HARTFORD LIFE INSURANCE COMPANY (A STOCK INSURANCE COMPANY) 200 HOPMEADOW STREET, SIMSBURY, CONNECTICUT 06089 FUNDING AGREEMENT

 

                                                                    Exhibit 4.10

 

                         HARTFORD LIFE INSURANCE COMPANY

                           (A STOCK INSURANCE COMPANY)

                200 HOPMEADOW STREET, SIMSBURY, CONNECTICUT 06089

 

                                FUNDING AGREEMENT

 

CONTRACTHOLDER:         HARTFORD LIFE GLOBAL FUNDING TRUST [200---], BY

                        WILMINGTON TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY

                        BUT SOLELY AS TRUSTEE, FOR THE BENEFIT OF HARTFORD LIFE

                        GLOBAL FUNDING TRUST [200---]

 

CONTRACT NUMBER:        [FA-40-]

 

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]

 

 

                                FUNDING AGREEMENT

                                NON-PARTICIPATING

                                 GENERAL ACCOUNT

                                 GUARANTEED RATE

 

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                                TABLE OF CONTENTS

 

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                                                                     PAGE NUMBER

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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

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                              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, N.A., 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 [-], 2005, 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.

 

"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.

 

                                        1

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                      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 will 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, unless

another currency is 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.

 

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.

 

                                        2

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3.05   FORM OF PAYMENT. All payments we make to you are made in U.S. Dollars,

unless another currency is 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 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 occurrence 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 Sections 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