Exhibit 4.1

HARTFORD LIFE INSURANCE COMPANY
PRINCIPAL PROTECTED MEDIUM-TERM NOTES LINKED TO THE DOW JONES INDUSTRIAL
AVERAGE(SM) (80%) AND THE MSCI EAFE(R) INDEX (20%)


THIS NOTE IS A GLOBAL  NOTE  WITHIN THE  MEANING OF THE  INDENTURE  (HEREINAFTER
DEFINED)  AND IS  REGISTERED  IN THE NAME OF A  DEPOSITARY  (AS  DEFINED  IN THE
INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED  IN THE NAME OF A PERSON  OTHER THAN THE  DEPOSITARY  OR ITS  NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,  AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE  DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE  DEPOSITARY)  MAY BE REGISTERED  EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY
TRUST  COMPANY,  A NEW YORK  CORPORATION  ("DTC"),  TO THE COMPANY  (HEREINAFTER
DEFINED) OR ITS AGENT FOR  REGISTRATION  OF TRANSFER,  EXCHANGE OR PAYMENT,  AND
UNLESS ANY  CERTIFICATE  ISSUED IS  REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH  OTHER  ENTITY AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


REGISTERED NO.: 407344 CUSIP NO.: 4165X2AL0 PRINCIPAL AMOUNT: U.S. $7,952,000.00

                         HARTFORD LIFE INSURANCE COMPANY

                        EQUITY INDEXED MEDIUM-TERM NOTES

<TABLE>
<S>                                                        <C>
Issuance Date:  March 6, 2006                              Note Linked to Securities of One or More Issuers, One or More
Issue Price:  100%                                         Currencies, One or More Commodities, One or More Indices, or
Stated Maturity Date:  September 20, 2012                  any Other Instrument(s) or Measure(s) or Baskets of any of the
Settlement Date:  March 6, 2006                            Foregoing:  [X] Yes [ ] No
Securities Exchange Listing:  [ ] Yes [X] No. If yes,        Supplemental Payment(s):  [X] Yes [ ] No
indicate name(s) of Securities Exchange(s):                  Relevant Index or Indices:  Dow Jones Industrial Average(SM) (80%) (the
__________________________________________.                    "Dow Index") and the MSCI EAFE(R) Index (20%) (the "EAFE Index")
Depositary:  The Depository Trust Company                      Initial Index Level(s):  Dow Index:  12,216.24
Authorized Denominations:  $1,000 and integrals thereof                                 EAFE Index:  2,150.11
Specified Currency:   U.S. Dollars                             Index Valuation Date(s):  Each September 20th from 2007 through 2011
Amortizing Note:  [ ] Yes [X] No. If yes,                        and September 13, 2012.
  Amortization schedule or formula:                            Off-Set Amount:  N/A
  Additional/Other Terms                                       Participation Rate:  105%
Discount Note:  [ ] Yes [X] No. If yes,                        Maximum Supplemental Payment, if any:  N/A
  Total Amount of Discount:                                    Minimum Supplemental Payment:  20% of the principal amount
  Initial Accrual Period of Discount:                          Periodic Interest Note:  [ ] Yes [X] No. If yes,
  Interest Payment Dates:                                        Interest Rate:  N/A
  Additional/Other Terms:                                        Interest Payment Dates: N/A
Redemption Provisions:  [ ] Yes [X] No. If yes,                  Day Count Convention:  N/A
  Initial Redemption Date:                                       Regular Records Date(s):  N/A
  Redemption Dates:                                          Calculation Agent:  Wachovia Bank, National Association
  Initial Redemption Percentage:                             Additional/Other Terms:  See attached Supplemental Payment Schedule
  Annual Redemption Percentage Reduction, if any:          Sinking Fund:  None
  Additional/Other Terms:                                  Survivor's Option:  [ ] Yes [X] No. If yes, Survivor's Option Rider is
Aggregate Principal Amount of the Series:  $7,952,000.00       attached and is incorporated into this Note.
</TABLE>


                                      1-1           Issuance Date: March 6, 2007
<PAGE>

HARTFORD LIFE INSURANCE COMPANY
PRINCIPAL PROTECTED MEDIUM-TERM NOTES LINKED TO THE DOW JONES INDUSTRIAL
AVERAGE(SM) (80%) AND THE MSCI EAFE(R) INDEX (20%)

         Hartford Life Insurance Company (the "COMPANY"), for value received,
hereby promises to pay to Cede & Co., or its registered assigns, the Principal
Amount specified above plus the Supplemental Payment, if any, specified below on
the Stated Maturity Date specified above and, if so specified above, to pay
interest thereon from the Issuance Date specified above or from the most recent
Interest Payment Date specified above to which interest has been paid or duly
provided for at the rate per annum as specified above, until the principal
hereof is paid or made available for payment. Unless otherwise set forth above
under "Specified Currency," payments of principal, premium, if any, and interest
hereon will be made in the lawful currency of the United States of America
("U.S. DOLLARS" or "UNITED STATES DOLLARS"). The "PRINCIPAL AMOUNT" of this Note
at any time means (1) if this Note is a Discount Note (as hereinafter defined),
the Amortized Face Amount (as hereinafter defined) at such time (as defined in
Section 3(c) on the reverse hereof) and (2) in all other cases, the Principal
Amount hereof. Capitalized terms not otherwise defined herein shall have their
meanings set forth in the Indenture, dated as of September 8, 2006, (the
"INDENTURE"), between The Bank of New York Trust Company, N.A. (successor to
JPMorgan Chase Bank, N.A.), as the indenture trustee (the "INDENTURE TRUSTEE"),
and the Company, as amended or supplemented from time to time, or on the face
hereof.

         This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under the Indenture and reference is hereby made to the Indenture for a
statement of the respective rights, limitation of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered.

This Note will mature on the Stated Maturity Date, unless its principal (or any
installment of its principal) becomes due and payable prior to the Stated
Maturity Date, whether, as applicable, by the declaration of acceleration of
maturity, notice of redemption by the Company or otherwise; provided, that if
the Stated Maturity Date is not a Business Day, then the Maturity Date will be
the next succeeding Business Day following such Stated Maturity Date and any
payment of interest due on the Stated Maturity Date will be made on the Maturity
Date as adjusted, with the same force and effect as if made on the Stated
Maturity Date, but no additional interest shall accrue or be payable as a result
of the delayed payment; provided, further, that if due to a Market Disruption
Event or otherwise, the final Index Valuation Date is postponed so that it falls
less than three Business Days prior to or following the Stated Maturity Date,
the Maturity Date will be the third Business Day following the final Index
Valuation Date. (Any date on which this Note becomes due and payable, whether
prior or subsequent to the Stated Maturity Date is referred to as the "MATURITY
DATE").

If the Stated Maturity Date is postponed due to postponement of the Index
Valuation Date as described above, the Company shall give written notice of such
postponement and, once it has been determined, of the date to which the Maturity
Date has been rescheduled to the Indenture Trustee and the Paying Agent at their
New York offices, on which notices the Indenture Trustee and the Paying Agent
may conclusively rely. These notices shall be given no later than (i) with
respect to notice of the postponement of the Stated Maturity Date, the Business
Day immediately following the scheduled Index Valuation Date; and (ii) with
respect to notice of the date to which the Maturity Date has been rescheduled,
the Business Day immediately following the actual Index Valuation Date for
determining the Ending Index Level.


                                      1-2           Issuance Date: March 6, 2007
<PAGE>

HARTFORD LIFE INSURANCE COMPANY
PRINCIPAL PROTECTED MEDIUM-TERM NOTES LINKED TO THE DOW JONES INDUSTRIAL
AVERAGE(SM) (80%) AND THE MSCI EAFE(R) INDEX (20%)

A "DISCOUNT NOTE" is any Note that has an Issue Price that is less than 100% of
the Principal Amount thereof by more than a percentage equal to the product of
0.25% and the number of full years to the Stated Maturity Date.

         Unless otherwise specified above, the interest payable on each Interest
Payment Date or the Maturity Date will be the amount of interest accrued from
and including the Issuance Date or from and including the last Interest Payment
Date to which interest has been paid or duly provided for, as the case may be,
to, but excluding, such Interest Payment Date or the Maturity Date, as the case
may be.

         Unless otherwise specified above, the interest payable on any Interest
Payment Date will be paid to the Holder on the Regular Record Date for such
Interest Payment Date, which Regular Record Date shall be the fifteenth (15th)
calendar day, whether or not a Business Day, immediately preceding the related
Interest Payment Date; provided that, notwithstanding any provision of the
Indenture to the contrary, interest payable on any Maturity Date shall be
payable to the Person to whom principal shall be payable; and provided, further,
that unless otherwise specified above, in the case of a Note initially issued
between a Regular Record Date and the Interest Payment Date relating to such
Regular Record Date, interest for the period beginning on the Issuance Date and
ending on such Interest Payment Date shall be paid on the Interest Payment Date
following the next succeeding Regular Record Date to the Holder on such next
succeeding Regular Record Date.

         Payments of principal of, and premium, if any, and interest and other
amounts due and owing, if any, will be made through the Indenture Trustee to the
account of DTC or its nominee and will be made in accordance with depositary
arrangements with DTC.

         Unless otherwise specified on the face hereof, the Holder hereof will
not be obligated to pay any administrative costs imposed by banks in making
payments in immediately available funds by the Company. Unless otherwise
specified on the face hereof, any tax assessment or governmental charge imposed
upon payments hereunder, including, without limitation, any withholding tax,
will be borne by the Holder hereof.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

         Unless the certificate of authentication hereon shall have been
executed by the Indenture Trustee pursuant to the Indenture, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


                                      1-3           Issuance Date: March 6, 2007
<PAGE>

HARTFORD LIFE INSURANCE COMPANY
PRINCIPAL PROTECTED MEDIUM-TERM NOTES LINKED TO THE DOW JONES INDUSTRIAL
AVERAGE(SM) (80%) AND THE MSCI EAFE(R) INDEX (20%)

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, by manual or facsimile signature.



                                        HARTFORD LIFE INSURANCE COMPANY

Dated: March 6, 2007
                                        By: /s/ Jeffrey L. Johnson
                                            ------------------------------
                                            Authorized Officer







                          CERTIFICATE OF AUTHENTICATION

         This is one of the Notes of Hartford Life Insurance Company referred to
in the within-mentioned Indenture.



                                        THE BANK OF NEW YORK TRUST COMPANY, N.A.
                                        As Indenture Trustee

Dated: March 6, 2007
                                        By: /s/ Richard C. Tarnas
                                            ------------------------------
                                            authorized signatory


                                      1-4           Issuance Date: March 6, 2007
<PAGE>

                                [REVERSE OF NOTE]

         Section 1. GENERAL. This Note is one of a duly authorized issue of
Notes of the Company. The Notes of this series are issued pursuant to the
Indenture.

         Section 2. CURRENCY. This Note is denominated in, and payments of
principal, premium, if any, and/or interest, if any, will be made in the
Specified Currency specified on the face hereof.

         Section 3. DETERMINATION OF INTEREST AMOUNTS AND CERTAIN OTHER TERMS.

         (a)      PERIODIC INTEREST NOTES. If this Note is designated on the
face hereof as a Periodic Interest Note:

                  (i)      This Note will bear interest at the rate per annum
         specified on the face hereof. Interest on this Note will be computed on
         the basis of a 360-day year of twelve 30-day months.

                  (ii)     Unless otherwise specified on the face hereof, the
         Interest Payment Dates for this Note will be as follows:

                           Interest
                           Payment Frequency   Interest Payment Dates
                           -----------------   ---------------------------------

                           Monthly             Fifteenth day of each calendar
                                               month, beginning in the first
                                               calendar month following the
                                               month this Note was issued.

                           Quarterly           Fifteenth day of every third
                                               calendar month, beginning in the
                                               third calendar month following
                                               the month this Note was issued.

                           Semi-annual         Fifteenth day of every sixth
                                               calendar month, beginning in the
                                               sixth calendar month following
                                               the month this Note was issued.

                           Annual              Fifteenth day of every twelfth
                                               calendar month, beginning in the
                                               twelfth calendar month following
                                               the month this Note was issued.

                  (iii)    If any Interest Payment Date or the Maturity Date of
         this Note falls on a day that is not a Business Day, the Company will
         make the required payment of principal, premium, if any, and/or
         interest or other amounts on the next succeeding Business Day, and no
         additional interest will accrue in respect of the payment made on that
         next succeeding Business Day.


                                      2-1           Issuance Date: March 6, 2007
<PAGE>

         (b)      SUPPLEMENTAL  PAYMENTS.  If this Note is specified on the face
hereof  as a "Note  Linked to  Securities  of One or More  Issuers,  One or More
Currencies,  One or More  Commodities,  Indices,  or any other  Instrument(s) or
Measure(s)  or  Baskets  of any of the  Foregoing"  and as having  "Supplemental
Payment(s)," a Supplemental Payment shall be payable on the Stated Maturity Date
or a later  Maturity Date and shall be determined  by the  Calculation  Agent by
reference  to the relevant  index or  indicies,  as specified on the face hereof
(the "Relevant Index"), and payment of principal, premium, if any, and interest,
if any, on this Note shall be made as set forth below.

                  (i)      DETERMINATION  OF THE  SUPPLEMENTAL  PAYMENT:  On the
         Index  Valuation  Date or  Dates  set  forth on the  face  hereof,  the
         Calculation  Agent will  determine  the closing  level of the  Relevant
         Index (each a "Periodic  Valuation Level").  If there is a single Index
         Valuation  Date, the Periodic  Valuation  Level as of that date will be
         the Ending Index Level. If there is more than one Index Valuation Date,
         the Calculation  Agent will determine the closing level of the Relevant
         Index for each such day and the  arithmetic  average  of the sum of the
         Periodic  Valuation  Levels,  divided by the number of Index  Valuation
         Dates.  This average  will be the "Ending  Index  Level".  The "closing
         level" of the Relevant  Index on any Trading Day means the level of the
         Relevant Index at the regular  official  weekday close of the principal
         trading  session(s)  of the  relevant  exchange(s)  or  market(s)  (the
         "Relevant Exchanges") for the stocks or other securities or instruments
         included  in the  Relevant  Index or any  Successor  Index (as  defined
         below).  (As used herein,  a "Trading Day" is a day on which trading is
         generally  conducted  on the New  York  Stock  Exchange  ("NYSE"),  the
         American  Stock  Exchange  LLC (the  "AMEX"),  the NASDAQ  Stock Market
         and/or any relevant  exchange or market for the Successor Index, all as
         determined  by the  Calculation  Agent.)  Prior to the Stated  Maturity
         Date, the  Calculation  Agent will determine the Index Return using the
         following formula:

                       (ENDING INDEX LEVEL - INITIAL INDEX LEVEL)
                       ------------------------------------------
                                   Initial Index Level

         If the Index Return multiplied by the  Participation  Rate is less than
         or equal to the Off-Set Amount,  if any,  specified on the face of this
         Note,  then the  Supplemental  Payment will equal $0.00 (or the Minimum
         Return,  if any,  specified  on the face of this  Note).  If the  Index
         Return multiplied by the Participation Rate is greater than the Off-Set
         Amount  specified  on the  face of this  Note,  then  the  Supplemental
         Payment  for each $1,000  principal  amount of this Note will equal the
         lesser of the Maximum  Return,  if any,  specified  on the face of this
         Note or the amount computed as follows:


             ($1,000 x Index Return x Participation Rate) -- Off-Set Amount


                  All calculations  with respect to the Initial Index Level, the
         Ending  Index  Level,  the Index  Return or any  closing  level will be
         rounded to the nearest one hundred-thousandth, with five one-millionths
         rounded upward (E.G.,  .876545 would be rounded to .87655);  all dollar
         amounts related to determination of the Supplemental  Payment,  if any,
         per $1,000 principal amount of this Note will be rounded to the nearest
         ten-thousandth, with five one hundred-thousandths rounded upward (E.G.,
         .76545  would be rounded up to .7655);  and all dollar  amounts paid on
         the  aggregate  principal  amount of this Note will be  rounded  to the
         nearest cent, with one-half cent rounded upward.


                                      2-2           Issuance Date: March 6, 2007
<PAGE>

                  The Company  shall  provide,  or shall  cause the  Calculation
         Agent to  provide,  written  notice to the  Indenture  Trustee  and the
         Paying Agent at their New York  offices,  on which notice the Indenture
         Trustee and the Paying Agent may  conclusively  rely,  of the amount of
         cash to be delivered  with respect to each $1,000  principal  amount of
         this Note,  on or prior to 10:30 a.m. on the Business Day preceding the
         Maturity Date.

                  (ii)     OTHER PROVISIONS PERTAINING TO SUPPLEMENTAL PAYMENTS:
         The following  additional  terms apply with respect to the Supplemental
         Payment:

                  (A)      RELEVANT INDEX. The entity that sponsors any Relevant
                  Index  (the   "Sponsor")   is  solely   responsible   for  the
                  computation of that Relevant Index.

                  If more  than  one  Relevant  Index is  specified  on the face
                  hereof, The determinations  specified above will be made using
                  the proportions listed next to the name of each Relevant Index
                  and by applying the procedures  specified in the  Supplemental
                  Payment Schedule, attached hereto.

                  (B)     MARKET DISRUPTION. Each of the following  is a "Market
                  Disruption Event" if the Calculation Agent determines that the
                  actual event materially affects the Relevant Index:

                  o   the  suspension,  absence or  material  limitation  of the
                      trading of stocks or other  securities or instruments then
                      constituting 20% or more of the stocks or other securities
                      or  instruments  which  then  comprise  the  Index (or any
                      Successor  Index)  on the  Relevant  Exchange(s)  for such
                      securities for more than two hours of trading  during,  or
                      during the one-half  hour period  preceding  the close of,
                      the principal  trading session on such Relevant  Exchange;
                      or

                  o   a  breakdown  or failure in the price and trade  reporting
                      systems of any Relevant  Exchange as a result of which the
                      reported  trading prices for stocks or other securities or
                      instruments  then  constituting  20% or more of the stocks
                      which then  comprise the Relevant  Index (or any Successor
                      Index)  during  the one hour  preceding  the  close of the
                      principal trading session on such Relevant Exchange(s) are
                      materially inaccurate; or

                  o   the  suspension,  absence,  limitation,   cancellation  or
                      repudiation  of trading for more than two hours of trading
                      during,  or during the one-half hour period  preceding the
                      close of trading on the  Relevant  Exchange in 20% or more
                      of any  options  contracts  relating  to  stocks  or other
                      securities which then comprise 20% or more of the value of
                      the Relevant Index; or

                  o   the  suspension,  absence or  material  limitation  of the
                      trading on the primary securities exchange,  as determined
                      by  the   Calculation   Agent,   for  trading  in  options
                      contracts, futures or exchange traded funds related to the
                      Relevant  Index or any  Successor  Index for more than two
                      hours of  trading  during,  or during  the  one-half  hour
                      period  preceding  the close  of,  the  principal  trading
                      session on such exchange; or


                                      2-3           Issuance Date: March 6, 2007
<PAGE>

                  o   a  decision  to  permanently  discontinue  trading  in the
                      relevant futures or options contracts;

                  in each case as  determined  by the  Calculation  Agent in its
                  sole discretion; and

                  o   the  Calculation  Agent's   determination,   in  its  sole
                      discretion,  that the event(s)  described above materially
                      interfered  with the  Company's  ability or the ability of
                      any of the Company's affiliates to adjust or unwind all or
                      a material portion of any hedge with respect to this Note.

                  For the purpose of this definition of Market Disruption Event,
                  unless otherwise specified on the face hereof:

                  o   a  limitation  on the  number of hours or days of  trading
                      will not  constitute  a Market o Disruption  Event,  if it
                      results from an announced  change in the regular  business
                      hours of the Relevant Exchange or market;


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

                  o   a suspension of trading in futures or options contracts on
                      the  Relevant  Index  by  the  primary  securities  market
                      trading in such contracts by reason of

                      o   a price change  exceeding  limits set by such exchange
                          or market,

                      o   an imbalance of orders relating to such contracts, or

                      o   a  disparity  in bid and ask quotes  relating  to such
                          contracts

                      will, in each such case, constitute a suspension,  absence
                      or  material  limitation  of trading in futures or options
                      contracts related to the Relevant Index; and

                  o   a "suspension of trading" on any Relevant Exchange or on
                      the primary market on which futures o or options contracts
                      related to the Relevant Index are traded will not include
                      any time when such market is itself closed for trading
                      under ordinary circumstances.

                  If an Index Valuation Date (i) is not a Trading Day or (ii) if
                  there is a Market Disruption Event on such day, the applicable
                  Index  Valuation  Date  will be  postponed  to, in the case of
                  clause (i), the immediately succeeding Trading Day and, in the
                  case of clause (ii) the next  succeeding  Trading Day,  during
                  which no Market  Disruption  Event  shall have  occurred or is
                  continuing;  PROVIDED that the Index Closing Level will not be
                  determined  on a date later than the tenth  scheduled  Trading
                  Day after the final Index  Valuation  Date, and if such day is
                  not


                                      2-4           Issuance Date: March 6, 2007
<PAGE>

                  a Trading  Day,  or if there is a Market  Disruption  Event on
                  such date,  the  Calculation  Agent will  determine  the Index
                  Closing Level on such date in accordance  with the formula for
                  and  method of  calculating  the Index  Closing  Level last in
                  effect prior to  commencement of the Market  Disruption  Event
                  (or prior to the  non-Trading  Day),  using the closing  price
                  (or, if trading in the relevant securities has been materially
                  suspended or materially limited,  the Calculation Agent's good
                  faith  estimate of the closing price that would have prevailed
                  but for such  suspension or limitation or non-trading  day) on
                  such  tenth  scheduled  Trading  Day  of  each  security  most
                  recently constituting the Relevant Index.

                           (C)      DISCONTINUANCE  OF THE  RELEVANT  INDEX.  If
                  publication of the Relevant Index is discontinued or otherwise
                  unavailable  and the Sponsor (or another  entity)  publishes a
                  successor or substitute  index that the Calculation  Agent, in
                  its  sole   discretion,   determines   is  comparable  to  the
                  discontinued  Relevant  Index (the new index being referred to
                  as a "Successor Index"), then the relevant closing levels will
                  be determined by reference to the Successor Index at the close
                  of trading on the Relevant Exchange(s) for the Successor Index
                  on each relevant Index Valuation Date.

                  If the  Calculation  Agent  selects  a  Successor  Index,  the
                  Calculation  Agent will cause  written  notice to be  promptly
                  furnished to the Company, the Indenture Trustee and the Holder
                  of this Note of the change to the Successor Index.

                  If publication of the Relevant Index is discontinued prior to,
                  and such  discontinuation  is continuing on an Index Valuation
                  Date and the  Calculation  Agent  determines that no Successor
                  Index is available, then the Calculation Agent will notify the
                  Company  and the  Indenture  Trustee  and will  calculate  the
                  appropriate   closing  levels.   These   calculations  by  the
                  Calculation  Agent will be in accordance  with the formula for
                  and method of  calculating  the Relevant  Index last in effect
                  prior to its  discontinuance  using the closing  price (or, if
                  trading  in  the  relevant   securities  has  been  materially
                  suspended or materially  limited,  its good faith  estimate of
                  the  closing  price  that would  have  prevailed  but for such
                  suspension  or  limitation)  at the  close  of  the  principal
                  trading  session on such date of each  security  most recently
                  composing   the  Relevant   Index  or  Successor   Index,   as
                  applicable.   If  a   Successor   Index  is  selected  or  the
                  Calculation  Agent  calculates a level as a substitute for the
                  Relevant  Index,   that  Successor  Index  or  level  will  be
                  substituted for the Relevant Index for all purposes.

                           (D)      ALTERATION  OF  METHOD  OF   CALCULATION  OF
                  INDEX.  If at any time the method of calculating  the Relevant
                  Index or a Successor  Index, or the level thereof,  is changed
                  in a material respect in the Calculation  Agent's  discretion,
                  or if the Relevant Index or a Successor  Index is in any other
                  way  modified  so that the  Relevant  Index or such  Successor
                  Index does not, in the reasonable  opinion of the  Calculation
                  Agent,  fairly  represent  the level of the Relevant  Index or
                  such  Successor  Index had such changes or  modifications  not
                  been made,  then the  Calculation  Agent will, at the close of
                  business  in New York  City on each  date on which  the  Index
                  Closing Level is to be determined,  make such calculations and


                                      2-5           Issuance Date: March 6, 2007
<PAGE>

                  adjustments  as, in the good faith judgment of the Calculation
                  Agent,  may be  necessary  in order to  arrive at a level of a
                  stock index comparable to the Relevant Index or such Successor
                  Index, as the case may be, as if such changes or modifications
                  had not been made,  and the  Calculation  Agent will calculate
                  the Index Closing Level with  reference to the Relevant  Index
                  or such Successor Index, as adjusted.

                  (iii)    ALTERNATE SUPPLEMENTAL PAYMENT CALCULATION IN CASE OF
         AN EVENT OF DEFAULT.  In case an Event of Default  with respect to this
         Note shall have occurred and be continuing, the amount declared due and
         payable  for  each  $1,000  principal  amount  of this  Note  upon  any
         acceleration of this Note shall be determined by the Calculation  Agent
         and shall be an amount in cash  equal to $1,000  plus the  Supplemental
         Payment, calculated as if the date of acceleration were the final Index
         Valuation Date, plus, if applicable, any accrued and unpaid interest on
         this Note to the date the  principal  hereof is paid or made  available
         for payment.  If more than one Index Valuation Date is specified on the
         face of this Note,  then for each Index  Valuation  Date  scheduled  to
         occur  after the date of  acceleration,  the Trading  Days  immediately
         preceding the date of acceleration  (in such number equal to the number
         of Index Valuation  Dates in excess of one) shall be the  corresponding
         Index Valuation  Dates,  unless  otherwise  specified in the applicable
         pricing supplement. If the maturity of this Note is accelerated because
         of an Event of Default as described  above,  the Company shall provide,
         or shall cause the Calculation Agent to provide,  written notice to the
         Indenture Trustee at its New York office, on which notice the Indenture
         Trustee may conclusively rely, and to the Holder of the cash amount due
         with respect to each $1,000  principal  amount of this Note as promptly
         as possible and in no event later than two Business Days after the date
         of acceleration.

                  (iv)     CALCULATION  AGENT.  All  determinations  made by the
         Calculation Agent hereunder shall be made at the sole discretion of the
         Calculation  Agent and shall,  in the  absence of  manifest  error,  be
         conclusive for all purposes and binding on the Holder of this Note, the
         Indenture Trustee and the Company.  The Company may appoint a different
         Calculation Agent from time to time without notice to or consent of the
         Holder of this Note.

         (c)      DISCOUNT  NOTES.  If this Note is specified on the face hereof
as a "Discount Note":

                  (i)      PRINCIPAL AND INTEREST.  This Note will bear interest
         in the same manner as set forth in Section 3(a) above,  and payments of
         principal  and interest  shall be made as set forth on the face hereof.
         Discount Notes may not bear any interest currently or may bear interest
         at a rate  that is below  market  rates at the  time of  issuance.  The
         difference  between  the  Issue  Price  of a  Discount  Note and par is
         referred to as the "DISCOUNT".

                  (ii)     REDEMPTION;  REPAYMENT;  ACCELERATION. In the event a
         Discount Note is redeemed, repaid or accelerated, the amount payable to
         the Holder of such  Discount  Note will be equal to the sum of: (A) the
         Issue Price  (increased by any accruals of Discount)  and, in the event
         of any redemption of such Discount  Note, if applicable,  multiplied by
         the Initial Redemption Percentage (as adjusted by the Annual Redemption
         Percentage  Reduction,  if  applicable);  and (B) any  unpaid  interest
         accrued on such  Discount Note to the Maturity  Date  ("AMORTIZED  FACE
         AMOUNT").  Unless otherwise  specified on the face hereof, for purposes
         of  determining  the amount of Discount that has accrued as of any


                                      2-6           Issuance Date: March 6, 2007
<PAGE>

         date on which a  redemption,  repayment  or  acceleration  of  maturity
         occurs for a Discount Note, a Discount will be accrued using a constant
         yield  method.  The constant  yield will be  calculated  using a 30-day
         month,  360-day year convention,  a compounding period that, except for
         the Initial  Period (as defined  below),  corresponds  to the  shortest
         period between Interest Payment Dates for the applicable  Discount Note
         (with  ratable  accruals  within a compounding  period),  a coupon rate
         equal to the initial coupon rate applicable to the applicable  Discount
         Note and an assumption that the maturity of such Discount Note will not
         be  accelerated.  If the  period  from the  date of issue to the  first
         Interest  Payment Date for a Discount  Note (the  "INITIAL  PERIOD") is
         shorter  than  the  compounding   period  for  such  Discount  Note,  a
         proportionate amount of the yield for an entire compounding period will
         be  accrued.  If the  Initial  Period  is longer  than the  compounding
         period,  then the  period  will be divided  into a regular  compounding
         period  and a short  period  with the short  period  being  treated  as
         provided above.

         Section 4. REDEMPTION. Unless otherwise so indicated on the face hereof
and in a  Redemption  Schedule  attached  hereto,  this Note may not be redeemed
prior to the Stated Maturity Date, except as set forth in the Indenture.

         Section 5. SINKING FUNDS AND AMORTIZING NOTES.  Unless specified on the
face  hereof,  this Note will not be subject  to, or entitled to the benefit of,
any sinking fund. If this Note is specified on the face hereof as an "Amortizing
Note",  this Note will bear  interest in the same manner as set forth in Section
3(a) above,  and payments of  principal,  premium,  if any, and interest will be
made as set  forth on the face  hereof  and/or in  accordance  with  Schedule  I
attached hereto. The Company will make payments combining principal, premium (if
any) and interest,  if applicable,  on the dates and in the amounts set forth in
the table  appearing in Schedule I attached to this Note or in  accordance  with
the formula  specified on the face hereof.  Payments made hereon will be applied
first to interest due and payable hereon and then to the reduction of the unpaid
principal amount hereof.

         Section 6. MODIFICATIONS AND WAIVERS. The Indenture contains provisions
permitting  the Company and the Indenture  Trustee (1) at any time and from time
to time  without  notice to, or the consent of, the Holders of any Notes  issued
under  the  Indenture  to enter  into one or more  supplemental  indentures  for
certain  enumerated  purposes  and (2)  with the  consent  of the  Holders  of a
majority  in  aggregate  principal  amount  of the  Outstanding  Notes  affected
thereby,  to enter into one or more  supplemental  indentures for the purpose of
adding any provisions  to, or changing in any manner or  eliminating  any of the
provisions of, the Indenture or of modifying in any manner the rights of Holders
of Notes under the Indenture; provided, that, with respect to certain enumerated
provisions,  no such  supplemental  indenture  shall be entered into without the
consent of the Holder of each Note affected thereby.  Any such consent or waiver
by the Holder of this Note shall be conclusive  and binding upon such Holder and
upon  all  future  Holders  of  this  Note  and  of any  Note  issued  upon  the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not  notation of such  consent or waiver is made upon this Note or such other
Notes.

         Section  7.  OBLIGATIONS  UNCONDITIONAL.  No  reference  herein  to the
Indenture and no  provisions  of this Note or of the Indenture  shall impair the
right of each  Holder of any  Note,  which is  absolute  and  unconditional,  to
receive  payment of the principal of, and any interest on, and premium,  if any,
on, such Note on the respective  Stated Maturity Date or redemption date


                                      2-7           Issuance Date: March 6, 2007
<PAGE>

thereof and to institute suit for the enforcement of any such payment,  and such
rights shall not be impaired without the consent of such Holder.

         Section 8. EVENTS OF DEFAULT.  If an Event of Default  with  respect to
the Notes of this series shall occur and be  continuing,  the  principal of, and
all other  amounts  payable on, the Notes of this series may be declared due and
payable, or may be automatically accelerated,  as the case may be, in the manner
and with the effect  provided in the  Indenture In the event that this Note is a
Discount Note, the amount of principal of this Note that becomes due and payable
upon such  acceleration  shall be equal to the amount calculated as set forth in
Section 3(d) hereof.

         Section 9.  WITHHOLDING;  NO  ADDITIONAL  AMOUNTS.  All  amounts due in
respect of this Note will be made free and clear of any  applicable  withholding
or deduction for or on account of any present or future taxes,  duties,  levies,
assessments or other  governmental  charges of whatever nature imposed or levied
by or on  behalf of any  governmental  authority,  unless  such  withholding  or
deduction is required by law. The Company will not pay any additional amounts to
the Holder of this Note in respect of any such  withholding  or  deduction,  any
such  withholding  or deduction will not give rise to an Event of Default or any
independent  right or  obligation  to redeem  this Note and the  Holder  will be
deemed for all purposes to have  received cash in an amount equal to the portion
of such withholding or deduction that is attributable to such Holder's  interest
in this Note as equitably determined by the Company.

         Section 10.  LISTING.  Unless  otherwise  specified on the face hereof,
this Note will not be listed on any securities exchange.

         Section 11. NO RECOURSE AGAINST CERTAIN  PERSONS.  No recourse shall be
had for the  payment of any  principal,  interest  or any other sums at any time
owing under the terms of this Note, or for any claim based hereon,  or otherwise
in  respect  hereof,  or based on or in  respect of the  Indenture  against  the
Nonrecourse Parties,  whether by virtue of any constitution,  statute or rule of
law, or by the  enforcement of any assessment or penalty or otherwise,  all such
personal  liability  being,  by  the  acceptance  hereof  and  as  part  of  the
consideration for issue hereof, expressly waived and released.

         Section 12. MISCELLANEOUS.

         (a)      This  Note is  issuable  only  as a  registered  Note  without
coupons in denominations of $1,000 and any integral multiple of $1,000 in excess
thereof,  or, if the specified  currency of this Note is Canadian  dollars,  the
approximate  Canadian dollar  equivalent of $1,000 and any integral  multiple of
such $1,000 equivalent in excess thereof, unless otherwise specified on the face
of this Note.

         (b)      Prior to due presentment for  registration of transfer of this
Note, the Company, the Indenture Trustee,  the Registrar,  the Paying Agent, any
Agent, and any other agent of the Company or the Indenture Trustee may treat the
Person in whose name this Note is registered as the owner hereof for the purpose
of receiving  payment as herein provided and for all other purposes,  whether or
not this Note shall be overdue,  and none of the Company, the Indenture Trustee,
the Registrar, the Paying Agent, any Agent, or any other agent of the Company or
the Indenture Trustee shall be affected by notice to the contrary.


                                      2-8           Issuance Date: March 6, 2007
<PAGE>

         (c)      The  Notes  of this  series  are  being  issued  by means of a
book-entry-only  system with no physical distribution of certificates to be made
except as provided in the  Indenture.  The book-entry  system  maintained by DTC
will evidence ownership of the Notes of this series, with transfers of ownership
effected  on the  records  of DTC and its  participants  pursuant  to rules  and
procedures  established  by DTC  and  its  participants.  The  Company  and  the
Indenture  Trustee  will  recognize  Cede &  Co.,  as  nominee  of  DTC,  as the
registered owner of the Notes of this series, as the Holder of the Notes of this
series for all purposes,  including  payment of principal,  premium (if any) and
interest,  notices  and  voting.  Transfer  of  principal,  premium (if any) and
interest to participants of DTC will be the  responsibility of DTC, and transfer
of principal,  premium (if any) and interest to beneficial  holders of the Notes
of  this  series  by  participants  of DTC  will be the  responsibility  of such
participants  and other  nominees  of such  beneficial  holders.  So long as the
book-entry  system is in effect,  the  selection  of any Notes to be redeemed or
repaid will be determined by DTC pursuant to rules and procedures established by
DTC and its participants.  Neither the Company nor the Indenture Trustee will be
responsible  or  liable  for such  transfers  or  payments  or for  maintaining,
supervising  or reviewing  the records  maintained by DTC, its  participants  or
persons acting through such participants.

         (d)      This  Note  or  portion   hereof  may  not  be  exchanged  for
Definitive  Notes,  except  in the  limited  circumstances  provided  for in the
Indenture.  The transfer or exchange of Definitive Notes shall be subject to the
terms of the Indenture.  No service charge will be made for any  registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         Section  13.  GOVERNING  LAW.  THIS  NOTE  SHALL BE  GOVERNED  BY,  AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


                                      2-9           Issuance Date: March 6, 2007
<PAGE>

                          SUPPLEMENTAL PAYMENT SCHEDULE

1.       Pursuant to Section 3(b)(ii)(A) of this Note, the procedures  described
in Section  3(b)(i) of this Note for determining  the  Supplemental  Payment are
hereby replaced in its entirety as follows:

DETERMINATION  OF THE  SUPPLEMENTAL  PAYMENT:  For each of the Dow Index and the
EAFE Index, the Calculation  Agent shall  separately  determine the Index Return
pursuant to this Section.  On each Index Valuation  Date, the Calculation  Agent
will  determine the closing level of the Relevant Index for such day, which will
be the "Ending  Index  Level" and will then  determine  the Index Return for the
Relevant Index for such Index Valuation Date using the following formula:

                   (ENDING INDEX LEVEL - INITIAL INDEX LEVEL)
                   ------------------------------------------
                               Initial Index Level

and will then determine for such Index Valuation Date the Basket Return for such
date using the following formula:

     Basket Return = (0.80 x Dow Index Return) + (0.20 x EAFE Index Return)

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

If the Final Basket Return  multiplied by $1,000 multiplied by the Participation
Rate is less than or equal to the Minimum  Supplemental Payment ($200) specified
on the  face of this  Note,  then  the  Supplemental  Payment  for  each  $1,000
principal amount of this Note will equal the Minimum  Supplemental  Payment.  If
the Final Basket  Return  multiplied by $1,000  multiplied by the  Participation
Rate (the  "Basket-linked  Supplemental  Payment")  is greater  than the Minimum
Supplemental  Payment  specified on the face of this Note, then the Supplemental
Payment  for  each  $1,000   principal  amount  of  this  Note  will  equal  the
Basket-linked Supplemental Payment.

         The "closing  level" of the Relevant Index on any Trading Day means the
level  of the  Relevant  Index  at the  regular  official  weekday  close of the
principal  trading  session(s)  of the relevant  exchange(s)  or market(s)  (the
"Relevant Exchanges") for the stocks or other securities or instruments included
in the  Relevant  Index or any  Successor  Index (as  defined  below).  (As used
herein,  a "Trading Day" is a day, as determined by the  Calculation  Agent,  on
which trading is generally  conducted (i) with respect to the Dow Index,  on the
New York Stock Exchange ("NYSE"),  the American Stock Exchange LLC (the "AMEX"),
the NASDAQ Stock Market and/or any relevant exchange or market for the Successor
Index,  and (ii) with  respect to the EAFE Index,  the  relevant  exchanges  for
securities underlying the EAFE Index that constitute 20% or more of the value of
the EAFE Index and the exchanges on which futures or options  contracts  related
to the EAFE Index are traded.)

         All  calculations  with respect to the Initial Index Level,  the Ending
Index Level, the Index Return, the Basket Return, the Final Basket Return or any
closing level will be rounded to the nearest one  hundred-thousandth,  with five
one-millionths  rounded upward (E.G.,  .876545 would be rounded to .87655);  all
dollar amounts related to determination of the Supplemental Payment, if any, per
$1,000   principal   amount  of  this  Note  will  be  rounded  to  the  nearest
ten-thousandth,  with five one hundred-thousandths  rounded upward (E.G., .76545
would be rounded up to .7655);


                                      2-10          Issuance Date: March 6, 2007
<PAGE>

and all dollar amounts paid on the aggregate  principal amount of this Note will
be rounded to the nearest cent, with one-half cent rounded upward.

         The Company shall provide, or shall cause the Calculation Agent to
provide, written notice to the Indenture Trustee and the Paying Agent at their
New York offices, on which notice the Indenture Trustee and the Paying Agent may
conclusively rely, of the amount of cash to be delivered with respect to each
$1,000 principal amount of this Note, on or prior to 10:30 a.m. on the Business
Day preceding the Maturity Date.

2.       The below language is added to Section 3(b)(ii)(D):

         If the method of calculating the Relevant Index or a Successor Index is
         modified so that the level of the Relevant Index or such Successor
         Index is a fraction of what it would have been if there had been no
         such modification (E.G., due to a split in the Index), then the
         Calculation Agent will adjust its calculation of the Relevant Index or
         such Successor Index in order to arrive at a level of the Index or such
         Successor Index as if there had been no such modification (E.G., as if
         such split had not occurred).

3.       In determining when a "Market Disruption Event" affects the calculation
of the Supplemental Payment:

                  (i)      The Calculation Agent shall determine whether a
         Market Disruption Event has occurred separately with respect to the Dow
         Index and the EAFE Index, applying any percentage limitation with
         respect to a security included in such Relevant Index separately with
         respect to each such Relevant Index.

                  (ii)     In determining whether there has been a suspension in
         trading of in futures, options contracts or exchange traded funds
         related to a Relevant Index, the Calculation Agent shall treat as a
         Relevant Index any sub-index used as a component index of the EAFE
         Index (such sub-indexes being commonly referred to as "component
         country indexes or component region indexes or component securities").

                  (iii)    For the purpose of determining whether trading in a
         security included in a Relevant Index is materially suspended or
         materially limited at that time, then the relevant percentage
         contribution of that security to the level of the disrupted index shall
         be based on a comparison of: the portion of the level of the disrupted
         index, component country index or component region index, as the case
         may be, attributable to that security relative to the overall level of
         the disrupted index, component country index or component region index,
         as the case may be, in each case immediately before that suspension or
         limitation.


                                      2-11          Issuance Date: March 6, 2007