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                                                                    Exhibit 4.22


                    AMENDED AND RESTATED DECLARATION OF TRUST

                             HARTFORD LIFE CAPITAL V














                          Dated as of [______________]
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                                Table of Contents

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ARTICLE I           INTERPRETATION AND DEFINITIONS..................................................    1

      Section 1.1   Definitions.....................................................................    1

ARTICLE II          TRUST INDENTURE ACT.............................................................    7

      Section 2.1   Trust Indenture Act: Application................................................    7
      Section 2.2   Lists of Holders of Securities..................................................    8
      Section 2.3   Reports by the Institutional Trustee............................................    8
      Section 2.4   Periodic Reports to Institutional Trustee.......................................    8
      Section 2.5   Evidence of Compliance with Conditions Precedent................................    8
      Section 2.6   Events of Default: Waiver.......................................................    9
      Section 2.7   Event of Default: Notice........................................................   10

ARTICLE III         ORGANIZATION....................................................................   11

      Section 3.1   Name............................................................................   11
      Section 3.2   Office..........................................................................   11
      Section 3.3   Declaration.....................................................................   11
      Section 3.4   Authority.......................................................................   12
      Section 3.5   Title to Property of the Trust..................................................   12
      Section 3.6   Powers and Duties of the Regular Trustees.......................................   12
      Section 3.7   Prohibition of Actions by the Trust and the Trustees............................   15
      Section 3.8   Powers and Duties of the Institutional Trustee..................................   16
      Section 3.9   Certain Duties and Responsibilities of the Institutional Trustee................   18
      Section 3.10  Certain Rights of Institutional Trustee.........................................   20
      Section 3.11  Delaware Trustee................................................................   22
      Section 3.12  Execution of Documents..........................................................   22
      Section 3.13  Not Responsible for Recitals or Issuance of Securities..........................   22
      Section 3.14  Duration of Trust...............................................................   23
      Section 3.15  Mergers.........................................................................   23

ARTICLE IV          SPONSOR.........................................................................   24

      Section 4.1   Sponsor's Purchase of Common Securities.........................................   24
      Section 4.2   Responsibilities of the Sponsor.................................................   25
      Section 4.3   Guarantee of Payment of Trust Obligations.......................................   26

ARTICLE V           TRUSTEES........................................................................   26

      Section 5.1   Number of Trustees..............................................................   26
      Section 5.2   Delaware Trustee................................................................   27
      Section 5.3   Institutional Trustee: Eligibility..............................................   27
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                                Table of Contents

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      Section 5.4   Qualifications of Regular Trustees and Delaware Trustee Generally...............   28
      Section 5.5   Initial Trustees: Additional Powers of Regular Trustees.........................   28
      Section 5.6   Appointment, Removal and Resignation of Trustees................................   29
      Section 5.7   Vacancies among Trustees........................................................   31
      Section 5.8   Effect of Vacancies.............................................................   31
      Section 5.9   Meetings........................................................................   31
      Section 5.10  Delegation of Power.............................................................   32
      Section 5.11  Merger, Conversion, Consolidation or Succession to Business.....................   32

ARTICLE VI          DISTRIBUTIONS...................................................................   32

      Section 6.1   Distributions...................................................................   32

ARTICLE VII         ISSUANCE OF SECURITIES..........................................................   33

      Section 7.1   General Provisions Regarding Securities.........................................   33
      Section 7.2   Registrar and Paying Agent......................................................   34
      Section 7.3   Paying Agent to Hold Money in Trust.............................................   34

ARTICLE VIII        DISSOLUTION OF TRUST............................................................   35

      Section 8.1   Dissolution of Trust............................................................   35

ARTICLE IX          TRANSFER OF INTERESTS...........................................................   36

      Section 9.1   Transfer of Securities..........................................................   36
      Section 9.2   Transfer of Certificates........................................................   36
      Section 9.3   Deemed Security Holders.........................................................   36
      Section 9.4   Book Entry Interests............................................................   37
      Section 9.5   Notices to Clearing Agency......................................................   37
      Section 9.6   Appointment of Successor Clearing Agency........................................   38
      Section 9.7   Definitive Preferred Security Certificates......................................   38
      Section 9.8   Mutilated, Destroyed, Lost or Stolen Certificates...............................   39

ARTICLE X           LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS............   39

      Section 10.1  Liability.......................................................................   39
      Section 10.2  Exculpation.....................................................................   40
      Section 10.3  Fiduciary Duty..................................................................   40
      Section 10.4  Indemnification.................................................................   41
      Section 10.5  Outside Businesses..............................................................   44
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                                Table of Contents

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ARTICLE XI          ACCOUNTING......................................................................   45

      Section 11.1  Fiscal Year.....................................................................   45
      Section 11.2  Certain Accounting Matters......................................................   45
      Section 11.3  Banking.........................................................................   46
      Section 11.4  Withholding.....................................................................   46

ARTICLE XII         AMENDMENTS AND MEETINGS.........................................................   46

      Section 12.1  Amendments......................................................................   46
      Section 12.2  Meetings of the Holders of Securities: Action by Written Consent................   48

ARTICLE XIII        REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE...................   50

      Section 13.1  Representations and Warranties of Institutional Trustee.........................   50
      Section 13.2  Representations and Warranties of Delaware Trustee..............................   50

ARTICLE XIV         MISCELLANEOUS...................................................................   51

      Section 14.1  Notices.........................................................................   51
      Section 14.2  Governing Law...................................................................   52
      Section 14.3  Intention of the Parties........................................................   52
      Section 14.4  Headings........................................................................   53
      Section 14.5  Successors and Assigns..........................................................   53
      Section 14.6  Partial Enforceability..........................................................   53
      Section 14.7  Counterparts....................................................................   53
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      AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of [___], by the Trustees (as defined herein), the Sponsor (as
defined herein) and by the holders, from time to time, of undivided beneficial
interests in the assets of the Trust to be issued pursuant to this Declaration;

      WHEREAS, the Trustees and the Sponsor established Hartford Life Capital V
(the "Trust"), a trust under the Business Trust Act (as defined herein),
pursuant to a Declaration of Trust dated as of [____], (the "Original
Declaration") and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on [___], for the sole purpose of issuing and selling
certain securities representing undivided beneficial interests in the assets of
the Trust and investing the proceeds thereof in certain Debentures of the
Debenture Issuer;

      WHEREAS, all of the Trustees and the Sponsor, by this Declaration, amend
and restate each and every term and provision of the Original Declaration.

      NOW, THEREFORE, it being the intention of the parties hereto to continue
the Trust as a business trust under the Business Trust Act and that this
Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                   ARTICLE I

                         INTERPRETATION AND DEFINITIONS

      Section 1.1. Definitions.

      Unless the context otherwise requires:

            (a)   Capitalized terms used in this Declaration but not defined in
      the preamble above have the respective meanings assigned to them in this
      Section 1.1;

            (b)   a term defined anywhere in this Declaration has the same
      meaning throughout;

            (c)   all references to "the Declaration" or "this Declaration" are
      to this Declaration as modified, supplemented or amended from time to
      time;

            (d)   all references in this Declaration to Articles, Sections,
      Annexes and Exhibits are to Articles and Sections of, and Annexes and
      Exhibits to, this Declaration unless otherwise specified;
<PAGE>   6
            (e)   a term defined in the Trust Indenture Act has the same meaning
      when used in this Declaration unless otherwise defined in this Declaration
      or unless the context otherwise requires; and

            (f)   a reference to the singular includes the plural and vice
      versa.

      "Authorized Officer" of a Person means any Person that is authorized to
bind such Person.

      "Affiliate" has the same meaning as given to that term in Rule 405 under
the Securities Act, or any successor provision thereto and as may be amended
from time to time.

      "Book Entry Interest" means a beneficial interest in a Global Certificate,
ownership and transfers of which shall be maintained and made through book
entries by a Clearing Agency as described in Section 9.4.

      "Business Day" means any day other than a Saturday, Sunday or a day on
which banking institutions in the City of New York, New York or Wilmington,
Delaware are permitted or required by any applicable law to close.

      "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code Sections 3801 et seq., as it may be amended from time to time, or any
successor legislation.

      "Certificate" means a Common Security Certificate or a Preferred Security
Certificate.

      "Clearing Agency" means an organization registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act that is acting as depositary for the
Preferred Securities and in whose name or in the name of a nominee of that
organization shall be registered a Global Certificate and which shall undertake
to effect book entry transfers and pledges of the Preferred Securities.

      "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

      "Closing Date" means the Time of Delivery as defined in the Underwriting
Agreement, which date is also the date of execution and delivery of this
Declaration.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation.


                                       2
<PAGE>   7
      "Commission" means the Securities and Exchange Commission.

      "Common Security" has the meaning specified in Section 7.1.

      "Common Security Certificate" means a definitive certificate in fully
registered form representing a Common Security substantially in the form of
Exhibit A-2.

      "Company Indemnified Person" means (a) any Regular Trustee; (b) any
Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular Trustee;
or (d) any officer, employee or agent of the Trust or its Affiliates.

      "Corporate Trust Office" means the office of the Institutional Trustee at
which the corporate trust business of the Institutional Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Declaration is located at 1100 North Market Street Wilmington,
Delaware 19890-0001, Attn: Corporate Trust Administration.

      "Covered Person" means: (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder of Securities.

      "Debenture Issuer" means the Sponsor, in its capacity as issuer of the
Debentures under the Indenture.

      "Debenture Trustee" means Wilmington Trust Company as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.

      "Debentures" means the ____% Junior Subordinated Deferrable Interest
Debentures, Series ____, due ________, to be issued by the Debenture Issuer
pursuant to the Indenture to be held by the Institutional Trustee.

      "Definitive Preferred Security Certificates" has the meaning set forth in
Section 9.4.

      "Delaware Trustee" has the meaning set forth in Section 5.2.

      "Distribution" has the meaning set forth in Section 6.1.

      "DTC" means The Depository Trust Company, the initial Clearing Agency.

      "Event of Default" in respect of the Securities means an Event of Default
(as defined in the Indenture) has occurred and is continuing in respect of the
Debentures.


                                       3
<PAGE>   8
      "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation.

      "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).

      "Global Certificate" has the meaning set forth in Section 9.4.

      "Hartford Life" means Hartford Life, Inc., a Delaware corporation.

      "Holder" means a Person in whose name a Certificate representing a
Security is registered, such Person being a beneficial owner within the meaning
of the Business Trust Act.

      "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

      "Indenture" means the Indenture dated as of June 1, 1998, between the
Debenture Issuer and the Debenture Trustee, as amended or supplemented from time
to time, pursuant to which the Debentures are to be issued.

      "Institutional Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.3.

      "Institutional Trustee Account" has the meaning set forth in Section
3.8(c).

      "Investment Company" means an investment company as defined in the
Investment Company Act.

      "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

      "Investment Company Event" has the meaning set forth in Annex I hereto.

      "Legal Action" has the meaning set forth in Section 3.6(g).

      "Majority in liquidation amount of the Securities" means, except to the
extent otherwise provided in the terms of the Preferred Securities or by the
Trust Indenture Act, Holder(s) of outstanding Securities voting together as a
single class or, as the context may require, Holders of outstanding Preferred
Securities or Holders of outstanding Common Securities voting separately as a
class, who are the record owners of an aggregate liquidation amount representing
more than 50% of the aggregate liquidation amount (including the stated amount
that would be paid on redemption, liquidation or otherwise, plus accrued and
unpaid Distributions to the date upon which the voting percentages are
determined) of all outstanding Securities of the relevant class.


                                       4
<PAGE>   9
      "Officers' Certificate" means, with respect to any Person, a certificate
signed by two Authorized Officers of such Person. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Declaration shall include:

            (a)   a statement that each officer signing the Officers'
      Certificate has read the covenant or condition and the definitions
      relating thereto;

            (b)   a brief statement of the nature and scope of the examination
      or investigation undertaken by each officer in rendering the Officers'
      Certificate;

            (c)   a statement that each such officer has made such examination
      or investigation as, in such officer's opinion, is necessary to enable
      such officer to express an informed opinion as to whether or not such
      covenant or condition has been complied with; and

            (d)   a statement as to whether, in the opinion of each such
      officer, such condition or covenant has been complied with.

      "Paying Agent" has the meaning specified in Section 3.8(h).

      "Payment Amount" has the meaning specified in Section 6.1.

      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

      "Preferred Securities Guarantee" means the guarantee agreement dated as of
[___________], between the Sponsor and the trustee named therein relating to the
Preferred Securities.

      "Preferred Security" has the meaning specified in Section 7.1.

      "Preferred Security Beneficial Owner" means, with respect to a Book Entry
Interest, a Person who is the beneficial owner of such Book Entry Interest, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).

      "Preferred Security Certificate" means a certificate representing a
Preferred Security substantially in the form of Exhibit A-1.

      "Quorum" means a majority of the Regular Trustees or, if there are only
two Regular Trustees, both of them.


                                       5
<PAGE>   10
      "Regular Trustee" has the meaning specified in Section 5.1.

      "Related Party" means, with respect to the Sponsor, any direct or indirect
wholly owned subsidiary of the Sponsor or any other Person that owns, directly
or indirectly, 100% of the outstanding voting securities of the Sponsor.

      "Responsible Officer" means, with respect to the Institutional Trustee,
any officer within the Corporate Trust Office of the Institutional Trustee,
including any vice-president, any assistant vice-president, any assistant
secretary, the treasurer, any assistant treasurer or other officer of the
Corporate Trust Office of the Institutional Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.

      "Rule 3a-5" means Rule 3a-5 under the Investment Company Act.

      "Securities" means the Common Securities and the Preferred Securities.

      "Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

      "Special Event" has the meaning set forth in Annex I hereto.

      "Sponsor" means Hartford Life, Inc., or any successor entity in a merger,
consolidation or amalgamation, in its capacity as sponsor of the Trust.

      "Successor Delaware Trustee" has the meaning set forth in Section 5.6

      "Successor Entity" has the meaning set forth in Section 3.15(b).

      "Successor Institutional Trustee" has the meaning set forth in Section
5.6.

      "Successor Securities" has the meaning set forth in Section 3.15(b).

      "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

      "Tax Event" has the meaning set forth in Annex I hereto.

      "10% in liquidation amount of the Securities" means, except as provided in
the terms of the Preferred Securities or by the Trust Indenture Act, Holder(s)
of outstanding Securities voting together as a single class or, as the context
may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities voting separately as a class, who are the record
owners of an aggregate liquidation amount


                                       6
<PAGE>   11
representing 10% or more of the aggregate liquidation amount (including the
stated amount that would be paid on redemption, liquidation or otherwise, plus
accrued and unpaid Distributions to the date upon which the voting percentages
are determined) of all outstanding Securities of the relevant class.

      "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

      "Trustee" or "Trustees" means each Person who has signed this Declaration
as a trustee, so long as such Person shall continue in office in accordance with
the terms hereof, and all other Persons who may from time to time be duly
appointed, qualified and serving as Trustees in accordance with the provisions
hereof, and references herein to a Trustee or the Trustees shall refer to such
Person or Persons solely in their capacity as trustees hereunder.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

      "Underwriting Agreement" means the Underwriting Agreement for the offering
and sale of Preferred Securities substantially in the form of Exhibit B.

                                   ARTICLE II

                               TRUST INDENTURE ACT

      Section 2.1. Trust Indenture Act: Application.

      (a)   This Declaration is subject to the provisions of the Trust Indenture
Act that are required to be part of this Declaration and shall, to the extent
applicable, be governed by such provisions.

      (b)   The Institutional Trustee shall be the only Trustee that is a
Trustee for the purposes of the Trust Indenture Act.

      (c)   If and to the extent that any provision of this Declaration limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

      (d)   The application of the Trust Indenture Act to this Declaration shall
not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.


                                       7
<PAGE>   12
      Section 2.2. Lists of Holders of Securities.

      (a)   Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide the Institutional Trustee (i) within 14 days after each record
date for payment of Distributions, a list, in such form as the Institutional
Trustee may reasonably require, of the names and addresses of the Holders of the
Securities ("List of Holders") as of such record date, and (ii) at any other
time, within 30 days of receipt by the Trust of a written request therefor, a
List of Holders as of a date no more than 14 days before such List of Holders is
given to the Institutional Trustee; provided, that neither the Sponsor nor the
Regular Trustees on behalf of the Trust shall be obligated to provide such List
of Holders at any time the List of Holders does not differ from the most recent
List of Holders given to the Institutional Trustee by the Sponsor and the
Regular Trustees on behalf of the Trust. The Institutional Trustee shall
preserve, in as current a form as is reasonably practicable, all information
contained in Lists of Holders given to it or which it receives in the capacity
as Paying Agent (if acting in such capacity) provided that the Institutional
trustee may destroy any List of Holders previously given to it on receipt of a
new List of Holders. Unless supplemented, amended or restated pursuant to this
Section 2.2(a), the Institutional Trustee shall be entitled to rely exclusively
on the last List of Holders provided to it by the Sponsor or any Regular
Trustee. Unless supplemented, amended or restated pursuant to this Section
2.2(a), the Institutional Trustee shall be entitled to rely exclusively on the
last list of Holders provided to it by the Sponsor or any Regular Trustee.

      (b)   The Institutional Trustee shall comply with its obligations under
Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

      Section 2.3. Reports by the Institutional Trustee. Within 60 days after
April 5 of each year, the Institutional Trustee shall provide to the Holders of
the Preferred Securities such reports as are required by Section 313 of the
Trust Indenture Act, if any, in the form and in the manner provided by such
Section 313. The Institutional Trustee shall also comply with the requirements
of Section 313(d) of the Trust Indenture Act.

      Section 2.4. Periodic Reports to Institutional Trustee. Each of the
Sponsor and the Regular Trustees on behalf of the Trust shall provide to the
Institutional Trustee such documents, reports and information as required by
Section 314 (if any) and the compliance certificate required by Section 314 of
the Trust Indenture Act in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act.

      Section 2.5. Evidence of Compliance with Conditions Precedent. Each of the
Sponsor and the Regular Trustees on behalf of the Trust shall provide to the
Institutional Trustee such evidence of compliance with any conditions precedent,
if any, provided for in this Declaration that relate to any of the matters set
forth in Section 314(c) of the Trust


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<PAGE>   13
Indenture Act. Any certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) may be given in the form of an Officers'
Certificate.

      Section 2.6. Events of Default: Waiver.

      (a)   The Holders of a Majority in liquidation amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default in respect of the Preferred
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

            (i)   is not waivable under the Indenture, the Event of Default
      under the Declaration shall also not be waivable; or

            (ii)  is waivable only with the consent of holders of more than a
      majority in principal amount of the Debentures (a "Super Majority")
      affected thereby, only the Holders of at least the proportion in aggregate
      liquidation amount of the Preferred Securities that the relevant Super
      Majority represents of the aggregate principal amount of the Debentures
      outstanding may waive such Event of Default in respect of the Preferred
      Securities under the Declaration.

      The foregoing provisions of this Section 2.6(a) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(l)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act. Upon such waiver, any
such default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote,
or consent of the Holders of the Common Securities.

      (b)   The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

            (i)   is not waivable under the Indenture, except where the Holders
      of the Common Securities are deemed to have waived such Event of Default
      under the Declaration as provided in this Section 2.6(b), the Event of
      Default under the Declaration shall also not be waivable; or


                                       9
<PAGE>   14
            (ii)  is waivable only with the consent of a Super Majority, except
      where the Holders of the Common Securities are deemed to have waived such
      Event of Default under the Declaration as provided in this Section 2.6(b),
      only the Holders of at least the proportion in aggregate liquidation
      amount of the Common Securities that the relevant Super Majority
      represents of the aggregate principal amount of the Debentures outstanding
      may waive such Event of Default in respect of the Common Securities under
      the Declaration; provided further, each Holder of Common Securities will
      be deemed to have waived any such Event of Default and all Events of
      Default with respect to the Common Securities and its consequences until
      all Events of Default with respect to the Preferred Securities have been
      cured, waived or otherwise eliminated, and until such Events of Default
      with respect to the Preferred Securities have been cured, waived or
      otherwise eliminated, the Institutional Trustee will be deemed to be
      acting solely on behalf of the Holders of the Preferred Securities and
      only the Holders of the Preferred Securities will have the right to direct
      the Institutional Trustee in accordance with the terms of the Securities.
      The foregoing provisions of this Section 2.6(b) shall be in lieu of
      Sections 316(a)(1)(A) and 316(a)(l)(B) of the Trust Indenture Act and such
      sections are hereby expressly excluded from this Declaration and the
      Securities, as permitted by the Trust Indenture Act. Subject to the
      foregoing provisions of this Section 2.6(b), upon the waiver of an Event
      of Default by the Holders of a Majority in liquidation amount of the
      Common Securities, any such default shall cease to exist and any Event of
      Default with respect to the Common Securities arising therefrom shall be
      deemed to have been cured for every purpose of this Declaration, but no
      such waiver shall extend to any subsequent or other default or Event of
      Default with respect to the Common Securities or impair any right
      consequent thereon.

      (c)   A waiver of an Event of Default under the Indenture by the
Institutional Trustee at the direction of the Holders of the Preferred
Securities, constitutes a waiver of the corresponding Event of Default under
this Declaration. The foregoing provisions of this Section 2.6(c) shall be in
lieu of Sections 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this
Declaration and the Securities, as permitted by the Trust Indenture Act.

      Section 2.7. Event of Default: Notice.

      (a)   The Institutional Trustee shall, within 90 days after the occurrence
of an Event of Default, transmit by mail, first class postage prepaid, to the
Holders of the Securities, (i) notices of all defaults with respect to the
Securities actually known to a Responsible Officer of the Institutional Trustee,
unless such defaults have been cured before the giving of such notice (the term
"defaults" for the purposes of this Section 2.7(a) being hereby defined to be an
Event of Default as defined in the Indenture, not including any periods of grace
provided for therein and irrespective of the giving of any


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<PAGE>   15
notice provided therein) and (ii) any notice of default received from the
Indenture Trustee with respect to the Debentures, which notice from the
Institutional Trustee to the Holders shall state that an Event of Default under
the Indenture also constitutes an Event of Default with respect to the
Securities; provided that, except for a default in the payment of principal of
(or premium, if any) or interest on any of the Debentures or in the payment of
any sinking fund installment established for the Debentures, the Institutional
Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer of the Institutional Trustee in good faith determines that
the withholding of such notice is in the interests of the Holders of the
Securities.

      (b)   The Institutional Trustee shall not be deemed to have knowledge of
any default except:

            (i)   a default under Sections 5.01(a) and 5.01(b) of the Indenture;
      or

            (ii)  any default as to which the Institutional Trustee shall have
      received written notice or of which a Responsible Officer of the
      Institutional Trustee charged with the administration of the Declaration
      shall have actual knowledge.

                                  ARTICLE III

                                  ORGANIZATION

      Section 3.1. Name. The Trust is named "Hartford Life Capital V," as such
name may be modified from time to time by the Regular Trustees following written
notice to the Holders of Securities. The Trust's activities may be conducted
under the name of the Trust or any other name deemed advisable by the Regular
Trustees.

      Section 3.2. Office. The address of the principal office of the Trust is
c/o Hartford Life, Inc., 200 Hopmeadow Street, Simsbury, Connecticut 06089. On
ten Business Days written notice to the Holders of Securities, the Regular
Trustees may designate another principal office.

      Section 3.3. Declaration.

      (a)   The exclusive purposes and functions of the Trust are (i) to issue
and sell Securities and use the proceeds from such sale to acquire the
Debentures, (ii) to maintain the status of the Trust as a grantor trust for
United States federal income tax purposes, and (iii) except as otherwise limited
herein, to engage in only those other activities necessary, or incidental
thereto. The Trust shall not borrow money, issue debt or reinvest proceeds
derived from investments, pledge any of its assets, or otherwise undertake (or
permit to be undertaken) any activity that would cause the Trust not to be
classified for United States federal income tax purposes as a grantor trust.


                                       11
<PAGE>   16
      (b)   The Trust will be classified as a grantor trust for United States
federal income tax purposes under Subpart E of Subchapter J of the Code,
pursuant to which the Holders of the Preferred Securities and the Common
Securities will be the owners of the Trust for United States federal income tax
purposes, and such Holders will include directly in their gross income the
income, gain, deduction or loss of the Trust as if the Trust did not exist. By
the acceptance of this Trust, neither the Trustees, the Sponsor nor the owners
of the Preferred Securities or Common Securities will take any position for
United States federal income tax purposes which is contrary to the
classification of the Trust as a grantor trust.

     Section 3.4.  Authority. Subject to the limitations provided in this
Declaration and to the specific duties of the Institutional Trustee, the Regular
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust. An action taken by the Regular Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust and an action
taken by the Institutional Trustee on behalf of the Trust in accordance with its
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Trustees acting on behalf of the Trust, no person shall be required to
inquire into the authority of the Trustees to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Declaration.

      Section 3.5. Title to Property of the Trust. Except as provided in Section
3.8 with respect to the Debentures and the Institutional Trustee Account or as
otherwise expressly provided in this Declaration, legal title to all assets of
the Trust shall be vested in the Trust. The Holders shall not have legal title
to any part of the assets of the Trust, but shall have an undivided beneficial
interest in the assets of the Trust.

      Section 3.6. Powers and Duties of the Regular Trustees. The Regular
Trustees shall have the exclusive power, duty and authority to cause the Trust
to engage in the following activities:

            (a)   to issue and sell the Preferred Securities and the Common
      Securities in accordance with this Declaration; provided, however, that
      the Trust may issue no more than one series of Preferred Securities and no
      more than one series of Common Securities, and, provided further, that
      there shall be no beneficial interests in the Trust other than the
      Securities, and the issuance of Securities shall be limited to a
      simultaneous issuance of both Preferred Securities and Common Securities
      on the Closing Date;

            (b)   in connection with the issue and sale of the Preferred
      Securities, at the direction of the Sponsor, to:


                                       12
<PAGE>   17
                  (i)   assist in the preparation of a prospectus in preliminary
            and final form prepared by the Sponsor in relation to the offering
            and sale of Preferred Securities and to assist in the preparation of
            and filing with the Commission on behalf of the Trust a registration
            statement on Form S-3 or on another appropriate form (including, if
            appropriate, a registration statement under Rule 462(b) of the
            Securities Act), including any pre-effective or post-effective
            amendments thereto, relating to the registration under the
            Securities Act of the Preferred Securities;

                  (ii)  execute and file any documents prepared by the Sponsor,
            or take any acts determined by the Sponsor to be necessary, in order
            to qualify or register all or part of the Preferred Securities in
            any State in which the Sponsor has determined to qualify or register
            such Preferred Securities for sale;

                  (iii) assist in the filing of an application, prepared by the
            Sponsor, to the New York Stock Exchange, Inc., any other national
            stock exchange or the Nasdaq National Market for listing upon notice
            of issuance of any Preferred Securities;

                  (iv)  assist in the filing with the Commission on behalf of
            the Trust a registration statement on Form 8-A, prepared by the
            Sponsor, including any pre-effective or post-effective amendments
            thereto, relating to the registration of the Preferred Securities
            under Section 12(b) of the Exchange Act;

                  (v)   assist in the preparation of the Underwriting Agreement
            providing for the sale of the Preferred Securities; and

                  (vi)  execute and deliver letters, documents, or instruments
            with the Clearing Agency relating to the Preferred Securities;

            (c)   to acquire the Debentures with the proceeds of the sale of the
      Preferred Securities and the Common Securities; provided, however, that
      the Regular Trustees shall cause legal title to the Debentures to be held
      of record in the name of the Institutional Trustee for the benefit of the
      Holders of the Preferred Securities and the Holders of Common Securities;

            (d)   to give the Sponsor and the Institutional Trustee prompt
      written notice of the occurrence of a Special Event;

            (e)   to establish a record date with respect to all actions to be
      taken hereunder that require a record date be established, including and
      with respect to, for the purposes of Section 316(c) of the Trust Indenture
      Act, Distributions,


                                       13
<PAGE>   18
      voting rights, redemptions and exchanges, and to issue relevant notices to
      the Holders of Preferred Securities and Holders of Common Securities as to
      such actions and applicable record dates;

            (f)   to take all actions and perform such duties as may be required
      of the Regular Trustees pursuant to the terms of the Securities;

            (g)   to bring or defend, pay, collect, compromise, arbitrate,
      resort to legal action, or otherwise adjust claims or demands of or
      against the Trust ("Legal Action"), unless pursuant to Section 3.8(e), the
      Institutional Trustee has the exclusive power to bring such Legal Action;

            (h)   to employ or otherwise engage employees and agents (who may be
      designated as officers with titles) and managers, contractors, advisors,
      and consultants and pay reasonable compensation for such services;

            (i)   to give the certificate required by Section 314(a)(4) of the
      Trust Indenture Act to the Institutional Trustee, which certificate may be
      executed by any Regular Trustee;

            (j)   to incur expenses that are necessary or incidental to carry
      out any of the purposes of the Trust;

            (k)   to act as, or appoint another Person to act as, registrar and
      transfer agent for the Securities;

            (l)   to give prompt written notice to the Holders of the Securities
      of any notice received from the Debenture Issuer of its election to defer
      payments of interest on the Debentures by extending the interest payment
      period under the Indenture;

            (m)   to take all action that may be necessary or appropriate for
      the preservation and the continuation of the Trust's valid existence,
      rights, franchises and privileges as a statutory business trust under the
      laws of the State of Delaware and of each other jurisdiction in which such
      existence is necessary to protect the limited liability of the Holders of
      the Preferred Securities or to enable the Trust to effect the purposes for
      which the Trust was created;

            (n)   to take any action, not inconsistent with this Declaration or
      with applicable law, that the Regular Trustees determine in their
      discretion to be necessary or desirable in carrying out the activities of
      the Trust as set out in this Section 3.6, including, but not limited to:


                                       14
<PAGE>   19
                  (i)   causing the Trust not to be deemed to be an Investment
            Company required to be registered under the Investment Company Act;

                  (ii)  causing the Trust to be classified for United States
            federal income tax purposes as a grantor trust; and

                  (iii) cooperating with the Debenture Issuer to ensure that the
            Debentures will be treated as indebtedness of the Debenture Issuer
            for United States federal income tax purposes, provided that such
            action does not adversely affect the interests of Holders;

            (o)   to the extent provided in this Declaration, terminating,
      dissolving and liquidating the Trust and preparing, executing and filing
      the certificate of cancellation with the Secretary of State of the State
      of Delaware;

            (p)   to take all action necessary to cause all applicable tax
      returns and tax information reports that are required to be filed with
      respect to the Trust to be duly prepared and filed by the Regular
      Trustees, on behalf of the Trust; and

            (q)   to execute all documents or instruments, perform all duties
      and powers, and do all things for and on behalf of the Trust in all
      matters necessary or incidental to the foregoing.

      The Regular Trustees must exercise the powers set forth in this Section
3.6 in a manner that is consistent with the purposes and functions of the Trust
set out in Section 3.3, and the Regular Trustees shall not take any action that
is inconsistent with the purposes and functions of the Trust set forth in
Section 3.3.

      Subject to this Section 3.6, the Regular Trustees shall have none of the
powers or the authority of the Institutional Trustee set forth in Section 3.8.

      Any expenses incurred by the Regular Trustees pursuant to this Section 3.6
shall be reimbursed by the Debenture Issuer.

      Section 3.7. Prohibition of Actions by the Trust and the Trustees.

            (a)   The Trust shall not, and the Trustees (including the
      Institutional Trustee) shall not, engage in any activity other than as
      required or authorized by this Declaration. In particular, the Trust shall
      not and no Trustee (including the Institutional Trustee) shall cause the
      Trust to:

                  (i)   invest any proceeds received by the Trust from holding
            the Debentures, but shall promptly distribute all such proceeds to
            Holders of Securities pursuant to the terms of this Declaration and
            of the Securities;


                                       15
<PAGE>   20
                  (ii)  acquire any assets other than as expressly provided
            herein;

                  (iii) possess Trust property for other than a Trust purpose;

                  (iv)  make any loans or incur any indebtedness other than
            loans represented by the Debentures;

                  (v)   possess any power or otherwise act in such a way as to
            vary the Trust assets or the terms of the Securities in any way
            whatsoever;

                  (vi)  issue any securities or other evidences of beneficial
            ownership of, or beneficial interest in, the Trust other than the
            Securities; or

                  (vii) other than as provided in this Declaration or Annex I,
            (A) direct the time, method and place of exercising any trust or
            power conferred upon the Debenture Trustee with respect to the
            Debentures, (B) waive any past default that is waivable under the
            Indenture, or (C) exercise any right to rescind or annul any
            declaration that the principal of all the Debentures shall be due
            and payable.

      Section 3.8. Powers and Duties of the Institutional Trustee.

      (a)   The legal title to the Debentures shall be owned by and held of
record in the name of the Institutional Trustee in trust for the benefit of the
Holders of the Securities. The right, title and interest of the Institutional
Trustee to the Debentures shall vest automatically in each Person who may
hereafter be appointed as Institutional Trustee in accordance with Section 5.6.
Such vesting and cessation of title shall be effective whether or not
conveyancing documents with regard to the Debentures have been executed and
delivered.

      (b)   The Institutional Trustee shall not transfer its right, title and
interest in the Debentures to the Regular Trustees or to the Delaware Trustee
(if the Institutional Trustee does not also act as Delaware Trustee).

      (c)   The Institutional Trustee shall:

            (i)   establish and maintain a segregated non-interest bearing trust
      account (the "Institutional Trustee Account") in the name of and under the
      exclusive control of the Institutional Trustee on behalf of the Holders of
      the Securities and, upon the receipt of payments of funds made in respect
      of the Debentures held by the Institutional Trustee, deposit such funds
      into the Institutional Trustee Account and make payments to the Holders of
      the Preferred Securities and Holders of the Common Securities from the
      Institutional Trustee Account in accordance with Section 6.1. Funds in the
      Institutional Trustee Account shall be held uninvested until disbursed in
      accordance with this


                                       16
<PAGE>   21
      Declaration. The Institutional Trustee Account shall be an account that is
      maintained with a banking institution the rating on whose long-term
      unsecured indebtedness assigned by a "nationally recognized statistical
      rating organization," as that term is defined for purposes of Rule
      436(g)(2) under the Securities Act, is at least equal to the rating
      assigned to the Preferred Securities by a nationally recognized
      statistical rating organization;

            (ii)  engage in such ministerial activities as shall be specified in
      written instructions from the Regular Trustees or the Sponsor to effect
      the redemption of the Preferred Securities and the Common Securities to
      the extent the Debentures are redeemed or mature; and

            (iii) upon written notice of distribution issued by the Regular
      Trustees in accordance with the terms of the Securities, engage in such
      ministerial activities as shall be specified in written instructions from
      the Regular Trustees or the Sponsor to effect the distribution of the
      Debentures to Holders of Securities upon the occurrence of certain Special
      Events or other specified circumstances pursuant to the terms of the
      Securities.

      (d)   The Institutional Trustee shall take all actions and perform such
duties as may be specifically required of the Institutional Trustee pursuant to
the terms of the Securities.

      (e)   Subject to Section 2.6, the Institutional Trustee shall take any
Legal Action which arises out of or in connection with an Event of Default of
which a Responsible Officer of the Institutional Trustee has actual knowledge or
the Institutional Trustee's duties and obligations under this Declaration or the
Trust Indenture Act.

      (f)   The Institutional Trustee shall not resign as a Trustee unless
either:

            (i)   the Trust has been completely liquidated and the proceeds of
      the liquidation distributed to the Holders of Securities pursuant to the
      terms of the Securities; or

            (ii)  a Successor Institutional Trustee has been appointed and has
      accepted that appointment in accordance with Section 5.6.

      (g)   The Institutional Trustee shall have the legal power to exercise all
of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if an Event of Default actually known to a Responsible Officer of
the Institutional Trustee occurs and is continuing, the Institutional Trustee
shall, for the benefit of Holders of the Securities, enforce its rights as
holder of the Debentures subject to the rights of the Holders pursuant to the
terms of such Securities, this Declaration, the Business Trust Act and the Trust
Indenture Act.


                                       17
<PAGE>   22
      (h)   The Institutional Trustee may authorize one or more Persons (each, a
"Paying Agent") to pay Distributions, redemption payments or liquidation
payments on behalf of the Trust with respect to all Securities and any such
Paying Agent shall comply with Section 317(b) of the Trust Indenture Act. Any
Paying Agent may be removed by the Institutional Trustee at any time and a
successor Paying Agent or additional Paying Agents may be appointed at any time
by the Institutional Trustee.

      (i)   Subject to this Section 3.8, the Institutional Trustee shall have
none of the duties, liabilities, powers or the authority of the Regular Trustees
set forth in Section 3.6.

      The Institutional Trustee must exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Institutional Trustee shall not take
any action that is inconsistent with the purposes and functions of the Trust set
out in Section 3.3.

      Section 3.9. Certain Duties and Responsibilities of the Institutional
Trustee.

      (a)   The Institutional Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Declaration and no implied covenants shall be read into this Declaration
against the Institutional Trustee. In case an Event of Default has occurred
(that has not been cured or waived pursuant to Section 2.6) of which a
Responsible Officer of the Institutional Trustee has actual knowledge, the
Institutional Trustee shall exercise such of the rights and powers vested in it
by this Declaration, and use the same degree of care and skill in the exercise
of such rights and powers, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

      (b)   No provision of this Declaration shall be construed to relieve the
Institutional Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

            (i)   prior to the occurrence of an Event of Default and after the
      curing or waiving of all such Events of Default that may have occurred:

                  (A)   the duties and obligations of the Institutional Trustee
            shall be determined solely by the express provisions of this
            Declaration and the Institutional Trustee shall not be liable except
            for the performance of such duties and obligations as are
            specifically set forth in this Declaration, and no implied covenants
            or obligations shall be read into this Declaration against the
            Institutional Trustee; and

                  (B)   in the absence of bad faith on the part of the
            Institutional Trustee, the Institutional Trustee may conclusively
            rely, as to the truth of


                                       18
<PAGE>   23
            the statements and the correctness of the opinions expressed
            therein, upon any certificates or opinions furnished to the
            Institutional Trustee and substantially conforming to the
            requirements of this Declaration; but in the case of any such
            certificates or opinions that by any provision hereof are
            specifically required to be furnished to the Institutional Trustee,
            the Institutional Trustee shall be under a duty to examine the same
            to determine whether or not they substantially conform to the
            requirements of this Declaration;

            (ii)  the Institutional Trustee shall not be liable for any error of
      judgment made in good faith by a Responsible Officer of the Institutional
      Trustee, unless it shall be proved that the Institutional Trustee was
      negligent in ascertaining the pertinent facts;

            (iii) the Institutional Trustee shall not be liable with respect to
      any action taken or omitted to be taken by it in good faith in accordance
      with the direction of the Holders of not less than a Majority in
      liquidation amount of the Securities relating to the time, method and
      place of conducting any proceeding for any remedy available to the
      Institutional Trustee, or exercising any trust or power conferred upon the
      Institutional Trustee under this Declaration;

            (iv)  no provision of this Declaration shall require the
      Institutional Trustee to expend or risk its own funds or otherwise incur
      personal financial liability in the performance of any of its duties or in
      the exercise of any of its rights or powers, if it shall have reasonable
      grounds for believing that the repayment of such funds or liability is not
      reasonably assured to it under the terms of this Declaration or indemnity
      reasonably satisfactory to the Institutional Trustee against such risk or
      liability is not reasonably assured to it;

            (v)   the Institutional Trustee's sole duty with respect to the
      custody, safe keeping and physical preservation of the Debentures and the
      Institutional Trustee Account shall be to deal with such property in a
      similar manner as the Institutional Trustee deals with similar property
      for its own account, subject to the protections and limitations on
      liability afforded to the Institutional Trustee under this Declaration and
      the Trust Indenture Act;

            (vi)  the Institutional Trustee shall have no duty or liability for
      or with respect to the value, genuineness, existence or sufficiency of the
      Debentures or the payment of any taxes or assessments levied thereon or in
      connection therewith;

            (vii) the Institutional Trustee shall not be liable for any interest
      on any money received by it except as it may otherwise agree in writing
      with the


                                       19
<PAGE>   24
      Sponsor. Money held by the Institutional Trustee need not be segregated
      from other funds held by it except in relation to the Institutional
      Trustee Account maintained by the Institutional Trustee pursuant to
      Section 3.8(c)(i) and except to the extent otherwise required by law; and

            (viii) the Institutional Trustee shall not be responsible for
      monitoring the compliance by the Regular Trustees or the Sponsor with
      their respective duties under this Declaration, nor shall the
      Institutional Trustee be liable for any act, omission, default or
      misconduct of the Regular Trustees or the Sponsor.

      Section 3.10. Certain Rights of Institutional Trustee.

      (a)   Subject to the provisions of Section 3.9:

            (i)   the Institutional Trustee may conclusively rely and shall be
      fully protected in acting or refraining from acting upon any resolution,
      certificate, statement, instrument, opinion, report, notice, request,
      direction, consent, order, bond, debenture, note, other evidence of
      indebtedness or other paper or document believed by it to be genuine and
      to have been signed, sent or presented by the proper party or parties;

            (ii)  any direction or act of the Sponsor or the Regular Trustees
      contemplated by this Declaration shall be sufficiently evidenced by an
      Officers' Certificate;

            (iii) whenever in the administration of this Declaration, the
      Institutional Trustee shall deem it desirable that a matter be proved or
      established before taking, suffering or omitting any action hereunder, the
      Institutional Trustee (unless other evidence is herein specifically
      prescribed) may, in the absence of bad faith on its part, request and
      conclusively rely upon an Officers' Certificate which, upon receipt of
      such request, shall be promptly delivered by the Sponsor or the Regular
      Trustees;

            (iv)  the Institutional Trustee shall have no duty to see to any
      recording, filing or registration of any instrument (including any
      financing or continuation statement or any filing under tax or securities
      laws) or any rerecording, refiling or registration thereof;

            (v)   the Institutional Trustee may consult with counsel or other
      experts and the advice or opinion of such counsel and experts with respect
      to legal matters or advice within the scope of such experts' area of
      expertise shall be full and complete authorization and protection in
      respect of any action taken, suffered or omitted by it hereunder in good
      faith and in accordance with such advice or opinion, such counsel may be
      counsel to the Sponsor or any of its Affiliates, and


                                       20
<PAGE>   25
      may include any of its employees. The Institutional Trustee shall have the
      right at any time to seek instructions concerning the administration of
      this Declaration from any court of competent jurisdiction;

            (vi)  the Institutional Trustee shall be under no obligation to
      exercise any of the rights or powers vested in it by this Declaration at
      the request or direction of any Holder, unless such Holder shall have
      provided to the Institutional Trustee security and indemnity, reasonably
      satisfactory to the Institutional Trustee, against the costs, expenses
      (including attorneys' fees and expenses and the expenses of the
      Institutional Trustee's agents, nominees or custodians) and liabilities
      that might be incurred by it in complying with such request or direction,
      including such reasonable advances as may be requested by the
      Institutional Trustee provided, that, nothing contained in this Section
      3.10(a)(vi) shall be taken to relieve the Institutional Trustee, upon the
      occurrence of an Event of Default, of its obligation to exercise the
      rights and powers vested in it by this Declaration;

            (vii) the Institutional Trustee shall not be bound to make any
      investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request,
      direction, consent, order, bond, debenture, note, other evidence of
      indebtedness or other paper or document, but the Institutional Trustee, in
      its discretion, may make such further inquiry or investigation into such
      facts or matters as it may see fit;

            (viii) the Institutional Trustee may execute any of the trusts or
      powers hereunder or perform any duties hereunder either directly or by or
      through agents, custodians, nominees or attorneys and the Institutional
      Trustee shall not be responsible for any misconduct or negligence on the
      part of any agent or attorney appointed with due care by it hereunder;

            (ix)  any action taken by the Institutional Trustee or its agents
      hereunder shall bind the Trust and the Holders of the Securities, and the
      signature of the Institutional Trustee or its agents alone shall be
      sufficient and effective to perform any such action and no third party
      shall be required to inquire as to the authority of the Institutional
      Trustee to so act or as to its compliance with any of the terms and
      provisions of this Declaration, both of which shall be conclusively
      evidenced by the Institutional Trustee's or its agent's taking such
      action;

            (x)   whenever in the administration of this Declaration the
      Institutional Trustee shall deem it desirable to receive instructions with
      respect to enforcing any remedy or right or taking any other action
      hereunder, the Institutional Trustee (i) may request instructions from the
      Holders of the Securities which instructions may only be given by the
      Holders of the same proportion in liquidation amount of


                                       21
<PAGE>   26
      the Securities as would be entitled to direct the Institutional Trustee
      under the terms of the Securities in respect of such remedy, right or
      action, (ii) may refrain from enforcing such remedy or right or taking
      such other action until such instructions are received, and (iii) shall be
      protected in conclusively relying on or acting in or accordance with such
      instructions; and

            (xi)  except as otherwise expressly provided by this Declaration,
      the Institutional Trustee shall not be under any obligation to take any
      action that is discretionary under the provisions of this Declaration.

      (b)   No provision of this Declaration shall be deemed to impose any duty
or obligation on the Institutional Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Institutional Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Institutional
Trustee shall be construed to be a duty.

      Section 3.11. Delaware Trustee. Notwithstanding any other provision of
this Declaration other than Section 5.2, the Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the Regular Trustees or the Institutional Trustee
described in this Declaration. Except as set forth in Section 5.2, the Delaware
Trustee shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Business Trust Act. In performing such
limited role, the Delaware Trustee shall have all of the rights and protections
afforded to the Institutional Trustee under Section 3.9(b)(i) (except that (i)
the Delaware Trustee's standard of care shall be gross negligence, and (ii) such
rights and protections shall pertain to the Delaware Trustee without regard to
the occurrence of any Event of Default) and Section 3.10 of this Declaration.

      Section 3.12. Execution of Documents. Unless otherwise determined by the
Regular Trustees, and except as otherwise required by the Business Trust Act, a
majority of or, if there are only two, any Regular Trustee or, if there is only
one, such Regular Trustee is authorized to execute on behalf of the Trust any
documents that the Regular Trustees have the power and authority to execute
pursuant to Section 3.6.

      Section 3.13. Not Responsible for Recitals or Issuance of Securities. The
recitals contained in this Declaration and the Securities shall be taken as the
statements of the Sponsor, and the Trustees do not assume any responsibility for
their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make no
representations as to the validity or sufficiency of this Declaration or the
Securities.


                                       22
<PAGE>   27
      Section 3.14. Duration of Trust. The Trust, unless dissolved pursuant to
the provisions of Article VIII hereof, shall have existence for fifty-five (55)
years from the Closing Date.

      Section 3.15. Mergers.

      (a)   The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except as
described in Section 3.15(b) and (c) or in Annex I.

      (b)   The Trust may, with the consent of the Regular Trustees or, if there
are more than two, a majority of the Regular Trustees and without the consent of
the Holders of the Securities, the Delaware Trustee or the Institutional
Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust
organized as such under the laws of any State; provided that:

            (i)   such successor entity (the "Successor Entity") either:

                  (A)   expressly assumes all of the obligations of the Trust
            under the Securities; or

                  (B)   substitutes for the Securities other securities having
            substantially the same terms as the Preferred Securities (the
            "Successor Securities") so long as the Successor Securities rank the
            same as the Preferred Securities rank with respect to Distributions
            and payments upon liquidation, redemption and otherwise;

            (ii)  the Debenture Issuer expressly acknowledges a trustee of the
      Successor Entity that possesses the same powers and duties as the
      Institutional Trustee as the Holder of the Debentures;

            (iii) the Preferred Securities or any Successor Securities are
      listed, or any Successor Securities will be listed upon notification of
      issuance, on any national securities exchange or with any other
      organization on which the Preferred Securities are then listed or quoted;

            (iv)  such merger, consolidation, amalgamation or replacement does
      not cause the Preferred Securities (including any Successor Securities) to
      be downgraded by any nationally recognized statistical rating
      organization;

            (v)   such merger, consolidation, amalgamation or replacement does
      not adversely affect the rights, preferences and privileges of the Holders
      of the Securities (including any Successor Securities) in any material
      respect (other than


                                       23
<PAGE>   28
      with respect to any dilution of such Holders' interests in the Successor
      Entity as a result of such merger, consolidation, amalgamation or
      replacement);

            (vi)  such Successor Entity has a purpose substantially identical to
      that of the Trust;

            (vii) prior to such merger, consolidation, amalgamation or
      replacement, the Trust has received an opinion of a nationally recognized
      independent counsel to the Trust experienced in such matters to the effect
      that:

                  (A)   such merger, consolidation, amalgamation or replacement
            does not adversely affect the rights, preferences and privileges of
            the Holders of the Securities (including any Successor Securities)
            in any material respect (other than with respect to any dilution of
            the Holders' interest in the Successor Entity);

                  (B)   following such merger, consolidation, amalgamation or
            replacement, neither the Trust nor the Successor Entity will be
            required to register as an Investment Company;

                  (C)   following such merger, consolidation, amalgamation or
            replacement, the Trust (or the Successor Entity) will continue to be
            classified as a grantor trust for United States federal income tax
            purposes; and

            (viii) the Sponsor guarantees the obligations of such Successor
      Entity under the Successor Securities at least to the extent provided by
      the Preferred Securities Guarantee.

      (c)   Notwithstanding Section 3.15(b), the Trust shall not, without the
consent of Holders of 100% in liquidation amount of the Securities, consolidate,
amalgamate, merge with or into, or be replaced by any other entity or permit any
other entity to consolidate, amalgamate, merge with or into, or replace it, if
in the opinion of a nationally recognized independent tax counsel experienced in
such matters, such consolidation, amalgamation, merger or replacement would
cause the Trust or Successor Entity to be classified as other than a grantor
trust for United States federal income tax purposes.

                                   ARTICLE IV

                                     SPONSOR

      Section 4.1. Sponsor's Purchase of Common Securities. On the Closing Date,
the Sponsor will purchase all of the Common Securities issued by the Trust in an
amount


                                       24
<PAGE>   29
equal to 3% or more of the capital of the Trust, at the same time as the
Preferred Securities are sold.

      Section 4.2. Responsibilities of the Sponsor. In connection with the issue
and sale of the Preferred Securities, the Sponsor is hereby appointed an agent
of the Trust pursuant to Section 3806(b)(7) of the Business Trust Act and in
such capacity shall have the exclusive right and responsibility to engage in the
following activities:

            (a)   to prepare a prospectus relating to the offering of Preferred
      Securities by the Trust and to prepare for filing by the Trust with the
      Commission, and execute on behalf of the Trust, a registration statement
      on Form S-3 or on another appropriate form (including, if appropriate, a
      registration statement under Rule 462(b) of the Securities Act) and any
      pre-effective or post-effective amendments thereto, relating to the
      registration under the Securities Act of the Preferred Securities;

            (b)   to determine the States in which to take appropriate action to
      qualify or register for sale all or part of the Preferred Securities and
      to do any and all such acts, other than actions which must be taken by the
      Trust, and advise the Trust of actions it must take, and prepare for
      execution and filing any documents to be executed and filed by the Trust,
      as the Sponsor deems necessary or advisable in order to comply with the
      applicable laws of any such States;

            (c)   to prepare for filing by the Trust, and execute on behalf of
      the Trust, an application to the New York Stock Exchange, any other
      national stock exchange or the Nasdaq National Market for listing upon
      notice of issuance of any Preferred Securities;

            (d)   to prepare for filing by the Trust with the Commission, and
      execute on behalf of the Trust, a registration statement on Form 8-A,
      including any pre-effective or post-effective amendments thereto, relating
      to the registration of the Preferred Securities under Section 12(b) of the
      Exchange Act, including any amendments thereto;

            (e)   to negotiate the terms of, and execute on behalf of the Trust,
      the Underwriting Agreement providing for the sale of the Preferred
      Securities; and

            (f)   to execute and deliver letters, documents or instruments on
      behalf of the Trust with any Clearing Agency.

      The Sponsor must exercise the powers set forth in this Section 4.2 in a
manner that is consistent with the purposes and functions of the Trust set out
in Section 3.3, and the Sponsor shall not take any action that is inconsistent
with the purposes and functions of the Trust set forth in Section 3.3.


                                       25
<PAGE>   30
           Subject to this Section 4.2, the Sponsor shall have none of the
powers or the authority of the Institutional Trustee set forth in Section 3.8.

      Section 4.3. Guarantee of Payment of Trust Obligations.

      (a)   Subject to the terms and conditions of this Section 4.3, the Holder
of Common Securities hereby irrevocably and unconditionally guarantees to each
Person to whom the Trust is now or hereafter becomes indebted or liable (the
"Beneficiaries") the full payment, when and as due, of any and all costs,
expenses or liabilities of the Trust (other than obligations of the Trust to
make payments to holders of Trust Security pursuant to the terms thereof)
("Obligations") to such Beneficiaries.

      (b)   The agreement of the Sponsor in Section 4.3(a) is intended to be for
the benefit of, and to be enforceable by, all such Beneficiaries, whether or not
such Beneficiaries have received notice hereof.

      (c)   The agreement of the Sponsor set forth in Section 4.3(a) shall
terminate and be of no further force and effect upon the later of (a) the date
on which full payment has been made of all amounts payable to all Holders of all
the Preferred Securities (whether upon redemption, liquidation, exchange or
otherwise) and (b) the date on which there are no Beneficiaries remaining;
provided, however, that such agreement shall continue to be effective or shall
be reinstated, as the case may be, if at any time any Holder of Preferred
Securities or any Beneficiary must restore payment of any sums paid under the
Preferred Securities, under any Obligation, under the Preferred Securities
Guarantee or under this Declaration for any reason whatsoever. Such agreement is
continuing, irrevocable, unconditional and absolute.

                                   ARTICLE V

                                    TRUSTEES

      Section 5.1. Number of Trustees.

      The number of Trustees initially shall be four (4), and:

            (a)   at any time before the issuance of any Securities, the Sponsor
      may, by written instrument, increase or decrease the number of Trustees;
      and

            (b)   after the issuance of any Securities, the number of Trustees
      may be increased or decreased by vote of the Holders of a majority in
      liquidation amount of the Common Securities voting as a class at a meeting
      of the Holders of the Common Securities, provided, however, that, the
      number of Trustees shall in no event be less than two (2); provided
      further that (1) if required by the Business Trust Act, there shall be at
      least one Delaware Trustee; (2) there shall be at least


                                       26
<PAGE>   31
      one Trustee who is an employee or officer of, or is affiliated with the
      Sponsor (a "Regular Trustee"); and (3) for so long as this Declaration is
      required to qualify as an indenture under the Trust Indenture Act, there
      shall be one Institutional Trustee, who may also serve as Delaware Trustee
      if it meets the applicable requirements.

      Section 5.2. Delaware Trustee. If required by the Business Trust Act, one
Trustee (the "Delaware Trustee") shall be:

            (a)   a natural person who is a resident of the State of Delaware;
      or

            (b)   if not a natural person, an entity which has its principal
      place of business in the State of Delaware, and otherwise meets the
      requirements of applicable law, provided that, if the Institutional
      Trustee has its principal place of business in the State of Delaware and
      otherwise meets the requirements of applicable law, then the Institutional
      Trustee shall also be the Delaware Trustee and Section 3.11 shall have no
      application.

      Section 5.3. Institutional Trustee: Eligibility.

      (a)   There shall at all times be one Trustee that shall act as
Institutional Trustee which shall:

            (i)   not be an Affiliate of the Sponsor;

            (ii)  be a corporation organized and doing business under the laws
      of the United States of America or any State or territory thereof or of
      the District of Columbia, or a corporation or Person permitted by the
      Commission to act as an institutional trustee under the Trust Indenture
      Act, authorized under such laws to exercise corporate trust powers, having
      a combined capital and surplus of at least 50 million U.S. dollars
      ($50,000,000), and subject to supervision or examination by Federal,
      State, territorial or District of Columbia authority. If such corporation
      publishes reports of condition at least annually, pursuant to law or to
      the requirements of the supervising or examining authority referred to
      above, then for the purposes of this Section 5.3(a)(ii), the combined
      capital and surplus of such corporation shall be deemed to be its combined
      capital and surplus as set forth in its most recent report of condition so
      published; and

            (iii) if the Trust is excluded from the definition of an Investment
      Company solely by means of Rule 3a-7 and to the extent Rule 3a-7 requires
      a trustee having certain qualifications to hold title to the "eligible
      assets" of the Trust, the Institutional Trustee shall possess those
      qualifications.


                                       27
<PAGE>   32
      (b)   If at any time the Institutional Trustee shall cease to be eligible
to so act under Section 5.3(a), the Institutional Trustee shall immediately
resign in the manner and with the effect set forth in Section 5.6(c).

      (c)   If the Institutional Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Institutional Trustee and the Holders of the Common Securities (as if such
Holders were the obligor referred to in Section 310(b) of the Trust Indenture
Act) shall in all respects comply with the provisions of Section 310(b) of the
Trust Indenture Act.

      (d)   The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first provision contained in Section 310(b) of the Trust Indenture Act.

      (e)   The initial Institutional Trustee shall be as set forth in Section
5.5 hereof.

      Section 5.4. Qualifications of Regular Trustees and Delaware Trustee
Generally. Each Regular Trustee and the Delaware Trustee (unless the
Institutional Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall have the
power and authority to act as a trustee hereunder and shall be represented in
such capacity by one or more Authorized Officers.

      Section 5.5. Initial Trustees: Additional Powers of Regular Trustees.

      (a)   The initial Regular Trustee shall be:

            [-------------------------]
            [-------------------------]
            c/o Hartford Life, Inc.
            200 Hopmeadow Street
            Simsbury, Connecticut 06089

            The initial Delaware Trustee shall be:

            Wilmington Trust Company
            1100 North Market Street
            Wilmington, Delaware 19890-0001
            Attn: Corporate Trust Administration


                                       28
<PAGE>   33
            The initial Institutional Trustee shall be:

            Wilmington Trust Company
            1100 North Market Street
            Wilmington, Delaware 19890-0001
            Attn: Corporate Trust Administration

      (b)   Except as expressly set forth in this Declaration and except if a
meeting of the Regular Trustees is called with respect to any matter over which
the Regular Trustees have power to act, any power of the Regular Trustees may be
exercised by, or with the consent of, any one such Regular Trustee.

      (c)   Unless otherwise determined by the Regular Trustees, and except as
otherwise required by the Business Trust Act or applicable law, any one (1)
Regular Trustee is hereby authorized to execute on behalf of the Trust any
documents which the Regular Trustees have the power and authority to cause the
Trust to execute pursuant to Section 3.6.

      Section 5.6. Appointment, Removal and Resignation of Trustees.

      (a)   Subject to Section 5.6(b), Trustees may be appointed or removed
without cause at any time:

            (i)   until the issuance of any Securities, by written instrument
      executed by the Sponsor; and

            (ii)  after the issuance of any Securities, by vote of the Holders
      of a Majority in liquidation amount of the Common Securities voting as a
      class at a meeting of the Holders of the Common Securities.

      (b)   (i) The Trustee that acts as Institutional Trustee shall not be
removed in accordance with Section 5.6(a) until a successor Trustee possessing
the qualifications to act as Institutional Trustee under Section 5.3 (a
"Successor Institutional Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Institutional
Trustee and delivered to the Regular Trustees and the Sponsor; and

            (ii)  the Trustee that acts as Delaware Trustee shall not be removed
in accordance with Section 5.6(a) until a successor Trustee possessing the
qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a
"Successor Delaware Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Delaware Trustee
and delivered to the Regular Trustees and the Sponsor.


                                       29
<PAGE>   34
      (c)   A Trustee appointed to office shall hold office until his successor
shall have been appointed or until his death, removal or resignation. Any
Trustee may resign from office (without need for prior or subsequent accounting)
by an instrument in writing signed by the Trustee and delivered to the Sponsor
and the Trust, which resignation shall take effect upon such delivery or upon
such later date as is specified therein; provided, however, that:

            (i)   No such resignation of the Trustee that acts as the
      Institutional Trustee shall be effective:

                  (A)   until a Successor Institutional Trustee has been
            appointed and has accepted such appointment by instrument executed
            by such Successor Institutional Trustee and delivered to the Trust,
            the Sponsor and the resigning Institutional Trustee; or

                  (B)   until the assets of the Trust have been completely
            liquidated and the proceeds thereof distributed to the holders of
            the Securities; and

            (ii)  no such resignation of the Trustee that acts as the Delaware
      Trustee shall be effective until a Successor Delaware Trustee has been
      appointed and has accepted such appointment by instrument executed by such
      Successor Delaware Trustee and delivered to the Trust, the Sponsor and the
      resigning Delaware Trustee whereupon the resigning Trustee shall be
      released and discharged of the trusts and other duties imposed on such
      Trustee in connection herewith.

      (d)   The Holders of the Common Securities shall use their best efforts to
promptly appoint a Successor Delaware Trustee or Successor Institutional Trustee
as the case may be if the Institutional Trustee or the Delaware Trustee delivers
an instrument of resignation in accordance with this Section 5.6.

      (e)   If no Successor Institutional Trustee or Successor Delaware Trustee
shall have been appointed and accepted appointment as provided in this Section
5.6 within 60 days after delivery to the Sponsor and the Trust of an instrument
of resignation, the resigning Institutional Trustee or Delaware Trustee, as
applicable, may petition any court of competent jurisdiction for appointment of
a Successor Institutional Trustee or Successor Delaware Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper and
prescribe, appoint a Successor Institutional Trustee or Successor Delaware
Trustee, as the case may be.


                                       30
<PAGE>   35
      (f)   No Institutional Trustee or Delaware Trustee shall be liable for the
acts or omissions to act of any Successor Institutional Trustee or Successor
Delaware Trustee, as the case may be.

      Section 5.7. Vacancies among Trustees. If a Trustee ceases to hold office
for any reason and the number of Trustees is not reduced pursuant to Section
5.1, or if the number of Trustees is increased pursuant to Section 5.1, a
vacancy shall occur. A resolution certifying the existence of such vacancy by
the Regular Trustees or, if there are more than two, a majority of the Regular
Trustees shall be conclusive evidence of the existence of such vacancy. The
vacancy shall be filled with a Trustee appointed in accordance with Section 5.6.

      Section 5.8. Effect of Vacancies. The death, resignation, retirement,
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to annul, dissolve or
terminate the Trust, or terminate this Declaration. Whenever a vacancy in the
number of Regular Trustees shall occur, until such vacancy is filled by the
appointment of a Regular Trustee in accordance with Section 5.6, the Regular
Trustees in office, regardless of their number, shall have all the powers
granted to the Regular Trustees and shall discharge all the duties imposed upon
the Regular Trustees by this Declaration.

      Section 5.9. Meetings. If there is more than one Regular Trustee, meetings
of the Regular Trustees shall be held from time to time upon the call of any
Regular Trustee. Regular meetings of the Regular Trustees may be held at a time
and place fixed by resolution of the Regular Trustees. Notice of any in-person
meetings of the Regular Trustees shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not
less than 48 hours before such meeting. Notice of any telephonic meetings of the
Regular Trustees or any committee thereof shall be hand delivered or otherwise
delivered in writing (including by facsimile, with a hard copy by overnight
courier) not less than 24 hours before a meeting. Notices shall contain a brief
statement of the time, place and anticipated purposes of the meeting. The
presence (whether in person or by telephone) of a Regular Trustee at a meeting
shall constitute a waiver of notice of such meeting except where a Regular
Trustee attends a meeting for the express purpose of objecting to the
transaction of any activity on the ground that the meeting has not been lawfully
called or convened. Unless provided otherwise in this Declaration, any action of
the Regular Trustees may be taken at a meeting by vote of a majority of the
Regular Trustees present (whether in person or by telephone) and eligible to
vote with respect to such matter, provided that a Quorum is present, or without
a meeting by the unanimous written consent of the Regular Trustees. In the event
there is only one Regular Trustee, any and all action of such Regular Trustee
shall be evidenced by a written consent of such Regular Trustee.


                                       31
<PAGE>   36
      Section 5.10. Delegation of Power.

      (a)   Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
3.6, including making any governmental filing; and

      (b)   the Regular Trustees shall have power to delegate from time to time
to such of their number or to officers of the Trust the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Regular Trustees or otherwise as the Regular Trustees may deem expedient,
to the extent such delegation is not prohibited by applicable law or contrary to
the provisions of the Trust, as set forth herein.

      Section 5.11. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Institutional Trustee or the Delaware Trustee, as
the case may be, may be merged or converted or with which either may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Institutional Trustee or the Delaware Trustee, as the
case may be, shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Institutional Trustee or
the Delaware Trustee, as the case may be, shall be the successor of the
Institutional Trustee or the Delaware Trustee, as the case may be, hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                                   ARTICLE VI

                                  DISTRIBUTIONS

      Section 6.1. Distributions. Holders shall receive Distributions (as
defined herein) in accordance with the applicable terms of the relevant Holder's
Securities. Distributions shall be made on the Preferred Securities and the
Common Securities in accordance with the preferences set forth in their
respective terms. If and to the extent that the Debenture Issuer makes a payment
of interest (including Compounded Interest (as defined in the Indenture) and
Additional Interest (as defined in the Indenture)), premium and/or principal on
the Debentures held by the Institutional Trustee (the amount of any such payment
being a "Payment Amount"), the Institutional Trustee shall and is directed to
make a distribution (a "Distribution") of the Payment Amount to Holders.


                                       32
<PAGE>   37
                                  ARTICLE VII

                             ISSUANCE OF SECURITIES

      Section 7.1. General Provisions Regarding Securities.

      (a)   The Trust shall issue one class of preferred securities representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the "Preferred Securities") and one class of common
securities representing undivided beneficial interests in the assets of the
Trust having such terms as are set forth in Annex I (the "Common Securities").
The Trust shall issue no securities or other interests in the assets of the
Trust other than the Preferred Securities and the Common Securities.

      (b)   The Certificates shall be signed on behalf of the Trust by a Regular
Trustee. Such signature shall be the manual or facsimile signature of any
present or any future Regular Trustee. In case any Regular Trustee of the Trust
who shall have signed any of the Securities shall cease to be such Regular
Trustee before the Certificates so signed shall be delivered by the Trust, such
Certificates nevertheless may be delivered as though the person who signed such
Certificates had not ceased to be such Regular Trustee; and any Certificate may
be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be the Regular Trustees of the Trust, although
at the date of the execution and delivery of the Declaration any such person was
not such a Regular Trustee. Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Regular Trustees, as evidenced by their execution thereof, and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements as the Regular Trustees may deem appropriate, or as may
be required to comply with any law or with any rule or regulation of any stock
exchange on which Securities may be listed, or to conform to usage.

      (c)   The Preferred Security Certificates shall not be valid until
authenticated by the manual signature of an authorized officer of the
Institutional Trustee, the signature of whom shall be conclusive evidence that
the Preferred Security Certificates have been authenticated under this
Declaration. Upon a written order of the Trust signed by one Regular Trustee,
the Institutional Trustee shall authenticate the Preferred Security Certificates
for original issue. The Institutional Trustee may appoint an authenticating
agent acceptable to the Trust to authenticate the Preferred Security
Certificates. An authenticating agent may authenticate the Preferred Security
Certificates whenever the Institutional Trustee may do so. Each reference to
authentication by the Institutional Trustee includes authentication by such
agent. An authenticating agent has the same rights as the Institutional Trustee
to deal with the Sponsor or an Affiliate thereof.


                                       33
<PAGE>   38
      (d)   The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

      (e)   Upon issuance of the Securities as provided in this Declaration, the
Securities so issued shall be deemed to be validly issued, fully paid and
non-assessable; subject to Section 10.1 with respect to the Common Securities.

      (f)   Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Declaration.

      Section 7.2. Registrar and Paying Agent. The Trust shall maintain in
Wilmington, Delaware (i) an office or agency where Preferred Securities may be
presented for registration of transfer or for exchange ("Registrar"), and (ii)
an office or agency where Preferred Securities may be presented for payment. The
Registrar shall keep a register of the Preferred Securities and of their
transfer and exchange. The Trust may appoint the Registrar and the Paying Agent
and may appoint one or more co-registrars and one or more additional paying
agents in such other locations as it shall determine. The term "Paying Agent"
includes any additional paying agent. The Trust may change any Paying Agent,
Registrar or co-registrar without prior notice to any Holder. The Trust shall
notify the Institutional Trustee of the name and address of any agent not a
party to this Declaration. If the Trust fails to appoint or maintain another
entity as Registrar or Paying Agent, the Institutional Trustee shall act as
such. The Trust or any of its Affiliates may act as Paying Agent or Registrar.
The Trust shall act as Paying Agent, Registrar and co-registrar for the Common
Securities.

      The Trust initially appoints the Institutional Trustee as Registrar and
Paying Agent for the Preferred Securities.

      Section 7.3. Paying Agent to Hold Money in Trust. The Trust shall require
each Paying Agent other than the Institutional Trustee to agree in writing that
the Paying Agent will hold in trust for the benefit of Holders or the
Institutional Trustee all money held by the Paying Agent for the payment of
principal or Distributions on Securities, and will notify the Institutional
Trustee if there are insufficient funds. While any such insufficiency continues,
the Institutional Trustee may require a Paying Agent to pay all money held by it
to the Institutional Trustee. The Trust at any time may require a Paying Agent
to pay all money held by it to the Institutional Trustee and to account for any
money disbursed by it. Upon payment over to the Institutional Trustee, the
Paying Agent (if other than the Trust or an Affiliate of the Trust) shall have
no further liability for the money. If the Trust or the Sponsor or an Affiliate
of the Trust or the Sponsor acts as


                                       34
<PAGE>   39
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent.

                                  ARTICLE VIII

                              DISSOLUTION OF TRUST

      Section 8.1. Dissolution of Trust.

      (a)   The Trust shall dissolve:

            (i)   upon the bankruptcy of any Holder of the Common Securities or
      the Sponsor;

            (ii)  upon the filing of a certificate of dissolution or its
      equivalent with respect to any Holder of the Common Securities or the
      Sponsor; or the revocation of the Holder of the Common Securities or the
      Sponsor's charter and the expiration of 90 days after the date of
      revocation without a reinstatement thereof;

            (iii) upon the entry of a decree of judicial dissolution of any
      Holder of the Common Securities, the Sponsor or the Trust;

            (iv)  when all of the Securities shall have been called for
      redemption and the amounts necessary for redemption thereof shall have
      been paid to the Holders in accordance with the terms of the Securities;

            (v)   at the election of the Sponsor (which is wholly within its
      sole discretion); provided that the Trust shall have been dissolved in
      accordance with the terms of the Securities and all of the Debentures
      endorsed thereon shall have been distributed to the Holders of Securities
      in exchange for all of the Securities; or

            (vi)  before the issuance of any Securities, with the consent of all
      of the Regular Trustees and the Sponsor.

      (b)   As soon as is practicable after the occurrence of an event referred
to in Section 8.1(a) or upon the expiration of the term of the Trust set forth
in Section 3.14 and the winding up of the affairs of the Trust, the Trustees
shall file a certificate of cancellation with the Secretary of State of the
State of Delaware.

      (c)   The provisions of Section 3.9 and Article X shall survive the
termination of the Trust.


                                       35
<PAGE>   40
                                   ARTICLE IX

                              TRANSFER OF INTERESTS

      Section 9.1. Transfer of Securities.

      (a)   Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
the terms of the Securities. Any transfer or purported transfer of any Security
not made in accordance with this Declaration shall be null and void.

      (b)   Subject to this Article IX, Preferred Securities shall be freely
transferable.

      (c)   Subject to this Article IX, the Sponsor and any Related Party may
only transfer Common Securities to the Sponsor or a Related Party of the
Sponsor; provided that, any such transfer is subject to the condition precedent
that the transferor obtain the written opinion of nationally recognized
independent counsel experienced in such matters that such transfer would not
cause more than an insubstantial risk that:

            (i)   the Trust would not continue to be classified for United
      States federal income tax purposes as a grantor trust; and

            (ii)  the Trust would be an Investment Company or the transferee
      would become an Investment Company.

      Section 9.2. Transfer of Certificates. The Regular Trustees shall provide
for the registration of Certificates and of transfers of Certificates, which
will be effected without charge but only upon payment (with such indemnity as
the Regular Trustees may require) in respect of any tax or other government
charges that may be imposed in relation to it. Upon surrender for registration
of transfer of any Certificate, the Regular Trustees shall cause one or more new
Certificates to be issued in the name of the designated transferee or
transferees. Every Certificate surrendered for registration of transfer shall be
accompanied by a written instrument of transfer in form satisfactory to the
Regular Trustees duly executed by the Holder or such Holder's attorney duly
authorized in writing. Each Certificate surrendered for registration of transfer
shall be canceled by the Regular Trustees. A transferee of a Certificate shall
be entitled to the rights and subject to the obligations of a Holder hereunder
upon the receipt by such transferee of a Certificate. By acceptance of a
Certificate, each transferee shall be deemed to have agreed to be bound by this
Declaration.

      Section 9.3. Deemed Security Holders. The Trustees may treat the Person in
whose name any Certificate shall be registered on the books and records of the
Trust as the sole holder of such Certificate and of the Securities represented
by such Certificate for purposes of receiving Distributions and for all other
purposes whatsoever and,


                                       36
<PAGE>   41
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trust shall have
actual or other notice thereof.

      Section 9.4. Book Entry Interests. Unless otherwise specified in the terms
of the Preferred Securities, the Preferred Securities Certificates, on original
issuance, will be issued in the form of one or more, fully registered, global
Preferred Security Certificates (each a "Global Certificate"), to be delivered
to DTC, the initial Clearing Agency, by, or on behalf of, the Trust. Such Global
Certificates shall initially be registered on the books and records of the Trust
in the name of Cede & Co., the nominee of DTC, and no Preferred Security
Beneficial Owner will receive a definitive Preferred Security Certificate
representing such Preferred Security Beneficial Owner's interests in such Global
Certificates, except as provided in Section 9.7. Unless and until definitive,
fully registered Preferred Security Certificates (the "Definitive Preferred
Security Certificates") have been issued to the Preferred Security Beneficial
Owners pursuant to Section 9.7:

            (a)   the provisions of this Section 9.4 shall be in full force and
      effect;

            (b)   the Trust and the Trustees shall be entitled to deal with the
      Clearing Agency for all purposes of this Declaration (including the
      payment of Distributions on the Global Certificates and receiving
      approvals, votes or consents hereunder) as the Holder of the Preferred
      Securities and the sole holder of the Global Certificates and shall have
      no obligation to the Preferred Security Beneficial Owners;

            (c)   to the extent that the provisions of this Section 9.4 conflict
      with any other provisions of this Declaration, the provisions of this
      Section 9.4 shall control; and

            (d)   the rights of the Preferred Security Beneficial Owners shall
      be exercised only through the Clearing Agency and shall be limited to
      those established by law and agreements between such Preferred Security
      Beneficial Owners and the Clearing Agency and/or the Clearing Agency
      Participants and receive and transmit payments of Distributions on the
      Global Certificates to such Clearing Agency Participants. DTC will make
      book entry transfers among the Clearing Agency Participants.

      Section 9.5. Notices to Clearing Agency. Whenever a notice or other
communication to the Preferred Security Holders is required under this
Declaration, unless and until Definitive Preferred Security Certificates shall
have been issued to the Preferred Security Beneficial Owners pursuant to Section
9.7, the Regular Trustees shall give all such notices and communications
specified herein to be given to the Preferred


                                       37
<PAGE>   42
Security Holders to the Clearing Agency, and shall have no notice obligations to
the Preferred Security Beneficial Owners.

      Section 9.6. Appointment of Successor Clearing Agency. If any Clearing
Agency elects to discontinue its services as securities depositary with respect
to the Preferred Securities, the Regular Trustees may, in their sole discretion,
appoint a successor Clearing Agency with respect to such Preferred Securities.

      Section 9.7. Definitive Preferred Security Certificates. If:

            (a)   a Clearing Agency elects to discontinue its services as
      securities depositary with respect to the Preferred Securities and a
      successor Clearing Agency is not appointed within 90 days after such
      discontinuance pursuant to Section 9.6; or

            (b)   the Regular Trustees elect after consultation with the Sponsor
      to terminate the book entry system through the Clearing Agency with
      respect to the Preferred Securities,

            then:

                  (c)   Definitive Preferred Security Certificates shall be
      prepared by the Regular Trustees on behalf of the Trust with respect to
      such Preferred Securities; and

                  (d)   upon surrender of the Global Certificates by the
      Clearing Agency, accompanied by registration instructions, the Regular
      Trustees shall cause Definitive Certificates to be delivered to Preferred
      Security Beneficial Owners in accordance with the instructions of the
      Clearing Agency. Neither the Trustees nor the Trust shall be liable for
      any delay in delivery of such instructions and each of them may
      conclusively rely on, and shall be protected in relying on, said
      instructions of the Clearing Agency. The Definitive Preferred Security
      Certificates shall be printed, lithographed or engraved or may be produced
      in any other manner as is reasonably acceptable to the Regular Trustees,
      as evidenced by their execution thereof, and may have such letters,
      numbers or other marks of identification or designation and such legends
      or endorsements as the Regular Trustees may deem appropriate, or as may be
      required to comply with any law or with any rule or regulation made
      pursuant thereto or with any rule or regulation of any stock exchange on
      which Preferred Securities may be listed, or to conform to usage.


                                       38
<PAGE>   43
      Section 9.8. Mutilated, Destroyed, Lost or Stolen Certificates. If:

                  (a)   any mutilated Certificates should be surrendered to the
      Regular Trustees, or if the Regular Trustees shall receive evidence to
      their satisfaction of the destruction, loss or theft of any Certificate;
      and

                  (b)   there shall be delivered to the Regular Trustees such
      security or indemnity as may be required by them to keep each of them
      harmless

then, in the absence of notice that such Certificate shall have been acquired by
a Protected Purchaser (as such term is used in section 8-405(a)(1) of the UCC as
in effect in the State of Delaware (1994 Rev)), any Regular Trustee on behalf of
the Trust shall execute, and cause the Institutional Trustee to authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like denomination. In connection with
the issuance of any new Certificate under this Section 9.8, the Regular Trustees
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute conclusive evidence
of an ownership interest in the relevant Securities, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

                                   ARTICLE X
                LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
                               TRUSTEES OR OTHERS

      Section 10.1. Liability.

      (a)   Except as expressly set forth in this Declaration, the Preferred
Securities Guarantee and the terms of the Securities, the Sponsor shall not be:

            (i)   personally liable for the return of any portion of the capital
      contributions (or any return thereon) of the Holders of the Securities
      which shall be made solely from assets of the Trust; and

            (ii)  required to pay to the Trust or to any Holder of Securities
      any deficit upon dissolution of the Trust or otherwise.

      (b)   The Holder of the Common Securities shall be liable for all of the
debts and obligations of the Trust (other than with respect to the Securities)
to the extent not satisfied out of the Trust's assets.

      (c)   Pursuant to Section 3803(a) of the Business Trust Act, the Holders
of the Preferred Securities shall be entitled to the same limitation of personal
liability extended


                                       39
<PAGE>   44
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

      Section 10.2. Exculpation.

      (a)   No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Trust or any Covered Person for any loss, damage or
claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence or willful
misconduct with respect to such acts or omissions.

      (b)   An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Trust, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which Distributions to
Holders of Securities might properly be paid.

      Section 10.3. Fiduciary Duty.

      (a)   To the extent that, at law or in equity, an Indemnified Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Declaration. The provisions of
this Declaration, to the extent that they restrict the duties and liabilities of
an Indemnified Person otherwise existing at law or in equity (other than the
duties imposed on the Institutional Trustee under the Trust Indenture Act), are
agreed by the parties hereto to replace such other duties and liabilities of
such Indemnified Person.

      (b)   Unless otherwise expressly provided herein:

            (i)   whenever a conflict of interest exists or arises between any
      Covered Person and any Indemnified Person; or

            (ii)  whenever this Declaration or any other agreement contemplated
      herein or therein provides that an Indemnified Person shall act in a
      manner that is, or provides terms that are, fair and reasonable to the
      Trust or any Holder of Securities, the Indemnified Person shall resolve
      such conflict of interest, take such


                                       40
<PAGE>   45
      action or provide such terms, considering in each case the relative
      interest of each party (including its own interest) to such conflict,
      agreement, transaction or situation and the benefits and burdens relating
      to such interests, any customary or accepted industry practices, and any
      applicable generally accepted accounting practices or principles. In the
      absence of bad faith by the Indemnified Person, the resolution, action or
      term so made, taken or provided by the Indemnified Person shall not
      constitute a breach of this Declaration or any other agreement
      contemplated herein or of any duty or obligation of the Indemnified Person
      at law or in equity or otherwise.

      (c)   Whenever in this Declaration an Indemnified Person is permitted or
required to make a decision:

            (i)   in its "discretion" or under a grant of similar authority, the
      Indemnified Person shall be entitled to consider such interests and
      factors as it desires, including its own interests, and shall have no duty
      or obligation to give any consideration to any interest of or factors
      affecting the Trust or any other Person; or

            (ii)  in its "good faith" or under another express standard, the
      Indemnified Person shall act under such express standard and shall not be
      subject to any other or different standard imposed by this Declaration or
      by applicable law.

      Section 10.4. Indemnification.

            (a)   (i) The Debenture Issuer shall indemnify, to the full extent
      permitted by law, any Company Indemnified Person who was or is a party or
      is threatened to be made a party to any threatened, pending or completed
      action, suit or proceeding, whether civil, criminal, administrative or
      investigative (other than an action by or in the right of the Trust) by
      reason of the fact that he is or was a Company Indemnified Person against
      expenses (including attorneys' fees), judgments, fines and amounts paid in
      settlement actually and reasonably incurred by him in connection with such
      action, suit or proceeding if he acted in good faith and in a manner he
      reasonably believed to be in or not opposed to the best interests of the
      Trust, and, with respect to any criminal action or proceeding, had no
      reasonable cause to believe his conduct was unlawful. The termination of
      any action, suit or proceeding by judgment, order, settlement, conviction,
      or upon a plea of nolo contendere or its equivalent, shall not, of itself,
      create a presumption that the Company Indemnified Person did not act in
      good faith and in a manner which he reasonably believed to be in or not
      opposed to the best interests of the Trust, and, with respect to any
      criminal action or proceeding, had reasonable cause to believe that his
      conduct was unlawful.


                                       41
<PAGE>   46
                  (ii)  The Debenture Issuer shall indemnify, to the full extent
      permitted by law, any Company Indemnified Person who was or is a party or
      is threatened to be made a party to any threatened, pending or completed
      action or suit by or in the right of the Trust to procure a judgment in
      its favor by reason of the fact that he is or was a Company Indemnified
      Person against expenses (including attorneys' fees) actually and
      reasonably incurred by him in connection with the defense or settlement of
      such action or suit if he acted in good faith and in a manner he
      reasonably believed to be in or not opposed to the best interests of the
      Trust and except that no such indemnification shall be made in respect of
      any claim, issue or matter as to which such Company Indemnified Person
      shall have been adjudged to be liable to the Trust unless and only to the
      extent that the Court of Chancery of Delaware or the court in which such
      action or suit was brought shall determine upon application that, despite
      the adjudication of liability but in view of all the circumstances of the
      case, such person is fairly and reasonably entitled to indemnity for such
      expenses which such Court of Chancery or such other court shall deem
      proper.

                  (iii) To the extent that a Company Indemnified Person shall be
      successful on the merits or otherwise (including dismissal of an action
      without prejudice or the settlement of an action without admission of
      liability) in defense of any action, suit or proceeding referred to in
      paragraphs (i) and (ii) of this Section 10.4(a), or in defense of any
      claim, issue or matter therein, he shall be indemnified, to the full
      extent permitted by law, against expenses (including attorneys' fees)
      actually and reasonably incurred by him in connection therewith.

                  (iv)  Any indemnification under paragraphs (i) and (ii) of
      this Section 10.4(a) (unless ordered by a court) shall be made by the
      Debenture Issuer only as authorized in the specific case upon a
      determination that indemnification of the Company Indemnified Person is
      proper in the circumstances because he has met the applicable standard of
      conduct set forth in paragraphs (i) and (ii). Such determination shall be
      made (1) by the Regular Trustees by a majority vote of a quorum consisting
      of such Regular Trustees who were not parties to such action, suit or
      proceeding, (2) if such a quorum is not obtainable, or, even if
      obtainable, if a quorum of disinterested Regular Trustees so directs, by
      independent legal counsel in a written opinion, or (3) by the Common
      Security Holder of the Trust.

                  (v)   Expenses (including attorneys' fees) incurred by a
      Company Indemnified Person in defending a civil, criminal, administrative
      or investigative action, suit or proceeding referred to in paragraphs (i)
      and (ii) of this Section 10.4(a) shall be paid by the Debenture Issuer in
      advance of the final disposition of such action, suit or proceeding upon
      receipt of an undertaking by or on behalf of such Company Indemnified
      Person to repay such amount if it shall ultimately be determined that he
      is not entitled to be indemnified by the Debenture Issuer as


                                       42
<PAGE>   47
      authorized in this Section 10.4(a). Notwithstanding the foregoing, no
      advance shall be made by the Debenture Issuer if a determination is
      reasonably and promptly made (i) by the Regular Trustees by a majority
      vote of a quorum of disinterested Regular Trustees, (ii) if such a quorum
      is not obtainable, or, even if obtainable, if a quorum of disinterested
      Regular Trustees so directs, by independent legal counsel in a written
      opinion or (iii) the Common Security Holder of the Trust, that, based upon
      the facts known to the Regular Trustees, counsel or the Common Security
      Holder at the time such determination is made, such Company Indemnified
      Person acted in bad faith or in a manner that such person did not believe
      to be in or not opposed to the best interests of the Trust, or, with
      respect to any criminal proceeding, that such Company Indemnified Person
      believed or had reasonable cause to believe his conduct was unlawful. In
      no event shall any advance be made in instances where the Regular
      Trustees, independent legal counsel or Common Security Holder reasonably
      determine that such person deliberately breached his duty to the Trust or
      its Common or Preferred Security Holders.

                  (vi)  The indemnification and advancement of expenses provided
      by, or granted pursuant to, the other paragraphs of this Section 10.4(a)
      shall not be deemed exclusive of any other rights to which those seeking
      indemnification and advancement of expenses may be entitled under any
      agreement, vote of stockholders or disinterested directors of the
      Debenture Issuer or Preferred Security Holders of the Trust or otherwise,
      both as to action in his official capacity and as to action in another
      capacity while holding such office. All rights to indemnification under
      this Section 10.4(a) shall be deemed to be provided by a contract between
      the Debenture Issuer and each Company Indemnified Person who serves in
      such capacity at any time while this Section 10.4(a) is in effect. Any
      repeal or modification of this Section 10.4(a) shall not affect any rights
      or obligations then existing.

                  (vii) The Debenture Issuer may purchase and maintain insurance
      on behalf of any person who is or was a Company Indemnified Person against
      any liability asserted against him and incurred by him in any such
      capacity, or arising out of his status as such, whether or not the
      Debenture Issuer would have the power to indemnify him against such
      liability under the provisions of this Section 10.4(a).

                  (viii) For purposes of this Section 10.4(a), references to
      "the Trust" shall include, in addition to the resulting or surviving
      entity, any constituent entity (including any constituent of a
      constituent) absorbed in a consolidation or merger, so that any person who
      is or was a director, trustee, officer or employee of such constituent
      entity, or is or was serving at the request of such constituent entity as
      a director, trustee, officer, employee or agent of another entity, shall
      stand in the


                                       43
<PAGE>   48
      same position under the provisions of this Section 10.4(a) with respect to
      the resulting or surviving entity as he would have with respect to such
      constituent entity if its separate existence had continued.

                  (ix)  The indemnification and advancement of expenses provided
      by, or granted pursuant to, this Section 10.4(a) shall, unless otherwise
      provided when authorized or ratified, continue as to a person who has
      ceased to be a Company Indemnified Person and shall inure to the benefit
      of the heirs, executors and administrators of such a person.

      (b)   The Sponsor agrees to indemnify (i) the Institutional Trustee, (ii)
the Delaware Trustee, (iii) any Affiliate of the Institutional Trustee and the
Delaware Trustee, and (iv) any officers, directors, shareholders, members,
partners, employees, representatives, custodians, nominees or agents of the
Institutional Trustee and the Delaware Trustee (each of the Persons in (i)
through (iv) being referred to as a "Fiduciary Indemnified Person") for, and to
hold each Fiduciary Indemnified Person harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration or the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against or investigating any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The obligation to indemnify as set forth in this Section 10.4(b)
shall survive the satisfaction and discharge of this Declaration and the
termination of the Trust.

      (c)   The Sponsor agrees to pay the Institutional Trustee and the Delaware
Trustee, from time to time, such compensation for all services rendered by the
Institutional Trustee and the Delaware Trustee hereunder as may be mutually
agreed upon in writing by the Sponsor and the Institutional Trustee or the
Delaware Trustee, as the case may be, and except as otherwise expressly provided
herein, to reimburse the Institutional Trustee and the Delaware Trustee upon its
or their request for all reasonable expenses (including counsel fees and
expenses), disbursements and advances incurred or made by the Institutional
Trustee or the Delaware Trustee, as the case may be, in accordance with the
provisions of this Declaration, except any such expense, disbursement or advance
as may be attributable to its or their negligence or bad faith.

      Section 10.5. Outside Businesses. Any Covered Person, the Sponsor, the
Delaware Trustee and the Institutional Trustee (subject to Section 5.3(c)) may
engage in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the business
of the Trust, and the Trust and the Holders of Securities shall have no rights
by virtue of this Declaration in and to such independent ventures or the income
or profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor, the Delaware


                                       44
<PAGE>   49
Trustee, or the Institutional Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Institutional
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person, the Delaware Trustee and the
Institutional Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Sponsor or its Affiliates.

                                   ARTICLE XI

                                   ACCOUNTING

      Section 11.1. Fiscal Year. The fiscal year ("Fiscal Year") of the Trust
shall be the calendar year, or such other year as is required by the Code.

      Section 11.2. Certain Accounting Matters.

      (a)   At all times during the existence of the Trust, the Regular Trustees
shall keep, or cause to be kept, full books of account, records and supporting
documents, which shall reflect in reasonable detail, each transaction of the
Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the accrual method of accounting for
United States federal income tax purposes. The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each Fiscal
Year of the Trust by a firm of independent certified public accountants selected
by the Regular Trustees.

      (b)   The Regular Trustees shall cause to be prepared and delivered to
each of the Holders of Securities, within 90 days after the end of each Fiscal
Year of the Trust, annual financial statements of the Trust, including a balance
sheet of the Trust as of the end of such Fiscal Year, and the related statements
of income or loss.

      (c)   The Regular Trustees shall cause to be duly prepared and delivered
to each of the Holders of Securities, any annual United States federal income
tax information statement, required by the Code, containing such information
with regard to the Securities held by each Holder as is required by the Code and
the Treasury Regulations. Notwithstanding any right under the Code to deliver
any such statement at a later date, the Regular Trustees shall endeavor to
deliver all such statements within 30 days after the end of each Fiscal Year of
the Trust.


                                       45
<PAGE>   50
      (d)   The Regular Trustees shall cause to be duly prepared and filed with
the appropriate taxing authority, an annual United States federal income tax
return, on a Form 1041 or such other form required by United States federal
income tax law, and any other annual income tax returns required to be filed by
the Regular Trustees on behalf of the Trust with any state or local taxing
authority.

      Section 11.3. Banking. The Trust shall maintain one or more bank accounts
in the name and for the sole benefit of the Trust; provided, however, that all
payments of funds in respect of the Debentures held by the Institutional Trustee
shall be made directly to the Institutional Trustee Account and no other funds
of the Trust shall be deposited in the Institutional Trustee Account. The sole
signatories for such accounts shall be designated by the Regular Trustees;
provided, however, that the Institutional Trustee shall designate the
signatories for the Institutional Trustee Account.

      Section 11.4. Withholding. The Regular Trustees shall, and shall cause the
Trust to, comply with all withholding requirements under United States federal,
state and local law. The Trust shall request, and the Holders shall provide to
the Trust, such forms or certificates as are necessary to establish an exemption
from withholding with respect to each Holder, and any representations and forms
as shall reasonably be requested by the Trust to assist it in determining the
extent of, and in fulfilling, its withholding obligations. The Regular Trustees
shall file required forms with applicable jurisdictions and, unless an exemption
from withholding is properly established by a Holder, shall remit amounts
withheld with respect to the Holder to applicable jurisdictions. To the extent
that the Trust is required to withhold and pay over any amounts to any authority
with respect to distributions or allocations to any Holder, the amount withheld
shall be deemed to be a distribution in the amount of the withholding to the
Holder. In the event of any claimed over withholding, Holders shall be limited
to an action against the applicable jurisdiction. If the amount required to be
withheld was not withheld from actual Distributions made, the Trust may reduce
subsequent Distributions by the amount of such withholding.

                                  ARTICLE XII

                             AMENDMENTS AND MEETINGS

      Section 12.1. Amendments.

      (a)   Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by a
written instrument approved and executed by:

            (i)   the Regular Trustees (or, if there are more than two Regular
      Trustees a majority of the Regular Trustees);


                                       46
<PAGE>   51
            (ii)  if the amendment affects the rights, powers, duties,
      obligations or immunities of the Institutional Trustee, the Institutional
      Trustee; and

            (iii) if the amendment affects the rights, powers, duties,
      obligations or immunities of the Delaware Trustee, the Delaware Trustee;

      (b)   no amendment shall be made, and any such purported amendment shall
be void and ineffective:

            (i)   unless, in the case of any proposed amendment, the
                  Institutional Trustee shall have first received an Officers'
                  Certificate from each of the Trust and the Sponsor that such
      amendment is permitted by, and conforms to, the terms of this Declaration
      (including the terms of the Securities);

            (ii)  unless, in the case of any proposed amendment which affects
      the rights, powers, duties, obligations or immunities of the Institutional
      Trustee, the Institutional Trustee shall have first received:

                  (A)   an Officers' Certificate from each of the Trust and the
            Sponsor that such amendment is permitted by, and conforms to, the
            terms of this Declaration (including the terms of the Securities);
            and

                  (B)   an opinion of counsel (who may be counsel to the Sponsor
            or the Trust) that such amendment is permitted by, and conforms to,
            the terms of this Declaration (including the terms of the
            Securities); and

            (iii) to the extent the result of such amendment would be to:

                  (A)   cause the trust to fail to continue to be classified for
            purposes of United States federal income taxation as a grantor
            trust;

                  (B)   reduce or otherwise adversely affect the powers of the
            Institutional Trustee in contravention of the Trust Indenture Act;
            or

                  (C)   cause the Trust to be deemed to be an Investment Company
            required to be registered under the Investment Company Act;

      (c)   at such time after the Trust has issued any Securities that remain
outstanding, any amendment that would adversely affect the rights, privileges or
preferences of any Holder of Securities may be effected only with such
additional requirements as may be set forth in the terms of such Securities;

      (d)   Section 9.1(c) and this Section 12.1 shall not be amended without
the consent of all of the Holders of the Securities;


                                       47
<PAGE>   52
      (e)   Article IV shall not be amended without the consent of the Holders
of a Majority in liquidation amount of the Common Securities and;

      (f)   the rights of the Holders of the Common Securities under Article V
to increase or decrease the number of, and appoint and remove Trustees shall not
be amended without the consent of the Holders of a Majority in liquidation
amount of the Common Securities; and

      (g)   subject to Section 12.1(c), this Declaration may be amended without
the consent of the Holders of the Securities to:

            (i)   cure any ambiguity;

            (ii)  correct or supplement any provision in this Declaration that
      may be defective or inconsistent with any other provision of this
      Declaration;

            (iii) add to the covenants, restrictions or obligations of the
      Sponsor;

            (iv)  to conform to any change in Rule 3a-5 or written change in
      interpretation or application of Rule 3a-5 by any legislative body, court,
      government agency or regulatory authority which amendment does not have a
      material adverse effect on the right, preferences or privileges of the
      Holders; and

            (v)   to modify, eliminate and add to any provision of the
      Declaration to such extent as may be reasonably necessary to effectuate
      any of the foregoing or to otherwise comply with applicable law.

      Section 12.2. Meetings of the Holders of Securities: Action by Written
Consent.

      (a)   Meetings of the Holders of any class of Securities may be called at
any time by the Regular Trustees (or as provided in the terms of the Securities)
to consider and act on any matter on which Holders of such class of Securities
are entitled to act under the terms of this Declaration, the terms of the
Securities or the rules of any stock exchange on which the Preferred Securities
are listed or admitted for trading. The Regular Trustees shall call a meeting of
the Holders of such class if directed to do so by the Holders of Securities
representing at least 25% in liquidation amount of such class of Securities.
Such direction shall be given by delivering to the Regular Trustees one or more
calls in a writing stating that the signing Holders of Securities wish to call a
meeting and indicating the general or specific purpose for which the meeting is
to be called. Any Holders of Securities calling a meeting shall specify in
writing the Security Certificates held by the Holders of Securities exercising
the right to call a meeting and only those Securities specified shall be counted
for purposes of determining whether the required percentage set forth in the
second sentence of this paragraph has been met.


                                       48
<PAGE>   53
      (b)   Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

            (i)   notice of any such meeting shall be given to all the Holders
      of Securities having a right to vote thereat at least 7 days and not more
      than 60 days before the date of such meeting. Whenever a vote, consent or
      approval of the Holders of Securities is permitted or required under this
      Declaration or the rules of any stock exchange on which the Preferred
      Securities are listed or admitted for trading, such vote, consent or
      approval may be given at a meeting of the Holders of Securities. Any
      action that may be taken at a meeting of the Holders of Securities may be
      taken without a meeting if a consent in writing setting forth the action
      so taken is signed by the Holders of Securities owning not less than the
      minimum amount of Securities in liquidation amount that would be necessary
      to authorize or take such action at a meeting at which all Holders of
      Securities having a right to vote thereon were present and voting. Prompt
      notice of the taking of action without a meeting shall be given to the
      Holders of Securities entitled to vote who have not consented in writing.
      The Regular Trustees may specify that any written ballot submitted to the
      Security Holder for the purpose of taking any action without a meeting
      shall be returned to the Trust within the time specified by the Regular
      Trustees;

            (ii)  each Holder of a Security may authorize any Person to act for
      it by proxy on all matters in which a Holder of Securities is entitled to
      participate, including waiving notice of any meeting, or voting or
      participating at a meeting. No proxy shall be valid after the expiration
      of 11 months from the date thereof unless otherwise provided in the proxy.
      Every proxy shall be revocable at the pleasure of the Holder of Securities
      executing it. Except as otherwise provided herein, all matters relating to
      the giving, voting or validity of proxies shall be governed by the General
      Corporation Law of the State of Delaware relating to proxies, and judicial
      interpretations thereunder, as if the Trust were a Delaware corporation
      and the Holders of the Securities were stockholders of a Delaware
      corporation;

            (iii) each meeting of the Holders of the Securities shall be
      conducted by the Regular Trustees or by such other Person that the Regular
      Trustees may designate; and

            (iv)  unless the Business Trust Act, this Declaration, the terms of
      the Securities, the Trust Indenture Act or the listing rules of any stock
      exchange on which the Preferred Securities are then listed or trading,
      otherwise provides, the Regular Trustees, in their sole discretion, shall
      establish all other provisions relating to meetings of Holders of
      Securities, including notice of the time, place or purpose of any meeting
      at which any matter is to be voted on by any Holders of


                                       49
<PAGE>   54
      Securities, waiver of any such notice, action by consent without a
      meeting, the establishment of a record date, quorum requirements, voting
      in person or by proxy or any other matter with respect to the exercise of
      any such right to vote.

                                  ARTICLE XIII

                  REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND
                                DELAWARE TRUSTEE

      Section 13.1. Representations and Warranties of Institutional Trustee. The
Trustee that acts as initial Institutional Trustee represents and warrants to
the Trust and to the Sponsor at the date of this Declaration, and each Successor
Institutional Trustee represents and warrants to the Trust and the Sponsor at
the time of the Successor Institutional Trustee's acceptance of its appointment
as Institutional Trustee that:

            (a)   the Institutional Trustee is a Delaware banking corporation
      with trust powers, duly organized, validly existing and in good standing
      under the laws of the State of Delaware, with trust power and authority to
      execute and deliver, and to carry out and perform its obligations under
      the terms of, the Declaration;

            (b)   the execution, delivery and performance by the Institutional
      Trustee of the Declaration has been duly authorized by all necessary
      corporate action on the part of the Institutional Trustee. The Declaration
      has been duly executed and delivered by the Institutional Trustee, and it
      constitutes a legal, valid and binding obligation of the Institutional
      Trustee, enforceable against it in accordance with its terms, subject to
      applicable bankruptcy, reorganization, moratorium, insolvency, and other
      similar laws affecting creditors' rights generally and to general
      principles of equity and the discretion of the court (regardless of
      whether the enforcement of such remedies is considered in a proceeding in
      equity or at law);

            (c)   the execution, delivery and performance of the Declaration by
      the Institutional Trustee does not conflict with or constitute a breach of
      the Amended Charter or by-laws of the Institutional Trustee; and

            (d)   no consent, approval or authorization of, or registration with
      or notice to, any State or Federal banking authority governing the banking
      or trust powers of the Institutional Trustee is required for the
      execution, delivery or performance by the Institutional Trustee, of the
      Declaration.

      Section 13.2. Representations and Warranties of Delaware Trustee. The
Trustee that acts as initial Delaware Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Declaration, and each Successor
Delaware Trustee represents


                                       50
<PAGE>   55
and warrants to the Trust and the Sponsor at the time of the Successor Delaware
Trustee's acceptance of its appointment as Delaware Trustee that:

            (a)   The Delaware Trustee is a Delaware banking corporation with
      trust powers, duly organized, validly existing and in good standing under
      the laws of the State of Delaware, with trust power and authority to
      execute and deliver, and to carry out and perform its obligations under
      the terms of, the Declaration.

            (b)   The Delaware Trustee has been authorized to perform its
      obligations under the Certificate of Trust and the Declaration. The
      Declaration under Delaware law constitutes a legal, valid and binding
      obligation of the Delaware Trustee, enforceable against it in accordance
      with its terms, subject to applicable bankruptcy, reorganization,
      moratorium, insolvency, and other similar laws affecting creditors' rights
      generally and to general principles of equity and the discretion of the
      court (regardless of whether the enforcement of such remedies is
      considered in a proceeding in equity or at law).

            (c)   No consent, approval or authorization of, or registration with
      or notice to, any State or Federal banking authority governing the banking
      or trust powers of the Institutional Trustee is required for the
      execution, delivery or performance by the Delaware Trustee of the
      Declaration.

            (d)   The Delaware Trustee has its principal place of business in
      the State of Delaware.

                                  ARTICLE XIV

                                  MISCELLANEOUS

      Section 14.1. Notices. All notices provided for in this Declaration shall
be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by registered or certified mail, as follows:

            (a)   if given to the Trust, in care of the Regular Trustees at the
      Trust's mailing address set forth below (or such other address as the
      Trust may give notice of to the Holders of the Securities):

                  Hartford Life Capital V
                  c/o Hartford Life, Inc.
                  200 Hopmeadow Street
                  Simsbury, Connecticut 06089
                  Attention: [_______________]
                  With a copy to: [____________]


                                       51
<PAGE>   56
            (b)   if given to the Delaware Trustee, at the mailing address set
      forth below (or such other address as Delaware Trustee may give notice of
      to the Holders of the Securities):

                  Wilmington Trust Company
                  1100 North Market Street
                  Wilmington, Delaware 19890-0001
                  Attn: Corporate Trust Administration

            (c)   if given to the Institutional Trustee, at its Corporate Trust
      Office (or such other address as the Institutional Trustee may give notice
      of to the Holders of the Securities):

                  Wilmington Trust Company
                  1100 North Market Street
                  Wilmington, Delaware 19890-0001
                  Attn: Corporate Trust Administration

            (d)   if given to the Holder of the Common Securities, at the
      mailing address of the Sponsor set forth below (or such other address as
      the Holder of the Common Securities may give notice of to the Trust):

                  Hartford Life, Inc.
                  200 Hopmeadow Street
                  Simsbury, Connecticut 06089
                  Attention: [_______________]
                  With a copy to: [____________]

            (e)   if given to any other Holder, at the address set forth on the
      books and records of the Trust.

      All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

      Section 14.2. Governing Law. This Declaration and the rights of the
parties hereunder shall be governed by and interpreted in accordance with the
laws of the State of Delaware and all rights and remedies shall be governed by
such laws without regard to principles of conflict of laws.

      Section 14.3. Intention of the Parties. It is the intention of the parties
hereto that the Trust be classified for United States federal income tax
purposes as a grantor trust.


                                       52
<PAGE>   57
The provisions of this Declaration shall be interpreted to further this
intention of the parties.

      Section 14.4. Headings. Headings contained in this Declaration are
inserted for convenience of reference only and do not affect the interpretation
of this Declaration or any provision hereof.

      Section 14.5. Successors and Assigns. Whenever in this Declaration any of
the parties hereto is named or referred to, the successors and assigns of such
party shall be deemed to be included, and all covenants and agreements in this
Declaration by the Sponsor and the Trustees shall bind and inure to the benefit
of their respective successors and assigns, whether so expressed.

      Section 14.6. Partial Enforceability. If any provision of this
Declaration, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Declaration, or the application of
such provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.

      Section 14.7. Counterparts. This Declaration may contain more than one
counterpart of the signature page and this Declaration may be executed by the
affixing of the signature of each of the parties hereto one of such counterpart
signature pages. All of such counterpart signature pages shall be read as though
one, and they shall have the same force and effect as though all of the signers
had signed a single signature page.


                                       53
<PAGE>   58
      IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.

                                 _________________________, as Regular Trustee


                                 _________________________, as Regular Trustee


                                 WILMINGTON TRUST COMPANY, as Delaware Trustee


                                 By:   ________________________________________
                                       Name:
                                       Title:


                                 WILMINGTON TRUST COMPANY, as Institutional
                                       Trustee


                                 By:   ________________________________________
                                       Name:
                                       Title:


                                 HARTFORD LIFE, INC., as Sponsor and Debenture
                                       Issuer


                                 By:   ________________________________________
                                       Name:
                                       Title:

                                       54
<PAGE>   59
                                                                    EXHIBIT 4.22

                                     ANNEX I
                                    TERMS OF
              [_______]% TRUST PREFERRED SECURITIES, SERIES _______
               [_______]% TRUST COMMON SECURITIES, SERIES _______


         Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of [______] (as amended from time to time, the "Declaration"),
the designation, rights, privileges, restrictions, preferences and other terms
and provisions of the Preferred Securities and the Common Securities are set out
below (each capitalized term used but not defined herein has the meaning set
forth in the Declaration or, if not defined in such Declaration, as defined in
the Prospectus referred to below):

         1. Designation and Number.

         (a) Preferred Securities. ___________ (__________) Preferred Securities
of the Trust with an aggregate liquidation amount with respect to the assets of
the Trust of _____________________________ dollars ($______________) and a
liquidation amount with respect to the assets of the Trust of $__ per preferred
security, are hereby designated for the purposes of identification only as "[ ]%
Trust Preferred Securities, Series _______" (the "Preferred Securities"). The
Preferred Security Certificates evidencing the Preferred Securities shall be
substantially in the form of Exhibit A-1 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice or to conform to the rules of any stock exchange on
which the Preferred Securities are listed.

         (b) Common Securities. __________________________________________
______ (_______) Common Securities of the Trust with an aggregate liquidation
amount with respect to the assets of the Trust of ___________________________
___________________ dollars ($____________) and a liquidation amount with
respect to the assets of the Trust of $____________ per common security, are
hereby designated for the purposes of identification only as "[________]% Trust
Common Securities, Series _______" (the "Common Securities"). The Common
Security Certificates evidencing the Common Securities shall be substantially in
the form of Exhibit A-2 to the Declaration, with such changes and additions
thereto or deletions therefrom as may be required by ordinary usage, custom or
practice.

         2. Distributions.

         (a) Distributions payable on each Security will be fixed at a rate per
annum of [ ]% (the "Coupon Rate") of the stated liquidation amount of $__ per
Security, such rate being the rate of interest payable on the Debentures to be
held by the Institutional Trustee. Distributions in arrears beyond the first
date such Distributions are payable (or would be payable if not for any
Extension Period (as defined below) or default by the
<PAGE>   60
Debenture Issuer on the Debentures) will bear interest thereon compounded
quarterly at the Coupon Rate (to the extent permitted by applicable law). The
term "Distributions" as used herein includes such cash distributions and any
such interest payable unless otherwise stated. A Distribution is payable only to
the extent that payments are made in respect of the Debentures held by the
Institutional Trustee and to the extent the Institutional Trustee has funds
available therefor. The amount of Distributions payable for any period will be
computed for any full quarterly Distribution period on the basis of a 360-day
year of twelve 30-day months, and for any period shorter than a full quarterly
Distribution period for which Distributions are computed, Distributions will be
computed on the basis of the actual number of days elapsed per 90-day quarter.

         (b) Distributions on the Securities will be cumulative, will accrue
from and including [______], and will be payable quarterly in arrears, on
__________, ________, _______, and __________ of each year, commencing on
[______] 2001. When, as and if available for payment, Distributions will be made
by the Institutional Trustee, except as otherwise described below. The Debenture
Issuer has the right under the Indenture to defer payments of interest on the
Debentures by extending the interest payment period from time to time on the
Debentures for a period not exceeding 20 consecutive quarters (each an
"Extension Period"), during which Extension Period no interest shall be due and
payable on the Debentures, provided that no Extension Period may extend beyond
the date of maturity of the Debentures. As a consequence of the Debenture
Issuer's extension of the interest payment period, Distributions will also be
deferred. Despite such deferral, quarterly Distributions will continue to accrue
with interest thereon (to the extent permitted by applicable law) at the Coupon
Rate compounded quarterly during any such Extension Period. In the event that
the Debenture Issuer exercises its right to extend the interest payment period,
then (a) the Debenture Issuer shall not declare or pay any dividend on, make any
distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock or make any
guarantee payment with respect thereto (other than (i) repurchases, redemptions
or other acquisitions of shares of capital stock of Hartford Life in connection
with any employment contract, benefit plan or other similar arrangement with or
for the benefit of employees, officers, directors or consultants, (ii) as a
result of an exchange or conversion of any class or series of Hartford Life's
capital stock for any other class or series of Hartford Life's capital stock,
(iii) the purchase of fractional interests in shares of Hartford Life's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, or (iv) distribution of rights under
any shareholders' rights plan adopted by Hartford Life) and (b) the Debenture
Issuer shall not make any payment of interest on or principal of (or premium, if
any, on), or repay, repurchase or redeem, any debt securities issued by the
Debenture Issuer or its subsidiaries that rank pari passu with or junior to the
Debentures. The foregoing, however, will not apply to any stock dividends paid
by Hartford Life where the dividend stock is the same stock as that on which the
dividend is being paid. Prior to the termination of any such Extension Period,
the Debenture Issuer may further extend such

                                       2
<PAGE>   61
Extension Period; provided that such Extension Period, together with all such
previous and further extensions thereof, may not exceed 20 consecutive quarters;
provided, further, that no Extension Period may extend beyond the maturity of
the Debentures. Payments of accrued Distributions will be payable to Holders as
they appear on the books and records of the Trust on the first record date after
the end of the Extension Period. Upon the termination of any Extension Period
and the payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements. The Regular Trustees will
give notice to each Holder of any Extension Period upon their receipt of notice
thereof from the Debenture Issuer.

         (c) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust at the close of
business on the relevant record dates. While the Preferred Securities remain in
book-entry only form, the relevant record dates shall be one Business Day prior
to the relevant payment dates which payment dates shall correspond to the
interest payment dates on the Debentures. Subject to any applicable laws and
regulations and the provisions of the Declaration, each such payment in respect
of the Preferred Securities will be made as described under the heading
"Description of the Preferred Securities -- Book-Entry Only Issuance -- The
Depository Trust Company" in the Prospectus Supplement dated [ ], 2001, (the
"Prospectus Supplement") to the Prospectus dated [ ] (together, the
"Prospectus"), of the Trust included in the Registration Statement on Form S-3
of the Sponsor, the Trust and certain other business trusts. The relevant record
dates for the Common Securities shall be the same record date as for the
Preferred Securities. If the Preferred Securities shall not continue to remain
in book-entry only form, the relevant record dates for the Preferred Securities
shall conform to the rules of any securities exchange on which the securities
are listed and, if none, shall be selected by the Regular Trustees, which dates
shall be at least 14 days but no more than 60 days before the relevant payment
dates, which payment dates shall correspond to the interest payment dates on the
Debentures. Distributions payable on any Securities that are not punctually paid
on any Distribution payment date, as a result of the Debenture Issuer having
failed to make a payment under the Debentures (other than while an Extension
Period shall be continuing) , will cease to be payable to the Person in whose
name such Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture. If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the
Distribution payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay) except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such Distribution payment
date.

                                       3
<PAGE>   62
         (d) In the event that there is any money or other property held by or
for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata (as defined herein) among the Holders of the Securities.

         3. Liquidation Distribution Upon Dissolution. In the event of any
voluntary or involuntary dissolution or winding-up of the Trust, the Holders of
the Securities on the date of the dissolution or winding-up, as the case may be,
will be entitled to receive out of the assets of the Trust available for
distribution to Holders of Securities after satisfaction of liabilities of
creditors, distributions in an amount equal to the aggregate of the stated
liquidation amount of $_______ per Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"), unless, in connection with such dissolution, or winding-up,
Debentures in an aggregate principal amount equal to the aggregate stated
liquidation amount of, with an interest rate equal to the Coupon Rate, and
bearing accrued and unpaid interest in an amount equal to the accrued and unpaid
Distributions on, such Securities outstanding at such time, have been
distributed on a Pro Rata basis to the Holders of the Securities in exchange for
such Securities.

         If, upon any such dissolution, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Securities shall be paid on a Pro Rata basis.

         4. Redemption and Distribution.

         (a) Upon the repayment of the Debentures in whole or in part, whether
at maturity or upon redemption (either at the option of the Debenture Issuer or
pursuant to a Special Event as described below), the proceeds from such
repayment or payment shall be simultaneously applied to redeem Securities having
an aggregate liquidation amount equal to the aggregate principal amount of the
Debentures so repaid or redeemed at a redemption price equal to the proceeds
from such repayment or redemption of the Debentures (the "Redemption Price").
Holders shall be given not less than 30 nor more than 60 days notice of such
redemption.

         (b) If fewer than all the outstanding Securities are to be so redeemed,
the Securities will be redeemed Pro Rata and the Preferred Securities to be
redeemed will be as described in Section 4(f)(ii) below.

         (c) The Debenture Issuer shall have the right, at any time, to dissolve
the Trust and, after satisfaction of creditors, cause Debentures held by the
Institutional Trustee, having an aggregate principal amount equal to the
aggregate stated liquidation amount of, with an interest rate identical to the
Coupon Rate, and with accrued and unpaid interest equal to accrued and unpaid
Distributions on, the Securities outstanding at

                                       4
<PAGE>   63
such time, to be distributed to the Holders of the Securities in liquidation of
such Holders' interests in the Trust on a Pro Rata basis.

         (d) The Debenture Issuer shall have the right, upon not less than 30
nor more than 60 days notice, to redeem the Debentures, in whole but not in
part, for cash within 90 days following the occurrence of a Tax Event or an
Investment Company Event (each as defined below, and each a "Special Event"),
and, following such redemption, Securities with an aggregate liquidation amount
equal to the aggregate principal amount of the Debentures so redeemed shall be
redeemed by the Trust at the Redemption Price on a Pro Rata basis.

         "Tax Event" means that the Regular Trustees shall have received an
opinion of a nationally recognized independent tax counsel experienced in such
matters (a "Tax Event Opinion") to the effect that, as a result of (a) any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or (b) any interpretation or
application of, or pronouncement with respect to, such laws or regulation, by
any legislative body, court, governmental agency or regulatory authority
(including the enactment of any legislation and the publication of any judicial
decision or regulatory determination), which amendment or change is effective or
which interpretation, application or pronouncement is announced on or after
____, 2001, there is more than an insubstantial risk that (i) the Trust would be
subject to United States federal income tax with respect to interest accrued or
received on the Debentures, (ii) the Trust would be subject to more than a de
minimis amount of other taxes, duties or other governmental charges, or (iii)
interest payable to the Trust on the Debentures would not be deductible, in
whole or in part, by the Debenture Issuer for United States federal income tax
purposes.

         "Investment Company Event" means that the Regular Trustees shall have
received an opinion of a nationally recognized independent counsel experienced
in practice under the Investment Company Act (an "Investment Company Event
Opinion") to the effect that, as a result of the occurrence of a change in law
or regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), there is a more than an insubstantial
risk that the Trust is or will be considered an Investment Company which is
required to be registered under the Investment Company Act, which Change in 1940
Act Law becomes effective on or after the date of the Prospectus Supplement.

         On and from the date fixed by the Regular Trustees for any distribution
of Debentures and dissolution of the Trust: (i) the Securities will no longer be
deemed to be outstanding, (ii) DTC or its nominee (or any successor Clearing
Agency or its nominee), as the record Holder of the Preferred Securities, will
receive a registered global certificate

                                       5
<PAGE>   64
or certificates representing the Debentures to be delivered upon such
distribution and (iii) any certificates representing Securities, except for
certificates representing Preferred Securities held by DTC or its nominee (or
any successor Clearing Agency or its nominee), will be deemed to represent
beneficial interests in the Debentures having an aggregate principal amount
equal to the aggregate stated liquidation amount of, with an interest rate
identical to the Coupon Rate of, and accrued and unpaid interest equal to
accrued and unpaid Distributions on such Securities until such certificates are
presented to the Debenture Issuer or its agent for transfer or reissue.

         (e) The Trust may not redeem fewer than all the outstanding Securities
unless all accrued and unpaid Distributions have been paid on all Securities for
all quarterly Distribution periods terminating on or before the date of
redemption.

         (f) If the Debentures are distributed to Holders of the Securities,
pursuant to the terms of the Indenture, the Debenture Issuer will use its best
efforts to have the Debentures listed on the New York Stock Exchange or on such
other exchange as the Preferred Securities were listed immediately prior to the
distribution of the Debentures.

         (g) Redemption or Distribution procedures will be as follows:

                  (i) Notice of any redemption of, or notice of distribution of
         Debentures in exchange for the Securities (a "Redemption/Distribution
         Notice") will be given by the Trust by mail to each Holder of
         Securities to be redeemed or exchanged not fewer than 30 nor more than
         60 days before the date fixed for redemption or exchange thereof which,
         in the case of a redemption, will be the date fixed for redemption of
         the Debentures. For purposes of the calculation of the date of
         redemption or exchange and the dates on which notices are given
         pursuant to this Section 4(f)(i), a Redemption/Distribution Notice
         shall be deemed to be given on the day such notice is first mailed by
         first-class mail, postage prepaid, to Holders of Securities. Each
         Redemption/Distribution Notice shall be addressed to the Holders of
         Securities at the address of each such Holder appearing in the books
         and records of the Trust. No defect in the Redemption/Distribution
         Notice or in the mailing of either thereof with respect to any Holder
         shall affect the validity of the redemption or exchange proceedings
         with respect to any other Holder.

                  (ii) In the event that fewer than all the outstanding
         Securities are to be redeemed, the Securities to be redeemed shall be
         redeemed Pro Rata from each Holder of Preferred Securities, it being
         understood that, in respect of Preferred Securities registered in the
         name of and held of record by DTC or its nominee (or any successor
         Clearing Agency or its nominee) or any nominee, the distribution of the
         proceeds of such redemption will be made to each Clearing Agency

                                       6
<PAGE>   65
         Participant (or Person on whose behalf such nominee holds such
         securities) in accordance with the procedures applied by such agency or
         nominee.

                  (iii) If Securities are to be redeemed and the Trust gives a
         Redemption/Distribution Notice, which notice may only be issued if the
         Debentures are redeemed as set out in this Section 4 (which notice will
         be irrevocable), then (A) while the Preferred Securities are in
         book-entry only form, with respect to the Preferred Securities, by
         12:00 noon, New York City time, on the redemption date, provided, that
         the Debenture Issuer has paid the Institutional Trustee a sufficient
         amount of cash in connection with the related redemption or maturity of
         the Debentures, the Institutional Trustee will deposit irrevocably with
         DTC or its nominee (or successor Clearing Agency or its nominee) funds
         sufficient to pay the applicable Redemption Price with respect to the
         Preferred Securities and will give DTC (or any successor Clearing
         Agency) irrevocable instructions and authority to pay the Redemption
         Price to the Preferred Security Beneficial Owners, and (B) with respect
         to Preferred Securities issued in definitive form and Common
         Securities, provided that the Debenture Issuer has paid the
         Institutional Trustee a sufficient amount of cash in connection with
         the related redemption or maturity of the Debentures, the Institutional
         Trustee will pay the relevant Redemption Price to the Holders of such
         Securities by check mailed to the address of the relevant Holder
         appearing on the books and records of the Trust on the redemption date.
         If a Redemption/Distribution Notice shall have been given and funds
         deposited as required, if applicable, then immediately prior to the
         close of business on the date of such deposit, or on the redemption
         date, as applicable, Distributions will cease to accrue on the
         Securities so called for redemption and all rights of Holders of such
         Securities so called for redemption will cease, except the right of the
         Holders of such Securities to receive the Redemption Price, but without
         interest on such Redemption Price. Neither the Regular Trustees nor the
         Trust shall be required to register or cause to be registered the
         transfer of any Securities that have been so called for redemption. If
         any date fixed for redemption of Securities is not a Business Day, then
         payment of the Redemption Price payable on such date will be made on
         the next succeeding day that is a Business Day (and without any
         interest or other payment in respect of any such delay) except that, if
         such Business Day falls in the next calendar year, such payment will be
         made on the immediately preceding Business Day, in each case with the
         same force and effect as if made on such date fixed for redemption. If
         payment of the Redemption Price in respect of any Securities is
         improperly withheld or refused and not paid either by the Institutional
         Trustee or by the Sponsor as guarantor pursuant to the Preferred
         Securities Guarantee, Distributions on such Securities will continue to
         accrue from the original redemption date to the actual date of payment,
         in which case the actual payment date will be considered the date fixed
         for redemption for purposes of calculating the Redemption Price.

                                       7
<PAGE>   66
                  (iv) Redemption/Distribution Notices shall be sent by the
         Regular Trustees on behalf of the Trust to (A) in respect of the
         Preferred Securities, DTC or its nominee (or any successor Clearing
         Agency or its nominee) if the Global Certificates have been issued or,
         if Definitive Preferred Security Certificates have been issued, to the
         Holder thereof, and (B) in respect of the Common Securities to the
         Holder thereof.

                  (v) Subject to the foregoing and applicable law (including,
         without limitation, United States federal securities laws), the
         Debenture Issuer or its affiliates may at any time and from time to
         time purchase outstanding Preferred Securities by tender, in the open
         market or by private agreement.

         5. Voting Rights - Preferred Securities.

         (a) Except as provided under Sections 5(b) and 7 and as otherwise
required by law and the Declaration, the Holders of the Preferred Securities
will have no voting rights.

         (b) Subject to the requirements set forth in this paragraph, the
Holders of a Majority in aggregate liquidation amount of the Preferred
Securities, voting separately as a class, may direct the time, method, and place
of conducting any proceeding for any remedy available to the Institutional
Trustee, or direct the exercise of any trust or power conferred upon the
Institutional Trustee under the Declaration, including the right to direct the
Institutional Trustee, as holder of the Debentures, to (i) direct the time,
method and place of conducting any proceeding for any remedy available to the
Debenture Trustee, or exercise any trust or power conferred on the Debenture
Trustee with respect to the Debentures, (ii) waive any past Event of Default
that is waivable under Section 5.13 of the Indenture, (iii) exercise any right
to rescind or annul a declaration that the principal of all the Debentures shall
be due and payable or (iv) consent to any amendment, modification or termination
of the Indenture or the Debentures where such consent shall be required,
provided, however, that, where a consent or action under the Indenture would
require the consent or act of each holder of each Debenture affected thereby,
such consent or action under the Indenture shall not be effective until each
Holder of Preferred Securities shall have consented to such action or provided
such consent. The Institutional Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Preferred Securities.
Except with respect to directing the time, method and place of conducting a
proceeding for a remedy available to the Institutional Trustee, the
Institutional Trustee, as holder of the Debentures, shall not take any of the
actions described in clauses (i), (ii), (iii) or (iv) above unless the
Institutional Trustee has obtained an opinion of a nationally recognized
independent tax counsel experienced in such matters to the effect that as a
result of such action, the Trust will not fail to be classified as a grantor
trust for United States federal income tax purposes. If the Institutional
Trustee fails to enforce its rights under the Declaration,

                                       8
<PAGE>   67
(other than by reason of the failure to obtain the opinion set forth in the
previous sentence) any Holder of Preferred Securities may, to the fullest extent
permitted by law, directly institute a legal proceeding against the Debenture
Issuer to enforce the Institutional Trustee's rights under the Debentures
without first instituting a legal proceeding against the Institutional Trustee
or any other Person or entity. If a Declaration Event of Default has occurred
and is continuing and such event is attributable to the failure of the Debenture
Issuer to pay interest or principal on the Debentures on the date such interest
or principal is otherwise payable (or in the case of redemption, on the
redemption date), then a Holder of Preferred Securities may also directly
institute a proceeding for enforcement of payment to such Holder (a "Direct
Action") of the principal of or interest on the Debentures having a principal
amount equal to the aggregate liquidation amount of the Preferred Securities of
such Holder on or after the respective due date specified in the Debentures
without first (i) directing the Institutional Trustee to enforce the terms of
the Debentures or (ii) instituting a legal proceeding directly against the
Debenture Issuer to enforce the Institutional Trustee's rights under the
Debentures. Except as provided in the preceding sentence, the Holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the Holders of the Debentures. In connection with such Direct
Action, Hartford Life will be subrogated to the rights of such Holder of
Preferred Securities under the Declaration to the extent of any payment made by
Hartford Life to such Holder of Preferred Securities in such Direct Action.

         Any required approval or direction of Holders of Preferred Securities
may be given at a separate meeting of Holders of Preferred Securities convened
for such purpose, at a meeting of all of the Holders of Securities in the Trust
or pursuant to written consent. The Regular Trustees will cause a notice of any
meeting at which Holders of Preferred Securities are entitled to vote, or of any
matter upon which action by written consent of such Holders is to be taken, to
be mailed to each Holder of record of Preferred Securities. Each such notice
will include a statement setting forth (i) the date of such meeting or the date
by which such action is to be taken, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
or of such matter upon which written consent is sought and (iii) instructions
for the delivery of proxies or consents.

         No vote or consent of the Holders of the Preferred Securities will be
required for the Trust to redeem and cancel Preferred Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

         Notwithstanding that Holders of Preferred Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Preferred Securities that are owned by the Sponsor or any Affiliate of the
Sponsor shall not be entitled to vote or consent and shall, for purposes of such
vote or consent, be treated as if they were not outstanding.

                                       9
<PAGE>   68
         6. Voting Rights - Common Securities.

         (a) Except as provided under Sections 6(b), (c) and 7 as otherwise
required by law and the Declaration, the Holders of the Common Securities will
have no voting rights.

         (b) The Holders of the Common Securities are entitled, in accordance
with Article V of the Declaration, to vote to appoint, remove or replace any
Trustee or to increase or decrease the number of Trustees.

         (c) Subject to Section 2.6 of the Declaration and only after the Event
of Default with respect to the Preferred Securities has been cured, waived, or
otherwise eliminated and subject to the requirements of the second to last
sentence of this paragraph, the Holders of a Majority in liquidation amount of
the Common Securities, voting separately as a class, may direct the time,
method, and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or direct the exercise of any trust or power conferred
upon the Institutional Trustee under the Declaration, including (i) directing
the time, method, place of conducting any proceeding for any remedy available to
the Debenture Trustee, or exercising any trust or power conferred on the
Debenture Trustee with respect to the Debentures, (ii) waiving any past default
and its consequences that is waivable under Section 5.13 of the Indenture, or
(iii) exercising any right to rescind or annul a declaration that the principal
of all the Debentures shall be due and payable, provided that, where a consent
or action under the Indenture would require the consent or act of the Holders of
greater than a majority in principal amount of Debentures affected thereby (a
"Super Majority"), the Institutional Trustee may only give such consent or take
such action at the written direction of the Holders of at least the proportion
in liquidation amount of the Common Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding.
Pursuant to this Section 6(c), the Institutional Trustee shall not revoke any
action previously authorized or approved by a vote of the Holders of the
Preferred Securities. Other than with respect to directing the time, method and
place of conducting any proceeding for any remedy available to the Institutional
Trustee or the Debenture Trustee as set forth above, the Institutional Trustee
shall not take any action in accordance with the directions of the Holders of
the Common Securities under this paragraph unless the Institutional Trustee has
obtained an opinion of tax counsel to the effect that for the purposes of United
States federal income tax the Trust will not be classified as other than a
grantor trust on account of such action. If the Institutional Trustee fails to
enforce its rights under the Declaration, any Holder of Common Securities may
institute a legal proceeding directly against any Person to enforce the
Institutional Trustee's rights under the without first instituting a legal
proceeding against the Institutional Trustee or any other Person.

                                       10
<PAGE>   69
         Any approval or direction of Holders of Common Securities may be given
at a separate meeting of Holders of Common Securities convened for such purpose,
at a meeting of all of the Holders of Securities in the Trust or pursuant to
written consent. The Regular Trustees will cause a notice of any meeting at
which Holders of Common Securities are entitled to vote, or of any matter upon
which action by written consent of such Holders is to be taken, to be mailed to
each Holder of record of Common Securities. Each such notice will include a
statement setting forth (i) the date of such meeting or the date by which such
action is to be taken, (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to vote or of such
matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents.

         No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to distribute
the Debentures in accordance with the Declaration and the terms of the
Securities.

         7. Amendments to Declaration and Indenture.

         (a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than as described in
Section 8.1 of the Declaration, then the Holders of outstanding Securities as a
class, will be entitled to vote on such amendment or proposal (but not on any
other amendment or proposal) and such amendment or proposal shall not be
effective except with the approval of the Holders of at least a Majority in
liquidation amount of the Securities, voting together as a single class;
provided, however, if any amendment or proposal referred to in clause (i) above
would adversely affect only the Preferred Securities or only the Common
Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of a Majority in liquidation amount of such class of
Securities.

         (b) In the event the consent of the Institutional Trustee as the holder
of the Debentures is required under the Indenture with respect to any amendment,
modification or termination on the Indenture or the Debentures, the
Institutional Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification or termination as directed by
a Majority in liquidation amount of the Securities voting together as a single
class; provided, however, that where a consent under the Indenture would require
the consent of the holders of greater than a majority in aggregate principal
amount of the Debentures (a "Super Majority"), the Institutional Trustee may
only give

                                       11
<PAGE>   70
such consent at the direction of the Holders of at least the proportion in
liquidation amount of the Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding;
provided, further, that the Institutional Trustee shall not take any action in
accordance with the directions of the Holders of the Securities under this
Section 7(b) unless the Institutional Trustee has obtained an opinion of tax
counsel to the effect that for the purposes of United States federal income tax
the Trust will not be classified as other than a grantor trust on account of
such action.

         8. Pro Rata. A reference in these terms of the Securities to any
payment, distribution or treatment as being "Pro Rata" shall mean pro rata to
each Holder of Securities according to the aggregate liquidation amount of the
Securities held by the relevant Holder in relation to the aggregate liquidation
amount of all Securities outstanding unless, in relation to a payment, an Event
of Default under the Declaration has occurred and is continuing, in which case
any funds available to make such payment shall be paid first to each Holder of
the Preferred Securities pro rata according to the aggregate liquidation amount
of Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to
each Holder of Common Securities pro rata according to the aggregate liquidation
amount of Common Securities held by the relevant Holder relative to the
aggregate liquidation amount of all Common Securities outstanding.

         9. Ranking. The Preferred Securities rank pari passu and payment
thereon shall be made Pro Rata with the Common Securities except that, where an
Event of Default occurs and is continuing under the Indenture in respect of the
Debentures held by the Institutional Trustee, the rights of Holders of the
Common Securities to payment in respect of Distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights to payment
of the Holders of the Preferred Securities.

         10. Listing. The Regular Trustees shall use their best efforts to cause
the Preferred Securities to be listed on the New York Stock Exchange, Inc.

         11. Acceptance of Securities Guarantee and Indenture. Each Holder of
Preferred Securities and Common Securities, by the acceptance thereof, agrees to
the provisions of the Preferred Securities Guarantee, including the
subordination provisions therein and to the provisions of the Indenture.

         12. No Preemptive Rights. The Holders of the Securities shall have no
preemptive or similar rights to subscribe for any additional securities.

                                       12
<PAGE>   71
         13. Miscellaneous. These terms constitute a part of the Declaration.

         The Sponsor will provide a copy of any one or more of the Declaration,
the Preferred Securities Guarantee and the Indenture to a Holder without charge
on written request to the Sponsor at its principal place of business.


                                       13
<PAGE>   72
                                                                     EXHIBIT A-1



                     FORM OF PREFERRED SECURITY CERTIFICATE


         [IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT -- THIS
PREFERRED SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. THIS PREFERRED
SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS PREFERRED
SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY 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
LIMITED CIRCUMSTANCES.

         UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

         Certificate Number __________

         Number of Preferred Securities _____________

         CUSIP NO. _________

         Certificate Evidencing Preferred Securities of

         HARTFORD LIFE CAPITAL V

         [__]% Trust Preferred Securities, Series _ (Liquidation Amount $__ per
Preferred Security)

         HARTFORD LIFE CAPITAL V, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co.
(the "Holder") is

                                      A1-1
<PAGE>   73
the registered owner of ________________________ preferred securities of the
Trust representing preferred undivided preferred beneficial interests in the
assets of the Trust designated the [__]% Trust Preferred Securities, Series
_____ (the "Preferred Securities"). The Preferred Securities are transferable on
the books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer. The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities represented hereby are issued and
shall in all respects be subject to, the provisions of the Amended and Restated
Declaration of Trust of the Trust dated as of [__________], as the same may be
amended from time to time (the "Declaration"), including the designation of the
terms of the Preferred Securities as set forth in Annex I thereto. Capitalized
terms used herein but not defined shall have the meaning given them in the
Declaration. The Holder is entitled to the benefits of the Preferred Securities
Guarantee to the extent provided therein. The Sponsor will provide a copy of the
Declaration, the Preferred Securities Guarantee and the Indenture to a Holder
without charge upon written request to the Sponsor at its principal place of
business.

         The Holder of this certificate, by accepting this certificate, is
deemed to have (i) agreed to the terms of the Indenture and the Debentures,
including that the Debentures are subordinate and junior in right of payment to
all Senior Indebtedness (as defined in the Indenture) and (ii) agreed to the
terms of the Preferred Securities Guarantee, including that the Preferred
Securities Guarantee is (A) subordinate and junior in right of payment to all
other liabilities of Hartford Life, (B) pari passu with the most senior
preferred or preference stock now or hereafter issued by Hartford Life and with
any guarantee now or hereafter issued by Hartford Life with respect to preferred
or preference stock of Hartford Life's affiliates and (C) senior to Hartford
Life's common stock.

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Preferred Securities
as evidence of indirect beneficial ownership in the Debentures.


                                      A1-2
<PAGE>   74
         IN WITNESS WHEREOF, the Trust has executed this certificate this day of
____, ____.

         HARTFORD LIFE CAPITAL V

         ____________________________

         , as Regular Trustee

         INSTITUTIONAL TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Preferred Securities referred to in the
within-mentioned Declaration.

         By: _______________________________________
              Authorized Signatory


                                      A1-3
<PAGE>   75
                           [FORM OF REVERSE SECURITY]

         Distributions payable on each Preferred Security will be fixed at a
rate per annum of ___% (the "Coupon Rate") of the stated liquidation amount of
$_____ per Preferred Security, such rate being the rate of interest payable on
the Debentures to be held by the Institutional Trustee. Distributions in arrears
will bear interest thereon compounded quarterly at the Coupon Rate (to the
extent permitted by applicable law). The term "Distributions" as used herein
includes such cash distributions and any such interest payable unless otherwise
stated. A Distribution is payable only to the extent that payments are made in
respect of the Debentures held by the Institutional Trustee and to the extent
the Institutional Trustee has funds available therefor. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period of less than a full calendar month the number of days elapsed in
such month.

         Distributions on the Preferred Securities will be cumulative, will
accrue from the date of original issuance and will be payable quarterly in
arrears, on the following dates, which dates correspond to the interest payment
dates on the Debentures: __________, ________, _______ and __________ of each
year, commencing on ___________ ___, except as otherwise described below. So
long as no Event of Default (or an event which would be an Event of Default with
the giving of required notice or the passage of time) has occurred and is
continuing, the Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period from time to time
on the Debentures for a period not exceeding 20 consecutive quarters (each an
"Extension Period") and, as a consequence of such deferral, Distributions will
also be deferred. Despite such deferral, quarterly Distributions will continue
to accrue with interest thereon (to the extent permitted by applicable law) at
the Coupon Rate compounded quarterly during any such Extension Period. Prior to
the termination of any such Extension Period, the Debenture Issuer may further
extend such Extension Period so long as no Event of Default (or an event which
would be an Event of Default with the giving of required notice or the passage
of time) has occurred and is continuing; provided that such Extension Period
together with all such previous and further extensions thereof may not exceed 20
consecutive quarters or extend beyond the maturity (whether at the stated
maturity or by declaration of acceleration, call for redemption or otherwise) of
the Debentures under the Indenture. Payments of accrued Distributions will be
payable to Holders as they appear on the books and records of the Trust on the
first record date after the end of the Extension Period. Upon the termination of
any Extension Period and the payment of all amounts then due, the Debenture
Issuer may commence a new Extension Period, subject to the above requirements.

         The Preferred Securities shall be redeemable as provided in the
Declaration.

                                      A1-4
<PAGE>   76
                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:

________________________________________________________________________________

________________________________________________________________________________

__________________________________ (Insert assignee's social security or tax
identification number)

________________________________________________________________________________

________________________________________________________________________________

_____________________ (Insert address and zip code of assignee) and irrevocably
appoints

________________________________________________________________________________

________________________________________________________________________________

___________________________________________________________________ agent to
transfer this Preferred Security Certificate on the books of the Trust.  The
agent may substitute another to act for him or her.

Date: ________________________

Signature: ___________________

(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)


                                      A1-5
<PAGE>   77
                                                                     EXHIBIT A-2



                       FORM OF COMMON SECURITY CERTIFICATE


         TRANSFER OF THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SET FORTH IN
THE DECLARATION REFERRED TO BELOW

         Certificate Number ___________

         Number of Common Securities ___________

         Certificate Evidencing Common Securities of ____________

         HARTFORD LIFE CAPITAL V

         [__]% Trust Common Securities, Series - (Liquidation Amount $-- per
Common Security)

         HARTFORD LIFE CAPITAL V, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that Hartford
Life, Inc., a Delaware corporation, (the "Holder") is the registered owner of
____________________________________________________ (_______) common securities
of the Trust representing undivided beneficial interests in the assets of the
Trust designated the [ ]% Trust Common Securities, Series - (the "Common
Securities"). The Common Securities are transferable on the books and records of
the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer and satisfaction of
the other conditions set forth in the Declaration (as defined below), including,
without limitation, Section 9.1 thereof. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of _______________, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Common Securities
as set forth in Annex I thereto. Capitalized terms used herein but not defined
shall have the meaning given them in the Declaration. The Sponsor will provide a
copy of the Declaration and the Indenture to a Holder without charge upon
written request to the Sponsor at its principal place of business.

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         The Holder of this certificate, by accepting this certificate, is
deemed to have agreed to the terms of the Indenture and the Debentures,
including that the Debentures are subordinate and junior in right of payment to
all Senior Indebtedness (as defined in the Indenture) as and to the extent
provided in the Indenture.

                                      A2-1
<PAGE>   78
         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Common Securities as
evidence of indirect beneficial ownership in the Debentures.

         IN WITNESS WHEREOF, the Trust has executed this certificate this day of
______, ______.

                                    HARTFORD LIFE CAPITAL V, as Regular Trustee

                                    ___________________________________________


                                      A2-2
<PAGE>   79
                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security
Certificate to:

________________________________________________________________________________

________________________________________________________________________________

_______________________________________________________________ (Insert
assignee's social security or tax identification number)

________________________________________________________________________________

________________________________________________________________________________

_________________________________________ (Insert address and zip code of

assignee) and irrevocably appoints______________________________________________

______________________________________ agent to transfer this Common Security
Certificate on the books of the Trust.  The agent may substitute another to act
for him or her.

Date: ________________________

Signature: ___________________ (Sign exactly as your name appears on the other
side of this Common Security Certificate)


                                      A2-3
<PAGE>   80

                                                                       EXHIBIT B

                             UNDERWRITING AGREEMENT


                                      B-1