[GRAPHIC OMITTED]

January 26, 2005

Adam Berman, Vice President
Law Debenture Trust Company of New York
767 Third Ave - 31st Floor
New York, NY 10017
Attention: Corporate Trust Services



Dear Mr. Berman:

The Hartford Life Global  Funding  program (the  "Program") is a program for the
issuance to the public from time to time, of one or more series of notes (each a
Series of "Notes") by newly created statutory trusts organized under the laws of
the State of Delaware (each a "Trust").  A separate Trust will be formed for the
issuance  of each  series  of  Notes,  pursuant  to a trust  agreement,  between
Wilmington  Trust  Company,  as Delaware  trustee (the  "Delaware  Trustee") and
Amacar Pacific  Corporation,  as administrator and Beneficial Holder (the "Trust
Agreement").  In  conjunction  with certain  Trusts,  the Trust may enter into a
separate indenture (each an "Indenture") with Law Debenture Trust Company of New
York ("Law Debenture") as indenture trustee.

In all such Instances, each series of Notes are secured solely by assets held by
the relevant Trust. The proceeds from the sale of each series of Notes are to be
used to purchase a Funding  Agreement  issued to the relevant  Trust by Hartford
Life Insurance  Company,  a Connecticut stock life insurance company  ("Hartford
Life"). Each Trust shall be administered pursuant to an administrative  services
agreement  between the  Delaware  Trustee  and Amacar  Pacific  Corporation,  as
administrator  (the  "Administrator"),   dated  August  19,  2004,  whereby  the
Administrator has agreed to provide certain services of the Trust.

In consideration of Law Debenture  providing trustee services in connection with
one or more Trusts  established  under the  Program and  pursuant to the Program
documents, as applicable to Trusts with respect to which Law Debenture serves as
indenture  trustee,  Hartford Life hereby  agrees to the following  compensation
arrangements and terms of indemnity.

         1. DEFINITIONS. The following terms, as used herein, have the following
meanings:

         "EXCLUDED  AMOUNTS"  means  (i) any  obligation  of a Trust to make any
payment to any Holder in accordance with the terms of an Indenture or the Notes,
(ii) any obligation or expense of a Trust to the extent that such  obligation or
expense has  actually  been paid  utilizing  funds  available to such Trust from
payments under a Funding Agreement, (iii) any cost, loss, damage, claim, action,
suit,  expense,  disbursement,  tax,  penalty or liability of any kind or nature
whatsoever  imposed  on Law  Debenture  that  results  from  the  bad  faith  or
negligence of Law Debenture,  (iv) any costs and expenses attributable solely to
Law Debenture's administrative overhead, (v) any tax imposed on fees paid to Law
Debenture,  (vi) any  withholding  taxes  imposed on or with respect of payments
with respect to the Notes made under any Funding Agreement,  an Indenture or any
Note and (vii) any Additional Amounts paid to any Holder.

<PAGE>


         "FEES" means the fees as set forth in the fee schedule  attached hereto
as EXHIBIT A, as revised  from time to time in  accordance  herewith,  or in any
separate fee agreement between Hartford Life and Law Debenture.

         "INDEMNIFIED  PERSON" means any person  entitled to indemnity  payments
pursuant to Section 5.

         "OBLIGATION"  means any and all Reasonable Costs and Expenses incurred,
relating  to the  offering,  sale and  issuance  of the Notes by a Trust and the
administration of the Program  documents,  including (i) the reasonable fees and
expenses  of counsel,  and (ii) costs and  expenses  of a Trust;  provided  that
Obligations do not include  Excluded  Amounts or Fees and further  provided that
the parties  acknowledge  that Law Debenture is not obligated to pay the cost or
expenses of any Trust.

         "REASONABLE  COSTS AND  EXPENSES"  are  limited  to (i) all  reasonable
expenses  actually and  reasonably  incurred by Law Debenture that either do not
exceed  the  indicated  amounts  listed in  EXHIBIT B or have been  approved  in
writing in advance by an officer of Hartford Life including the reasonable legal
expenses  incurred in  connection  with  proposed  amendments  to an  Indenture,
related  documents or the Program or in  connection  with series of Notes having
features not  contemplated  or provided for at the  inception of the Program and
(ii) any  extraordinary  cost or expense actually incurred by Law Debenture that
was not  reasonably  anticipated  by Law  Debenture or which was not  reasonably
avoidable;  provided that Law Debenture will give Hartford Life prompt notice of
any such extraordinary cost or expense.

         In the case of expenses  approved in writing in advance pursuant to the
definition of "Reasonable Costs and Expenses,"  Hartford Life agrees,  from time
to time, at the request of Law  Debenture,  to negotiate  reasonably and in good
faith reasonable modifications in such expenses that, owing to the nature of the
transaction giving rise to such expenses,  Law Debenture reasonably  anticipates
will be incurred by it.

         Capitalized  terms used and not otherwise defined herein shall have the
meanings assigned to them in the Indentures.

         2. FEES.  Hartford  Life hereby  agrees to pay Law  Debenture  its Fees
promptly  after  delivery of Law  Debenture's  invoice  therefor.  If there is a
substantive  change in the nature of Law  Debenture's  duties  acceptable to the
parties,  the parties mutually agree to negotiate an equitable adjustment to Law
Debenture's Fees and to reflect such adjustment in a revised EXHIBIT A.

         3. PARTIAL  REFUND.  If Law  Debenture  resigns or its  appointment  is
revoked  pursuant to any of the Program  Documents under which Law Debenture has
duties or  obligations,  Law Debenture  will repay to Hartford Life such part of
any annual Fee paid to it as may be agreed  between Law  Debenture  and Hartford
Life.

         4. PAYMENT OF OBLIGATIONS. If Law Debenture delivers written notice and
evidence,  reasonably  satisfactory  to Hartford  Life, of any Obligation of Law
Debenture,  Hartford Life shall,  upon receipt of such notice  promptly pay such
Obligation.  Notice of any Obligation (including any invoices) should be sent to
Hartford  Life at its address set forth below,  or at such other address as such
party shall hereafter furnish in writing:

         If by overnight delivery:              If by U.S. Mail:

         Hartford Life Insurance Company        Hartford Life Insurance Company
         200 Hopmeadow Street                   P.O. Box 2999
         Simsbury, Connecticut 06089            Hartford, Connecticut 06104-2999


<PAGE>

     Attn.: Institutional Investment Products    Attn.: Institutional Investment
     Telephone: (860) 843-9477                          Products
     Facsimile: (860) 843-5775

         Law Debenture  will (i) from time to time execute all such  instruments
and other agreements in a form reasonably satisfactory to Law Debenture and take
all such other actions as Hartford Life may reasonably  request,  to protect any
interest of Hartford Life with respect to any  Obligation or to enable  Hartford
Life to  exercise  or  enforce  any right,  interest  or remedy it may have with
respect to any such  Obligation,  and (ii)  release to Hartford  Life any amount
received from  Hartford  Life  relating to any  Obligation or any portion of any
Obligation,  immediately  after any such amount relating to such Obligation,  or
any portion of any such Obligation,  is otherwise received by Law Debenture from
a party other than Hartford Life.

         Hartford  Life and Law  Debenture  hereby  agree that all  payments due
under this  Agreement in respect of any  Obligation  shall be effected,  and any
responsibility  of  Hartford  Life  to pay  such  Obligation  pursuant  to  this
Agreement shall be discharged, by the payment by Hartford Life to the account of
the person to whom such Obligation is owed.

         5.  INDEMNIFICATION.  Subject to Section 6 and 7,  Hartford Life hereby
agrees to indemnify,  and to hold harmless, to the full extent permitted by law,
Law   Debenture,   its   officers,   directors,   successors,   assigns,   legal
representatives,  agents and servants who was or is a party or is  threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding relating to or arising out of the acceptance or administration by Law
Debenture  of  its  trusts  or  agencies  under  the  Program  Documents  or the
performance  or  non-performance  by the  Indemnified  Person  of its  duties or
fulfillment  of its  obligations  under  the  Program  Documents  or  any  other
agreement  relating  to the  Program  to which  Law  Debenture  becomes a party,
whether  civil,  criminal  administrative  or  investigative,   against  losses,
out-of-pocket costs and expenses  (including,  without limitation,  interest and
reasonable attorneys' fees and expenses), liabilities (including liabilities for
penalties),  judgments,  damages and fines  incurred by such party in connection
with the defense or settlement of such action, suit or proceeding,  except where
any such claim for  indemnification  is or relates to any Excluded  Amount or is
caused by the Indemnified Person's negligence or willful misconduct.

         The indemnification  provided for herein supersedes in all respects any
indemnification  provision  contained in any other Program Document or any other
agreement relating to the Program to which Law Debenture is or becomes a party.

         6. INDEMNIFICATION  PROCEDURES. An Indemnified Person shall give prompt
written notice to Hartford Life of any action,  suit or proceeding  commenced or
threatened  against the  Indemnified  Person.  Failure to provide  prompt notice
shall  exclude  Hartford Life from its  obligation  to provide  indemnity to the
extent  that its  ability  to defend  any such  action,  suit or  proceeding  is
impaired by such failure.  In case any such action,  suit or proceeding shall be
brought  involving  an  Indemnified  Person,  Hartford  Life  may,  in its  sole
discretion,  elect to assume the defense of the Indemnified Person, and if it so
elects to assume such defense,  Hartford Life shall, in  consultation  with such
Indemnified  Person,  select counsel,  reasonably  acceptable to the Indemnified
Person,  to represent the  Indemnified  Person and pay the  reasonable  fees and
expenses of such counsel;  provided,  that if Law  Debenture is the  Indemnified
Person,  such counsel shall be on its approved counsel list. In any such action,
investigation  or  proceeding,  the  Indemnified  Person shall have the right to
retain its own counsel but Hartford  Life shall not be obligated to pay the fees
and  disbursements  of such counsel unless (i) Hartford Life and the Indemnified
Person shall have  mutually  agreed to the retention of such counsel or (ii) the
named parties to any such action,  investigation  or proceeding  (including  any
impleaded  parties)  include both Hartford Life and the  Indemnified  Person and
representation of both parties by the same counsel would be inappropriate due to
actual or potential  differing  interests  between them.  It is understood  that
Hartford Life shall not, in connection with any proceeding or


<PAGE>

related proceeding in the same jurisdiction, be liable for the fees and expenses
of more  than one  separate  firm (in  addition  to any local  counsel)  for all
Indemnified Persons who are affiliated with Law Debenture.

         7. OTHER  INDEMNIFICATION  TERMS.  Hartford Life shall be subrogated to
any right of the  Indemnified  Person in  respect  of the matter as to which any
indemnity was paid hereunder.  The Indemnified Person may not settle any action,
investigation  or  proceeding  without the consent of Hartford  Life,  not to be
unreasonably withheld.

..
         8. SURVIVAL.  The  obligations  of Hartford Life,  under this agreement
shall survive the termination of each of the Program Documents.

         9. WAIVER. No waiver, modification or amendment of this agreement shall
be valid unless executed in writing by the parties hereto.

         10.  COUNTERPARTS.  This  agreement  may be  executed  in  counterparts
(including  by  facsimile  transmission),  each of which  when so  executed  and
delivered shall be deemed an original,  but all of such contracts shall together
constitute one and the same document.

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

         If the foregoing  correctly sets forth the  understanding and agreement
between  Hartford  Life and Law  Debenture  please so indicate by signing in the
space provided for below.

                                        Very truly yours,

                                        HARTFORD LIFE INSURANCE COMPANY

                                        By: /s/ KENNETH A. MCCULLUM
                                            -------------------------
                                            Name: KENNETH A. MCCULLUM
                                            Title: VICE PRESIDENT AND ACTUARY


AGREED:

LAW DEBENTURE TRUST COMPANY OF NEW YORK, IN ITS
CAPACITY AS INDENTURE TRUSTEE FOR ONE OR MORE TRUSTS
UNDER THE PROGRAM

By: /s/ ADAM BERMAN
    ------------------
    Name:  ADAM BERMAN
    Title:  VICE PRESIDENT