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                                                                    EXHIBIT 4.01

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                               HARTFORD LIFE, INC.


         Pursuant to Section 245 of the Delaware General Corporation Law,
Hartford Life, Inc., a stock corporation organized and existing under the laws
of the State of Delaware on December 13, 1996, for the purpose of restating its
restated Certificate of Incorporation, does hereby certify as follows:

         1. The name of the corporation is Hartford Life, Inc. and the name
under which the corporation was originally incorporated is HLI, Inc. The
original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on December 13, 1996, pursuant to and by virtue of the
General Corporation Law of the State of Delaware.

         2. This Restated Certificate of Incorporation, having been duly adopted
in accordance with the provisions of Section 245 of the General Corporation Law
of the State of Delaware, restates the provisions of the original Certificate of
Incorporation, as amended and restated through June 27, 2000 and as of the date
hereof. As so restated, this Restated Certificate of Incorporation (hereinafter,
the "Certificate of Incorporation") reads as follows:


                                  ARTICLE FIRST

         The name of the corporation is Hartford Life, Inc. (hereinafter the
"Corporation").


                                 ARTICLE SECOND

         The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle. The
name of its registered agent at that address is The Corporation Trust Company.


                                  ARTICLE THIRD

         The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law (the "DGCL").


                                 ARTICLE FOURTH

         The total number of shares of stock that the Corporation shall have
authority to issue is 1,000 shares of Common Stock, par value $.01 per share.


                                  ARTICLE FIFTH

         In furtherance and not in limitation of the powers conferred upon it by
law, the Board of Directors of the Corporation is expressly authorized to adopt,
amend or repeal the By-laws of the Corporation.


                                  ARTICLE SIXTH

         To the fullest extent permitted by the DGCL as it now exists and as it
may hereafter be amended, no director shall


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be personally liable to the Corporation or any of its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL or (iv) for any transaction from which the director derived an
improper personal benefit. Any repeal or modification of this Article Seventh by
the stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification with respect to acts or omissions occurring prior to such repeal
or modification.


                                 ARTICLE SEVENTH

         Unless and except to the extent that the By-laws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.


         IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be executed by the following authorized officer
of the Corporation on this 26th day of April, 2001.

                                           HARTFORD LIFE, INC.


                                           By:  /s/ C. Michael O'Halloran
                                             ----------------------------
                                           Name: C. Michael O'Halloran
                                           Title:   Vice President




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