EXHIBIT 4.1
FORM OF HARTFORD LIFE INSURANCE COMPANY PRINCIPAL PROTECTED
MEDIUM-TERM NOTES
LINKED TO A BASKET OF INDICES
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
(HEREINAFTER
DEFINED) AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED
IN THE
INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT
EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND
NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY
(HEREINAFTER
DEFINED) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND
UNLESS ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED NO.: CUSIP NO.:
PRINCIPAL AMOUNT: U.S.
HARTFORD LIFE INSURANCE COMPANY
EQUITY INDEXED MEDIUM-TERM NOTES
<TABLE>
<S>
<C>
Issuance Date:
Note Linked to Securities of One or More Issuers, One or More
Issue Price:
Currencies, One or More Commodities, One or More Indices, or
Stated Maturity Date:
any Other Instrument(s) or Measure(s) or Baskets of any of the
Settlement Date:
Foregoing: [X] Yes [
] No
Securities Exchange Listing: [ ] Yes [ ] No. If yes,
Supplemental Payment(s): [ ] Yes [ ] No
indicate name(s) of Securities Exchange(s):
Relevant Index or Indices:
__________________________________________.
Initial Index Level(s):
Depositary: The
Depository Trust Company
Index Valuation Date(s):
Authorized Denominations:
Off-Set Amount:
Specified Currency:
Participation Rate:
Amortizing Note: [ ]
Yes [ ] No. If yes,
Maximum Supplemental Payment, if any:
Amortization schedule
or formula:
Minimum Supplemental Payment:
Additional/Other Terms
Periodic Interest Note: [ ] Yes [ ] No. If yes,
Discount Note: [ ] Yes
[ ] No. If yes,
Interest Rate:
Total Amount of
Discount:
Interest Payment Dates:
Initial Accrual Period
of Discount:
Day Count Convention:
Interest Payment
Dates:
Regular Records Date(s):
Additional/Other
Terms:
Calculation Agent:
Redemption Provisions:
[ ] Yes [ ] No. If yes,
Additional/Other Terms: See attached Supplemental
Payment
Initial Redemption
Date:
Schedule
Redemption Dates:
Sinking Fund:
Initial Redemption
Percentage:
Survivor's Option: [ ]
Yes [ ] No. If yes, Survivor's Option
Annual Redemption
Percentage Reduction, if any:
Rider is attached and is incorporated into this Note.
Additional/Other
Terms:
Aggregate Principal Amount of the Series:
</TABLE>
1-1
Issuance Date:
<PAGE>
Hartford Life Insurance Company (the "COMPANY"), for value
received,
hereby promises to pay to Cede & Co., or its registered
assigns, the Principal
Amount specified above plus the Supplemental Payment, if any,
specified below on
the Stated Maturity Date specified above and, if so specified
above, to pay
interest thereon from the Issuance Date specified above or from the
most recent
Interest Payment Date specified above to which interest has been
paid or duly
provided for at the rate per annum as specified above, until the
principal
hereof is paid or made available for payment. Unless otherwise set
forth above
under "Specified Currency," payments of principal, premium, if any,
and interest
hereon will be made in the lawful currency of the United States of
America
("U.S. DOLLARS" or "UNITED STATES DOLLARS"). The "PRINCIPAL AMOUNT"
of this Note
at any time means (1) if this Note is a Discount Note (as
hereinafter defined),
the Amortized Face Amount (as hereinafter defined) at such time (as
defined in
Section 3(c) on the reverse hereof) and (2) in all other cases, the
Principal
Amount hereof. Capitalized terms not otherwise defined herein shall
have their
meanings set forth in the Indenture, dated as of September 8, 2006,
(the
"INDENTURE"), between The Bank of New York Mellon Trust Company,
N.A. (successor
to JPMorgan Chase Bank, N.A.), as the indenture trustee (the
"INDENTURE
TRUSTEE"), and the Company, as amended or supplemented from time to
time, or on
the face hereof.
This Note is one of a duly authorized issue of securities of
the
Company (herein called the "Notes"), issued and to be issued in one
or more
series under the Indenture and reference is hereby made to the
Indenture for a
statement of the respective rights, limitation of rights, duties
and immunities
thereunder of the Company, the Trustee and the Holders of the Notes
and of the
terms upon which the Notes are, and are to be, authenticated and
delivered.
This Note will mature on the Stated Maturity Date, unless its
principal (or any
installment of its principal) becomes due and payable prior to the
Stated
Maturity Date, whether, as applicable, by the declaration of
acceleration of
maturity, notice of redemption by the Company or otherwise;
provided, that if
the Stated Maturity Date is not a Business Day, then the Maturity
Date will be
the next succeeding Business Day following such Stated Maturity
Date and any
payment of interest due on the Stated Maturity Date will be made on
the Maturity
Date as adjusted, with the same force and effect as if made on the
Stated
Maturity Date, but no additional interest shall accrue or be
payable as a result
of the delayed payment; provided, further, that if due to a Market
Disruption
Event or otherwise, the final Index Valuation Date is postponed so
that it falls
less than three Business Days prior to or following the Stated
Maturity Date,
the Maturity Date will be the third Business Day following the
final Index
Valuation Date. (Any date on which this Note becomes due and
payable, whether
prior or subsequent to the Stated Maturity Date is referred to as
the "MATURITY
DATE").
If the Stated Maturity Date is postponed due to postponement of the
Index
Valuation Date as described above, the Company shall give written
notice of such
postponement and, once it has been determined, of the date to which
the Maturity
Date has been rescheduled to the Indenture Trustee and the Paying
Agent at their
New York offices, on which notices the Indenture Trustee and the
Paying Agent
may conclusively rely. These notices shall be given no later than
(i) with
respect to notice of the postponement of the Stated Maturity Date,
the Business
Day immediately following the scheduled Index Valuation Date; and
(ii) with
respect to notice of the date to which the Maturity Date has been
rescheduled,
the Business Day immediately following the actual Index Valuation
Date for
determining the Ending Index Level.
A "DISCOUNT NOTE" is any Note that has an Issue Price that is less
than 100% of
the Principal Amount thereof by more than a percentage equal to the
product of
0.25% and the number of full years to the Stated Maturity Date.
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<PAGE>
Unless otherwise specified above, the interest payable on each
Interest
Payment Date or the Maturity Date will be the amount of interest
accrued from
and including the Issuance Date or from and including the last
Interest Payment
Date to which interest has been paid or duly provided for, as the
case may be,
to, but excluding, such Interest Payment Date or the Maturity Date,
as the case
may be.
Unless otherwise specified above, the interest payable on any
Interest
Payment Date will be paid to the Holder on the Regular Record Date
for such
Interest Payment Date, which Regular Record Date shall be the
fifteenth (15th)
calendar day, whether or not a Business Day, immediately preceding
the related
Interest Payment Date; provided that, notwithstanding any provision
of the
Indenture to the contrary, interest payable on any Maturity Date
shall be
payable to the Person to whom principal shall be payable; and
provided, further,
that unless otherwise specified above, in the case of a Note
initially issued
between a Regular Record Date and the Interest Payment Date
relating to such
Regular Record Date, interest for the period beginning on the
Issuance Date and
ending on such Interest Payment Date shall be paid on the Interest
Payment Date
following the next succeeding Regular Record Date to the Holder on
such next
succeeding Regular Record Date.
Payments of principal of, and premium, if any, and interest and
other
amounts due and owing, if any, will be made through the Indenture
Trustee to the
account of DTC or its nominee and will be made in accordance with
depositary
arrangements with DTC.
Unless otherwise specified on the face hereof, the Holder hereof
will
not be obligated to pay any administrative costs imposed by banks
in making
payments in immediately available funds by the Company. Unless
otherwise
specified on the face hereof, any tax assessment or governmental
charge imposed
upon payments hereunder, including, without limitation, any
withholding tax,
will be borne by the Holder hereof.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE
SET
FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE
THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon shall have been
executed by the Indenture Trustee pursuant to the Indenture, this
Note shall not
be entitled to any benefit under the Indenture or be valid or
obligatory for any
purpose.
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly
executed, by manual or facsimile signature.
HARTFORD LIFE INSURANCE COMPANY
Dated:
By: ------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of Hartford Life Insurance Company
referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
As Indenture Trustee
Dated:
By: ------------------------------
authorized signatory
1-4
<PAGE>
[REVERSE OF NOTE]
Section 1. GENERAL. This Note is one of a duly authorized issue
of
Notes of the Company. The Notes of this series are issued pursuant
to the
Indenture.
Section 2. CURRENCY. This Note is denominated in, and payments
of
principal, premium, if any, and/or interest, if any, will be made
in the
Specified Currency specified on the face hereof.
Section 3. DETERMINATION OF INTEREST AMOUNTS AND CERTAIN OTHER
TERMS.
(a) PERIODIC INTEREST NOTES. If this Note is designated on the
face
hereof as a Periodic Interest Note:
(i) This Note will
bear interest at the rate per annum
specified on the face hereof. Interest on this Note will be
computed on
the basis of a 360-day year of twelve 30-day months.
(ii) Unless otherwise
specified on the face hereof, the
Interest Payment Dates for this Note will be as follows:
Interest
Payment Frequency
Interest Payment Dates
--------------------------
-----------------------
Monthly
Fifteenth day of each
calendar month,
beginning in the first
calendar month
following the month
this Note was issued.
Quarterly
Fifteenth day of every
third calendar month,
beginning in the third
calendar month
following the month
this Note was issued.
Semi-annual
Fifteenth day of every
sixth calendar month,
beginning in the sixth
calendar month
following the month
this Note was issued.
Annual
Fifteenth day of every
twelfth calendar month,
beginning in the
twelfth calendar month
following the month
this Note was issued.
(iii) If any Interest
Payment Date or the Maturity Date of
this Note falls on a day that is not a Business Day, the Company
will
make the required payment of principal, premium, if any, and/or
interest or other amounts on the next succeeding Business Day, and
no
additional interest will accrue in respect of the payment made on
that
next succeeding Business Day.
(b) SUPPLEMENTAL PAYMENTS. If this Note is specified on the face
hereof
as a "Note Linked to Securities of One or More Issuers, One or More
Currencies,
One or More Commodities, Indices, or any other Instrument(s) or
Measure(s) or
Baskets of any of the Foregoing" and as having "Supplemental
Payment(s)," a
Supplemental Payment shall be payable on the Stated Maturity Date
or a later
Maturity Date and shall be determined by the Calculation Agent by
reference to
the relevant index or indices, as specified on the face hereof (the
"Relevant
2-1
<PAGE>
Index"), and payment of principal, premium, if any, and interest,
if any, on
this Note shall be made as set forth below.
(i) DETERMINATION OF
THE SUPPLEMENTAL PAYMENT: On the Index
Valuation Date or Dates set forth on the face hereof, the
Calculation
Agent will determine the closing level of the Relevant Index (each
a
"Periodic Valuation Level"). If there is a single Index Valuation
Date,
the Periodic Valuation Level as of that date will be the Ending
Index
Level. If there is more than one Index Valuation Date, the
Calculation
Agent will determine the closing level of the Relevant Index for
each
such day and the arithmetic average of the sum of the Periodic
Valuation Levels, divided by the number of Index Valuation Dates.
This
average will be the "Ending Index Level". The "closing level" of
the
Relevant Index on any Trading Day means the level of the Relevant
Index
at the regular official weekday close of the principal trading
session(s) of the relevant exchange(s) or market(s) (the
"Relevant
Exchanges") for the stocks or other securities or instruments
included
in the Relevant Index or any Successor Index (as defined below).
(As
used herein, a "Trading Day" is a day on which trading is
generally
conducted on the New York Stock Exchange ("NYSE"), the American
Stock
Exchange LLC (the "AMEX"), the NASDAQ Stock Market and/or any
relevant
exchange or market for the Successor Index, all as determined by
the
Calculation Agent.) Prior to the Stated Maturity Date, the
Calculation
Agent will determine the Index Return using the following
formula:
(Ending Index Level - Initial Index Level)
-----------------------------------------
Initial Index Level
If the Index Return multiplied by the Participation Rate is less
than
or equal to the Off-Set Amount, if any, specified on the face of
this
Note, then the Supplemental Payment will equal $0.00 (or the
Minimum
Return, if any, specified on the face of this Note). If the
Index
Return multiplied by the Participation Rate is greater than the
Off-Set
Amount specified on the face of this Note, then the
Supplemental
Payment for each $1,000 principal amount of this Note will equal
the
lesser of the Maximum Return, if any, specified on the face of
this
Note or the amount computed as follows:
($1,000 x Index Return x Participation Rate) -- Off-Set Amount
All calculations with respect to the Initial Index Level, the
Ending Index Level, the Index Return or any closing level will
be
rounded to the nearest one hundred-thousandth, with five
one-millionths
rounded upward (E.G., .876545 would be rounded to .87655); all
dollar
amounts related to determination of the Supplemental Payment, if
any,
per $1,000 principal amount of this Note will be rounded to the
nearest
ten-thousandth, with five one hundred-thousandths rounded upward
(E.G.,
.76545 would be rounded up to .7655); and all dollar amounts paid
on
the aggregate principal amount of this Note will be rounded to
the
nearest cent, with one-half cent rounded upward.
The Company shall provide, or shall cause the Calculation
Agent to provide, written notice to the Indenture Trustee and
the
Paying Agent at their New York offices, on which notice the
Indenture
Trustee and the Paying Agent may conclusively rely, of the amount
of
cash to be delivered with respect to each $1,000 principal amount
of
this Note, on or prior to 10:30 a.m. on the Business Day preceding
the
Maturity Date.
(ii) OTHER PROVISIONS
PERTAINING TO SUPPLEMENTAL PAYMENTS:
The following additional terms apply with respect to the
Supplemental
Payment:
(A) RELEVANT INDEX. The entity that sponsors any Relevant
Index (the "Sponsor") is solely responsible for the
computation of that Relevant Index.
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<PAGE>
If more than one Relevant Index is specified on the face
hereof, the determinations specified above will be made using
the proportions listed next to the name of each Relevant Index
and by applying the procedures specified in the Supplemental
Payment Schedule, attached hereto.
(B) MARKET DISRUPTION. Each of the following is a "Market
Disruption Event" if the Calculation Agent determines that the
actual event materially affects the Relevant Index:
o
the suspension, absence or material limitation of the
trading of stocks or other securities or instruments
then constituting 20% or more of the stocks or other
securities or instruments which then comprise the
Index (or any Successor Index) on the Relevant
Exchange(s) for such securities for more than two
hours of trading during, or during the one-half hour
period preceding the close of, the principal trading
session on such Relevant Exchange; or
o a
breakdown or failure in the price and trade
reporting systems of any Relevant Exchange as a
result of which the reported trading prices for
stocks or other securities or instruments then
constituting 20% or more of the stocks which then
comprise the Relevant Index (or any Successor Index)
during the one hour preceding the close of the
principal trading session on such Relevant
Exchange(s) are materially inaccurate; or
o
the suspension, absence, limitation, cancellation or
repudiation of trading for more than two hours of
trading during, or during the one-half hour period
preceding the close of trading on the Relevant
Exchange in 20% or more of any options contracts
relating to stocks or other securities which then
comprise 20% or more of the value of the Relevant
Index; or
o
the suspension, absence or material limitation of the
trading on the primary securities exchange, as
determined by the Calculation Agent, for trading in
options
contracts, futures or exchange trade
