Exhibit 4.10
HARTFORD LIFE INSURANCE COMPANY
(A STOCK INSURANCE COMPANY)
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
FUNDING AGREEMENT
CONTRACTHOLDER: HARTFORD LIFE GLOBAL FUNDING TRUST, BY WILMINGTON TRUST
COMPANY, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE,
FOR THE BENEFIT OF HARTFORD LIFE GLOBAL FUNDING [200---]
CONTRACT NUMBER: [FA-404-]
EFFECTIVE DATE: [-, 20__] 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.
[HARTFORD LIFE SIGNATURES]
[ACCEPTED BY: HARTFORD LIFE GLOBAL FUNDING TRUST, BY WILMINGTON TRUST COMPANY,
NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE
ADDRESS: ▇▇▇▇▇▇ SQUARE NORTH, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
SIGNATURE: __________________________________. DATE: _______________.]
FUNDING AGREEMENT
NON-PARTICIPATING
GENERAL ACCOUNT
GUARANTEED RATE
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
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 Section 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 Section
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 Section 4.03.
"FUND BALANCE" is the value of the Accumulation Fund, determined pursuant to
Section 2.03.
"GUARANTEED RATE" is the interest rate applied to the Accumulation Fund, as
stated in the Schedule.
"INDENTURE" is the indenture agreement, dated [-, 20__] 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, 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 [-], 2004, 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.
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"TAX EVENT" has the meaning described in Section 4.04.
"TERMINATION DATE" is the earlier of the date of an automatic termination under
Section 4.01 or the effective date of an early termination you or we elect under
Section 4.02.
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 is 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 OR THE CURRENCY
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.
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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.
3.05 FORM OF PAYMENT. All payments we make to you are made in [U.S. DOLLARS OR
THE CURRENCY 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 in the United States 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 occurance of an
Event of Default described in Section 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
Section 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 Section Section 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. 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
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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.
5.01 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
5.02 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. We will maintain a record of ownership of this Contract in
our books and records. No sale, assignment, pledge or other transfer of an
interest in this Contract, or the Accumulation Fund established hereunder, is
effective until our books and records are changed to reflect such transfer. This
Contract and the Accumulation Fund established hereunder may, without
restriction, be sold, assigned, or pledged as collateral;
(a) To the Indenture Trustee, for any purpose reasonably contemplated by the
documents and agreements governing the establishment and operation of the
Program.
(b) To any other party, for any purpose, if an Event of Default has occurred or
if we have instituted, or have had instituted against us, a liquidation
proceeding under C.G.S. Sections 38a-903 through 38a-961 or any
similar provision of Connecticut law, seeking an order of rehabilitation or
liquidation or any relief permitted under such law or any similar law
affecting creditor's rights.
With respect to any other assignment or transfer, we may request appropriate
information, representations, warranties, acknowledgments or agreements to
provide reasonable assurance that any such assignment or transfer does not
affect the status of this agreement under applicable laws.
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.
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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;
(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")
CONTRACT NUMBER [FA-404-]
DEPOSIT DATE[S]: [-, 20__]
CONTRACT PAYMENT[S]: [$-]
GUARANTEED RATE: [-%]
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 -, 20__, and on the 15th of each -, 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, with/without
interest for the period payment is
deferred.]
[OPTIONAL REDEMPTION:] [Optional redemptions under Section 3.02
may be made solely with respect to the
"survivor option" described in the
prospectus supplement dated -, 2003 for the
Program.]
OR
[Optional redemptions under Section 3.02
may be made to fund amounts you are
required to pay as described in the Pricing
Supplement for Hartford Life Global Funding
200---.]
[CALL TERMS:] [We may elect to pay you all or a portion
of the Fund Balance, under Section 3.03
on -, 20__ or as of any date thereafter
when a Periodic Payout is due (the "Call
Dates").]
OR
[We may elect to pay you all or a portion
of the Fund Balance, under Section 3.03
on -, 20__ (the "Call Date").]
MATURITY PAYOUT: On -, 20__ (the "Maturity Date") we will
pay you the Fund Balance.]
OTHER TERMS: [None.]
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HARTFORD LIFE INSURANCE COMPANY
ACCUMULATION FUND SUPPLEMENT (FLOATING RATE)
(THE "SCHEDULE")
CONTRACT NUMBER [FA-404-]
DEPOSIT DATE[S]: -, 20__
CONTRACT PAYMENT[S]: $-
CREDITING PERIOD: The first Crediting Period starts on the
Deposit Date. Each subsequent Crediting
Period starts on the 15th day of -.
GUARANTEED RATE: -% for the first Crediting Period, and for
all subsequent Crediting Periods, the
Index Rate [plus - basis points] [times
1.-%], determined as of the - Business Day
prior to the start of each Crediting
Period. [If the Index Rate uses LIBOR, for
purposes of the prior sentence, the term
"Business Day" excludes any day that is not
a London Banking Day.]
[MAXIMUM RATE:] [Anything in this Schedule to the contrary
notwithstanding, the Guaranteed Rate
shall not exceed -%.]
[MINIMUM RATE:] [Anything in this Schedule to the contrary
notwithstanding the Guaranteed Rate shall
not be less than -%.]
[FIXED RATE CONVERSION:] [Anything in this Schedule to the contrary
notwithstanding, on and after -, 20__,
the Guaranteed Rate shall be -%.]
INTEREST CREDITING: Interest is credited based on a [30-day
month and using a 360-day year], applied to
the Fund Balance each day.
INDEX RATE: [The - month LIBOR [Moneyline Telerate]
[Reuters] as denominated in -, determined
as specified in the applicable prospectus
supplement for the Program, expressed as a
percentage to the fifth place following the
decimal or as otherwise provided in the
applicable prospectus supplement for the
Program.]
OR
[The - month CD rate for negotiable
certificate of deposit, as published by the
Federal Reserve in H.15(519), under the
caption "CDs (secondary market)" or as
otherwise provided in the applicable
prospectus supplement for the Program.]
OR
[The - day commercial paper money market
yield as published by the Federal Reserve
in H15(519) under the caption "Commercial
Paper - Nonfinancial," determined as
described in the applicable prospectus
supplement for the Program, using a 360 day
year and the actual number of days in a
Crediting Period or as otherwise provided
in the applicable prospectus supplement for
the Program.]
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OR
[The - year constant maturity Treasury rate
(Moneyline Telerate Page -) as published by
the Federal Reserve in H.15(519), under the
caption "Treasury Constant Maturities," or
as otherwise provided in the applicable
prospectus supplement for the Program.]
OR
[The Federal Funds Rate as published by the
Federal Reserve in H.15(519) under the
caption "Federal Funds (Effective)," or as
otherwise provided in the applicable
prospectus supplement for the Program.]
OR
[The Prime Rate, as published by the
Federal Reserve in H.15(519) under the
caption "Bank Prime Loan" or as otherwise
provided in the applicable prospectus
supplement for the Program.]
OR
[The rate on - day Treasury Bills appearing
on Moneyline Telerate Page [56 or 57] for
the auction occurring with respect to the
week in which an "Interest Determination
Date," (as defined in the appropriate
prospectus supplement for the Program)
falls, or as otherwise provided in such
prospectus supplement.]
PERIODIC PAYOUTS: [On -, 20__, and on the 15th of each -, 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, with/without
interest for the period payment is
deferred.]
[OPTIONAL REDEMPTION:] [Optional redemptions under Section 3.02
may be made solely with respect to the
"survivor option" described in the
prospectus supplement dated -, 2003 for the
Program.]
OR
[Optional redemptions under Section 3.02
may be made to fund amounts you are
required to pay as described in the Pricing
Supplement for Hartford Life Global Funding
200---.]
[CALL TERMS:] [We may elect to pay you all or a portion
of the Fund Balance, under Section 3.03
on -, 20__ or as of any date thereafter
when a Periodic Payout is due (the "Call
Dates").]
OR
[We may elect to pay you all or a portion
of the Fund Balance, under Section 3.03 on
-, 20__ (the "Call Date").]
MATURITY PAYOUT: [On -, 20__ (the "Maturity Date") we will
pay you the Fund Balance.]
OTHER TERMS: [None.]
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HARTFORD LIFE INSURANCE COMPANY
ACCUMULATION FUND SUPPLEMENT (FOREIGN CURRENCY)
(THE "SCHEDULE")
CONTRACT NUMBER [FA-404-]
DEPOSIT DATE[S]: [-, 20__]
CONTRACT CURRENCY: [-]
CONTRACT PAYMENT[S]: [-]
GUARANTEED RATE: [-%]
INTEREST CREDITING: Interest is credited based on a 30-day
month and using a 360-day year, applied to
the Fund Balance each day.
BUSINESS DAY CITY: The cities of - and New York will be used
to determine which days are "Business
Days."
PERIODIC PAYOUTS: [On -, 20__, and on the 15th of
each -, 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,
with/without interest for the period
payment is deferred.]
[OPTIONAL REDEMPTION:] [Optional redemptions under Section 3.02
may be made solely with respect to the
"survivor option" described in the
prospectus supplement dated -, 2003 for the
Program.]
OR
[Optional redemptions under Section 3.02
may be made to fund amounts you are
required to pay as described in the Pricing
Supplement for Hartford Life Global Funding
200---.]
[CALL TERMS:] [We may elect to pay you all or a portion
of the Fund Balance, under Section 3.03
on -, 20__ or as of any date thereafter
when a Periodic Payout is due (the "Call
Dates").]
OR
[We may elect to pay you all or a portion
of the Fund Balance, under Section 3.03 on
-, 20__ (the "Call Date").]
MATURITY PAYOUT: [On -, 20__ (the "Maturity Date") we will
pay you the Fund Balance.]
OTHER TERMS: If the Contract Currency is unavailable
for making payments due to exchange
controls or any other circumstance beyond
Hartford Life's control, we may pay you
in U.S. Dollars, using an exchange rate
determined as provided in the Indenture.
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