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EXHIBIT A-2
FORM OF INSTITUTIONAL GLOBAL NOTE
A-2-1
<Page>
EXHIBIT A-2
FORM OF INSTITUTIONAL 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 [_____]-[___]
SECURED MEDIUM-TERM NOTES
<Table>
Issuance Date: Floating Rate Note: / / Yes / / No. If yes,
Issue Price: Regular Floating Rate Notes / /
Stated Maturity Date: Inverse Floating Rate Notes / /
Settlement Date: Fixed Interest Rate:
Securities Exchange Listing: / / Yes / / No. If yes, Floating Rate/ Fixed Rate Notes: / /
indicate name(s) of Securities Exchange(s): Fixed Interest Rate:
__________________________________________. Fixed Rate Commencement Date:
Depositary: Interest Rate Basis(es):
Authorized Denominations: CD Rate / /
Collateral held in the Trust: Hartford Life Insurance CMT Rate / /
Company Funding Agreement No. -, all proceeds of the Designated CMT Telerate Page:
Funding Agreement and all rights and books and records If Telerate Page 7052:
pertaining to the foregoing.
</Table>
<Page>
<Table>
Additional Amounts to be Paid: / / Yes / / No / / Weekly Average
Interest Rate or Formula: / / Monthly Average
Fixed Rate Note: / / Yes / / No. If yes, Designated CMT Maturity Index:
Interest Rate: Commercial Paper Rate / /
Interest Payment Dates: Federal Funds Rate / /
Day Count Convention: LIBOR / /
Additional/Other Terms: / / LIBOR Reuters Page:
Amortizing Note: / / Yes / / No. If yes, / / LIBOR Moneyline Telerate Page:
Amortization schedule or formula: LIBOR Currency:
Additional/Other Terms: Prime Rate / /
Discount Note: / / Yes / / No. If yes, Treasury Rate / /
Total Amount of Discount: Index Maturity:
Initial Accrual Period of Discount: Spread and/or Spread Multiplier:
Interest Payment Dates: Initial Interest Rate, if any:
Additional/Other Terms: Initial Interest Reset Date:
Redemption Provisions: / / Yes / / No. If yes, Interest Reset Dates:
Initial Redemption Date: Interest Determination Date(s):
Initial Redemption Percentage: Interest Payment Dates:
Annual Redemption Percentage Reduction, Maximum Interest Rate, if any:
if any: Minimum Interest Rate, if any:
Additional/Other Terms: Additional/Other Terms:
Repayment Provisions: / / Yes / / No. If yes, Regular Record Date(s):
Repayment Date(s): Sinking Fund:
Repayment Price: Day Count Convention:
Additional/Other Terms: Specified Currency:
Exchange Rate Agent:
Calculation Agent:
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. 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
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terms not otherwise defined herein shall have their meanings set forth in the
Indenture, dated as of the date of the pricing supplement related to this
Note (the "Indenture"), between JPMorgan Chase Bank, 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 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.
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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.
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IN WITNESS WHEREOF, the Trust has caused this instrument to be duly
executed, by manual or facsimile signature.
THE HARTFORD LIFE GLOBAL FUNDING TRUST
SPECIFIED ON THE FACE OF THIS NOTE
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
specified on the face of this Note and referred to in the within-mentioned
Indenture.
JPMORGAN CHASE BANK
As Indenture Trustee
Dated: [-]
By:
-----------------------------
authorized officer
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[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
A-2-6
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to the applicable Regular Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be, of its election. The applicable participant
must notify DTC of its election on or prior to the third Business Day after the
applicable Regular Record Date or at least 12 calendar days prior to the
Maturity Date, as the case may be, and DTC will notify the Indenture Trustee of
that election on or prior to the fifth Business Day after the applicable Regular
Record Date or at least ten calendar days prior 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.
A-2-7
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(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":
(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
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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) 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.
(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) plus or minus the applicable Spread, if any; and/or (2)
multiplied by the applicable Spread Multiplier, 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 of March, June,
September and December of each year; (5) semi-annually--the
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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.
(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 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 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
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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 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.
(xii) ROUNDING. Unless otherwise specified on the face hereof, all
percentages resulting from any calculation on this Floating Rate Note
will be rounded to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded
upwards. All dollar amounts used in or resulting from any calculation
on this Floating Rate Note will be rounded, in the case of U.S.
Dollars, to the nearest cent or, in the case of a Foreign Currency,
to the nearest unit (with one-half cent or unit being rounded
upwards).
(xiii) INTEREST FACTOR. With respect to a Floating Rate Note, accrued
interest is calculated by multiplying the principal amount of such
Note by an accrued interest factor. The accrued interest factor is
computed by adding the interest factor calculated for each day in the
particular Interest Reset Period. The interest factor for each day
will be computed by dividing the interest rate applicable to such day
by 360, in the case of a Floating Rate Note as to which the CD Rate,
the Commercial Paper Rate, the Federal Funds Rate, LIBOR or the Prime
Rate is an applicable Interest Rate Basis,
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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 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.
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"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
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
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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
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
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<Page>
(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 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
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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 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:
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<Page>
(A) the Money Market Yield (as defined below) on the particular
Interest Determination Date of the rate for commercial paper
having the Index Maturity specified on the face hereof as
published in H.15(519) under the caption "Commercial
Paper--Nonfinancial"; or
(B) if the rate referred to in clause (A) is not so published by
3:00 P.M., New York City time, on the related Calculation Date,
the Money Market Yield of the rate on the particular Interest
Determination Date for commercial paper having the particular
Index Maturity as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying
the applicable rate, under the caption "Commercial
Paper--Nonfinancial"; or
(C) if the rate referred to in clause (B) is not so published by
3:00 P.M., New York City time, on the related Calculation Date,
the rate on the particular Interest Determination Date calculated
by the Calculation Agent as the Money Market Yield of the
arithmetic mean of the offered rates at approximately 11:00 A.M.,
New York City time, on that Interest Determination Date of three
leading dealers of United States dollar commercial paper in The
City of New York (which may include the purchasing agent or its
affiliates) selected by the Calculation Agent for commercial
paper having the particular Index Maturity placed for industrial
issuers whose bond rating is "Aa", or the equivalent, from a
nationally recognized statistical rating organization; or
(D) if the dealers so selected by the Calculation Agent are not
quoting as mentioned in clause (C), the Commercial Paper Rate in
effect on the particular Interest Determination Date.
"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
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<Page>
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.
(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
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<Page>
(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 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.
"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.
A-2-19
<Page>
(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 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.
"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:
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<Page>
(A) the rate from the auction held on the Interest Determination
Date (the "Auction") of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the
face hereof under the caption "INVESTMENT RATE" on the display on
Moneyline Telerate (or any successor service) on page 56 (or any
other page as may replace that page on that service) ("Moneyline
Telerate Page 56") or page 57 (or any other page as may replace
that page on that service) ("Moneyline Telerate Page 57"); or
(B) if the rate referred to in clause (A) is not so published by
3:00 P.M., New York City time, on the related Calculation Date,
the Bond Equivalent Yield (as defined below) of the rate for the
applicable Treasury Bills as published in H.15 Daily Update, or
another recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Auction High"; or
(C) if the rate referred to in clause (B) is not so published by
3:00 P.M., New York City time, on the related Calculation Date,
the Bond Equivalent Yield of the auction rate of the applicable
Treasury Bills as announced by the United States Department of
the Treasury; or
(D) if the rate referred to in clause (C) is not so announced by
the United States Department of the Treasury, or if the Auction
is not held, the Bond Equivalent Yield of the rate on the
particular Interest Determination Date of the applicable Treasury
Bills as published in H.15(519) under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market"; or
(E) if the rate referred to in clause (D) is not so published by
3:00 P.M., New York City time, on the related Calculation Date,
the rate on the particular Interest Determination Date of the
applicable Treasury Bills as published in H.15 Daily Update, or
another recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market"; or
(F) if the rate referred to in clause (E) is not so published by
3:00 P.M., New York City time, on the related 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
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<Page>
(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.
"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, 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.
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<Page>
(d) AMORTIZING NOTES. 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 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 elect to 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 equal to the
Authorized Denominations (provided that any remaining Principal Amount hereof
shall be at least equal to the Authorized Denomination) at the applicable
Redemption Price (as defined below), together with unpaid interest, if any,
accrued thereon to, but excluding, the applicable Redemption Date. "Redemption
Price" shall mean an amount equal to the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if applicable)
multiplied by the unpaid Principal Amount of this Note to be redeemed (or in the
case of Discount Notes, multiplied as set forth in Section 3(c)(ii) above). The
unpaid Principal Amount of this Note to be redeemed shall be determined by
multiplying (1) the Outstanding Principal Amount of this Note by (2) the
quotient derived by dividing (A) the outstanding principal amount of the Funding
Agreement to be redeemed by Hartford Life by (B) the outstanding principal
amount of the Funding Agreement. The Initial Redemption Percentage, if any,
applicable to this Note shall decline at each anniversary of the Initial
Redemption Date by an amount equal to the applicable Annual Redemption
Percentage Reduction, if any, until the Redemption Price is equal to 100% of the
unpaid amount thereof to be redeemed. Notice must be given not more than
seventy-five (75) nor less than thirty (30) calendar days prior to the proposed
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.
SECTION 5. SINKING FUNDS AND AMORTIZING NOTES. Unless specified on the face
hereof, this Note will not be subject to, or entitled to the benefit of, any
sinking fund. If this Note is an Amortizing Note, this Note may pay an amount in
respect of both interest and principal amortized over the life of this Note.
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
A-2-23
<Page>
least equal to the Authorized Denomination) at the option of the Holder hereof
at the Repayment Price equal to the percentage of the Principal Amount to be
repaid specified on the face hereof, together with interest thereon payable to
the Repayment Date. For this Note to be repaid in whole or in part at the
option of the Holder hereof, the Indenture Trustee (or the Paying Agent on
behalf of the Indenture Trustee) must receive, at its Corporate Trust Office,
or at such other place or places of which the Trust shall from time to time
notify the Holder of this Note, not more than seventy-five (75) nor less than
thirty (30) days prior to a Repayment Date, shown on the face of this Note,
(i) this Note with the form entitled "Option to Elect Repayment", attached
hereto, duly completed by the Holder or (ii) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange or
the National Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States setting forth the name of the holder of
this Note, the principal amount hereof, the certificate number of this Note or
a description of this Note's tenor and terms, the principal amount hereof to
be repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note, together with the form entitled
"Option to Elect Repayment" duly completed, will be received by the Indenture
Trustee (or the Paying Agent on behalf of the Indenture Trustee) not later
than the fifth (5th) Business Day after the date of such telegram, telex,
facsimile transmission or letter; PROVIDED, that such telegram, telex,
facsimile transmission or letter shall only be effective if this Note and form
duly completed are received by the Indenture Trustee (or the Paying Agent on
behalf of the Indenture Trustee) by such fifth (5th) Business Day. Exercise
of such repayment option by the Holder hereof shall be irrevocable. In the
event of repayment of this Note in part only, a new Note or Notes for the
amount of the unpaid portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof.
SECTION 7. MODIFICATIONS AND WAIVERS. The Indenture contains provisions
permitting the Trust and the Indenture Trustee (1) at any time and from time to
time without notice to, or the consent of, the Holders of any Notes issued under
the Indenture to enter into one or more supplemental indentures for certain
enumerated purposes and (2) with the consent of the Holders of a majority in
aggregate principal amount of the Outstanding Notes affected thereby, to enter
into one or more supplemental indentures for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, the Indenture or of modifying in any manner the rights of Holders of Notes
under the Indenture; PROVIDED, that, with respect to certain enumerated
provisions, no such supplemental indenture shall be entered into without the
consent of the Holder of each Note affected thereby. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note or such other
Notes.
SECTION 8. OBLIGATIONS UNCONDITIONAL. No reference herein to the Indenture and
no provisions of this Note or of the Indenture shall impair the right of each
Holder of any Note, which is absolute and unconditional, to receive payment of
the principal of, and any interest on, and premium, if any, on, such Note on the
respective Stated Maturity Date or redemption date thereof and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.
SECTION 9. EVENTS OF DEFAULT. If an Event of Default with respect to the Notes
shall occur and be continuing, the principal of, and all other amounts payable
on, the Notes may be declared due and payable, or may be automatically
accelerated, as the case may be, in the manner and with the effect provided in
the Indenture. In the event that this Note is a Discount Note, the amount of
principal of this Note that becomes due and payable upon such acceleration shall
be equal to the amount calculated as set forth in Section 3(c) hereof.
SECTION 10. WITHHOLDING; TAX EVENT. All amounts due in respect of this Note
will be made free and clear of any applicable withholding or deduction for or
on account of any present or future taxes, duties, levies, assessments or
other governmental charges of whatever nature imposed or levied by or on
behalf of any governmental authority, unless such withholding or deduction is
required by law. Unless otherwise specified on the face hereof, the Trust will
not pay any additional amounts to the Holder of this Note in respect of any
such withholding or deduction, any such withholding or deduction will not give
rise to an event of default or any independent right or obligation to redeem
this Note and the Holder will be deemed for all purposes to have received cash
in an amount equal to the portion of such withholding or deduction that is
attributable to such Holder's interest in this Note as equitably determined by
the Trust.
If Hartford Life will be required to pay additional amounts to the
Trust to reflect any required withholding or deduction under the Funding
Agreement and Hartford Life is required, or based on an opinion of independent
legal counsel selected by Hartford Life more than an insubstantial risk exists
that Hartford Life will be required to pay additional amounts in respect of
such withholding or deduction, Hartford Life will have the right to redeem the
Funding Agreement and, if Hartford Life elects to so redeem the Funding
Agreement, the Trust will redeem this Note, subject to the terms and
conditions of SECTION 2.04 of the Indenture.
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If (1) a Tax Event (defined below) as to the relevant Funding Agreement
occurs and (2) Hartford Life elects to redeem the Funding Agreement in whole or
in part, the Trust will redeem this Note, subject to the terms and conditions of
SECTION 2.04 of the Indenture, at the Tax Event Redemption Price (defined below)
together with unpaid interest accrued thereon to the applicable redemption date.
"Tax Event" means that Hartford Life shall have received an opinion of
independent legal counsel stating in effect that as a result of (a) any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (b) any amendment to, or
change in, an interpretation or application of any such laws or regulations by
any governmental authority in the United States, which amendment or change is
enacted, promulgated, issued or announced on or after the effective date of the
relevant Funding Agreement, there is more than an insubstantial risk that (i)
the Trust is, or will be within ninety (90) days of the date thereof, subject to
U.S. federal income tax with respect to interest accrued or received on the
relevant Funding Agreement or (ii) the Trust is, or will be within ninety (90)
days of the date thereof, subject to more than a de minimis amount of taxes,
duties or other governmental charges. "Tax Event Redemption Price" means an
amount equal to the unpaid principal amount of this Note to be redeemed, which
shall be determined by multiplying (1) the Outstanding Principal Amount of this
Note by (2) the quotient derived by dividing (A) the outstanding principal
amount to be redeemed by Hartford Life of the Funding Agreement by (B) the
outstanding principal amount of the Funding Agreement.
SECTION 11. LISTING. Unless otherwise specified on the face hereof, this Note
will not be listed on any securities exchange.
SECTION 12. COLLATERAL. The Collateral for this Note includes the Funding
Agreement specified on the face hereof.
SECTION 13. NO RECOURSE AGAINST CERTAIN PERSONS. No recourse shall be had for
the payment of any principal, interest or any other sums at any time owing under
the terms of this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against the Nonrecourse Parties, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such personal liability being, by the acceptance hereof and as
part of the consideration for issue hereof, expressly waived and released.
SECTION 14. MISCELLANEOUS.
(a) This Note is issuable only as a registered Note without coupons in
denominations of $1,000 and any integral multiple of $1,000 in excess thereof
unless otherwise specified on the face of this Note.
(b) Prior to due presentment for registration of transfer of this Note,
the Trust, the Indenture Trustee, the Registrar, the Paying Agent, any Agent,
and any other agent of the Trust or the Indenture Trustee may treat the Person
in whose name this Note is registered as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Note shall be overdue, and none of the Trust, the Indenture Trustee, the
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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 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.
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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
amount to be repaid is less than if to be issued otherwise than
the Principal Amount of this to the registered Holder:
Note (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: _________________
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SCHEDULE I
AMORTIZATION TABLE OR FORMULA
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