial Owner, (3) satisfactory evidence that the Deceased Beneficial
Owner beneficially owned, at the time of his or her death, the notes being
submitted for repayment, which evidence may be in the form of a letter from
the Representative, (4) satisfactory evidence that the notes being
submitted for repayment were acquired by the Deceased Beneficial Owner at
least twelve (12) months before the death of the Deceased Beneficial Owner,
which evidence may be in the form of a letter from the Representative, and
(5) any necessary tax waivers. For purposes of determining whether the
notes will be deemed beneficially owned by an individual at any given time,
the following rules shall apply:
- If a note (or a portion thereof) is beneficially owned by tenants
by the entirety or joint tenants, the note (or relevant portion
thereof) will be regarded as beneficially owned by a single owner.
Accordingly, the death of a tenant by the entirety or joint tenant
will be deemed the death of the beneficial owner and the entire
principal amount so owned will become eligible for repayment.
- The death of a person beneficially owning a note (or a portion
thereof) by tenancy in common will be deemed the death of the
beneficial owner only with respect to the deceased owner's interest in
the note (or relevant portion thereof) so owned, unless a husband and
wife are the tenants in common, in which case the death of either will
be deemed the death of the beneficial owner and the entire principal
amount so owned will be eligible for repayment.
- A note (or a portion thereof) beneficially owned by a trust will
be regarded as beneficially owned by each beneficiary of the trust to
the extent of that beneficiary's interest in the trust (however, a
trust's beneficiaries collectively cannot be beneficial owners of more
notes than are owned by the trust). The death of a beneficiary of a
trust will be deemed the death of the beneficial owner of the notes
(or relevant portion thereof) beneficially owned by the trust to the
extent of that beneficiary's interest in the trust. The death of an
individual who was a tenant by the entirety or joint tenant in a
tenancy which is the beneficiary of a trust will be deemed the death
of the beneficiary of the trust. The death of an individual who was a
tenant in common in a tenancy which is the beneficiary of a trust will
be deemed the death of the beneficiary of the trust only with respect
to the deceased holder's beneficial interest in the note, unless a
husband and wife are the tenants in common, in which case the death of
either will be deemed the death of the beneficiary of the trust.
- The death of a person who, during his or her lifetime, was
entitled to substantially all of the beneficial interest in a note (or
a portion thereof) will be deemed the death of the beneficial owner of
that note (or relevant portion thereof), regardless of the
registration of ownership, if such beneficial interest can be
established to the satisfaction of the Indenture Trustee. Such
beneficial interest will exist in many cases of street name or nominee
ownership, custodial arrangements, ownership by a trustee, ownership
under the Uniform Transfers of Gifts to Minors Act and community
property or other joint ownership arrangements between spouses.
Beneficial interest will be evidenced by such factors as the power to
sell or otherwise dispose of a note, the right to receive the proceeds
of sale or disposition and the right to receive interest and principal
payments on a note.
2. Indicate the name of the Deceased Beneficial Owner on line (1).
3. Indicate the date of death of the Deceased Beneficial Owner on line (2).
4. Indicate the name of the Authorized Representative requesting repayment on
line (3).
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5. Indicate the name of the Financial Institution requesting repayment on line
(4).
6. Affix the authorized signature of the Financial Institution's
representative on line (5). THE SIGNATURE MUST BE MEDALLION SIGNATURE
GUARANTEED.
7. Indicate the principal amount of notes to be repaid on line (6).
8. Indicate the date this Form was completed on line (7).
9. Indicate the name, mailing address (no P.O. boxes, please), telephone
number and facsimile-transmission number of the party to whom the
acknowledgment of this election may be sent in item (8).
10. Indicate the wire instruction for payment on line (9).
11. Leave lines (A), (B), (C), (D) and (E) blank.
12. Mail or otherwise deliver an original copy of the completed Form to:
JPMorgan Chase Bank
Mortgage Custody Services
Attn: Shamika T. Smith/Yvonne Gholdston
1111 Fannin Street, 12th Floor
Houston, Texas 77002
13. FACSIMILE TRANSMISSIONS OF THE REPAYMENT ELECTION FORM WILL NOT BE
ACCEPTED.
14. If the acknowledgement of the Indenture Trustee's receipt of this Form is
not received within ten days of the date such information is sent to
JPMorgan Chase Bank, contact JPMorgan Chase Bank at the address set forth
in item 12, telephone number (713) 427-6481.
15. For assistance with this Form or any questions relating thereto, please
contact: JPMorgan Chase Bank, at the address set forth in item 12,
telephone number: (713)427-6481, facsimile number: (713)427-6488.
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