Exhibit 10.2
FORM OF EXPENSE AND INDEMNITY AGREEMENT - JPMORGAN
-, 2005
Mr. Albert Mari, Jr., Vice President
JPMorgan Chase Bank, N.A.
4 New York Plaza, 15th Floor
New York, New York 10004
Attention: Institutional Trust Services
Dear Mr. Mari:
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 (the "Delaware Trustee") and
Amacar Pacific Corp., as administrator and
Beneficial Holder (the "Trust
Agreement"). Each Trust shall enter into a
separate indenture (each an
"Indenture") with JPMorgan Chase Bank, N.A.
("JPMorgan") as 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 a
Funding Agreement 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 Delaware Trustee and Amacar
Pacific Corp., as administrator (the
"Administrator"), dated -, 2005, whereby
the Administrator has agreed to provide
certain services of the Trust.
In consideration of JPMorgan providing services in connection with
the
Program and pursuant to the Issuance
Documents under which JPMorgan 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 a Trust
to the extent that such obligation or
expense has actually been paid utilizing
funds available to such 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 imposed on JPMorgan that results
from the bad faith or negligence of
JPMorgan, (iv) any costs and expenses
attributable solely to JPMorgan's
administrative overhead, (v) any tax
imposed on fees paid to JPMorgan, (vi) any
withholding taxes imposed on or with
respect of payments with respect to the
Notes made under any Funding Agreement, an
Indenture or any Note and (vii) any
Additional Amounts paid to any Holder.
"FEES" means the fees as set forth in the fee schedule attached
hereto
as EXHIBIT A, as revised from time to time
in accordance herewith, or in any
separate fee agreement between Hartford
Life and JPMorgan.
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"INDEMNIFIED PERSON" means any person entitled to indemnity
payments
pursuant to Section 5.
"OBLIGATION" means any and all Reasonable Costs and Expenses
incurred,
relating to the offering, sale and issuance
of the Notes by a Trust and the
administration of the Issuance Documents,
including (i) the reasonable fees and
expenses of counsel, and (ii) costs and
expenses of a Trust; provided that
Obligations do not include Excluded Amounts
or Fees and further provided that
the parties acknowledge that JPMorgan is
not obligated to pay the cost or
expenses of any Trust.
"REASONABLE COSTS AND EXPENSES" are limited to (i) all
reasonable
expenses actually and reasonably incurred
by JPMorgan 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
including the reasonable legal expenses
incurred in connection with proposed
amendments to an Indenture, related
documents or the Program or in connection
with series of Notes having features
not contemplated or provided for at the
inception of the Program and (ii) any
extraordinary cost or expense actually
incurred by JPMorgan that was not
reasonably anticipated by JPMorgan or which
was not reasonably avoidable;
provided that JPMorgan will give Hartford
Life prompt notice of any such
extraordinary cost or expense.
In the case of expenses approved in writing in advance pursuant to
the
definition of "Reasonable Costs and
Expenses," Hartford Life agrees, from time
to time, at the request of JPMorgan, to
negotiate reasonably and in good faith
reasonable modifications in such expenses
that, owing to the nature of the
transaction giving rise to such expenses,
JPMorgan reasonably anticipates will
be incurred by it.
Capitalized terms used and not otherwise defined herein shall have
the
meanings assigned to them in the
Indentures.
2. FEES. Hartford Life
hereby agrees to pay JPMorgan its Fees promptly
after delivery of JPMorgan's invoice
therefor. If there is
a substantive change
in the nature of JPMorgan's duties acceptable to the parties, the parties
mutually agree to negotiate an equitable
adjustment to
JPMorgan's Fees and
to
reflect such adjustment in a revised
EXHIBIT A.
3. PARTIAL REFUND.
If JPMorgan
resigns or its
appointment is revoked
pursuant to any of the Issuance Documents under which JPMorgan has duties or
obligations, JPMorgan will repay to Hartford
Life such part of any
annual Fee
paid to it as may be agreed between
JPMorgan and Hartford Life.
4. PAYMENT OF
OBLIGATIONS. If
JPMorgan delivers
written notice and
evidence, reasonably satisfactory to Hartford Life, of any Obligation of
JPMorgan, 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 such
party shall hereafter furnish in
writing:
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