Exhibit 10.3
FORM OF EXPENSE AND INDEMNITY AGREEMENT - AMACAR
-, 2005
Mr. Douglas K. Johnson
Amacar Pacific Corporation
6525 Morrison Boulevard, Suite 318
Charlotte, North Carolina 28211
Dear Mr. Johnson:
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 Corporation, as
administrator ("Administrator") and Beneficial
Holder (the "Trust Agreement"). Each Trust
shall enter into an indenture (the
"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 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 Administrator and the
Delaware Trustee, dated -, 2005,
whereby the Administrator has agreed to
provide certain services of each such
Trust.
In consideration of the Administrator
providing services to each Trust in
connection with the Program and pursuant to
the Issuance Documents under which
the Administrator 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 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
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or liability of any kind or nature
whatsoever imposed on the Administrator that
results from the bad faith or gross
negligence of the Administrator, (v) any
costs and expenses attributable solely to
the Administrator's administrative
overhead unrelated to the Program, (vi) any
tax imposed on fees paid to the
Administrator, (vii) any withholding taxes
imposed on or with respect of
payments made under any Funding Agreement,
the Indenture or any Note and (viii)
any Additional Amounts paid to any
Holder.
"FEES" mean the fees as set forth in the fee schedule attached
hereto
as EXHIBIT A or in any separate fee
agreement between Hartford Life and the
Administrator.
"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, including
(i) the reasonable fees and expenses of
counsel and (ii) costs, expenses and
taxes of the Trust; provided that
Obligations do not include Excluded Amounts or
Fees.
"REASONABLE COSTS AND EXPENSES" are limited to (i) all
reasonable
Administration Expenses actually and
reasonably incurred by the Administrator
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, (ii) any
extraordinary cost or expense actually
incurred by the Administrator that was
not reasonably anticipated by the
Administrator or which was not reasonably
avoidable; provided that the Administrator
will give Hartford Life prompt notice
of any such extraordinary cost or expense
and (iii) any other Program Expenses
that are scheduled obligations of a Trust
or that the Administrator is directed
to pay.
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 the Administrator its
Fees. If there is a substantive change in
the nature of the Administrator's
duties, acceptable to the parties, the
parties mutually agree to negotiate an
equitable adjustment to the Administrator's
Fees.
3. PARTIAL
REFUND. If the Administrator resigns or its appointment
is revoked for cause pursuant to any of the
Issuance Documents under which the
Administrator has duties or obligations,
the Administrator will repay to
Hartford Life such unused part of any fee
paid to it as may be agreed between
the Administrator and Hartford Life but no
more than the prorated amount.
4. PAYMENT
OF OBLIGATIONS. If the Administrator delivers written
notice and evidence, reasonably
satisfactory to Hartford Life, of any Obligation
of the Administrator,
