Exhibit 10.1
FORM OF EXPENSE AND INDEMNITY AGREEMENT - WILMINGTON
-, 2005
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Ladies and Gentlemen:
The Hartford Life Global Funding program
(the "Program") is a program for the
issuance to the public from time to time,
of one or more series of notes (each a
Series of "Notes") by newly created
statutory trusts organized under the laws of
the State of Delaware (each a "Trust"). A
separate Trust will be formed for the
issuance of each series of Notes, pursuant
to a trust agreement, between
Wilmington Trust Company, as Delaware
trustee ("Wilmington") and Amacar Pacific
Corporation, as administrator and
Beneficial Holder (the "Trust Agreement").
Each Trust shall enter into an indenture
(an "Indenture") with JPMorgan Chase
Bank, N.A., as indenture trustee (the
"Indenture Trustee"). Each series of Notes
are secured solely by assets held by the
relevant Trust. The proceeds from the
sale of each series of Notes are to be used
to purchase one or more Funding
Agreements issued to the relevant Trust by
Hartford Life Insurance Company, a
Connecticut stock life insurance company
("Hartford Life"). Each Trust shall be
administered pursuant to an administrative
services agreement between the Trust
and Amacar Pacific Corporation, as
administrator (the "Administrator"), dated -,
2005, whereby the Administrator has agreed
to provide certain services of each
such Trust.
In consideration
of Wilmington providing services to the Trusts in
connection with the Program and pursuant to
the Issuance Documents under which
Wilmington has certain duties and
obligations, Hartford Life hereby agrees to
the following compensation arrangements and
terms of indemnity.
1. DEFINITIONS: The following
terms, as used herein, have the following
meanings:
"EXCLUDED
AMOUNTS" means (i) any obligation of a Trust to make any
payment
to any Holder in accordance with the terms
of an Indenture or the Notes, (ii)
any obligation or expense of the Trust to
the extent that such obligation or
expense has actually been paid utilizing
funds available to the Trust from
payments under a Funding Agreement, (iii)
any cost, loss, damage, claim, action,
suit, expense, disbursement, tax, penalty
or liability of any kind or nature
whatsoever resulting from or relating to
any insurance regulatory or other
governmental authority asserting that: (a)
the Notes are, or are deemed to be,
(1) participations in one or more Funding
Agreements or (2) contracts of
insurance, or (b) the offer, purchase, sale
and/or transfer of the Notes and/or
assignment of the Funding Agreements (1)
constitute the conduct of the business
of insurance or reinsurance in any
jurisdiction or (2) requires a Trust or any
Holder to be licensed as an insurer,
insurance agent or broker in any
jurisdiction, (iv) any cost, loss, damage,
claim, action, suit, expense,
disbursement, tax, penalty or liability of
any kind or nature whatsoever imposed
on Wilmington or any Trust that results
from the bad faith or gross negligence
of Wilmington, (v) any costs and expenses
attributable solely to Wilmington's
administrative overhead, (vi) any tax
imposed on fees paid to Wilmington, (vii)
any withholding taxes imposed on or with
respect of payments made under any
Funding Agreement, an Indenture or any Note
and (viii) any Additional Amounts
paid to any Holder; provided, however, with
respect to Obligations due to
Wilmington, Excluded Amounts shall include
only clauses (i), (ii), (iv), (v),
and (vi).
"FEES" mean the
fees set forth in the fee schedule attached hereto as
EXHIBIT A or in any separate fee agreement
between Hartford Life and Wilmington.
"INDEMNIFIED
PERSON" means any person entitled to indemnity payments
pursuant to Section 5.
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"OBLIGATION"
means any and all Reasonable Costs and Expenses incurred, by
Wilmington or a Trust, relating to the
offering, sale and issuance of the Notes
by a Trust, (i) including the reasonable
fees and expenses of counsel and (ii)
costs, expenses and taxes of any Trust;
provided that Obligations do not include
Excluded Amounts or Fees.
"REASONABLE
COSTS AND EXPENSES" are limited to (i) all reasonable expenses
actually and reasonably incurred by
Wilmington or a Trust that either do not
exceed the indicated amounts listed in
EXHIBIT B or have been approved in
writing in advance by an officer of
Hartford Life and (ii) any extraordinary
cost or expense actually incurred by
Wilmington or a Trust that was not
reasonably anticipated by Wilmington or
which was not reasonably avoidable;
provided that Wilmington will give Hartford
Life prompt notice of any such
extraordinary cost or expense.
Capitalized
terms used and not otherwise defined herein shall have the
meanings assigned to them in the
Indenture.
2. FEES. Hartford Life hereby
agrees to pay Wilmington its Fees. In the
event of a substantive change in the nature
of Wilmington's duties, acceptable
to the parties, the parties mutually agree
to negotiate an equitable adjustment
to Wilmington's Fees.
3. PARTIAL REFUND. If
Wilmington's appointment as Delaware Trustee is
revoked under Section 9.02(c) of the Trust
Agreement, Wilmington will repay to
Hartford Life such part of any fee paid to
it as may be agreed between
Wilmington and Hartford Life.
4. PAYMENT OF OBLIGATIONS. If
Wilmington or a Trust delivers written
notice and evidence, reasonably
satisfactory to Hartford Life, of any Obligation
of Wilmington or the Trust, Hartford Life
shall, upon receipt of such notice
promptly pay such Obligation. Notice of any
Obligation (including any invoices)
should be sent to Hartford Life at its
address set forth below, or at such other
address as Hartford Life shall hereafter
furnish in writing:
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IF BY OVERNIGHT
DELIVERY:
IF BY U.S. MAIL:
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Hartford Life
Insurance Company
Hartford Life Insurance Company
200 Hopmeadow
Street
P.O. Box 2999
Simsbury,
Connecticut 06089
Hartford, Connecticut 06104-2999
Attn:
Institutional Investment Products Attn.:
Institutional Investment Products
Telephone: (860)
843-9477
Telecopier:
(860) 843-5775
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Wilmington or a
Trust, as appropriate, will (i) fro
