EXHIBIT 4.11



                               OMNIBUS INSTRUMENT

                                 WITH REGARD TO

                   HARTFORD LIFE GLOBAL FUNDING TRUST 2006-033


      WHEREAS,  the parties named herein  desire to enter into certain  Issuance
Documents,  each such  document  dated as of the date  specified in this Omnibus
Instrument  relating  to the  issuance by Hartford  Life  Global  Funding  Trust
2006-033 (the "Trust") of Hartford Life Global Funding Trust 2006-033 Notes (the
"Notes")  with the terms  specified in the Pricing  Supplement  attached to this
Omnibus  Instrument as Exhibit A (the "Pricing  Supplement")  to investors under
Hartford Life's secured notes program;

      WHEREAS,  the Trust will be  organized  under and its  activities  will be
governed by (i) the provisions of the Trust Agreement (set forth in Section A of
this Omnibus  Instrument),  dated as of March 22, 2006 (the "Formation Date") by
and between  the parties  thereto  indicated  in Section E herein,  and (ii) the
certificate of trust of the Trust;

      WHEREAS,  the Notes will be issued pursuant to the Indenture (set forth in
Section B of this Omnibus Instrument), dated as of March 29, 2006 (the "Issuance
Date"), by and between the parties thereto indicated in Section E herein;

      WHEREAS,  the  sale of the  Notes  will be  governed  by the  Distribution
Agreement (set forth in Section C of this Omnibus  Instrument),  dated as of the
Formation  Date,  by and  between  the parties  thereto  indicated  in Section E
herein; and

      WHEREAS,  certain  agreements  relating  to  the  Notes  and  the  funding
agreement identified in the Pricing Supplement (the "Funding Agreement") are set
forth in the  Coordination  Agreement  (set forth in  Section D of this  Omnibus
Instrument),  dated as of the Formation  Date, by and among the parties  thereto
indicated in Section E herein.

      All capitalized  terms used herein and not otherwise defined will have the
meanings set forth in the Indenture.  This Omnibus  Instrument is executed as of
the Formation Date.

      NOW,  THEREFORE,  in  consideration  of the agreements and obligations set
forth herein and for other good and valuable  consideration,  the sufficiency of
which is hereby acknowledged, each party hereby agrees as set forth herein.

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<PAGE>


                                  SECTION A

                               TRUST AGREEMENT

      THIS TRUST  AGREEMENT,  dated as of the Formation Date, is entered into by
and among AMACAR Pacific Corp., a Delaware  corporation,  as  administrator  (in
such  capacity,  the  "Administrator")  and as trust  beneficial  owner (in such
capacity, the "Trust Beneficial Owner") and Wilmington Trust Company, a Delaware
banking corporation, as Delaware trustee (the "Delaware Trustee").


                            W I T N E S S E T H:
                            -------------------

      WHEREAS,  the Trust Beneficial  Owner, the  Administrator and the Delaware
Trustee desire to establish a statutory trust organized pursuant to the Delaware
Statutory  Trust Act for the purpose of issuing Notes to investors which will be
secured, and payments with respect to which will be funded, solely by the assets
held in the Trust (as defined in this Omnibus Instrument), the proceeds of which
will be used to purchase the Funding Agreement;

      WHEREAS,  the Trust Beneficial  Owner, the  Administrator and the Delaware
Trustee desire to authorize the issuance of a Trust Beneficial  Interest and the
Notes in connection with the entry into this Trust Agreement and the Indenture;

      WHEREAS,  all things  necessary  to make this Trust  Agreement a valid and
legally binding  agreement of the Trust Beneficial  Owner, the Administrator and
the Delaware Trustee, enforceable in accordance with its terms, have been done;

      WHEREAS,  the parties intend to provide for,  among other things,  (i) the
issuance and sale of the Notes  (pursuant to the Indenture and the  Distribution
Agreement) and the Trust  Beneficial  Interest,  (ii) the use of the proceeds of
the sale of the Notes and Trust  Beneficial  Interest  to  acquire  the  Funding
Agreement  and  (iii)  all  other  actions  deemed  necessary  or  desirable  in
connection with the transactions contemplated by this Trust Agreement; and

      WHEREAS,  the parties  hereto  desire to  incorporate  by reference  those
certain Standard Trust Agreement Terms, filed as Exhibit 4.7 to the Registration
Statement dated March 18, 2005, filed with the Securities Exchange Commission by
Hartford Life (the "Standard Trust Agreement  Terms") and all capitalized  terms
not  otherwise  defined in this  Omnibus  Instrument  shall have the meaning set
forth in the Standard Trust  Agreement Terms (the Standard Trust Agreement Terms
and this Trust Agreement, collectively, the "Trust Agreement").

      NOW,  THEREFORE,  in  consideration  of the agreements and obligations set
forth herein and for other good and valuable  consideration,  the sufficiency of
which is hereby acknowledged, each party hereby agrees as follows:

      PART 1. AGREEMENT TO BE BOUND. The Delaware Trustee, the Administrator and
the Trust  Beneficial  Owner each hereby agrees to be bound by all of the terms,
provisions  and  agreements  set  forth  herein,  with  respect  to all  matters
contemplated  herein,  including,  without  limitation,  those  relating  to the
issuance of the Notes.

      PART 2. INCORPORATION BY REFERENCE.  All terms,  provisions and agreements
of the Standard Trust Agreement Terms (except to the extent  expressly  modified
herein)  are hereby  incorporated  herein by  reference  with the same force and
effect as though fully set forth herein.  To the extent that the terms set forth
herein are  inconsistent  with the terms of the Standard Trust Agreement  Terms,
the terms set forth herein shall apply.


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       1
<PAGE>


      PART 3. NAME. The Trust created and governed by this Trust Agreement shall
be  designated  as  indicated in this  Omnibus  Instrument,  as such name may be
modified from time to time by the Delaware Trustee  following  written notice to
the Trust Beneficial Owner.

      PART 4. INITIAL CAPITAL  CONTRIBUTION AND OWNERSHIP.  The Trust Beneficial
Owner has paid to, or to an account at the direction  of, the Delaware  Trustee,
on the date hereof, the sum of $15 (or, if the Trust issues Notes at a discount,
the  product  of $15 and the  issue  price  (expressed  as a  percentage  of the
original   principal  amount  of  the  Notes)).   The  Delaware  Trustee  hereby
acknowledges  receipt in trust from the Trust  Beneficial  Owner, as of the date
hereof,  of the  foregoing  contribution,  which  shall be used  along  with the
proceeds from the sale of the Notes to purchase the Funding Agreement.  Upon the
creation of the Trust and the registration of the Trust  Beneficial  Interest in
the  Securities  Register by the  Registrar  (as defined in the  Standard  Trust
Agreement Terms) in the name of the Trust Beneficial Owner, the Trust Beneficial
Owner shall be the sole beneficial owner of the Trust.

      PART 5.  ACKNOWLEDGMENT.  The  Delaware  Trustee,  on behalf of the Trust,
expressly  acknowledges  its duties and obligations set forth in Section 2.07 of
the Standard Trust Agreement Terms incorporated herein.

      PART 6. ADDITIONAL TERMS.   None.

      PART 7. OMNIBUS  INSTRUMENT;  EXECUTION AND  INCORPORATION  OF TERMS.  The
parties  to this  Trust  Agreement  will  enter  into this  Trust  Agreement  by
executing  the Omnibus  Instrument.  By executing  the Omnibus  Instrument,  the
Delaware Trustee,  the Trust Beneficial Owner and the Administrator hereby agree
that this Trust Agreement will constitute a legal,  valid and binding  agreement
between the Delaware  Trustee,  the Trust Beneficial Owner and the Administrator
as of the date  specified in the Omnibus  Instrument.  All terms relating to the
Trust or the Notes not  otherwise  included in this Trust  Agreement  will be as
specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

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                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       2
<PAGE>


                                    SECTION B

                                    INDENTURE

      THIS  INDENTURE,  dated as of the  Issuance  Date,  is entered into by and
among  JPMorgan  Chase Bank,  N.A., as indenture  trustee,  registrar,  transfer
agent,  paying  agent  and  calculation  agent  (collectively,   the  "Indenture
Trustee") and the Trust (as defined in this Omnibus Instrument).

                              W I T N E S S E T H:
                               -------------------

      WHEREAS,  the Trust has duly authorized the execution and delivery of this
Indenture  to provide for the  issuance of the Notes (as defined in this Omnibus
Instrument);

      WHEREAS,  all things  necessary to make this Indenture a valid and legally
binding  agreement  of the  Trust  and the  other  parties  to  this  Indenture,
enforceable in accordance with its terms, have been done, and the Trust proposes
to do all things  necessary to make the Notes,  when executed and  authenticated
and delivered  pursuant  hereto,  valid and legally  binding  obligations of the
Trust as hereinafter provided; and

      WHEREAS,  the parties  hereto  desire to  incorporate  by reference  those
certain  Standard  Indenture  Terms,  filed as Exhibit  4.1 to the  Registration
Statement dated March 18, 2005 filed with the Securities  Exchange Commission by
Hartford Life (the "Standard  Indenture  Terms") and all  capitalized  terms not
otherwise defined in this Omnibus Instrument shall have the meaning set forth in
the Standard  Indenture Terms (the Standard  Indenture Terms and this Indenture,
collectively, the "Indenture").

      NOW,  THEREFORE,  in  consideration  of the agreements and obligations set
forth herein and for other good and valuable  consideration,  the sufficiency of
which is hereby acknowledged, each party hereby agrees as follows:

      PART 1.  AGREEMENT TO BE BOUND.  The Trust and the Indenture  Trustee each
hereby agrees to be bound by all of the terms,  provisions  and  agreements  set
forth  herein,  with  respect to all  matters  contemplated  herein,  including,
without limitation, those relating to the issuance of the Notes.

      PART 2. INCORPORATION BY REFERENCE.  All terms,  provisions and agreements
of the Standard Indenture Terms (except to the extent expressly modified herein)
are hereby  incorporated  herein by reference  with the same force and effect as
though fully set forth herein. To the extent that the terms set forth herein are
inconsistent with the terms of the Standard Indenture Terms, the terms set forth
herein shall apply.

      PART 3.  DESIGNATION  OF THE  NOTES.  The Notes  issued  pursuant  to this
Indenture shall be designated as specified in this Omnibus Instrument.

      PART 4. ADDITIONAL TERMS.  None.

      PART 5. OMNIBUS  INSTRUMENT;  EXECUTION AND  INCORPORATION  OF TERMS.  The
parties to this  Indenture  will  enter into this  Indenture  by  executing  the
Omnibus  Instrument.  By  executing  the Omnibus  Instrument,  the Trust and the
Indenture  Trustee  hereby agree that this  Indenture  will  constitute a legal,
valid and binding  agreement  between the Trust and the Indenture  Trustee as of
the date specified in the Omnibus Instrument. All terms relating to the Trust or
the Notes not otherwise  included in this  Indenture will be as specified in the
Omnibus Instrument or Pricing Supplement as indicated herein.


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       3
<PAGE>


                                    SECTION C

                             DISTRIBUTION AGREEMENT

      THIS  DISTRIBUTION  AGREEMENT,  dated as of the Formation Date, is entered
into by and among each Agent  specified in the Pricing  Supplement  as Agent(s),
(each an "Agent"),  Hartford Life  Insurance  Company,  a Connecticut  insurance
company ("Hartford Life") and the Trust (as defined in this Omnibus Instrument).

                              W I T N E S S E T H:
                               -------------------

      WHEREAS,  the  Trust  has  entered  into  the  Indenture,  dated as of the
Issuance  Date by and  between  the Trust and  JPMorgan  Chase  Bank,  N.A.,  as
indenture  trustee (the "Indenture  Trustee") to provide for the issuance by the
Trust of the Notes (as defined in this Omnibus Instrument);

      WHEREAS, all things necessary to make this Distribution  Agreement a valid
and  legally  binding  agreement  of the  Trust and the  other  parties  to this
Distribution  Agreement,  enforceable  in accordance  with its terms,  have been
done, and the Trust proposes to do all things necessary to make the Notes,  when
executed by the Trust and  authenticated  and delivered  pursuant hereto and the
Indenture,  valid and legally  binding  obligations  of the Trust as hereinafter
provided; and

      WHEREAS,  the parties  hereto  desire to  incorporate  by reference  those
certain Standard  Distribution  Agreement  Terms,  attached as Exhibit C to this
Omnibus  Instrument  (the  "Standard  Distribution  Agreement  Terms")  and  all
capitalized  terms not otherwise  defined in this Omnibus  Instrument shall have
the meaning set forth in the Standard Distribution Agreement Terms (the Standard
Distribution Agreement Terms and this Distribution Agreement,  collectively, the
"Distribution Agreement").

      NOW,  THEREFORE,  in  consideration  of the agreements and obligations set
forth herein and for other good and valuable  consideration,  the sufficiency of
which is hereby acknowledged, each party hereby agrees as follows:

      PART 1. AGREEMENT TO BE BOUND.  The Agent(s),  Hartford Life and the Trust
each hereby agrees to be bound by all of the terms,  provisions  and  agreements
set forth herein, with respect to all matters  contemplated  herein,  including,
without limitation, those relating to the issuance of the Notes.

      PART 2. INCORPORATION BY REFERENCE.  All terms,  provisions and agreements
of the Standard  Distribution  Agreement  Terms (except to the extent  expressly
modified herein) are hereby incorporated herein by reference with the same force
and effect as though  fully set forth  herein.  To the extent that the terms set
forth  herein  are  inconsistent  with the  terms of the  Standard  Distribution
Agreement Terms, the terms set forth herein shall apply.

      PART 3. PURCHASE OF NOTES. The Agent(s) agree to purchase the Notes having
the terms set forth in the Pricing Supplement for the Notes.


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       4
<PAGE>


      PART 4.  DELIVERY OF  OPINIONS.  Pursuant to  Sections  5.1,  5.2 and 5.5,
Hartford  Life,  the  Trust  and the  Agent(s)  have  mutually  agreed  that the
opinions,  negative  assurances  and/or  comfort  letter,  if any,  set forth in
Exhibit  B to this  Omnibus  Instrument  are  required  to be  delivered  on the
Issuance Date.

      PART 5. TIME OF SALE.  With  respect to the  Notes,  the "Time of Sale" is
2:30 p.m. (New York City time) on the Formation Date.

      PART 6.  ADDITIONAL TERMS.   Notices to the Agent shall be sent to:

            Lehman Brothers Inc.
            745 Seventh Avenue
            New York, New York 10019
            Attn: Debt Capital Markets, Financial Institutions Group

            With a copy to:

            Lehman Brothers Inc.
            745 Seventh Avenue
     `      New York, New York 10019
            Attn: General Counsel


      PART 7. OMNIBUS  INSTRUMENT;  EXECUTION AND  INCORPORATION  OF TERMS.  The
parties  to this  Distribution  Agreement  will  enter  into  this  Distribution
Agreement  by  executing  the  Omnibus  Instrument.  By  executing  the  Omnibus
Instrument  the  Agents,  Hartford  Life and the Trust  hereby  agree  that this
Distribution  Agreement  will  constitute a legal,  valid and binding  agreement
between the Agents,  Hartford Life and the Trust as of the date specified in the
Omnibus  Instrument.  All terms relating to the Trust or the Notes not otherwise
included in this  Distribution  Agreement  will be as  specified  in the Omnibus
Instrument or Pricing Supplement as indicated herein.

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                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       5
<PAGE>


                                    SECTION D

                             COORDINATION AGREEMENT

      THIS  COORDINATION  AGREEMENT,  dated as of the Formation Date, is entered
into by and among  Hartford  Life,  the Trust and the Indenture  Trustee and the
Administrator.

                              W I T N E S S E T H:
                               -------------------

      WHEREAS,  the Trust will enter into the Funding  Agreement  with  Hartford
Life dated as of the Issuance Date;

      WHEREAS, the Agent(s) have agreed to sell the Notes in accordance with the
Registration Statement; and

      WHEREAS,  the Trust  intends  to issue the  Notes in  accordance  with the
Indenture  and to transfer  the Funding  Agreement to the  Indenture  Trustee in
accordance with the Indenture to secure payment of the Notes.

      NOW,  THEREFORE,  in  consideration  of the agreements and obligations set
forth herein and for other good and valuable  consideration,  the sufficiency of
which is hereby acknowledged, each party hereby agrees as follows:

      PART 1. AGREEMENT TO BE BOUND.  Hartford Life, the Trust and the Indenture
Trustee  each  hereby  agrees to be bound by all of the  terms,  provisions  and
agreements set forth herein,  with respect to all matters  contemplated  herein,
including, without limitation, those relating to the issuance of the Notes.

      PART 2. DELIVERY OF THE FUNDING AGREEMENT. The Trust hereby authorizes the
Indenture  Trustee to receive the Funding  Agreement from Hartford Life pursuant
to the  Assignment of the Funding  Agreement (the  "Assignment"),  to be entered
into on the Issuance  Date, and included in the closing  instrument  dated as of
the Issuance Date (the "Closing Instrument").

      PART 3.  ISSUANCE  AND  PURCHASE  OF THE NOTES.  Delivery  of the  Funding
Agreement to the  Indenture  Trustee  pursuant to the  Assignment of the Funding
Agreement  shall  be  confirmation  of  payment  by the  Trust  for the  Funding
Agreement.  The Trust hereby directs the Indenture Trustee,  upon receipt of the
Funding Agreement  pursuant to the Assignment,  (a) to authenticate the Notes in
accordance  with the  Indenture and (b) to (i) deliver each relevant Note to the
clearing  system or systems  identified  in each such Note, or to the nominee or
custodian of such clearing  system,  for credit to such accounts as the Agent(s)
may direct,  or (ii) deliver each  relevant  Note to the  purchasers  thereof as
identified by the Agent(s).

      PART 4. DIRECTIONS REGARDING PERIODIC PAYMENTS. As registered owner of the
Funding  Agreement as collateral  securing  payments on the Notes, the Indenture
Trustee will receive  payments on the Funding  Agreement on behalf of the Trust.
The  Trust  hereby  directs  the  Indenture  Trustee  to use such  funds to make
payments  on  behalf  of the  Trust  pursuant  to the  Trust  Agreement  and the
Indenture.

      PART 5.  MATURITY  OF THE  FUNDING  AGREEMENT.  Upon the  maturity  of the
Funding Agreement and the return of funds  thereunder,  the Trust hereby directs
the Indenture  Trustee to set aside from such funds an amount sufficient for the
repayment of the outstanding principal on the Notes when due.

      PART  6.   ACKNOWLEDGEMENT   OF  PRIOR   AGREEMENTS.   The  Trust   hereby
acknowledges,  agrees  to and  become  a party  to  each  of the  Administrative
Services  Agreement,  the  License  Agreement,  and the  Expense  and  Indemnity
Agreement related to the Delaware Trustee. The Administrator hereby acknowledges
the formation of the Trust and affirms its  obligations  to provide  services to
the Trust as set forth in the Administrative Services Agreement.


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       6
<PAGE>


      PART 7.  CERTIFICATES.  Hartford  Life and the Trust each hereby  agree to
deliver, on a quarterly basis, such certificate(s) as are required by any rating
agency then rating the Program.

      PART 8. NO ADDITIONAL  LIABILITY.  Nothing in this agreement  shall impose
any liability or  obligation on the part of any party to this  agreement to make
any payment or  disbursement  in addition to any  liability or  obligation  such
party has under the Issuance  Documents or any other  agreements  related to the
Program,  except to the extent that a party has actually received funds which it
is obligated to disburse pursuant to this agreement.

      PART 9. NO  CONFLICT.  This  Coordination  Agreement  is intended to be in
furtherance of the agreements reflected in the documents related to the Issuance
Documents,  and  not  in  conflict.  To the  extent  that a  provision  of  this
Coordination  Agreement  conflicts  with the  provisions of one or more Issuance
Documents, the provisions of such documents shall govern.

      PART 10.  GOVERNING LAW. This agreement shall be governed by and construed
in  accordance  with the laws of the  State of New York  without  regard  to the
principles of conflicts of laws thereof.

      PART  11.  SEVERABILITY.  If any  provision  in this  agreement  shall  be
invalid,  illegal or  unenforceable,  such provisions  shall be deemed severable
from the remaining  provisions of this  agreement and shall in no way affect the
validity or enforceability of such other provisions of this agreement.

      PART 12. OMNIBUS  INSTRUMENT;  EXECUTION AND  INCORPORATION  OF TERMS. The
parties  to this  Coordination  Agreement  will  enter  into  this  Coordination
Agreement  by  executing  the  Omnibus  Instrument.  By  executing  the  Omnibus
Instrument,  each party  hereto  agrees that this  Coordination  Agreement  will
constitute a legal,  valid and binding agreement by and among Hartford Life, the
Trust and the Indenture  Trustee as of the Issuance  Date. All terms relating to
the Trust or the Notes not  otherwise  included in this  Coordination  Agreement
will  be as  specified  in the  Omnibus  Instrument  or  Pricing  Supplement  as
indicated in the Omnibus Instrument.

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                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       7
<PAGE>


                                    SECTION E

                        MISCELLANEOUS AND EXECUTION PAGES

      Notwithstanding  any  other  provisions  of this  Omnibus  Instrument,  no
amendment to this Omnibus  Instrument may be made if such amendment  would cause
the Trust not to be  disregarded  or treated as a grantor  trust  (assuming  the
Trust were not disregarded) for U.S. federal income tax purposes.

      This Omnibus  Instrument  may be executed by each of the parties hereto in
any  number of  counterparts,  and by each of the  parties  hereto  on  separate
counterparts,  each of which counterparts, when so executed and delivered, shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.  Facsimile  signatures shall be deemed original
signatures.

      Each  signatory,  by its execution  hereof,  does hereby become a party to
each of the  agreements  identified  for such party as of the date  specified in
such agreements.


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                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       8
<PAGE>


      IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument.



                                   HARTFORD LIFE INSURANCE COMPANY (in executing
                                   below  agrees and  becomes a party to (i) the
                                   Distribution Agreement set forth in Section C
                                   herein,  and (ii) the Coordination  Agreement
                                   set forth in Section D herein).



                                   By:  /s/ Ken McCullum
                                        ----------------------------------------
                                        Name:  Ken McCullum
                                        Title: VP, IIP


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       9
<PAGE>


IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument.



                                   HARTFORD LIFE GLOBAL  FUNDING TRUST  2006-033
                                   in executing below agrees and becomes a party
                                   to (i) the  Indenture  set forth in Section B
                                   herein,  (ii) the Distribution  Agreement set
                                   forth in  Section  C  herein  and  (iii)  the
                                   Coordination Agreement set forth in Section D
                                   herein).

                                   By:  Wilmington  Trust  Company,  not  in its
                                   individual  capacity  but solely as  Delaware
                                   Trustee



                                   By:  /s/ Jeanne M. Oller
                                        ----------------------------------------
                                        Name:  JEANNE M. OLLER
                                        Title: SENIOR FINANCIAL SERVICES OFFICER





                                   WILMINGTON TRUST COMPANY,  in executing below
                                   agrees  and  becomes  a  party  to the  Trust
                                   Agreement set forth in Section A herein,  not
                                   in its  individual  capacity  but  solely  as
                                   Delaware Trustee.



                                   By:  /s/ Jeanne M. Oller
                                        ----------------------------------------
                                        Name:  JEANNE M. OLLER
                                        Title: SENIOR FINANCIAL SERVICES OFFICER


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       10
<PAGE>


IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument.



                                   AMACAR  PACIFIC  CORP.  in  executing   below
                                   agrees  and  becomes a party to (i) the Trust
                                   Agreement  set  forth in  Section A herein in
                                   its  capacity as Trust  Beneficial  Owner and
                                   Administrator   and  (ii)  the   Coordination
                                   Agreement  set  forth in  Section D herein in
                                   its capacity as Administrator.



                                   By:  /s/ Evelyn Echevarria
                                        ----------------------------------------
                                        Name:  Evelyn Echevarria
                                        Title: Vice President



                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       11
<PAGE>


IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument.



                                   JPMORGAN CHASE BANK,  N.A. in executing below
                                   agrees  and   becomes  a  party  to  (i)  the
                                   Indenture  set  forth in  Section B herein in
                                   its capacity as Indenture Trustee, Registrar,
                                   Transfer Agent,  Paying Agent and Calculation
                                   Agent, and (ii) the  Coordination  Agreement,
                                   set forth in Section D herein in its capacity
                                   as Indenture Trustee.



                                   By:  /s/ Albert P. Mari, Jr.
                                        ----------------------------------------
                                        Name:  Albert P. Mari, Jr.
                                        Title: Vice President



                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       12
<PAGE>


IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument.



                                   LEHMAN  BROTHERS  INC.,  in  executing  below
                                   agrees   and   becomes   a   party   to   the
                                   Distribution Agreement set forth in Section C
                                   herein.



                                   By:  /s/ Martin Goldberg
                                        ----------------------------------------
                                        Name:  Martin Goldberg
                                        Title: Senior Vice President


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       13
<PAGE>


                                    EXHIBIT A

                               PRICING SUPPLEMENT

                                                Filed pursuant to Rule 424(b)(5)
                                                             File No. 333-123441

Pricing Supplement No. 128 dated March 22, 2006.
(To Prospectus dated April 15, 2005 and Prospectus
Supplement dated May 5, 2005)
This Pricing Supplement consists of 3 pages.

                         HARTFORD LIFE INSURANCE COMPANY
                                    DEPOSITOR

                            SECURED MEDIUM-TERM NOTES
                                 ISSUED THROUGH

                   HARTFORD LIFE GLOBAL FUNDING TRUST 2006-033

                     FLOATING RATE NOTES DUE MARCH 15, 2011


The  description  in this  pricing  supplement  of the  particular  terms of the
Secured  Medium-Term  Notes  offered  hereby and the Funding  Agreement  sold by
Hartford Life Insurance  Company to the Trust specified  herein  supplements the
description  of the general  terms and  provisions  of the notes and the funding
agreements set forth in the accompanying  prospectus and prospectus  supplement,
to which reference is hereby made.

<TABLE>
                                         PROVISIONS RELATING TO THE NOTES

<S>                              <C>                       <C>
Principal Amount:                $100,000,000              Type of Interest Rate: [ ] Fixed [X] Floating

Price to Public:                 100 %                     If Fixed Rate Notes:  Interest Rate:

Net Proceeds to Trust:           $99,950,000               If Floating Rate Notes: Initial Interest Rate: THE INITIAL
                                                           INTEREST RATE FOR THE NOTES OFFERED BY THIS PRICING
CUSIP Number:                    41659EEW3                 SUPPLEMENT WILL BE THREE MONTH LIBOR PLUS 10 BASIS
                                                           POINTS DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF
Agent's Discount:                0.05%                     THIS PRICING SUPPLEMENT AND THE PROSPECTUS SUPPLEMENT
                                                           ON THE SECOND LONDON BANKING DAY IMMEDIATELY
                                                           PRECEDING THE ISSUANCE DATE.
                                                           Base Rate: [ ] CD Rate    [ ] Commercial Paper Rate
                                                                      [ ] CMT Rate   [ ] Federal Funds Rate
                                                                      [X] LIBOR      [ ] Treasury Rate
                                                                      [ ] Prime Rate [ ] Other (See Attached)

                                                           If LIBOR: [ ] LIBOR Reuters Page
Issuance Date:                   MARCH 29, 2006                      [X] LIBOR Telerate Page 3750
                                                                     Designated LIBOR Currency
Stated Maturity Date:            MARCH 15, 2011            If CMT Rate, Telerate Page: [ ] 7051  [ ] 7052
                                                               If 7052: [ ] Weekly Average  [ ] Monthly Average
Initial Interest Payment Date:  JUNE 15, 2006              Designated CMT Maturity Index:
</TABLE>


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       14
<PAGE>


<TABLE>
<S>                        <C>                               <C>
                                                             Interest Reset Dates:     QUARTERLY
Interest Payment Frequency: QUARTERLY                        Initial Interest Reset Date:  JUNE 15, 2006
                                                             Index Maturity:  THREE MONTHS
Specified Currency:         U.S. DOLLARS
                                                             Interest Rate Determination Dates:  AS SPECIFIED IN THE
                                                             PROSPECTUS SUPPLEMENT FOR THE INDICATED BASE RATE.
Regular Record Dates:       15 DAYS PRIOR TO AN INTEREST     Spread:   + 10 BASIS POINTS   Spread Multiplier:  N/A
                            PAYMENT DATE:
                                                             Maximum Interest Rate:  NONE
Day Count Convention:       ACTUAL/360                       Minimum Interest Rate:  NONE
                                                             Floating Rate/Fixed Rate Note:  [ ] Yes  [X] No. If yes:
                                                                Fixed Rate:  N/A
Computation of Interest:  AS SPECIFIED IN THE PROSPECTUS        Fixed Rate Commencement Date: N/A
          SUPPLEMENT FOR THE INDICATED BASE RATE             Inverse Floating Rate Note [   ] Yes [X] No.  If yes,
                                                                Fixed Interest Rate:  N/A
Authorized Denominations: $1,000 INCREMENTS.                 Sinking Fund:  NONE.

Optional Redemption:  Yes [ ]   No [X]                       Calculation Agent:  JPMORGAN CHASE BANK, N.A.
  Optional Redemption Date: N/A
  Initial Redemption Percentage: N/A                         Exchange Rate Agent:  N/A
  Annual Percentage Reduction:   N/A
  Redemption may be:      [ ] In whole only.                 Securities Exchange Listing: NONE.
                          [ ] In whole or in part.
                                                             Additional Amounts to be Paid: [ ] Yes [X] No
Optional Repayment:  [ ] Yes [X] No
     Optional Repayment Dates:  N/A                          Discount Note: [ ] Yes  [X] No   If Yes:
                                                             Total Amount of Discount:  N/A
                                                              Yield to Maturity:  N/A
Amortizing Note: [ ] Yes (See attached) [X] No
                                                             Other Provisions Relating to the Notes: NONE.
Agents: LEHMAN BROTHERS

Special Tax Considerations: NONE.

                           INFORMATION RELATING TO THE FUNDING AGREEMENT

Funding Agreement Provider: HARTFORD LIFE INSURANCE          Type of Interest Rate: [ ] Fixed [X] Floating
                            COMPANY
                                                             If Fixed Rate Funding Agreement:    Interest Rate:

Funding Agreement:          FA-406033                        If Floating Rate Funding Agreement Initial Interest Rate: THE
                                                             INITIAL INTEREST RATE FOR THE NOTES OFFERED BY THIS PRICING
Contract Payment:           $100,000,015                     SUPPLEMENT WILL BE THREE MONTH LIBOR PLUS 10 BASIS
                                                             POINTS, DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF
Deposit Amount :            $99,950,015                      THIS PRICING SUPPLEMENT AND THE PROSPECTUS SUPPLEMENT
(if different from Contract Payment)                         ON THE SECOND LONDON BANKING DAY IMMEDIATELY
                                                             PRECEDING THE ISSUANCE DATE.

                                                             Base Rate: [ ] CD Rate    [ ] Commercial Paper Rate
                                                                        [ ] CMT Rate   [ ] Federal Funds Rate
                                                                        [X] LIBOR      [ ] Treasury Rate
                                                                        [ ] Prime Rate [ ] Other (See Attached)

                                                                If LIBOR:  [ ] LIBOR Reuters Page
Effective Date:             MARCH 29, 2006                                 [X] LIBOR Telerate Page 3750
                                                             Designated LIBOR Currency: U.S. DOLLARS
</TABLE>


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       15
<PAGE>

<TABLE>
<S>                            <C>                           <C>
Stated Maturity Date:          MARCH 15, 2011                  If CMT Rate, Telerate Page:  [ ] 7051  [ ] 7052
                                                               If 7052:  [ ] Weekly Average  [ ] Monthly Average
Initial Interest Payment Date: JUNE 15, 2006                 Designated CMT Maturity Index:
                                                             Interest Reset Frequency:     QUARTERLY
Interest Payment Frequency:    QUARTERLY                     Initial Interest Reset Date:  JUNE 15, 2006
                                                             Index Maturity:  THREE MONTHS
Specified Currency:            U.S. DOLLARS                  Interest Rate Determination Date:  AS SPECIFIED IN THE
                                                                 PROSPECTUS SUPPLEMENT FOR THE INDICATED BASE RATE.

Day Count Convention:          ACTUAL/360                    Spread:   + 10  BASIS POINTS    Spread Multiplier: N/A
                                                             Maximum Interest Rate:    NONE
                                                             Minimum Interest Rate:    NONE
                                                             Floating Rate/Fixed Rate Funding Agreement:  [ ] Yes  [X] No
Computation of Interest: AS SPECIFIED IN THE PROSPECTUS        If yes:      Fixed Rate:  N/A
           SUPPLEMENT FOR THE INDICATED BASE RATE.                          Fixed Rate Commencement Date:   N/A

                                                             Inverse Floating Rate Funding Agreement: [ ] Yes [X] No
Optional Redemption:  Yes [ ] No [X]                           If yes:      Fixed Interest Rate:  N/A
Optional Redemption Date: NONE
     Initial Redemption Percentage: N/A                      Amortizing Funding Agreement: [ ] Yes (See attached)
     Annual Percentage Reduction:   N/A                                                    [X] No
     Redemption may be:  [ ]  In whole only.
                         [ ]  In whole or in part.           Discount Funding Agreement: [ ] Yes [X] No. If yes:
                                                                      Total Amount of Discount:  N/A
Optional Repayment: [ ] Yes [X] No                                    Yield to Maturity:  N/A
  Optional Repayment Dates:  N/A
                                                             Additional Amounts to be Paid: [ ] Yes [X] No
Other Provisions Relating to the Funding Agreement:  NONE.
                                                             Special Tax Considerations:  NONE.

Note: The Opinion regarding the enforceability of the Funding Agreement and the related Consent of Counsel for Hartford Life
Insurance Company is given by John F. Kennedy, Associate Counsel.
</TABLE>

                    INFORMATION PERTAINING TO THE RATINGS OF
                       THE NOTES AND THE FUNDING AGREEMENT


It is anticipated that, as of March 29, 2006, the Notes will be rated by the
indicated rating agencies as follows:

                  Standard & Poor's:  AA-            Moody's: Aa3
                  A.M. Best: aa-                     Fitch: AA

The Moody's rating also extends to the Program under which the Notes are issued.

It is anticipated that, as of March 29, 2006, the Funding Agreement will be
rated by the indicated rating agencies as follows:

                  Standard & Poor's:  AA-            Moody's: Aa3
                  A.M. Best: aa-                     Fitch: AA


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       16
<PAGE>


                                  EXHIBIT B

                        RATINGS; REQUIRED DELIVERIES

RATINGS:

In connection with Section 1.1.3 of the Distribution Agreement, the Program
under which the Notes are issued, as well as the Notes, are anticipated to be
rated Aa3 by Moody's and the Notes are rated AA- by S&P. In connection with
Section 1.3.10 of the Distribution Agreement, the Company's financial strength
rating is Aa3 by Moody's, AA- by S&P, aa- by A.M. Best, and AA by Fitch.

REQUIRED DELIVERIES:

Pursuant to Section 4.1, 4.2 and/or 4.5 of the Distribution Agreement the
following opinions, negative assurances and/or comfort letter are required to be
delivered on the Issuance Date (as defined in the Omnibus Instrument):

None.


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       17
<PAGE>


                                  EXHIBIT C


                    STANDARD DISTRIBUTION AGREEMENT TERMS


                               WITH RESPECT TO


                         HARTFORD LIFE GLOBAL FUNDING


                 SECURED MEDIUM-TERM NOTES AND INCOMENOTES(SM)

                          DATED AS OF MARCH 22, 2006



                      STANDARD DISTRIBUTION AGREEMENT TERMS


        This document constitutes Standard Distribution Agreement Terms which
are incorporated by reference in the Distribution Agreement included in the
omnibus instrument through which certain of the documents related to the
issuance of the Notes are executed (the "OMNIBUS INSTRUMENT"), dated as of the
date set forth therein (the "DISTRIBUTION AGREEMENT"), by and among the Trust,
Hartford Life Insurance Company (the "COMPANY"), and each Agent specified in the
Distribution Agreement.

        These Standard Distribution Agreement Terms shall be of no force and
effect unless and until incorporated by reference into, and then only to the
extent not modified by, the Distribution Agreement.

        The following terms and provisions shall govern the terms of the
distribution of the Notes issued by the Trust, subject to such other terms and
provisions expressly adopted in the Distribution Agreement.

        Capitalized terms not otherwise defined in these Standard Distribution
Agreement Terms shall have their respective meanings ascribed to them in the
Distribution Agreement.

        In connection with the Hartford Life Global Funding Program (the
"PROGRAM") arranged by Bear Stearns & Co. Inc., as arranger, the Company has
authorized the issuance and sale of a funding agreement to the Trust in order to
secure the Notes issued to the Agent(s) pursuant to the terms of the
Distribution Agreement.

        The Notes are to be issued pursuant to the Indenture. The Trust shall
issue only the Notes. The Trust will use the net proceeds from the sale of the
Notes to purchase a funding agreement (the "FUNDING AGREEMENT") from the
Company. The Notes will be secured by the Funding Agreement which will be
assigned by the Trust to the Indenture


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       18
<PAGE>


Trustee on behalf of the holders of the Notes pursuant to the Indenture. In
connection with the sale of the Notes, the Trust will prepare a Pricing
Supplement (the "PRICING SUPPLEMENT") including or incorporating by reference a
description of the terms of the Notes, the terms of the offering and a
description of the Trust.

        Subject to the terms and conditions contained in the Distribution
Agreement, the Company and the Trust hereby (1) appoint only Bear, Stearns & Co.
Inc. as purchasing agent (the "PURCHASING AGENT"); and (2) appoint the
Purchasing Agent and/or such other parties specified in the Pricing Supplement
(the Purchasing Agent and each such party, an "AGENT") for the purpose of
purchasing and selling the Notes. For purposes of the Distribution Agreement,
all references to any Agent shall be deemed to include the Purchasing Agent.

        The Distribution Agreement specifies terms and conditions on which the
Notes may be sold by the Trust to the Agent(s) as principal for resale to
investors.

        The Company has made the requisite filings with the Securities and
Exchange Commission (the "COMMISSION") pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 ACT"), and the rules and regulations of the
Commission under the 1934 Act (the "1934 ACT REGULATIONS"). The Company has
filed with the Commission a (a) registration statement on Form S-3 relating to
the registration of the Notes of the Trust and the Funding Agreement under the
Securities Act of 1933, as amended (the "1933 ACT"), (b) the related prospectus
dated April 15, 2005 covering all notes to be offered under the Program (the
"BASE PROSPECTUS"), (c) the prospectus supplement to the Base Prospectus dated
May 5, 2005 covering the notes offered under the Institutional Program (the
"INSTITUTIONAL PROSPECTUS SUPPLEMENT" and, together with the Base Prospectus,
the "INSTITUTIONAL PROSPECTUS") and (d) the prospectus supplement to the Base
Prospectus dated May 5, 2005 covering the Notes offered under the
INCOMENOTES(sm) Program (the "INCOMENOTES(sm) PROSPECTUS SUPPLEMENT" and,
together with the Base Prospectus, the "INCOMENOTES(sm) PROSPECTUS"). Such
registration statement has been declared effective by the Commission and the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended (the "1939 ACT") and the rules and regulations of the Commission under
the 1939 Act (the "1939 ACT REGULATIONS"), and the Company has filed such
post-effective amendments thereto as may be required prior to the Trust's
acceptance of any offer for the purchase of Notes and each such post-effective
amendment has been declared effective by the Commission. Such registration
statement (as so amended, if applicable) is referred to herein as the
"REGISTRATION STATEMENT"; and the final prospectus and all applicable amendments
or supplements thereto (including the applicable final prospectus supplement and
Pricing Supplement relating to the offering of the Notes), in the form first
furnished to the Agent(s) for use in confirming sales of the Notes, are
collectively referred to herein as the "PROSPECTUS"; PROVIDED, HOWEVER, that all
references to the "Registration Statement", and the "Prospectus" shall also be
deemed to include all documents incorporated therein by reference pursuant to
the 1934 Act; PROVIDED, FURTHER, that if the Company files a post-effective
amendment to the Registration Statement with the Commission pursuant to Rule
462(b) of the rules and regulations of the Commission under the 1933 Act (the
"1933 Act Regulations") (the "RULE 462(b) REGISTRATION


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       19
<PAGE>


STATEMENT") or files a registration statement containing a combined prospectus
pursuant to Rule 429 of the 1933 Act Regulations (the "RULE 429 REGISTRATION
STATEMENT"), then, after such filing, all references to the "Registration
Statement" shall also be deemed to include the Rule 462(b) Registration
Statement or the Rule 429 Registration Statement, as applicable. A "PRELIMINARY
PROSPECTUS" shall be deemed to refer to any prospectus and any prospectus
supplement used before the Registration Statement became effective and any
prospectus and any prospectus supplement furnished by the Company or the Trust
after the Registration Statement became effective and before the Time of Sale
(as defined below) with respect to the Notes which, pursuant to Rule 430B,
omitted information to be included upon pricing in a form of prospectus and
prospectus supplement filed with the Commission pursuant to Rule 424(b) of the
1933 Act Regulations.

        The term "FREE WRITING PROSPECTUS" has the meaning set forth in Rule 405
of the 1933 Act Regulations. The term "TIME OF SALE PROSPECTUS" means (1) with
respect to the offer and sale of any series of notes under the Institutional
Program, the Institutional Prospectus and (2) with respect to the offer and sale
of any series of notes under the IncomeNotes(sm) Program, the IncomeNotes(sm)
Prospectus, in each case, as amended or supplemented from time to time prior to
the Time of Sale and together with any preliminary prospectus or preliminary
pricing supplement relating to the offer and sale of such series of Notes prior
to the Time of Sale, any Pricing Supplement relating to the offer and sale of
such Series of Notes filed or used prior to the Time of Sale, any Final Term
Sheet (as defined in Section 4.1 hereof) relating to the offer and sale of such
Notes and each Free Writing Prospectus in the form, furnished to the Agent(s) by
the Company or approved by the Company for use prior to the Time of Sale. "TIME
OF SALE" means the time or date set forth in the applicable Distribution
Agreement. For purposes of the Distribution Agreement, all references to the
Registration Statement, Prospectus, Time of Sale Prospectus, Free Writing
Prospectus, Pricing Supplement or preliminary prospectus or to any amendment or
supplement thereto shall be deemed to include any copy filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval system
("EDGAR").

        All references in the Distribution Agreement to financial statements and
schedules and other information which is "disclosed", "contained", "included" or
"stated" (or other references of like import) in the Registration Statement,
Prospectus, Time of Sale Prospectus, Free Writing Prospectus, Pricing Supplement
or preliminary prospectus shall be deemed to include all such financial
statements and schedules and other information which is incorporated by
reference in the Registration Statement, Prospectus, Time of Sale Prospectus,
Free Writing Prospectus, Pricing Supplement or preliminary prospectus, as the
case may be; and all references in the Distribution Agreement to amendments or
supplements to the Registration Statement, Prospectus, Time of Sale Prospectus,
Free Writing Prospectus, Pricing Supplement or preliminary prospectus shall be
deemed to include the filing of any document under the 1934 Act which is
incorporated by reference in the Registration Statement, Prospectus, Time of
Sale Prospectus, Free Writing Prospectus, Pricing Supplement or preliminary
prospectus, as the case may be.


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       20
<PAGE>


                                   SECTION 1.

           REPRESENTATIONS AND WARRANTIES OF THE TRUST AND THE COMPANY

        1.1     REPRESENTATIONS AND WARRANTIES OF THE TRUST AND THE COMPANY.
Each of the Trust and the Company jointly and severally represents and warrants
(i) to each Agent (a) as of the date hereof, (b) as of the date that the
Registration Statement became effective (the "INITIAL EFFECTIVE DATE") and (c)
as of any time that the Registration Statement or the Prospectus shall be
amended or supplemented (with respect to the Registration Statement, a
"SUBSEQUENT EFFECTIVE DATE") and (ii) to each applicable Agent, (a) as of the
Time of Sale, (b) as of the date the Notes are delivered in exchange for payment
(the "SETTLEMENT DATE") and (c) as of the new effective date as determined
pursuant to Rule 430B(f)(2) of the 1933 Act Regulations with respect to the
Notes (the "NOTE EFFECTIVE DATE" and together with the Initial Effective Date
and any Subsequent Effective Date, the "REGISTRATION STATEMENT EFFECTIVE DATE")
(each of the times referenced above being referred to herein as a
"REPRESENTATION DATE") as follows:

                1.1.1   NO FILINGS OR REGULATORY APPROVALS. Other than as set
        forth or contemplated in the Time of Sale Prospectus, no filing with, or
        approval, authorization, consent, license, registration, qualification,
        order or decree of, any court or governmental authority or agency, is
        necessary or required for the issuance and sale of the Notes by the
        Trust, except such as have been previously made, obtained or rendered,
        as applicable, and except such consents, approvals, authorizations,
        registrations, qualifications, orders or decrees as may be required
        under the 1933 Act or the 1939 Act or under state or foreign securities
        or blue sky laws or any rules or regulations of any securities exchange.

                1.1.2   INVESTMENT COMPANY ACT. The Trust is not, and upon the
        issuance and sale of the Notes as herein contemplated and the
        application of the net proceeds therefrom as described in the Time of
        Sale Prospectus will not be, required to register as an "investment
        company" within the meaning of the Investment Company Act of 1940, as
        amended (the "1940 ACT").

                1.1.3   RATINGS. The Program under which the Notes are issued,
        as well as the Notes, as applicable, are rated Aa3 by Moody's Investors
        Service, Inc. or its successor ("MOODY'S") and AA- by Standard & Poor's
        Ratings Services, a division of The McGraw-Hill Companies, Inc. or its
        successor ("S&P") (Moody's and S&P are referred to herein as the
        "Ratings Agencies" and each a "RATINGS AGENCY"), or such other rating as
        to which the Company or the Trust shall have most recently notified the
        Agent(s) pursuant to Section 2.3.5 hereof and set forth in the Omnibus
        Instrument. Except as otherwise disclosed to the Agent(s), no public
        announcement has been made by a Ratings Agency that it has under
        surveillance or review, with possible negative implications, its rating
        of the Program, the Notes or any notes issued pursuant to the
        Registration Statement, as applicable, or has withdrawn its rating of
        the Program, the Notes or any notes issued pursuant to the Registration
        Statement, as applicable.


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       21
<PAGE>


                1.1.4   LISTING. If specified in the Pricing Supplement, the
        Notes described in such Pricing Supplement shall be listed on the
        securities exchange designated in the Pricing Supplement.

        1.2     REPRESENTATIONS AND WARRANTIES OF THE TRUST. The Trust
represents and warrants to each Agent as of each Representation Date as follows:

                1.2.1   DUE FORMATION AND GOOD STANDING OF THE TRUST. The Trust
        is a statutory trust, duly formed under Delaware law pursuant to the
        Trust Agreement (the "TRUST AGREEMENT") between Wilmington Trust
        Company, as Trustee (the "DELAWARE TRUSTEE") and AMACAR Pacific
        Corporation, as administrator and trust beneficial holder, and the
        filing of a certificate of trust with the Delaware Secretary of State,
        which is validly existing and in good standing as a statutory trust
        under the laws of the State of Delaware.

                1.2.2   NO MATERIAL CHANGES. Since the respective dates as of
        which information is given in the Registration Statement and the Time of
        Sale Prospectus, except as otherwise stated therein, (A) there has been
        no event or occurrence that would reasonably be expected to have a
        material adverse effect on the condition (financial or otherwise) of the
        Trust or on the power or ability of the Trust to perform its obligations
        under the Distribution Agreement, the Indenture, the Notes, the Trust
        Agreement, the Funding Agreement, the Administrative Services Agreement
        (the "ADMINISTRATION AGREEMENT"), between the Delaware Trustee, on
        behalf of the Trust, and AMACAR Pacific Corporation, as administrator
        (the "ADMINISTRATOR") or the License Agreement (the "LICENSE AGREEMENT")
        between the Trust and Hartford Fire Insurance Company, or to consummate
        the transactions to be performed by it as contemplated in the Time of
        Sale Prospectus (a "TRUST MATERIAL ADVERSE EFFECT") and (B) there have
        been no transactions entered into by the Trust, other than those related
        to the Program or in the ordinary course of business, which are material
        with respect to the Trust.

                1.2.3   AUTHORIZATION OF AGREEMENTS. The Distribution Agreement,
        the Indenture, the Notes, the Administration Agreement and the License
        Agreement have been or will be duly authorized, executed and delivered
        by the Trust. Assuming that each party to the Distribution Agreement,
        the Indenture, the Administration Agreement, the License Agreement and
        the Trust Agreement, other than the Trust, has duly authorized, executed
        and delivered each such agreement, then the Distribution Agreement, the
        Indenture, the Administration Agreement, the License Agreement and the
        Trust Agreement will each be a valid and legally binding agreement of
        the Trust enforceable against the Trust in accordance with its terms,
        except (A) as enforcement thereof may be limited by bankruptcy,
        insolvency, reorganization, moratorium or other similar laws affecting
        the enforcement of creditors' rights generally or by general equitable
        principles (regardless of whether enforcement is considered in a
        proceeding in equity or at law), (B) that no representation or warranty
        is made with respect to the enforceability of the indemnification and
        contribution provided for in Section


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       22
<PAGE>


        7 hereof and (C) except as enforcement thereof may be limited by
        requirements that a claim with respect to any Notes issued under the
        Indenture that are payable in a foreign or composite currency (or a
        foreign or composite currency judgment in respect of such claim) be
        converted into U.S. dollars at a rate of exchange prevailing on a date
        determined pursuant to applicable law or by governmental authority to
        limit, delay or prohibit the making of payments outside the United
        States. The Notes have been duly authorized by the Trust for offer,
        sale, issuance and delivery pursuant to the Distribution Agreement and
        when issued, authenticated and delivered in the manner provided for in
        the Indenture and delivered against payment of the consideration
        therefor, will constitute valid and legally binding obligations of the
        Trust, enforceable against the Trust in accordance with their terms,
        except (1) as enforcement thereof may be limited by bankruptcy,
        insolvency, reorganization, moratorium or other similar laws affecting
        the enforcement of creditors' rights generally or by general equitable
        principles (regardless of whether enforcement is considered in a
        proceeding in equity or at law) and (2) except as enforcement thereof
        may be limited by requirements that a claim with respect to any Notes
        issued under the Indenture that are payable in a foreign or composite
        currency (or a foreign or composite currency judgment in respect of such
        claim) be converted into U.S. dollars at a rate of exchange prevailing
        on a date determined pursuant to applicable law or by governmental
        authority to limit, delay or prohibit the making of payments outside the
        United States. Subject to the exceptions set forth in the preceding
        sentence, the Notes when executed by the Trust and issued authenticated
        and delivered in the manner provided for in the Indenture and delivered
        against payment of the consideration therefor, will be entitled to the
        benefits of the Indenture.

                1.2.4   ABSENCE OF DEFAULTS AND CONFLICTS. (A) The execution,
        delivery and performance of the Distribution Agreement, the Indenture,
        the Notes, the Funding Agreement, the Administration Agreement, the
        License Agreement and any other agreement or instrument entered into or
        issued or to be entered into or issued by the Trust in connection with
        the issuance of the Notes and the transactions contemplated thereby, (B)
        the performance of the Trust Agreement (all agreements and instruments
        referenced in clauses (A) and (B) above are referred to herein as the
        "ISSUANCE DOCUMENTS"), (C) the consummation of the transactions
        contemplated in the Time of Sale Prospectus (including the issuance and
        sale of the Notes and the use of proceeds therefrom as described in the
        Time of Sale Prospectus) and (D) the compliance by the Trust with its
        obligations under the Issuance Documents, do not and will not constitute
        a breach, violation or default which (1) gives the holder of any note,
        debenture or other evidence of indebtedness (or any person acting on
        such holder's behalf) the right to require the repurchase, redemption or
        repayment of all or a portion of such indebtedness by the Trust, or (2)
        results in the creation or imposition of any lien, charge or encumbrance
        upon any assets, properties or operations of the Trust pursuant to, any
        contract, indenture, mortgage, loan or credit agreement, note, lease or
        other agreement or instrument to which the Trust is a party or by which
        it may be bound


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       23
<PAGE>


        or to which any of the property or assets of the Trust is subject, nor
        will such action result in any violation of the Trust's Certificate of
        Trust or the Trust Agreement and the Trust is not in default in the
        performance or observance of any applicable law, statute, rule,
        regulation, judgment, order, writ or decree of any government,
        government instrumentality or court, domestic or foreign, having
        jurisdiction over the Trust or any of its assets, properties or
        operations; PROVIDED, that no representation or warranty is made with
        respect to compliance with law of the Funding Agreement to the extent
        that the source of the funds used by the Trust to purchase such Funding
        Agreement renders such funds, or any property or investment acquired
        with such funds, subject to governmental seizure or other penalty under
        the USA Patriot Act of 2001, as amended (the "USA PATRIOT ACT");
        PROVIDED, FURTHER that in the case of clause (1) of this Section 1.2.4,
        this representation and warranty shall not extend to such repurchase,
        redemption or repayment that would not result in a Trust Material
        Adverse Effect and in the case of clause (2) of this Section 1.2.4, this
        representation and warranty shall not extend to such lien, charges or
        encumbrances or any violations or defaults that would not result in a
        Trust Material Adverse Effect.

                1.2.5   BENEFICIAL INTEREST. The beneficial interest of the
        Trust when issued will be duly authorized and, when registered in the
        Securities Register (as defined in the Trust Agreement) in accordance
        with the provisions of the Trust Agreement, will be a valid and legally
        binding obligation of the Trust, enforceable in accordance with its
        terms, except as enforcement thereof may be limited by bankruptcy,
        insolvency, reorganization, conservatorship, receivership or similar
        laws affecting creditors' rights generally or by general equitable
        principles (regardless of whether enforcement is considered in a
        proceeding in equity or at law).

                1.2.6   NO PROCEEDINGS. There is no action, suit, proceeding or
        investigation pending of which the Trust has received notice or service
        of process, or before or brought by any court or governmental agency or
        body, or to the knowledge of the Trust threatened, against the Trust or
        its assets which is required to be disclosed in the Registration
        Statement and the Time of Sale Prospectus (other than as disclosed
        therein).

        1.3     REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to each Agent as of each Representation Date as follows:

                1.3.1   DUE INCORPORATION, GOOD STANDING AND DUE QUALIFICATION
        OF THE COMPANY AND SIGNIFICANT SUBSIDIARIES. The Company, and each
        significant subsidiary (as such term is defined in Rule 1-02 of
        Regulation S-X promulgated under the 1933 Act) that is an operating
        company, if any (each, a "SIGNIFICANT SUBSIDIARY"), is duly incorporated
        and validly existing as a corporation in good standing under the laws of
        the jurisdiction of its incorporation with corporate power and authority
        to own its properties and to conduct its business as described in the
        Time of Sale Prospectus; each of the Company and each Significant


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        Subsidiary is duly qualified as a foreign corporation to transact
        business and is in good standing in each jurisdiction in which such
        qualification is required, except where the failure to so qualify would
        result in a Company Material Adverse Effect (defined below). Since the
        respective dates as of which information is given in the Registration
        Statement and the Time of Sale Prospectus, except as otherwise stated
        therein, there has been no event or occurrence that would reasonably be
        expected to have a material adverse effect on the condition (financial
        or otherwise) of the Company and its subsidiaries considered as one
        enterprise or on the power or ability of the Company to perform its
        obligations under any of the Issuance Documents or to consummate the
        transactions to be performed by it as contemplated in the Time of Sale
        Prospectus (a "COMPANY MATERIAL ADVERSE EFFECT").

                1.3.2   REGISTRATION STATEMENT; PROSPECTUS; TIME OF SALE
        PROSPECTUS; FREE WRITING PROSPECTUS. The Company meets the requirements
        for use of Form S-3 under the 1933 Act. The Company is not an
        "ineligible issuer" as that term is defined in Rule 405 of the 1933 Act
        Regulations (i) during any period beginning with the first BONA FIDE
        offer of the Notes and ending on the Settlement Date (the "OFFERING
        PERIOD"), and (ii) at any time other than during the Offering Period, at
        the time of the use of a Free Writing Prospectus, if any. The
        Registration Statement, filed with the Commission pursuant to the 1933
        Act, as of the Initial Effective Date, did not and, as of any Note
        Effective Date or Subsequent Effective Date, will not contain any untrue
        statement of a material fact or omit to state a material fact required
        to be stated therein or necessary to make the statements therein not
        misleading. Each Prospectus filed with the Commission pursuant to the
        1933 Act and the 1933 Act Regulations, complied when so filed in all
        material respects with the 1933 Act and the 1933 Act Regulations. The
        Registration Statement, each Prospectus and each Time of Sale Prospectus
        comply and, as amended or supplemented, if applicable, will comply in
        all material respects with the 1933 Act and the 1933 Act Regulations. As
        of the Time of Sale, the Time of Sale Prospectus, will not contain any
        untrue statement of a material fact or omit to state a material fact
        necessary in order to make the statements therein, in the light of the
        circumstances under which they were made, not misleading. The Company
        makes no representations or warranties as to (A) that part of the
        Registration Statement which shall constitute the Statement of
        Eligibility (Form T-1) under the 1939 Act of the Indenture Trustee or
        (B) any statements in or omissions from the Registration Statement, any
        Prospectus or any Time of Sale Prospectus made in reliance on and in
        conformity with written information provided by the Agent(s) to the
        Trust or to the Company expressly for use in the Registration Statement,
        any Prospectus, any Time of Sale Prospectus or any amendment or
        supplement thereto.

                1.3.3   COMPANY FINANCIAL STATEMENTS. The consolidated financial
        statements (including the related notes but excluding the supporting
        schedules) included or incorporated by reference in the Registration
        Statement, the


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        Prospectus and the Time of Sale Prospectus present fairly in all
        material respects the consolidated financial position, results of
        operations and cash flows of the entities purported to be shown thereby,
        at the dates and for the periods indicated and have been prepared in
        accordance with United States generally accepted accounting principles
        applied on a consistent basis throughout the periods indicated and
        conform in all material respects with the 1933 Act, except as otherwise
        noted therein; and the supporting schedules, selected financial data and
        the summary financial data included or incorporated by reference in the
        Registration Statement when considered in relation to such financial
        statements taken as a whole, present fairly in all material respects the
        information required to be stated therein.

                1.3.4   AUTHORIZATION OF THE DISTRIBUTION AGREEMENT AND THE
        FUNDING AGREEMENT. The Distribution Agreement has been, and the Funding
        Agreement when issued will be, duly authorized, executed and delivered
        by the Company and, assuming that each party to the Distribution
        Agreement and the Funding Agreement, other than the Company, has duly
        authorized executed and delivered such agreement, then the Distribution
        Agreement and the Funding Agreement will each be a valid and legally
        binding agreement of the Company, enforceable against the Company in
        accordance with its terms, except (A) as enforcement thereof may be
        limited by bankruptcy, insolvency, reorganization, moratorium or other
        similar laws affecting the enforcement of creditors' rights generally or
        by general equitable principles (regardless of whether enforcement is
        considered in a proceeding in equity or at law), (B) that no
        representation or warranty is made with respect to the enforceability of
        the indemnification and contribution provided for in Section 7 hereof
        and (C) that no representation or warranty is made with respect to the
        enforceability of the Funding Agreement to the extent that the source of
        the funds used by the Trust to purchase such Funding Agreement renders
        such funds, or any property or investment acquired with such funds,
        subject to governmental seizure or other penalty under the USA Patriot
        Act.

                1.3.5   NO PROCEEDINGS. There is no action, suit, proceeding or
        investigation pending of which the Company has received notice or
        service of process, or before or brought by any court or governmental
        agency or body, or to the knowledge of the Company threatened, against
        the Company which is required to be disclosed in the Registration
        Statement or the Time of Sale Prospectus (other than as disclosed
        therein).

                1.3.6   ABSENCE OF DEFAULTS AND CONFLICTS. Neither the Company
        nor any of its Significant Subsidiaries is in violation of the
        provisions of its charter or by-laws or in default in the performance or
        observance of any obligation, agreement, covenant or condition contained
        in any contract, indenture, mortgage, deed of trust, loan or credit
        agreement, note, lease or other agreement or instrument to which the
        Company or any of its Significant Subsidiaries is a party or by which it
        or any of them may be bound or to which any of the property or assets of
        the Company or any of its Significant Subsidiaries is subject
        (collectively, "COMPANY


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<PAGE>


        AGREEMENTS AND INSTRUMENTS"), except for such defaults that would not
        result in a Company Material Adverse Effect; the execution, delivery and
        performance of the Distribution Agreement, the Funding Agreement and any
        other agreement or instrument entered into or issued or to be entered
        into or issued by the Company in connection with the transactions
        contemplated in the Time of Sale Prospectus, the consummation of the
        transactions contemplated in the Time of Sale Prospectus and the
        compliance by the Company with its obligations thereunder have been duly
        authorized by all necessary corporate action and do not and will not
        constitute a breach, violation or default (A) which gives the holder of
        any note, debenture or other evidence of indebtedness (or any person
        acting on such holder's behalf) the right to require the repurchase,
        redemption or repayment of all or a portion of such indebtedness by the
        Company or any of its Significant Subsidiaries, or (B) of any statute or
        any order, rule or regulation of any court or governmental agency or
        body having jurisdiction over the Company or any of its properties,
        except for such breaches, violations or defaults under subsections (A)
        or (B) immediately above that would not result in a Company Material
        Adverse Effect; PROVIDED, that no representation or warranty is made
        with respect to compliance with law of the Funding Agreement to the
        extent that the source of the funds used by the Trust to purchase such
        Funding Agreement renders such funds, or any property or investment
        acquired with such funds, subject to governmental seizure or other
        penalty under the USA Patriot Act.

                1.3.7   LICENSES AND PERMITS. Each of the Company and the
        Significant Subsidiaries has all necessary consents, licenses,
        authorizations, approvals, exemptions, orders, certificates and permits
        (collectively, the "COMPANY GOVERNMENTAL LICENSES") of and from, and has
        made all filings and declarations (collectively, the "COMPANY
        GOVERNMENTAL FILINGS") with, all Federal, state, local and other
        governmental authorities, all self-regulatory organizations and all
        courts and other tribunals, necessary to own, lease, license and use its
        properties and assets and to conduct its business in the manner
        described in the Time of Sale Prospectus, except where the failure to
        have such Company Governmental Licenses or to make such Company
        Governmental Filings would not, individually or in the aggregate, result
        in a Company Material Adverse Effect. All such Company Governmental
        Licenses and Company Governmental Filings are in full force and effect,
        except to the extent that any such failure to be in full force and
        effect would not result, singly or in the aggregate, in a Company
        Material Adverse Effect. The Company and the Significant Subsidiaries
        are in compliance with such Company Governmental Licenses and neither
        the Company nor any of the Significant Subsidiaries has received any
        notice of any inquiry, investigation or proceeding that would reasonably
        be expected to result in the suspension, revocation or limitation of any
        such Company Governmental Licenses or otherwise impose any limitation on
        the conduct of the business of the Company or any of the Significant
        Subsidiaries, except as set forth in the Time of Sale Prospectus or to
        the extent that any such failure to be in compliance, suspension,


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                               Omnibus Instrument
                                       27
<PAGE>


        revocation or limitation would not, singly or in the aggregate, result
        in a Company Material Adverse Effect.

                1.3.8   FILINGS AND REGULATORY APPROVALS. Other than as set
        forth or contemplated in the Time of Sale Prospectus, no filing with or
        approval, authorization, consent, license, registration, qualification,
        order or decree of any governmental authority or agency, is necessary or
        required for the issuance and sale of the Funding Agreement by the
        Company, except such as have been previously made, obtained or rendered,
        as applicable, and except such consents, approvals, authorizations,
        registrations, qualifications, orders or decrees as may be required
        under the 1933 Act or the 1939 Act or under state or foreign securities
        or blue sky laws or any rules or regulations of any securities exchange.

                1.3.9   INVESTMENT COMPANY ACT. The Company is not, and upon the
        issuance and sale of the Notes as herein contemplated and the
        application of the net proceeds therefrom as described in the Time of
        Sale Prospectus will not be, required to register as an "investment
        company" within the meaning of the 1940 Act.

                1.3.10  RATINGS. The Company's financial strength rating is Aa3
        by Moody's and AA- by S&P, or such other rating as to which the Company
        shall have most recently notified the Agent(s) pursuant to Section 2.3.5
        hereof and set forth in the Omnibus Instrument. Except as otherwise
        disclosed to the Agent(s) no public announcement has been made by a
        Ratings Agency that it has under surveillance or review, with possible
        negative implications, its rating of the financial strength of the
        Company or has withdrawn its rating of the financial strength of the
        Company.

                1.3.11  ABSENCE OF DEFAULT UNDER THE FUNDING AGREEMENT. To the
        Company's knowledge there exists no event or circumstance which does or
        may (with the passing of time, the giving of notice, the making of any
        determination or any combination thereof) be reasonably expected to
        constitute an event of default under any outstanding funding agreement
        issued in connection with the Registration Statement.

                1.3.12  INCORPORATED DOCUMENTS. The documents incorporated or
        deemed to be incorporated by reference in the Time of Sale Prospectus,
        at the time they were or hereafter are filed with the Commission,
        complied and will comply in all material respects with the requirements
        of the 1934 Act and the 1934 Act Regulations.

                1.3.13  INDEPENDENT ACCOUNTANTS. The accountants who certified
        the financial statements and any supporting schedules thereto included
        in the Registration Statement and the Time of Sale Prospectus are
        independent public accountants as required by the 1933 Act and the 1933
        Act Regulations.


                   Hartford Life Global Funding Trust 2006-033
                               Omnibus Instrument
                                       28
<PAGE>


                1.3.14  CONFORMITY OF ISSUANCE DOCUMENTS. The statements
        relating to the Issuance Documents contained in the Time of Sale
        Prospectus conform and will conform in all material respects to the
        Issuance Documents and the Issuance Documents are substantially in the
        form filed or incorporated by reference, as the case may be, as exhibits
        to the Registration Statement, to the extent so filed or incorporated by
        reference.

        1.3     Any certificate signed by the Administrator or any authorized
officer of the Delaware Trustee and delivered to the Agent(s) or Sidley Austin
LLP, as legal counsel to the Agent(s), or any other legal counsel selected by
the Agent(s) (or the bookrunning lead manager(s), in the case of a syndicated
issue) to replace such previous legal counsel (the "AGENT APPROVED COUNSEL") in
connection with the sale of Notes to the Agent(s) shall be deemed a
representation and warranty by the Trust to such Agent(s) as to the matters
covered thereby on the date of such certificate. Any certificate signed by any
authorized officer of the Company and delivered to the Agent(s) or the Agent
Approved Counsel in connection with the sale of Notes to the Agent(s) shall be
deemed a representation and warranty by the Company to such Agent(s) as to the
matters covered thereby on the date of such certificate.

                                   SECTION 2.

                     COVENANTS OF THE TRUST AND THE COMPANY

        2.1     COVENANTS OF THE TRUST AND THE COMPANY. In further consideration
of the Agent's agreements herein contained, the Trust and the Company jointly
and severally covenant and agree with each Agent as follows:

                2.1.1   PREPARATION OF PRICING SUPPLEMENTS. The Trust and the
        Company will prepare a Pricing Supplement with respect to the Notes sold
        to the Agent(s) in a form previously agreed to by the Agent(s). The
        Trust and the Company will use their reasonable best efforts to deliver
        such Pricing Supplement no later than 11:00 a.m., New York City time, on
        the business day following the Time of Sale of such Notes and will file
        such Pricing Supplement pursuant to the applicable subparagraph of Rule
        424(b) of the 1933 Act Regulations.

                2.1.2   BLUE SKY QUALIFICATIONS. Subject to Section 3.9, below,
        the Trust and the Company shall take reasonable efforts to establish and
        maintain the qualification of the Notes for offer and sale under the
        securities blue sky laws of such jurisdictions as the Agent(s) (or the
        bookrunning lead manager(s), in the case of a syndicated issue) shall
        reasonably request; PROVIDED, HOWEVER, that if either the Trust or the
        Company, in its reasonable judgment, determines that such qualification
        in a particular jurisdiction would cause an undue burden, its sole
        obligation is to so advise the Agent(s) (or the bookrunning lead
        manager(s), in the case of a syndicated issue); and PROVIDED FURTHER,
        HOWEVER, that the Trust and the Company shall not be obligated to file
        any general consent to service of process

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                               Omnibus Instrument
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<PAGE>


        or to qualify as a foreign corporation or a dealer in securities in any
        jurisdiction in which it is not so qualified or to subject itself to
        taxation in respect of doing business in any jurisdiction in which it is
        not otherwise so subject.

                2.1.3   LISTING. The Trust and the Company, with the assistance
        of the Agent(s) (or the bookrunning lead manager(s), in the case of a
        syndicated issue), shall use reasonable efforts to obtain and maintain
        approval for the listing of the Notes of at least one trust issued
        pursuant to the Registration Statement on a national securities exchange
        as defined in Section 18(a)(3)(B) of the 1933 Act until such time as
        none of the notes issued pursuant to the Registration Statement are
        outstanding.

                2.1.4   DEPOSITORY TRUST COMPANY. The Trust and the Company
        shall assist the Agent(s) in arranging to cause the Notes to be eligible
        for settlement through the facilities of The Depository Trust Company.

                2.1.5   SECURITY INTEREST. As required by the Indenture, the
        Trust pursuant to the Indenture, will create, in favor of the Indenture
        Trustee, for the benefit of the holders of the Notes, a first priority
        perfected security interest in the Collateral (as defined in the
        Indenture), under New York law or the law of such other applicable
        jurisdiction whose law governs such perfection, non-perfection or
        priority.

        2.2     COVENANTS OF THE TRUST. In further consideration of the Agent's
agreements herein contained, the Trust covenants and agrees with each Agent as
follows:

                2.2.1   NOTICE OF AMENDMENT TO THE INDENTURE OR THE TRUST
        AGREEMENT. The Trust will give the Agent(s) at least seven (7) days'
        prior notice in writing of any proposed amendment to the Indenture or
        the Trust Agreement and, except in accordance with the applicable
        provisions of the Indenture or the Trust Agreement, not make or permit
        to become effective any amendment to the Indenture or the Trust
        Agreement.

                2.2.2   AUTHORIZATION TO ACT ON BEHALF OF THE TRUST. The Trust
        will, from time to time, after receiving a written request from an
        Agent, deliver to the Agent(s) a certificate as to the names and
        signatures of those persons authorized to act on behalf of the Trust in
        relation to the Program if such information has changed.

                2.2.3   USE OF PROCEEDS. The Trust will use the net proceeds
        received by it from the issuance and sale of the Notes in the manner
        specified in the Time of Sale Prospectus.

                2.2.4   NOTICE OF MEETINGS. The Trust will furnish to the
        Agent(s), at the same time as it is dispatched, a copy of any notice of
        any meeting of the holders


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<PAGE>


        of Notes which is called to consider any matter which is material in the
        context of the Trust.

        2.3     COVENANTS OF THE COMPANY. In further consideration of the
Agent's agreements herein contained, the Company covenants and agrees with each
Agent as follows:

                2.3.1   FILING OR USE OF AMENDMENTS. The Company will give the
        Agent(s) advance notice of their intention to file or prepare any
        additional registration statement with respect to the registration of
        additional notes to be issued pursuant to the Registration Statement,
        any amendment or supplement to the Registration Statement or any
        amendment or supplement to the prospectus included in the Registration
        Statement at the time it became effective or to the Prospectus or the
        Time of Sale Prospectus (other than an amendment or supplement thereto
        providing solely for the determination of the variable terms of the
        notes to be issued pursuant to the Registration Statement), whether
        pursuant to the 1933 Act the 1934 Act, or otherwise, will furnish to the
        Agent(s) copies of any such document a reasonable amount of time prior
        to such proposed filing or use, as the case may be, and will afford the
        Agent Approved Counsel a reasonable opportunity to comment on any such
        proposed filing prior to such proposed filing.

                2.3.2   DELIVERY OF THE REGISTRATION STATEMENT. The Company will
        furnish to the Agent(s) and Agent Approved Counsel, without charge, one
        conformed copy of the Registration Statement as originally filed and of
        each amendment thereto (including exhibits filed therewith or
        incorporated by reference therein and documents incorporated or deemed
        to be incorporated by reference therein) and copies of all consents and
        certificates of experts. The Registration Statement and each amendment
        thereto furnished to an Agent will be identical in all material respects
        to any electronically transmitted copies thereof filed with the
        Commission pursuant to EDGAR, except to the extent permitted by
        Regulation S-T.

                2.3.3   DELIVERY OF THE PROSPECTUS AND THE TIME OF SALE
        PROSPECTUS. The Company will deliver to each Agent, without charge, as
        many copies of any Preliminary Prospectus as such Agent may reasonably
        request, and the Company hereby consents to the use of such copies for
        purposes permitted by the 1933 Act. The Company will furnish to each
        Agent, without charge, such number of copies of the Time of Sale
        Prospectus (as amended or supplemented) as such Agent may reasonably
        request. It is hereby acknowledged that the Company intends to rely on
        the provisions of Rule 172 of the 1933 Act Regulations with respect to
        delivery of the Prospectus. The Company will furnish to each Agent,
        without charge, such number of copies of the Prospectus (as amended or
        supplemented) as such Agent may reasonably request to meet its
        obligations under the 1933 Act and the 1933 Act Regulations. The
        Prospectus and any amendments or supplements thereto furnished to such
        Agent will be identical in all material respects to any


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<PAGE>


        electronically transmitted copies thereof filed with the Commission
        pursuant to EDGAR, except to the extent permitted by Regulation S-T.

                2.3.4   REVISIONS OF PROSPECTUS; MATERIAL CHANGES. If at any
        time when the delivery of the Prospectus shall be required by law in
        connection with the sale of the Notes, in the opinion of Agent Approved
        Counsel, counsel for the Company or counsel for the Trust, either (A)
        any event shall have occurred as a result of which the Registration
        Statement or the Prospectus, as then amended or supplemented, would
        include any untrue statement of a material fact, or omit to state any
        material fact necessary in order to make the statements therein, in the
        light of the circumstances under which they were made, not misleading or
        (B) for any other reason it shall be necessary to amend or supplement
        the Registration Statement or the Prospectus, as then amended or
        supplemented, in order to comply with the 1933 Act or the 1933 Act
        Regulations, as applicable, the Company will (1) notify the Agent(s) to
        suspend the solicitation of offers to purchase Notes and if notified by
        the Company, the Agent(s) shall forthwith suspend such solicitation and
        cease using the Prospectus as then amended or supplemented and (2)
        promptly prepare and file with the Commission such amendment or
        supplement to the Registration Statement or the Prospectus which will
        correct such statement or omission or effect such compliance and will
        provide to the Agent(s) without charge a reasonable number of copies
        thereof, which the Agent(s) shall use thereafter.

                2.3.5   NOTICE OF CERTAIN EVENTS. The Company will notify the
        Agent(s) promptly (but in no event later than one business day), and
        confirm such notice in writing, as applicable, of (A) with respect to
        its filings with the Commission under the 1934 Act, (i) the
        effectiveness of any post-effective amendment to the Registration
        Statement or the filing of any amendment or supplement to the Prospectus
        (other than any amendment or supplement thereto providing solely for the
        determination of the variable terms of notes offered pursuant to the
        Registration Statement), (ii) the receipt of any comments from the
        Commission during the period commencing on and including the Time of
        Sale continuing to and including the Settlement Date, with respect to
        the Registration Statement, the Prospectus or the Time of Sale
        Prospectus, (iii) any request by the Commission for any amendments to
        such filings or for additional information, (iv) the issuance by the
        Commission or any state of any stop order or trading suspension which
        suspends the effectiveness of such filings, or of the initiation of any
        proceedings for that purpose or (v) any action whereby the Company
        becomes the subject of a proceeding under Section 8A of the 1933 Act or
        any proceeding in connection with the offering of the Notes or (B) any
        change in the rating assigned by any Ratings Agency to any debt
        securities or financial strength of the Company, the Program, the Notes
        or any notes offered pursuant to the Registration Statement or the
        withdrawal by any Ratings Agency of its rating of any debt securities or
        the financial strength of the Company, the Program, the Notes or any
        notes offered pursuant to the Registration Statement. The Company will
        use reasonable best


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<PAGE>


        efforts to prevent the issuance of any stop order and, if any stop order
        is issued, to obtain the lifting thereof unless, in the reasonable
        judgment of the Company, such effort is not warranted.

                2.3.6   OUTSTANDING AGGREGATE PRINCIPAL AMOUNT OF NOTES. The
        Company will promptly (but in no event later than one business day),
        upon request by an Agent, notify such Agent of the aggregate principal
        amount of notes issued pursuant to the Registration Statement from time
        to time outstanding under the Program in their currency of denomination
        and (if so requested) expressed in United States dollars. For the
        purpose of determining the aggregate principal amount of such notes
        outstanding (A) the principal amount of notes issued pursuant to the
        Registration Statement, denominated in a currency other than United
        States dollars shall be converted into United States dollars using the
        spot rate of exchange for the purchase of the relevant currency against
        payment of United States dollars being quoted by the Paying Agent (as
        defined in the Indenture) on the date on which the relevant notes issued
        pursuant to the Registration Statement were initially offered, (B) any
        notes issued pursuant to the Registration Statement which provide for an
        amount less than the principal amount thereof to be due and payable upon
        redemption following an Event of Default as defined in the Indenture in
        respect of such notes, shall have a principal amount equal to their
        redemption amount, (C) any zero coupon (and any other notes issued
        pursuant to the Registration Statement issued at a discount or premium)
        shall have a principal amount equal to their price to the public and (D)
        the currency in which any notes issued pursuant to the Registration
        Statement are payable, if different from the currency of their
        denomination, shall be disregarded.

                2.3.7   EARNINGS STATEMENT. The Company will file such reports
        pursuant to the 1934 Act and the 1934 Act Regulations, as are necessary
        in order to make generally available to its security holders as soon as
        practicable an earning statement within the meaning of Rule 158 under
        the 1933 Act Regulations for the purposes of, and to provide the
        benefits contemplated by the last paragraph of Section 11(a) of the 1933
        Act.

                2.3.8   1933 ACT AND 1934 ACT REPORTING REQUIREMENTS. The
        Company, during the Offering Period, will file all documents required to
        be filed with the Commission pursuant to the 1933 Act and the 1934 Act
        within the time periods prescribed by the 1933 Act and the 1933 Act
        Regulations and the 1934 Act and the 1934 Act Regulations, respectively.

                2.3.9   AUTHORIZATION TO ACT ON BEHALF OF THE COMPANY. The
        Company will, from time to time, after receiving a written request from
        an Agent, deliver to the Agent(s) a certificate as to the names and
        signatures of those persons authorized to act on behalf of the Company
        in relation to the Program if such information has changed.


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<PAGE>


                2.3.10  USE OF PROCEEDS. The Company will use the net proceeds
        received by it from the issuance and sale of the Funding Agreement in
        the manner specified in the Time of Sale Prospectus.

                2.3.11  RESTRICTIONS ON ISSUANCE OF FUNDING AGREEMENTS. The
        Company shall not issue or agree to issue, during the period commencing
        on the date of the Distribution Agreement and continuing to and
        including the Settlement Date with respect to the Notes, any funding
        agreement or similar agreement for the purpose of supporting the
        issuance by a special purpose entity of securities denominated in the
        same currency or substantially similar to the Notes, in each case,
        without the prior written consent of the Agent(s).

                2.3.12  REVISIONS OF TIME OF SALE PROSPECTUS. If any event shall
        occur or condition shall exist as a result of which it is necessary, in
        the opinion of Agent Approved Counsel, counsel for the Company or
        counsel for the Trust, to amend or supplement the Time of Sale
        Prospectus being used to solicit offers to buy Notes in writing in order
        that such Time of Sale Prospectus will not include an untrue statement
        of a material fact or omit to state a material fact necessary in order
        to make the statements therein, in the light of the circumstances under
        which they were made, not misleading, or if it shall be necessary, in
        the opinion of such counsel, to amend or supplement such Time of Sale
        Prospectus in order to comply with the requirements of the 1933 Act or
        the 1933 Act Regulations, the Company shall give immediate notice,
        confirmed in writing, to each of the applicable Agents, and the Company
        will promptly prepare and, if applicable, file with the Commission,
        subject to Section 2.3.1 hereof, such amendment or supplement as may be
        necessary to correct such statement or omission or to make such Time of
        Sale Prospectus comply with such requirements and the Company will
        furnish to the applicable Agents, without charge, such number of copies
        of such amendment or supplement as the applicable Agents may reasonably
        request.

        2.4     SUSPENSION OF CERTAIN OBLIGATIONS. After the completion of the
distribution of Notes by the Agent(s), the Company and the Trust, as applicable,
shall not be required to comply with the provisions of Section 2.3.3, Section
2.3.4 or Section 2.3.5.

                                   SECTION 3.

                   APPOINTMENT OF AGENTS; PURCHASES OF NOTES

        3.1     APPOINTMENT. Subject to the terms and conditions stated herein,
the Trust and Company hereby agree that the Notes will be sold to the Agent(s)
as principal pursuant to the terms of the Distribution Agreement. The Trust and
the Company agree that, other than the Purchasing Agent pursuant to Section 3.5
hereof, each will not appoint any other agents, dealers or underwriters in
connection with the placement of the Notes.


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                               Omnibus Instrument
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<PAGE>


        3.2     ARM'S-LENGTH TRANSACTION. Each of the Company and the Trust
acknowledge and agree that (i) the purchase and sale of Notes pursuant to the
Distribution Agreement, including the determination of the public offering price
of the Notes and any related discounts and commissions, is an arm's-length
commercial transaction between each of the Company and the Trust, on the one
hand, and the Purchasing Agent and/or Agent(s), on the other hand, (ii) in
connection with the offering contemplated hereby and the process leading to such
transaction the Purchasing Agent and each Agent is and has been acting solely as
a principal and is not the agent or fiduciary of the Company, the Trust or any
of their respective employees, (iii) neither the Purchasing Agent, nor any Agent
has assumed or will assume an advisory or fiduciary responsibility in favor of
the Company or the Trust with respect to the offering contemplated hereby or the
process leading thereto (irrespective of whether such Purchasing Agent or Agent
has advised or is currently advising the Company or the Trust on other matters)
and neither the Purchasing Agent nor any Agent has any obligation to the Company
or the Trust with respect to any offering contemplated hereby except the
obligations expressly set forth in the Distribution Agreement or the Omnibus
Instrument, (iv) the Purchasing Agent, the Agent(s) and their respective
affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Company and the Trust, and (v) the
Purchasing Agent and the Agent(s) have not provided any legal, accounting,
regulatory or tax advice with respect to any offering contemplated hereby and
the Company and the Trust have consulted their own legal, accounting, regulatory
and tax advisors to the extent they deemed appropriate.

        3.3     RETAIL NOTES. In connection with the issuance of notes described
in the prospectus supplement for the Hartford Life Global Funding
IncomeNotes(SM) program (the "RETAIL NOTES") as amended and supplemented and
included in the Registration Statement, such Retail Notes shall be issued and
sold only to the Purchasing Agent, as principal. All issuances and sales of
Retail Notes to the Purchasing Agent shall be subject to the terms of the
Distribution Agreement, unless the Trust, the Company and the Purchasing Agent
otherwise agree in writing.

        3.4     INSTITUTIONAL NOTES. In connection with the issuance of notes
described in the prospectus supplement for the Hartford Life Global Funding
Secured Medium-Term Note program (the "INSTITUTIONAL NOTES"), as amended and
supplemented and included in the Registration Statement, nothing in the
Distribution Agreement shall be construed to limit or restrict the ability of
the Trust to issue and sell Institutional Notes directly to any Agent or to any
other underwriter pursuant to a distribution agreement other than the
Distribution Agreement; PROVIDED, that the terms of such other distribution
agreement shall be no more favorable to such underwriter than the Distribution
Agreement.

        3.5     PURCHASES AS PRINCIPAL. The sale of the Notes to an Agent shall
be made in accordance with the terms of the Distribution Agreement. The
agreement of the Agent(s) to purchase Notes shall be deemed to have been made on
the basis of the representations, warranties, covenants and agreements of the
Trust and the Company herein contained and shall be subject to the terms and
conditions herein set forth. In connection with the resale of the Notes
purchased, without the consent of the Trust and Company, Agents are not


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                               Omnibus Instrument
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<PAGE>


authorized to appoint sub-agents or to engage the service of any other broker or
dealer; PROVIDED, HOWEVER, that in connection with the resale of the Retail
Notes, the Purchasing Agent may appoint any sub-agent or engage the service of
any other broker or dealer without the consent of the Trust or the Company, so
long as any such broker or dealer engaged has entered into a Master Selected
Dealer Agreement substantially in the form attached hereto as Exhibit A.

        3.6     PURCHASES AT DISCOUNT. Unless otherwise specified in the
Distribution Agreement, each purchase of Retail Notes by the Purchasing Agent
shall be at a discount from the principal amount of each such Retail Note
equivalent to the applicable percentage set forth in Schedule 1 hereto. Unless
otherwise specified in the Distribution Agreement, each purchase of
Institutional Notes by any Agent shall be at a discount from the principal
amount of each such Institutional Note equivalent to the applicable percentage
set forth in Schedule 2 hereto.

        3.7     ACTION BY TRUST OR COMPANY. The Agent(s) are aware that other
than registering the Notes under the 1933 Act, the filing of required reports
under the 1934 Act and the actions required pursuant to Section 2.1.3, no action
has been or will be taken by the Trust or the Company that would permit the
offer or sale of the Notes or the possession or distribution of the Prospectus
or any other offering material relating to the Notes in any jurisdiction where
action for that purpose is required.

        3.8     AGGREGATE OFFERING LIMITATION. The Company shall not issue
funding agreements to trusts organized under the Program to support the issuance
of notes with an aggregate initial offering price in excess of the aggregate
initial offering price of notes registered pursuant to the Registration
Statement. The Agent(s) shall have no responsibility for maintaining records
with respect to the aggregate initial offering price of notes sold, and of
otherwise monitoring the availability of notes for sale, under the Registration
Statement.

        3.9     ACKNOWLEDGEMENT. The Company, the Trust and each Agent
acknowledge that they understand that (A) the form of the Funding Agreement has
only been filed and approved by the Insurance Departments in the State of
Connecticut and the State of Delaware, (B) the Notes have not been registered as
securities under any state's securities laws, in reliance on the exemption set
forth in Section 18 of the 1933 Act, and if the Trust, the Company or any Agent
learns of any action by any state's insurance or securities regulatory body (or
of any change in state insurance laws or regulations) which creates a material
risk that the sale of Notes in such state may violate the insurance or
securities laws of such state, the Trust or the Company shall advise Agents of
such risks and may direct the Agent(s) to cease all sales of Notes in the
affected states and, absent such direction, any Agent may elect to cease sales
of Notes in any or all affected states, PROVIDED, that such Agent shall notify
the Company and the Trust of such election, and (C) the Company and the Trust
instruct the Agent(s) to solicit offers to purchase Notes only as permitted or
contemplated in the Prospectus or in the Distribution Agreement and as permitted
by the 1933 Act and the applicable securities laws or regulations of any
jurisdiction.


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<PAGE>


        3.10    ADMINISTRATIVE PROCEDURES. Administrative procedural details
relating to the issuance and delivery of the Notes, and related matters, may be
set forth in written administrative procedures (the "ADMINISTRATIVE PROCEDURES")
agreed to and accepted by the parties to the Issuance Documents. If previously
so agreed to and accepted, such Administrative Procedures shall apply to the
transactions contemplated hereunder and shall serve to define the administrative
agreements of the parties. Notwithstanding the foregoing, if the terms of the
Administrative Procedures conflict in any manner with the terms of any Issuance
Document, as to such conflicting term, the relevant Issuance Document shall
govern.

        3.11    MISCELLANEOUS. For purposes of the Distribution Agreement (other
than Section 3.2 and Section 3.3), all references to Notes shall be deemed to
include the Retail Notes and the Institutional Notes.

                                   SECTION 4.

                          FREE WRITING PROSPECTUSES

        4.1     FINAL TERM SHEET. (A) The Company covenants and agrees to (1)
review and (subject to such changes deemed appropriate by the Company and the
Agent(s)) approve, at the reasonable request of the Agent(s) in connection with
the offer and sale of Institutional Notes, a final term sheet prepared by the
Agent(s) (as so approved, the "FINAL TERM SHEET") reflecting the final terms of
such Notes, and (2) file such Final Term Sheet pursuant to Rule 433 of the 1933
Act Regulations and (B) if the Notes are Institutional Notes, the Agent(s)
covenant and agree to convey the Final Term Sheet to the purchasers of such
Institutional Notes prior to the Time of Sale.

        4.2     DELIVERY AND USE OF FREE WRITING PROSPECTUSES BY AGENTS. In
connection with the offer and sale of the Notes, each Agent covenants and agrees
that, except as otherwise provided in the Distribution Agreement, it will
furnish the Company with each proposed Free Writing Prospectus, other than a
Free Writing Prospectus including only information set forth in a Final Term
Sheet filed pursuant to Rule 433 of the 1933 Act Regulations, that (i) is
required to be filed pursuant to Rule 433(d) of the 1933 Act Regulations or (ii)
is or will be a part of the Time of Sale Prospectus relating to or to be used in
connection with the offer and sale of the Notes to be prepared by or on behalf
of such Agent before its first use and will not use any such Free Writing
Prospectus to which the Company objects. It is understood that an Agent's
obligation to furnish any such form shall be deemed satisfied if another Agent
has so furnished such form. Each Agent covenants and agrees that it will use a
Free Writing Prospectus prepared by or on behalf of such Agent only if such Free
Writing Prospectus complies with the requirements of the 1933 Act and the 1933
Act Regulations.

        4.3     FREE WRITING PROSPECTUSES OF THE COMPANY AND THE TRUST. In
connection with the offer and sale of the Notes, each of the Company and the
Trust represents, warrants, covenants and agrees that, without the prior consent
of the Agent(s), it has not


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<PAGE>


made and will not make any offer relating to the Notes or the related Funding
Agreement that would constitute a Free Writing Prospectus required to be filed
pursuant to Rule 433 of the 1933 Act Regulations except for any Final Term Sheet
or as identified to the Agents in writing; PROVIDED that to the extent that no
Agent is involved in an offer and sale of any Series of Notes, no such prior
consent shall be required.

        4.4     DISTRIBUTION OF FREE WRITING PROSPECTUSES. Each Agent covenants
and agrees that it will not distribute any Free Writing Prospectus used or
referred to by such Agent in a manner reasonably designed to lead to its broad
unrestricted dissemination; provided, that such covenant and agreement shall not
apply to any such Free Writing Prospectus forming part of the Time of Sale
Prospectus or any such Free Writing Prospectus approved by the Company for broad
unrestricted dissemination.

        4.5     NO CONFLICTING INFORMATION. In connection with the offer and
sale of the Notes, any Free Writing Prospectus (i) that is required to be filed
pursuant to Rule 433(d) of the 1933 Act Regulations (including any Final Term
Sheet), (ii) that is or will be a part of the Time of Sale Prospectus relating
to or to be used in connection with such offer and sale of the Notes or (iii)
the use of which has been consented to by the applicable Agent(s) pursuant to
Section 4.3 hereof is referred to herein as a "PERMITTED FREE WRITING
PROSPECTUS". Each of the Company and the Trust represents, warrants, covenants
and agrees that each Permitted Free Writing Prospectus, as of its first date of
use and at all subsequent times through the completion of the public offer and
sale of the Notes or until any earlier date that the issuer of such Permitted
Free Writing Prospectus notified or gives notice to the Agent(s) in accordance
with Section 4.6 hereof, did not and does not include any information that
conflicted or conflicts with the information contained in the Registration
Statement, the applicable Time of Sale Prospectus or the Prospectus; provided,
however, that no representation, warranty, covenant or agreement is made with
respect to information contained in or omissions from such Permitted Free
Writing Prospectus based upon and in conformity with written information
furnished to the Company by the applicable Agent(s) specifically for use
therein. Each Agent represents, warrants, covenants and agrees that it shall not
prepare and disseminate any Free Writing Prospectus that contains information
that conflicts with the information contained in the Registration Statement, the
applicable Time of Sale Prospectus or the applicable Prospectus.

        4.6     FURTHER ASSURANCES. Each of the Company and the Trust covenants
and agrees that if at any time following issuance of a Permitted Free Writing
Prospectus any event or development occurred or occurs as a result of which such
Permitted Free Writing Prospectus conflicted or conflicts with the information
in the Registration Statement, any applicable Time of Sale Prospectus or the
Prospectus or included or includes an untrue statement of a material fact or
omitted or omits to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, the Company will give prompt notice thereof to the
Agent(s) and, if requested by the Agent(s), will prepare and furnish without
charge to each Agent a Permitted Free Writing Prospectus or other document that
will correct such conflict, statement or omission. In the event that such
conflict, misstatement or omission is based


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<PAGE>


upon and in conformity with written information furnished to the Company by the
applicable Agent(s) specifically for use therein, the applicable Agent(s) shall
use reasonable best efforts to assist the Company in updating such previously
furnished written information.

        4.7     COPIES. The Company will deliver to each Agent, without charge,
such number of copies of each Free Writing Prospectus prepared by or on behalf
of or used or referred to by the Company as each such Agent may reasonably
request. To the extent applicable, each such document furnished to the Agent(s)
will be identical to any electronically transmitted copies thereof filed with
the Commission pursuant to EDGAR, except to the extent permitted by Regulation
S-T.

                                   SECTION 5.

                        CONDITIONS OF AGENT'S OBLIGATIONS


        Each Agent's obligations hereunder are subject to the following
conditions:

        5.1     OPINIONS. On the Settlement Date for the first notes issued
under the Program (the "Initial Settlement Date") and, if applicable, on the
first Settlement Date following each anniversary of the Initial Settlement Date,
except as otherwise indicated in the Distribution Agreement or otherwise agreed
among the Company, the Trust and the Agent(s), the Company and the Trust shall
have made available to the Agent(s) or the Agent(s) shall have received the
following legal opinions, dated as of such Settlement Date and in form and
substance satisfactory to the Agent(s) (which shall be the bookrunning lead
manager(s) in the case of a syndicated issue):

                5.1.1   OPINION OF INTERNAL COUNSEL FOR THE COMPANY. The opinion
        of Internal Counsel for the Company to the effect set forth in Exhibit B
        hereto and to such further effect as the Agent(s) may reasonably
        request;

                5.1.2   OPINION OF COUNSEL FOR THE COMPANY CONCERNING CERTAIN
        CONNECTICUT INSOLVENCY MATTERS. The opinion of Robinson & Cole LLP,
        Connecticut counsel for the Company or other external counsel reasonably
        satisfactory to the Agent(s) (or the bookrunning lead manager(s), in the
        case of a syndicated issue) to the effect set forth in Exhibit C hereto
        and to such further effect as the Agent(s) may reasonably request;

                5.1.3   OPINION OF AGENT APPROVED COUNSEL CONCERNING CERTAIN
        FEDERAL SECURITIES MATTERS. The opinion of Agent Approved Counsel to the
        effect set forth in Exhibit D hereto and to such further effect as the
        Agent(s) may reasonably request;

                5.1.4   OPINION OF AGENT APPROVED COUNSEL CONCERNING CERTAIN NEW
        YORK LAW MATTERS. The opinion of Agent Approved Counsel to the effect
        set forth in


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<PAGE>


        Exhibit E hereto and to such further effect as the Agent(s) may
        reasonably request;

                5.1.5   OPINION OF AGENT APPROVED COUNSEL CONCERNING CERTAIN NEW
        YORK SECURITY INTEREST MATTERS. The opinion of Agent Approved Counsel to
        the effect set forth in Exhibit F hereto and to such further effect as
        the Agent(s) may reasonably request;

                5.1.6   OPINION OF AGENT APPROVED COUNSEL CONCERNING CERTAIN TAX
        MATTERS. The opinion of Agent Approved Counsel to the effect set forth
        in Exhibit G hereto and to such further effect as the Agent(s) may
        reasonably request;

                5.1.7   MEMORANDUM OF AGENT APPROVED COUNSEL CONCERNING CERTAIN
        INSURANCE MATTERS. The memorandum of Agent Approved Counsel to the
        effect set forth in Exhibit H hereto and to such further effect as the
        Agent(s) may reasonably request; PROVIDED, that this memorandum shall
        only be issued on September 9, 2004;

                5.1.8   OPINION OF AGENT APPROVED COUNSEL CONCERNING CERTAIN
        INSURANCE MATTERS. The opinion of Agent Approved Counsel to the effect
        set forth in Exhibit I hereto and to such further effect as the Agent(s)
        may reasonably request; PROVIDED, that this opinion shall only be issued
        on September 9, 2004;

                5.1.9   OPINION OF COUNSEL FOR THE TRUST. The opinion of
        Richards, Layton & Finger P.A. or other external counsel reasonably
        satisfactory to the Agent(s) (or the bookrunning lead manager(s), in the
        case of a syndicated issue), as counsel for the Trust, to the effect set
        forth in Exhibit J hereto and to such further effect as the Agent(s) may
        reasonably request;

                5.1.10  OPINION OF COUNSEL FOR THE DELAWARE TRUSTEE. The opinion
        of Richards, Layton & Finger P.A. or other external counsel reasonably
        satisfactory to the Agent(s) (or the bookrunning lead manager(s), in the
        case of a syndicated issue), as counsel for the Delaware Trustee, to the
        effect set forth in Exhibit K hereto and to such further effect as the
        Agent(s) may reasonably request;

                5.1.11  OPINION OF COUNSEL FOR THE TRUST CONCERNING DELAWARE
        SECURITY INTEREST MATTERS. The opinion of Richards, Layton & Finger P.A.
        or other external counsel reasonably satisfactory to the Agent(s) (or
        the bookrunning lead manager(s), in the case of a syndicated issue), as
        counsel for the Delaware Trustee, to the effect set forth in Exhibit L
        hereto and to such further effect as the Agent(s) may reasonably
        request;

                5.1.12  OPINION OF COUNSEL FOR THE ADMINISTRATOR. The opinion of
        Tannenbaum Helpern Syracuse & Hirschtritt LLP or other external counsel
        reasonably satisfactory to the Agent(s) (or the bookrunning lead
        manager(s), in


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<PAGE>


        the case of a syndicated issue), as counsel for the Administrator, to
        the effect set forth in Exhibit M hereto and to such further effect as
        the Agent(s) may reasonably request;

                5.1.13  OPINION OF COUNSEL FOR THE INDENTURE TRUSTEE. The
        opinion of Cravath, Swaine & Moore LLP or other external counsel
        reasonably satisfactory to the Agent(s) (or the bookrunning lead
        manager(s), in the case of a syndicated issue), as counsel for the
        Indenture Trustee, to the effect set forth in Exhibit N hereto and to
        such further effect as the Agent(s) may reasonably request.

        5.2     NEGATIVE ASSURANCES. On the Initial Settlement Date, on each
date preceding the Settlement Date specified in Section 6.3 hereof, if
applicable, or, in the case of an issuance of Institutional Notes, upon the
request of the Agent(s) (which shall be the bookrunning lead manager(s) in the
case of a syndicated issue) on the Settlement Date, unless otherwise agreed, the
Agent(s) shall have received the following negative assurances, dated as of the
date thereof and in form and substance satisfactory to the Agent(s) (which shall
be the bookrunning lead manager(s) in the case of a syndicated issue and the
Purchasing Agent in the case of an issue of Retail Notes):

                5.2.1   NEGATIVE ASSURANCE OF COMPANY APPROVED COUNSEL. The
        negative assurance letter of Company Approved Counsel (as defined below)
        to the effect set forth in Exhibit O hereto; and

                5.2.2   NEGATIVE ASSURANCE OF AGENT APPROVED COUNSEL. The
        negative assurance letter of Agent Approved Counsel to the effect set
        forth in Exhibit P hereto.

        5.3     COMPANY CERTIFICATE. Unless otherwise agreed, on the Settlement
Date the Agent(s) shall have received a certificate of a vice president of the
Company with responsibility for the funding agreement business dated as of the
date thereof to the effect that (A) to the best of such vice president's
knowledge, there has been no material adverse change in the condition, financial
or otherwise, of the Company and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, (B) the
representations and warranties of the Company herein contained are true and
correct with the same force and effect as though expressly made at and as of the
date of such certificate, (C) the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied at or prior to
the date of such certificate (except to the extent that such non-compliance has
no material effect on the Company's ability to perform the transactions
contemplated by the Distribution Agreement and the Time of Sale Prospectus) and
(D) no stop order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been instituted, are
pending or, to the best of such person's knowledge, are threatened by the
Commission.

        5.4     TRUST CERTIFICATE. Unless otherwise agreed, on the Settlement
Date the Agent(s) shall have received a certificate of an officer of the
Administrator dated as of


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<PAGE>


the date thereof to the effect that (A) to the best of such officer's knowledge,
there has been no material adverse change in the condition, financial or
otherwise, of the Trust, whether or not arising in the ordinary course of
business, (B) the representations and warranties of the Trust herein contained
are true and correct with the same force and effect as though expressly made at
and as of the date of such certificate, (C) the Trust has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
at or prior to the date of such certificate (except to the extent that such
non-compliance has no material effect on the Trust's ability to perform the
transactions contemplated by the Distribution Agreement and the Time of Sale
Prospectus) and (D) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted, are pending or, to the best of such person's knowledge, are
threatened by the Commission.

        5.5     COMFORT LETTER. On the Initial Settlement Date, on each date
preceding the Settlement Date specified in Section 6.4 hereof, if applicable,
or, in the case of an issuance of Institutional Notes, upon the request of the
Agent(s) (or the bookrunning lead manager(s), in the case of a syndicated issue)
on the Settlement Date, unless otherwise agreed, the Agent(s) shall have
received a letter from Deloitte & Touche or its successor, as accountants to the
Company (the "ACCOUNTANTS"), dated as of the date thereof and in form and
substance satisfactory to the Agent(s) (or the bookrunning lead manager(s), in
the case of a syndicated issue) to the effect set forth in Exhibit Q hereto.

        5.6     CONDITIONS TO PURCHASE. The obligations of the Agent(s) to
purchase Notes as principal under the Distribution Agreement are further subject
to the conditions (A) of the accuracy of the representations and warranties, as
of the date on which such representations and warranties were made or deemed to
be made pursuant to Section 1 on the part of the Company and Trust, herein
contained or contained in any certificate of an officer or trustee of the
Company or Trust, respectively, delivered pursuant to the provisions hereof and
the performance and observance by each of the Trust and the Company of its
covenants and other obligations hereunder and (B) that the Registration
Statement has become effective under the 1933 Act and no stop order suspending
the effectiveness of the Registration Statement shall have been issued under the
1933 Act or by any state, and no proceedings for such purpose shall have been
instituted or shall be pending or, to the knowledge of the Company or the Trust,
threatened by the Commission or any state and any request on the part of the
Commission or any state for additional information shall have been complied with
to the reasonable satisfaction of counsel to the Agent(s).

        5.7     NECESSARY DOCUMENTS. Each time the Registration Statement, the
Prospectus, the Institutional Prospectus or the IncomeNotes(sm) Prospectus shall
be amended or supplemented (other than by a pricing supplement) by the filing of
a post-effective amendment with the Commission, including the filing by the
Company of a Form 10-K or Form 10-Q under the Exchange Act, or, if so agreed in
the Distribution Agreement, the Company shall furnish Agent Approved Counsel
with such documents and opinions as may reasonably be required for the purpose
of enabling such Agent Approved Counsel to pass upon the issuance and sale of
Notes as herein contemplated, or in order to evidence


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<PAGE>


the accuracy and completeness of any of the representations and warranties, or
the fulfillment of any of the conditions, contained herein; and all proceedings
taken by the Company and the Trust in connection with the issuance and sale of
Notes as herein contemplated shall be reasonably satisfactory in form and
substance to the Agent(s) and Agent Approved Counsel.

        5.8     FAILURE TO SATISFY CONDITIONS. If any condition specified in
this Section 5 shall not have been fulfilled when and as required to be
fulfilled, the Distribution Agreement may be terminated by any Agent (as to
itself only) by notice to the Company and the Trust at any time and any such
termination shall be without liability of any party to any other party except as
provided in Section 12 hereof and except that Section 7, Section 8.2, Section 10
and Section 11 hereof shall survive any such termination and remain in full
force and effect.

                                   SECTION 6.

           REGISTRATION STATEMENT AMENDMENTS; COMPANY PERIODIC REPORTS

        6.1     AFFIRMATION OF REPRESENTATIONS AND WARRANTIES. The execution of
the Distribution Agreement and the delivery of the Notes to an Agent shall be
deemed to be an affirmation that the representations and warranties of the Trust
and the Company made to the Agent(s) and in any certificate theretofore
delivered pursuant hereto are true and correct at the time of such acceptance or
sale, as the case may be, and an undertaking that such representations and
warranties will be true and correct at the time of delivery to the Agent(s) of
the Notes relating to such acceptance or sale as though made at and as of each
such time (and it is understood that such representations and warranties shall
relate to the Registration Statement, the Prospectus and the Time of Sale
Prospectus as amended and supplemented to each such time).

        6.2     SUBSEQUENT DELIVERY OF COMPANY CERTIFICATE AND TRUST
CERTIFICATE. In the event that:

                6.2.1   the Registration Statement, the Institutional Prospectus
        or the IncomeNotes(sm) Prospectus has been amended or supplemented
        (other than (a) by an amendment or supplement providing solely for the
        determination of the variable terms of the notes issued pursuant to the
        Registration Statement or (b) in connection with the filing of any
        report under Section 13 or 15(d) of the 1934 Act) (each, a "REGISTRATION
        STATEMENT AMENDMENT"), or

                6.2.2   the Company has filed, pursuant to the 1934 Act, its
        quarterly report on Form 10-Q or annual report on Form 10-K, as the case
        may be (each, a "COMPANY PERIODIC REPORT"),

        then each of the Company and the Trust shall furnish or cause to be
        furnished to the Agent(s) promptly upon such Registration Statement
        Amendment or


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<PAGE>


        Company Periodic Report, as applicable, a certificate dated the date of
        filing or effectiveness of the Registration Statement Amendment, as
        applicable, or the date of the Company Periodic Report, as the case may
        be, in a form reasonably satisfactory to the Agent(s) to the effect that
        the statements contained in the certificates respectively referred to in
        Section 5.2 and Section 5.3 hereof which were last furnished to the
        Agent(s) are true and correct in all material respects at the date of
        filing or effectiveness of the Registration Statement Amendment, as
        applicable, or the date of the Company Periodic Report, as the case may
        be, as though made at and as of such date or, in lieu of such
        certificate, a certificate of substantially the same tenor as the
        certificates referred to in Section 5.2 and Section 5.3 hereof, modified
        as necessary to relate to the Registration Statement Amendment or
        Company Periodic Report to the date of delivery of such certificate.

        6.3     SUBSEQUENT DELIVERY OF NEGATIVE ASSURANCES. In the event of:

                6.3.1   a Registration Statement Amendment, or

                6.3.2   a Company Periodic Report,

then the Company and the Trust shall furnish or cause to be furnished to the
Agent(s), promptly upon such Registration Statement Amendment or Company
Periodic Report, as the case may be, the negative assurance of external counsel
selected by the Company and reasonably satisfactory to the Agent(s) or internal
legal counsel to the Company which shall be at least an Associate Counsel to the
Company (in either case, the "COMPANY APPROVED COUNSEL") and the negative
assurance of Agent Approved Counsel, each dated the date of filing or
effectiveness of such Registration Statement Amendment, as applicable, or the
date of the Company Periodic Report, as the case may be, in form and substance
satisfactory to the Agent(s), of substantially the same tenor as the negative
assurances referred to in Section 5.2.1 and Section 5.2.2 hereof, respectively,
but modified, as necessary, to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of delivery of such negative
assurance or, in lieu of such negative assurance, counsel last furnishing such
negative assurance to the Agent(s) shall furnish such Agent(s) with a letter
substantially to the effect that the Agent(s) may rely on such last negative
assurance to the same extent as though it was dated the date of such letter
authorizing reliance (except that statements in such last negative assurance
shall be deemed to relate to the Registration Statement and the Prospectus as
amended and supplemented to the time of delivery of such letter authorizing
reliance).

        6.4     SUBSEQUENT DELIVERY OF COMFORT LETTER. In the event of:

                6.4.1   a Registration Statement Amendment, or

                6.4.2   a Company Periodic Report,


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<PAGE>


then the  Company  shall  cause the  Accountants  forthwith  to  furnish  to the
Agent(s),  promptly  upon  such  Registration  Statement  Amendment  or  Company
Periodic  Report,  as the case may be, a  letter,  dated  the date of  filing or
effectiveness of such Registration  Statement Amendment,  as applicable,  or the
date of the  Company  Periodic  Report,  as the case may be, in form  reasonably
satisfactory  to the  Agent(s),  of  substantially  the same tenor as the letter
referred  to in Section 5.5 hereof but  modified  to relate to the  Registration
Statement and Prospectus as amended and supplemented to the date of such letter;
PROVIDED HOWEVER, that if the Registration Statement or Prospectus is amended or
supplemented solely to include unaudited  financial  information as of and for a
fiscal  quarter,  the  Accountants  may limit  the  scope of such  letter to the
unaudited financial statements included in such amendment or supplement.

                                   SECTION 7.

                        INDEMNIFICATION AND CONTRIBUTION

        7.1     The Company agrees to indemnify and hold harmless each Agent,
its officers and directors and each person, if any, who controls such Agent
within the meaning of Section 15 of the 1933 Act against any and all loss,
liability, claim, damage and expense whatsoever, as incurred, arising out of an
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto) or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading, or arising out of an untrue
statement or alleged untrue statement of a material fact included in any
preliminary prospectus, the Time of Sale Prospectus, the Prospectus (or any
amendment or supplement thereto) or any Permitted Free Writing Prospectus or the
omission or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading; PROVIDED, HOWEVER, that this indemnity does not apply to
(i) any loss, liability, claim, damage or expense to the extent arising out of
an untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information furnished to the Company or
Trust in writing by such Agent expressly for use in the Registration Statement
(or any amendment thereto) or any preliminary prospectus, the Time of Sale
Prospectus or the Prospectus (or any amendment or supplement thereto) or any
Permitted Free Writing Prospectus, or (ii) any loss, liability, claim, damage or
expense arising out of any statements in or omissions from that part of the
Registration Statement which constitutes the Statements of Eligibility (Form
T-1) under the 1939 Act of the Indenture Trustee.

        7.2     Each Agent agrees, severally but not jointly, to indemnify and
hold harmless the Company, the Trust and each of their respective directors,
officers and trustees (if applicable) that signed the Registration Statement and
each person, if any, who controls the Company or Trust within the meaning of
Section 15 of the 1933 Act, against any and all loss, liability, claim, damage
and expense described in the indemnity contained in Section 7.1 hereof, as
incurred, but only with respect to untrue statements or omissions,


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or alleged untrue statements or omissions, made in the Registration Statement
(or any amendment thereto) or any Permitted Free Writing Prospectus or any
preliminary prospectus, the Time of Sale Prospectus or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with
information furnished to the Company or the Trust in writing by such Agent
expressly for use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus, such Time of Sale Prospectus or the Prospectus (or
any amendment or supplement thereto) or any such Permitted Free Writing
Prospectus.

        7.3     Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of this indemnity agreement. In the case of
parties indemnified pursuant to Section 7.1 hereof, counsel to the indemnified
parties shall be selected by the Company and, in the case of parties indemnified
pursuant to Section 7.2 hereof, counsel to the indemnified parties shall be
selected by the Agent(s). Counsel to the indemnifying party may, with the
consent of the indemnified party, also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances.

        No indemnifying party shall, without the prior written consent of the
indemnified parties, which consent shall not be unreasonably withheld, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 7 (whether or
not the indemnified parties are actual or potential parties thereto); unless
such settlement, compromise or consent (i) is for monetary damages only, (ii)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (iii)
does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.

        7.4     If the indemnification provided for in Section 7 hereof is for
any reason unavailable to or insufficient to hold harmless an indemnified party
in respect of any losses, liabilities, claims, damages or expenses referred to
therein (other than as provided therein), then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company, on one hand, and the Agent(s), on the other hand, from the offering of
the Notes, as the case may be, that were the subject of the claim for
indemnification or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such


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proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company and Trust, on
one hand, and the Agent(s), on the other hand, in connection with the statements
or omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

        The relative benefits received by the Company, on the one hand, and the
Agent(s), on the other hand, in connection with the offering of the Notes, as
the case may be, that were the subject of the claim for indemnification shall be
deemed to be in the same respective proportions as the total net proceeds from
the offering of such Notes (before deducting expenses) received by the Trust and
the total discount received by the Agent(s), as the case may be, bears to the
aggregate initial offering price of such Notes.

        The relative fault of the Company and the Trust, on one hand, and the
Agent(s), on the other hand, shall be determined by reference to, among other
things, whether any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Trust, on one hand, or by the Agent(s), on the
other hand, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

        The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7.4 were determined by pro rata allocation
(even if the Agent(s) were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this Section 7.4. The aggregate amount of
losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section 7.4 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any applicable untrue or alleged
untrue statement or omission or alleged omission.

        Notwithstanding the provisions of this Section 7.4, (i) no Agent shall
be required to contribute any amount in excess of the amount by which the total
price, at which the Notes underwritten by such Agent and distributed to the
public, were offered to the public exceeds the amount of any damages which such
Agent has otherwise been required to pay by reason of any applicable untrue or
alleged untrue statement or omission or alleged omission and (ii) no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. In addition, in connection with an
offering of Notes purchased from the Trust by two or more Agent(s) as principal,
the respective obligations of such Agent(s) to contribute pursuant to this
Section 7.4 are several, and not joint, in proportion to the aggregate principal
amount of Notes that each such Agent has agreed to purchase from the Trust.

        For purposes of this Section 7.4, each director and officer of an agent
and each person, if any, who "controls," within the meaning of Section 15 of the
1933 Act, an


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Agent, shall have the same rights to contribution as such Agent, and each
director, officer and trustee (if applicable) of the Company or Trust, as
applicable, and each person, if any, who "controls," within the meaning of
Section 15 of the 1933 Act, the Company or Trust, shall have the same rights to
contribution as the Company or Trust, as applicable.

                                   SECTION 8.

                                   TERMINATION

        8.1     TERMINATION OF AGREEMENT TO PURCHASE NOTES AS PRINCIPAL. The
Agent(s) (or the bookrunning lead manager(s), in the case of a syndicated issue)
may terminate any agreement by such Agent(s) (and any other Agent(s), in the
case of a syndicated issue) to purchase Notes immediately upon written notice to
the Trust and the Company, at any time on or prior to the Settlement Date
relating thereto, if (i) there has been, since the time of such agreement or
since the respective dates as of which information is given in the Time of Sale
Prospectus, any material adverse change in the condition, financial or
otherwise, of (1) the Company and its subsidiaries considered as one enterprise,
or (2) the Trust, in each case, whether or not arising in the ordinary course of
business, or (ii) there has occurred any material adverse change in the
financial markets in the United States or any outbreak of hostilities or major
escalation of existing hostilities or other calamity or crisis or any similar
major change or event (including, without limitation, an act of terrorism)
involving a prospective change in national or international political, financial
or economic conditions, in each case the effect of which is such as to make it,
in the reasonable judgment of the Agent(s) (or the bookrunning lead manager(s),
in the case of a syndicated issue) after consultation with the Company,
impracticable to market such Notes or enforce contracts for the sale of such
Notes, (iii) trading in any securities of The Hartford Financial Services Group,
Inc. (the "Corporation"), the Company, or Trust has been suspended or materially
limited by the Commission or The New York Stock Exchange, or if trading
generally on The New York Stock Exchange or the American Stock Exchange or in
the Nasdaq National Market has been suspended or materially limited, in each
case the effect of which is such as to make it, in the reasonable judgment of
the Agent(s) (or bookrunning lead manager(s), in the case of a syndicated issue)
after consultation with the Company, impracticable to market such Notes or
enforce contracts for the sale of such Notes, (iv) a banking moratorium has been
declared by either Federal or New York authorities or a material disruption has
occurred in commercial banking or securities settlement or clearance services in
the United States, in each case the effect of which is such as to make it, in
the reasonable judgment of the Agent(s) (or bookrunning lead manager(s), in the
case of a syndicated issue) after consultation with the Company, impracticable
to market such Notes or enforce contracts for the sale of such Notes or (v) the
rating assigned by any nationally recognized statistical rating organization to
the Program, any notes issued pursuant to the Registration Statement or any debt
securities (including the Notes) of the Trust or any securities or the financial
strength of the Company as of the date of such agreement shall have been lowered
or withdrawn since that date or if any such rating organization shall have
publicly announced that it has under surveillance or review its rating of the
Program, any notes issued pursuant to the


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Registration Statement or any such debt securities (including the Notes) of the
Trust or any securities or the financial strength of the Company.

        8.2     GENERAL. In the event of any termination under Section 8.1
above, neither party will have any liability to the other party hereto, except
that the covenant set forth in Section 2.3.7 hereof, the indemnity and
contribution agreements set forth in Section 7 hereof, the provisions of Section
10 and Section 11 hereof and the provisions of Section 12 hereof shall remain in
effect.

                                   SECTION 9.

                                     NOTICES

        Except as otherwise specifically provided herein, all statements,
requests, notices and advices hereunder shall be in writing, or if by telephone,
promptly confirmed in writing, and if to an Agent shall be sufficient in all
respects if delivered in person or sent by facsimile transmission (confirmed in
writing), or registered mail to such Agent at its address or facsimile number
set forth in the Distribution Agreement and if to the Company or the Trust shall
be sufficient in all respects if delivered or sent by facsimile transmission
(confirmed in writing) or registered mail to the Company or the Trust at the
applicable address specified below. All such notices shall be effective on
receipt.

        If to the Company:

        Hartford Life Insurance Company
        200 Hopmeadow Street
        Simsbury, Connecticut  06070

        Or, if by U.S. Mail, to:

        PO Box 2999
        Hartford Connecticut,  06102
        Attn:  Ken A. McCullum,
        Vice President and Actuary
        Telephone:  860-843-3169
        Facsimile:  860-843-5775

        With a copy to:

        Hartford Life Insurance Company
        200 Hopmeadow Street
        Simsbury, Connecticut  06070


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        Or, if by U.S. Mail, to:

        P.O. Box 2999
        Hartford Connecticut,  06102
        Attn:  Alan Kreczko,
        Deputy General Counsel
        Telephone:  860-843-6213
        Facsimile:  860-843-8665

        If to the Trust:

        Hartford Life Global Funding (followed by the
        number of the Trust designated in the Distribution Agreement)
        c/o Wilmington Trust Company
        Rodney Square North
        1100 North Market Street
        Wilmington, DE  19890-0001
        Attn:  Corporate Trust Administration
        Telephone:  (302) 636-4140

        and:

        Hartford Life Global Funding (followed by the number of the Trust
        designated in the Distribution Agreement)
        c/o AMACAR Pacific Corporation
        6525 Morrison Blvd, Suite 318
        Charlotte, North Carolina  28211
        Attn:  Douglas Johnson, President
        Telephone:  704-365-0569
        Facsimile:  704-365-1632

        If to the Purchasing Agent:

        Bear Stearns & Co. Inc.
        383 Madison Avenue
        New York, New York  10179
        Attn:  Frank "Chip" Gillis
        Telephone:  (212) 272-2244
        Facsimile:  (212) 272-0543


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        With a copy to:

        Bear Stearns & Co. Inc.
        383 Madison Avenue
        New York, New York  10179
        Attn:  HG Capital Markets
        Telephone:  (212) 272-3352
        Facsimile:  (212) 272-2619

        If to the Agents:

        To each Agent at the address specified in ANNEX I or as otherwise
        indicated in the Distribution Agreement


        or at such other address as such party may designate from time to time
        by notice duly given in accordance with the terms of this Section 9.

                                  SECTION 10.

                                     PARTIES

        The Distribution Agreement shall be binding upon the Agent(s), the Trust
and the Company, and inure solely to the benefit of the Agent(s), the Trust and
the Company and any other person expressly entitled to indemnification hereunder
and the respective personal representatives, successors and assigns of each, and
no other person shall acquire or have any rights under or by virtue of the
Distribution Agreement.

                                   SECTION 11.

                                  GOVERNING LAW

        PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
OF NEW YORK, THE DISTRIBUTION AGREEMENT AND ALL THE RIGHTS AND OBLIGATIONS OF
THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.

                                   SECTION 12.

                                FEES AND EXPENSES

        12.1    COMPANY LIABILITY FOR PROGRAM EXPENSES. The Company will pay the
expenses of the Program, either directly, pursuant to the Distribution Agreement
(including through the performance of the obligations of the Company and the
Trust), or


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through one or more Expense and Indemnity Agreements (as defined in the
Indenture), including the following:

                (i)     the preparation, filing, printing and delivery of the
        Registration Statement and any amendments and supplements thereto;

                (ii)    fees and expenses relating to the issuance of Notes and
        the cost of obtaining CUSIP or other identification numbers for the
        Notes;

                (iii)   the fees and certain other disbursements of the Delaware
        Trustee, the Administrator, the Indenture Trustee and other Trust
        service providers;

                (iv)    the fees charged by the nationally recognized
        statistical rating organizations selected for the rating of the Program
        and the Notes;

                (v)     the fees and disbursements of the Company's accountants,
        counsel and other advisors or agents;

                (vi)    the qualification of the Notes under securities laws in
        accordance with the provisions of Section 2.1.2 hereof, including filing
        fees and the fees and disbursements of counsel for the Agents incurred
        in connection with the preparation and delivery any blue sky memorandum
        to be delivered subsequent to the Initial Settlement Date as reasonably
        requested by the applicable Agent;

                (vii)   the filing fees incident to the review of the program,
        if any, by the National Association of Securities Dealers, Inc.;

                (viii)  the fees and expenses incurred in connection with any
        listing of Notes on a securities exchange; and

                (ix)    any costs and expenses (including, without limitation,
        any damages or other amounts payable in connection with legal or
        contractual liability) resulting directly from the reforming of any
        contracts for any sale of Notes made by an Agent caused by a breach of
        the representation contained in the sixth sentence of Section 1.3.2
        hereof (including the application of clause (B) of Section 1.3.2
        hereof).

        12.2    EXPENSES OF AGENTS. The Company shall agree to pay or reimburse
an Agent for certain expenses such Agent may incur in connection with the
Program. Such expenses shall be paid or reimbursed only to the extent described
in the Distribution Agreement or other written agreement between the Company and
such Agent. Each Agent agrees that, except as provided in the Distribution
Agreement or other written agreement, each Agent is responsible for its own
expenses.

        12.3    OBLIGATIONS OF TRUST LIMITED. The Trust shall have no obligation
to pay or reimburse any Agent for any expenses such Agent incurs in connection
with the Distribution Agreement or the Program.


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        12.4    REIMBURSEMENT AFTER TERMINATION. In the event that the proposed
offering of Notes is not completed pursuant to Section 8.1, the Company will
reimburse the Agent(s) for the expenses set forth in the Distribution Agreement
and any other written agreement between the Company and such Agent(s).

                                  SECTION 13.

                                  MISCELLANEOUS

        13.1    POWER OF ATTORNEY. If the Distribution Agreement is executed by
or on behalf of any party, such person hereby states that at the time of the
execution of the Distribution Agreement such person has no notice of revocation
of the power of attorney by which he has executed the Distribution Agreement as
such attorney.

        13.2    COUNTERPARTS. The Distribution Agreement may be executed by each
of the parties hereto in any number of counterparts, and by each of the parties
hereto on separate counterparts, each of which counterparts, when so executed
and delivered, shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. Facsimile signatures
shall be deemed original signatures.

        13.3    AMENDMENT. The Distribution Agreement may be amended or
supplemented if, but only if, such amendment or supplement is in writing and is
signed by the Company, the Trust, and the Agent(s).

        13.4    LIMITATION OF DELAWARE TRUSTEE LIABILITY. Notwithstanding any
provision hereof to the contrary, it is expressly understood and agreed by the
parties that (a) the Distribution Agreement is executed and delivered by
Wilmington Trust Company, not individually or personally, but solely as Delaware
Trustee, in the exercise of the powers and authority conferred and vested in it,
pursuant to the Trust Agreement, (b) each of the representations, undertakings
and agreements herein made on the part of the Trust is made and intended not as
personal representations, undertakings and agreements by the Delaware Trustee
but is made and intended for the purpose of binding only the Trust, (c) nothing
herein contained shall be construed as creating any liability on the Delaware
Trustee, individually or personally, to perform any covenant either expressed or
implied contained herein, all such liability, if any, being expressly waived by
the parties hereto and by any person claiming by, through or under the parties
hereto, and (d) under no circumstances shall the Delaware Trustee be personally
liable for the payment of any indebtedness or expenses of the Trust or be liable
for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Trust under the Distribution Agreement or any
other related documents.


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                      LIST OF EXHIBITS, SCHEDULES AND ANNEX

EXHIBITS

Exhibit A   Form of Master Selected Dealer Agreement

Exhibit B   Opinion of Internal Counsel for the Company

Exhibit C   Opinion of Counsel for the Company Concerning Connecticut
            Insolvency Law

Exhibit D   Opinion of Agent Approved Counsel Concerning Federal Securities
            Law

Exhibit E   Opinion of Agent Approved Counsel Concerning New York Law

Exhibit F   Opinion of Agent Approved Counsel Concerning New York Security
            Interests

Exhibit G   Opinion of Agent Approved Counsel Concerning Tax

Exhibit H   Memorandum of Agent Approved Counsel Concerning Insurance

Exhibit I   Opinion of Agent Approved Counsel Concerning Insurance

Exhibit J   Opinion of Counsel for the Trust

Exhibit K   Opinion of Counsel for the Delaware Trustee

Exhibit L   Opinion of Counsel for the Trust Concerning Delaware Security
            Interests

Exhibit M   Opinion of Counsel for the Administrator

Exhibit N   Opinion of Counsel for the Indenture Trustee

Exhibit O   Negative Assurance of Company Approved Counsel

Exhibit P   Negative Assurance of Agent Approved Counsel

Exhibit Q   Comfort Letter from Accountants to the Company


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SCHEDULES

Schedule 1  Discount Determination for Purchasing Agent (Retail Notes)

Schedule 2  Discount Determination for Agents (Institutional Notes)




ANNEX

Annex I     Notice Information of Agents




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