FORM OF HARTFORD LIFE INSURANCE COMPANY                              EXHIBIT 4.1
PRINCIPAL PROTECTED CURRENCY LINKED MEDIUM-TERM NOTES

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


                        CURRENCY-LINKED MEDIUM-TERM NOTES


<TABLE>
<S>                                                               <C>
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):                          Currency or Currencies in the Basket:
__________________________________________.                          Spot Rate:
Depositary: The Depository Trust Company                             Initial Spot Rate:
Authorized Denominations: $1,000 and integrals thereof               Reuters Page:
Specified Currency: U.S. Dollars                                     Currency Weighting:
Amortizing Note: [ ] Yes [X] No. If yes,                          Participation Rate:
   Amortization schedule or formula:                              Off-Set Amount:
   Additional/Other Terms                                         Minimum Supplemental Payment:
Discount Note:  [ ] Yes [  ] No. If yes,                          Maximum Supplemental Payment:
   Total Amount of Discount:                                      Basket Valuation Date(s):
   Initial Accrual Period of Discount:                            Calculation Agent:
   Interest Payment Dates:                                        Additional/Other Terms:
   Additional/Other Terms:                                        Sinking Fund:  None
Redemption Provisions:  [  ] Yes [  ] No. If yes,                 Survivor's Option:  [  ] Yes [X] No.
   Initial Redemption Date:                                          If yes, Survivor's Option Rider is attached and incorporated
   Redemption Dates:                                                  into this Note.
   Initial Redemption Percentage:
   Annual Redemption Percentage Reduction, if any:
   Additional/Other Terms:
Aggregate Principal Amount of the Series:
</TABLE>


                                      1-1




<PAGE>



FORM OF HARTFORD LIFE INSURANCE COMPANY
PRINCIPAL PROTECTED CURRENCY LINKED MEDIUM-TERM NOTES

            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
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.


                                      1-2


<PAGE>


FORM OF HARTFORD LIFE INSURANCE COMPANY
PRINCIPAL PROTECTED CURRENCY LINKED MEDIUM-TERM NOTES

            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


<PAGE>



FORM OF HARTFORD LIFE INSURANCE COMPANY
PRINCIPAL PROTECTED CURRENCY LINKED MEDIUM-TERM NOTES

            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


<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. SPECIFIED 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:

<TABLE>
<CAPTION>
                     Interest Payment Frequency    Interest Payment Dates
                     --------------------------    ----------------------

                     <S>                           <C>
                     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.
</TABLE>

                (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


<PAGE>


            (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 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.



                                      2-2


<PAGE>

                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 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 traded funds related to the Relevant
                    Index or any Successor Index 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
                    exchange; or


                                      2-3


<PAGE>


                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 pursuant to the rules of any relevant exchange
                    similar to NYSE Rule 80A (or any applicable rule or
                    regulation enacted or promulgated by any other
                    self-regulatory organization or any government agency of
                    scope similar to NYSE Rule 80A as determined by the
                    Calculation Agent, in its sole discretion) on trading during
                    significant market fluctuations 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


                                      2-4


<PAGE>

                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.

                    (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


                                      2-5


<PAGE>

                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 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, then for each Index
            Valuation Date scheduled to occur after the date of acceleration,
            the Trading Days immediately preceding the date of acceleration (in
            such number equal to the number of Index Valuation Dates in excess
            of one) shall be the corresponding Index Valuation Dates, unless
            otherwise specified in the applicable pricing supplement. 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


                                      2-6


<PAGE>

            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 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


                                      2-7


<PAGE>

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 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.


                                      2-8


<PAGE>

            (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 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


<PAGE>


                                   SCHEDULE A


1. Delete the third and fourth full paragraphs of this Note and replace with the
following new paragraphs:

   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. If due to a Market Disruption Event, the
   final Basket Valuation Date is postponed, the Stated Maturity Date will be
   postponed by the same number of days as the final Basket 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 Basket
   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 Basket 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
   Basket Valuation Date for determining the Ending Spot Rate, the Currency
   Return, the Ending Basket Level and the Basket Return.

2. Delete all reference in this Note to "Index Valuation Date" and replace with
"Basket Valuation Date".

3. Delete all reference in this Note to "Trading Day" and replace with "Business
Day".

4. Delete all references in this Note to "index" or "indices" and replace with
"currency" or "currencies", respectively.

5. The procedures described in Section 3(b)(i) of this Note for determining the
Supplemental Payment are hereby replaced in its entirety as follows:

DETERMINATION OF THE SUPPLEMENTAL PAYMENT: On the Basket Valuation Date or Dates
set forth on the face hereof, the Calculation Agent will determine the Ending
Spot Rate(s), the Currency Return(s), the Ending Basket Level(s), and the Basket
Return(s) for the relevant currency or currencies (the "Relevant Currency", and
collectively, the "Relevant Currencies"). If there is a single Basket Valuation
Date, the Ending Spot Rate, the Currency Return, the Ending Basket Level, and
the Basket Return will be as of that date. If there are more than one Basket
Valuation Dates, the Calculation Agent will determine each of the Ending Spot
Rate, the Currency Return,


                                      2-10


<PAGE>

the Ending Basket Level, and the Basket Return, each divided by the number of
Basket Valuation Dates. The average of each will be the Ending Spot Rate(s), the
Currency Return(s), the Ending Basket Level(s), and the Basket Return(s).

The "Basket Closing Level" on any Business Day will be calculated as follows:

            Basket Closing Level = 100 x [1 + [sigma] (each Currency Return x
each Currency Weighting)]

The "Ending Basket Level" means the Basket Closing Level on the Basket Valuation
Date, or the arithmetic average of the Basket Closing Levels on the Basket
Valuation Dates.

The "Currency Return" for the Relevant Currency included in the Basket will be
calculated as follows:
                                     Ending Spot Rate - Initial Spot Rate
                                     ------------------------------------
                Currency Return =             Initial Spot Rate

and will then determine for such Basket Valuation Date the "Basket Return" using
the following formula:
                                     Ending Basket Level - 100
                                     -------------------------
                Basket Return =                100

On the final Basket Valuation Date, the Calculation Agent will determine the
final Basket Return by averaging each of the Basket Returns determined on each
Basket Valuation Date.

            If the final Basket Return multiplied by $1,000 multiplied by the
Participation Rate is less than or equal zero, then the Supplemental Payment
will be equal to $0.00 (or the Minimum Supplemental Payment, if any, specified
on the face of this Note). If the final Basket Return multiplied by $1,000
multiplied by the Participation Rate (the "Basket-linked Supplemental Payment")
is greater than zero, then the Supplemental Payment for each $1,000 principal
amount of this Note will equal the Basket-linked Supplemental Payment (or the
Maximum Supplemental Payment, if any, specified on the face of this Note).

            The "Ending Spot Rate" of the Relevant Currency on any Business Day
means the Spot Rate of the Relevant Currency at the regular official weekday
close of the Principal Financial Center for trading of the Relevant Currency. As
used herein, a "Business Day" is any day other than a Saturday or Sunday, as
determined by the Calculation Agent, on which banking business is generally
conducted in New York City and in the Principal Financial Center for each of the
Relevant Currencies.

            All calculations with respect to the Initial Spot Rate, Initial
Basket Level, the Ending Basket Level, the Basket Return, the Ending Spot Rate,
or any Basket 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 payable at maturity 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.


                                      2-11


<PAGE>

            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.

6.          Delete in its entirety Section 3(b)(ii)(A), "RELEVANT INDEX" and
replace with "SPOT RATE", as set forth below:

            The exchange rate at a point in time to convert a Relevant Currency
            into Dollars or to convert Dollars into a Relevant Currency. Unless
            otherwise specified on the face hereof, the Calculation Agent will
            determine the Spot Rate for each Relevant Currency by observing
            trades through Electronic Broking Services, Reuters Dealing 3000 as
            of the Trade Date specified on the face hereof and as of each Basket
            Valuation Date.

7.          Replace in its entirety Section 3(b)(ii)(B) as follows:

            MARKET DISRUPTION. Each of the following is a "Market Disruption
            Event" if the Calculation Agent determines that the actual event
            prevents the Calculation Agent from calculating the Spot Rate of a
            Currency on any Basket Valuation Date and as a result, the
            Calculation Agent would not be able to calculate the Basket Return
            and the Supplemental Payment, if any, payable at maturity:

            (i) a day on which it becomes impossible to obtain a given Spot Rate
            from the Electronic Broking Services, Reuters Dealing 3000 or
            another source specific to a particular non-deliverable Currency; or

            (ii) a day that is declared not to be a Business Day, without prior
            public announcement or other public notice that such day shall not
            be a Business Day, until a time later than 9:00 a.m. in the
            Principal Financial Center for a particular currency two Business
            Days prior to the final Basket Valuation Date;

      in each case as determined by the Calculation Agent in its sole discretion
      provided that the Calculation Agent's determination, in its sole
      discretion, that the events described above materially interfered with the
      Company's ability or the ability of any of the Company's hedging
      counterparty or the affiliates of either to adjust or unwind all or a
      material portion of any hedge with respect to this Note.

      If a Basket Valuation Date (i) is not a Business Day or (ii) if there is a
      Market Disruption event on such day, the applicable Basket Valuation Date
      will be postponed to, in the case of clause (i) the immediately succeeding
      Business Day and, in the case of clause (ii) the next succeeding Business
      Day, during which no Market Disruption Event shall have occurred or is
      continuing; PROVIDED, however, that in no event will the applicable Basket
      Valuation Date be postponed by more than ten scheduled Business Days
      following the originally scheduled Basket Valuation Date.

8.          The procedures described in Section 3(b)(ii)(C) of this Note
regarding the DISCONTINUANCE OF THE RELEVANT INDEX are hereby deleted in its
entirety.


                                      2-12


<PAGE>

9.          The procedures  described in Section  3(b)(ii)(D)  of this Note
regarding the ALTERATION OF METHOD OF CALCULATION OF INDEX are hereby replaced
in its entirety as follows:

            ALTERATION OF METHOD OF CALCULATION OF THE SPOT RATE. Spot Rates for
            deliverable Currencies are normally determined by the Calculation
            Agent as observed through trades through Electronic Broking
            Services, Reuters Dealing 3000. Spot Rates for non-deliverable
            Currencies are normally determined by the Calculation Agent by
            reference to an "indicative survey" for that Currency. If the normal
            price sources are not available, then the Spot Rate is calculated as
            the arithmetic mean of the applicable Spot Rate quotations secured
            by the Calculation Agent at approximately 10:00 a.m., New York City
            time, on such date for the purchase or sale for settlement two
            Business Days later. If fewer than two dealers provide such Spot
            Rate quotations, then such Spot Rate is calculated as the arithmetic
            mean of the applicable Spot Rate quotations received by the
            Calculation Agent at approximately 10:00 a.m., New York City time,
            on such date from three leading commercial banks in New York
            (selected in the sole discretion of the Calculation Agent), for the
            sale by such banks of the settlement two Business Days later. If
            these Spot Rate quotations are available from fewer than three such
            banks, then the Calculation Agent, in its sole discretion, shall
            determine which Spot Rate is available and reasonable to be used. If
            no Spot Rate quotation is available, then such Spot Rate is the rate
            the Calculation Agent, in its sole discretion, determines to be fair
            and reasonable under the circumstances at approximately 10:00 a.m.,
            New York City time, on such date.


                                      2-13