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EXHIBIT 4.5
HARTFORD LIFE INSURANCE COMPANY
(A STOCK INSURANCE COMPANY)
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
FUNDING AGREEMENT
CONTRACTHOLDER: HARTFORD LIFE GLOBAL FUNDING TRUST 2006-021 BY WILMINGTON TRUST
COMPANY, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE,
FOR THE BENEFIT OF HARTFORD LIFE GLOBAL FUNDING TRUST 2006-021
CONTRACT NUMBER: FA-406021
EFFECTIVE DATE: MARCH 2, 2006 ISSUE STATE: DELAWARE
HARTFORD LIFE INSURANCE COMPANY AND THE CONTRACTHOLDER HEREBY AGREE TO THE TERMS
IN THIS FUNDING AGREEMENT (THE "CONTRACT"). THIS CONTRACT, INCLUDING THE
SCHEDULE ATTACHED, AND ANY AMENDMENTS THERETO, CONSTITUTE THE ENTIRE CONTRACT
BETWEEN HARTFORD LIFE INSURANCE COMPANY AND THE CONTRACTHOLDER. THIS CONTRACT IS
DELIVERED IN THE ISSUE STATE AND IS GOVERNED BY THE LAWS OF THAT STATE.
WHEN "WE", "US" OR "OUR" IS USED IN THIS CONTRACT, IT MEANS THE HARTFORD LIFE
INSURANCE COMPANY. WHEN "YOU" OR "YOUR" IS USED IN THIS CONTRACT, IT MEANS THE
CONTRACTHOLDER NAMED ABOVE AND INCLUDES ANY PERSON WITH AUTHORITY TO ACT ON THE
CONTRACTHOLDER'S BEHALF, WITH RESPECT TO THIS CONTRACT.
IN WITNESS WHEREOF, HARTFORD LIFE INSURANCE COMPANY AND THE CONTRACTHOLDER HAVE
AGREED TO THIS CONTRACT AS OF THE EFFECTIVE DATE AND CAUSED THE SAME TO BE IN
FULL FORCE AND EFFECT.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, SECRETARY ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, PRESIDENT
FUNDING AGREEMENT
NON-PARTICIPATING
GENERAL ACCOUNT
GUARANTEED RATE
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TABLE OF CONTENTS
PAGE NUMBER
PART 1 - DEFINITIONS .................................................. 1
PART 2 - ACCUMULATION FUND OPERATION .................................. 2
PART 3 - PAYMENTS FROM ACCUMULATION FUND............................... 2
PART 4 - TERMINATION OF CONTRACT ...................................... 3
PART 5 - GENERAL PROVISIONS ........................................... 4
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PART 1 - DEFINITIONS
1.01 CONTRACT DEFINITIONS. The following terms have the meanings indicated:
"ACCUMULATION FUND" is the accounting record we establish under this Contract,
as described in ss.2.01, for the Contract Payment set forth in the Schedule.
"BUSINESS DAY" is any day, other than Saturday or Sunday, that is neither a
legal holiday nor a day on which commercial banks are authorized or required by
law, regulation or executive order to close in the City of New York and, if
funds are payable in a currency other than U.S. Dollars, the city specified in
the Schedule.
"CALL DATE" is the day or days prior to the Maturity Date, if any, specified in
the Schedule hereto, on which we may elect to pay you all or any part of the
Fund Balance. If no Call Date is indicated in a Schedule, we will pay you the
Fund Balance prior to the Maturity Date only to the extent provided in ss.4.02.
"CONTRACT PAYMENT" is the amount we credit to the Accumulation Fund on the
Deposit Date as set forth in the Schedule.
"DEPOSIT DATE" is the date, specified in the Schedule, on which we receive the
amount necessary to support the Contract Payment.
"EVENT OF DEFAULT" has the meaning described in ss.4.03.
"FUND BALANCE" is the value of the Accumulation Fund, determined pursuant to
ss.2.03.
"GUARANTEED RATE" is the interest rate applied to the Accumulation Fund, as
stated in the Schedule.
"INDENTURE" is the indenture agreement, dated March 2, 2006 made between the
Contractholder, the Indenture Trustee and certain other parties named therein,
as such agreement may be amended, supplemented or replaced from time to time.
"INDENTURE TRUSTEE" is JPMorgan Chase Bank, N.A., as trustee under the
Indenture, or its successor.
"MATURITY DATE" is the date, as set forth in the Schedule, when the Fund Balance
is payable in full to you. Unless otherwise indicated in the Schedule, if the
stated date is not a Business Day, the Maturity Date is the next following
Business Day. Interest accrues during such delay only if specified in the
Schedule.
"PROGRAM" is the Hartford Life Global Funding program, as described in the
prospectus dated April 15, 2005, including any applicable prospectus supplement
or pricing supplement or in any amendment thereto.
"SCHEDULE" is the Accumulation Fund Supplement attached hereto, which
establishes the terms for the Accumulation Fund.
"TAX EVENT" has the meaning described in ss.4.04.
"TERMINATION DATE" is the earlier of the date of an automatic termination under
ss.4.01 or the effective date of an early termination you or we elect under
ss.4.02.
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1.02 OTHER DEFINITIONS. Other capitalized terms appearing in this Contract have
the meanings indicated on this Contract's face page or in the Schedule.
PART 2 - ACCUMULATION FUND OPERATION
2.01 ESTABLISHING THE ACCUMULATION FUND. The Accumulation Fund is a general
account record we establish to reflect the Fund Balance. The Contract Payment is
allocated to our general account for investment. We have no obligation to
segregate such amounts. The Fund Balance will not be affected by the investment
results of the assets held in our general account.
2.02 CONTRACT PAYMENTS. You agree to pay to us, in U.S. Dollars, unless another
currency is specified in the Schedule, and by wire transfer, the amount
necessary to support the Contract Payment on the Deposit Date.
2.03 VALUE OF THE ACCUMULATION FUND. The Fund Balance on any given day equals
the Contract Payment, plus interest credited thereon at the Guaranteed Rate,
less any payments made under Part 3. Interest is credited based on the
methodology specified in the Schedule. Interest is earned at the Guaranteed Rate
from the Deposit Date to but excluding the Maturity Date or earlier payment
date.
2.04 INTEREST ON THE ACCUMULATION FUNDS. The Guaranteed Rate for the
Accumulation Fund is effective until the Maturity Date, provided, if an Event of
Default occurs, interest continues to be credited at the Guaranteed Rate until
actual payment of all amounts due. The interest crediting methodology is
specified in the Schedule.
PART 3 - PAYMENTS FROM ACCUMULATION FUND
3.01 PERIODIC PAYMENTS. We shall periodically pay you interest in the amounts
specified in the Schedule as Periodic Payments, on the dates specified,
including the Maturity Payout. Such payment amounts are adjusted to reflect any
other payment payable under this part. The interest factor used in making such
adjustments is the Guaranteed Rate.
3.02 OPTIONAL REDEMPTION PAYMENTS. If so indicated in the Schedule, we shall pay
you amounts you need to redeem or repay any notes or other instruments issued by
you and backed by this Contract, pursuant to any limited right of redemption
contained in such note or instrument. We may require reasonable evidence that
the redemption or payment request satisfied all of the terms and conditions
described in the prospectus, prospectus supplement and/or pricing supplement
applicable to such note or other instrument. Additional restrictions, if any, on
your reimbursement rights under this section may be included in the Schedule.
3.03 EARLY PRE-PAYMENT BY US. If so indicated in the Schedule, we may elect to
pay you all or any part of the Fund Balance on the Call Dates specified in the
Schedule. Unless otherwise provided in the Schedule, we will give you at least
45 and no more than 75 days notice of our intent to make such pre-payment. No
adjustment will be made in the amount of such payment, unless such adjustment is
specifically provided for in the Schedule.
3.04 MATURITY PAYMENTS. We shall pay you the Fund Balance on the Maturity Date.
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3.05 FORM OF PAYMENT. All payments we make to you are made in U.S. Dollars,
unless another currency is specified in the Schedule, by wire transfer, unless
otherwise agreed in writing by the parties hereto. Unless otherwise stated in
the Schedule, all payments we make are net 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 having the power to tax. Such net
payments fully satisfy our obligation to you with respect to the full amount
due.
PART 4 - TERMINATION OF AGREEMENT
4.01 AUTOMATIC TERMINATION. This Contract terminates with respect to the
Accumulation Fund when the Fund Balance is zero or upon the occurrence of an
Event of Default described in ss.4.03(a).
4.02 EARLY TERMINATION. You may terminate this Contract, by giving us two
Business Days notice upon the occurrence of an Event of Default specified in
ss.4.03(b), (c) or (d) below. We may terminate this Contract by giving you not
less than forty-five days, but no more than seventy-five days, prior written
notice of the occurrence of a Tax Event as described below.
4.03 EVENTS OF DEFAULT. An Event of Default occurs if:
(a) We are dissolved or a resolution is passed or proceeding instituted for
our winding-up, liquidation or similar arrangement (other than pursuant
to a consolidation, amalgamation or merger);
(b) We breach any material obligation, representation or certification
contained herein, provided that there is no bona fide dispute as to
whether such breach has occurred and that such breach continues for
fifteen Business Days following your notice of such breach;
(c) We fail to make any required Periodic Payout described in the Schedule
or any other payment described in ss.ss.3.02 or 3.03 in this or any
other funding agreement we issue in connection with the Program, and
such failure continues for five Business Days after the due date
thereof;
(d) We fail to make the Maturity Payout described in the Schedule or in any
other funding agreement we issue in connection with the Program and
such failure is continuing as of the end of the Business Day following
the due date thereof.
4.04 A TAX EVENT. A Tax Event occurs if we have received an opinion of
independent legal counsel stating in effect that there is more than an
insubstantial risk that as a result of any amendment to, or change (including
any announced prospective change) in, the laws (or regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein or 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, you are or will be within 90 days of the date thereof,
(1) subject to U.S. federal income tax with respect to interest accrued or
received on this Contract or (2) subject to more than a de minimis amount of
taxes, duties or other governmental charges.
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4.05 PAYMENT UPON TERMINATION. Unless otherwise specified in the Schedule, we
shall pay you the Fund Balance on the date this Contract terminates. Such
payment fully discharges our obligation to you under this Contract.
PART 5 - GENERAL PROVISIONS
5.01 DISCLAIMER OF RESPONSIBILITY. Our only liability is as set out in this
Contract, including the Schedule hereto. In performing our obligations under
this Contract, we are not acting as your fiduciary or agent or as the fiduciary
or agent for anyone else.
5.02 NOTICES. All agreements, notices, directions, consents, elections or other
communication ("Notices") required by this Contract must be in writing, directed
to the applicable address designated on the face page. Any such Notices may be
given by facsimile transmission or other acceptable electronic means. All
Notices are effective when received.
5.03 AMENDMENTS. This Contract may be amended only by a written agreement
between the parties hereto.
5.04 TRANSFERABILITY. This Contract and the Accumulation Fund established
hereunder may be sold, assigned, or pledged in accordance with, and for the
purposes contemplated by, the documents and agreements governing the
establishment and operation of the Program. We will maintain a record of
ownership of this Contract in our books and records.
5.05 PAYMENTS BY US. When this Contract provides that we will make a payment to
you, such payment shall be made to you or to the agent you designate. Unless
otherwise specified in the Schedule, if a payment date is a non-Business Day, we
pay such amount on the next Business Day.
5.06 WAIVER BY US. At your request, we may waive any terms, conditions or
adjustments provided for in this Contract. Any such waiver is subject to any
limitations we specify in making the waiver and does not require us to grant
similar future waivers. A failure or delay in exercising a right under this
Contract does not waive our right or ability to assert such right in the future.
5.07 MUTUAL REPRESENTATIONS. The parties mutually represent and warrant, each to
the other, that:
(a) This Contract is its legal, valid and binding obligation, enforceable
in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting
creditor's rights, and subject, as to enforceability, to general
principles of equity, regardless of whether enforcement is sought in a
proceeding in equity or at law;
(b) It has the power to enter into this Contract and to consummate the
transactions contemplated hereby;
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(c) All information provided in connection with this Contract is, to the
best of its knowledge and belief, true, correct and complete;
(d) The execution and delivery of this Contract and the performance of
obligations hereunder do not and will not constitute or result in a
default, breach or violation, of the terms or provisions of its
certificate, articles or charter of incorporation, declaration of
trust, by-laws or any agreement, instrument, mortgage, judgment,
injunction or order applicable to it or any of its property.
5.08 TAX PROVISIONS. You, and each transferee or assignee of this Contract, to
the extent required by law, agree to provide us with any properly completed tax
forms that are needed for us to satisfy our tax reporting obligations with
respect to amounts held under this Contract. This Contract is intended to be
disregarded for U.S. federal, state and local income and franchise tax purposes
or, to the extent it cannot be disregarded, as our debt for such purposes.
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HARTFORD LIFE INSURANCE COMPANY
ACCUMULATION FUND SUPPLEMENT (FIXED RATE)
(THE "SCHEDULE")
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DEPOSIT DATE[S]: March 2, 2006
CONTRACT PAYMENT[S]: $2,970,015.00
GUARANTEED RATE: 5.00%
INTEREST CREDITING: Interest is credited based on a 30-day month and
using a 360-day year, applied to the Fund Balance
each day.
PERIODIC PAYOUTS: On April 15, 2006, and the 15th day of each month
thereafter, we will pay you all accrued and unpaid
interest. If such date is not a Business Day, the
Periodic Payout is made on the next following
Business Day without interest for the period payment
is deferred.
OPTIONAL REDEMPTION: Optional redemptions under ss.3.02 may be made solely
with respect to the "survivor option" described in
the prospectus supplement dated May 5, 2005 for the
Program and the pricing supplement for Hartford Life
Global Funding Trust ▇▇▇▇-▇▇▇.
CALL TERMS: We may elect to pay you all of the Fund Balance,
under ss.3.03 on March 15, 2008 or as of any date
thereafter when a Periodic Payout is due (the "Call
Dates").
MATURITY PAYOUT: On March 15, 2010 (the "Maturity Date") we will pay
you the Fund Balance.
OTHER TERMS: None.
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