-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QHqwBN11k6j+9ALpqWPd0gnT9Hfrv3ciAVrNPuR/WnQ9hL5U+6IZCRYAmWMd76tI r/zZMDjXkqm2p6Ae3qhdew== 0000930413-06-008482.txt : 20061208 0000930413-06-008482.hdr.sgml : 20061208 20061208172729 ACCESSION NUMBER: 0000930413-06-008482 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061208 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061208 DATE AS OF CHANGE: 20061208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARTFORD LIFE INSURANCE CO CENTRAL INDEX KEY: 0000045947 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 060941488 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32293 FILM NUMBER: 061266627 BUSINESS ADDRESS: STREET 1: 200 HOPMEADOW ST STREET 2: P O BOX 2999 CITY: SIMSBURY STATE: CT ZIP: 06089 BUSINESS PHONE: 8608435445 MAIL ADDRESS: STREET 1: 200 HOPMEADOW STREET STREET 2: BOX 2999 CITY: SIMSBURY STATE: CT ZIP: 06089 8-K 1 c45682_8k.txt ================================================================================ - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): DECEMBER 8, 2006 HARTFORD LIFE INSURANCE COMPANY (Exact name of registrant as specified in its charter) CONNECTICUT 001-32293 06-0974148 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 200 HOPMEADOW STREET SIMSBURY, CONNECTICUT 06089 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (860) 547-5000 ---------------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- ================================================================================ ================================================================================ ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS The following document is filed with reference to and is hereby incorporated by reference as an exhibit to the Registration Statement on Form S-3 (File No. 333-137215) which became automatically effective on September 8, 2006 (the "Registration Statement"). (c) Exhibits EXHIBIT NUMBER DESCRIPTION ------- ----------- Exhibit 4.1 Form of Medium-Term Equity Indexed Note SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED. HARTFORD LIFE INSURANCE COMPANY (REGISTRANT) DATE: DECEMBER 8, 2006 BY: /S/ JEFFREY L. JOHNSON ------------------------------- Name: Jeffrey L. Johnson Title: Assistant Vice President ================================================================================ EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- Exhibit 4.1 Form of Medium-Term Equity Indexed Note EX-4.1 2 c45682_ex4-1.txt Exhibit 4.1 FORM OF MEDIUM-TERM EQUITY INDEXED NOTE 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 Issuance Date: Note Linked to Securities of One or More Issuers, One or More Issue Price: 100% 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 [X] No. If yes, Supplemental Payment(s): [X] Yes [ ] No indicate name(s) of Securities Exchange(s): Relevant Index or Indices: Initial Index Level(s): oo __________________________________________. Index Valuation Date(s): oo Depositary: The Depository Trust Company Off-Set Amount: oo Authorized Denominations: $1,000 and integrals thereof Participation Rate: oo Specified Currency: U.S Dollars Maximum Supplemental Payment, if any: None. Amortizing Note: [ ] Yes [X] No. If yes, Minimum Supplemental Payment: None Amortization schedule or formula: Periodic Interest Note: [ ] Yes [ ] No. If yes, Discount Note: [ ] Yes [X] No. If yes, Interest Rate: 20 Total Amount of Discount: Interest Payment Dates: The 15th day of each Day Count Initial Accrual Period of Discount: Regular Records Date(s): 15 Days prior to any Interest Interest Payment Dates: Calculation Agent: oo Additional/Other Terms: Additional/Other Terms: None. Redemption Provisions: [ ] Yes [X] No. If yes, Initial Redemption Date:
1-1 Redemption Dates: Sinking Fund: None Initial Redemption Percentage: Survivor's Option: [ ] Yes [X] No. If yes, Survivor's Option Rider is Annual Redemption Percentage Reduction, if any: attached and is incorporated into this Note. Additional/Other Terms: Aggregate Principal Amount of the Series: Additional/Other Terms: None
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 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 1-2 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. 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. 1-3 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 TRUST COMPANY, N.A. As Indenture Trustee Dated: By: ---------------------------- authorized signatory 1-4 [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. 2-1 (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 indicies, as specified on the face hereof (the "Relevant 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 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 any Business day on which trading is generally conducted on the Relevant Exchanges, 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 2-2 .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. 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 compose 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 traded funds related to the Relevant Index or any Successor Index for more 2-3 than two hours of trading during, or during the one-half hour period preceding the close of, the principal trading session on such exchange; or o a decision to permanently discontinue trading in the relevant futures or options contracts; in each case as determined by the Calculation Agent in its sole discretion; and o the Calculation Agent's determination, in its sole discretion, that the event(s) described above materially interfered with the Company's ability or the ability of any of the Company's affiliates to adjust or unwind all or a material portion of any hedge with respect to this Note. For the purpose of this definition of Market Disruption Event, unless otherwise specified on the face hereof: o a limitation on the number of hours or days of trading will not constitute a Market Disruption Event, if it results from an announced change in the regular business hours of the Relevant Exchange or market; o limitations on trading during significant market fluctuations pursuant to the rules or regulations of any Relevant Exchange (or of any applicable rule or regulation enacted or promulgated by any other self-regulatory organization or any government agency, as determined by the Calculation Agent, in its sole discretion) will constitute a suspension, absence or material limitation of trading; o a suspension of trading in futures or options contracts on the Relevant Index by the primary securities market trading in such contracts by reason of o a price change exceeding limits set by such exchange or market, o an imbalance of orders relating to such contracts, or o a disparity in bid and ask quotes relating to such contracts will, in each such case, constitute a suspension, absence or material limitation of trading in futures or options contracts related to the Relevant Index; and o a "suspension of trading" on any Relevant Exchange or on the primary market on which futures or options contracts related to the Relevant Index are traded will not include any time when such market is itself closed for trading under ordinary circumstances. If an Index Valuation Date (i) is not a Trading Day or (ii) if there is a Market Disruption Event on such day, the applicable Index Valuation Date will be postponed to, in the case of clause (i), the immediately succeeding Trading Day and, in the case of clause (ii) the next succeeding Trading Day, during which no Market Disruption Event shall have occurred or is continuing; PROVIDED that the Index Closing Level will not be determined on a date later than the tenth scheduled Trading Day after the final Index Valuation Date, and if such day is not a Trading Day, or if there is a Market Disruption Event on such date, the Calculation Agent will determine the Index Closing Level on such date in accordance with the formula for and method of calculating the Index Closing Level last in effect prior to commencement of the Market Disruption Event (or prior to the non-Trading Day), using the closing price (or, if trading in the relevant securities has been materially suspended or materially limited, the Calculation Agent's good faith estimate of the closing price that would have prevailed but for such suspension or limitation or non-trading day) on such tenth scheduled Trading Day of each security most recently constituting the Relevant Index. 2-4 (C) DISCONTINUANCE OF THE RELEVANT INDEX. If publication of the Relevant Index is discontinued or otherwise unavailable and the Sponsor (or another entity) publishes a successor or substitute index that the Calculation Agent, in its sole discretion, determines is comparable to the discontinued Relevant Index (the new index being referred to as a "Successor Index"), then the relevant closing levels will be determined by reference to the Successor Index at the close of trading on the Relevant Exchange(s) for the Successor Index on each relevant Index Valuation Date. If the Calculation Agent selects a Successor Index, the Calculation Agent will cause written notice to be promptly furnished to the Company, the Indenture Trustee and the Holder of this Note of the change to the Successor Index. If publication of the Relevant Index is discontinued prior to, and such discontinuation is continuing on an Index Valuation Date and the Calculation Agent determines that no Successor Index is available, then the Calculation Agent will notify the Company and the Indenture Trustee and will calculate the appropriate closing levels. These calculations by the Calculation Agent will be in accordance with the formula for and method of calculating the Relevant Index last in effect prior to its discontinuance using the closing price (or, if trading in the relevant securities has been materially suspended or materially limited, its good faith estimate of the closing price that would have prevailed but for such suspension or limitation) at the close of the principal trading session on such date of each security most recently composing the Relevant Index or Successor Index, as applicable. If a Successor Index is selected or the Calculation Agent calculates a level as a substitute for the Relevant Index, that Successor Index or level will be substituted for the Relevant Index for all purposes. (D) ALTERATION OF METHOD OF CALCULATION OF INDEX If at any time the method of calculating the Relevant Index or a Successor Index, or the level thereof, is changed in a material respect in the Calculation Agent's discretion, or if the Relevant Index or a Successor Index is in any other way modified so that the Relevant Index or such Successor Index does not, in the reasonable opinion of the Calculation Agent, fairly represent the level of the Relevant Index or such Successor Index had such changes or modifications not been made, then the Calculation Agent will, at the close of business in New York City on each date on which the Index Closing Level is to be determined, make such calculations and adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a level of a stock index comparable to the Relevant Index or such Successor Index, as the case may be, as if such changes or modifications had not been made, and the Calculation Agent will calculate the Index Closing Level with reference to the Relevant Index or such Successor Index, as adjusted. (iii) ALTERNATE SUPPLEMENTAL PAYMENT CALCULATION IN CASE OF AN EVENT OF DEFAULT. In case an Event of Default with respect to this Note shall have occurred and be continuing, the amount declared due and payable for each $1,000 principal amount of this 2-5 Note upon any acceleration of this Note shall be determined by the Calculation Agent and shall be an amount in cash equal to $1,000 plus the Supplemental Payment, calculated as if the date of acceleration were the final Index Valuation Date, plus, if applicable, any accrued and unpaid interest on this Note to the date the principal hereof is paid or made available for payment. If more than one Index Valuation Date is specified on the face of this Note, the date of acceleration shall be treated as the final Index Valuation Date and each of the remaining Index Valuation Dates scheduled to occur after the date of acceleration shall be treated as occurring, one each, on the consecutive Trading Days preceding the date of acceleration. If the maturity of this Note is accelerated because of an Event of Default as described above, the Company shall provide, or shall cause the Calculation Agent to provide, written notice to the Indenture Trustee at its New York office, on which notice the Indenture Trustee may conclusively rely, and to the Holder of the cash amount due with respect to each $1,000 principal amount of this Note as promptly as possible and in no event later than two Business Days after the date of acceleration. (iv) CALCULATION AGENT. All determinations made by the Calculation Agent hereunder shall be made at the sole discretion of the Calculation Agent and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holder of this Note, the Indenture Trustee and the Company. The Company may appoint a different Calculation Agent from time to time without notice to or consent of the Holder of this Note. (c) DISCOUNT NOTES. If this Note is specified on the face hereof as a "Discount Note": (i) PRINCIPAL AND INTEREST. This Note will bear interest in the same manner as set forth in Section 3(a) above, and payments of principal and interest shall be made as set forth on the face hereof. Discount Notes may not bear any interest currently or may bear interest at a rate that is below market rates at the time of issuance. The difference between the Issue Price of a Discount Note and par is referred to as the "DISCOUNT". (ii) REDEMPTION; REPAYMENT; ACCELERATION. In the event a Discount Note is redeemed, repaid or accelerated, the amount payable to the Holder of such Discount Note will be equal to the sum of: (A) the Issue Price (increased by any accruals of Discount) and, in the event of any redemption of such Discount Note, if applicable, multiplied by the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable); and (B) any unpaid interest accrued on such Discount Note to the Maturity Date ("AMORTIZED FACE AMOUNT"). Unless otherwise specified on the face hereof, for purposes of determining the amount of Discount that has accrued as of any date on which a redemption, repayment or acceleration of maturity occurs for a Discount Note, a Discount will be accrued using a constant yield method. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates for the applicable Discount Note (with ratable accruals within a compounding period), a coupon rate equal to the initial coupon rate applicable to the applicable Discount Note and an assumption that the maturity of such Discount Note will not be accelerated. If the period from the date of issue to the first Interest Payment Date for a Discount Note (the "INITIAL PERIOD") is shorter than the compounding period for 2-6 such Discount Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then the period will be divided into a regular compounding period and a short period with the short period being treated as provided above. Section 4. REDEMPTION. Unless otherwise so indicated on the face hereof and in a Redemption Schedule attached hereto, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture. Section 5. SINKING FUNDS AND AMORTIZING NOTES. Unless specified on the face hereof, this Note will not be subject to, or entitled to the benefit of, any sinking fund. If this Note is specified on the face hereof as an "Amortizing Note", this Note will bear interest in the same manner as set forth in Section 3(a) above, and payments of principal, premium, if any, and interest will be made as set forth on the face hereof and/or in accordance with Schedule I attached hereto. The Company will make payments combining principal, premium (if any) and interest, if applicable, on the dates and in the amounts set forth in the table appearing in Schedule I attached to this Note or in accordance with the formula specified on the face hereof. Payments made hereon will be applied first to interest due and payable hereon and then to the reduction of the unpaid principal amount hereof. Section 6. MODIFICATIONS AND WAIVERS. The Indenture contains provisions permitting the Company and the Indenture Trustee (1) at any time and from time to time without notice to, or the consent of, the Holders of any Notes issued under the Indenture to enter into one or more supplemental indentures for certain enumerated purposes and (2) with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes affected thereby, to enter into one or more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of modifying in any manner the rights of Holders of Notes under the Indenture; provided, that, with respect to certain enumerated provisions, no such supplemental indenture shall be entered into without the consent of the Holder of each Note affected thereby. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Notes. Section 7. OBLIGATIONS UNCONDITIONAL. No reference herein to the Indenture and no provisions of this Note or of the Indenture shall impair the right of each Holder of any Note, which is absolute and unconditional, to receive payment of the principal of, and any interest on, and premium, if any, on, such Note on the respective Stated Maturity Date or redemption date thereof and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. Section 8. EVENTS OF DEFAULT. If an Event of Default with respect to the Notes of this series shall occur and be continuing, the principal of, and all other amounts payable on, the Notes of this series may be declared due and payable, or may be automatically accelerated, as the case may be, in the manner and with the effect provided in the Indenture In the event that this Note is 2-7 a Discount Note, the amount of principal of this Note that becomes due and payable upon such acceleration shall be equal to the amount calculated as set forth in Section 3(d) hereof. Section 9. WITHHOLDING; NO ADDITIONAL AMOUNTS. All amounts due in respect of this Note will be made free and clear 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, unless such withholding or deduction is required by law. The Company will not pay any additional amounts to the Holder of this Note in respect of any such withholding or deduction, any such withholding or deduction will not give rise to an Event of Default or any independent right or obligation to redeem this Note and the Holder will be deemed for all purposes to have received cash in an amount equal to the portion of such withholding or deduction that is attributable to such Holder's interest in this Note as equitably determined by the Company. Section 10. LISTING. Unless otherwise specified on the face hereof, this Note will not be listed on any securities exchange. Section 11. NO RECOURSE AGAINST CERTAIN PERSONS. No recourse shall be had for the payment of any principal, interest or any other sums at any time owing under the terms of this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture against the Nonrecourse Parties, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such personal liability being, by the acceptance hereof and as part of the consideration for issue hereof, expressly waived and released. Section 12. MISCELLANEOUS. (a) This Note is issuable only as a registered Note without coupons in denominations of $1,000 and any integral multiple of $1,000 in excess thereof, or, if the specified currency of this Note is Canadian dollars, the approximate Canadian dollar equivalent of $1,000 and any integral multiple of such $1,000 equivalent in excess thereof, unless otherwise specified on the face of this Note. (b) Prior to due presentment for registration of transfer of this Note, the Company, the Indenture Trustee, the Registrar, the Paying Agent, any Agent, and any other agent of the Company or the Indenture Trustee may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note shall be overdue, and none of the Company, the Indenture Trustee, the Registrar, the Paying Agent, any Agent, or any other agent of the Company or the Indenture Trustee shall be affected by notice to the contrary. (c) The Notes of this series are being issued by means of a book-entry-only system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC will evidence ownership of the Notes of this series, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company and the Indenture Trustee will recognize Cede & Co., as nominee of DTC, as the registered owner of the Notes of this 2-8 series, as the Holder of the Notes of this series for all purposes, including payment of principal, premium (if any) and interest, notices and voting. Transfer of principal, premium (if any) and interest to participants of DTC will be the responsibility of DTC, and transfer of principal, premium (if any) and interest to beneficial holders of the Notes of this series by participants of DTC will be the responsibility of such participants and other nominees of such beneficial holders. So long as the book-entry system is in effect, the selection of any Notes to be redeemed or repaid will be determined by DTC pursuant to rules and procedures established by DTC and its participants. Neither the Company nor the Indenture Trustee will be responsible or liable for such transfers or payments or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. (d) This Note or portion hereof may not be exchanged for Definitive Notes, except in the limited circumstances provided for in the Indenture. The transfer or exchange of Definitive Notes shall be subject to the terms of the Indenture. No service charge will be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Section 13. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 2-9 -----END PRIVACY-ENHANCED MESSAGE-----