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                                                                     Exhibit 4.1

                            STANDARD INDENTURE TERMS

                                 WITH RESPECT TO

                          HARTFORD LIFE GLOBAL FUNDING

                   SECURED MEDIUM-TERM NOTES AND INCOME NOTES


                               DATED AS OF -, 2004

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                            STANDARD INDENTURE TERMS

     This document constitutes the Standard Indenture Terms, dated as of [-],
2004, which are incorporated by reference in one or more Indentures (included in
the Omnibus Instrument, defined herein), by and among a Hartford Life Global
Funding Trust and the Indenture Trustee, Registrar, Transfer Agent, Paying Agent
and Calculation Agent for such Trust, in connection with the Program (all as
defined herein).

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

     The following terms and provisions shall govern the Notes subject to
contrary terms and provisions expressly adopted in any Indenture, any
supplemental indenture or the Notes, which contrary terms shall be controlling.

                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.01. DEFINITIONS. For all purposes of the Indenture, of all
indentures supplemental hereto and of all Notes issued hereunder or thereunder,
except as otherwise expressly provided or unless the context otherwise requires:

          (a)    the terms defined in the Indenture have the meanings assigned
to them in this Article 1, and include the plural as well as the singular;

          (b)    all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with respect to
any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted at the date of such computation in the
United States;

          (c)    the word "including" shall be construed to be followed by the
words "without limitation";

          (d)    Article and Section headings are for the convenience of the
reader and shall not be considered in interpreting the Indenture or the intent
of the parties hereto; and

          (e)    the words "hereby", "herein", "hereof" and "hereunder" and
other words of similar import refer to the Indenture as a whole and not to any
particular Article, Section, Exhibit or other subdivision.

          (f)    References herein to Articles, Sections, Exhibits and Schedules
shall, unless otherwise specified, refer respectively to Articles, Sections,
Exhibits and Schedules of these Standard Indenture Terms, unless otherwise
expressly provided.

     "ACT", with respect to any Holder, has the meaning set forth in
SECTION 1.04.

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     "ADDITIONAL AMOUNTS" means additional amounts which are required hereby to
be paid by the Trust to Holders pursuant to Section 3.18 or additional amounts
which are required pursuant to the Funding Agreement, under circumstances
specified therein, to be paid by Hartford Life to the Funding Agreement Holder,
to compensate for any withholding or deduction for or on the account of any
present or future taxes, duties, levies, assessments or governmental charges of
whatever nature imposed or levied on payments in respect of such Note or Funding
Agreement, as applicable, by or on behalf of any governmental authority in the
United States having the power to tax, so that the net amount received by the
Holder or the Funding Agreement Holder, will equal the amount that would have
been received under such Note or Funding Agreement, had no such deduction or
withholding been required.

     "ADMINISTRATIVE SERVICES AGREEMENT" means that certain Administrative
Services Agreement, included in the Omnibus Instrument, dated as of the date of
the Indenture, by and between the Trust and the Administrator, as the same may
be amended, modified or supplemented from time to time.

     "ADMINISTRATOR" means, unless otherwise specified in the Indenture, AMACAR
Pacific Corporation in its capacity as Administrator pursuant to the
Administrative Services Agreement, and shall also include its permitted
successors and assigns as Administrator thereunder.

     "AFFILIATE" means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, that Person and, in the case of an individual, any spouse or other
member of that individual's immediate family. For the purposes of this
definition, "control" (including with correlative meanings, the terms
"controlling", "controlled by" and "under common control with"), as applied to
any Person, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of that Person, whether
through the ownership of voting securities or by contract or otherwise.

     "AGENT" means any of the Registrar, Transfer Agent, Paying Agent or
Calculation Agent.

     "AUTHORIZED NEWSPAPER" means a newspaper, in an official language of the
place of publication or in the English language, customarily published on each
day that is a business day in the place of publication, whether or not published
on days that are not business days in the place of publication, and of general
circulation in each place in connection with which the term is used or in the
financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and, in each case, on any day that is a business day in
the place of publication.

     "AUTHORIZED OFFICER" means, with respect to the Trust, any authorized
employee or agent of the Delaware Trustee specified in a notice to the Indenture
Trustee, with a copy to the Registrar, the Transfer Agent, the Paying Agent and
the Calculation Agent, as being an authorized officer of the Trust.

     "AUTHORIZED SIGNATORIES" mean Responsible Officers authorized to execute
documents on behalf of the Trust.

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     "BANKING DAY" means a day (other than a Saturday or Sunday) on which
commercial banks are generally open for business (including dealings in foreign
exchange and foreign currency deposits) in the place where the specified office
of the Paying Agent or, as the case may be, the Registrar, is located.

     "BUSINESS DAY" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York;
PROVIDED, HOWEVER, that, with respect to foreign currency notes, the day must
also not be a day on which commercial banks are authorized or required by law,
regulation or executive order to close in the Principal Financial Center of the
country issuing the specified currency (or, if the specified currency is the
euro, the day must also be a day on which the TARGET System is open); provided,
further, that, with respect to notes as to which LIBOR is an applicable Interest
Rate Basis (as defined in the applicable Note), the day must also be a London
Banking Day.

     "CALCULATION AGENT" means, in relation to the Notes, the institution
appointed as calculation agent for the purposes of the Notes and named as such
in the Pricing Supplement. For such purpose, the Paying Agent accepts its
appointment as such pursuant to SECTION 7.16.

     "CLEARING SYSTEM" means DTC and any other Clearing System specified in the
Pricing Supplement.

     "CODE" means the Internal Revenue Code of 1986, as amended, including any
successor or amendatory statutes and any applicable rules, regulations, notices
or orders promulgated thereunder.

     "COLLATERAL" means, with respect to the Notes, the right, title and
interest of the Trust in and to (i) the Funding Agreement held in the Trust,
(ii) all proceeds of the Funding Agreement, (iii) all books and records
pertaining to the Funding Agreement, and (iv) all rights of the Trust pertaining
to the foregoing.

     "COLLECTION ACCOUNT" means a non-interest bearing account with the
Indenture Trustee in the name of the Trust or such other account with a
depositary institution that is rated at least AA- or Aa3 by a nationally
recognized statistical rating organization as may be designated by the Delaware
Trustee or the Administrator, which account shall be segregated from other
accounts held by the Indenture Trustee or such other depositary institution.

     "COMMISSION" means the Securities and Exchange Commission or any successor
body performing such duties of the Commission.

     "CONTINGENT OBLIGATION" means, as applied to any Person, without
duplication, any direct or indirect liability, contingent or otherwise, of that
Person (i) with respect to any Indebtedness, lease, dividend, letter of credit
or other obligation of another if the primary purpose or intent thereof by the
Person incurring the Contingent Obligation is to provide assurance to the
obligee of such obligation of another that such obligation of another will be
paid or discharged, or that any agreements relating thereto will be complied
with, or that the holders of such obligation will be protected (in whole or in
part) against loss in respect thereof, (ii) under any letter of credit issued
for the account of or for which that Person is otherwise liable for

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reimbursement thereof, (iii) under agreements providing for the hedging or
limitation of interest rate or currency risk, (iv) under any performance bond or
other surety arrangement, (v) under any direct or indirect guaranty, endorsement
(otherwise than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of the
obligation of another, or (vi) for the obligations of another through any
agreement (contingent or otherwise).

     "CORPORATE TRUST OFFICE" means the office of the Indenture Trustee at which
the corporate trust business of the Indenture Trustee shall, at any particular
time, be principally administered, which office at the date of the Indenture is
located as indicated in SECTION 1.05.

     "DEFAULT" means any occurrence that is, or with notice or the lapse of time
or both would become, an Event of Default.

     "DEFAULTED INTEREST" has the meaning set forth in SECTION 2.09.

     "DEFINITIVE NOTE" means a Note in certificated and registered form.

     "DELAWARE TRUSTEE" means, unless otherwise specified in the Indenture,
Wilmington Trust Company, not in its individual capacity, but solely as Trustee
under the Trust Agreement, and shall also include its permitted successors and
assigns hereunder.

     "DEPOSITARY" means the Person designated as Depositary by the Trust
pursuant to the Indenture, which Person, if required by any applicable law,
regulation or exchange requirement, must be a clearing agency registered under
the Securities Exchange Act and, if so provided with respect to any Note, any
successor to such Person. Initially, the "Depositary" shall be DTC.

     "DISTRIBUTION AGREEMENT" means that certain Distribution Agreement,
included in the Omnibus Instrument, dated as of the date of the Indenture, by
and among the Trust, Hartford Life and the agents named therein relating to the
issuance and sale of the Notes under the Trust's Secured Medium-Term Note
Program or the Trust's Income Notes Program, as applicable, as the same may be
amended, modified or supplemented.

     "DOLLARS", "$", "U.S. $" and "U.S. DOLLARS" mean such coin or currency of
the United States as at the time shall be legal tender for the payment of public
or private debts.

     "DTC" means The Depository Trust Company, and its successors and assigns.

     "EVENT OF DEFAULT" has the meaning set forth in SECTION 6.01.

     "EXPENSE AND INDEMNITY AGREEMENTS" means those certain Expense and
Indemnity Agreements, included in the Omnibus Instrument, each dated as of the
date of the Indenture, by and between Hartford Life and each of the Delaware
Trustee, on behalf of the Trust and itself, the Indenture Trustee, and the
Administrator and any service provider that may become a party to such agreement
from time to time, as the same may be amended, modified or supplemented from
time to time.

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     "EUROPEAN UNION DIRECTIVE" means any law, regulation, directive or any
interpretation by the European Union or a member nation of the European Union
which requires the withholding or deduction of any amounts payable under the
Notes or the Funding Agreement.

     "FUNDING AGREEMENT" means that certain funding agreement, entered into by
and between Hartford Life and the Trust, and subsequently pledged and
collaterally assigned to the Indenture Trustee for the benefit of the holders of
the Notes, as it may be modified, restated, replaced, supplemented or otherwise
amended from time to time in accordance with the terms thereof.

     "FUNDING AGREEMENT HOLDER" means the holder of the Funding Agreement
specified as such in the Funding Agreement.

     "GLOBAL NOTE" means a Note issued in book-entry and registered form.

     "HARTFORD LIFE" means Hartford Life Insurance Company, a Connecticut
insurance company, or any successor thereto.

     "HOLDER" means the Person in whose name such Note is registered in the
Register.

     "INDEBTEDNESS" means, as applied to any Person, (i) all indebtedness for
borrowed money or for the deferred purchase price of property or services in
respect of which such Person is liable, contingent or otherwise, or in respect
of which such Person otherwise assures a creditor against loss (excluding trade
accounts payable and accrued expenses arising in the ordinary course of business
as determined in good faith by such Person), (ii) that portion of obligations
with respect to capital leases which is properly classified as a liability on a
balance sheet in conformity with generally accepted accounting principles, (iii)
obligations evidenced by bonds, notes, debentures or similar instruments of such
Person, and notes payable by such Person and drafts accepted by such Person
representing extensions of credit whether or not representing obligations for
borrowed money, (iv) the face amount of all drafts drawn thereunder; and (v) all
indebtedness secured by any Lien on any property or asset owned or held by that
Person regardless of whether the indebtedness secured thereby shall have been
assumed by that Person or is non-recourse to the credit of that Person.

     "INDENTURE" means the Indenture, included in the Omnibus Instrument, by and
between the Indenture Trustee and the Trust, as amended or supplemented from
time to time which incorporates by reference these Standard Indenture Terms, and
shall include the terms of the Notes established as contemplated hereunder and
thereunder.

     "INDENTURE TRUSTEE" means, unless otherwise specified in the Indenture,
JPMorgan Chase Bank and, subject to the provisions of ARTICLE 7 hereof, shall
also include its successors and assigns as Indenture Trustee hereunder.

     "INTEREST PAYMENT DATE" means, with respect to the Notes, each date on
which interest is paid to the Holders of the Notes as specified in the
Indenture.

     "INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, as
amended, as it may be amended or supplemented from time to time, and any
successor statute thereto, and

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the rules, regulations and published interpretations of the Commission
promulgated thereunder from time to time.

     "ISSUANCE DATE" means the date of original issuance of the Notes.

     "ISSUANCE DOCUMENTS" means the Indenture, each Note, the Trust Agreement,
the Funding Agreement, the Distribution Agreement, the Administrative Services
Agreement, the License Agreement and the Expense and Indemnity Agreements and
any other documents or instruments entered into by, with respect to, or on
behalf of, the Trust.

     "LIBOR NOTES" means Notes that bear interest based on LIBOR (as defined in
the Notes).

     "LICENSE AGREEMENT" means that certain License Agreement, dated as of [-],
between the Delaware Trustee, on behalf of the Trust and other trusts formed
under the Program, and Hartford Fire Insurance Company, as the same may be
amended, modified or supplemented from time to time.

     "LIEN" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), or preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever (including without limitation any conditional sale or other title
retention agreement, any financing lease having substantially the same economic
effect as any of the foregoing, and the filing of any financing statement under
the UCC or comparable law of any jurisdiction).

     "LONDON BANKING DAY" means a day on which commercial banks in London are
open for business (including dealings in the designated LIBOR Currency (as
defined in the applicable Note)).

     "MATURITY DATE" means, with respect to the Notes, the date on which the
principal of the Notes becomes due and payable as therein or herein provided,
whether at the Stated Maturity Date thereof or by declaration of acceleration or
otherwise.

     "NONRECOURSE PARTIES" has the meaning set forth in SECTION 9.01.

     "NOTE" means any note designated in the Indenture and authenticated and
delivered under the Indenture, which is in registered form and may be
represented by a Global Note or a Definitive Note, and which shall be
substantially in the forms attached as EXHIBIT A-1, EXHIBIT A-2 and EXHIBIT A-3.

     "NOTICE OF DEFAULT" has the meaning set forth in SECTION 6.01.

     "OFFICE OR AGENCY" means with respect to the Notes, an office or agency of
the Trust, the Indenture Trustee, the Paying Agent or the Registrar, as the case
may be, maintained or designated as the Place of Payment for such Notes pursuant
to SECTION 3.04 or any other office or agency of the Trust, Indenture Trustee,
Paying Agent or Registrar, as the case may be, maintained or designated for such
Notes pursuant to SECTION 3.04.

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     "OMNIBUS INSTRUMENT" means the omnibus instrument pursuant to which certain
Issuance Documents are executed.

     "OPINION OF COUNSEL" means a written opinion addressed to the Indenture
Trustee (among other addressees) by legal counsel, who may be internal legal
counsel to Hartford Life, who may, except as otherwise expressly provided in the
Indenture, be counsel for the Trust and/or Hartford Life or other counsel and
who shall be reasonably satisfactory to the Indenture Trustee.

     "OUTSTANDING" means, with respect to the Notes, as of any date of
determination, all of the Notes theretofore authenticated and delivered under
the Indenture or in one or more indentures supplemental hereto or thereto,
except:

                      (i)     Notes theretofore cancelled by the Indenture
          Trustee or delivered to the Indenture Trustee for cancellation;

                      (ii)    Notes or portions thereof for the payment or
          redemption of which money in the necessary amount has been theretofore
          deposited with the Indenture Trustee or any Paying Agent in trust for
          the Holders of such Notes, PROVIDED that, if such Notes are to be
          redeemed, notice of such redemption has been duly given pursuant to
          the Indenture or provision therefor satisfactory to the Indenture
          Trustee has been made;

                      (iii)   Notes in exchange for or in lieu of which other
          Notes have been authenticated and delivered pursuant to the Indenture
          unless proof satisfactory to the Indenture Trustee is presented that
          any such Notes are held by a holder in due course;

                      (iv)    Notes alleged to have been destroyed, lost, stolen
          or mutilated and surrendered to the Indenture Trustee for which either
          replacement Notes have been issued or payment has been made as
          provided for in SECTION 2.08 unless proof satisfactory to the
          Indenture Trustee is presented that any such Notes are held by a
          holder in due course; and

                      (v)     Notes represented by Global Notes to the extent
          that they shall have been duly exchanged for Definitive Notes pursuant
          to the Indenture unless proof satisfactory to the Indenture Trustee is
          presented that any such Notes are held by a holder in due course;

PROVIDED FURTHER, HOWEVER, that in determining whether the Holders of the
requisite percentage of the principal amount of the Outstanding Notes have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder, Notes owned by the Trust or any Affiliate of the Trust shall be
disregarded and deemed not to be Outstanding, except that in determining whether
the Indenture Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Notes that the
Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned
that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Indenture Trustee that the

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pledgee is entitled so to act with respect to such Notes and that the pledgee is
not the Trust or any Affiliate of the Trust.

     "PAYING AGENT" means, unless otherwise specified in the Indenture or a
supplemental indenture, the Indenture Trustee, in its capacity as paying agent
under the Indenture or its successors or assigns.

     "PERSON" means any natural person, corporation, limited partnership,
general partnership, joint stock company, joint venture, association, company,
limited liability company, trust (including any beneficiary thereof), bank,
trust company, land trust, business trust or other organization, whether or not
a legal entity, and governments and agencies and political subdivisions thereof.

     "PLACE OF PAYMENT" means the place where the principal of, premium, if any,
and interest on the Notes are payable which, unless otherwise specified in the
Indenture, shall be the address specified in SECTION 1.05 for the Indenture
Trustee.

     "PREDECESSOR NOTE" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purpose of this definition, any Note authenticated
and delivered under SECTION 2.08 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Note shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Note.

     "PRICING SUPPLEMENT" means the pricing supplement attached to the Omnibus
Instrument, which is prepared by the Trust in connection with the issuance by
the Trust of its Notes and agreed to by Hartford Life, the Trust and the agents
appointed under the Distribution Agreement, as such Pricing Supplement may be
amended, modified, supplemented or replaced from time to time.

     "PRINCIPAL FINANCIAL CENTER" means, as applicable, the capital city of the
country issuing the Specified Currency or the capital city of the country to
which the LIBOR Currency (as defined in the applicable Note) relates; PROVIDED,
HOWEVER, that with respect to United States Dollars, Australian dollars,
Canadian dollars, Euros, South African rands and Swiss francs, the "Principal
Financial Center" shall be The City of New York, Sydney, Toronto, London (solely
in the case of the LIBOR Currency (as defined in the applicable Note)),
Johannesburg and Zurich, respectively.

     "PROCEEDS" means all of the proceeds of, and all other profits, products,
rents, principal payments, interest payments or other receipts, in whatever
form, arising from the collection, sale, lease, exchange, assignment, licensing
or other disposition or maturity of, or other realization upon, a Funding
Agreement, including without limitation all claims of the Trust against third
parties for loss of, damage to or destruction of, or for proceeds payable under,
a Funding Agreement, in each case whether now existing or hereafter arising.

     "PROGRAM" means, collectively, the Hartford Life Global Funding Secured
Medium-Term Note Program and the Hartford Life Global Funding Income Notes
Program.

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     "RATING AGENCY" means any rating agency that has rated either the Program
for the issuance of Notes as set forth in the Registration Statement or the
Notes.

     "REDEMPTION PRICE" means the price at which the Notes are to be redeemed
pursuant to SECTION 2.04(a), as set forth in the applicable Pricing Supplement,
the Indenture or a supplemental indenture.

     "REGISTER" has the meaning set forth in SECTION 2.06.

     "REGISTRAR" means, unless otherwise specified in the Indenture or a
supplemental indenture, the Indenture Trustee, in its capacity as registrar
under the Indenture, or its successors or assigns.

     "REGISTRATION STATEMENT" means (a) a registration statement on Form S-3 or
other appropriate form, including the prospectus, prospectus supplements and the
exhibits included therein, any pre-effective or post-effective amendments
thereto and any registration statements filed subsequent thereto under rules
promulgated under the Securities Act, relating to the registration under the
Securities Act of the Notes of the Trust and the Funding Agreement, (b) any
preliminary prospectus or prospectus supplements thereto relating to the Notes
of the Trust required to be filed pursuant to the Securities Act and any
documents or filings incorporated therein by reference, and (c) a registration
statement and such other documents, forms or filings as may be required by the
Securities Act or the Trust Indenture Act, or other securities laws in each case
relating to the Notes of the Trust.

     "REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
on the Notes means the date specified for that purpose in such Note or the
Indenture.

     "RELEVANT FINANCIAL CENTER" means such financial center or centers as may
be specified in the Pricing Supplement in relation to the relevant currency for
the purposes of the definition of "Specified Business Day."

     "RESPONSIBLE OFFICER" means, with respect to the Indenture Trustee or the
Delaware Trustee, any vice president, assistant vice president, any assistant
secretary, any assistant treasurer, any trust officer or assistant trust
officer, or any other officer of the Indenture Trustee or the Delaware Trustee,
as the case may be, customarily performing functions similar to those performed
by any of the above designated officers and also, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular subject,
and also, with respect to the Delaware Trustee, having direct responsibility for
the administration of the Trust, or with respect to the Indenture Trustee,
having direct responsibility for the administration of the Indenture.

     "SECURED OBLIGATIONS" means the obligations of the Trust secured under the
Notes and the Indenture, including (i) all principal of, premium, if any, and
interest (including, without limitation, any interest which accrues after the
commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of the Trust, whether or not allowed or allowable
as a claim in any such proceeding) on such Notes or pursuant to the Indenture,
(ii) all other amounts payable by the Trust hereunder or under such Notes
including all Additional Amounts (if applicable) and all costs and expenses
(including without limitation

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attorneys' fees) incurred by the Indenture Trustee (to the extent not paid
pursuant to the applicable Expense and Indemnity Agreement) and (iii) any
renewals or extensions of the foregoing.

     "SECURITIES ACT" means the Securities Act of 1933, as it may be amended or
supplemented from time to time, and any successor statute thereto, and the
rules, regulations and published interpretations of the Commission promulgated
thereunder from time to time.

     "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934, as it
may be amended or supplemented from time to time, and any successor statute
thereto, and the rules, regulations and published interpretations of the
Commission promulgated thereunder from time to time.

     "SPECIAL RECORD DATE" means a date fixed by the Indenture Trustee pursuant
to SECTION 2.09 for the payment of any Defaulted Interest on any Note.

     "SPECIFIED BUSINESS DAY" means a day (other than a Saturday or Sunday or a
legal holiday) on which commercial banks and foreign exchange markets are
generally open for business and settle payments in the Relevant Financial Center
in respect of the Notes or, in relation to Notes payable in euro, a day on which
the TARGET System is operating and, in either case, a day (other than a Saturday
or Sunday) on which commercial banks are generally open for business and foreign
exchange markets settle payments in any place specified in the Pricing
Supplement.

     "SPECIFIED CURRENCY" means the currency in which the Notes are denominated
(or, if such currency is no longer legal tender for the payment of public and
private debts in the country issuing such currency or, in the case of euro, in
the member states of the European Union that have adopted the single currency in
accordance with the Treaty on establishing the European Community, as amended by
the Treaty on European Union, such currency which is then such legal tender).

     "STANDARD INDENTURE TERMS" means this document, the Standard Indenture
Terms.

     "STATED MATURITY DATE" means, with respect to any Note or any installment
of interest thereon, the date specified in such Note, as the fixed date on which
the principal of such Note or such installment of interest is due and payable.

     "STERLING" means such coin or currency of the United Kingdom as at the time
shall be legal tender for the payment of public or private debts.

     "TARGET SYSTEM" means the Trans-European Automated Real-Time Gross
Settlement Express Transfer System.

     "TRANSFER AGENT" means, unless otherwise specified in the Indenture or a
supplemental indenture, the Indenture Trustee, in its capacity as transfer agent
under the Indenture or its successors or assigns.

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     "TREASURY REGULATIONS" means the regulations promulgated by the United
States Treasury Department pursuant to the Code.

     "TRUST" means the Hartford Life Global Funding Trust specified in the
Indenture, which shall be a statutory trust formed under the laws of the State
of Delaware, together with its permitted successors and assigns.

     "TRUST AGREEMENT" means that certain Trust Agreement, included in the
Omnibus Instrument, dated as of the date of the Indenture, by and among the
Delaware Trustee, the Trust Beneficial Owner and the Administrator, declaring
and establishing the Trust, as the same may be amended, modified or supplemented
from time to time.

     "TRUST BENEFICIAL INTEREST" has the meaning set forth in the Trust
Agreement.

     "TRUST BENEFICIAL OWNER" means the beneficial owner of the Trust Beneficial
Interest.

     "TRUST CERTIFICATE" means a certificate signed by one or more Responsible
Officers of the Delaware Trustee on behalf of the Trust and delivered to the
Indenture Trustee.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as it may be
amended or supplemented from time to time, and any successor statute thereto,
and the rules, regulations and published interpretations of the Commission
promulgated thereunder from time to time.

     "TRUST ORDER" or "TRUST REQUEST" means a written statement, request or
order of the Trust signed in its name by a Responsible Officer of the Delaware
Trustee and delivered to the Indenture Trustee.

     "UCC" means the Uniform Commercial Code, as from time to time in effect in
the State of New York; PROVIDED that, with respect to the perfection, effect of
perfection or non-perfection, or priority of any security interest in the
Collateral, "UCC" shall mean the Uniform Commercial Code, as from time to time
in effect in the applicable jurisdiction whose law governs such perfection,
non-perfection or priority.

     "UNITED STATES" means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

     SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application or
request by the Trust to the Indenture Trustee to take any action under any
provision of the Indenture, the Trust shall furnish to the Indenture Trustee a
Trust Certificate stating that all conditions precedent, if any, provided for in
the Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of the Indenture, no additional
certificate or opinion need be furnished.

     SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE.

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          (a)    In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

          (b)    Any certificate or opinion of the Trust may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless the Trust knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which its certificate or opinion is based are
erroneous. Any such certificate or opinion or any Opinion of Counsel may be
based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, the Trust stating that the information with respect
to such factual matters is in the possession of the Trust, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous. Any
Opinion of Counsel may be based on the written opinion of other counsel, in
which event such Opinion of Counsel shall be accompanied by a copy of such other
counsel's opinion and shall include a statement to the effect that such counsel
believes that such counsel and the Indenture Trustee may reasonably rely upon
the opinion of such other counsel. Any certificate or opinion of the Trust or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of Hartford Life or the Trust, unless the Trust knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to the accounting matters upon which its
certificate, statement or opinion is based are erroneous.

          (c)    Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under the Indenture, they may, but need not, be consolidated
and form one instrument.

          (d)    Wherever in the Indenture, in connection with any application
or certificate or report to the Indenture Trustee, it is provided that the Trust
shall deliver any document as a condition of the granting of such application,
or as evidence of compliance with any term hereof, it is intended that the truth
and accuracy, at the time of the granting of such application or at the
effective date of such certificate or report (as the case may be), of the facts
and opinions stated in such document shall in such case be conditions precedent
to the right of the Trust to have such application granted or to the sufficiency
of such certificate or report. The foregoing shall not, however, be construed to
limit the Indenture Trustee's right to rely upon the truth and accuracy of any
statement or opinion contained in any such document as provided in SECTION 7.01.

          (e)    Every certificate or opinion with respect to compliance with a
condition or covenant provided for in the Indenture (including one furnished
pursuant to specific requirements of the Indenture relating to a particular
application or request) shall substantially include:

                                       12
<Page>

                      (i)     a statement that each individual signing such
          certificate or opinion has read such covenant or condition and the
          definitions herein relating thereto;

                      (ii)    a brief statement as to the nature and scope of
          the examination or investigation upon which the statements or opinions
          contained in such certificate or opinion are based;

                      (iii)   a statement that, in the opinion of each such
          individual, he has made such examination or investigation as is
          necessary to enable him or her to express an informed opinion as to
          whether or not such covenant or condition has been complied with; and

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

     SECTION 1.04. ACTS OF HOLDERS.

          (a)    Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by the Indenture to be given or taken by any
Holder may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holder in person or by one or more
agents duly appointed in writing. Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by the Indenture to be given or
taken by Holders may, alternatively, be embodied in and evidenced by the record
of Holders of Notes voting in favor thereof, either in person or by proxies duly
appointed in writing, at any meeting of Holders of Notes duly called and held in
accordance with the provisions of Article 10, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Indenture Trustee. Such instrument or instruments
and any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "ACT" of the Holders signing such instrument
or instruments or so voting at any meeting. Proof of execution of any such
instrument or of writing appointing any such agent, or of the holding by any
Person of a Note, shall be sufficient for any purpose of the Indenture and
(subject to SECTION 7.01) conclusive in favor of the Indenture Trustee, and the
Trust, if made in the manner provided in this SECTION 1.04. The record of any
meeting of Holders of Notes shall be proved in the manner provided in
SECTION 10.06. Without limiting the generality of this SECTION 1.04, unless
otherwise provided in or pursuant to the Indenture, a Clearing System that is or
whose nominee is a Holder of a Global Note may allow its account holders who
have beneficial interests in such Global Note credited to accounts with such
Clearing System to direct such Clearing System in taking such action through
such Clearing System's standing instructions and customary practices. The
Clearing System shall report only one result of its solicitation of proxies to
the Indenture Trustee.

          (b)    Subject to SECTION 7.01, the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or

                                       13
<Page>

her the execution thereof. Whenever such execution is by a signer acting in a
capacity other than his or her individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his or her authority. The
fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may be proved in any other manner
that the Indenture Trustee deems sufficient.

          (c)    The ownership, principal amount and serial numbers of Notes
held by any Person, and the date of the commencement and the date of the
termination of holding the same, shall be proved by the Register.

          (d)    Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Note shall bind every future Holder of
the same Note and the Holder of every Note issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Indenture Trustee or the
Trust in reliance thereon, whether or not notation of such action is made upon
such Note.

          (e)    Except as provided in subsection (f) below, if the Trust shall
solicit from the Holders of Notes any Act referred to in SECTION 1.04(a), the
Trust may, at its option, fix in advance a record date for the determination of
Holders entitled to vote or consent in connection with any such Act, but the
Trust shall have no obligation to do so. If such record date is fixed, such Act
may be given after such record date, but only the Holders of record at the close
of business on such record date shall be deemed to be Holders for the purposes
of determining whether Holders of the requisite proportion of Outstanding Notes
have authorized or agreed or consented to such Act, and for that purpose the
Outstanding Notes shall be computed as of such record date; PROVIDED, that no
such Act by Holders on such record date shall be deemed effective unless it
shall become effective pursuant to the provisions of the Indenture not later
than six months after the record date. Nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Notes on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trust shall cause
notice of such record date and the proposed action by Holders to be given to the
Indenture Trustee in writing and to each Holder of the Notes in the manner set
forth in SECTION 1.06.

          (f)    The Indenture Trustee may set any day as a record date for the
purpose of determining the Holders entitled to join in the giving or making of
(i) any notice delivered pursuant to SECTION 6.01(d), (ii) any declaration of
acceleration referred to in SECTION 6.02, (iii) any request to institute
proceedings referred to in SECTION 6.07(b) or (iv) any direction referred to in
SECTION 6.12. If such a record date is fixed pursuant to this paragraph, the
relevant action may be taken or given after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Notes have authorized or agreed or consented to such
action, and for that purpose the Outstanding Notes shall be computed as of such
record date; PROVIDED, that no such action by Holders on such record date shall
be deemed effective unless it shall become effective pursuant to the provisions
of the Indenture not later than six months after the record date. Nothing in
this paragraph shall be construed to prevent the Indenture Trustee from setting
a new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall

                                       14
<Page>

automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding Notes
on the date such action is taken. Promptly after any record date is set pursuant
to this paragraph, the Indenture Trustee shall cause notice of such record date
and the proposed action by Holders to be given to the Trust in writing and to
each Holder of the Notes in the manner set forth in SECTION 1.06.

     SECTION 1.05. NOTICES. Any request, demand, authorization, direction,
notice, consent, waiver or other action required or permitted by the Indenture
to be made upon, given or furnished to, or filed with, the Indenture Trustee,
the Registrar, the Transfer Agent, the Paying Agent, the Calculation Agent, the
Trust and the Rating Agencies shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed,
first-class mail or overnight courier, in each case postage prepaid, at the
address specified in this SECTION 1.05 or at any other address previously
furnished in writing.

          Such notices shall be addressed

          if to the Indenture Trustee, to:

          JPMorgan Chase Bank
          4 New York Plaza
          15th Floor
          New York, New York 10004
          Facsimile: (212) 623-6167
          Attention: Institutional Trust Services

          if to the Registrar, Transfer Agent, Paying Agent and Calculation
          Agent, to:

          JPMorgan Chase Bank
          4 New York Plaza
          15th Floor
          New York, New York 10004
          Facsimile: (212) 623-6167
          Attention: Institutional Trust Services

          if to the Trust, to:

          Hartford Life Global Funding (followed by the number of the Trust)
          c/o Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington, Delaware 19890-0001
          Facsimile: (302) 636-4140
          Attention: Corporate Trust Administration

          if to the Rating Agencies, to:

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<Page>

          Standard & Poor's Rating Services, a division of the McGraw-Hill
          Companies, Inc.
          55 Water Street
          33rd Floor
          New York, New York 10041
          Facsimile: (212)438-5215
          Attention: Capital Markets Group

          Moody's Investors Service, Inc.
          Life Insurance Group
          99 Church Street
          New York, New York 10007
          Facsimile: (212) 553-4805
          Attention: Hartford Life Global Funding

          or at such other address previously furnished in writing by one party
          to the other.

     SECTION 1.06. NOTICE TO HOLDERS; WAIVER.

          (a)    Except as otherwise expressly provided in or pursuant to the
Indenture, notices to Holders required under the Notes shall be sufficiently
given upon the mailing by overnight courier or first-class mail (or equivalent),
or (if posted to an overseas address) by airmail, postage prepaid, of such
notices to each Holder of the Notes at their registered addresses as recorded in
the Register.

          (b)    Where the Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Indenture
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver. In any case, neither the failure
to give such notice, nor any defect in any notice to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders, and any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given.

          (c)    In the case by reason of the suspension of regular mail service
or by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Indenture
Trustee shall constitute a sufficient notification for every purpose hereunder.

     SECTION 1.07. SEVERABILITY. In case any provision in or obligation under
the Indenture or the Notes shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby to the
fullest extent permitted under applicable law.

     SECTION 1.08. SUCCESSORS AND ASSIGNS. All covenants, stipulations, promises
and agreements in the Indenture by the Trust shall bind its successors and
assigns, whether so expressed or not.

                                       16
<Page>

     SECTION 1.09. BENEFITS OF INDENTURE. Nothing in the Indenture or in any
Note, expressed or implied, shall give to any Person other than the parties
hereto and their successors and the Holders, any legal or equitable right,
remedy or claim under the Indenture.

     SECTION 1.10. LANGUAGE OF NOTICES. Any request, demand, authorization,
direction, notice, consent, election or waiver required or permitted under the
Indenture shall be in the English language, except that, if the Trust so elects,
any published notice may be in an official language of the country of
publication.

     SECTION 1.11. GOVERNING LAW.

          (a)    The Indenture and the Notes (unless otherwise specified in the
Pricing Supplement) shall be governed by, and construed in accordance with, the
laws of the State of New York without regard to conflict of law principles,
except as required by mandatory provisions of law and except to the extent that
the validity or perfection of the Trust's ownership of the Funding Agreement,
the perfection of the Indenture Trustee's security interest therein, or remedies
under the Indenture in respect thereof may be governed by laws of a jurisdiction
other than the State of New York.

          (b)    ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE TRUST, THE ASSETS
OF THE TRUST, THE INDENTURE TRUSTEE, REGISTRAR, TRANSFER AGENT OR PAYING AGENT
OR ANY OTHER AGENT, ARISING OUT OF OR RELATING TO THE INDENTURE, ANY NOTE OR ANY
PORTION OF THE COLLATERAL MAY BE BROUGHT IN A UNITED STATES FEDERAL COURT
LOCATED IN NEW YORK CITY, THE BOROUGH OF MANHATTAN, AND BY EXECUTION AND
DELIVERY OF THE INDENTURE EACH OF THE TRUST, THE INDENTURE TRUSTEE, THE
REGISTRAR, THE TRANSFER AGENT, THE PAYING AGENT, AND ANY OTHER AGENT, (IN SUCH
CAPACITIES) ACCEPT (AND WITH RESPECT TO THE TRUST, IN CONNECTION WITH ITS
PROPERTY ACCEPTS), GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION
OF THE AFORESAID COURT AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS AND
IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH THE INDENTURE, ANY NOTE OR ANY PORTION OF THE COLLATERAL

     SECTION 1.12. WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THE INDENTURE
HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE INDENTURE, THE NOTES OR ANY
DEALINGS AMONG THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION. The
scope of this waiver is intended to encompass any and all disputes that may be
filed in any court and that relate to the subject matter of this transaction
including without limitation contract claims, tort claims, breach of duty
claims, and all other common law and statutory claims. Each party hereto
acknowledges that this waiver is a material inducement to enter into a business
relationship, that such party has already relied on the waiver in entering into
the Indenture, and that such party will continue to rely on the waiver in its
related future dealings. Each party hereto further warrants and represents that
it has reviewed this waiver with its legal counsel, and that it knowingly and

                                       17
<Page>

voluntarily waives its jury trial rights following consultation with legal
counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE INDENTURE OR ANY OTHER DOCUMENTS
OR AGREEMENTS RELATING TO THE INDENTURE. In the event of litigation, the
Indenture may be filed as a written consent to a trial by the court.

     SECTION 1.13. COUNTERPARTS. The Indenture and any amendments, waivers,
consents or supplements hereto or thereto, may be executed in any number of
counterparts, and by different parties hereto in separate counterparts, and each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument. The
Indenture shall become effective upon the execution of a counterpart hereof by
each of the parties hereto.

     SECTION 1.14. THIRD PARTY BENEFICIARIES. The Indenture will inure to the
benefit of and be binding upon the parties hereto, and the Delaware Trustee and
their respective successors and permitted assigns.

     SECTION 1.15. CONFLICT WITH TRUST INDENTURE ACT. If any provision of the
Indenture limits, qualifies or conflicts with any duties imposed by any of
Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of
SECTION 318(c) thereof, such imposed duties shall control.

                                    ARTICLE 2
                                    THE NOTES

     SECTION 2.01. FORMS GENERALLY.

          (a)    The Notes constitute direct, unconditional, unsubordinated and
secured non-recourse obligations of the Trust and rank equally among themselves.
The Notes shall be in substantially the form set forth in EXHIBIT A-1, EXHIBIT
A-2 and EXHIBIT A-3 attached hereto, as applicable, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required by the Indenture or as may in the Trust's judgment be necessary,
appropriate or convenient to permit such Notes to be issued and sold, or to
comply, or facilitate compliance, with applicable laws, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange on which such Notes may be listed, or as may, consistently
herewith, be determined by the Delaware Trustee (based conclusively on the
advice of counsel) as evidenced by its execution thereof. Any portion of the
text of any Note may be set forth on the reverse thereof with an appropriate
reference on the face of the Note.

          (b)    The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made a part of the Indenture, and, to the
extent applicable, the Indenture Trustee, by its execution and delivery of the
Indenture, and the Trust by its execution and delivery of the Indenture,
expressly agrees to such terms and provisions and to be bound thereby.

                                       18
<Page>

          (c)    Except as described in this SECTION 2.01(c), no Global Note
evidencing any of the Notes and deposited with or on behalf of any Clearing
System shall be exchangeable for Definitive Notes. Subject to the foregoing
sentence, if (i) such Clearing System notifies the Trust that it is unwilling or
unable to continue as Depositary or the Trust becomes aware that the Clearing
System has ceased to be a clearing agency registered under the Securities
Exchange Act and in any such case the Trust fails to appoint a successor
depositary within ninety (90) days after receipt of such notice or after it
becomes aware of such cessation or (ii) the Trust shall have decided in its sole
discretion that the Notes should no longer be evidenced solely by one or more
Global Notes, then, pursuant to written instructions by the Trust to the
Indenture Trustee (in the case of clause (i)), or pursuant to written
instructions by the Trust to the Indenture Trustee and Clearing System (in the
case of clause (ii)):

     (A)  with respect to each Global Note evidencing such Notes, the Trust
          shall execute, and the Indenture Trustee shall authenticate and
          deliver Definitive Notes in authorized denominations in exchange for
          the Global Note, in an aggregate principal amount equal to the
          Outstanding principal amount of the related Global Note. Upon the
          exchange of the Global Note for the Definitive Notes, such Global Note
          shall be cancelled by the Registrar. Definitive Notes issued in
          exchange for a Global Note pursuant to this SECTION 2.01(c) shall be
          registered in the Register in such names and in such denominations as
          the Clearing System for such Global Note, pursuant to the instructions
          from its direct or indirect participants or otherwise, shall instruct
          the Indenture Trustee, serving as custodian, on behalf of the nominee
          of the Depositary, of the Global Note. The Indenture Trustee shall
          immediately provide the information to the Registrar. Immediately
          after the authentication of the Definitive Notes by the Indenture
          Trustee, the Indenture Trustee shall deliver such Definitive Notes to
          the Holders of such Notes;

     (B)  if Definitive Notes are issued in exchange for any portion of a Global
          Note after the close of business at the Office or Agency for such Note
          where such exchange occurs on (1) any Regular Record Date for such
          Notes and before the opening of business at such Office or Agency on
          the next Interest Payment Date, or (2) any Special Record Date for
          such Notes and before the opening of business at such Office or Agency
          on the related proposed date for payment of interest or Defaulted
          Interest, as the case may be, interest shall not be payable on such
          Interest Payment Date or proposed date for payment, as the case may
          be, in respect of such Definitive Notes, but shall be payable on such
          Interest Payment Date or proposed date for payment, as the case may
          be, only to the Person to whom interest in respect of such portion of
          such Global Note shall be payable in accordance with the provisions of
          the Indenture; and

     (C)  if for any reason Definitive Notes are not issued, authenticated and
          delivered to the Holders in accordance with paragraph (A) of this
          SECTION 2.01(c), then:

                      (1)     the Clearing System or its successors may provide
                 to each of its accountholders a statement of such
                 accountholder's interest in the

                                       19
<Page>

                 Notes evidenced by each Global Note held by such Clearing
                 System or its successors, together with a copy of such Global
                 Note; and

                      (2)     subject to the limitations on individual Holder
                 action contained in the Notes or the Indenture, each such
                 accountholder or its successors and assigns (x) shall have a
                 claim, directly against the Trust, for the payment of any
                 amount due or to become due in respect of such accountholder's
                 interest in the Notes evidenced by such Global Note, and shall
                 be empowered to bring any claim, to the extent of such
                 accountholder's interest in the Notes evidenced by such Global
                 Note and to the exclusion of such Clearing System or its
                 successors, that as a matter of law could be brought by the
                 Holder of such Global Note and the Person in whose name the
                 Notes are registered and (y) may, without the consent and to
                 the exclusion of such Clearing System or its successors, file
                 any claim, take any action or institute any proceeding,
                 directly against the Trust, to compel the payment of such
                 amount or enforce any such rights, as fully as though the
                 interest of such accountholder in the Notes evidenced by such
                 Global Note were evidenced by a Definitive Note in such
                 accountholder's actual possession and as if an amount of Notes
                 equal to such accountholder's stated interest were registered
                 in such accountholder's name and without the need to produce
                 such Global Note in its original form.

          Notwithstanding anything in this paragraph (C) to the contrary, the
          Indenture Trustee shall not be required to recognize any account
          holder or any of its successors and assigns referred to in said
          paragraph as a Holder for any purpose of the Indenture or the Notes
          and shall be entitled to treat the Person in whose name the Global
          Note is registered as a Holder for all purposes of the Indenture and
          the Notes until Definitive Notes are issued to and registered in the
          names of such accountholders or their successors and assigns.

The account records of any Clearing System or its successor shall, in the
absence of manifest error, be conclusive evidence of the identity of each
accountholder that has any interest in the Notes evidenced by the Global Note
held by such Clearing System or its successor and the amount of such interest.
Definitive Notes shall be issued only in denominations as specified in the
Pricing Supplement.

          (d)    Subject to the other provisions of the Indenture, if any Global
Note is exchanged for Definitive Notes, then:

                      (i)     the Trust, the Indenture Trustee and any Paying
          Agent will have the right to treat each Holder of Definitive Notes as
          the Person exclusively entitled to receive interest and other payments
          or property in respect of or in exchange for the Notes, and otherwise
          to exercise all the rights and powers with respect to any Note
          (subject to the record date provisions hereof and of the Notes); and

                                       20
<Page>

                      (ii)    the obligation of the Trust to make payments of
          principal, premium, if any, interest and other amounts with respect to
          the relevant Notes shall be discharged at the time payment in the
          appropriate amount is made in accordance with the Indenture to each
          Holder.

     SECTION 2.02. NO LIMITATION ON AGGREGATE PRINCIPAL AMOUNT OF NOTES. The
aggregate principal amount of Notes which may be authenticated and delivered
under the Indenture is unlimited. Unless otherwise specified in the applicable
Pricing Supplement, Notes shall be issued in denominations of $1,000 and any
larger amount that is a multiple of $1,000; the authorized denominations of
Notes that have a Specified Currency other than U.S. Dollars will be the
approximate equivalent in such Specified Currency. The specific terms and
conditions of the Notes shall be set out in a Pricing Supplement and, if
applicable, a supplemental indenture entered into pursuant to SECTION 8.01(g) of
the Indenture.

     SECTION 2.03. LISTING. If specified in the Pricing Supplement, the Notes
will be listed on the securities exchange set forth in such Pricing Supplement.

     SECTION 2.04. REDEMPTION.

          (a)    Except as otherwise provided in the Pricing Supplement or a
supplemental indenture and the Notes or in SECTION 6.02, the Trust will redeem
the Notes only if Hartford Life has elected to redeem the Funding Agreement
securing such Notes in an amount equal to the amount of the related Notes to be
redeemed whether in accordance with the terms of the Indenture or the Pricing
Supplement, and the Trust will not redeem the Notes if Hartford Life has not
elected to redeem the Funding Agreement securing such Notes in an amount equal
to the amount of the Notes to be redeemed in accordance herewith. Unless
otherwise specified in the Pricing Supplement or a supplemental indenture and
the Notes, the Trust may not redeem the Notes after the date that is thirty (30)
days prior to the Stated Maturity Date of the Notes.

          (b)    If, but only if, specified in the Pricing Supplement or a
supplemental indenture and the Notes, such Notes will be redeemable at the
option of the Holders thereof in accordance with the redemption provisions
included in the Pricing Supplement or supplemental indenture and the Notes.

          (c)    In connection with the redemption by the Trust of the Notes
under SECTION 2.04(a) hereunder, the Trust will give written notice to the
Holders in accordance with SECTION 1.06 hereunder not less than thirty (30) days
and no more than seventy-five (75) days prior to the date set for such
redemption. All notices of redemption shall state:

                      (i)     the redemption date;

                      (ii)    the Redemption Price or, if not then
          ascertainable, the manner of calculation thereof;

                      (iii)   that on the redemption date the Redemption Price
          will become due and payable on the Notes to be redeemed and that
          interest thereon will cease to accrue on and after said date; and

                                       21
<Page>

                      (iv)    the place or places where the Notes to be redeemed
          are to be surrendered for payment of the Redemption Price.

          (d)    Prior to any redemption date, the Trust shall deposit with the
Paying Agent an amount of money sufficient to pay the Redemption Price of and
(except if the redemption date shall be an Interest Payment Date) accrued and
unpaid interest on, all Notes which are to be redeemed on that date.

          (e)    Upon notice of redemption having been given pursuant to
SECTION 2.04(c) hereunder, the Notes to be so redeemed shall, on the redemption
date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Trust shall default in the payment of the
Redemption Price and accrued interest, if any) such Notes shall cease to bear or
accrue any interest. Upon surrender of the Notes for redemption in accordance
with said notice, such Notes shall be paid by the Trust at the Redemption Price,
together with any accrued but unpaid interest to, but not including the
redemption date PROVIDED that, installments of interest whose Stated Maturity
Date is on or prior to the redemption date will be payable to the Holders of
such Notes, or one or more Predecessor Notes, registered as such at the close of
business on the relevant Record Date according to their terms and the provisions
of SECTION 2.09.

          (f)    The election of the Trust to redeem any Notes shall be
evidenced by a Trust Certificate. In case of any redemption at the election of
the Trust, the Trust shall, at least forty-five (45) days prior to the
redemption date fixed by the Trust (unless a shorter notice shall be
satisfactory to the Indenture Trustee), notify the Indenture Trustee of such
redemption date, and of the principal amount of Notes to be redeemed. In the
case of any redemption of Notes (a) prior to the expiration of any restriction
on such redemption provided in the terms of such Notes or elsewhere in the
Indenture, or (b) pursuant to an election of the Trust which is subject to a
condition specified in the terms of such Notes or elsewhere in the Indenture,
the Trust shall furnish the Indenture Trustee with a Trust Certificate
evidencing compliance with such restriction or condition.

          (g)    If less than all of the Notes are to be redeemed (unless such
redemption affects only a single Note), the particular Notes to be redeemed
shall be selected not more than seventy-five (75) days prior to the redemption
date by the Indenture Trustee, from the Outstanding Notes not previously called
for redemption, by such method as the Indenture Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Note; provided that the unredeemed portion of the
principal amount of any Note shall be in an authorized denomination (which shall
not be less than the minimum authorized denomination) for such Note.

          The Indenture Trustee shall promptly notify the Trust in writing of
the Notes selected for redemption as aforesaid and, in the case of any Notes
selected for partial redemption as aforesaid, the principal amount thereof to be
redeemed.

          The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Note, whether such Note is to
be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount

                                       22
<Page>

of the Note shall be in an authorized denomination (which shall not be less than
the minimum denomination) for such Note.

          For all purposes of the Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Notes shall relate, in
the case of any Notes redeemed or to be redeemed only in part, to the portion of
the principal amount of such Notes which has been or is to be redeemed.

          (h)    Any Note which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Trust or the Indenture
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Trust and the Indenture Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Trust shall
execute, and the Indenture Trustee shall authenticate and deliver to the Holder
of such Note without service charge, a new Note or Notes, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Note so
surrendered.

     SECTION 2.05. EXECUTION, AUTHENTICATION AND DELIVERY GENERALLY.

          (a)    Upon the execution of any Distribution Agreement (if the
dealers agree to purchase the Notes on a principal basis) or the acceptance of a
direct offer of Notes for sale by the Trust, the Trust shall, as soon as
practicable but in any event (unless otherwise agreed by the parties), not later
than 1:00 p.m. (New York time) on the second Banking Day prior to the proposed
Issuance Date:

                      (i)     confirm by fax to the Indenture Trustee, the
          Paying Agent and the Registrar, all such information as the Indenture
          Trustee, the Paying Agent or the Registrar may reasonably require to
          carry out their respective functions under the Indenture, including,
          in particular, the settlement and payment procedures that will apply
          to the Notes and, if applicable, the account of the Trust to which
          payment should be made;

                      (ii)    deliver a copy, of the Pricing Supplement or duly
          executed supplemental indenture (in each case setting forth the terms
          of the Notes) to the Indenture Trustee, the Paying Agent and the
          Registrar; and

                      (iii)   unless a Global Note is to be used and the Trust
          shall have provided such document to the Registrar, ensure that there
          is delivered to the Registrar a stock of Definitive Notes (in
          unauthenticated form and with the names of the registered Holders left
          blank but executed on behalf of the Trust and otherwise complete) in
          relation to the Notes.

          (b)    The Trust will deliver to the Indenture Trustee on the Issuance
Date for the Notes a duly executed original of the Funding Agreement and Trust
Agreement (unless previously delivered) and all documentation relating to the
foregoing for the Notes.

          (c)    The Registrar shall, having been advised in accordance with
SECTION 2.05(a) on behalf of the Trust, on which securities exchange, if any,
the Notes are to be listed,

                                       23
<Page>

deliver a copy of the Pricing Supplement or supplemental indenture in relation
to the Notes to such exchange or the relevant listing agent for such exchanges
as soon as practicable but in any event no later than two (2) Specified Business
Days prior to the proposed Issuance Date therefor.

          (d)    Having received from the Trust the documents referred to in
SECTION 2.05(a), (b) AND (c) (to the extent applicable) (such documents
constituting for all purposes of the Indenture a Trust Order for the
authentication and delivery of the Notes), on or before 10:00 a.m. (New York
time) on the Issuance Date in relation to the Notes (unless otherwise agreed by
the parties), the Indenture Trustee shall authenticate and deliver the relevant
Global Note to the relevant custodian for DTC and/or any other relevant Clearing
System or otherwise in accordance with such Clearing System's procedures. The
Registrar shall give instructions to DTC and/or any other relevant Clearing
System to credit Notes represented by a Global Note registered in the name of a
nominee for such Clearing System, to the Registrar's distribution account and to
hold each such Note to the order of the Trust pending delivery to the purchasing
agent(s) on a delivery against payment basis (or on such other basis as shall
have been agreed between the Trust and the purchasing agent(s) and notified to
the Registrar) in accordance with the normal procedures of DTC or such other
Clearing System, as the case may be and, following payment (unless otherwise
agreed), to debit the Notes represented by such Global Note to such securities
account(s) as shall have been notified in writing to the Registrar by the Trust.
The Indenture Trustee shall on the Issuance Date in respect of the Notes, and
upon receipt of funds from the purchasing agent(s), transfer, or cause to be
transferred, the proceeds of issue (net of any applicable commissions, fees or
like amounts specified in writing by Hartford Life) to or as directed by
Hartford Life on behalf of the Trust to satisfy the deposit requirement pursuant
to the Funding Agreement (as specified by Hartford Life in such direction).

          If no such securities account(s) shall have been specified, or the
Notes are not intended to be cleared through any Clearing System, the Registrar
shall authenticate and make available at its specified office on the Issuance
Date in respect of the Notes the relevant Global Note or the relevant Definitive
Notes, as the case may be, duly executed and made available to the Registrar by
the Trust.

          (e)    If the Indenture Trustee should pay an amount (an "ADVANCE") to
the Trust in the belief that a payment has been or will be received from a
purchasing agent or selling agent, and if such payment is not received by the
Indenture Trustee on the date that the Indenture Trustee pays the Trust, the
Trust shall forthwith repay the advance (unless prior to such repayment the
payment is received from such purchasing agent or selling agent) and shall pay
interest on such amount which shall accrue (after as well as before judgment) on
the basis of a year of 360 days (365 days (366 days in the case of a leap year)
in the case of an advance paid in Sterling) and the actual number of days
elapsed from the date of payment of such advance until the earlier of (i)
repayment of the advance or (ii) receipt by the Indenture Trustee or the
Registrar of the payment from such purchasing agent or selling agent, and at the
rate per annum which is the aggregate of one per cent per annum and the rate
determined and certified by the Indenture Trustee or the Registrar and expressed
as a rate per annum as reflecting its cost of funds for the time being in
relation to the unpaid amount.

                                       24
<Page>

          (f)    The Notes shall be executed on behalf of the Trust by a
Responsible Officer of the Delaware Trustee. The signature of any of these
officers on the Notes may be manual or facsimile.

          Notes bearing the manual or facsimile signatures of individuals who
were at any time Responsible Officers of the Delaware Trustee shall bind the
Trust, notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the authentication and delivery of such Notes or did not
hold such offices at the date of such Notes.

          Each Note shall be dated the date of its authentication.

          No Note shall be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee by manual signature of an authorized officer,
and such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder.

          The Indenture Trustee's certificate of authentication shall be in
substantially the following form:

          This is one of the Notes of the Hartford Life Global Funding Trust
specified on the face of this Note and referred to in the within-mentioned
Indenture.

Dated:
      -----------
                              JPMorgan Chase Bank
                              as Indenture Trustee

                              By:
                                   ----------------------------
                                   Authorized Officer

          Notes bearing the manual signatures of individuals who were at any
time authorized officers of the Indenture Trustee shall bind the Trust,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the delivery of such Notes or did not hold such offices at the
date of such Notes.

          In authenticating Notes hereunder, the Indenture Trustee shall be
entitled to conclusively assume that any Note authenticated by it has been duly
executed on behalf of, and is a legal, valid, binding and enforceable obligation
of, the Trust and is entitled to the benefits of the Indenture, and that the
Trust Agreement and the Funding Agreement have been duly executed by, and are
the legal, valid, binding and enforceable obligations of, the parties thereto.

          (g)    The Trust undertakes to notify the Paying Agent, the Registrar
and, if different, the Indenture Trustee, in writing, of any changes in the
identity of the purchasing agents and selling agents appointed generally in
respect of the Program.

                                       25
<Page>

     SECTION 2.06. REGISTRATION. All Notes shall be registered and may be
represented either as Global Notes or Definitive Notes. Unless otherwise
specified in the Pricing Supplement, Global Notes will be registered in the name
of a nominee for, and deposited with, a custodian for DTC. The Registrar shall
maintain a register (herein sometimes referred to as the "REGISTER") in which,
subject to such reasonable regulations as it may prescribe, the Registrar shall
provide for the registration of the Notes and registration of transfer of the
Notes. The Register shall be in written form in English or in any other form
capable of being converted into such form within a reasonable time. The
Indenture Trustee is hereby initially appointed as the Registrar. In the event
that the Indenture Trustee shall not be the Registrar, it shall have the right
to examine the Register at all reasonable times. The Trust, the Indenture
Trustee, Registrar, Paying Agent or any other Agent or Hartford Life may become
the owner or pledgee of Notes and may deal with the Notes with the same rights
of any other Holder of such Notes.

     SECTION 2.07. TRANSFER.

          (a)    Subject to SECTION 2.01(c) AND (d), (a) upon surrender for
registration of transfer of any Note in accordance with its terms, the Delaware
Trustee, on behalf of the Trust shall execute, and the Indenture Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes denominated as authorized in or pursuant to
the Indenture, of a like aggregate principal amount bearing a number not
contemporaneously outstanding and containing identical terms and provisions and
(B) at the option of the Holder, Notes may be exchanged, in accordance with
their terms, for other Notes containing identical terms and provisions, in any
authorized denominations, and of a like aggregate principal amount, upon
surrender of the Notes to be exchanged at the Office or Agency of the Indenture
Trustee. Whenever any Notes are surrendered for exchange as contemplated by this
SECTION 2.07(a), the Trust shall execute, and the Indenture Trustee shall
authenticate and deliver, the Notes which the Holder making the exchange is
entitled to receive. Beneficial interests in Global Notes may be transferred or
exchanged only through the Depositary. No Global Note may be transferred except
as a whole by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or another nominee of the
Depositary to a successor of the Depositary or a nominee of a successor to the
Depositary. With respect to any Global Note, the Depositary or its nominee is
the Holder of such Global Note for the purposes of the Indenture. Except as set
forth in Section 2.01(c), the beneficial owners of any Global Note will not be
entitled to receive Definitive Notes and shall not be considered "Holders" under
the Indenture.

          (b)    All Notes issued upon a registration of transfer or exchange of
Notes shall be the valid obligations of the Trust evidencing the same debt and
entitling the Holders thereof to the same benefits under the Indenture as the
Notes surrendered upon such registration of transfer or exchange.

          (c)    No service charge shall be made for any registration of
transfer or exchange, of Notes, but the Indenture Trustee may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of Notes.

     SECTION 2.08. MUTILATED, DESTROYED, LOST AND STOLEN NOTES.

                                       26
<Page>

          (a)    If (i) any mutilated Note is surrendered to the Indenture
Trustee directly or through any Paying Agent or (ii) in the case of an alleged
destroyed, lost or stolen Note, the Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of the Note and there is
delivered to the Indenture Trustee, the Registrar and the Trust such security or
indemnity as may be required by the Indenture Trustee, the Registrar and the
Trust to save the Indenture Trustee, the Registrar and the Trust harmless, then
in either case the Trust shall execute and the Registrar shall authenticate and
deliver, in exchange for or in lieu of such mutilated, destroyed, lost or stolen
Note, a new Note, of the same maturity, tenor and principal amount as such
mutilated, destroyed, lost or stolen Note, bearing a number not
contemporaneously outstanding; PROVIDED, HOWEVER, that if any such mutilated,
destroyed, lost or stolen Note shall have become or shall be about to become due
and payable, instead of issuing a new Note, the Trust may pay such Note without
surrender of such Note, except that any mutilated Note shall be surrendered.

          (b)    Upon the issuance of any new Note, under this SECTION 2.08, the
Indenture Trustee or the Trust may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other reasonable expenses (including the fees and expenses of
the Indenture Trustee, Registrar or any Paying Agent) connected therewith.

          (c)    Every new Note issued pursuant to this Section in lieu of any
destroyed, lost or stolen Note shall constitute a separate obligation of the
Trust, whether or not the destroyed, lost or stolen Note shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of the
Indenture equally and proportionately with any and all other Notes duly issued
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.

     SECTION 2.09. PAYMENT OF INTEREST; RIGHTS TO INTEREST PRESERVED.

          (a)    The Notes shall bear interest at a rate and on terms stated on
the Notes.

          (b)    Any interest on any Note which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date, shall be paid to the
Person in whose name that Note is registered at the close of business on the
Regular Record Date for such interest payment.

          (c)    Any interest on any Note which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of their having been such Holder,
and such Defaulted Interest shall be paid by the Trust to the Persons in whose
names such Notes (or their respective Predecessor Notes) are registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Trust shall notify
the Indenture Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each Note and the date of the proposed payment. Thereupon the
Indenture Trustee shall fix a date for the payment of such Defaulted Interest
which shall be not more than fifteen (15) days and not less than ten (10) days
prior to the date of the proposed payment and not less than ten (10) days after
the receipt by the Indenture

                                       27
<Page>

Trustee of the notice of the proposed payment (the "SPECIAL RECORD DATE"). The
Indenture Trustee shall promptly notify the Trust of such Special Record Date
and, in the name of the Trust shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be given to each
Holder in accordance with SECTION 1.06. The Trust may make payment of any
Defaulted Interest on the Notes in any other lawful manner not inconsistent with
the requirements of any securities exchange, if any, on which such Notes may be
listed, and upon such notice as may be required by such exchange, if, after
notice given by the Trust to the Indenture Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by
the Indenture Trustee. Subject to the foregoing provisions of this Section, each
Note delivered under the Indenture upon registration of transfer of or in
exchange for or in lieu of any other Note shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Note.

     SECTION 2.10. CANCELLATION. All Notes surrendered for payment, registration
of transfer or exchange shall, if surrendered to any Person other than the
Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly
cancelled by it. Hartford Life may at any time deliver to the Indenture Trustee
for cancellation any Note previously authenticated and delivered hereunder that
Hartford Life, may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall
be authenticated in lieu of or in exchange for any Notes cancelled as provided
in this Section, except as expressly permitted by the Indenture. All cancelled
Notes held by the Indenture Trustee shall be disposed of by the Indenture
Trustee in accordance with its customary procedures, unless the Trust shall
otherwise direct by a Trust Order.

     SECTION 2.11. PERSONS DEEMED OWNERS. Prior to due presentment for
registration of transfer of any Note, the Trust, the Indenture Trustee, the
Registrar, the Paying Agent, any Agent, and any other agent of the Trust, or the
Indenture Trustee may treat the Person in whose name any Note is registered as
the owner of such Note for the purpose of receiving payment of the principal of,
any premium, or (subject to SECTION 2.09) interest on or any Additional Amounts
with respect to such Note and for all other purposes whatsoever, whether or not
such Note shall be overdue, and, except as otherwise required by applicable law,
none of the Trust, the Indenture Trustee, the Registrar, the Paying Agent, any
Agent, or any other agent of the Trust or the Indenture Trustee shall be
affected by notice to the contrary.

     SECTION 2.12. TAX TREATMENT; TAX RETURNS AND REPORTS.

          (a)    The Trust and the Trust Beneficial Owner agree, and by
acceptance of a beneficial interest in a Note each holder of a beneficial
interest in a Note agrees, for United States federal, state and local income and
franchise tax purposes, to (i) disregard the Trust, and (ii) to treat the Notes
as debt of Hartford Life. The Trust covenants that it shall take no action
inconsistent with such treatment (including under Treasury Regulations Sections
301.7701-2 or 301.7701-3, the "check-the-box" regulations). To the extent that
it is ultimately determined that (i) the Trust cannot be disregarded for United
States federal, state or local income or franchise tax purposes, and (ii) the
Notes are treated as undivided ownership interests in the Trust, the Trust and
the Trust Beneficial Owner agree, and by acceptance of a beneficial interest in
a Note each holder of a beneficial interest in a Note agrees, to treat such
Trust as a "grantor trust" under Subpart E of Part I of Subchapter J of the
Code, owned by the Holders.

                                       28
<Page>

          (b)    The Administrator shall, pursuant to the Administrative
Services Agreement, prepare and file or cause to be prepared or filed,
consistent with the treatment of the Trust as disregarded, all federal, state
and local income tax and information returns and reports required to be filed
with respect to the Trust, and the Notes under any applicable federal, state or
local tax statute or any rule or regulation under any of them. At the request of
the Administrator, the Delaware Trustee shall sign and, in accordance with
instructions provided by the Administrator, file any federal, state or local
income tax and information returns and reports prepared by, or at the direction
of, the Administrator pursuant to this Section 2.12(b). The Delaware Trustee
shall keep copies or cause copies to be kept of any such tax and information
returns and reports prepared and filed and provided to it by the Administrator.

     SECTION 2.13. NO ASSOCIATION. Nothing set forth in the Indenture shall be
construed to constitute the Holders of Notes, from time to time, as members of
an association.

                                    ARTICLE 3
                    COVENANTS, REPRESENTATIONS AND WARRANTIES

     SECTION 3.01. PAYMENT OF PRINCIPAL AND ANY PREMIUM, INTEREST AND ADDITIONAL
AMOUNTS. The Trust covenants and agrees, for the benefit of the Holders of
Notes, that it will:

          (a)    Pay or cause to be paid to the Paying Agent on or before the
date on which any payment becomes due, an amount equal to the amount of
principal (and premium, if any) or interest and any additional amount payable in
respect of the Notes then becoming due in respect of such Notes.

          (b)    Pay each amount payable to the Paying Agent under
SECTION 3.01(a) by transfer of immediately available funds denominated in the
Specified Currency not later than 10:00 a.m. (at the Place of Payment) on the
date when such amounts are due and payable in respect of the Notes.

          (c)    Confirm, before 10:00 a.m. (at the Place of Payment) on the
second Business Day before the due date of each payment by it under
SECTION 3.01(a) to the Paying Agent by confirmed facsimile, that irrevocable
instructions have been given by it, for the transfer of the relevant funds to
the Paying Agent and the name and the account of the bank through which such
payment is being made.

An installment of principal, premium, if any, or interest and any other amount
payable in respect of the Notes shall be considered paid on the date it is due
if the Trust has deposited, or caused to be deposited, with the Paying Agent by
such date money designated for, and capable of being applied towards, and
sufficient to pay the installment.

     SECTION 3.02. COLLECTION ACCOUNT. The Indenture Trustee shall, on or prior
to each Issuance Date, establish a non-interest bearing account with the
Indenture Trustee or such other depository institution that is rated at least
AA- or Aa3 by a nationally recognized statistical rating organization as may be
designated by the Delaware Trustee or the Administrator, in the name of the
Trust, which account shall be segregated from other accounts held by the
Indenture Trustee or such other depositary institution.

                                       29
<Page>

     SECTION 3.03. AGREEMENTS OF THE PAYING AGENT. The Paying Agent agrees that:

          (a)    The Paying Agent shall be entitled to deal with each amount
paid to it hereunder in the same manner as other amounts paid to it as a banker
by its customers provided that:

                      (i)     the Paying Agent shall not, against the Trust or
          any Holder of a Note, exercise any lien, right of set-off or similar
          claim in respect thereof (except as otherwise provided or permitted
          under the Indenture);

                      (ii)    the Paying Agent shall not be liable to any person
          for interest thereon;

                      (iii)   the Paying Agent need not segregate any money held
          by it except as required by law or as otherwise provided under the
          Indenture; and

                      (iv)    the Paying Agent shall comply with the provisions
          of Sections 317(b) of the Trust Indenture Act and agrees that it will,
          during the continuance of any default by the Trust (or any other
          obligor upon the Notes) in the making of any payment in respect of the
          Notes, upon the written request of the Indenture Trustee, forthwith
          pay to the Indenture Trustee all sums held in trust by such Paying
          Agent for payment in respect of the Notes.

          (b)    The Paying Agent shall pay or cause to be paid by transfer of
immediately available funds denominated in the Specified Currency to the Holders
all monies received by the Paying Agent for such purpose from the Trust pursuant
to SECTION 3.01. In the event a Note is issued between a Regular Record Date or
Special Record Date and the related Interest Payment Date, interest for the
period beginning on the original issue date for such Note or the previous
Interest Payment Date, as the case may be, and ending on the subject Interest
Payment Date will be paid on the immediately following Interest Payment Date to
the Person who was the registered Holder of such Note as of the immediately
preceding Regular Record Date. With respect to Global Notes, the Paying Agent
shall pay principal, premium, if any, interest and any other amounts due on such
Global Notes in accordance with the arrangements established by and between the
Paying Agent and the Depositary. Notwithstanding anything herein to the
contrary, payments of principal in respect of Definitive Notes shall be made as
provided in or pursuant to the Indenture against presentation and surrender of
the relevant Definitive Notes at the designated office of the Registrar in The
City of New York, as provided herein or in the applicable Definitive Note.
Notwithstanding anything herein to the contrary, interest on Definitive Notes
shall be paid to the person shown in the applicable Register at the close of
business on the Regular Record Date or Special Record Date, as applicable, as
provided in or pursuant to the Indenture before the due date for payment
thereof. Notwithstanding anything herein to the contrary, payments of interest
on each Definitive Note shall be made in the currency in which such payments are
due by check drawn on a bank in the Principal Financial Center of the country of
the Specified Currency and mailed to the holder (or to the first named of joint
holders) of such Definitive Note at its address appearing in the applicable
Register. Upon application by a Holder of at least $250,000 in aggregate
principal amount of Notes (or its equivalent in the Specified Currency other
than U.S. Dollars) to the specified office of the

                                       30
<Page>

Paying Agent at least five (5) Business Days before the Regular Record Date or
Special Record Date, as applicable, such payment of interest may be made by
transfer to an account in the Specified Currency maintained by the payee with a
bank in the Principal Financial Center or, in the case of Definitive Notes
denominated in euro, in a city in which banks have access to the TARGET System.
All monies paid to the Paying Agent by the Trust in respect of any Note shall be
held by the Paying Agent from the moment when such monies are received until the
time of actual payment thereof, for the persons entitled thereto, and shall be
applied in accordance with SECTION 3.03 paragraphs (c) through (h); provided,
that the obligation of the Paying Agent to hold such monies shall be subject to
the provisions of SECTION 3.08.

          (c)    The Paying Agent acting through its specified office shall make
payments of interest and Additional Amounts (if applicable) or, as the case may
be, principal in respect of the Notes in accordance with the terms thereof and
of the Indenture, provided that such Paying Agent shall not be obliged (but
shall be entitled) to make such payments if it is not able to establish that it
has received (whether or not at the due time) the full amount of the relevant
payment due to it under SECTION 3.01(a). Payment of any Note redemption amount
(together with accrued interest) due in respect of Notes will be made against
presentation and surrender of the relevant Notes at the specified office of the
Paying Agent, subject to SECTION 2.04(h). Payment of amounts (whether principal,
interest or otherwise) due in respect of Notes will be paid by the Paying Agent
to the Holder thereof (or, in the case of joint Holders, the first named) which
shall be the person appearing as Holder in the register kept by the Registrar as
at the close of business (local time in the place of the specified office of the
Registrar) on the Regular Record Date.

          (d)    The Paying Agent shall not exercise any lien, right of set-off
or similar claim against any person to whom it makes any payment under paragraph
(c) in respect thereof, nor shall any commission or expense be charged by it to
any such person in respect thereof.

          (e)    If a Paying Agent makes any payment in accordance with
paragraph (c), it shall be entitled to appropriate for its own account out of
the funds received by it under SECTION 3.01(a) an amount equal to the amount so
paid by it.

          (f)    If a Paying Agent makes a payment in respect of Notes at a time
at which it has not received the full amount of the relevant payment due to it
under SECTION 3.01(a) and is not able to reimburse itself out of funds received
by it under SECTION 3.01(a) therefor by appropriation under paragraph (e) the
Trust shall from time to time on demand pay to the Paying Agent for its own
account:

                      (i)     the amount so paid out by such Paying Agent and
          not so reimbursed to it; and

                      (ii)    interest on such amount from the date on which
          such Paying Agent made such payment until the date of reimbursement of
          such amount;

          PROVIDED that any payment made under paragraph (i) above shall satisfy
          pro tanto the Trust's obligations under SECTION 3.01(a).

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          (g)    Interest shall accrue for the purpose of paragraph (2) of
paragraph (f) (as well after as before judgment) on the basis of a year of 360
days (365 days (366 days in the case of a leap year) in the case of an amount in
Sterling) and the actual number of days elapsed and at the rate per annum which
is the aggregate of one percent per annum and the rate per annum specified by
the Paying Agent as reflecting its cost of funds for the time being in relation
to the unpaid amount.

          (h)    If at any time and for any reason a Paying Agent makes a
partial payment in respect of any Note surrendered for payment to it, such
Paying Agent shall endorse thereon and in the register a statement indicating
the amount and date of such payment.

     SECTION 3.04. MAINTENANCE OF OFFICE OR AGENCY.

          (a)    The Trust will maintain in the Place of Payment an Office or
Agency where Notes may be presented or surrendered for payment, where Notes may
be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Trust in respect of the Notes and the Indenture may be
served; PROVIDED, HOWEVER, that if the Notes are listed on any stock exchange
and the rules of such stock exchange shall so require, the Trust shall maintain
an Office or Agency in any other required city so long as the Notes are listed
on such exchange. The Trust will give prompt written notice to the Indenture
Trustee of the location, and any change in the location, of such Office or
Agency. If at any time the Trust shall fail to maintain any such required Office
or Agency or shall fail to furnish the Indenture Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Indenture Trustee and the Trust
hereby appoints the Indenture Trustee as its agent to receive such respective
presentations, surrenders, notices and demands. The Trust shall promptly notify
the Indenture Trustee of the name and address of each Paying Agent appointed by
it and will notify the Indenture Trustee of the resignation or termination of
any Paying Agent.

          (b)    The Trust may also from time to time designate one or more
other Offices or Agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
PROVIDED, HOWEVER, that no such designation or rescission shall in any manner
relieve the Trust of its obligation to maintain the Offices or Agencies for
Notes in the Place of Payment for the foregoing purposes. The Trust shall give
prompt written notice to the Indenture Trustee of any such designation or
rescission and of any change in the location of any such Office or Agency.

          (c)    Unless otherwise provided in or pursuant to the Indenture, the
Trust hereby appoints the Indenture Trustee as Paying Agent, Registrar and
Transfer Agent.

     SECTION 3.05. DUTIES OF THE AGENTS.

          (a)    The Trust shall provide to the Paying Agent sufficient copies
of all documents required to be available for inspection as provided in the
Registration Statement or the Pricing Supplement in respect of the Notes.

          (b)    To the extent permitted by applicable law, the Paying Agent
shall make available for inspection during normal business hours at its
specified office such documents

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<Page>

as may be specified as so available at the specified office of the Paying Agent
in respect of the Notes, or as may be required by any stock exchange on which
the Notes may be listed.

          (c)    Notwithstanding anything to the contrary, the Trust shall be
solely responsible for ensuring that each Note to be issued or other
transactions to be effected hereunder shall comply with all applicable laws and
regulations of any governmental or other regulatory authority in connection with
any Note and that all necessary consents and approvals of, notifications to and
registrations and filings with, any such authority in connection therewith are
effected, obtained and maintained in full force and effect.

          (d)    The Paying Agent shall collect all forms from Holders or, in
the case of Notes held in a Clearing System, from the relevant Clearing System,
that are required to exempt payments under the Notes and/or the related Funding
Agreement, from United States federal income tax withholding. The Paying Agent
shall (i) withhold from each payment hereunder or under any Note any and all
United States federal or state withholding taxes applicable thereto as required
by law and (ii) file any information reports as it may be required to file under
applicable law.

          (e)    Each Agent shall be obligated to perform such duties and only
such duties as are set out in the Indenture and no implied duties or obligations
shall be read into the Indenture against such Agent.

          (f)    Each Agent shall be protected and shall incur no liability for
or in respect of any action taken, omitted or suffered in reliance upon any
instruction, request or order from the Trust or any notice, resolution,
direction, consent, certificate, affidavit, statement, facsimile, telex or other
paper or document (duly signed or which it believes in good faith to have been
duly signed, where applicable) which it believes in good faith to be genuine and
to have been delivered, signed or sent by the proper party or parties.

          (g)    Each Agent and any of its officers, directors, employees or
controlling persons may become the owner of, or acquire any interest in any
Note, with the same rights that it or he would have if it or he were not
appointed under the Indenture, and may engage or be interested in, any financial
or other transaction with the Trust or Hartford Life, or may act as depositary,
trustee or agent for any committee or body of Holders, as freely as if it or he
were not appointed under the Indenture.

          (h)    Each Agent may consult with legal and other professional
advisers and the opinion of the advisers shall be full and complete protection
in respect of action taken, omitted or suffered under the Indenture in good
faith and in accordance with the opinion of the advisers.

          (i)    Under no circumstances will the Paying Agent or any other Agent
be liable to the Trust, or any other party to the Indenture for special,
indirect or consequential loss or damage of any kind whatsoever (including, but
not limited to, lost profits) even if the Agent has been advised of the
likelihood of such loss or damage and regardless of the form of action.

     SECTION 3.06. DUTIES OF THE TRANSFER AGENT. If and to the extent specified
in the terms and conditions of the Notes or if otherwise requested by the Trust
or Indenture Trustee, the Transfer Agent shall in compliance with the Notes and
the Indenture:

                                       33
<Page>

          (a)    Receive requests from Holders of Notes for the transfer of
Definitive Notes, inform the Registrar in writing of the receipt of such
requests, forward the deposited Definitive Note(s) to or to the order of the
Registrar and assist in the issuance of a new Definitive Note and in particular,
without limitation, notify the Registrar in writing of (i) the name and address
of the Holder of the Definitive Note, (ii) the serial number and principal
amount of the Definitive Note, (iii) in the case of a transfer of a portion of
the Note only, the principal amount of the Definitive Note to be so transferred
and (iv) the name and address of the transferee to be entered on the Register;

          (b)    Make available for collection by each relevant Holder new
Definitive Notes;

          (c)    Accept surrender of Definitive Notes and assist in effecting
final payment of the Notes on the due date for payment;

          (d)    Keep the Registrar informed of all transfers; and

          (e)    Carry out such other acts as may reasonably be necessary to
give effect to the Notes and the Indenture.

     SECTION 3.07. DUTIES OF THE REGISTRAR.

          (a)    The Registrar shall maintain a Register which shall show the
aggregate principal amount and date of issue of the Notes, the names and
addresses of the initial Holders thereof and the dates of all transfers to, and
the names and addresses of, all subsequent Holders thereof.

          (b)    The Registrar shall by the issue of new Notes, the cancellation
of old Notes and the making of entries in the Register give effect to transfers
of Notes in accordance with the Indenture.

          (c)    The Trust may from time to time deliver to the Registrar Notes
of which it is the Holder for cancellation, whereupon the Registrar shall cancel
the same and shall make the corresponding entries in the Register.

          (d)    As soon as reasonably practicable but in any event within
ninety (90) days after each date on which Notes fall due for redemption, the
Registrar shall notify the Trust of the serial numbers of any Notes against
surrender of which payment has been made and of the serial numbers of any Notes
(and the names and addresses of the Holders thereof) which have not yet been
surrendered for payment.

          (e)    The Registrar shall, upon and in accordance with the
instructions of the Trust but not otherwise, arrange for the delivery in
accordance with the Indenture of any notice which is to be given to the Holders
of Notes and shall supply a copy thereof to the Indenture Trustee and the Paying
Agent.

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<Page>

          (f)    The Trust shall ensure that each Registrar has available to it
supplies of such Notes as shall be necessary in connection with the transfer of
Notes and the exchange of Global Notes for Definitive Notes.

          (g)    The Registrar shall make available, at the request of the
Holder of any Note, forms of proxy in a form and manner which comply with the
provisions of the Indenture relating to meetings and shall perform and comply
with the provisions of the Indenture applicable to it.

          (h)    The Trust shall provide to the Registrar:

                      (i)     specimen Notes in definitive form; and

                      (ii)    sufficient copies of all documents required to be
          available for inspection as provided in the Registration Statement or
          the Pricing Supplement in respect of the Notes, as may be required by
          any securities exchange on which the Notes may be listed, or as may be
          required by applicable law.

          (i)    The Registrar shall make available for inspection during normal
business hours at its specified office such documents as may be specified as so
available at the specified office of such Registrar, as may be required by any
securities exchange on which the Notes may be listed, or as may be required by
applicable law.

          (j)    The Registrar shall provide the Paying Agent and/or Indenture
Trustee with all such information in the Registrar's possession with respect to
the Notes as the Paying Agent or the Indenture Trustee, as the case may be, may
reasonably require in order to perform the obligations set out in the Indenture.

          (k)    The Registrar shall ensure that in no event shall Definitive
Notes be exchanged for Global Notes.

     SECTION 3.08. UNCLAIMED MONIES. Any money deposited with the Indenture
Trustee, Registrar or the Paying Agent for the payment of the principal of,
premium, if any, or interest on any Note and remaining unclaimed for two years
after such principal or any such premium or interest had become due and payable
shall, unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property law, be paid to Hartford Life pursuant to a
Trust Request and pursuant to the applicable Funding Agreement; and the Holder
of such Note shall thereafter, as an unsecured general creditor, look only to
Hartford Life for payment thereof, and all liability of the Indenture Trustee,
Registrar or the Paying Agent with respect to such trust money shall thereupon
cease; PROVIDED, HOWEVER, that the Indenture Trustee, Registrar or the Paying
Agent, before being required to make any such repayment, may cause to be
published once, in an Authorized Newspaper in each Place of Payment or to be
mailed to Holders, or both, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than thirty (30) days
from the date of such publication or mailing, any unclaimed balance of such
money then remaining will be repaid to Hartford Life.

     SECTION 3.09. PROTECTION OF COLLATERAL.

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<Page>

          (a)    The Trust shall, from time to time, execute and deliver all
such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance, and other
instruments, and take such other action as may be necessary or advisable to:

                      (i)     create, perfect or maintain a perfected security
          interest in, grant, or make or maintain a valid and effective
          assignment for collateral purposes of, all or any portion of the
          Collateral (including without limitation the Funding Agreement
          included therein);

                      (ii)    maintain or preserve any Lien of the Indenture or
          the Funding Agreement or carry out more effectively the purposes
          hereof or thereof;

                      (iii)   perfect, publish notice of, or protect the
          validity of, any security interest or assignment for collateral
          purposes made pursuant to the Indenture or the Funding Agreement;

                      (iv)    enforce any portion, or obtain the full benefits,
          of the Collateral (including without limitation the Funding Agreement
          included therein); and

                      (v)     preserve and defend title to the Collateral and
          the rights of the Indenture Trustee and of the Holders in the
          Collateral held for the benefit and security of the Holders or other
          instrument against the claims of all Persons.

     The Trust hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required or permitted pursuant to this SECTION 3.09; PROVIDED,
HOWEVER, that such designation shall not be deemed to create a duty in the
Indenture Trustee to monitor the compliance of the Trust with the foregoing
covenants or to file, re-file, record or re-record any financing statement,
continuation statement or other instrument in any public office at any time or
times; PROVIDED FURTHER, HOWEVER, that the duty of the Indenture Trustee to
execute any instrument required pursuant to this SECTION 3.09 shall arise only
if any Responsible Officer of the Indenture Trustee has actual knowledge of any
failure of the Trust to comply with the provisions of this SECTION 3.09.

          (b)    The Trust will pay or cause to be paid all taxes and fees
incidental to such filing, registration and recording, and all expenses
incidental to the preparation, execution and acknowledgment of any instrument of
further assurance, and all Federal or state or jurisdiction of organization of
the Trust stamp taxes or other similar taxes, duties and charges arising out of
or in connection with the execution and delivery of such instruments; PROVIDED,
HOWEVER, that the Trust shall not be required to pay or discharge or cause to be
paid or discharged any Lien affecting the Collateral to the extent such Lien is
being contested in good faith by appropriate proceedings. The Trust will at all
times preserve, warrant and defend the Indenture Trustee's title and right in
and to the property included in the Collateral against the claims of all
Persons.

          (c)    The Trust will faithfully observe and perform, or cause to be
observed and performed, all its covenants, agreements, conditions and
requirements contained in the Funding Agreement in accordance with the terms
thereof and will maintain the validity and effectiveness

                                       36
<Page>

of the Funding Agreement and the security interest therein or the assignment for
collateral purposes thereof to the Indenture Trustee. The Trust will take no
action, nor permit any action to be taken, which will release any party to the
Funding Agreement from any of its obligations or liabilities thereunder, or will
result in the termination, modification or amendment, or will impair the
validity, of the Funding Agreement except as expressly provided for herein and
therein. The Trust will give the Indenture Trustee written notice of any default
by any party to the Funding Agreement promptly after it becomes known to the
Trust.

          (d)    At the written request of the Indenture Trustee and also
following the occurrence of an "Event of Default" under the Funding Agreement,
the Trust will, subject to the written direction and control of the Indenture
Trustee, take such action, or at the Indenture Trustee's written request furnish
funds sufficient to enable the Indenture Trustee to take such action, as the
Indenture Trustee may deem necessary or advisable for enforcing payment when
due, subject to applicable notice and grace periods, under or pursuant to the
Indenture or the Funding Agreement.

     SECTION 3.10. OPINIONS AS TO COLLATERAL; ANNUAL STATEMENT AS TO COMPLIANCE.

          (a)    On or before the [-] day of [-] each calendar year, commencing
[-], Hartford Life or the Trust shall furnish or cause to be furnished to the
Indenture Trustee an Opinion of Counsel stating that, in the opinion of such
counsel, either (i) such action has been taken with respect to the recording,
filing, re-recording and re-filing of the Indenture, any indentures supplemental
hereto and any other requisite documents and with respect to the execution and
filing of any financing statements and continuation statements as is necessary
to perfect and/or maintain the perfection of the liens, security interests and
assignments for collateral purposes created or effected pursuant to the
Indenture with respect to each Funding Agreement that is part of any Collateral
and reciting the details of such action or (ii) in the opinion of such counsel
no such action is necessary to perfect and/or maintain the perfection of such
lien, security interest and assignment for collateral purposes. Such Opinion of
Counsel shall also describe the recording, filing, re-recording and re-filing of
the Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to perfect and/or maintain the perfection of the liens, security interests and
assignments for collateral purposes created or effected pursuant to the
Indenture with respect to each Funding Agreement that is part of any Collateral
until the [-] day of [-] in the following calendar year.

          (b)    On or before the [-] day of [-] in each calendar year,
commencing [-], the Trust shall deliver to the Indenture Trustee a Trust
Certificate stating, as to each signer thereof, that in the course of the
performance by each signer of such Trust Certificate of his or her present
duties as a Responsible Officer of the Delaware Trustee, such signer would
normally obtain knowledge or have made due inquiry as to the existence of any
condition or event which would constitute a Default or Event of Default and that
to the best of such signer's knowledge, based on such review:

                      (i)     a review of the fulfillment by the Trust and
          during such year of its obligations under the Indenture has been made
          under the supervision of such signer; and

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<Page>

                      (ii)    the Trust has fulfilled in all material respects
          its obligations under the Indenture throughout such year, or, if there
          has been a Default or Event of Default in the fulfillment of any such
          obligation, specifying each such Default or Event of Default known to
          such signer and the nature and status thereof.

          (c)    The Trust or the Administrator on behalf of the Trust, pursuant
to Section 314(a) of the Trust Indenture Act, shall:

                      (i)     file with the Indenture Trustee, within fifteen
          (15) days after the Trust is required to file the same with the
          Commission, copies of the annual reports and of the information,
          documents and other reports (or copies of such portions of any of the
          foregoing as the Commission may from time to time by rules and
          regulations prescribe) which the Trust may be required to file with
          the Commission pursuant to Section 13 or Section 15(d) of the
          Securities Exchange Act; or, if the Trust is not required to file
          information, documents or reports pursuant to either of said Sections,
          then it shall file with the Indenture Trustee and the Commission, in
          accordance with rules and regulations prescribed from time to time by
          the Commission, such of the supplementary and periodic information,
          documents and reports which may be required pursuant to Section 13 of
          the Securities Exchange Act in respect of a security listed and
          registered on a national securities exchange as may be prescribed from
          time to time in such rules and regulations; provided that if, pursuant
          to any publicly available interpretations of the Commission, the Trust
          would not be required to make such filings under Section 314(a) of the
          Trust Indenture Act, then the Trust shall not be required to make such
          filings.

                      (ii)    file with the Indenture Trustee and the
          Commission, in accordance with rules and regulations prescribed from
          time to time by the Commission, such additional information, documents
          and reports with respect to compliance by the Trust, with the
          conditions and covenants of the Indenture as may be required from time
          to time by such rules and regulations; and

                      (iii)   transmit within thirty (30) days after the filing
          thereof with the Indenture Trustee, in the manner and to the extent
          provided in Section 313(c) of the Trust Indenture Act, such summaries
          of any information, documents and reports required to be filed by the
          Trust pursuant to paragraphs (i) and (ii) of this SECTION 3.10(c) as
          may be required by rules and regulations prescribed from time to time
          by the Commission.

          (d)    The Trust shall comply with the provisions of SECTION 314(d)
of the Trust Indenture Act.

     SECTION 3.11. PERFORMANCE OF OBLIGATIONS. The Trust may contract with other
Persons for the performance of the TRUST'S obligations hereunder (other than the
execution and delivery of Trust Requests, Trust Orders and Trust Certificates)
and the performance of such obligations by such other Persons shall be deemed to
be the performance thereof by the Trust, as applicable.

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<Page>

     SECTION 3.12. EXISTENCE.

          (a)    The Trust will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence, rights (charter and
statutory) and franchises as a Delaware statutory trust and, upon the advice of
counsel, will obtain and preserve its qualification to do business in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of the Indenture, the Notes or any portion of the
Collateral. The Trust will, promptly after any amendment or modification of the
Trust Agreement, send copies thereof to the Indenture Trustee and the Rating
Agencies.

          (b)    The Trust will maintain books and records and bank accounts
separate from those of any other Person and any other trust organized under the
Program; will at all times hold itself out to the public as separate and
distinct from any Affiliates and each other trust organized under the Program;
and file or cause to be filed its own tax returns.

          (c)    The Trust shall maintain its assets and transactions separately
from those of any Affiliates and any other trust organized under the Program,
reflect such assets and transactions in financial statements separate and
distinct from those of any Affiliates and any other trust organized under the
Program and evidence such assets and transactions by appropriate entries in
books and records separate and distinct from those of any Affiliates (including
any other trust organized under the Program).

     SECTION 3.13. REPORTS; FINANCIAL INFORMATION; NOTICES OF DEFAULTS.

          (a)    The Trust shall promptly deliver to the Indenture Trustee
copies of all reports, statements and information received by it pursuant to the
Funding Agreement or otherwise in respect of the Collateral.

          (b)    The Trust shall promptly inform the Indenture Trustee in
writing of the occurrence of any Default or Event of Default which is continuing
of which it has actual knowledge. Each notice given pursuant to this
SECTION 3.13(b) shall be accompanied by a Trust Certificate setting forth
details of the occurrence referred to therein and stating what action, if any,
the Trust has taken or proposes to take with respect thereto.

          (c)    The Trust shall collect all forms (or, if applicable, copies of
such forms), if any, from the Paying Agent or Registrar (or from such other
persons as are relevant) that are required to exempt payments under the Notes or
the Funding Agreement, from United States federal income tax withholding. In
addition, the Trust shall execute and file such forms and take such actions for
United States federal income tax purposes as shall be reasonable and necessary
to ensure that payments of interest, principal, premium and Additional Amounts,
if applicable, in respect of the Notes or the Funding Agreement, are not subject
to United States federal withholding or backup withholding tax.

          (d)    In accordance with Section 312(a) of the Trust Indenture Act,
the Trust shall furnish or cause to be furnished to the Indenture Trustee:

                      (i)     semi-annually with respect to Notes not later than
          the [-] day of [-] and the [-] day of [-] of each year or upon such
          other dates as are set

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<Page>

          forth in or pursuant to a Trust Order or indenture supplemental hereto
          a list, in each case in such form as the Indenture Trustee may
          reasonably require, of the names and addresses of Holders as of the
          applicable date, and

                      (ii)    at such other times as the Indenture Trustee may
          request in writing, within thirty (30) days after the receipt by the
          Trust of any such request, a list of similar form and content as of a
          date not more than fifteen (15) days prior to the time such list is
          furnished,

PROVIDED, HOWEVER, that so long as the Indenture Trustee is the Registrar no
such list shall be required to be furnished.

          (e)    The Indenture Trustee shall comply with the obligations imposed
upon it pursuant to Section 312 of the Trust Indenture Act.

          Every Holder, by receiving and holding Notes, agrees with the Trust
and the Indenture Trustee that neither the Trust, the Indenture Trustee, the
Paying Agent or the Registrar shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 312(c) of the Trust Indenture Act, regardless of the
source from which such information was derived, and that the Indenture Trustee
shall not be held accountable by reason of mailing any material pursuant to a
request made under Section 312(b) of the Trust Indenture Act.

          (f)    (i)  On or before the [-] day of [-] of each calendar year
commencing [-], if required by Section 313(a) of the Trust Indenture Act, the
Indenture Trustee shall transmit, pursuant to Section 313(c) of the Trust
Indenture Act, a brief report dated as of the [-] day of [-] of such year with
respect to any of the events specified in said Section 313(a) of the Trust
Indenture Act which may have occurred since the later of the immediately
preceding the [-] day of [-] and the date of the Indenture.

                      (ii)    The Indenture Trustee shall transmit, pursuant to
          Section 313(c) of the Trust Indenture Act, the reports required by
          Section 313(b) of the Trust Indenture Act at the time specified
          therein.

                      (iii)   Reports pursuant to this Section shall be
          transmitted in the manner and to the Persons required by Sections
          313(c) and 313(d) of the Trust Indenture Act.

                      (iv)    The Trust will promptly notify the Indenture
          Trustee when any Notes are listed on any stock exchange.

     SECTION 3.14. PAYMENT OF TAXES AND OTHER CLAIMS. The Trust will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Trust or upon the income, profits or property of the Trust, and
(2) all lawful claims for labor, materials and supplies which, if unpaid, might
by law become a Lien upon the property of the Trust; PROVIDED, HOWEVER, that the
Trust shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good

                                       40
<Page>

faith by appropriate proceedings. The Trust shall comply with the requirements
of all other applicable laws, the non-compliance with which would, individually
or in the aggregate, materially and adversely affect the condition (financial or
otherwise) of the Trust or which would impair in any material respect the
ability of the Trust to perform its obligations under the Notes or the
Indenture.

     SECTION 3.15. NEGATIVE COVENANTS. So long as any Notes are Outstanding, the
Trust will not take any of the following actions, except as otherwise permitted
hereunder:

          (a)    sell, transfer, exchange, assign, lease, convey or otherwise
dispose of any assets held by the Trust (owned as of the date of the Trust
Agreement, or thereafter acquired), including, without limitation, any portion
of the Collateral, except as expressly permitted hereby;

          (b)    engage in any business or activity other than in connection
with, or relating to, the performance of the Trust Agreement and the execution,
delivery and performance of any documents, including the Issuance Documents
(other than the Trust Agreement), relating to the Notes issued under the
Indenture and the transactions contemplated thereby, and the issuance of the
Notes pursuant to the Indenture;

          (c)    incur or otherwise become liable, directly or indirectly, for
any Indebtedness or Contingent Obligation except for the Notes issued pursuant
to the Indenture;

          (d)    (i)  permit the validity or effectiveness of the Indenture or
any grant of security interest in or assignment for collateral purposes of the
Collateral to be impaired, or permit a Lien created under the Indenture to be
amended, hypothecated, subordinated, terminated or discharged, or permit any
Person to be released from any covenants or obligations under the Funding
Agreement or any other document or agreement assigned to the Indenture Trustee,
except as may be expressly permitted hereby, (ii) create, incur, assume or
permit any Lien or other encumbrance (other than a Lien created by the
Indenture) on any of its properties or assets owned as of the date hereof or
hereafter acquired, or any interest therein or the proceeds thereof, or (iii)
permit a Lien created under the Indenture not to constitute a valid first
priority perfected security interest in the Collateral;

          (e)    amend, modify or fail to comply with any material provision of
the Trust Agreement, except as expressly permitted thereunder;

          (f)    own any subsidiary or lend or advance any monies to, or make
any investment in, any Person, except for an investment in a Funding Agreement;

          (g)    directly or indirectly make any distribution or other payment
on, or redeem or otherwise acquire or retire for value, the interest of the
Trust Beneficial Owner if any amounts under the Notes are due and unpaid, or
directly or indirectly redeem or otherwise acquire or retire for value any debt
other than the Notes, if all amounts due to be paid on the Notes issued by it
prior to the next scheduled payment under the Funding Agreement have been paid;

                                       41
<Page>

          (h)    exercise any rights to foreclose or realize on its security
interest in or assignment for collateral purposes of the Collateral except at
the written direction of, or with the prior written approval of, the Indenture
Trustee;

          (i)    cause or permit the sale or other transfer of, or the creation,
incidence, assumption or existence of, any Lien on all or a portion of the
interest of the Trust Beneficial Owner;

          (j)    become required to register as an "investment company," or
become under the "control" of an "investment company," as such terms are defined
in the Investment Company Act;

          (k)    enter into any transaction of merger or consolidation or
liquidate or dissolve itself (or suffer any liquidation or dissolution), or
acquire by purchase or otherwise all or substantially all the business or assets
of, or any stock or other evidence of beneficial ownership of, any other Person;

          (l)    have any subsidiaries, employees or agents other than the
Delaware Trustee, the Administrator or any other Persons necessary to conduct
its business and enter into transactions contemplated under the Issuance
Documents;

          (m)    have an interest in any bank account other than (i) those
accounts required under the Issuance Documents, and (ii) those accounts
expressly permitted by the Indenture Trustee; PROVIDED that any such interest
therein shall be charged or otherwise secured in favor of the Indenture Trustee
on terms acceptable to the Indenture Trustee;

          (n)    take any action that would cause it not to be disregarded or
treated as a grantor trust (assuming it were not disregarded) for United States
federal income tax purposes;

          (o)    permit any Affiliate, employee or officer of Hartford Life or
any purchasing agent of the Notes to be a trustee of the Trust;

          (p)    issue Notes under the Indenture unless (i) the Trust has
purchased or will simultaneously purchase a Funding Agreement from Hartford Life
to secure such Notes, (ii) Hartford Life has affirmed in writing to the Trust
that it has made or simultaneously will make changes to its books and records to
reflect the granting of a security interest in, and the making of an assignment
for collateral purposes of, the Funding Agreement by the Trust to the Indenture
Trustee and (iii) the Trust has taken such other steps as may be necessary to
cause the Indenture Trustee's grant of security interest in, and assignment for
collateral purposes of, the Collateral, in favor of the Indenture Trustee for
the benefit of the Holders, to be perfected for purposes of the UCC or effective
against the Trust's creditors and subsequent purchasers of the Collateral
pursuant to insurance or other applicable law;

          (q)    commingle the assets of the Trust with the assets of any
Affiliates of the Trust (including any other trust organized under the Program),
or guarantee any obligation of any Affiliates of the Trust (including any trust
organized under the Program); or

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          (r)    maintain any joint account with any Person, become a party,
whether as co-obligor or otherwise, to any agreement to which any Person is a
party (other than in respect of the Issuance Documents), or become liable as a
guarantor or otherwise with respect to any Indebtedness or contractual
obligation of any Person.

     SECTION 3.16. NON-PETITION. Each of the Indenture Trustee, the
Administrator, each Holder of a Note, each Agent and the Delaware Trustee
covenants and agrees that, for a period of one year plus one day after payment
in full of all amounts payable under or in respect of the Indenture and the
Notes, it will not institute against, or join any other Person in instituting
against, the Trust any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any federal or state
bankruptcy or similar law. The immediately preceding sentence shall survive any
termination of the Indenture.

     Notwithstanding the foregoing, each of the Indenture Trustee and each Agent
covenants and agrees that, it will not institute against, or join any other
Person in instituting against, the Trust any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any federal or state bankruptcy or similar law, as a result of the failure to
pay fees or expenses pursuant to SECTION 7.10 to any party entitled thereto.

     Moreover, each of the Indenture Trustee, the Paying Agent, the Transfer
Agent, the Calculation Agent and the Registrar covenants and agrees that it will
not cause an Event of Default as a result of the Trust's failure to pay any fees
or expenses pursuant to SECTION 7.10 to any party entitled thereto.

     SECTION 3.17. TITLE TO THE COLLATERAL. The Trust covenants and agrees that
the Trust owns or, prior to the issuance of the Notes will own, the Funding
Agreement and all of the rest of the Collateral, free and clear of any Liens
other than the security interests or assignments for collateral purposes made
pursuant to Article 4 of the Indenture; and that the Trust is not and will not
become a party to or otherwise be bound by any agreement, other than the
Indenture, which restricts in any manner the rights of any present or future
holder of any of the Collateral with respect thereto.

     The Trust shall notify in writing the Indenture Trustee and any Rating
Agencies as promptly as practicable upon becoming aware of any change in the law
of the State of Connecticut following the date of the Indenture with respect to
the priority status of any Funding Agreement in a liquidation of, or other
delinquency proceeding against, Hartford Life.

     SECTION 3.18. WITHHOLDING AND PAYMENT OF ADDITIONAL AMOUNTS.

          (a)    All payments due in respect of the Notes will be made free and
clear of any applicable withholding or deduction for or on account of any
present or future taxes, duties, levies, assessments or other governmental
charges of whatever nature imposed or levied by or on behalf of any governmental
authority in the United States having the power to tax, unless such withholding
or deduction is required by law. Unless otherwise specified in the applicable
Pricing Supplement, if any such withholding or deduction is required by law, the
Trust will not pay any Additional Amounts to Holders in respect of any such
withholding or deduction and any such withholding or deduction will not give
rise to a Default or an Event of Default or any

                                       43
<Page>

independent right or obligation to redeem the Notes. Unless the Funding
Agreement specifies that Hartford Life will pay Additional Amounts to the Trust
in the event that any amount due with respect to the Funding Agreement is
subject to withholding or deduction for or on account of any present or future
taxes, duties, levies, assessments or other governmental charges of whatever
nature imposed or levied by or on behalf of any governmental authority in the
United States having the power to tax, the Trust will be deemed for all purposes
of the Issuance Documents to have received cash in an amount equal to the amount
of any such withholding or deduction, and each Holder will be deemed for all
purposes of the Issuance Documents to have received cash in an amount equal to
the portion of such withholding or deduction that is attributable to such
Holder's interest in the Notes as equitably determined by the Trust.

          (b)    Subject to the final sentence of this SECTION 3.18(b), and to
the extent specified in the applicable Pricing Supplement, the Trust shall pay
to a Holder of any Note who is not a "United States person" within the meaning
of Section 7701(a)(30) of the Code, Additional Amounts to compensate for any
withholding or deduction for or on account of any present or future taxes,
duties, levies, assessments or other governmental charges of whatever nature
imposed or levied on payments in respect of such Note, by or on behalf of any
governmental authority in the United States having the power to tax, so that the
net amount received by the Holder under that Note, after giving effect to such
withholding or deduction, will equal the amount that would have been received
under such Note were no such deduction or withholding required; PROVIDED that
the Trust shall not, unless otherwise specified in the applicable Pricing
Supplement or a supplemental indenture, be required to make any payment of any
Additional Amount for or on account of: (i) any tax, duty, levy, assessment or
other governmental charge imposed which would have not been imposed but for (A)
the existence of any present or former connection between the Holder or
beneficial owner (as determined for United States federal income tax purposes)
of the Note or the Funding Agreement (any such Holder or beneficial owner,
hereafter, the "Owner") and such governmental authority, including without
limitation, being or having been a citizen or resident thereof, or being or
having been present therein, incorporated therein, engaged in a trade or
business therein or having (or having had) a permanent establishment or
principal office therein, (B) such Owner being or having been a controlled
foreign corporation within the meaning of Section 957(a) of the Code related
within the meaning of Section 864(d)(4) of the Code to Hartford Life, the Trust
Beneficial Owner or a private foundation or other tax-exempt organization, (C)
such Owner being or having been an actual or constructive owner of ten percent
(10%) or more of the total combined voting power of all the outstanding stock of
Hartford Life or the Trust Beneficial Owner, (D) such Owner being a bank for
United States federal income tax purposes whose receipt of interest on the Note
or Funding Agreement is described in Section 881(c)(3)(A) of the Code or (E)
such Owner being subject to backup withholding as of the date of becoming an
Owner; (ii) any tax, duty, levy, assessment or other governmental charge which
would not have been imposed but for the presentation of the Note or other
evidence of beneficial ownership thereof (where presentation is required) for
payment on a date more than thirty (30) days after the date on which such
payment becomes due and payable or the date on which payment is duly provided
for whichever occurs later; except to the extent that the Owner would have been
entitled to Additional Amounts had the Note been presented on the last day of
such thirty (30) day period; (iii) any tax, duty, levy, assessment or other
governmental charge which is imposed or withheld by reason of the failure of an
Owner to comply with certification, identification or information reporting
requirements concerning the nationality, residence, identity or connection with
the United States of an Owner

                                       44
<Page>

(including, without limitation, failure to provide IRS Forms W-8BEN or W-8ECI),
if compliance is required by statute, by regulation of the United States
Treasury Department, judicial or administrative interpretation, other law or by
an applicable income tax treaty to which the United States is a party as a
condition to exemption from such tax, duty, levy, assessment or other
governmental charge; (iv) any inheritance, gift, estate, personal property,
sales, transfer or similar tax, duty, levy, assessment or similar governmental
charge; (v) any tax, duty, levy, assessment or other governmental charge that is
payable otherwise than by withholding from payments in respect of the Notes;
(vi) any tax, duty, levy, assessment or other governmental charge that would not
have been imposed or withheld but for the treatment of payments in respect of
the Notes or the Funding Agreement as contingent interest described in Section
871(h)(4) of the Code; (vii) any tax, duty, levy, assessment or other
governmental charge that would not have been imposed or withheld but for an
election by the Owner the effect of which is to make payment in respect of the
Notes subject to United States federal income tax; (viii) any tax, duty, levy,
assessment or other governmental charge resulting from a European Union
Directive; or (ix) any combination of items (i), (ii), (iii), (iv), (v), (vi),
(vii) or (viii). The obligation to pay Additional Amounts shall not apply unless
Hartford Life is obligated to pay additional amounts under the Funding Agreement
(1) to compensate for any withholding or deduction for or on account of any
present or future taxes, duties, levies, assessments or other governmental
charges of whatever nature imposed or levied on payments in respect of the
Funding Agreement by or on behalf of any governmental authority in the United
States having the power to tax and (2) to reimburse the Trust for any Additional
Amounts due to Holders.

          (c)    If the applicable Pricing Supplement indicates that the Trust
will pay any Additional Amounts to Holders as described in SECTION 3.18(b) and
any such Additional Amounts actually become due and payable the Trust shall
deliver to the Indenture Trustee a Trust Certificate that indicates the amount
of such Additional Amounts and the dates of the payment of such Additional
Amounts. The Indenture Trustee may conclusively rely on such Trust Certificate
in making the payment of such Additional Amounts.

          (d)    Whenever in the Indenture or in any Note there is mentioned, in
any context, the payment of the principal of or any premium or interest on, or
in respect of, any Note or the net proceeds received on the sale or exchange of
any Note, such mention shall be deemed to include mention of the payment of
Additional Amounts if so specified in the applicable Pricing Supplement.
Further, express mention of the payment of Additional Amounts (if applicable) in
any provision hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made.

     SECTION 3.19. ADDITIONAL REPRESENTATIONS AND WARRANTIES.

          (a)    The Trust hereby represents and warrants that:

                      (i)     to the extent the creation of a security interest
          in the Funding Agreement is governed by the UCC, the Indenture will
          create a valid security interest (as defined in the UCC) in the
          Funding Agreement in favor of the Indenture Trustee for the benefit
          and security of the Holders, which security interest will be prior to
          all other Liens;

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<Page>

                      (ii)    the Funding Agreement will constitute a "general
          intangible," within the meaning of the UCC;

                      (iii)   subject to the grant of security interest, pledge
          and collateral assignment of the Trust's right, title and interest in
          the Funding Agreement, the Trust will be a party to and will be the
          person entitled to payment under each of the documents included in the
          Funding Agreement on the date thereof free and clear of any Lien,
          claim or encumbrance of any Person, other then the Lien created
          hereunder or any Lien otherwise permitted under the Indenture;

                      (iv)    to the extent the UCC applies, the Trust has
          caused or will have caused, within ten (10) days of the issuance of
          the Notes, the filing of all appropriate financing statements in the
          proper filing office in the appropriate jurisdictions under applicable
          law in order to perfect the security interest in the Funding Agreement
          granted to the Indenture Trustee for the benefit and security of the
          Holders hereunder;

                      (v)     other than the security interest granted to the
          Indenture Trustee for the benefit and security of the Holders pursuant
          to the Indenture, the Trust will not pledge, assign, sell, grant a
          security interest in, or otherwise convey any interest in the Funding
          Agreement;

                      (vi)    the Trust will not authorize the filing of and is
          not aware of any financing statements against the Trust that include a
          description of collateral covering the Funding Agreement other than
          any financing statement relating to the security interest granted to
          the Indenture Trustee for the benefit and security of the Holders
          hereunder;

                      (vii)   the Trust is not aware of any judgment or tax lien
          filings against the Trust; and

                      (viii)  the foregoing representations and warranties will
          survive the execution and delivery of the Notes.

          (b)    Each of the parties hereto, as applicable, represent and
warrant that:

                      (i)     it will not waive any of the foregoing
          representations and warranties; and

                      (ii)    the Indenture Trustee and the Trust will maintain
          the perfection and priority of the security interest in any Funding
          Agreement.

     SECTION 3.20. ANCILLARY DOCUMENTS. The Trust hereby expressly authorizes
and directs the Indenture Trustee to execute and deliver each of the documents,
instruments and agreements attached as Exhibits or otherwise expressly
contemplated by the terms of, the Indenture with respect to the Notes from time
to time.

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<Page>

                                    ARTICLE 4
                GRANTING OF SECURITY INTEREST AND ASSIGNMENT FOR
                               COLLATERAL PURPOSES

     SECTION 4.01. CREATION. To secure the full and punctual payment of the
Secured Obligations in accordance with the terms thereof and to secure the
performance of the Trust's obligations under the Notes and the Indenture, the
Trust hereby assigns and pledges to and with the Indenture Trustee for the
ratable benefit of each Holder and grants to the Indenture Trustee for the
ratable benefit of each Holder security interests in the Collateral, and all of
its rights and privileges with respect to the Collateral, and all income and
profits thereon, and all interest, dividends and other payments and
distributions with respect thereto, and all Proceeds of the foregoing.
Contemporaneously with the issuance of the Notes, the Trust will deliver the
Funding Agreement to the Indenture Trustee or its agent in pledge hereunder and
make such filings, cause Hartford Life as the issuer of the Funding Agreement to
register and acknowledge the Indenture Trustee or its agent or the Holders as
having the rights of an assignee for collateral purposes of the Funding
Agreement and take such other action as may be necessary to cause the Indenture
Trustee for the ratable benefit of each Holder to have a perfected security
interest in or be the recipient of a valid assignment for collateral purposes of
the Funding Agreement and the rest of the Collateral that is effective against
the Trust's creditors and subsequent purchasers thereof.

     SECTION 4.02. SCOPE.

          (a)    The security interest or assignment for collateral purposes
granted or made pursuant to SECTION 4.01 is granted or made in trust to secure
the full and punctual payment of the Secured Obligations equally and ratably
among the Holders, without prejudice, priority or distinction, except as
expressly provided in the Indenture, in the following order of priority:

                 FIRST, to the payment of the amounts then due and unpaid upon
     the Notes for principal and premium, if any, and interest and all other
     amounts in respect of which or for the benefit of which such amount has
     been collected, ratably, without preference or priority of any kind,
     according to the aggregate amounts due and payable on the Notes for
     principal and premium, if any, and interest and all such other amounts,
     respectively; and

                 SECOND, any remaining balance shall be paid to the Trust and
     such remaining balance shall be distributed by the Delaware Trustee in
     accordance with the Trust Agreement.

          (b)    The Trust does hereby constitute and irrevocably appoint the
Indenture Trustee the true and lawful attorney of the Trust, with full power (in
the name of the Trust or otherwise), upon the occurrence and during the
continuance of an Event of Default, to exercise all rights of the Trust with
respect to the Collateral and to ask, require, demand, receive, settle,
compromise, compound and give acquittance for any and all monies and claims for
monies due and to become due under or arising out of any of the Collateral, to
endorse any checks or other instruments or orders in connection therewith and to
file any claims or take any action or institute any proceedings that the
Indenture Trustee may deem to be necessary or advisable in the circumstances.
The power of attorney granted pursuant to the Indenture and all authority hereby
conferred are granted and conferred solely to protect the Indenture Trustee's
interest in the

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<Page>

Collateral held for the benefit and security of the Holders and shall not impose
any duty upon the Indenture Trustee to exercise any power. This power of
attorney shall be irrevocable as one coupled with an interest prior to the
payment in full of all the Notes.

          (c)    The Indenture shall constitute a security agreement and an
agreement to assign the Collateral for collateral purposes under the laws of the
State of New York applicable to agreements made and to be performed therein.
Upon the occurrence of any Event of Default with respect to the Notes, and in
addition to any other rights available under the Indenture and the Funding
Agreement or otherwise available at law or in equity, the Indenture Trustee
shall have all rights and remedies of a secured party or an assignee for
collateral purposes on default under the laws of the State of New York and other
applicable law to enforce the assignments and security interests contained
herein and, in addition, shall have the right, subject to compliance with any
mandatory requirements of applicable law, to sell or apply the Funding Agreement
and any other rights and other interests assigned or pledged hereby in
accordance with the terms of the Indenture at public or private sale. All
amounts received hereunder shall be applied first to all costs and expenses
incurred by the Indenture Trustee in connection with such collection and
enforcement and thereafter as provided in the Indenture.

          (d)    It is expressly agreed that anything herein or therein
contained to the contrary notwithstanding, the Trust shall remain liable under
the Funding Agreement to perform all the obligations of it thereunder, all in
accordance with and pursuant to the terms and provisions thereof, and the
Indenture Trustee shall not have any obligations or liabilities with respect to
the Funding Agreement by reason of or arising out of the Indenture, nor shall
the Indenture Trustee be required or obligated in any manner to perform or
fulfill any obligations of the Trust under or pursuant to the Funding Agreement
or, other than as provided in the Indenture, to make any payment, to make any
inquiry as to the nature or sufficiency of any payment received by it, or, prior
to the occurrence and continuance of an Event of Default, to present or file any
claim, or to take any action to collect or enforce the payment of any amounts
that may have been assigned to it or to which it may be entitled at any time or
times.

          (e)    The Indenture Trustee acknowledges the granting of such
security interests and the making of such assignments for collateral purposes,
accepts the terms hereunder in accordance with the provisions hereof and agrees
to perform its duties herein subject to and with the benefit of the provisions
hereof, to the end that the interests of the Holders may be adequately and
effectively protected.

     SECTION 4.03. TERMINATION OF SECURITY INTEREST. Upon the payment in full of
all Secured Obligations relating to the Notes, the security interest shall
terminate and all rights to the Collateral shall revert to the Trust. Upon
termination of the security interest, the Indenture Trustee will execute and
deliver to the Trust such documents as the Trust shall reasonably request to
evidence the termination of the security interest.

                                    ARTICLE 5
                     SATISFACTION AND DISCHARGE; SUBROGATION

     SECTION 5.01. SATISFACTION AND DISCHARGE OF INDENTURE. The Indenture shall
cease to be of further effect with respect to the Notes (except as to any
surviving rights of registration of

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transfer or exchange of Notes herein expressly provided for) and the Indenture
Trustee, on written demand of the Trust, shall execute proper instruments
acknowledging satisfaction and discharge of the Indenture with respect to the
Notes, when

          (a)    either:

                      (i)     all Notes theretofore authenticated and delivered
          (other than Notes which have been mutilated, destroyed, lost or stolen
          and which have been replaced or paid as provided in SECTION 2.08) have
          been delivered to the Indenture Trustee for cancellation; or

                      (ii)    all Notes

                              (A)   have become due and payable,

                      (A)     will become due and payable at their Stated
                 Maturity Date within one year, or

                      (B)     are to be called for redemption within one year
                 under arrangements satisfactory to the Indenture Trustee for
                 the giving of notice of redemption by the Indenture Trustee in
                 the name, and at the expense, of the Trust,

          and the Trust, in the case of (A), (B) or (C) above, has deposited or
          caused to be deposited with the Indenture Trustee as trust funds in
          trust for such purpose, an amount sufficient to pay and discharge the
          entire indebtedness on the Notes not theretofore delivered to the
          Indenture Trustee for cancellation, for principal of, premium, if any,
          or any interest on, the Notes to the date of such deposit (in the case
          of Notes which have become due and payable) or to the Stated Maturity
          Date, as the case may be;

          (b)    the Trust has paid or caused to be paid in full all other sums
payable hereunder by the Trust with respect to the Secured Obligations; and

          (c)    the Trust has delivered to the Indenture Trustee a Trust
Certificate and an Opinion of Counsel each stating that all conditions precedent
herein providing for the satisfaction and discharge of the Indenture with
respect to the Notes have been complied with.

     Notwithstanding the satisfaction and discharge of the Indenture with
respect to the Notes, the obligations of the Indenture Trustee under
SECTION 5.02 shall survive.

     SECTION 5.02. APPLICATION OF TRUST MONEY. All money deposited with the
Indenture Trustee pursuant to the Indenture shall be held in trust in the
Collection Account and applied by it, in accordance with the provisions of the
Notes and the Indenture, to the payment through any Paying Agent, to the Persons
entitled thereto, of the principal, premium, if any, interest and Additional
Amounts, if any, for whose payment such money has been deposited with or
received by the Indenture Trustee.

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<Page>

If no Event of Default with respect to the Notes exists, the following priority
of payments shall apply:

                 FIRST, to the payment of the amounts then due and unpaid upon
     the Notes for principal and interest and all other amounts in respect of
     which or for the benefit of which such amount has been collected, ratably,
     without preference or priority of any kind, according to the aggregate
     principal amounts due and payable on the Notes; and

                 SECOND, any remaining balance shall be paid to the Trust and
     such remaining balance shall be distributed by the Delaware Trustee in
     accordance with the Trust Agreement.

     SECTION 5.03. REPAYMENT OF FUNDS HELD BY PAYING AGENT. In connection with
the satisfaction and discharge of the Indenture as set forth in SECTION 5.01
above, all funds then held by any Paying Agent under the provisions of the
Indenture shall, upon demand of the Trust, be repaid to the Trust or paid to the
Indenture Trustee and thereupon such Paying Agent shall be released from all
further liability with respect to such funds.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

     SECTION 6.01. EVENTS OF DEFAULT.

     "EVENT OF DEFAULT," wherever used herein, means any one of the following
events with respect to the Notes (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body):

          (a)    failure to pay the principal of any Note and the continuance of
such failure for a period of one (1) Business Day after such principal becomes
due and payable;

          (b)    failure to pay any interest or premium, if any, on any Note
within five (5) Business Days after such interest becomes due and payable;

          (c)    an "Event of Default" (as defined in the Funding Agreement) by
Hartford Life under the Funding Agreement securing the Notes, subject to any
applicable cure period;

          (d)    a material failure in the performance, or breach, of any one or
more of the other covenants in the Indenture or the Notes (other than a
covenant, a default in whose performance or whose breach is elsewhere in this
section specifically dealt with), for a period of sixty (60) days after the date
on which there shall have been given written notice thereof to the Trust by the
Indenture Trustee or to the Trust and the Indenture Trustee by the Holders of
Notes representing at least twenty-five percent (25%) of the aggregate principal
amount of the Outstanding Notes, which notice shall specify such default or
breach and require it to be remedied and which notice shall state that it is a
"NOTICE OF DEFAULT"; PROVIDED that the Indenture Trustee may, without the
consent of the Holders of the Notes and without prejudice to its rights in
respect of any subsequent breach, from time to time and at any time, if in its
opinion the

                                       50
<Page>

interests of the Holders of Notes will not be materially prejudiced thereby,
waive or authorize, on such terms as seem expedient to it, any breach by the
Trust; PROVIDED, FURTHER, that the Indenture Trustee shall not so waive or
authorize any breach in contravention of any express notice given by the Holders
of Notes representing at least twenty-five percent (25%) of the aggregate
principal amount of the Outstanding Notes; PROVIDED, STILL FURTHER, that no such
express notice shall affect any previous waiver or authorization and any such
waiver or authorization shall be binding on the Holders of the Notes, and if the
Indenture Trustee deems appropriate, such waiver or authorization shall be
provided to the Holders of the Notes as soon as practicable;

          (e)    the Indenture for any reason shall cease to be in full force
and effect (other than in accordance with its terms) or shall be declared null
and void, or the Indenture Trustee fails to have or maintain a validly created
and perfected security interest subject to no prior Liens or security interests
in the Collateral, except as expressly permitted hereby; or any Person shall
successfully claim as finally determined by a court of competent jurisdiction
that any of the Liens granted to the Indenture Trustee with respect to any of
the Collateral are void or that the enforcement thereof or any other recourse by
the Indenture Trustee against any of the Collateral is materially limited
because of any preference, fraudulent transfer, conveyance or similar law;

          (f)    either (i) a court having jurisdiction in the premises shall
enter a decree or order for relief in respect of the Trust or the Collateral in
an involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect in the State of Delaware or any other applicable
jurisdiction, which decree or order is not stayed; or any other similar relief
shall be granted under any applicable law; or (ii) an involuntary case shall be
commenced against the Trust or the Collateral under any applicable bankruptcy,
insolvency or other similar law of the State of Delaware or any other applicable
jurisdiction; or a decree or order of a court having jurisdiction in the
premises for the appointment of a receiver, liquidator, sequestrator, trustee,
custodian or other officer having similar powers over the Trust or the
Collateral, or over all or a substantial part of its property, shall have been
entered; or there shall have occurred the involuntary appointment of an interim
receiver, trustee or other custodian of the Trust or the Collateral for all or a
substantial part of its property; or a court having jurisdiction in the premises
shall enter a decree or order declaring the dissolution of the Trust; or a
warrant of attachment, execution or similar process shall have been issued
against any substantial part of the property of the Trust and any such event
described in this clause (ii) shall continue for sixty (60) days unless
dismissed, bonded or discharged;

          (g)    either (i) the Trust shall have an order for relief entered
with respect to it or shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law of the State of Delaware or any
other applicable jurisdiction, or shall consent to the entry of an order for
relief in an involuntary case, or to the conversion of an involuntary case to a
voluntary case, under any such law, or shall consent to the appointment of or
taking possession by a receiver, trustee or other custodian for all or a
substantial part of its property; or the Trust shall make any assignment for the
benefit of creditors; or (ii) the Trust shall fail or be unable, or the Trust
admits in writing its inability, to pay its debts as such debts become due; or
the trustee of the Trust shall adopt any resolution or otherwise authorize any
action to approve or for the purpose of effecting any of the actions referred to
in this paragraph (g); or

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<Page>

          (h)    any other Event of Default provided in (i) the applicable
Prospectus Supplement or the applicable Pricing Supplement and (ii) the Notes or
any supplemental indenture.

     SECTION 6.02. ACCELERATION OF MATURITY DATE; RESCISSION AND ANNULMENT. If
an Event of Default specified in any of SECTIONS 6.01(a), (b), (c), (f) or (g)
hereof occurs, the principal of and all accrued and unpaid interest and any
other amounts payable on the Notes shall automatically be and become due and
payable immediately, without any declaration or other act whatsoever on the part
of the Trust, the Indenture Trustee or any Holder. If any Event of Default other
than those specified in SECTIONS 6.01(a), (b), (c), (f) or (g) hereof occurs and
is continuing, then in every such case the Indenture Trustee or the Holders of
more than twenty-five percent (25%) in aggregate principal amount of the
Outstanding Notes, by a notice in writing to the Trust (and to the Indenture
Trustee if given by the Holders of the Notes), may (but are not required to)
declare the sum of (a) the principal amount of all the Outstanding Notes and (b)
any other amounts, including accrued and unpaid interest, payable to the Holders
to the extent such amounts are permitted by law to be paid, to be due and
payable immediately, and upon any such declaration such amount shall become due
and payable on the date the written declaration is received by the Trust;
PROVIDED, HOWEVER, that with respect to any Note issued with original issue
discount (other than indexed Notes) the amount of principal due and payable for
such Note will be the amount determined as set forth in the Pricing Supplement
or, if not so set forth, by multiplying (i) the then outstanding aggregate
principal amount of such Note by (ii) the sum of (A) the original issue price of
the Note (expressed as a percentage of the then outstanding aggregate principal
amount of such Note) plus (B) the original issue discount (expressed as a
percentage) amortized from the original issue date of such Note to the date of
declaration of acceleration of maturity of such Note (calculated using the
interest method in accordance with generally accepted accounting principles in
effect on the date of determination).

     At any time after such a declaration of acceleration of maturity of the
Notes has been made pursuant to the second sentence of this Section and before a
judgment or decree for payment of the money due has been obtained by the
Indenture Trustee as hereinafter provided in this Article, the Holders of Notes
representing at least sixty-six and two-thirds percent (66?%) of the aggregate
principal amount of the Outstanding Notes, by written notice to the Trust and
the Indenture Trustee, may rescind and annul such declaration and its
consequences if

          (a)    the Trust has paid or deposited with the Indenture Trustee a
sum sufficient to pay

                      (i)     all overdue installments of interest and
          Additional Amounts, if applicable, on all Notes,

                      (ii)    the principal and premium, if any, of any Notes
          which have become due otherwise than by such declaration of
          acceleration and interest thereon with respect thereto at the rate
          borne by the Notes, and

                      (iii)   all sums paid or advanced by the Indenture Trustee
          hereunder; and

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          (b)    all Events of Default, other than the nonpayment of the
principal of or interest on the Notes which have become due solely as a result
of such acceleration, have been cured or waived as provided in SECTION 6.13.

     No such rescission shall affect any subsequent Default or Event of Default
or impair any right consequent thereon.

     SECTION 6.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT. The
Trust covenants that if

          (a)    default is made in the payment of any installment of interest
on any Note when such interest becomes due and payable (after the expiration of
any applicable cure period), or

          (b)    default is made in the payment of the principal or premium, if
any, of any Note when such principal or premium, if any, becomes due and payable
(after the expiration of any applicable grace period),

the Trust will upon demand of the Indenture Trustee (which the Indenture Trustee
may make, but is not required to make) pay to the Indenture Trustee, for the
benefit of all the Holders of the Notes, the whole amount then due and payable
on the Notes and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee, its agents and counsel.

     If the Trust fails to pay such amounts it is required to pay the Indenture
Trustee pursuant to the preceding paragraph, then forthwith upon the demand of
the Indenture Trustee, in its own name and as trustee of an express trust, the
Indenture Trustee may (but is not required to) institute a judicial proceeding
for the collection of the sums so due and unpaid, may prosecute such proceeding
to judgment or final decree and may enforce the same against the Trust or any
other obligor upon any of the Notes and collect the monies adjudged or decreed
to be payable in the manner provided by law out of the property of the Trust or
any other obligor upon the Notes, including the Collateral, wherever situated.

     If an Event of Default with respect to the Notes occurs and is continuing,
the Indenture Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Notes by such appropriate judicial
proceedings as the Indenture Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement in the Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.

     SECTION 6.04. INDENTURE TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, composition or other judicial proceeding relative
to the Trust or any other obligor upon the Notes or the property held in the
Trust or of such other obligor or their creditors, the Indenture Trustee
(irrespective of whether the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Indenture Trustee shall have made any

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demand on the Trust for the payment of any overdue principal, premium or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise,

          (a)    to file and prove a claim for the whole amount of principal of,
and any premium and interest owing and unpaid in respect of, the Notes and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Indenture Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee, its
agents and counsel) and of the Holders allowed in such proceeding; and

          (b)    to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same,

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Indenture Trustee and, in the event
that the Indenture Trustee shall consent to the making of such payments directly
to the Holders and to pay to the Indenture Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee, its agents and counsel, and any other amounts due to the Indenture
Trustee under SECTION 7.10.

     Nothing herein contained shall be deemed to authorize the Indenture Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment, or composition affecting any of the
Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee
to vote in respect of the claim of any Holder in any such proceeding.

     SECTION 6.05. INDENTURE TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
NOTES. All rights of action and claims under the Indenture or any of the Notes
may be prosecuted and enforced by the Indenture Trustee without the possession
of any of the Notes or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Indenture Trustee in
accordance with the terms hereof shall be brought in its own name as trustee of
an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Indenture Trustee, its agents and counsel, be for the ratable benefit of the
Holders of Notes in respect of which such judgment has been recovered.

     SECTION 6.06. APPLICATION OF MONEY COLLECTED. Notwithstanding anything
herein to the contrary, any money collected by the Indenture Trustee following
an Event of Default and during the continuance thereof pursuant to ARTICLE 6 or
otherwise under the Indenture, any supplements hereto or the Funding Agreement,
and any monies that may then be held or thereafter received by the Indenture
Trustee as security with respect to the Notes shall be held in the Collection
Account and be applied in the following order, at the date or dates fixed by the
Indenture Trustee and, in case of the distribution on account of principal or
interest, upon presentation of the Notes, or both, and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:

                 FIRST, to the payment of the reasonable and customary expenses
     and counsel fees incurred by the Indenture Trustee and any other amounts
     due and unpaid to

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     the Indenture Trustee in an aggregate amount of no more than $250,000 for
     all notes issued under the Program, to the extent not paid pursuant to the
     applicable Expense and Indemnity Agreement;

                 SECOND, to the payment of the amounts then due and unpaid upon
     the Notes for principal, premium, if any, and interest and all other
     amounts in respect of which, or for the benefit of which such amount has
     been collected, ratably, without preference or priority of any kind,
     according to the aggregate principal amounts due and payable on the Notes;
     and

                 THIRD, any remaining balance shall be paid to the Delaware
     Trustee and such remaining balance shall be distributed by the Delaware
     Trustee in accordance with the Trust Agreement.

     Except as expressly set forth herein, none of the Indenture Trustee, Paying
Agent, Registrar or any other Agent or any of their successors, employees,
officers, directors, affiliates or agents shall have any claim or rights of any
nature in or to the Collateral, whether as a result of set-off, banker's lien or
otherwise, and the Indenture Trustee hereby waives, and the Paying Agent and
Registrar appointed hereunder shall be deemed to have waived, by its acceptance
of the duties hereunder, on behalf of itself and each such other Person, any
such claim or rights in or to the Collateral.

     SECTION 6.07. LIMITATION ON SUITS. Except as otherwise provided in
SECTION 6.08, no Holder shall have any right to institute any proceedings,
judicial or otherwise, with respect to the Indenture or any agreement or
instrument included in the Collateral for the Notes or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:

          (a)    such Holder has previously given written notice to the
Indenture Trustee of a continuing Event of Default with respect to the Notes;

          (b)    the Holder or Holders of Notes representing not less than
twenty-five percent (25%) of the aggregate principal amount of the Outstanding
Notes shall have made written request to the Indenture Trustee to institute
proceedings in respect of such Event of Default in its own name as Indenture
Trustee hereunder;

          (c)    such Holder or Holders have offered to the Indenture Trustee
reasonable indemnity or security satisfactory to it against the costs, expenses
and liabilities to be incurred in compliance with such request;

          (d)    the Indenture Trustee for sixty (60) days after its receipt of
such notice, request and offer of indemnity has failed to institute any such
proceeding; and

          (e)    no direction inconsistent with such written request has been
given to the Indenture Trustee during such sixty (60) day period by the Holder
or Holders of Notes representing at least a majority in aggregate principal
amount of the Outstanding Notes;

it being understood and intended that no one or more Holders of Notes shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of the Indenture to affect,

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disturb or prejudice the rights of any other Holder of any Note or to obtain or
to seek to obtain priority or preference over any other Holder of any Note or to
enforce any right under the Indenture, except in the manner herein provided and
for the equal and ratable benefit of all the Holders of the Notes.

     SECTION 6.08. UNCONDITIONAL RIGHTS OF HOLDERS TO RECEIVE PAYMENTS.
Notwithstanding any other provision in the Indenture, each Holder of any Note
shall have the right, which is absolute and unconditional, to receive payment of
the principal of, any interest on, and premium, if any, on such Note on the
respective Stated Maturity Date or redemption date thereof and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

     SECTION 6.09. RESTORATION OF RIGHTS AND REMEDIES. If the Indenture Trustee
or any Holder has instituted any proceeding to enforce any right or remedy under
the Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Indenture Trustee or to such
Holder, then and in every such case the Trust, the Indenture Trustee and each
such Holder shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Indenture Trustee and each such Holder shall
continue as though no such proceeding had been instituted.

     SECTION 6.10. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Notes in SECTION 2.08, no right or remedy herein conferred upon or
reserved to the Indenture Trustee or to each and every Holder is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     SECTION 6.11. DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Indenture Trustee or of any Holder to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a
waiver of any such right or remedy accruing upon any Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Indenture Trustee or to any Holder may be exercised from time to time, and
as often as may be deemed expedient, by the Indenture Trustee or by such Holder,
as the case may be.

     SECTION 6.12. CONTROL BY HOLDERS. Holders, representing at least a majority
of the aggregate principal amount of the Outstanding Notes, who provide the
Indenture Trustee with indemnification satisfactory to the Indenture Trustee,
shall have the right to direct the time, method and place of conducting any
proceedings for exercising any remedy available to the Indenture Trustee or
exercising any trust or power conferred on the Indenture Trustee with respect to
the Notes, including with respect to the Collateral; PROVIDED, HOWEVER, that (a)
such direction shall not be in conflict with any rule of law or with the
Indenture, (b) the Indenture Trustee may take any other action deemed proper by
the Indenture Trustee that is not inconsistent with such direction and (c)
subject to the provisions of SECTION 7.01, the Indenture

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Trustee shall have the right to decline to follow any such direction if the
Indenture Trustee in good faith shall, by a Responsible Officer or Officers of
the Indenture, Trustee, determine that the proceeding so directed would involve
the Indenture Trustee in personal liability.

     SECTION 6.13. WAIVER OF PAST DEFAULTS. Notwithstanding anything herein to
the contrary, only Holders representing a majority of the aggregate principal
amount of the Outstanding Notes may on behalf of the Holders of all the Notes
waive any past Default hereunder with respect thereto and its consequences,
except a Default

          (a)    in the payment of any principal of, any interest on, or
premium, if any, on any Note, or

          (b)    in respect of a covenant or provision hereof that cannot be
modified or amended without the consent of the Holder of each Outstanding Note.

Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of the Indenture with respect to the Notes; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.

     SECTION 6.14. UNDERTAKING FOR COSTS. All parties to the Indenture agree,
and each Holder, by acceptance of a Note, shall be deemed to have agreed that,
in any suit for the enforcement of any right or remedy under the Indenture, or
in any suit against the Indenture Trustee for any action taken, suffered or
omitted by it as Indenture Trustee, any court may in its discretion require the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Indenture Trustee or any Agent, to any suit instituted by
any Holder, or group of Holders, holding in the aggregate Notes representing
more than ten percent (10%) of the aggregate principal amount of the Outstanding
Notes, or to any suit instituted by any Holder for the enforcement of the
payment of any installment of interest on any Note on or after the Stated
Maturity Date thereof expressed in such Note or for the enforcement of the
payment of any principal of such Note at the Stated Maturity Date therefor.

     SECTION 6.15. WAIVER OF STAY OR EXTENSION LAWS. The Trust covenants that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any law wherever enacted, now or at any time
hereafter in force, providing for any appraisement, valuation, stay, extension
or redemption, which may affect the covenants in, or the performance of, the
Indenture; and the Trust hereby expressly waives all benefit or advantage of any
such law, and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Indenture Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                                    ARTICLE 7
                     THE INDENTURE TRUSTEE AND OTHER AGENTS

     SECTION 7.01. DUTIES OF INDENTURE TRUSTEE.

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          (a)    If an Event of Default has occurred and is continuing, the
Indenture Trustee shall exercise such of the rights and powers vested in it by
the Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

          (b)    Except during the continuance of an Event of Default, the
Indenture Trustee undertakes to perform only those duties that are specifically
set forth in the Indenture and no others, and no implied covenants or
obligations of the Indenture Trustee shall be read into the Indenture.

          (c)    No provision of the Indenture shall be construed to relieve the
Indenture Trustee or any Agent from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

                      (i)     this subsection does not limit the effect of
          subsection (b) of this SECTION 7.01;

                      (ii)    the Indenture Trustee may in good faith rely, as
          to the truth of the statements and the correctness of the opinions
          expressed therein, upon certificates or opinions furnished to it and
          conforming to the requirements of the Indenture unless a Responsible
          Officer of the Indenture Trustee has actual knowledge that such
          statements or opinions are false; PROVIDED that the Indenture Trustee
          shall examine such certificates and opinions to determine whether they
          conform to the requirements of the Indenture;

                      (iii)   each of the Indenture Trustee and each Agent shall
          not be liable for any error of judgment made in good faith by a
          Responsible Officer, unless it is proved that the Indenture Trustee or
          Agent, as the case may be, was negligent in ascertaining the pertinent
          facts;

                      (iv)    the Indenture Trustee shall not be liable with
          respect to any action it takes or omits to take in good faith in
          accordance with the direction of Holders representing at least a
          majority of the aggregate principal amount of the Outstanding Notes or
          pursuant to SECTION 6.07 for actions or omissions relating to the
          time, method and place of conducting any proceeding for any remedy
          available to the Indenture Trustee, or exercising any trust or power
          conferred upon the Indenture Trustee, under the Indenture with respect
          to the Notes; and

                      (v)     no provision of the Indenture shall require the
          Indenture Trustee or any Agent to expend or risk its own funds or
          otherwise incur any financial liability in the performance of any of
          its duties hereunder, or in the exercise of any of its rights or
          powers, if it shall have reasonable grounds for believing that
          repayment of such funds or adequate indemnity against such risk or
          liability is not reasonably assured to it.

          (d)    Whether or not therein expressly so provided, every provision
of the Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to the provisions
of this SECTION 7.01.

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          (e)    The Indenture Trustee shall promptly upon its receipt thereof
deliver to each Rating Agency copies of each of the following:

                      (i)     any notice of any Event of Default by any party
          under the Funding Agreement delivered by the Trust to the Indenture
          Trustee pursuant to paragraph (b) of SECTION 3.13;

                      (ii)    any amendment or modification of the Trust
          Agreement delivered by the Trust to the Indenture Trustee pursuant to
          paragraph (a) of SECTION 3.12;

                      (iii)   any notice of any Default or Event of Default,
          together with any relevant Trust Certificate relating thereto,
          delivered by the Trust to the Indenture Trustee pursuant to paragraph
          (b) of SECTION 3.13;

                      (iv)    any supplemental indenture referred to in
          SECTION 8.01 or 8.02;

                      (v)     any other information reasonably requested by any
          Rating Agency;

                      (vi)    any notice of change in the identity of the Trust;

                      (vii)   any notice of change in the identity of the
          Indenture Trustee; and

                      (viii)  any notice of adverse change in the priority
          status of the Funding Agreement as a matter of the laws of the State
          of Connecticut.

     The Indenture Trustee shall have no liability or obligation to any Rating
Agency or to any other Person if it shall fail to give any such notice.

          (f)    The Indenture Trustee shall, on behalf of the Trust, and to the
extent that the relevant information shall be reasonably available to it, submit
such reports or information as may be required from time to time in relation to
the issue of the Notes by applicable law, regulations and guidelines by
governmental regulatory authorities as may be subsequently requested by the
Trust and agreed to in writing between the Trust and the Indenture Trustee.

     SECTION 7.02. NO LIABILITY TO INVEST. None of the Agents shall be under any
liability for interest on, or have any responsibility to invest, any monies
received by it pursuant to any of the provisions of the Indenture or the Notes.

     SECTION 7.03. PERFORMANCE UPON DEFAULT. None of the Agents shall have any
duty or responsibility in case of any default by the Trust in the performance of
its obligations (including, without limiting the generality of the foregoing,
any duty or responsibility to accelerate all or any of the Notes or to initiate
or to attempt to initiate any proceedings at law or otherwise or to make any
demand for the payment thereof upon the Trust).

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     SECTION 7.04. NO ASSUMPTION BY PAYING AGENT, TRANSFER AGENT, CALCULATION
AGENT OR REGISTRAR. In acting hereunder and in connection with the Notes, the
Paying Agent, the Transfer Agent, the Calculation Agent and the Registrar shall
act solely as agents of the Trust and will not thereby assume any obligations
towards, or relationship of agency or trust for, any of the Holders.

     SECTION 7.05. NOTICE OF DEFAULT. Within ninety (90) days after a
Responsible Officer of the Indenture Trustee becomes aware of the occurrence of
any Default or Event of Default which is continuing hereunder, the Indenture
Trustee shall transmit to the Delaware Trustee and all Holders of Notes notice
of each such Default or Event of Default hereunder known to the Indenture
Trustee, unless such Default or Event of Default shall have been cured or
waived; PROVIDED, HOWEVER, that, except in the case of a Default of the kind
described in SECTION 6.01(a), (b), (c), (f) or (g) the Indenture Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Indenture Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders.

     SECTION 7.06. RIGHTS OF INDENTURE TRUSTEE. Subject to the provisions of
SECTION 7.01(c):

          (a)    The Indenture Trustee may rely on any document believed by it
in good faith to be genuine and to have been signed or presented by the proper
Person. The Indenture Trustee need not investigate any fact or matter stated in
the document.

          (b)    Before the Indenture Trustee acts or refrains from acting it
may require a Trust Certificate or an Opinion of Counsel (or may consult with
financial or other advisors or consultants appointed with due care). The
Indenture Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on any Trust Order, Trust Request, Trust Certificate,
Opinion of Counsel or advice from financial or other advisors or consultants
appointed with due care.

          (c)    The Indenture Trustee may act through agents or attorneys and
shall not be responsible for monitoring or supervising the actions of, or for
the misconduct or negligence of, any agent or attorney appointed with due care.

          (d)    The Indenture Trustee shall not be liable for any action it
takes or omits to take in good faith that it believes to be authorized or within
its rights or powers.

          (e)    (i)  The Indenture Trustee may employ or retain such counsel,
accountants, appraisers, agents or other experts or advisers as it may
reasonably require for the purpose of determining and discharging its rights and
duties hereunder and shall not be responsible for misconduct or negligence on
the part of any such person appointed with due care.

                      (ii)    The Indenture Trustee may act and rely and shall
          be protected in acting and relying in good faith on the opinion or
          advice of or information obtained from any counsel, accountant,
          appraiser, agents or other expert or adviser, whether retained or
          employed by the Trust or by the Indenture Trustee, in relation to any
          matter arising in the administration of the trusts hereof.

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          (f)    The Indenture Trustee may consult with counsel of its selection
and the advice of such counsel or any opinion of counsel 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 reliance thereon.

          (g)    The Indenture Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by the Indenture at the request or
direction of any of the Holders pursuant to the Indenture, unless such Holders
shall have offered to the Indenture Trustee security or indemnity satisfactory
to it against the costs, expenses and liabilities which might be incurred by it
in compliance with such request or direction.

          (h)    The Indenture 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 Indenture Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Indenture Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Trust, personally or by agent or attorney, with any reasonable costs
related thereto to be paid by Hartford Life pursuant to the applicable Expense
and Indemnity Agreement, and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation.

          (i)    The Indenture Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Indenture
Trustee has actual knowledge thereof or unless written notice of any event which
is in fact such a default is received by a Responsible Officer of the Indenture
Trustee at the Corporate Trust Office of the Indenture Trustee from the Delaware
Trustee, Hartford Life or the Holders of at least twenty-five percent (25%) in
aggregate principal amount of the Notes and such notice references the Notes and
the Indenture and states that a Default or Event of Default has occurred.

          (j)    Permissive powers granted to the Indenture Trustee hereunder
shall not be construed to be mandatory duties on its part.

          (k)    The rights and protections afforded to the Indenture Trustee
pursuant to this ARTICLE 7 shall also be afforded to the Paying Agent,
Calculation Agent, Registrar or Transfer Agent, or any successor or agent
thereof.

          (l)    The Indenture Trustee shall have no liability for the actions
or omissions of the Paying Agent, Registrar, Calculation Agent or Transfer
Agent, PROVIDED that such action omission is not caused by the Indenture
Trustee's own negligence, bad faith or willful misconduct.

          (m)    The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
delegates, agents, attorneys, custodians, or nominees, and the Indenture Trustee
shall not be responsible for any misconduct or negligence on the part, or the
supervision, of any agent, attorney, custodian, or nominee appointed with due
care hereunder except as otherwise agreed in writing with the Trust.

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          (n)    Any request or direction of the Trust mentioned herein shall be
sufficiently evidenced by a Trust Request or Trust Order or as otherwise
expressly provided herein.

          (o)    Whenever in the administration of the Indenture the Indenture
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Indenture Trustee
(unless other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, rely upon a Trust Certificate.

     SECTION 7.07. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES. The
recitals contained herein and in the Notes, except the certificates of
authentication on the Notes, shall be taken as the statements of the Trust and
neither the Indenture Trustee nor any Agent assumes any responsibility for their
correctness. Neither the Indenture Trustee nor any Agent makes any
representations with respect to any Collateral or as to the validity,
enforceability or sufficiency of the Indenture or of the Notes or of any
Collateral or of any security interest created hereunder. Neither the Indenture
Trustee nor any Agent shall be accountable for the use or application by the
Trust of the Notes or the proceeds thereof or any money paid to the Trust or
upon Trust Order pursuant to the provisions hereof. the Indenture Trustee shall
not be responsible for perfecting or maintaining the perfection of any security
interest granted to it hereunder or to file, re-file, record or re-record any
financing statement, continuation statement or other instrument in any public
office at any time or times.

     SECTION 7.08. INDENTURE TRUSTEE MAY HOLD NOTES. The Indenture Trustee, in
its individual or any other capacity, may become the owner or pledgee of Notes
and, subject to SECTION 7.11 herein and Section 311(a) of the Trust Indenture
Act, may otherwise deal with the Trust with the same rights it would have if it
were not Indenture Trustee.

     SECTION 7.09. MONEY HELD IN TRUST. Money held by the Indenture Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by the Indenture or by law. The Indenture Trustee shall be under no
liability for interest on any money received by it hereunder and shall not
invest such money, unless otherwise agreed to in writing and permitted by law.

     SECTION 7.10. COMPENSATION AND REIMBURSEMENT. The Indenture Trustee and the
Agents will be entitled to payment of fees, reimbursement for and with respect
to, costs and expenses for services rendered hereunder and to indemnification
against any losses, liabilities or expense arising out of or in connection with
the acceptance or the administration of the trust or trusts hereunder to the
extent provided in the applicable Expense and Indemnity Agreement and, with
respect to only the Indenture Trustee, SECTION 6.06. Except as provided in
SECTION 6.06 with respect to the Indenture Trustee, none of the Indenture
Trustee, Paying Agent, Registrar or Transfer Agent shall be entitled to seek any
payment from the Trust with respect to its services hereunder.

     SECTION 7.11. INDENTURE TRUSTEE REQUIRED ELIGIBILITY. The Trust agrees, for
the benefit of the Holders, that there shall at all times be an Indenture
Trustee hereunder which shall be a corporation or national banking association
organized and doing business under the laws of the United States, any state
thereof or the District of Columbia, authorized under such law to

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exercise corporate trust powers, having a combined capital and surplus of at
least $250,000,000 subject to supervision or examination by federal or state
authority and having a credit rating of BBB- or better by Standard & Poor's
Ratings Service, a Division of the McGraw-Hill Companies or a credit rating of
Baa3 or better by Moody's Investors Service, Inc. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
SECTION 7.11, 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 as published. Notwithstanding any provision of the Indenture
to the contrary the Indenture Trustee also must meet the requirements set forth
in Section 310 of the Trust Indenture Act, to the extent applicable. If at any
time the Indenture Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

     In addition, the Indenture Trustee, each successor Indenture Trustee and
each Person appointed to act as co-trustee pursuant to SECTION 7.15 hereof must
be a "United States person" within the meaning of Section 7701(a)(30) of the
Code.

     SECTION 7.12. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (a)    No resignation or removal of the Indenture Trustee and no
appointment of a successor Indenture Trustee pursuant to this Section shall
become effective until the acceptance of appointment by the successor Indenture
Trustee under SECTION 7.13.

          (b)    The Indenture Trustee may resign at any time by giving not less
than sixty (60) days' prior written notice thereof to the Trust, Hartford Life
and the Holders. If an instrument of acceptance by a successor Indenture Trustee
shall not have been delivered to the Indenture Trustee within thirty (30) days
after the giving of such notice of resignation, the resigning Indenture Trustee
may petition any court of competent jurisdiction for the appointment of a
successor Indenture Trustee and any and all amounts then due and owing to the
retiring Indenture Trustee shall be paid in full.

          (c)    The Indenture Trustee may be removed at any time by an Act of
Holders of Notes representing a majority of the aggregate principal amount of
the Outstanding Notes, delivered to the Indenture Trustee and to the Trust.

          (d)    If at any time (i) the Indenture Trustee shall cease to be
eligible under SECTION 7.11 and shall fail to resign after written request by
the Trust or any Holder (who has been a bona fide Holder of a Note for at least
six (6) months), (ii) shall become incapable of acting or shall be adjudged as
bankrupt or insolvent, or a receiver or liquidator of the Indenture Trustee or
of its property shall be appointed, or any public officer shall take charge or
control of the Indenture Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation or (iii) the Indenture Trustee
shall fail to comply with the obligations imposed upon it under Section 310(b)
of the Trust Indenture Act with respect to the Notes after written request
therefor by the Trust or any Holder who has been a bona fide Holder of a Note
for at least twelve (12) months, then, (x) the Trust (except during the
existence of an Event of Default) by a Trust Order may, or (y) subject to
SECTION 6.14, any Holder who has been a bona fide

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Holder for at least twelve (12) months may, on behalf of himself, herself or
itself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Indenture Trustee and the appointment of a
successor Indenture Trustee.

          (e)    If the Indenture Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Indenture
Trustee for any cause, the Trust, by a Trust Order, shall promptly appoint a
successor Indenture Trustee and shall comply with the requirements of SECTION
7.13. If within one year after such resignation, removal or incapability or the
occurrence of such vacancy a successor Indenture Trustee shall be appointed by
Act of Holders of Notes representing a majority of the aggregate principal
amount of the Outstanding Notes delivered to the Trust and the retiring
Indenture Trustee, the successor Trustee so appointed shall, upon its acceptance
of such appointment in accordance with the requirements of SECTION 7.13, become
the successor Indenture Trustee and supersede the successor Indenture Trustee
appointed by the Trust. If no successor Indenture Trustee shall have been so
appointed by the Trust or Holders and shall have accepted appointment in the
manner hereinafter provided, any Holder who has been a Holder for at least six
months may (subject to SECTION 6.14), on behalf of himself, herself or itself
and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Indenture Trustee.

          (f)    The Trust shall give notice of each resignation and each
removal of the Indenture Trustee and each appointment of a successor Indenture
Trustee by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of the Notes, if any, as their names and addresses
appear in the Register. Each notice shall include the name of the successor
Indenture Trustee and the address of its Corporate Trust Office.

          (g)    Any successor Indenture Trustee shall satisfy all applicable
requirements under the Indenture.

     SECTION 7.13. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          (a)    Every successor Indenture Trustee appointed hereunder shall
execute, acknowledge and deliver to the Trust and the retiring Indenture Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Indenture Trustee shall become effective and such
successor Indenture Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Indenture Trustee. Notwithstanding the foregoing, on request of the Trust or the
successor Indenture Trustee, such retiring Indenture Trustee shall, upon payment
of all amounts owed to it, execute and deliver an instrument transferring to
such successor Indenture Trustee all the rights, powers and trusts of the
retiring Indenture Trustee, and shall duly assign, transfer and deliver to such
successor Indenture Trustee all property and money held by such retiring
Indenture Trustee hereunder. Upon request of any such successor Indenture
Trustee, the Trust shall execute and deliver any and all instruments for more
fully and certainly vesting in and confirming to such successor Indenture
Trustee all such rights, powers and trusts.

          (b)    Upon request of any such successor Indenture Trustee, the Trust
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such

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successor Indenture Trustee all such rights, powers and trusts referred to in
this Section, as the case may be.

          (c)    No successor Indenture Trustee shall accept its appointment
unless at the time of such acceptance such successor Indenture Trustee shall be
qualified and eligible under this Article.

     SECTION 7.14. Merger, Conversion, Consolidation or Succession to Business
of INDENTURE TRUSTEE. Any corporation or national banking association into which
the Indenture Trustee may be merged or converted or with which it may be
consolidated, or any corporation or national banking association resulting from
any merger, conversion or consolidation to which the Indenture Trustee shall be
a party, or any corporation or national banking association succeeding to all or
substantially all of the corporate trust business of the Indenture Trustee,
shall be the successor of the Indenture Trustee hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto; PROVIDED, HOWEVER, that such corporation or national banking association
shall be otherwise qualified and eligible under this Article. In case any Notes
have been authenticated, but not delivered, by the Indenture Trustee then in
office, any successor by merger, conversion or consolidation to such
authenticating Indenture Trustee may adopt such authentication and deliver the
Notes so authenticated with the same effect as if such successor Indenture
Trustee had authenticated such Notes.

     SECTION 7.15. CO-TRUSTEES.

          (a)    At any time or times, for the purpose of meeting the legal or
regulatory requirements of any jurisdiction in which any portion of any
Collateral may at the time be located, the Trust and the Indenture Trustee shall
have power to appoint, and, upon the written request of the Holders of Notes
representing a majority of the aggregate principal amount of the Outstanding
Notes, the Trust shall for such purpose join with the Indenture Trustee in the
execution, delivery and performance of all instruments and agreements necessary
or proper to appoint one or more Persons approved by the Indenture Trustee to
act as co-trustee, jointly with the Indenture Trustee, of all or any part of the
Collateral, with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons in the capacity aforesaid,
any property, title, right or power deemed necessary or desirable, subject to
the other provisions of this Section. If the Trust does not join in such
appointment within fifteen (15) days after the receipt by it of a request so to
do, or in case an Event of Default has occurred and is continuing, the Indenture
Trustee alone shall have power to make such appointment.

          (b)    Should any written instrument from the Trust be required by any
co-trustee so appointed for more fully confirming to such co-trustee such
property, title, right or power, any and all such instruments shall, on request,
be executed, acknowledged and delivered by the Trust.

          (c)    Every co-trustee shall, to the extent permitted by law, but to
such extent only, be appointed subject to the following terms:

                      (i)     the Notes shall be authenticated and delivered and
          all rights, powers, duties and obligations hereunder in respect of the
          custody of

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          securities, cash and other personal property held by, or required to
          be deposited or pledged with, the Indenture Trustee hereunder, shall
          be exercised solely by the Indenture Trustee;

                      (ii)    the rights, powers, duties and obligations hereby
          conferred or imposed upon the Indenture Trustee shall be conferred or
          imposed upon and exercised or performed by the Indenture Trustee or by
          the Indenture Trustee and such co-trustee jointly, as shall be
          provided in the instrument appointing such co-trustee, except to the
          extent that, under any law of any jurisdiction in which any particular
          act is to be performed, the Indenture Trustee shall be incompetent or
          unqualified to perform such act, in which event such rights, powers,
          duties and obligations shall be exercised and performed by such
          co-trustee;

                      (iii)   the Indenture Trustee at any time, by an
          instrument in writing executed by it, with the concurrence of the
          Trust evidenced by a Trust Request, may accept the resignation of or
          remove any co-trustee appointed under this Section, and, in case an
          Event of Default has occurred and is continuing, the Indenture Trustee
          shall have power to accept the resignation of, or remove, any such
          co-trustee without the concurrence of the Trust. Upon the written
          request of the Indenture Trustee, the Trust shall join with the
          Indenture Trustee in the execution, delivery and performance of all
          instruments and agreements necessary or proper to effectuate such
          resignation or removal. A successor to any co-trustee so resigned or
          removed may be appointed in the manner provided in this Section;

                      (iv)    no co-trustee hereunder shall be personally liable
          by reason of any act or omission of the Indenture Trustee or any other
          such trustee hereunder and the Indenture Trustee shall not be
          personally liable by reason of any act or omission of any co-trustee
          hereunder; and

                      (v)     any Act of Holders delivered to the Indenture
          Trustee shall be deemed to have been delivered to each such
          co-trustee.

     SECTION 7.16. APPOINTMENT AND DUTIES OF THE CALCULATION AGENT.

          (a)    Unless the Paying Agent advises the Trust that it is unable to
act as Calculation Agent, the Trust appoints the Paying Agent at its specified
office as Calculation Agent in relation to the Notes in respect of which it is
named as such in the Pricing Supplement for the purposes specified in the
Indenture and all matters incidental thereto.

          (b)    The Paying Agent accepts its appointment as Calculation Agent
in relation to the Notes in respect of which it is named as such in the Pricing
Supplement and shall perform all matters expressly to be performed by it in, and
otherwise comply with, the terms and conditions of the Notes and the provisions
of the Indenture and, in connection therewith, shall take all such action as may
be incidental thereto. The Paying Agent acknowledges and agrees that it shall be
named in the Pricing Supplement as Calculation Agent in respect of the Notes
unless the purchasing agents or selling agents (or one of the purchasing agents
or selling agents) through whom the Notes are issued has agreed with the Trust
to act as Calculation Agent (in

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which case the purchasing agents or selling agents shall be named as Calculation
Agent in the related Pricing Supplement). If the Calculation Agent is incapable
or unwilling to perform its duties hereunder, the Indenture Trustee (or the
Administrator if the Indenture Trustee is the Calculation Agent) will appoint
the Paying Agent or another leading commercial bank to serve as Calculation
Agent. Any resignation by or termination of a Calculation Agent shall not be
effective until a successor Calculation Agent has been appointed.

          (c)    The Calculation Agent shall in respect of the Notes:

                      (i)     obtain such quotes and rates and/or make such
          determinations, calculations and adjustments as may be required under
          the Notes and provide notice of any applicable interest rate
          calculations or determinations or periods with respect to the Notes to
          the Holders of the Notes upon their request and to the Indenture
          Trustee, Paying Agent, the Trust and Hartford Life, and if the Notes
          are listed on a stock exchange, and the rules of such exchange so
          require, such exchange as soon as possible after the Calculation
          Agent's determination or calculation of such interest rates or
          interest rate periods, but in no event later than the fourth (4th)
          Banking Day thereafter or, earlier in the case of notification to a
          stock exchange, if the rules of such exchange so require; and

                      (ii)    maintain a record of all quotations obtained by it
          and of all amounts, rates and other items determined or calculated by
          it and make such record available for inspection at all reasonable
          times by the Trust, the Indenture Trustee, Hartford Life and the
          Paying Agent.

          (d)    The Calculation Agent shall have no liability to the Holders of
Notes in respect of any determination, calculation, quote or rate made or
provided by the Calculation Agent in good faith.

     SECTION 7.17. CHANGES IN AGENTS.

          (a)    Any Agent may resign its appointment hereunder upon the
expiration of not less than thirty (30) days' notice to that effect to the Trust
(with a copy to the Indenture Trustee); PROVIDED, HOWEVER, that any such notice
which would otherwise expire within thirty (30) days before or after the
Maturity Date or any interest or other payment date of the Notes shall be deemed
to expire on the thirtieth (30th) day following the Maturity Date or, as the
case may be, such interest or other payment date.

          (b)    The Trust may revoke its appointment of any Agent hereunder not
less than thirty (30) days' notice to the applicable Agent and the Indenture
Trustee to that effect.

          (c)    The appointment of any Agent hereunder shall terminate
forthwith if any of the following events or circumstances shall occur or arise,
namely, such Agent becomes incapable of acting; is adjudged bankrupt or
insolvent; files a voluntary petition in bankruptcy or makes an assignment for
the benefit of its creditors or consents to the appointment of a receiver,
administrator or other similar official of all or any substantial part of its
property or admits in writing its inability to pay or meet its debts as they
mature or suspends payment thereof; a resolution is passed or an order is made
for the winding-up or dissolution of such Agent; a

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receiver, administrator or other similar official of such Agent or of all or any
substantial part of its property is appointed; an order of any court is entered
approving any petition filed by or against such Agent under the provisions of
any applicable bankruptcy or insolvency law; or any public officer takes charge
or control of such Agent or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation.

          (d)    The Trust may (and shall where necessary to comply with the
terms and conditions of the Notes) appoint substitute or additional agents in
relation to the Notes and shall forthwith notify the other parties hereto
thereof, whereupon the parties hereto and such substitute or additional agents
shall thereafter have the same rights and obligations among them as would have
been the case had they then entered into an agreement in the form mutatis
mutandis of the Indenture.

          (e)    If any Agent gives notice of its resignation in accordance with
this SECTION 7.17, the provisions of paragraph (d) of SECTION 7.17 apply and by
the tenth (10th) day before the expiration of such notice a successor to such
Agent in relation to such Notes has not been appointed by the Trust, such Agent
may itself, following such consultation with the Trust as may be practicable in
the circumstances, appoint as its successor any reputable and experienced bank
or financial institution (which will ensure compliance with the terms and
conditions of the Notes) and give notice of such appointment in accordance with
the terms and conditions of the Notes, whereupon the parties hereto and such
successor agent shall thereafter have the same rights and obligations among them
as would have been the case had they then entered into an agreement in the form
mutatis mutandis of the Indenture.

          (f)    Upon any resignation or revocation becoming effective under
this Section, the relevant Agent shall:

                      (i)     be released and discharged from its obligations
          under the Indenture;

                      (ii)    in the case of the Paying Agent, deliver to the
          Trust and to the successor Paying Agent a copy, certified as true and
          up-to-date by an officer of the Paying Agent, of the records
          maintained by it in accordance with Section 3.04;

                      (iii)   in the case of the Registrar, deliver to the Trust
          and to the successor Registrar a copy, certified as true and
          up-to-date by an officer of such Registrar, of each of the Registers
          and other records maintained by it in accordance with SECTION 2.06;

                      (iv)    in the case of a Calculation Agent, deliver to the
          Trust and to the successor Calculation Agent a copy, certified as true
          and up-to-date by an officer of such Calculation Agent of the records
          maintained by it in accordance with SECTION 7.16; and

                      (v)     upon payment to it by Hartford Life of all amounts
          owed to it, forthwith transfer all monies and papers (including any
          unissued Global Notes or Definitive Notes) held by it hereunder to its
          successor in that capacity and,

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          upon appropriate notice, provide reasonable assistance to such
          successor for the discharge by it of its duties and responsibilities
          hereunder.

          (g)    Any corporation into which any Agent may be merged or
converted, any corporation with which any Agent may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which any
Agent shall be a party or any corporation succeeding to all or substantially all
the corporate agency business of such Agent, shall, to the extent permitted by
applicable law, be the successor to such Agent hereunder and in relation to the
Notes without any further formality, whereupon the parties hereto and such
successor agent shall thereafter have the same rights and obligations among them
as would have been the case had they then entered into an agreement in the form
mutatis mutandis of the Indenture. Notice of any such merger, conversion,
consolidation or asset transfer shall forthwith be given by such successor to
the Trust and the other parties hereto.

          (h)    If any Agent decides to change its specified office (which may
only be effected within the same city) it shall give notice to the Trust (with a
copy to the Indenture Trustee) of the address of the new specified office
stating the date on which such change is to take effect, which date shall be not
less than thirty (30) days after the date of such notice. The relevant Agent
shall at its own expense not less than fourteen (14) days prior to the date on
which such change is to take effect (unless the appointment of the relevant
Agent is to terminate pursuant to any of the foregoing provisions of this
Section on or prior to the date of such change) publish or cause to be published
notice thereof.

Upon the execution hereof and thereafter forthwith upon any change of the same,
the Trust shall deliver to the Indenture Trustee (with a copy to the Paying
Agent) a list of the Authorized Signatories of the Trust together with certified
specimen signatures of the same.

     SECTION 7.18. LIMITATION OF DELAWARE TRUSTEE LIABILITY. It is expressly
understood and agreed by the parties that (a) the Indenture is executed and
delivered by Wilmington Trust Company, not individually or personally, but
solely as trustee of the Trust, in the exercise of the powers and authority
conferred and vested in it, pursuant to the Trust Agreement, (b) each of the
representations, undertakings and agreements herein made on the part of the
Trust is made and intended not as personal representations, undertakings and
agreements by Wilmington Trust Company, but is made and intended for the purpose
of binding only the Trust, (c) nothing contained herein shall be construed as
creating any liability on Wilmington Trust Company, individually or personally,
to perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties hereto and by any
person claiming by, through or under the parties hereto, and (d) under no
circumstances shall Wilmington Trust Company, be personally liable for the
payment of any indebtedness or expenses of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken by the Trust under the Indenture or any other related documents.

                                    ARTICLE 8
                             SUPPLEMENTAL INDENTURES

     SECTION 8.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without
notice to, or the consent of, any Holder, the Trust and the Indenture Trustee,
at any time and from time

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to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Indenture Trustee, for the purpose of:

          (a)    conveying, transferring, assigning, mortgaging or pledging to
the Indenture Trustee, as security for the Notes, any property or assets in
addition to the Collateral;

          (b)    curing any ambiguity or correcting or supplementing any
provision contained herein, in the Notes or in any supplemental indenture which
may be defective or inconsistent with any other provision contained in the
Indenture, the Notes, the Funding Agreement or any other Issuance Documents, or
making such other provisions in regard to matters or questions arising under the
Indenture which shall not materially adversely affect the interests of any
Holder of the Notes;

          (c)    adding to the covenants of the Trust or the Indenture Trustee
for the benefit of the Holders of the Notes (and if such covenants are to be for
the benefit of less than all Notes state that such covenants are for the sole
benefit of such Holders of Notes) or to surrender any right or power conferred
in the Indenture on the Trust;

          (d)    adding any additional Events of Default;

          (e)    evidencing and providing for the acceptance of appointment
under the Indenture of a successor Indenture Trustee;

          (f)    to provide for the issuance of and establish the form and terms
and conditions of Notes as provided in SECTION 2.02; or

          (g)    to establish the form of any certifications required to be
furnished pursuant to the terms of the Indenture or of the Notes.

     Notwithstanding any other provision, the Trust will not enter into any
supplemental indenture with the Indenture Trustee or permit the Indenture to be
amended or modified if such supplemental indenture, amendment or modification
would cause any Trust not to be disregarded or treated as a grantor trust
(assuming it were not disregarded) for United States federal income tax
purposes.

     The Indenture Trustee shall be entitled to receive and rely on an Opinion
of Counsel as to whether any such supplemental indenture complies with the
requirements of SECTION 8.01(a) or (b), if applicable, and any such opinion
shall be conclusive on the Holders.

     SECTION 8.02. SUPPLEMENTAL INDENTURE WITH CONSENT OF HOLDERS.

          (a)    With the consent of the Holders of Notes representing at least
a majority in aggregate principal amount of all Outstanding Notes affected by
such supplemental indenture, by Act of said Holders delivered to the Trust and
the Indenture Trustee, the Trust and the Indenture Trustee may enter one or more
indentures supplemental hereto in form satisfactory to the Indenture Trustee for
the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, the Indenture or of modifying in any
manner the rights of the Holders of the Notes under the Indenture; PROVIDED,
HOWEVER, that no such supplemental indenture shall, without the consent of the
Holder of each Note affected thereby:

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                      (i)     change the Stated Maturity Date of the principal
          of, or the time of payment of interest on, any Note; (ii) reduce the
          principal amount of, the interest on or any premium payable on, any
          Note;

                      (iii)   change any Place of Payment where, or the coin or
          currency in which the principal of, premium, if any, or interest on,
          any Note is payable;

                      (iv)    impair or affect the right of any Holder to
          institute suit for the enforcement of any payment on or with respect
          to the Notes;

                      (v)     reduce the percentage of the aggregate principal
          amount of the Outstanding Notes, the consent of the Holders of which
          is required for any supplemental indenture, or the consent of the
          Holders of which is required for any waiver of defaults hereunder and
          their consequences provided for in the Indenture;

                      (vi)    modify any of the provisions of this Section or
          similar provisions, except to increase any percentage specified herein
          or to provide that certain other provisions of the Indenture cannot be
          modified or waived without the consent of the Holder of each
          Outstanding Note;

                      (vii)   modify or alter the definition of the term
          "Outstanding" herein;

                      (viii)  modify or affect in any manner adverse to the
          interest of any Holder the terms and conditions of the obligations of
          the Trust regarding the due and punctual payment of the principal of
          or interest on, or any other amounts due with respect to, the Notes;
          or

                      (ix)    permit the creation of any Lien ranking prior to
          or on a parity with the Lien of the Indenture with respect to any part
          of any Collateral or terminate the Lien of the Indenture on any
          property held for the benefit and security of Holders at any time
          subject hereto or deprive any Holder of the security afforded by the
          Lien of the Indenture.

          (b)    The Indenture Trustee may in its discretion determine whether
or not any Notes would be affected by any supplemental indenture (and may
receive and conclusively rely upon an Opinion of Counsel in doing so) and any
such determination shall be conclusive upon all the Holders, whether theretofore
or thereafter authenticated and delivered hereunder. The Indenture Trustee shall
not be liable for any such determination made in good faith. It shall not be
necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such
Act shall approve the substance thereof. Promptly after the execution by the
Trust and the Indenture Trustee of any supplemental indenture pursuant to this
Section, the Indenture Trustee shall mail to the Holders of the Notes affected
thereby a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Trust to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

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          (c)    Notwithstanding any other provision, the Trust will not enter
into any supplemental indenture with the Indenture Trustee or permit the
Indenture to be amended or modified if such supplemental indenture, amendment or
modification would cause the Trust not to be disregarded or treated as a grantor
trust (assuming it were not disregarded) for United States federal income tax
purposes.

     SECTION 8.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by the
Indenture, the Indenture Trustee shall be entitled to receive, and (subject to
SECTION 7.01) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by the Indenture. The Indenture Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's own rights, duties, indemnities or immunities under the
Indenture or otherwise.

     SECTION 8.04. EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of any
supplemental indenture under this Article, the Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of the
Indenture for all purposes; and every Holder of a Note which has theretofore
been or thereafter authenticated and delivered hereunder shall be bound thereby.
Further, the Trust shall be bound by any such supplemental indenture.

     SECTION 8.05. REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Trust shall so determine,
new Notes so modified as to conform, in the opinion of the Indenture Trustee and
the Trust, to any such supplemental indenture may be prepared and executed by
the Trust and authenticated by the Indenture Trustee and delivered by the
Indenture Trustee in exchange for Outstanding Notes.

     SECTION 8.06. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

     SECTION 8.07. AMENDMENT OF THE FUNDING AGREEMENT.

          (a)    Without notice to, or the consent of, any Holder, the Indenture
Trustee, at any time and from time to time, may enter into or consent to one or
more amendments to the Funding Agreement, in form satisfactory to the Indenture
Trustee, for the purpose of:


                                       72

<Page>

                      (i)     curing any ambiguity or correcting or
     supplementing any provision contained in the Funding Agreement which may be
     defective or inconsistent with any other provision contained in the Funding
     Agreement, the Indenture, the Notes or any other Issuance Documents, or
     making such other provisions in regard to matters or questions arising
     under the Funding Agreement or the Indenture which shall not adversely
     affect the interests of any Holder of the Notes in any material respect; or

                      (ii)    adding any additional Event of Default (as defined
     in the Funding Agreement) of Hartford Life.

          (b)    With the consent of the Holders of Notes representing at least
a majority in aggregate principal amount of all Outstanding Notes affected by
such amendment, by Act of said Holders delivered to the Trust and the Indenture
Trustee, the Trust and the Indenture Trustee may enter one or more amendments to
the Funding Agreement; PROVIDED, HOWEVER, that no such amendment shall, without
the consent of the Holder of each Note affected thereby:

                      (i)     change the Maturity Date (as defined in the
          Funding Agreement) of the principal of, or the time of payment of
          interest on, the Funding Agreement;

                      (ii)    reduce the principal amount of, the interest on or
          any premium payable on, the Funding Agreement;

                      (iii)   change any place of payment where, or the coin or
          currency in which the principal of, premium, if any, or interest on,
          the Funding Agreement is payable;

                      (iv)    impair or affect the right of the Indenture
          Trustee or the Trust to institute suit for the enforcement of any
          payment on or with respect to the Funding Agreement; or

                      (v)     modify or affect in any manner adverse to the
          interest of the Trust or the Indenture Trustee the terms and
          conditions of the obligations of Hartford Life regarding the due and
          punctual payment of the principal of or interest on, or any other
          amounts due with respect to, the Funding Agreement.

          (c)    The Indenture Trustee may in its discretion determine whether
or not any Notes would be affected by any amendment of the Funding Agreement
(and may receive and conclusively rely upon an Opinion of Counsel in doing so)
and any such determination shall be conclusive upon all the Holders, whether
theretofore or thereafter authenticated and delivered hereunder. The Indenture
Trustee shall not be liable for any such determination made in good faith. It
shall not be necessary for any Act of Holders under this Section to approve the
particular form of any proposed amendment, but it shall be sufficient if such
Act shall approve the substance thereof. Promptly after the execution by the
Trust and the Indenture Trustee of any amendment pursuant to this Section, the
Indenture Trustee shall mail to the Holders of the Notes affected thereby a
notice setting forth in general terms the substance of such amendment. Any

                                       73
<Page>

failure of the Trust to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amendment.

          (d)    Notwithstanding any other provision, the Trust and Indenture
Trustee will not enter into any amendment to the Funding Agreement with Hartford
Life or permit the Funding Agreement to be amended or modified if such amendment
or modification would cause the Trust not to be disregarded or treated as a
grantor trust (assuming it were not disregarded) for United States federal
income tax purposes.

          (e)    The Indenture Trustee shall be entitled to receive and rely on
an Opinion of Counsel as to whether any such amendment to the Funding Agreement
complies with the requirements of SECTION 8.07 (a) OR (b), if applicable, and
any such opinion shall be conclusive on the Holders of the Notes.

                                    ARTICLE 9
                             NON-RECOURSE PROVISIONS

     SECTION 9.01. NONRECOURSE ENFORCEMENT. Notwithstanding anything to the
contrary contained in the Indenture or any Notes, other than as described
herein, none of Hartford Life (except pursuant to the Funding Agreement), its
officers, directors, Affiliates, employees or agents, or any of the Delaware
Trustee, the Trust Beneficial Owner, the Agents or any of their respective
officers, directors, Affiliates, employees or agents (the "NONRECOURSE PARTIES")
will be personally liable for the payment of any principal, premium, if any,
interest or any other sums at any time owing under the terms of the Notes. If
any Event of Default shall occur with respect to the Notes, the right of the
Holders of the Notes and the Indenture Trustee on behalf of such Holders in
connection with a claim on such Notes shall be limited solely to a proceeding
against the Collateral. Neither such Holders nor the Indenture Trustee on behalf
of such Holders will have the right to proceed against the Nonrecourse Parties
or the collateral held in any other trust organized under the Program or
otherwise, to enforce the Notes (except that to the extent they exercise their
rights, if any, to seize the Funding Agreement, they may enforce the Funding
Agreement against Hartford Life, its successors or assigns) or for any
deficiency judgment remaining after foreclosure of any property included in the
Collateral.

     It is expressly understood and agreed that nothing contained in this
SECTION 9.01 shall in any manner or way constitute or be deemed a release of the
debt or other obligations evidenced by the Notes or otherwise affect or impair
the enforceability against the Trust of the liens, assignments, rights and
security interests created by the Indenture, the Collateral or any other
instrument or agreement evidencing, securing or relating to the indebtedness or
the obligations evidenced by the Notes. Nothing in this SECTION 9.01 shall
preclude the Holders from foreclosing upon any property included in the
Collateral.

     Holders may not seek to enforce rights against the Trust (a) by commencing
any recovery or enforcement proceedings against the Trust, (b) by applying to
wind up the Trust, (c) otherwise than through the Indenture Trustee in its
exercise of powers to petition a court to appoint a receiver or administrator to
the Trust or for the Collateral, (d) by making any statutory demand upon the
Trust under applicable corporation law, or (e) in any other manner except as may
be provided in the Indenture or in the Notes.

                                       74
<Page>

                                   ARTICLE 10
                          MEETINGS OF HOLDERS OF NOTES

     SECTION 10.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Notes may be called at any time and from time to time pursuant to
this Article to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided by the Indenture to
be made, given or taken by the Holders of Notes.

     SECTION 10.02. CALL, NOTICE AND PLACE OF MEETINGS. (a) Unless otherwise
provided in the Notes, the Indenture Trustee may at any time call a meeting of
Holders of the Notes for any purpose specified in SECTION 10.01, to be held at
such time and at such place in The City of New York or such other place as the
Indenture Trustee shall determine. Notice of every meeting of Holders, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner provided in
SECTION 1.06, not less than twenty-one (21) nor more than 180 days prior to the
date fixed for the meeting.

          (b)    In case at any time the Trust or the Holders of at least ten
percent (10%) in principal amount of the Outstanding Notes shall have requested
the Indenture Trustee to call a meeting of Holders for any purpose specified in
SECTION 10.01, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Indenture Trustee shall not have
mailed the notice of such meeting within twenty-one (21) days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Trust or the Holders of Notes in the amount above
specified, as the case may be, may determine the time and the place in The City
of New York and may call such meeting for such purposes by giving notice thereof
as provided in paragraph (a) of this Section.

     SECTION 10.03. PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to vote
at any meeting of Holders, a Person shall be (a) a Holder of one or more
Outstanding Notes; or (b) a Person appointed by an instrument in writing as
proxy for a Holder or Holders of one or more Outstanding Notes by such Holder or
Holders. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders shall be the Persons entitled to vote at such meeting and
their counsel, any representatives of the Indenture Trustee and its counsel and
any representatives of the Trust and its counsel.

     SECTION 10.04. QUORUM; ACTION. The Persons entitled to vote a majority in
principal amount of the Outstanding Notes shall constitute a quorum for a
meeting of Holders; PROVIDED, HOWEVER, that if any action is to be taken at such
meeting with respect to a consent or waiver which the Indenture expressly
provides may be given by the Holders of not less than a majority in principal
amount of the Outstanding Notes, the Persons entitled to vote a majority in
principal amount of the Outstanding Notes shall constitute a quorum. In the
absence of a quorum within thirty (30) minutes after the time appointed for any
such meeting, the meeting shall, if convened at the request of Holders, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than ten (10) days as determined by the chairman of the meeting prior to
the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than ten (10) days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting. Notice of the reconvening of
any adjourned meeting shall be given as provided in SECTION

                                       75
<Page>

10.02(a), except that such notice need only be given once not less than five (5)
days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding Notes
which shall constitute a quorum.

     Except as limited by SECTION 8.02(a) and SECTION 6.02, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding Notes; PROVIDED, HOWEVER,
that, except as limited by SECTION 8.02(a) and SECTION 6.02, any resolution with
respect to any consent or waiver which the Indenture expressly provides may be
given by the Holders of not less than a majority in principal amount of the
Outstanding Notes may be adopted at a meeting or an adjourned meeting duly
convened and at which a quorum is present as aforesaid only by the affirmative
vote of the Holders of not less than a majority in principal amount of the
Outstanding Notes; and PROVIDED, FURTHER, that, except as limited by
SECTION 8.02(a) and SECTION 6.02, any resolution with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action which
the Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the
Outstanding Notes may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the affirmative vote
of the Holders of such specified percentage in principal amount of the
Outstanding Notes.

     Notwithstanding the preceding two paragraphs, any request, demand,
authorization, direction, notice, consent, waiver or other action of Holders
under the Indenture or the Notes may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Indenture Trustee and, when it is expressly required, to
the Trust. The percentage of principal amount of the Outstanding Notes held by
the Holders delivering such instruments which is required to approve any such
action shall be the same as the percentage required for approval at a duly
convened meeting of Holders.

     Any resolution passed or decision taken at any meeting of Holders duly held
or by duly executed instrument in accordance with this Section shall be binding
on all Holders of the Notes, whether or not such Holders were present or
represented at the meeting.

     SECTION 10.05. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.

          (a)    Notwithstanding any other provisions of the Indenture, the
Indenture Trustee may make such reasonable regulations as it may deem advisable
for any meeting of Holders in regard to proof of the holding of Notes and of the
appointment of proxies and in regard to the appointment and duties of inspectors
of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of
the meeting as it shall deem appropriate. Except as otherwise permitted or
required by any such regulations, the holding of Notes shall be proved in the
manner specified in

                                       76
<Page>

SECTION 1.04 and the appointment of any proxy shall be proved in the manner
specified in SECTION 1.04. Such regulations may provide that written instruments
appointing proxies, regular on their face, may be presumed valid and genuine
without the proof specified in Section 1.04 or other proof.

          (b)    The Indenture Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting shall have been
called by the Trust or by Holders as provided in SECTION 10.02(b), in which case
the Trust or the Holders calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled to
vote a majority in principal amount of the Outstanding Notes represented at the
meeting.

          (c)    At any meeting, each Holder or proxy shall be entitled to one
vote for each $1,000 of principal amount of Notes held or represented by him,
her or it; PROVIDED, HOWEVER, that no vote shall be cast or counted at any
meeting in respect of any Note challenged as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote, except as a Holder or proxy.

          (d)    Notwithstanding any other provision herein to the contrary, any
meeting of Holders duly called pursuant to SECTION 10.02 at which a quorum is
present may be adjourned from time to time by Persons entitled to vote a
majority in principal amount of the Outstanding Notes represented at the
meeting; and the meeting may be held as so adjourned without further notice.

     SECTION 10.06. COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The vote
upon any resolution submitted to any meeting of Holders shall be by written
ballots on which shall be subscribed the signatures of the Holders or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Notes held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting. A record, at least in triplicate, of the proceedings
of each meeting of Holders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was given as provided in SECTION 10.02 and, if
applicable, SECTION 10.04. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Trust, and another to the Indenture Trustee to be
preserved by the Indenture Trustee, the latter to have attached thereto the
ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

                                   ARTICLE 11
                           NOTES IN FOREIGN CURRENCIES

     SECTION 11.01. NOTES IN FOREIGN CURRENCIES. In the absence of any provision
to the contrary in the form of Notes, whenever the Indenture provides for (a)
any action by, or the

                                       77
<Page>

determination of any of the rights of, the Holders of Notes if not all of the
Notes are denominated in the same currency, or (b) any distribution to the
Holders of Notes of any amount in respect of any Note denominated in a currency
other than Dollars, then all foreign denominated Notes shall be treated for any
such action, determination of rights or distribution as that amount of Dollars
that could be obtained for such amount on such reasonable basis of exchange and
as of the Regular Record Date with respect to such Notes for such action,
determination of rights or distribution (or, if there shall be no applicable
Regular Record Date, such other date reasonably proximate to the date of such
action, determination of rights or distribution) as the Trust may specify in a
written notice to the Indenture Trustee or, in the absence of such written
notice, as the Indenture Trustee may determine.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       78
<Page>

                                   EXHIBIT A-1

                            FORM OF RETAIL GLOBAL NOTE

<Page>

                                   EXHIBIT A-1
                           FORM OF RETAIL GLOBAL NOTE

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

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

REGISTERED NO.:               CUSIP NO.:         PRINCIPAL AMOUNT: U.S. $

                   HARTFORD LIFE GLOBAL FUNDING [_____]-[___]

                                   INCOMENOTES

<Table>
<S>                                                            <C>
Issuance Date:                                                 Floating Rate Note: / / Yes / / No.  If yes,
Issue Price:                                                            Regular Floating Rate Notes / /
Stated Maturity Date:                                                   Floating Rate/ Fixed Rate Notes: / /
Settlement Date:                                                                 Fixed Interest Rate:
Securities Exchange Listing: / / Yes  / / No. If yes,                            Fixed Rate Commencement Date:
        indicate name(s) of Securities Exchange(s):                     Interest Rate Basis(es):
        __________________________________.                             CD Rate / /
Depositary:                                                             CMT Rate / /
Authorized Denominations:                                                        Designated CMT Telerate Page:
Collateral held in the Trust:  Hartford Life Insurance                                   If Telerate Page 7052:
   Company Funding Agreement No. -, all proceeds of the                                  / / Weekly Average
   Funding Agreement and all rights and books and records                                / / Monthly Average
   pertaining to the foregoing.
Interest Rate or Formula:
</Table>

<Page>

<Table>
<S>                                                            <C>
Fixed Rate Note: / / Yes / / No. If yes,                                         Designated CMT Maturity Index:
        Interest Rate:                                                  Commercial Paper Rate / /
        Interest Payment Dates:                                         Federal Funds Rate / /
        Day Count Convention:                                           LIBOR / /
        Additional/Other Terms:                                                  / / LIBOR Reuters Page:
Discount Note: / / Yes / / No. If yes,                                           / / LIBOR Moneyline Telerate Page:
        Total Amount of Discount:                                                LIBOR Currency:
        Initial Accrual Period of Discount:                             Prime Rate / /
        Interest Payment Dates:                                         Treasury Rate / /
        Additional/Other Terms:                                         Index Maturity:
Redemption Provisions: / / Yes / / No. If yes,                          Spread and/or Spread Multiplier:
        Initial Redemption Date:                                        Initial Interest Rate, if any:
        Initial Redemption Percentage:                                  Initial Interest Reset Date:
        Annual Redemption Percentage Reduction,                         Interest Reset Dates:
                if any:                                                 Interest Determination Date(s):
        Additional/Other Terms:                                         Interest Payment Dates:
                                                                        Maximum Interest Rate, if any:
                                                                        Minimum Interest Rate, if any:
                                                                        Additional/Other Terms:
                                                               Regular Record Date(s):
                                                               Sinking Fund:
                                                               Day Count Convention:
                                                               Calculation Agent:
                                                               Survivor's Option: / / Yes / / No.
                                                               If yes, the attached Survivor's Option Rider is
                                                               incorporated into this Note.
                                                               Additional/Other Terms:
</Table>

     The Hartford Life Global Funding Trust designated above (the "Trust"), for
value received, hereby promises to pay to Cede & Co., or its registered assigns,
the Principal Amount specified above on the Stated Maturity Date specified above
and, if so specified above, to pay interest thereon from the Issuance Date
specified above or from the most recent Interest Payment Date specified above to
which interest has been paid or duly provided for at the rate per annum
determined in accordance with the provisions on the reverse hereof and as
specified above, until the principal hereof is paid or made available for
payment. Payments of principal, premium, if any, and interest hereon will be
made in the lawful currency of the United States of America ("U.S. Dollars" or
"United States dollars"). The "Principal Amount" of this Note at any time means
(1) if this Note is a Discount Note (as hereinafter defined), the Amortized Face
Amount (as hereinafter defined) at such time (as defined in SECTION 3(c) on the
reverse hereof) and (2) in all other cases, the Principal Amount hereof.
Capitalized terms not otherwise defined herein shall have their meanings set
forth in the Indenture, dated as of the date of the Pricing Supplement (as
defined in the Indenture) (the "Indenture"), between JPMorgan Chase Bank, as the
indenture trustee (the "Indenture Trustee"), and the Trust, or on the face
hereof.

                                      A-1-2
<Page>

     This Note will mature on the Stated Maturity Date, unless its principal (or
any installment of its principal) becomes due and payable prior to the Stated
Maturity Date, whether, as applicable, by the declaration of acceleration of
maturity, notice of redemption by the Trust or otherwise (the Stated Maturity
Date or any date prior to the Stated Maturity Date on which this Note becomes
due and payable, as the case may be, is referred to as the "Maturity Date").

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

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

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

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

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

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

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

                                      A-1-3
<Page>

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


                                    THE HARTFORD LIFE GLOBAL FUNDING TRUST
                                    SPECIFIED ON THE FACE OF THIS NOTE

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


                                    By:
                                        ----------------------------------
                                        Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

     This is one of the Notes of the Hartford Life Global Funding Trust
specified on the face of this Note and referred to in the within-mentioned
Indenture.

                                    JPMORGAN CHASE BANK
                                    As Indenture Trustee

Dated:  Issuance Date

                                    By:
                                        ----------------------------------
                                        Authorized Signatory

                                      A-1-4
<Page>

                                [REVERSE OF NOTE]

SECTION 1. GENERAL. This Note is one of a duly authorized issue of Notes of the
Trust. The Notes are issued pursuant to the Indenture.

SECTION 2. CURRENCY. This Note is denominated in, and payments of principal,
premium, if any, and/or interest, if any, will be made in U.S. Dollars.

SECTION 3. DETERMINATION OF INTEREST RATE AND CERTAIN OTHER TERMS.

     (a)  FIXED RATE NOTES. If this Note is specified on the face hereof as a
          "Fixed Rate Note":

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

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

<Table>
<Caption>
               INTEREST PAYMENT FREQUENCY                 INTEREST PAYMENT DATES
               ---------------------------------          -----------------------------------------
               <S>                                        <C>
               Monthly                                    Fifteenth day of each calendar month,
                                                          beginning in the first calendar month
                                                          following the month this Note was issued.

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

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

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

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

     (b)  FLOATING RATE NOTES. If this Note is specified on the face hereof as a
          "Floating Rate Note":

                                      A-1-5
<Page>

          (i)    INTEREST RATE BASIS. Interest on this Note will be determined
          by reference to the applicable Interest Rate Basis or Interest Rate
          Bases, which may, as described below, include the CD Rate, the CMT
          Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the
          Prime Rate or the Treasury Rate (each as defined below).

          (ii)   EFFECTIVE RATE. The rate derived from the applicable Interest
          Rate Basis will be determined in accordance with the related
          provisions below. The interest rate in effect on each day will be
          based on: (1) if that day is an Interest Reset Date, the rate
          determined as of the Interest Determination Date immediately preceding
          that Interest Reset Date; or (2) if that day is not an Interest Reset
          Date, the rate determined as of the Interest Determination Date
          immediately preceding the most recent Interest Reset Date.

          (iii)  SPREAD; SPREAD MULTIPLIER; INDEX MATURITY. The "Spread" is the
          number of basis points (one one-hundredth of a percentage point)
          specified on the face hereof to be added to or subtracted from the
          related Interest Rate Basis or Interest Rate Bases applicable to this
          Note. The "Spread Multiplier" is the percentage specified on the face
          hereof of the related Interest Rate Basis or Interest Rate Bases
          applicable to this Note by which the Interest Rate Basis or Interest
          Rate Bases will be multiplied to determine the applicable interest
          rate. The "Index Maturity" is the period to maturity of the instrument
          or obligation with respect to which the related Interest Rate Basis or
          Interest Rate Bases will be calculated.

          (iv)   REGULAR FLOATING RATE NOTE. Unless this Note is specified on
          the face hereof as a Floating Rate/Fixed Rate Note, this Note (a
          "Regular Floating Rate Note") will bear interest at the rate
          determined by reference to the applicable Interest Rate Basis or
          Interest Rate Bases: (1) plus or minus the applicable Spread, if any;
          and/or (2) multiplied by the applicable Spread Multiplier, if any.
          Commencing on the first Interest Reset Date, the rate at which
          interest on this Regular Floating Rate Note is payable will be reset
          as of each Interest Reset Date; PROVIDED, HOWEVER, that the interest
          rate in effect for the period, if any, from the Issuance Date to the
          first Interest Reset Date will be the Initial Interest Rate.

          (v)    FLOATING RATE/FIXED RATE NOTES. If this Note is specified on
          the face hereof as a "Floating Rate/Fixed Rate Note", this Note will
          bear interest at the rate determined by reference to the applicable
          Interest Rate Basis or Interest Rate Bases: (1) plus or minus the
          applicable Spread, if any; and/or (2) multiplied by the applicable
          Spread Multiplier, if any. Commencing on the first Interest Reset
          Date, the rate at which this Floating Rate/Fixed Rate Note is payable
          will be reset as of each Interest Reset Date; PROVIDED, HOWEVER, that:
          (A) the interest rate in effect for the period, if any, from the
          Issuance Date to the first Interest Reset Date will be the Initial
          Interest Rate specified on the face hereof; and (B) the interest rate
          in effect commencing on the Fixed Rate Commencement Date will be the
          Fixed Interest Rate, if specified on the face hereof, or, if not so
          specified, the interest rate in effect on the day immediately
          preceding the Fixed Rate Commencement Date.

                                      A-1-6
<Page>

          (vi)   INTEREST RESET DATES. The period between Interest Reset Dates
          will be the "Interest Reset Period." Unless otherwise specified on the
          face hereof, the Interest Reset Dates will be, in the case of this
          Floating Rate Note if by its terms it resets: (1) daily--each Business
          Day; (2) weekly--the Wednesday of each week, with the exception of any
          weekly reset Floating Rate Note as to which the Treasury Rate is an
          applicable Interest Rate Basis, which will reset the Tuesday of each
          week; (3) monthly--the fifteenth day of each calendar month; (4)
          quarterly--the fifteenth day of March, June, September and December of
          each year; (5) semi-annually--the fifteenth day of the two months of
          each year specified on the face hereof; and (6) annually--the
          fifteenth day of the month of each year specified on the face hereof;
          PROVIDED, HOWEVER, that, with respect to a Floating Rate/Fixed Rate
          Note, the rate of interest thereon will not reset after the particular
          Fixed Rate Commencement Date. If any Interest Reset Date for this
          Floating Rate Note would otherwise be a day that is not a Business
          Day, the particular Interest Reset Date will be postponed to the next
          succeeding Business Day, except that in the case of a Floating Rate
          Note as to which LIBOR is an applicable Interest Rate Basis and that
          Business Day falls in the next succeeding calendar month, the
          particular Interest Reset Date will be the immediately preceding
          Business Day.

          (vii)  INTEREST DETERMINATION DATES. The interest rate applicable to a
          Floating Rate Note for an Interest Reset Period commencing on the
          related Interest Reset Date will be determined by reference to the
          applicable Interest Rate Basis as of the particular "Interest
          Determination Date", which will be: (1) with respect to the Commercial
          Paper Rate, Federal Funds Rate and the Prime Rate--the Business Day
          immediately preceding the related Interest Reset Date; (2) with
          respect to the CD Rate and the CMT Rate--the second Business Day
          preceding the related Interest Reset Date; (3) with respect to
          LIBOR--the second Business Day preceding the related Interest Reset
          Date; and (4) with respect to the Treasury Rate--the day of the week
          in which the related Interest Reset Date falls on which day Treasury
          Bills (as defined below) are normally auctioned (i.e., Treasury Bills
          are normally sold at auction on Monday of each week, unless that day
          is a legal holiday, in which case the auction is normally held on the
          following Tuesday, except that the auction may be held on the
          preceding Friday); PROVIDED, HOWEVER, that if an auction is held on
          the Friday of the week preceding the related Interest Reset Date, the
          Interest Determination Date will be the preceding Friday. The Interest
          Determination Date pertaining to a Floating Rate Note, the interest
          rate of which is determined with reference to two or more Interest
          Rate Bases, will be the latest Business Day which is at least two
          Business Days before the related Interest Reset Date for the
          applicable Floating Rate Note on which each Interest Reset Basis is
          determinable.

          (viii) CALCULATION DATES. The interest rate applicable to each
          Interest Reset Period will be determined by the Calculation Agent on
          or prior to the Calculation Date (as defined below), except with
          respect to LIBOR, which will be determined on the particular Interest
          Determination Date. Upon request of the Holder of a Floating Rate
          Note, the Calculation Agent will disclose the interest rate then in
          effect and, if determined, the interest rate that will become
          effective as a result of a determination made for the next succeeding
          Interest Reset Date with respect to such Floating Rate Note. The
          "Calculation Date", if applicable, pertaining to any Interest
          Determination

                                      A-1-7
<Page>

          Date will be the earlier of: (1) the tenth calendar day after the
          particular Interest Determination Date or, if such day is not a
          Business Day, the next succeeding Business Day; or (2) the Business
          Day immediately preceding the applicable Interest Payment Date or the
          Maturity Date, as the case may be.

          (ix)   MAXIMUM OR MINIMUM INTEREST RATE. If specified on the face
          hereof, this Note may have either or both of a Maximum Interest Rate
          or a Minimum Interest Rate. If a Maximum Interest Rate is so
          designated, the interest rate for a Floating Rate Note cannot ever
          exceed such Maximum Interest Rate and in the event that the interest
          rate on any Interest Reset Date would exceed such Maximum Interest
          Rate (as if no Maximum Interest Rate were in effect) then the interest
          rate on such Interest Reset Date shall be the Maximum Interest Rate.
          If a Minimum Interest Rate is so designated, the interest rate for a
          Floating Rate Note cannot ever be less than such Minimum Interest Rate
          and in the event that the interest rate on any Interest Reset Date
          would be less than such Minimum Interest Rate (as if no Minimum
          Interest Rate were in effect) then the interest rate on such Interest
          Reset Date shall be the Minimum Interest Rate. Notwithstanding
          anything to the contrary contained herein, the interest rate on a
          Floating Rate Note shall not exceed the maximum interest rate
          permitted by applicable law.

          (x)    INTEREST PAYMENTS. Unless otherwise specified on the face
          hereof, the Interest Payment Dates will be, in the case of a Floating
          Rate Note which resets: (1) daily, weekly or monthly--the fifteenth
          day of each calendar month or on the fifteenth day of March, June,
          September and December of each year, as specified on the face hereof;
          (2) quarterly--the fifteenth day of March, June, September and
          December of each year; (3) semi-annually--the fifteenth day of the two
          months of each year specified on the face hereof; and (4)
          annually--the fifteenth day of the month of each year as specified on
          the face hereof. In addition, the Maturity Date will also be an
          Interest Payment Date. If any Interest Payment Date other than the
          Maturity Date for this Floating Rate Note would otherwise be a day
          that is not a Business Day, such Interest Payment Date will be
          postponed to the next succeeding Business Day, except that in the case
          of a Floating Rate Note as to which LIBOR is an applicable Interest
          Rate Basis and that Business Day falls in the next succeeding calendar
          month, the particular Interest Payment Date will be the immediately
          preceding Business Day. If the Maturity Date of a Floating Rate Note
          falls on a day that is not a Business Day, the Trust will make the
          required payment of principal, premium, if any, and interest or other
          amounts on the next succeeding Business Day, and no additional
          interest will accrue in respect of the payment made on that next
          succeeding Business Day.

          (xi)   ROUNDING. Unless otherwise specified on the face hereof, all
          percentages resulting from any calculation on this Floating Rate Note
          will be rounded to the nearest one hundred-thousandth of a percentage
          point, with five one-millionths of a percentage point rounded upwards.
          All dollar amounts used in or resulting from any calculation on this
          Floating Rate Note will be rounded, in the case of U.S. Dollars, to
          the nearest cent or, in the case of a Foreign Currency, to the nearest
          unit (with one-half cent or unit being rounded upwards).

                                      A-1-8
<Page>

          (xii)  INTEREST FACTOR. With respect to a Floating Rate Note, accrued
          interest is calculated by multiplying the principal amount of such
          Note by an accrued interest factor. The accrued interest factor is
          computed by adding the interest factor calculated for each day in the
          particular Interest Reset Period. The interest factor for each day
          will be computed by dividing the interest rate applicable to such day
          by 360, in the case of a Floating Rate Note as to which the CD Rate,
          the Commercial Paper Rate, the Federal Funds Rate, LIBOR or the Prime
          Rate is an applicable Interest Rate Basis, or by the actual number of
          days in the year, in the case of a Floating Rate Note as to which the
          CMT Rate or the Treasury Rate is an applicable Interest Rate Basis.
          The interest factor for a Floating Rate Note as to which the interest
          rate is calculated with reference to two or more Interest Rate Bases
          will be calculated in each period in the same manner as if only the
          Interest Rate Basis specified under "Additional/Other Terms" applied.

          (xiii) DETERMINATION OF INTEREST RATE BASIS. The Calculation Agent
          shall determine the rate derived from each Interest Rate Basis in
          accordance with the following provisions.

               (A) CD RATE NOTES. If the Interest Rate Basis is the CD Rate,
               this Note shall be deemed a "CD Rate Note." Unless otherwise
               specified on the face hereof, "CD Rate" means, from the Issuance
               Date to the first Interest Reset Date, the Initial Interest Rate,
               if any, and thereafter:

                    (1) the rate on the particular Interest Determination Date
                    for negotiable United States dollar certificates of deposit
                    having the Index Maturity specified on the face hereof as
                    published in H.15(519) (as defined below) under the caption
                    "CDs (secondary market)"; or

                    (2) if the rate referred to in clause (1) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date for negotiable United States dollar
                    certificates of deposit of the particular Index Maturity as
                    published in H.15 Daily Update (as defined below), or other
                    recognized electronic source used for the purpose of
                    displaying the applicable rate, under the caption "CDs
                    (secondary market)"; or

                    (3) if the rate referred to in clause (2) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date calculated by the Calculation Agent as
                    the arithmetic mean of the secondary market offered rates as
                    of 10:00 A.M., New York City time, on that Interest
                    Determination Date, of three leading non-bank dealers in
                    negotiable United States dollar certificates of deposit in
                    The City of New York (which may include the purchasing agent
                    or its affiliates) selected by the Calculation Agent for
                    negotiable United States dollar certificates of deposit of
                    major United States money market banks for negotiable United
                    States certificates of deposit with a remaining

                                      A-1-9
<Page>

                    maturity closest to the particular Index Maturity in an
                    amount that is representative for a single transaction in
                    that market at that time; or

                    (4) if the dealers so selected by the Calculation Agent are
                    not quoting as mentioned in clause (3), the CD Rate in
                    effect on the particular Interest Determination Date.

               "H.15(519)" means the weekly statistical release designated as
               H.15(519), or any successor publication, published by the Board
               of Governors of the Federal Reserve System.

               "H.15 Daily Update" means the daily update of H.15(519),
               available through the world-wide-web site of the Board of
               Governors of the Federal Reserve System at
               http//www.federalreserve.gov/releases/H15/update, or any
               successor site or publication.

               (B) CMT RATE NOTES. If the Interest Rate Basis is the CMT Rate,
               this Note shall be deemed a "CMT Rate Note." Unless otherwise
               specified on the face hereof, "CMT Rate" means, from the Issuance
               Date to the first Interest Reset Date, the Initial Interest Rate,
               if any, and thereafter:

                    (1) if CMT Moneyline Telerate Page 7051 is specified on the
                    face hereof:

                         i.      the percentage equal to the yield for United
                                 States Treasury securities at "constant
                                 maturity" having the Index Maturity specified
                                 on the face hereof as published in H.15(519)
                                 under the caption "Treasury Constant
                                 Maturities", as the yield is displayed on
                                 Moneyline Telerate (or any successor service)
                                 on page 7051 (or any other page as may replace
                                 the specified page on that service) ("Moneyline
                                 Telerate Page 7051"), for the particular
                                 Interest Determination Date; or

                         ii.     if the rate referred to in clause (i) does not
                                 so appear on Moneyline Telerate Page 7051, the
                                 percentage equal to the yield for United States
                                 Treasury securities at "constant maturity"
                                 having the particular Index Maturity and for
                                 the particular Interest Determination Date as
                                 published in H.15(519) under the caption
                                 "Treasury Constant Maturities"; or

                         iii.    if the rate referred to in clause (ii) does not
                                 so appear in H.15(519), the rate on the
                                 particular Interest Determination Date for the
                                 period of the particular Index Maturity as may
                                 then be published by either the Federal Reserve
                                 System Board of Governors or the United States
                                 Department of the Treasury that the Calculation
                                 Agent determines to be comparable to the

                                     A-1-10
<Page>

                                 rate which would otherwise have been published
                                 in H.15(519); or

                         iv.     if the rate referred to in clause (iii) is not
                                 so published, the rate on the particular
                                 Interest Determination Date calculated by the
                                 Calculation Agent as a yield to maturity based
                                 on the arithmetic mean of the secondary market
                                 bid prices at approximately 3:30 P.M., New York
                                 City time, on that Interest Determination Date
                                 of three leading primary United States
                                 government securities dealers in The City of
                                 New York (which may include the purchasing
                                 agent or its affiliates) (each, a "Reference
                                 Dealer") selected by the Calculation Agent from
                                 five Reference Dealers selected by the
                                 Calculation Agent and eliminating the highest
                                 quotation, or, in the event of equality, one of
                                 the highest, and the lowest quotation or, in
                                 the event of equality, one of the lowest, for
                                 United States Treasury securities with an
                                 original maturity equal to the particular Index
                                 Maturity, a remaining term to maturity no more
                                 than one year shorter than that Index Maturity
                                 and in a principal amount that is
                                 representative for a single transaction in the
                                 securities in that market at that time; or

                         v.      if fewer than five but more than two of the
                                 prices referred to in clause (iv) are provided
                                 as requested, the rate on the particular
                                 Interest Determination Date calculated by the
                                 Calculation Agent based on the arithmetic mean
                                 of the bid prices obtained and neither the
                                 highest nor the lowest of the quotations shall
                                 be eliminated; or

                         vi.     if fewer than three prices referred to in
                                 clause (iv) are provided as requested, the rate
                                 on the particular Interest Determination Date
                                 calculated by the Calculation Agent as a yield
                                 to maturity based on the arithmetic mean of the
                                 secondary market bid prices as of approximately
                                 3:30 P.M., New York City time, on that Interest
                                 Determination Date of three Reference Dealers
                                 selected by the Calculation Agent from five
                                 Reference Dealers selected by the Calculation
                                 Agent and eliminating the highest quotation or,
                                 in the event of equality, one of the highest
                                 and the lowest quotation or, in the event of
                                 equality, one of the lowest, for United States
                                 Treasury securities with an original maturity
                                 greater than the particular Index Maturity, a
                                 remaining term to maturity closest to that
                                 Index Maturity and in a principal amount that
                                 is representative for a single transaction in
                                 the securities in that market at that time; or

                         vii.    if fewer than five but more than two prices
                                 referred to in clause (vi) are provided as
                                 requested, the rate on the particular Interest

                                     A-1-11
<Page>

                                 Determination Date calculated by the
                                 Calculation Agent based on the arithmetic mean
                                 of the bid prices obtained and neither the
                                 highest nor the lowest of the quotations will
                                 be eliminated; or

                         viii.   if fewer than three prices referred to in
                                 clause (vi) are provided as requested, the CMT
                                 Rate in effect on the particular Interest
                                 Determination Date; or

                    (2) if CMT Moneyline Telerate Page 7052 is specified on the
                    face hereof:

                         i.      the percentage equal to the one-week or
                                 one-month, as specified on the face hereof,
                                 average yield for United States Treasury
                                 securities at "constant maturity" having the
                                 Index Maturity specified on the face hereof as
                                 published in H.15(519) opposite the caption
                                 "Treasury Constant Maturities", as the yield is
                                 displayed on Moneyline Telerate (or any
                                 successor service) (on page 7052 or any other
                                 page as may replace the specified page on that
                                 service) ("Moneyline Telerate Page 7052"), for
                                 the week or month, as applicable, ended
                                 immediately preceding the week or month, as
                                 applicable, in which the particular Interest
                                 Determination Date falls; or

                         ii.     if the rate referred to in clause (i) does not
                                 so appear on Moneyline Telerate Page 7052, the
                                 percentage equal to the one-week or one-month,
                                 as specified on the face hereof, average yield
                                 for United States Treasury securities at
                                 "constant maturity" having the particular Index
                                 Maturity and for the week or month, as
                                 applicable, preceding the particular Interest
                                 Determination Date as published in H.15(519)
                                 opposite the caption "Treasury Constant
                                 Maturities"; or

                         iii.    if the rate referred to in clause (ii) does not
                                 so appear in H.15(519), the one-week or
                                 one-month, as specified on the face hereof,
                                 average yield for United States Treasury
                                 securities at "constant maturity" having the
                                 particular Index Maturity as otherwise
                                 announced by the Federal Reserve Bank of New
                                 York for the week or month, as applicable,
                                 ended immediately preceding the week or month,
                                 as applicable, in which the particular Interest
                                 Determination Date falls; or

                         iv.     if the rate referred to in clause (iii) is not
                                 so published, the rate on the particular
                                 Interest Determination Date calculated by the
                                 Calculation Agent as a yield to maturity based
                                 on the arithmetic mean of the secondary market
                                 bid prices at approximately 3:30 P.M., New York
                                 City time, on that Interest Determination Date
                                 of three Reference Dealers selected by the

                                     A-1-12
<Page>

                                 Calculation Agent from five Reference Dealers
                                 selected by the Calculation Agent and
                                 eliminating the highest quotation, or, in the
                                 event of equality, one of the highest, and the
                                 lowest quotation or, in the event of equality,
                                 one of the lowest, for United States Treasury
                                 securities with an original maturity equal to
                                 the particular Index Maturity, a remaining term
                                 to maturity no more than one year shorter than
                                 that Index Maturity and in a principal amount
                                 that is representative for a single transaction
                                 in the securities in that market at that time;
                                 or

                         v.      if fewer than five but more than two of the
                                 prices referred to in clause (iv) are provided
                                 as requested, the rate on the particular
                                 Interest Determination Date calculated by the
                                 Calculation Agent based on the arithmetic mean
                                 of the bid prices obtained and neither the
                                 highest nor the lowest of the quotations shall
                                 be eliminated; or

                         vi.     if fewer than three prices referred to in
                                 clause (iv) are provided as requested, the rate
                                 on the particular Interest Determination Date
                                 calculated by the Calculation Agent as a yield
                                 to maturity based on the arithmetic mean of the
                                 secondary market bid prices as of approximately
                                 3:30 P.M., New York City time, on that Interest
                                 Determination Date of three Reference Dealers
                                 selected by the Calculation Agent from five
                                 Reference Dealers selected by the Calculation
                                 Agent and eliminating the highest quotation or,
                                 in the event of equality, one of the highest
                                 and the lowest quotation or, in the event of
                                 equality, one of the lowest, for United States
                                 Treasury securities with an original maturity
                                 greater than the particular Index Maturity, a
                                 remaining term to maturity closest to that
                                 Index Maturity and in a principal amount that
                                 is representative for a single transaction in
                                 the securities in that market at the time; or

                         vii.    if fewer than five but more than two prices
                                 referred to in clause (vi) are provided as
                                 requested, the rate on the particular Interest
                                 Determination Date calculated by the
                                 Calculation Agent based on the arithmetic mean
                                 of the bid prices obtained and neither the
                                 highest nor the lowest of the quotations will
                                 be eliminated; or

                         viii.   if fewer than three prices referred to in
                                 clause (vi) are provided as requested, the CMT
                                 Rate in effect on that Interest Determination
                                 Date.

                    If two United States Treasury securities with an original
                    maturity greater than the Index Maturity specified on the
                    face hereof have remaining terms

                                     A-1-13
<Page>

                    to maturity equally close to the particular Index Maturity,
                    the quotes for the United States Treasury security with the
                    shorter original remaining term to maturity will be used.

               (C) COMMERCIAL PAPER RATE NOTES. If the Interest Rate Basis is
               the Commercial Paper Rate, this Note shall be deemed a
               "Commercial Paper Rate Note." Unless otherwise specified on the
               face hereof, "Commercial Paper Rate" means, from the Issuance
               Date to the first Interest Reset Date, the Initial Interest Rate,
               if any, and thereafter:

                    (1) the Money Market Yield (as defined below) on the
                    particular Interest Determination Date of the rate for
                    commercial paper having the Index Maturity specified on the
                    face hereof as published in H.15(519) under the caption
                    "Commercial Paper--Nonfinancial"; or

                    (2) if the rate referred to in clause (1) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the Money Market Yield of the rate on the
                    particular Interest Determination Date for commercial paper
                    having the particular Index Maturity as published in H.15
                    Daily Update, or such other recognized electronic source
                    used for the purpose of displaying the applicable rate,
                    under the caption "Commercial Paper--Nonfinancial"; or

                    (3) if the rate referred to in clause (2) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date calculated by the Calculation Agent as
                    the Money Market Yield of the arithmetic mean of the offered
                    rates at approximately 11:00 A.M., New York City time, on
                    that Interest Determination Date of three leading dealers of
                    United States dollar commercial paper in The City of New
                    York (which may include the purchasing agent or its
                    affiliates) selected by the Calculation Agent for commercial
                    paper having the particular Index Maturity placed for
                    industrial issuers whose bond rating is "Aa", or the
                    equivalent, from a nationally recognized statistical rating
                    organization; or

                    (4) if the dealers so selected by the Calculation Agent are
                    not quoting as mentioned in clause (3), the Commercial Paper
                    Rate in effect on the particular Interest Determination
                    Date.

               "Money Market Yield" means a yield (expressed as a percentage)
               calculated in accordance with the following formula:

                    Money Market Yield =      D X 360      X 100
                                         ----------------
                                           360 - (D X M)

               where "D" refers to the applicable per annum rate for commercial
               paper quoted on a bank discount basis and expressed as a decimal,
               and "M" refers to the actual number of days in the applicable
               Interest Reset Period.

                                     A-1-14
<Page>

               (D) FEDERAL FUNDS RATE NOTES. If the Interest Rate Basis is the
               Federal Funds Rate, this Note shall be deemed a "Federal Funds
               Rate Note." Unless otherwise specified on the face hereof,
               "Federal Funds Rate" means, from the Issuance Date to the first
               Interest Reset Date, the Initial Interest Rate, if any, and
               thereafter:

                    (1) the rate on the particular Interest Determination Date
                    for United States dollar federal funds as published in
                    H.15(519) under the caption "Federal Funds (Effective)" and
                    displayed on Moneyline Telerate (or any successor service)
                    on page 120 (or any other page as may replace the specified
                    page on that service) ("Moneyline Telerate Page 120"); or

                    (2) if the rate referred to in clause (1) does not so appear
                    on Moneyline Telerate Page 120 or is not so published by
                    3:00 P.M., New York City time, on the related Calculation
                    Date, the rate on the particular Interest Determination Date
                    for United States dollar federal funds as published in H.15
                    Daily Update, or such other recognized electronic source
                    used for the purpose of displaying the applicable rate,
                    under the caption "Federal Funds (Effective)"; or

                    (3) if the rate referred to in clause (2) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date calculated by the Calculation Agent as
                    the arithmetic mean of the rates for the last transaction in
                    overnight United States dollar federal funds arranged by
                    three leading brokers of United States dollar federal funds
                    transactions in The City of New York (which may include the
                    purchasing agent or its affiliates) selected by the
                    Calculation Agent prior to 9:00 A.M., New York City time, on
                    that Interest Determination Date; or

                    (4) if the brokers so selected by the Calculation Agent are
                    not quoting as mentioned in clause (3), the Federal Funds
                    Rate in effect on the particular Interest Determination
                    Date.

               (E) LIBOR NOTES. If the Interest Rate Basis is LIBOR, this Note
               shall be deemed a "LIBOR Note." Unless otherwise specified on the
               face hereof, "LIBOR" means, from the Issuance Date to the first
               Interest Reset Date, the Initial Interest Rate, if any, and
               thereafter:

                    (1) if "LIBOR Moneyline Telerate" is specified on the face
                    hereof or if neither "LIBOR Reuters" nor "LIBOR Moneyline
                    Telerate" is specified on the face hereof as the method for
                    calculating LIBOR, the rate for deposits in the LIBOR
                    Currency (as defined below) having the Index Maturity
                    specified on the face hereof, commencing on the related
                    Interest Reset Date, that appears on the LIBOR Page (as
                    defined below) as of 11:00 A.M., London time, on the
                    particular Interest Determination Date; or

                                     A-1-15
<Page>

                    (2) if "LIBOR Reuters" is specified on the face hereof, the
                    arithmetic mean of the offered rates, calculated by the
                    Calculation Agent, or the offered rate, if the LIBOR Page by
                    its terms provides only for a single rate, for deposits in
                    the LIBOR Currency having the particular Index Maturity,
                    commencing on the related Interest Reset Date, that appear
                    or appears, as the case may be, on the LIBOR Page as of
                    11:00 A.M., London time, on the particular Interest
                    Determination Date; or

                    (3) if fewer than two offered rates appear, or no rate
                    appears, as the case may be, on the particular Interest
                    Determination Date on the LIBOR Page as specified in clause
                    (1) or (2), as applicable, the rate calculated by the
                    Calculation Agent as the arithmetic mean of at least two
                    offered quotations obtained by the Calculation Agent after
                    requesting the principal London offices of each of four
                    major reference banks (which may include affiliates of the
                    purchasing agent) in the London interbank market to provide
                    the Calculation Agent with its offered quotation for
                    deposits in the LIBOR Currency for the period of the
                    particular Index Maturity, commencing on the related
                    Interest Reset Date, to prime banks in the London interbank
                    market at approximately 11:00 A.M., London time, on that
                    Interest Determination Date and in a principal amount that
                    is representative for a single transaction in the LIBOR
                    Currency in that market at that time; or

                    (4) if fewer than two offered quotations referred to in
                    clause (3) are provided as requested, the rate calculated by
                    the Calculation Agent as the arithmetic mean of the rates
                    quoted at approximately 11:00 A.M., in the applicable
                    Principal Financial Center, on the particular Interest
                    Determination Date by three major banks (which may include
                    affiliates of the purchasing agent) in that Principal
                    Financial Center selected by the Calculation Agent for loans
                    in the LIBOR Currency to leading European banks, having the
                    particular Index Maturity and in a principal amount that is
                    representative for a single transaction in the LIBOR
                    Currency in that market at that time; or

                    (5) if the banks so selected by the Calculation Agent are
                    not quoting as mentioned in clause (4), LIBOR in effect on
                    the particular Interest Determination Date.

               "LIBOR Currency" means the currency specified on the face hereof
               as to which LIBOR shall be calculated or, if no currency is
               specified on the face hereof, United States dollars.

               "LIBOR Page" means either: (1) if "LIBOR Reuters" is specified on
               the face hereof, the display on the Reuter Monitor Money Rates
               Service (or any successor service) on the page specified on the
               face hereof (or any other page as may replace that page on that
               service) for the purpose of displaying the London interbank rates
               of major banks for the LIBOR Currency; or (2) if "LIBOR

                                     A-1-16
<Page>

               Moneyline Telerate" is specified on the face hereof or neither
               "LIBOR Reuters" nor "LIBOR Moneyline Telerate" is specified on
               the face hereof as the method for calculating LIBOR, the display
               on Moneyline Telerate (or any successor service) on the page
               specified on the face hereof (or any other page as may replace
               such page on such service), or if no such page is specified, on
               the Moneyline Telerate (or any successor service) page generally
               used for the purpose of displaying the London interbank rates of
               major banks for the LIBOR Currency.

               (F) PRIME RATE NOTES. If the Interest Rate Basis is the Prime
               Rate, this Note shall be deemed a "Prime Rate Note." Unless
               otherwise specified on the face hereof, "Prime Rate" means, from
               the Issuance Date to the first Interest Reset Date, the Initial
               Interest Rate, if any, and thereafter:

                    (1) the rate on the particular Interest Determination Date
                    as published in H.15(519) under the caption "Bank Prime
                    Loan"; or

                    (2) if the rate referred to in clause (1) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date as published in H.15 Daily Update, or
                    such other recognized electronic source used for the purpose
                    of displaying the applicable rate, under the caption "Bank
                    Prime Loan", or

                    (3) if the rate referred to in clause (2) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date calculated by the Calculation Agent as
                    the arithmetic mean of the rates of interest publicly
                    announced by each bank that appears on the Reuters Screen US
                    PRIME 1 Page (as defined below) as the applicable bank's
                    prime rate or base lending rate as of 11:00 A.M., New York
                    City time, on that Interest Determination Date; or

                    (4) if fewer than four rates referred to in clause (3) are
                    so published by 3:00 p.m., New York City time, on the
                    related Calculation Date, the rate calculated by the
                    Calculation Agent as the particular Interest Determination
                    Date as the arithmetic mean of the prime rates or base
                    lending rates quoted on the basis of the actual number of
                    days in the year divided by a 360-day year as of the close
                    of business on that Interest Determination Date by three
                    major banks (which may include affiliates of the purchasing
                    agent) in The City of New York selected by the Calculation
                    Agent; or

                    (5) if the banks so selected by the Calculation Agent are
                    not quoting as mentioned in clause (4), the Prime Rate in
                    effect on the particular Interest Determination Date.

               "Reuters Screen US PRIME 1 Page" means the display on the Reuter
               Monitor Money Rates Service (or any successor service) on the "US
               PRIME 1" page (or

                                     A-1-17
<Page>

               any other page as may replace that page on that service) for the
               purpose of displaying prime rates or base lending rates of major
               United States banks.

               (G) TREASURY RATE NOTES. If the Interest Rate Basis is the
               Treasury Rate, this Note shall be deemed a "Treasury Rate Note."
               Unless otherwise specified on the face hereof, "Treasury Rate"
               means, from the Issuance Date to the first Interest Reset Date,
               the Initial Interest Rate, if any, and thereafter:

                    (1) the rate from the auction held on the Interest
                    Determination Date (the "Auction") of direct obligations of
                    the United States ("Treasury Bills") having the Index
                    Maturity specified on the face hereof under the caption
                    "INVESTMENT RATE" on the display on Moneyline Telerate (or
                    any successor service) on page 56 (or any other page as may
                    replace that page on that service) ("Moneyline Telerate Page
                    56") or page 57 (or any other page as may replace that page
                    on that service) ("Moneyline Telerate Page 57"); or

                    (2) if the rate referred to in clause (1) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the Bond Equivalent Yield (as defined
                    below) of the rate for the applicable Treasury Bills as
                    published in H.15 Daily Update, or another recognized
                    electronic source used for the purpose of displaying the
                    applicable rate, under the caption "U.S. Government
                    Securities/Treasury Bills/Auction High"; or

                    (3) if the rate referred to in clause (2) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the Bond Equivalent Yield of the auction
                    rate of the applicable Treasury Bills as announced by the
                    United States Department of the Treasury; or

                    (4) if the rate referred to in clause (3) is not so
                    announced by the United States Department of the Treasury,
                    or if the Auction is not held, the Bond Equivalent Yield of
                    the rate on the particular Interest Determination Date of
                    the applicable Treasury Bills as published in H.15(519)
                    under the caption "U.S. Government Securities/Treasury
                    Bills/Secondary Market"; or

                    (5) if the rate referred to in clause (4) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date of the applicable Treasury Bills as
                    published in H.15 Daily Update, or another recognized
                    electronic source used for the purpose of displaying the
                    applicable rate, under the caption "U.S. Government
                    Securities/Treasury Bills/Secondary Market"; or

                    (6) if the rate referred to in clause (5) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date calculated by the Calculation Agent as
                    the Bond Equivalent Yield of the arithmetic mean of the
                    secondary

                                     A-1-18
<Page>

                    market bid rates, as of approximately 3:30 P.M., New York
                    City time, on that Interest Determination Date, of three
                    primary United States government securities dealers (which
                    may include the purchasing agent or its affiliates) selected
                    by the Calculation Agent, for the issue of Treasury Bills
                    with a remaining maturity closest to the Index Maturity
                    specified on the face hereof; or

                    (7) if the dealers so selected by the Calculation Agent are
                    not quoting as mentioned in clause (6), the Treasury Rate in
                    effect on the particular Interest Determination Date.

               "Bond Equivalent Yield" means a yield (expressed as a percentage)
               calculated in accordance with the following formula:

                    Bond Equivalent Yield =       D X N         X 100
                                             -----------------
                                               360 - (D X M)

               where "D" refers to the applicable per annum rate for Treasury
               Bills quoted on a bank discount basis and expressed as a decimal,
               "N" refers to 365 or 366, as the case may be, and "M" refers to
               the actual number of days in the applicable Interest Reset
               Period.

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

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

          (ii) REDEMPTION; REPAYMENT; ACCELERATION. In the event a Discount Note
          is redeemed, repaid or accelerated, the amount payable to the Holder
          of such Discount Note will be equal to the sum of: (A) the Issue Price
          (increased by any accruals of Discount) and, in the event of any
          redemption of such Discount Note, if applicable, multiplied by the
          Initial Redemption Percentage (as adjusted by the Annual Redemption
          Percentage Reduction, if applicable); and (B) any unpaid interest
          accrued on such Discount Note to the Maturity Date ("Amortized Face
          Amount"). Unless otherwise specified on the face hereof, for purposes
          of determining the amount of Discount that has accrued as of any date
          on which a redemption, repayment or acceleration of maturity occurs
          for a Discount Note, a Discount will be accrued using a constant yield
          method. The constant yield will be calculated using a 30-day month,
          360-day year convention, a compounding period that, except for the
          Initial Period (as defined below), corresponds to the shortest period
          between Interest Payment Dates for the applicable Discount Note (with
          ratable accruals within a compounding period), a coupon rate equal to
          the initial coupon rate applicable to the applicable Discount Note and
          an assumption that the maturity of such Discount Note will not be
          accelerated. If the period from the date of issue to the first
          Interest Payment Date for a Discount Note (the "Initial Period") is
          shorter than the compounding period for such Discount Note,

                                     A-1-19
<Page>

          a proportionate amount of the yield for an entire compounding period
          will be accrued. If the Initial Period is longer than the compounding
          period, then the period will be divided into a regular compounding
          period and a short period with the short period being treated as
          provided above.

SECTION 4. REDEMPTION. If no redemption right is set forth on the face hereof,
this Note may not be redeemed prior to the Stated Maturity Date, except as set
forth in the Indenture. If a redemption right is set forth on the face of this
Note, the Trust shall elect to redeem this Note on the Interest Payment Date
after the Initial Redemption Date set forth on the face hereof on which the
Funding Agreement is to be redeemed in whole or in part by Hartford Life
Insurance Company ("Hartford Life") (each, a "Redemption Date"), in which case
this Note must be redeemed on such Redemption Date in whole or in part, as
applicable, prior to the Stated Maturity Date, in increments of $1,000 at the
applicable Redemption Price (as defined below), together with unpaid interest,
if any, accrued thereon to, but excluding, the applicable Redemption Date.
"Redemption Price" shall mean an amount equal to the Initial Redemption
Percentage (as adjusted by the Annual Redemption Percentage Reduction, if
applicable) multiplied by the unpaid Principal Amount of this Note to be
redeemed (or in the case of Discount Notes, multiplied as set forth in Section
3(c)(ii) above). The unpaid Principal Amount of this Note to be redeemed shall
be determined by multiplying (1) the Outstanding Principal Amount of this Note
by (2) the quotient derived by dividing (A) the outstanding principal amount of
the Funding Agreement to be redeemed by Hartford Life by (B) the outstanding
principal amount of the Funding Agreement. The Initial Redemption Percentage, if
any, applicable to this Note shall decline at each anniversary of the Initial
Redemption Date by an amount equal to the applicable Annual Redemption
Percentage Reduction, if any, until the Redemption Price is equal to 100% of the
unpaid amount thereof to be redeemed. Notice must be given not more than
seventy-five (75) nor less than thirty (30) calendar days prior to the proposed
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.

SECTION 5. SINKING FUNDS. Unless specified on the face hereof, this Note will
not be subject to, or entitled to the benefit of, any sinking fund.

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

                                     A-1-20
<Page>

SECTION 7. OBLIGATIONS UNCONDITIONAL. No reference herein to the Indenture and
no provisions of this Note or of the Indenture shall impair the right of each
Holder of any Note, which is absolute and unconditional, to receive payment of
the principal of, and any interest on, and premium, if any, on, such Note on the
respective Stated Maturity Date or redemption date thereof and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

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

SECTION 9. WITHHOLDING; NO ADDITIONAL AMOUNTS; TAX EVENT. All amounts due on
this Note will be made without any applicable withholding or deduction for or on
account of any present or future taxes, duties, levies, assessments or other
governmental charges of whatever nature imposed or levied by or on behalf of any
governmental authority in the United States, unless such withholding or
deduction is required by law. The Trust will not pay any additional amounts to
the Holder of this Note in respect of such withholding or deduction, any such
withholding or deduction will not give rise to an event of default or any
independent right or obligation to redeem this Note and the Holder will be
deemed for all purposes to have received cash in an amount equal to the portion
of such withholding or deduction that is attributable to such Holder's interest
in this Note as equitably determined by the Trust.

     If (1) a Tax Event (defined below) as to the relevant Funding Agreement
occurs and (2) Hartford Life elects to redeem the Funding Agreement in whole or
in part, the Trust will redeem this Note, subject to the terms and conditions of
SECTION 2.04 of the Indenture, at the Tax Event Redemption Price (defined below)
together with unpaid interest accrued thereon to the applicable redemption date.
"Tax Event" means that Hartford Life shall have received an opinion of
independent legal counsel stating in 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 amendment to, or
change in, an interpretation or application of any such laws or regulations by
any governmental authority in the United States, which amendment or change is
enacted, promulgated, issued or announced on or after the effective date of the
relevant Funding Agreement, there is more than an insubstantial risk that (i)
the Trust is, or will be within ninety (90) days of the date thereof, subject to
U.S. federal income tax with respect to interest accrued or received on the
relevant Funding Agreement or (ii) the Trust is, or will be within ninety (90)
days of the date thereof, subject to more than a de minimis amount of taxes,
duties or other governmental charges. "Tax Event Redemption Price" means an
amount equal to the unpaid principal amount of this Note to be redeemed, which
shall be determined by multiplying (1) the Outstanding Principal Amount of this
Note by (2) the quotient derived by dividing (A) the outstanding principal
amount to be redeemed by Hartford Life of the Funding Agreement by (B) the
outstanding principal amount of the Funding Agreement.

                                     A-1-21
<Page>

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

SECTION 11. COLLATERAL. The Collateral for this Note includes the Funding
Agreement specified on the face hereof.

SECTION 12. NO RECOURSE AGAINST CERTAIN PERSONS. No recourse shall be had for
the payment of any principal, interest or any other sums at any time owing under
the terms of this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against the Nonrecourse Parties, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such personal liability being, by the acceptance hereof and as
part of the consideration for issue hereof, expressly waived and released.

SECTION 13. MISCELLANEOUS.

     (a) This Note is issuable only as a registered Note without coupons in
denominations of $1,000 and any integral multiple of $1,000 in excess thereof
unless otherwise specified on the face of this Note.

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

     (c) The Notes are being issued by means of a book-entry-only system with no
physical distribution of certificates to be made except as provided in the
Indenture. The book-entry system maintained by DTC will evidence ownership of
the Notes, with transfers of ownership effected on the records of DTC and its
participants pursuant to rules and procedures established by DTC and its
participants. The Trust and the Indenture Trustee will recognize Cede & Co., as
nominee of DTC, as the registered owner of the Notes, as the Holder of the Notes
for all purposes, including payment of principal, premium (if any) and interest,
notices and voting. Transfer of principal, premium (if any) and interest to
participants of DTC will be the responsibility of DTC, and transfer of
principal, premium (if any) and interest to beneficial holders of the Notes by
participants of DTC will be the responsibility of such participants and other
nominees of such beneficial holders. So long as the book-entry system is in
effect, the selection of any Notes to be redeemed or repaid will be determined
by DTC pursuant to rules and procedures established by DTC and its participants.
Neither the Trust nor the Indenture Trustee will not be responsible or liable
for such transfers or payments or for maintaining, supervising or reviewing the
records maintained by DTC, its participants or persons acting through such
participants.

     (d) This Note or portion hereof may not be exchanged for Definitive Notes,
except in the limited circumstances provided for in the Indenture. The transfer
or exchange of Definitive

                                     A-1-22
<Page>

Notes shall be subject to the terms of the Indenture. No service charge will be
made for any registration of transfer or exchange, but the Trust may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.

SECTION 14. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                     A-1-23
<Page>

                             SURVIVOR'S OPTION RIDER

     (a)  Unless this Note, on its face, has been declared due and payable prior
to the Maturity Date by reason of any Event of Default under the Indenture, or
has been previously redeemed or otherwise repaid, the authorized Representative
(as defined below) of a deceased Beneficial Owner (as defined below) of this
Note shall have the option to elect repayment by the Trust in whole or in part
prior to the Maturity Date following the death of the Beneficial Owner (a
"Survivor's Option"). The Survivor's Option may not be exercised unless this
Note was held by the Beneficial Owner or the estate of that Beneficial Owner for
a period beginning at least 12 full months immediately prior to such election.
"Beneficial Owner" as used in this Survivor's Option Rider means, with respect
to this Note, the person who has the right, immediately prior to such person's
death, to receive the proceeds from the disposition of this Note, as well as the
right to receive payments on this Note.

     (b)  Upon (1) the valid exercise of the Survivor's Option and the proper
tender of this Note by or on behalf of a person that has authority to act on
behalf of the deceased Beneficial Owner of this Note under the laws of the
appropriate jurisdiction (including, without limitation, the personal
representative or executor of the deceased Beneficial Owner or the surviving
joint owner of the deceased Beneficial Owner) (the "Representative") and (2) the
tender and acceptance of that portion of the Funding Agreement equal to the
amount of the portion of this Note to be redeemed, the Trust shall repay this
Note (or portion thereof) at a price equal to 100% of the unpaid Principal
Amount of the deceased Beneficial Owner's beneficial interest in this Note plus
accrued and unpaid interest to, but excluding, the date of such repayment.
However, the Trust shall not be obligated to repay:

          (i)   beneficial ownership interest in Notes exceeding the greater of
          $1,000,000 or 1% in aggregate principal amount for all Outstanding
          notes issued under the Hartford Life Global Funding IncomeNotes
          program to which the Survivor Option applies as of the end of the most
          recent calendar year (the "Annual Put Limitation") or such greater
          amounts as determined in accordance with the Funding Agreement(s)
          securing the Notes of the Trust and set forth in the Pricing
          Supplement;

          (ii)  on behalf of a deceased Beneficial Owner, any beneficial
          ownership interest in Hartford Life Global Funding IncomeNotes that
          exceeds $250,000 in aggregate in any calendar year (the "Individual
          Put Limitation"), or such greater amount as determined in accordance
          with such Funding Agreement(s) and set forth in the Pricing
          Supplement; or

          (iii) beneficial ownership interests in Notes of the Trust exceeding
          the Trust Put Limitation, if any, specified in the Pricing Supplement
          in aggregate principal amount for all Outstanding Notes of the Trust.

     (c)  The Trust shall not make principal repayments pursuant to exercise of
the Survivor's Option in amounts that are less than $1,000, and, in the event
that the limitations described in the preceding sentence would result in the
partial repayment of this Note, the Principal Amount remaining Outstanding after
repayment must be at least $1,000 (the minimum authorized denomination of the
Notes).

                                     A-1-24
<Page>

     (d)  An otherwise valid election to exercise the Survivor's Option may not
be withdrawn.

     (e)  Election to exercise the Survivor's Option will be accepted in the
order that elections are received by the Trustee, except for any Notes (or
portion thereof) the acceptance of which would contravene (1) the Annual Put
Limitation, (2) the Individual Put Limitation or (3) the Trust Put Limitation.
Any Note (or portion thereof) accepted for repayment pursuant to exercise of the
Survivor's Option shall be repaid on the first Interest Payment Date that occurs
20 or more calendar days after the date of such acceptance. If, as of the end of
any calendar year, the aggregate principal amount of all notes (or portions
thereof) issued under the Hartford Life Global Funding IncomeNotes program that
have been tendered pursuant to the valid exercise of the Survivor's Option
during such year has exceeded the Annual Put Limitation, the Individual Put
Limitation or the Trust Put Limitation, for such year, any exercise(s) of the
Survivor's Option with respect to Notes (or portions thereof) not accepted
during such calendar year, because such acceptance would have contravened any
such limitation, shall be deemed to be tendered on the first day of the
following calendar year in the order all such notes (or portions thereof) were
originally tendered. In the event that this Note (or any portion hereof)
tendered for repayment pursuant to valid exercise of the Survivor's Option is
not accepted or is to be delayed, the Trustee shall deliver a notice by
first-class mail to the Depositary that states the reason such Note (or portion
thereof) has not been accepted for payment or is to be delayed.

     (f)  In order to obtain repayment through exercise of the Survivor's Option
with respect to this Note (or portion hereof), the Representative must provide
the following items to the broker or other entity through which the beneficial
interest in this Note is held by the deceased Beneficial Owner: (1) a written
instruction to such broker or other entity in the form of Annex A attached
hereto to notify the Depositary of the Representative's desire to obtain
repayment through the exercise of the Survivor's Option; (2) appropriate
evidence satisfactory to the Trustee that (i) the deceased was the Beneficial
Owner of this Note at the time of death and the interest in this Note was owned
by the deceased Beneficial Owner or his or her estate for a period beginning at
least six months immediately prior to the request for repayment, (ii) the death
of such Beneficial Owner has occurred, and the date of such death, and (iii) the
Representative has authority to act on behalf of the deceased Beneficial Owner;
(3) if the interest in this Note is held by a nominee of the deceased Beneficial
Owner, a certificate satisfactory to the Trustee from such nominee attesting to
the deceased's beneficial ownership of this Note; (4) a written request for
repayment signed by the Representative, with the signature guaranteed by a
member firm of a registered national securities exchange or of the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
having an office or correspondent in the United States; (5) if applicable, a
properly executed assignment or endorsement; (6) tax waivers and such other
instruments or documents that the Trustee reasonably requires in order to
establish the validity of the beneficial ownership of this Note and the
claimant's entitlement to payment; and (7) any additional information the
Trustee reasonably requires to evidence satisfaction of any conditions to the
exercise of such Survivor's Option or to document beneficial ownership or
authority to make the election and to cause the repayment of this Note. Such
broker or other entity shall then deliver each of these items to the direct
participant of the Depositary, such direct participant being the entity that
holds the beneficial interest in this Note on behalf of the deceased Beneficial
Owner, together with evidence satisfactory to the Indenture Trustee from the
broker or other entity stating that it represents the deceased Beneficial Owner.
Such direct participant shall then deliver such items to the Indenture Trustee.
The Indenture

                                     A-1-25
<Page>

Trustee will then deliver these items to the Trustee and will provide the
Trustee with any additional information (after receipt from such direct
participant) the Trustee may request in connection with such exercise. Such
direct participant shall be responsible for disbursing any payments it receives
from the Depositary pursuant to exercise of the Survivor's Option to the
appropriate Representative. All questions, other than with respect to the right
to limit the aggregate Principal Amount of Notes as to which exercises of the
Survivor's Option shall be accepted in any one calendar year or as to the Notes,
regarding the eligibility or validity of any exercise of the Survivor's Option
will be determined by the Trustee, in its sole discretion, which determination
shall be final and binding on all parties.

     (g)  The death of a person holding a beneficial interest in this Note as a
joint tenant or tenant by the entirety with another person, or as a tenant in
common with the deceased owner's spouse, will be deemed the death of the
Beneficial Owner of this Note, and the entire Principal Amount of this Note so
held shall be subject to repayment by the Trust upon request in accordance with
the terms and provisions hereof. However, the death of a person holding a
beneficial interest in this Note as tenant in common with a person other than
such deceased owner's spouse will be deemed the death of a Beneficial Owner only
with respect to such deceased person's ownership interest in this Note.

     (h)  The death of a person who was a lifetime beneficiary of a trust
holding a beneficial interest in this Note will be treated as the death of the
Beneficial Owner of this Note to the extent of that person's interest in the
trust. The death of a person who was a tenant by the entirety or joint tenant in
a tenancy which is the beneficiary of a trust holding a beneficial interest in
this Note will be treated as the death of the Beneficial Owner of this Note. The
death of an individual who was a tenant in common in a tenancy which is the
beneficiary of a trust holding a beneficial interest in this Note will be
treated as the death of the Beneficial Owner of this Note only with respect to
the deceased person's beneficial interest in this Note, unless a husband and
wife are the tenants in common, in which case the death of either will be
treated as the death of the owner of this Note.

     (i)  The death of a person who, during his or her lifetime, was entitled to
substantially all of the beneficial ownership interests in this Note will be
deemed the death of the Beneficial Owner of this Note for purposes of the
Survivor's Option, regardless of whether that Beneficial Owner was the
registered holder of this Note, if such beneficial ownership interest can be
established to the satisfaction of the Trustee. A beneficial ownership interest
will be deemed to exist in typical cases of nominee ownership, such as ownership
under the Uniform Transfers of Gifts to Minors Act, community property or other
joint ownership arrangements between a husband and wife and lifetime custodial
and trust arrangements.

                                     A-1-26
<Page>

                                                                         ANNEX A

                         SURVIVOR'S OPTION ELECTION FORM

                         HARTFORD LIFE INSURANCE COMPANY

                        HARTFORD LIFE INCOMENOTES PROGRAM

                              CUSIP NUMBER ________

     To: [Name of Trust] (the "TRUST")

     The undersigned financial institution (the "FINANCIAL INSTITUTION")
represents the following:

     -    The Financial Institution has received a request for repayment from
          the executor or other authorized representative (the "AUTHORIZED
          REPRESENTATIVE") of the deceased beneficial owner listed below (the
          "DECEASED BENEFICIAL OWNER") of the Hartford Life IncomeNotes program
          note (CUSIP No. ____________) (the "NOTES").

     -    At the time of his or her death, the Deceased Beneficial Owner owned
          Notes in the principal amount listed below.

     -    The Deceased Beneficial Owner acquired the Notes at least twelve (12)
          months before the date on which the notes have been submitted for
          repayment.

     -    The Financial Institution currently holds such notes as a direct or
          indirect participant in The Depository Trust Company (the
          "DEPOSITARY").

The Financial Institution agrees to the following terms:

     -    The Financial Institution shall follow the instructions (the
          "INSTRUCTIONS") accompanying this Survivor's Option Election Form
          (this "FORM").

     -    The Financial Institution shall make all records specified in the
          Instructions supporting the above representations available to
          Wilmington Trust Company (the "TRUSTEE"), AMACAR Pacific Corp. (the
          "ADMINISTRATOR") or [Name of Trust] (the "TRUST") for inspection and
          review within five business days of the Trustee's, the Administrator's
          or the Trust's request.

     -    If the Financial Institution, the Trustee, the Administrator or the
          Trust, in any such party's reasonable discretion, deems any of the
          records specified in the Instructions supporting the above
          representations unsatisfactory to substantiate a claim for repayment,
          the Financial Institution shall not be obligated to submit this Form,
          and the Trustee, the Administrator or Trust may deny repayment. If the

                                     A-1-27
<Page>

          Financial Institution cannot substantiate a claim for repayment, it
          shall notify the Administrator immediately.

     -    Survivor's Option Elections may not be withdrawn.

     -    The Financial Institution agrees to indemnify and hold harmless the
          Trustee, the Administrator and the Trust against and from any and all
          claims, liabilities, costs, losses, expenses, suits and damages
          resulting from the Financial Institution's above representations and
          request for repayment on behalf of the Authorized Representative.

     -    The Notes will be repaid on the first Interest Payment Date to occur
          at least 20 calendar days after the date of acceptance of the notes
          for repayment, unless such date is not a business day, in which case
          the date of repayment shall be the next succeeding business day.

     -    Subject to the Trust's rights to limit the aggregate principal amount
          of Notes as to which exercises of the Survivor's Option shall be
          accepted in any one calendar year, all questions as to the eligibility
          or validity of any exercise of the Survivor's Option will be
          determined by the Administrator, in its sole discretion, which
          determination shall be final and binding on all parties.

                                     A-1-28
<Page>

                         SURVIVOR'S OPTION ELECTION FORM

     (1)
        ------------------------------------------------------------------------
                        Name of Deceased Beneficial Owner

     (2)
        ------------------------------------------------------------------------
                                  Date of Death

     (3)
        ------------------------------------------------------------------------
             Name of Authorized Representative Requesting Repayment

     (4)
        ------------------------------------------------------------------------
               Name of Financial Institution Requesting Repayment

     (5)
        ------------------------------------------------------------------------
                    Signature of Authorized Representative of
                   Financial Institution Requesting Repayment

     (6)
        ------------------------------------------------------------------------
                     Principal Amount of Requested Repayment

     (7)
        ------------------------------------------------------------------------
                                Date of Election

     (8)    Financial Institution
            Representative Name:
            Phone Number:
            Fax Number:
            Mailing Address (no P.O. Boxes):

     (9)    Wire instructions for payment:
            Bank Name:
            ABA Number:
            Account Name:
            Account Number:
            Reference (optional):


     ---------------------------------------------------------------------------
TO BE COMPLETED BY THE ADMINISTRATOR:

(A)  ELECTION NUMBER*:

(B)  DELIVERY AND PAYMENT DATE:

(C)  PRINCIPAL AMOUNT:

(D)  ACCRUED INTEREST:

(E)  DATE OF RECEIPT OF FORM BY THE ADMINISTRATOR:

(F)  DATE OF ACKNOWLEDGMENT BY THE ADMINISTRATOR:

----------
*    To be assigned by the Trustee upon receipt of this Form. An
     acknowledgement, in the form of a copy of this document with the assigned
     Election Number, will be returned to the party and location designated in
     item (8) above.

                                     A-1-29
<Page>

   INSTRUCTIONS FOR COMPLETING SURVIVOR'S OPTION ELECTION FORM AND EXERCISING
                                REPAYMENT OPTION

        Capitalized terms used and not defined herein have the meanings defined
in the accompanying Survivor's Option Election Form.

1.   Collect and retain for a period of at least three years (1) satisfactory
     evidence of the authority of the Authorized Representative, (2)
     satisfactory evidence of death of the Deceased Beneficial Owner, (3)
     satisfactory evidence that the Deceased Beneficial Owner beneficially
     owned, at the time of his or her death, the notes being submitted for
     repayment, (4) satisfactory evidence that the notes being submitted for
     repayment were acquired by the Deceased Beneficial Owner at least twelve
     (12) months before the date of this election, and (5) any necessary tax
     waivers. For purposes of determining whether the notes will be deemed
     beneficially owned by an individual at any given time, the following rules
     shall apply:

     -         If a note (or a portion thereof) is beneficially owned by tenants
          by the entirety or joint tenants, the note (or relevant portion
          thereof) will be regarded as beneficially owned by a single owner.
          Accordingly, the death of a tenant by the entirety or joint tenant
          will be deemed the death of the beneficial owner and the entire
          principal amount so owned will become eligible for repayment.

     -         The death of a person beneficially owning a note (or a portion
          thereof) by tenancy in common will be deemed the death of the
          beneficial owner only with respect to the deceased owner's interest in
          the note (or relevant portion thereof) so owned, unless a husband and
          wife are the tenants in common, in which case the death of either will
          be deemed the death of the beneficial owner and the entire principal
          amount so owned will be eligible for repayment.

     -         A note (or a portion thereof) beneficially owned by a trust will
          be regarded as beneficially owned by each beneficiary of the trust to
          the extent of that beneficiary's interest in the trust (however, a
          trust's beneficiaries collectively cannot be beneficial owners of more
          notes than are owned by the trust). The death of a beneficiary of a
          trust will be deemed the death of the beneficial owner of the notes
          (or relevant portion thereof) beneficially owned by the trust to the
          extent of that beneficiary's interest in the trust. The death of an
          individual who was a tenant by the entirety or joint tenant in a
          tenancy which is the beneficiary of a trust will be deemed the death
          of the beneficiary of the trust. The death of an individual who was a
          tenant in common in a tenancy which is the beneficiary of a trust will
          be deemed the death of the beneficiary of the trust only with respect
          to the deceased holder's beneficial interest in the note, unless a
          husband and wife are the tenants in common, in which case the death of
          either will be deemed the death of the beneficiary of the trust.

     -         The death of a person who, during his or her lifetime, was
          entitled to substantially all of the beneficial interest in a note (or
          a portion thereof) will be deemed the death of the beneficial owner of
          that note (or relevant portion thereof), regardless of the
          registration of ownership, if such beneficial interest can be
          established to the satisfaction of the Trustee. Such beneficial
          interest will exist in many cases of street name or nominee ownership,
          custodial arrangements, ownership by a trustee, ownership under the
          Uniform Transfers of Gifts to Minors Act and community property or
          other joint ownership arrangements between spouses. Beneficial
          interest will be evidenced by such factors as the power to sell or
          otherwise dispose of a note, the right to receive the proceeds of sale
          or disposition and the right to receive interest and principal
          payments on a note.

2.   Indicate the name of the Deceased Beneficial Owner on line (1).

3.   Indicate the date of death of the Deceased Beneficial Owner on line (2).

4.   Indicate the name of the Authorized Representative requesting repayment on
     line (3).

5.   Indicate the name of the Financial Institution requesting repayment on line
     (4).

                                     A-1-30
<Page>

6.   Affix the authorized signature of the Financial Institution's
     representative on line (5). THE SIGNATURE MUST BE MEDALLION SIGNATURE
     GUARANTEED.

7.   Indicate the principal amount of notes to be repaid on line (6).

8.   Indicate the date this Form was completed on line (7).

9.   Indicate the name, mailing address (no P.O. boxes, please), telephone
     number and facsimile-transmission number of the party to whom the
     acknowledgment of this election may be sent in item (8).

10.  Indicate the wire instruction for payment on line (9).

11.  Leave lines (A), (B), (C), (D), (E) and (F) blank.

12.  Mail or otherwise deliver an original copy of the completed Form to:

                              AMACAR Pacific Corp.
                               6525 Morrison Blvd.
                                    Suite 318
                         Charlotte, North Carolina 28211


13.  FACSIMILE TRANSMISSIONS OF THE SURVIVOR'S OPTION ELECTION FORM WILL NOT BE
     ACCEPTED.

14.  If the acknowledgement of the Trustee's receipt of this Form, including the
     assigned Election Number, is not received within ten days of the date such
     information is sent to AMACAR Pacific Corp. contact the Trustee at Hartford
     Life Global Funding c/o Wilmington Trust Company, Rodney Square North, 1100
     North Market Street, Wilmington, Delaware 19890-0001, attention: Corporate
     Trust Administration, telephone number: -.

15.  For assistance with this Form or any questions relating thereto, please
     contact Hartford Life Global Funding c/o AMACAR Pacific Corp., 6525
     Morrison Blvd., Suite 318, Charlotte, North Carolina 28211, telephone
     number: (704) 365-0569, facsimile number (704) 365-1632.

                                     A-1-31

<Page>

                                   EXHIBIT A-2

                        FORM OF INSTITUTIONAL GLOBAL NOTE

<Page>

                                   EXHIBIT A-2
                        FORM OF INSTITUTIONAL GLOBAL NOTE

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

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

REGISTERED NO.:              CUSIP NO.:         PRINCIPAL AMOUNT: U.S. $


                   HARTFORD LIFE GLOBAL FUNDING [_____]-[___]

                            SECURED MEDIUM-TERM NOTES

<Table>
<S>                                                          <C>
Issuance Date:                                               Floating Rate Note: / / Yes / / No. If yes,
Issue Price:                                                          Regular Floating Rate Notes / /
Stated Maturity Date:                                                 Inverse Floating Rate Notes / /
Settlement Date:                                                               Fixed Interest Rate:
Securities Exchange Listing: / / Yes / / No. If yes,                  Floating Rate/ Fixed Rate Notes: / /
         indicate name(s) of Securities Exchange(s):                           Fixed Interest Rate:
         __________________________________.                                   Fixed Rate Commencement Date:
Depositary:                                                           Interest Rate Basis(es):
Authorized Denominations:                                             CD Rate / /
Collateral held in the Trust:  Hartford Life Insurance                CMT Rate / /
   Company Funding Agreement No. -, all proceeds of                            Designated CMT Telerate Page:
   the Funding Agreement and all rights and books and                                  If Telerate Page 7052:
   records pertaining to the foregoing.
</Table>

<Page>

<Table>
<S>                                                          <C>
Additional Amounts to be Paid: / / Yes  / / No                                         / / Weekly Average
Interest Rate or Formula:                                                              / / Monthly Average
Fixed Rate Note: / / Yes / / No. If yes,                                      Designated CMT Maturity Index:
         Interest Rate:                                               Commercial Paper Rate / /
         Interest Payment Dates:                                      Federal Funds Rate / /
         Day Count Convention:                                        LIBOR / /
         Additional/Other Terms:                                               / / LIBOR Reuters Page:
Amortizing Note: / / Yes / / No. If yes,                                       / / LIBOR Moneyline Telerate Page:
         Amortization schedule or formula:                                     LIBOR Currency:
         Additional/Other Terms:                                      Prime Rate / /
Discount Note: / / Yes / / No. If yes,                                Treasury Rate / /
         Total Amount of Discount:                                    Index Maturity:
         Initial Accrual Period of Discount:                          Spread and/or Spread Multiplier:
         Interest Payment Dates:                                      Initial Interest Rate, if any:
         Additional/Other Terms:                                      Initial Interest Reset Date:
Redemption Provisions: / / Yes  / / No. If yes,                       Interest Reset Dates:
         Initial Redemption Date:                                     Interest Determination Date(s):
         Initial Redemption Percentage:                               Interest Payment Dates:
         Annual Redemption Percentage Reduction,                      Maximum Interest Rate, if any:
                 if any:                                              Minimum Interest Rate, if any:
         Additional/Other Terms:                                      Additional/Other Terms:
Repayment Provisions: / / Yes  / / No. If yes,               Regular Record Date(s):
         Repayment Date(s):                                  Sinking Fund:
         Repayment Price:                                    Day Count Convention:
         Additional/Other Terms:                             Specified Currency:
                                                             Exchange Rate Agent:
                                                             Calculation Agent:
                                                             Additional/Other Terms:
</Table>

     The Hartford Life Global Funding Trust designated above (the "Trust"), for
value received, hereby promises to pay to Cede & Co., or its registered assigns,
the Principal Amount specified above on the Stated Maturity Date specified above
and, if so specified above, to pay interest thereon from the Issuance Date
specified above or from the most recent Interest Payment Date specified above to
which interest has been paid or duly provided for at the rate per annum
determined in accordance with the provisions on the reverse hereof and as
specified above, until the principal hereof is paid or made available for
payment. Unless otherwise specified above, payments of principal, premium, if
any, and interest hereon will be made in the lawful currency of the United
States of America ("U.S. Dollars" or "United States dollars"). If the Specified
Currency specified above is other than U.S. Dollars, the Holder (as defined in
the Indenture) shall receive such payments in such Foreign Currency (as
hereinafter defined). The "Principal Amount" of this Note at any time means (1)
if this Note is a Discount Note (as hereinafter defined), the Amortized Face
Amount (as hereinafter defined) at such time (as defined in SECTION 3(c) on the
reverse hereof) and (2) in all other cases, the Principal Amount hereof.
Capitalized

                                      A-2-2
<Page>

terms not otherwise defined herein shall have their meanings set forth in the
Indenture, dated as of the date of the Pricing Supplement (as defined in the
Indenture) (the "Indenture"), between JPMorgan Chase Bank, as the indenture
trustee (the "Indenture Trustee"), and the Trust, or on the face hereof.

     This Note will mature on the Stated Maturity Date, unless its principal (or
any installment of its principal) becomes due and payable prior to the Stated
Maturity Date, whether, as applicable, by the declaration of acceleration of
maturity, notice of redemption by the Trust or otherwise (the Stated Maturity
Date or any date prior to the Stated Maturity Date on which this Note becomes
due and payable, as the case may be, is referred to as the "Maturity Date").

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

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

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

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

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

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

                                      A-2-3
<Page>

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

                                      A-2-4
<Page>

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


                                    THE HARTFORD LIFE GLOBAL FUNDING TRUST
                                    SPECIFIED ON THE FACE OF THIS NOTE

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


                                    By:
                                        --------------------------------
                                        Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

     This is one of the Notes of the Hartford Life Global Funding Trust
specified on the face of this Note and referred to in the within-mentioned
Indenture.

                                    JPMORGAN CHASE BANK
                                    As Indenture Trustee

Dated: Issuance Date

                                    By:
                                        --------------------------------
                                        Authorized Signatory

                                      A-2-5
<Page>

                                [REVERSE OF NOTE]

SECTION 1. GENERAL. This Note is one of a duly authorized issue of Notes of the
Trust. The Notes are issued pursuant to the Indenture.

SECTION 2. CURRENCY.

     (a) Unless specified otherwise on the face hereof, this Note is denominated
in, and payments of principal, premium, if any, and/or interest, if any, will be
made in U.S. Dollars. If specified as the Specified Currency, this Note may be
denominated in, and payments of principal, premium, if any, and/or interest, if
any, may be made in a single currency other than U.S. Dollars (a "Foreign
Currency"). If this Note is denominated in a Foreign Currency, the Holder of
this Note is required to pay for this Note in the Specified Currency.

     (b) Unless specified otherwise on the face hereof, if this Note is
denominated in a Foreign Currency, the Trust is obligated to make payments of
principal of, and premium, if any, and interest, if any, on, this Note in the
Specified Currency. Any amounts so payable by the Trust in the Specified
Currency will be converted by the Exchange Rate Agent into U.S. Dollars for
payment to the Holder hereof unless otherwise specified on the face of this Note
or the Holder elects, in the manner described below, to receive these amounts in
the Specified Currency. If this Note is denominated in a Foreign Currency, any
U.S. Dollar amount to be received by the Holder hereof will be based on the bid
quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 A.M., New York City time, on the second Business Day
preceding the applicable payment date from a recognized foreign exchange dealer
(which may be the Exchange Rate Agent) selected by the Exchange Rate Agent and
approved by the Trust for the purchase by the quoting dealer of the Specified
Currency for U.S. Dollars for settlement on that payment date in the aggregate
amount of the Specified Currency payable to all Holders of the Notes scheduled
to receive U.S. Dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by the Holders of
the Notes by deductions from any payments. If three bid quotations are not
available, payments will be made in the Specified Currency. If this Note is
denominated in a Foreign Currency, the Holder of this Note may elect to receive
all or a specified portion of any payment of principal, premium, if any, and/or
interest, if any, in the Specified Currency by submitting a written request to
the Indenture Trustee at its Corporate Trust Office in The City of New York on
or prior to the applicable Regular Record Date or at least 15 calendar days
prior to the Maturity Date, as the case may be. This written request may be
mailed or hand delivered or sent by cable, telex or other form of facsimile
transmission. This election will remain in effect until revoked by written
notice delivered to the Indenture Trustee on or prior to a Regular Record Date
or at least 15 calendar days prior to the Maturity Date, as the case may be. The
Holder of a Note denominated in a Foreign Currency to be held in the name of a
broker or nominee should contact their broker or nominee to determine whether
and how an election to receive payments in the Specified Currency may be made.
Unless specified otherwise on the face hereof, if the Specified Currency is
other than U.S. Dollars, a beneficial owner of a Note represented by a Note
which elects to receive payments of principal, premium, if any, and/or interest,
if any, in the Specified Currency must notify the participant through which it
owns its interest on or prior

                                      A-2-6
<Page>

to the applicable Regular Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be, of its election. The applicable participant
must notify DTC of its election on or prior to the third Business Day after the
applicable Regular Record Date or at least 12 calendar days prior to the
Maturity Date, as the case may be, and DTC will notify the Indenture Trustee of
that election on or prior to the fifth Business Day after the applicable Regular
Record Date or at least ten calendar days prior the Maturity Date, as the case
may be. If complete instructions are received by the participant from the
applicable beneficial owner and forwarded by the participant to DTC, and by DTC
to the Indenture Trustee, on or prior to such dates, then the applicable
beneficial owner will receive payments in the Specified Currency.

     (c) The Trust will indemnify the Holder hereof against any loss incurred as
a result of any judgment or order being given or made for any amount due under
this Note and that judgment or order requiring payment in a currency (the
"Judgment Currency") other than the Specified Currency, and as a result of any
variation between: (i) the rate of exchange at which the Specified Currency
amount is converted into the Judgment Currency for the purpose of that judgment
or order; and (ii) the rate of exchange at which the Holder, on the date of
payment of that judgment or order, is able to purchase the Specified Currency
with the amount of the Judgment Currency actually received.

     (d) Unless otherwise specified on the face hereof, if payment hereon is
required to be made in a Foreign Currency and such currency is unavailable due
to the imposition of exchange controls or other circumstances beyond the Trust's
control, then the Trust will be entitled to make payments with respect hereto in
U.S. Dollars on the basis of the Market Exchange Rate (as hereinafter defined),
computed by the Exchange Rate Agent, on the second Business Day prior to the
particular payment or, if the Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate.

     (e) The "Market Exchange Rate" for the Foreign Currency shall mean the noon
dollar buying rate in The City of New York for cable transfers for the Foreign
Currency as certified for customs purposes (or, if not so certified, as
otherwise determined) by the Federal Reserve Bank of New York.

     (f) All determinations made by the Exchange Rate Agent shall be at its sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and binding on the Holder hereof.

     (g) All costs of exchange in respect of this Note, if denominated in a
Foreign Currency, will be borne by the Holder hereof.

SECTION 3. DETERMINATION OF INTEREST RATE AND CERTAIN OTHER TERMS.

     (a)  FIXED RATE NOTES. If this Note is specified on the face hereof as a
          "Fixed Rate Note":

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

                                      A-2-7
<Page>

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

<Table>
<Caption>
                INTEREST PAYMENT FREQUENCY                INTEREST PAYMENT DATES
                -------------------------------           ----------------------------------------
                <S>                                       <C>
                Monthly                                   Fifteenth day of each calendar month,
                                                          beginning in the first calendar month
                                                          following the month this Note was issued.

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

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

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

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

     (b)  FLOATING RATE NOTES. If this Note is specified on the face hereof as a
          "Floating Rate Note":

          (i)    INTEREST RATE BASIS. Interest on this Note will be determined
          by reference to the applicable Interest Rate Basis or Interest Rate
          Bases, which may, as described below, include the CD Rate, the CMT
          Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the
          Prime Rate or the Treasury Rate (each as defined below).

          (ii)   EFFECTIVE RATE. The rate derived from the applicable Interest
          Rate Basis will be determined in accordance with the related
          provisions below. The interest rate in effect on each day will be
          based on: (1) if that day is an Interest Reset Date, the rate
          determined as of the Interest Determination Date immediately preceding
          that Interest Reset Date; or (2) if that day is not an Interest Reset
          Date, the rate determined as of the Interest Determination Date
          immediately preceding the most recent Interest Reset Date.

          (iii)  SPREAD; SPREAD MULTIPLIER; INDEX MATURITY. The "Spread" is the
          number of basis points (one one-hundredth of a percentage point)
          specified on the face hereof to be added to or subtracted from the
          related Interest Rate Basis or Interest Rate Bases applicable to this
          Note. The "Spread Multiplier" is the percentage specified on the face
          hereof of the related Interest Rate Basis or Interest Rate Bases
          applicable to this

                                      A-2-8
<Page>

          Note by which the Interest Rate Basis or Interest Rate Bases will be
          multiplied to determine the applicable interest rate. The "Index
          Maturity" is the period to maturity of the instrument or obligation
          with respect to which the related Interest Rate Basis or Interest Rate
          Bases will be calculated.

          (iv)   REGULAR FLOATING RATE NOTE. Unless this Note is specified on
          the face hereof as a Floating Rate/Fixed Rate Note or an Inverse
          Floating Rate Note, this Note (a "Regular Floating Rate Note") will
          bear interest at the rate determined by reference to the applicable
          Interest Rate Basis or Interest Rate Bases: (1) plus or minus the
          applicable Spread, if any; and/or (2) multiplied by the applicable
          Spread Multiplier, if any. Commencing on the first Interest Reset
          Date, the rate at which interest on this Regular Floating Rate Note is
          payable will be reset as of each Interest Reset Date; PROVIDED,
          HOWEVER, that the interest rate in effect for the period, if any, from
          the Issuance Date to the first Interest Reset Date will be the Initial
          Interest Rate.

          (v)    FLOATING RATE/FIXED RATE NOTES. If this Note is specified on
          the face hereof as a "Floating Rate/Fixed Rate Note", this Note will
          bear interest at the rate determined by reference to the applicable
          Interest Rate Basis or Interest Rate Bases: (1) plus or minus the
          applicable Spread, if any; and/or (2) multiplied by the applicable
          Spread Multiplier, if any. Commencing on the first Interest Reset
          Date, the rate at which this Floating Rate/Fixed Rate Note is payable
          will be reset as of each Interest Reset Date; PROVIDED, HOWEVER, that:
          (A) the interest rate in effect for the period, if any, from the
          Issuance Date to the first Interest Reset Date will be the Initial
          Interest Rate specified on the face hereof; and (B) the interest rate
          in effect commencing on the Fixed Rate Commencement Date will be the
          Fixed Interest Rate, if specified on the face hereof, or, if not so
          specified, the interest rate in effect on the day immediately
          preceding the Fixed Rate Commencement Date.

          (vi)   INVERSE FLOATING RATE NOTES. If this Note is specified on the
          face hereof as an "Inverse Floating Rate Note", this Note will bear
          interest at the Fixed Interest Rate minus the rate determined by
          reference to the applicable Interest Rate Basis or Interest Rate
          Bases: (1) plus or minus the applicable Spread, if any; and/or (2)
          multiplied by the applicable Spread Multiplier, if any; PROVIDED,
          HOWEVER, that interest on this Inverse Floating Rate Note will not be
          less than zero. Commencing on the first Interest Reset Date, the rate
          at which interest on this Inverse Floating Rate Note is payable will
          be reset as of each Interest Reset Date; PROVIDED, HOWEVER, that the
          interest rate in effect for the period, if any, from the Issuance Date
          to the first Interest Reset Date will be the Initial Interest Rate.

          (vii)  INTEREST RESET DATES. The period between Interest Reset Dates
          will be the "Interest Reset Period." Unless otherwise specified on the
          face hereof, the Interest Reset Dates will be, in the case of this
          Floating Rate Note if by its terms it resets: (1) daily--each Business
          Day; (2) weekly--the Wednesday of each week, with the exception of any
          weekly reset Floating Rate Note as to which the Treasury Rate is an
          applicable Interest Rate Basis, which will reset the Tuesday of each
          week; (3) monthly--the fifteenth day of each calendar month; (4)
          quarterly--the fifteenth day of March, June, September and December of
          each year; (5) semi-annually--the

                                      A-2-9
<Page>

          fifteenth day of the two months of each year specified on the face
          hereof; and (6) annually--the fifteenth day of the month of each year
          specified on the face hereof; PROVIDED, HOWEVER, that, with respect to
          a Floating Rate/Fixed Rate Note, the rate of interest thereon will not
          reset after the particular Fixed Rate Commencement Date. If any
          Interest Reset Date for this Floating Rate Note would otherwise be a
          day that is not a Business Day, the particular Interest Reset Date
          will be postponed to the next succeeding Business Day, except that in
          the case of a Floating Rate Note as to which LIBOR is an applicable
          Interest Rate Basis and that Business Day falls in the next succeeding
          calendar month, the particular Interest Reset Date will be the
          immediately preceding Business Day.

          (viii) INTEREST DETERMINATION DATES. The interest rate applicable to a
          Floating Rate Note for an Interest Reset Period commencing on the
          related Interest Reset Date will be determined by reference to the
          applicable Interest Rate Basis as of the particular "Interest
          Determination Date", which will be: (1) with respect to the Commercial
          Paper Rate, Federal Funds Rate and the Prime Rate--the Business Day
          immediately preceding the related Interest Reset Date; (2) with
          respect to the CD Rate and the CMT Rate--the second Business Day
          preceding the related Interest Reset Date; (3) with respect to
          LIBOR--the second Business Day preceding the related Interest Reset
          Date; and (4) with respect to the Treasury Rate--the day of the week
          in which the related Interest Reset Date falls on which day Treasury
          Bills (as defined below) are normally auctioned (i.e., Treasury Bills
          are normally sold at auction on Monday of each week, unless that day
          is a legal holiday, in which case the auction is normally held on the
          following Tuesday, except that the auction may be held on the
          preceding Friday); PROVIDED, HOWEVER, that if an auction is held on
          the Friday of the week preceding the related Interest Reset Date, the
          Interest Determination Date will be the preceding Friday. The Interest
          Determination Date pertaining to a Floating Rate Note, the interest
          rate of which is determined with reference to two or more Interest
          Rate Bases, will be the latest Business Day which is at least two
          Business Days before the related Interest Reset Date for the
          applicable Floating Rate Note on which each Interest Reset Basis is
          determinable.

          (ix)   CALCULATION DATES. The interest rate applicable to each
          Interest Reset Period will be determined by the Calculation Agent on
          or prior to the Calculation Date (as defined below), except with
          respect to LIBOR, which will be determined on the particular Interest
          Determination Date. Upon request of the Holder of a Floating Rate
          Note, the Calculation Agent will disclose the interest rate then in
          effect and, if determined, the interest rate that will become
          effective as a result of a determination made for the next succeeding
          Interest Reset Date with respect to such Floating Rate Note. The
          "Calculation Date", if applicable, pertaining to any Interest
          Determination Date will be the earlier of: (1) the tenth calendar day
          after the particular Interest Determination Date or, if such day is
          not a Business Day, the next succeeding Business Day; or (2) the
          Business Day immediately preceding the applicable Interest Payment
          Date or the Maturity Date, as the case may be.

          (x)    MAXIMUM OR MINIMUM INTEREST RATE. If specified on the face
          hereof, this Note may have either or both of a Maximum Interest Rate
          or a Minimum Interest Rate. If a

                                     A-2-10
<Page>

          Maximum Interest Rate is so designated, the interest rate for a
          Floating Rate Note cannot ever exceed such Maximum Interest Rate and
          in the event that the interest rate on any Interest Reset Date would
          exceed such Maximum Interest Rate (as if no Maximum Interest Rate were
          in effect) then the interest rate on such Interest Reset Date shall be
          the Maximum Interest Rate. If a Minimum Interest Rate is so
          designated, the interest rate for a Floating Rate Note cannot ever be
          less than such Minimum Interest Rate and in the event that the
          interest rate on any Interest Reset Date would be less than such
          Minimum Interest Rate (as if no Minimum Interest Rate were in effect)
          then the interest rate on such Interest Reset Date shall be the
          Minimum Interest Rate. Notwithstanding anything to the contrary
          contained herein, the interest rate on a Floating Rate Note shall not
          exceed the maximum interest rate permitted by applicable law.

          (xi)   INTEREST PAYMENTS. Unless otherwise specified on the face
          hereof, the Interest Payment Dates will be, in the case of a Floating
          Rate Note which resets: (1) daily, weekly or monthly--the fifteenth
          day of each calendar month or on the fifteenth day of March, June,
          September and December of each year, as specified on the face hereof;
          (2) quarterly--the fifteenth day of March, June, September and
          December of each year; (3) semi-annually--the fifteenth day of the two
          months of each year specified on the face hereof; and (4)
          annually--the fifteenth day of the month of each year as specified on
          the face hereof. In addition, the Maturity Date will also be an
          Interest Payment Date. If any Interest Payment Date other than the
          Maturity Date for this Floating Rate Note would otherwise be a day
          that is not a Business Day, such Interest Payment Date will be
          postponed to the next succeeding Business Day, except that in the case
          of a Floating Rate Note as to which LIBOR is an applicable Interest
          Rate Basis and that Business Day falls in the next succeeding calendar
          month, the particular Interest Payment Date will be the immediately
          preceding Business Day. If the Maturity Date of a Floating Rate Note
          falls on a day that is not a Business Day, the Trust will make the
          required payment of principal, premium, if any, and interest or other
          amounts on the next succeeding Business Day, and no additional
          interest will accrue in respect of the payment made on that next
          succeeding Business Day.

          (xii)  ROUNDING. Unless otherwise specified on the face hereof, all
          percentages resulting from any calculation on this Floating Rate Note
          will be rounded to the nearest one hundred-thousandth of a percentage
          point, with five one-millionths of a percentage point rounded upwards.
          All dollar amounts used in or resulting from any calculation on this
          Floating Rate Note will be rounded, in the case of U.S. Dollars, to
          the nearest cent or, in the case of a Foreign Currency, to the nearest
          unit (with one-half cent or unit being rounded upwards).

          (xiii) INTEREST FACTOR. With respect to a Floating Rate Note, accrued
          interest is calculated by multiplying the principal amount of such
          Note by an accrued interest factor. The accrued interest factor is
          computed by adding the interest factor calculated for each day in the
          particular Interest Reset Period. The interest factor for each day
          will be computed by dividing the interest rate applicable to such day
          by 360, in the case of a Floating Rate Note as to which the CD Rate,
          the Commercial Paper Rate, the Federal Funds Rate, LIBOR or the Prime
          Rate is an applicable Interest Rate Basis,

                                     A-2-11
<Page>

          or by the actual number of days in the year, in the case of a Floating
          Rate Note as to which the CMT Rate or the Treasury Rate is an
          applicable Interest Rate Basis. The interest factor for a Floating
          Rate Note as to which the interest rate is calculated with reference
          to two or more Interest Rate Bases will be calculated in each period
          in the same manner as if only the Interest Rate Basis specified under
          "Additional/Other Terms" applied.

          (xiv)  DETERMINATION OF INTEREST RATE BASIS. The Calculation Agent
          shall determine the rate derived from each Interest Rate Basis in
          accordance with the following provisions.

               (1) CD RATE NOTES. If the Interest Rate Basis is the CD Rate,
               this Note shall be deemed a "CD Rate Note." Unless otherwise
               specified on the face hereof, "CD Rate" means, from the Issuance
               Date to the first Interest Reset Date, the Initial Interest Rate,
               if any, and thereafter:

                    (A) the rate on the particular Interest Determination Date
                    for negotiable United States dollar certificates of deposit
                    having the Index Maturity specified on the face hereof as
                    published in H.15(519) (as defined below) under the caption
                    "CDs (secondary market)"; or

                    (B) if the rate referred to in clause (A) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date for negotiable United States dollar
                    certificates of deposit of the particular Index Maturity as
                    published in H.15 Daily Update (as defined below), or other
                    recognized electronic source used for the purpose of
                    displaying the applicable rate, under the caption "CDs
                    (secondary market)"; or

                    (C) if the rate referred to in clause (B) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date calculated by the Calculation Agent as
                    the arithmetic mean of the secondary market offered rates as
                    of 10:00 A.M., New York City time, on that Interest
                    Determination Date, of three leading non-bank dealers in
                    negotiable United States dollar certificates of deposit in
                    The City of New York (which may include the purchasing agent
                    or its affiliates) selected by the Calculation Agent for
                    negotiable United States dollar certificates of deposit of
                    major United States money market banks for negotiable United
                    States certificates of deposit with a remaining maturity
                    closest to the particular Index Maturity in an amount that
                    is representative for a single transaction in that market at
                    that time; or

                    (D) if the dealers so selected by the Calculation Agent are
                    not quoting as mentioned in clause (C), the CD Rate in
                    effect on the particular Interest Determination Date.

                                     A-2-12
<Page>

               "H.15(519)" means the weekly statistical release designated as
               H.15(519), or any successor publication, published by the Board
               of Governors of the Federal Reserve System.

               "H.15 Daily Update" means the daily update of H.15(519),
               available through the world-wide-web site of the Board of
               Governors of the Federal Reserve System at
               http//www.federalreserve.gov/releases/H15/update, or any
               successor site or publication.

               (2) CMT RATE NOTES. If the Interest Rate Basis is the CMT Rate,
               this Note shall be deemed a "CMT Rate Note." Unless otherwise
               specified on the face hereof, "CMT Rate" means, from the Issuance
               Date to the first Interest Reset Date, the Initial Interest Rate,
               if any, and thereafter:

                    (A) if CMT Moneyline Telerate Page 7051 is specified on the
                    face hereof:

                         i.    the percentage equal to the yield for United
                               States Treasury securities at "constant maturity"
                               having the Index Maturity specified on the face
                               hereof as published in H.15(519) under the
                               caption "Treasury Constant Maturities", as the
                               yield is displayed on Moneyline Telerate (or any
                               successor service) on page 7051 (or any other
                               page as may replace the specified page on that
                               service) ("Moneyline Telerate Page 7051"), for
                               the particular Interest Determination Date; or

                         ii.   if the rate referred to in clause (i) does not so
                               appear on Moneyline Telerate Page 7051, the
                               percentage equal to the yield for United States
                               Treasury securities at "constant maturity" having
                               the particular Index Maturity and for the
                               particular Interest Determination Date as
                               published in H.15(519) under the caption
                               "Treasury Constant Maturities"; or

                         iii.  if the rate referred to in clause (ii) does not
                               so appear in H.15(519), the rate on the
                               particular Interest Determination Date for the
                               period of the particular Index Maturity as may
                               then be published by either the Federal Reserve
                               System Board of Governors or the United States
                               Department of the Treasury that the Calculation
                               Agent determines to be comparable to the rate
                               which would otherwise have been published in
                               H.15(519); or

                         iv.   if the rate referred to in clause (iii) is not so
                               published, the rate on the particular Interest
                               Determination Date calculated by the Calculation
                               Agent as a yield to maturity based on the
                               arithmetic mean of the secondary market bid
                               prices at approximately 3:30 P.M., New York City
                               time, on that Interest

                                     A-2-13
<Page>

                               Determination Date of three leading primary
                               United States government securities dealers in
                               The City of New York (which may include the
                               purchasing agent or its affiliates) (each, a
                               "Reference Dealer") selected by the Calculation
                               Agent from five Reference Dealers selected by the
                               Calculation Agent and eliminating the highest
                               quotation, or, in the event of equality, one of
                               the highest, and the lowest quotation or, in the
                               event of equality, one of the lowest, for United
                               States Treasury securities with an original
                               maturity equal to the particular Index Maturity,
                               a remaining term to maturity no more than one
                               year shorter than that Index Maturity and in a
                               principal amount that is representative for a
                               single transaction in the securities in that
                               market at that time; or

                         v.    if fewer than five but more than two of the
                               prices referred to in clause (iv) are provided as
                               requested, the rate on the particular Interest
                               Determination Date calculated by the Calculation
                               Agent based on the arithmetic mean of the bid
                               prices obtained and neither the highest nor the
                               lowest of the quotations shall be eliminated; or

                         vi.   if fewer than three prices referred to in clause
                               (iv) are provided as requested, the rate on the
                               particular Interest Determination Date calculated
                               by the Calculation Agent as a yield to maturity
                               based on the arithmetic mean of the secondary
                               market bid prices as of approximately 3:30 P.M.,
                               New York City time, on that Interest
                               Determination Date of three Reference Dealers
                               selected by the Calculation Agent from five
                               Reference Dealers selected by the Calculation
                               Agent and eliminating the highest quotation or,
                               in the event of equality, one of the highest and
                               the lowest quotation or, in the event of
                               equality, one of the lowest, for United States
                               Treasury securities with an original maturity
                               greater than the particular Index Maturity, a
                               remaining term to maturity closest to that Index
                               Maturity and in a principal amount that is
                               representative for a single transaction in the
                               securities in that market at that time; or

                         vii.  if fewer than five but more than two prices
                               referred to in clause (vi) are provided as
                               requested, the rate on the particular Interest
                               Determination Date calculated by the Calculation
                               Agent based on the arithmetic mean of the bid
                               prices obtained and neither the highest nor the
                               lowest of the quotations will be eliminated; or

                         viii. if fewer than three prices referred to in clause
                               (vi) are provided as requested, the CMT Rate in
                               effect on the particular Interest Determination
                               Date; or

                                     A-2-14
<Page>

                    (B) if CMT Moneyline Telerate Page 7052 is specified on the
                    face hereof:

                         i.    the percentage equal to the one-week or
                               one-month, as specified on the face hereof,
                               average yield for United States Treasury
                               securities at "constant maturity" having the
                               Index Maturity specified on the face hereof as
                               published in H.15(519) opposite the caption
                               "Treasury Constant Maturities", as the yield is
                               displayed on Moneyline Telerate (or any successor
                               service) (on page 7052 or any other page as may
                               replace the specified page on that service)
                               ("Moneyline Telerate Page 7052"), for the week or
                               month, as applicable, ended immediately preceding
                               the week or month, as applicable, in which the
                               particular Interest Determination Date falls; or

                         ii.   if the rate referred to in clause (i) does not so
                               appear on Moneyline Telerate Page 7052, the
                               percentage equal to the one-week or one-month, as
                               specified on the face hereof, average yield for
                               United States Treasury securities at "constant
                               maturity" having the particular Index Maturity
                               and for the week or month, as applicable,
                               preceding the particular Interest Determination
                               Date as published in H.15(519) opposite the
                               caption "Treasury Constant Maturities"; or

                         iii.  if the rate referred to in clause (ii) does not
                               so appear in H.15(519), the one-week or
                               one-month, as specified on the face hereof,
                               average yield for United States Treasury
                               securities at "constant maturity" having the
                               particular Index Maturity as otherwise announced
                               by the Federal Reserve Bank of New York for the
                               week or month, as applicable, ended immediately
                               preceding the week or month, as applicable, in
                               which the particular Interest Determination Date
                               falls; or

                         iv.   if the rate referred to in clause (iii) is not so
                               published, the rate on the particular Interest
                               Determination Date calculated by the Calculation
                               Agent as a yield to maturity based on the
                               arithmetic mean of the secondary market bid
                               prices at approximately 3:30 P.M., New York City
                               time, on that Interest Determination Date of
                               three Reference Dealers selected by the
                               Calculation Agent from five Reference Dealers
                               selected by the Calculation Agent and eliminating
                               the highest quotation, or, in the event of
                               equality, one of the highest, and the lowest
                               quotation or, in the event of equality, one of
                               the lowest, for United States Treasury securities
                               with an original maturity equal to the particular
                               Index Maturity, a remaining term to maturity no
                               more than one year shorter than that Index
                               Maturity and in a principal amount that is
                               representative for a single transaction in the
                               securities in that market at that time; or

                                     A-2-15
<Page>

                         v.    if fewer than five but more than two of the
                               prices referred to in clause (iv) are provided as
                               requested, the rate on the particular Interest
                               Determination Date calculated by the Calculation
                               Agent based on the arithmetic mean of the bid
                               prices obtained and neither the highest nor the
                               lowest of the quotations shall be eliminated; or

                         vi.   if fewer than three prices referred to in clause
                               (iv) are provided as requested, the rate on the
                               particular Interest Determination Date calculated
                               by the Calculation Agent as a yield to maturity
                               based on the arithmetic mean of the secondary
                               market bid prices as of approximately 3:30 P.M.,
                               New York City time, on that Interest
                               Determination Date of three Reference Dealers
                               selected by the Calculation Agent from five
                               Reference Dealers selected by the Calculation
                               Agent and eliminating the highest quotation or,
                               in the event of equality, one of the highest and
                               the lowest quotation or, in the event of
                               equality, one of the lowest, for United States
                               Treasury securities with an original maturity
                               greater than the particular Index Maturity, a
                               remaining term to maturity closest to that Index
                               Maturity and in a principal amount that is
                               representative for a single transaction in the
                               securities in that market at the time; or

                         vii.  if fewer than five but more than two prices
                               referred to in clause (vi) are provided as
                               requested, the rate on the particular Interest
                               Determination Date calculated by the Calculation
                               Agent based on the arithmetic mean of the bid
                               prices obtained and neither the highest nor the
                               lowest of the quotations will be eliminated; or

                         viii. if fewer than three prices referred to in clause
                               (vi) are provided as requested, the CMT Rate in
                               effect on that Interest Determination Date.

                    If two United States Treasury securities with an original
                    maturity greater than the Index Maturity specified on the
                    face hereof have remaining terms to maturity equally close
                    to the particular Index Maturity, the quotes for the United
                    States Treasury security with the shorter original remaining
                    term to maturity will be used.

               (3) COMMERCIAL PAPER RATE NOTES. If the Interest Rate Basis is
               the Commercial Paper Rate, this Note shall be deemed a
               "Commercial Paper Rate Note." Unless otherwise specified on the
               face hereof, "Commercial Paper Rate" means, from the Issuance
               Date to the first Interest Reset Date, the Initial Interest Rate,
               if any, and thereafter:

                                     A-2-16
<Page>

                    (A) the Money Market Yield (as defined below) on the
                    particular Interest Determination Date of the rate for
                    commercial paper having the Index Maturity specified on the
                    face hereof as published in H.15(519) under the caption
                    "Commercial Paper--Nonfinancial"; or

                    (B) if the rate referred to in clause (A) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the Money Market Yield of the rate on the
                    particular Interest Determination Date for commercial paper
                    having the particular Index Maturity as published in H.15
                    Daily Update, or such other recognized electronic source
                    used for the purpose of displaying the applicable rate,
                    under the caption "Commercial Paper--Nonfinancial"; or

                    (C) if the rate referred to in clause (B) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date calculated by the Calculation Agent as
                    the Money Market Yield of the arithmetic mean of the offered
                    rates at approximately 11:00 A.M., New York City time, on
                    that Interest Determination Date of three leading dealers of
                    United States dollar commercial paper in The City of New
                    York (which may include the purchasing agent or its
                    affiliates) selected by the Calculation Agent for commercial
                    paper having the particular Index Maturity placed for
                    industrial issuers whose bond rating is "Aa", or the
                    equivalent, from a nationally recognized statistical rating
                    organization; or

                    (D) if the dealers so selected by the Calculation Agent are
                    not quoting as mentioned in clause (C), the Commercial Paper
                    Rate in effect on the particular Interest Determination
                    Date.

               "Money Market Yield" means a yield (expressed as a percentage)
               calculated in accordance with the following formula:

                    Money Market Yield =       D X 360       X 100
                                          -----------------
                                            360 - (D X M)

               where "D" refers to the applicable per annum rate for commercial
               paper quoted on a bank discount basis and expressed as a decimal,
               and "M" refers to the actual number of days in the applicable
               Interest Reset Period.

               (4) FEDERAL FUNDS RATE NOTES. If the Interest Rate Basis is the
               Federal Funds Rate, this Note shall be deemed a "Federal Funds
               Rate Note." Unless otherwise specified on the face hereof,
               "Federal Funds Rate" means, from the Issuance Date to the first
               Interest Reset Date, the Initial Interest Rate, if any, and
               thereafter:

                    (A) the rate on the particular Interest Determination Date
                    for United States dollar federal funds as published in
                    H.15(519) under the caption "Federal Funds (Effective)" and
                    displayed on Moneyline Telerate (or any successor

                                     A-2-17
<Page>

                    service) on page 120 (or any other page as may replace the
                    specified page on that service) ("Moneyline Telerate Page
                    120"); or

                    (B) if the rate referred to in clause (A) does not so appear
                    on Moneyline Telerate Page 120 or is not so published by
                    3:00 P.M., New York City time, on the related Calculation
                    Date, the rate on the particular Interest Determination Date
                    for United States dollar federal funds as published in H.15
                    Daily Update, or such other recognized electronic source
                    used for the purpose of displaying the applicable rate,
                    under the caption "Federal Funds (Effective)"; or

                    (C) if the rate referred to in clause (B) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date calculated by the Calculation Agent as
                    the arithmetic mean of the rates for the last transaction in
                    overnight United States dollar federal funds arranged by
                    three leading brokers of United States dollar federal funds
                    transactions in The City of New York (which may include the
                    purchasing agent or its affiliates) selected by the
                    Calculation Agent prior to 9:00 A.M., New York City time, on
                    that Interest Determination Date; or

                    (D) if the brokers so selected by the Calculation Agent are
                    not quoting as mentioned in clause (C), the Federal Funds
                    Rate in effect on the particular Interest Determination
                    Date.

               (5) LIBOR NOTES. If the Interest Rate Basis is LIBOR, this Note
               shall be deemed a "LIBOR Note." Unless otherwise specified on the
               face hereof, "LIBOR" means, from the Issuance Date to the first
               Interest Reset Date, the Initial Interest Rate, if any, and
               thereafter:

                    (A) if "LIBOR Moneyline Telerate" is specified on the face
                    hereof or if neither "LIBOR Reuters" nor "LIBOR Moneyline
                    Telerate" is specified on the face hereof as the method for
                    calculating LIBOR, the rate for deposits in the LIBOR
                    Currency (as defined below) having the Index Maturity
                    specified on the face hereof, commencing on the related
                    Interest Reset Date, that appears on the LIBOR Page (as
                    defined below) as of 11:00 A.M., London time, on the
                    particular Interest Determination Date; or

                    (B) if "LIBOR Reuters" is specified on the face hereof, the
                    arithmetic mean of the offered rates, calculated by the
                    Calculation Agent, or the offered rate, if the LIBOR Page by
                    its terms provides only for a single rate, for deposits in
                    the LIBOR Currency having the particular Index Maturity,
                    commencing on the related Interest Reset Date, that appear
                    or appears, as the case may be, on the LIBOR Page as of
                    11:00 A.M., London time, on the particular Interest
                    Determination Date; or

                                     A-2-18
<Page>

                    (C) if fewer than two offered rates appear, or no rate
                    appears, as the case may be, on the particular Interest
                    Determination Date on the LIBOR Page as specified in clause
                    (A) or (B), as applicable, the rate calculated by the
                    Calculation Agent as the arithmetic mean of at least two
                    offered quotations obtained by the Calculation Agent after
                    requesting the principal London offices of each of four
                    major reference banks (which may include affiliates of the
                    purchasing agent) in the London interbank market to provide
                    the Calculation Agent with its offered quotation for
                    deposits in the LIBOR Currency for the period of the
                    particular Index Maturity, commencing on the related
                    Interest Reset Date, to prime banks in the London interbank
                    market at approximately 11:00 A.M., London time, on that
                    Interest Determination Date and in a principal amount that
                    is representative for a single transaction in the LIBOR
                    Currency in that market at that time; or

                    (D) if fewer than two offered quotations referred to in
                    clause (C) are provided as requested, the rate calculated by
                    the Calculation Agent as the arithmetic mean of the rates
                    quoted at approximately 11:00 A.M., in the applicable
                    Principal Financial Center, on the particular Interest
                    Determination Date by three major banks (which may include
                    affiliates of the purchasing agent) in that Principal
                    Financial Center selected by the Calculation Agent for loans
                    in the LIBOR Currency to leading European banks, having the
                    particular Index Maturity and in a principal amount that is
                    representative for a single transaction in the LIBOR
                    Currency in that market at that time; or

                    (E) if the banks so selected by the Calculation Agent are
                    not quoting as mentioned in clause (D), LIBOR in effect on
                    the particular Interest Determination Date.

               "LIBOR Currency" means the currency specified on the face hereof
               as to which LIBOR shall be calculated or, if no currency is
               specified on the face hereof, United States dollars.

               "LIBOR Page" means either: (1) if "LIBOR Reuters" is specified on
               the face hereof, the display on the Reuter Monitor Money Rates
               Service (or any successor service) on the page specified on the
               face hereof (or any other page as may replace that page on that
               service) for the purpose of displaying the London interbank rates
               of major banks for the LIBOR Currency; or (2) if "LIBOR Moneyline
               Telerate" is specified on the face hereof or neither "LIBOR
               Reuters" nor "LIBOR Moneyline Telerate" is specified on the face
               hereof as the method for calculating LIBOR, the display on
               Moneyline Telerate (or any successor service) on the page
               specified on the face hereof (or any other page as may replace
               such page on such service), or if no such page is specified, on
               the Moneyline Telerate (or any successor service) page generally
               used for the purpose of displaying the London interbank rates of
               major banks for the LIBOR Currency.

                                     A-2-19
<Page>

               (6) PRIME RATE NOTES. If the Interest Rate Basis is the Prime
               Rate, this Note shall be deemed a "Prime Rate Note." Unless
               otherwise specified on the face hereof, "Prime Rate" means, from
               the Issuance Date to the first Interest Reset Date, the Initial
               Interest Rate, if any, and thereafter:

                    (A) the rate on the particular Interest Determination Date
                    as published in H.15(519) under the caption "Bank Prime
                    Loan"; or

                    (B) if the rate referred to in clause (A) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date as published in H.15 Daily Update, or
                    such other recognized electronic source used for the purpose
                    of displaying the applicable rate, under the caption "Bank
                    Prime Loan", or

                    (C) if the rate referred to in clause (B) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date calculated by the Calculation Agent as
                    the arithmetic mean of the rates of interest publicly
                    announced by each bank that appears on the Reuters Screen US
                    PRIME 1 Page (as defined below) as the applicable bank's
                    prime rate or base lending rate as of 11:00 A.M., New York
                    City time, on that Interest Determination Date; or

                    (D) if fewer than four rates referred to in clause (C) are
                    so published by 3:00 p.m., New York City time, on the
                    related Calculation Date, the rate calculated by the
                    Calculation Agent on the particular Interest Determination
                    Date as the arithmetic mean of the prime rates or base
                    lending rates quoted on the basis of the actual number of
                    days in the year divided by a 360-day year as of the close
                    of business on that Interest Determination Date by three
                    major banks (which may include affiliates of the purchasing
                    agent) in The City of New York selected by the Calculation
                    Agent; or

                    (E) if the banks so selected by the Calculation Agent are
                    not quoting as mentioned in clause (D), the Prime Rate in
                    effect on the particular Interest Determination Date.

               "Reuters Screen US PRIME 1 Page" means the display on the Reuter
               Monitor Money Rates Service (or any successor service) on the "US
               PRIME 1" page (or any other page as may replace that page on that
               service) for the purpose of displaying prime rates or base
               lending rates of major United States banks.

               (7) TREASURY RATE NOTES. If the Interest Rate Basis is the
               Treasury Rate, this Note shall be deemed a "Treasury Rate Note."
               Unless otherwise specified on the face hereof, "Treasury Rate"
               means, from the Issuance Date to the first Interest Reset Date,
               the Initial Interest Rate, if any, and thereafter:

                                     A-2-20
<Page>

                    (A) the rate from the auction held on the Interest
                    Determination Date (the "Auction") of direct obligations of
                    the United States ("Treasury Bills") having the Index
                    Maturity specified on the face hereof under the caption
                    "INVESTMENT RATE" on the display on Moneyline Telerate (or
                    any successor service) on page 56 (or any other page as may
                    replace that page on that service) ("Moneyline Telerate Page
                    56") or page 57 (or any other page as may replace that page
                    on that service) ("Moneyline Telerate Page 57"); or

                    (B) if the rate referred to in clause (A) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the Bond Equivalent Yield (as defined
                    below) of the rate for the applicable Treasury Bills as
                    published in H.15 Daily Update, or another recognized
                    electronic source used for the purpose of displaying the
                    applicable rate, under the caption "U.S. Government
                    Securities/Treasury Bills/Auction High"; or

                    (C) if the rate referred to in clause (B) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the Bond Equivalent Yield of the auction
                    rate of the applicable Treasury Bills as announced by the
                    United States Department of the Treasury; or

                    (D) if the rate referred to in clause (C) is not so
                    announced by the United States Department of the Treasury,
                    or if the Auction is not held, the Bond Equivalent Yield of
                    the rate on the particular Interest Determination Date of
                    the applicable Treasury Bills as published in H.15(519)
                    under the caption "U.S. Government Securities/Treasury
                    Bills/Secondary Market"; or

                    (E) if the rate referred to in clause (D) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date of the applicable Treasury Bills as
                    published in H.15 Daily Update, or another recognized
                    electronic source used for the purpose of displaying the
                    applicable rate, under the caption "U.S. Government
                    Securities/Treasury Bills/Secondary Market"; or

                    (F) if the rate referred to in clause (E) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date calculated by the Calculation Agent as
                    the Bond Equivalent Yield of the arithmetic mean of the
                    secondary market bid rates, as of approximately 3:30 P.M.,
                    New York City time, on that Interest Determination Date, of
                    three primary United States government securities dealers
                    (which may include the purchasing agent or its affiliates)
                    selected by the Calculation Agent, for the issue of Treasury
                    Bills with a remaining maturity closest to the Index
                    Maturity specified on the face hereof; or

                                     A-2-21
<Page>

                    (G) if the dealers so selected by the Calculation Agent are
                    not quoting as mentioned in clause (F), the Treasury Rate in
                    effect on the particular Interest Determination Date.

               "Bond Equivalent Yield" means a yield (expressed as a percentage)
               calculated in accordance with the following formula:

                    Bond Equivalent Yield =        D X N        X 100
                                             -----------------
                                               360 - (D X M)

               where "D" refers to the applicable per annum rate for Treasury
               Bills quoted on a bank discount basis and expressed as a decimal,
               "N" refers to 365 or 366, as the case may be, and "M" refers to
               the actual number of days in the applicable Interest Reset
               Period.

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

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

          (ii) REDEMPTION; REPAYMENT; ACCELERATION. In the event a Discount Note
          is redeemed, repaid or accelerated, the amount payable to the Holder
          of such Discount Note will be equal to the sum of: (A) the Issue Price
          (increased by any accruals of Discount) and, in the event of any
          redemption of such Discount Note, if applicable, multiplied by the
          Initial Redemption Percentage (as adjusted by the Annual Redemption
          Percentage Reduction, if applicable); and (B) any unpaid interest
          accrued on such Discount Note to the Maturity Date ("Amortized Face
          Amount"). Unless otherwise specified on the face hereof, for purposes
          of determining the amount of Discount that has accrued as of any date
          on which a redemption, repayment or acceleration of maturity occurs
          for a Discount Note, a Discount will be accrued using a constant yield
          method. The constant yield will be calculated using a 30-day month,
          360-day year convention, a compounding period that, except for the
          Initial Period (as defined below), corresponds to the shortest period
          between Interest Payment Dates for the applicable Discount Note (with
          ratable accruals within a compounding period), a coupon rate equal to
          the initial coupon rate applicable to the applicable Discount Note and
          an assumption that the maturity of such Discount Note will not be
          accelerated. If the period from the date of issue to the first
          Interest Payment Date for a Discount Note (the "Initial Period") is
          shorter than the compounding period for such Discount Note, a
          proportionate amount of the yield for an entire compounding period
          will be accrued. If the Initial Period is longer than the compounding
          period, then the period will be divided into a regular compounding
          period and a short period with the short period being treated as
          provided above.

                                     A-2-22
<Page>

     (d)  AMORTIZING NOTES. If this Note is specified on the face hereof as an
"Amortizing Note", this Note will bear interest in the same manner as set forth
in Section 3(a) above, and payments of principal, premium, if any, and interest
will be made as set forth on the face hereof and/or in accordance with Schedule
I attached hereto. The Trust will make payments combining principal, premium (if
any) and interest, if applicable, on the dates and in the amounts set forth in
the table appearing in SCHEDULE I, attached to this Note or in accordance with
the formula specified on the face hereof. Payments made hereon will be applied
first to interest due and payable hereon and then to the reduction of the unpaid
principal amount hereof.

SECTION 4. REDEMPTION. If no redemption right is set forth on the face hereof,
this Note may not be redeemed prior to the Stated Maturity Date, except as set
forth in the Indenture. If a redemption right is set forth on the face of this
Note, the Trust shall elect to redeem this Note on the Interest Payment Date
after the Initial Redemption Date set forth on the face hereof on which the
Funding Agreement is to be redeemed in whole or in part by Hartford Life
Insurance Company ("Hartford Life") (each, a "Redemption Date"), in which case
this Note must be redeemed on such Redemption Date in whole or in part, as
applicable, prior to the Stated Maturity Date, in increments equal to the
Authorized Denominations (provided that any remaining Principal Amount hereof
shall be at least equal to the Authorized Denomination) at the applicable
Redemption Price (as defined below), together with unpaid interest, if any,
accrued thereon to, but excluding, the applicable Redemption Date. "Redemption
Price" shall mean an amount equal to the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if applicable)
multiplied by the unpaid Principal Amount of this Note to be redeemed (or in the
case of Discount Notes, multiplied as set forth in Section 3(c)(ii) above). The
unpaid Principal Amount of this Note to be redeemed shall be determined by
multiplying (1) the Outstanding Principal Amount of this Note by (2) the
quotient derived by dividing (A) the outstanding principal amount of the Funding
Agreement to be redeemed by Hartford Life by (B) the outstanding principal
amount of the Funding Agreement. The Initial Redemption Percentage, if any,
applicable to this Note shall decline at each anniversary of the Initial
Redemption Date by an amount equal to the applicable Annual Redemption
Percentage Reduction, if any, until the Redemption Price is equal to 100% of the
unpaid amount thereof to be redeemed. Notice must be given not more than
seventy-five (75) nor less than thirty (30) calendar days prior to the proposed
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.

SECTION 5. SINKING FUNDS AND AMORTIZING NOTES. Unless specified on the face
hereof, this Note will not be subject to, or entitled to the benefit of, any
sinking fund. If this Note is an Amortizing Note, this Note may pay an amount in
respect of both interest and principal amortized over the life of this Note.

SECTION 6. REPAYMENT. If no repayment right is set forth on the face hereof,
this Note may not be repaid at the option of the Holder hereof prior to the
Stated Maturity Date. If a repayment right is granted on the face of this Note,
this Note may be subject to repayment at the option of the Holder on any
Interest Payment Date on and after the date, if any, indicated on the face
hereof (each, a "Repayment Date"). On any Repayment Date, unless otherwise
specified on the face hereof, this Note shall be repayable in whole or in part
in increments equal to the Authorized Denominations (provided that any remaining
Principal Amount hereof shall be at

                                     A-2-23
<Page>

least equal to the Authorized Denomination) at the option of the Holder hereof
at a repayment price equal to 100% of the Principal Amount to be repaid or the
Repayment Price specified above, together with interest thereon payable to the
Repayment Date. For this Note to be repaid in whole or in part at the option of
the Holder hereof, this Note must be received by the Indenture Trustee, with the
form entitled "Option to Elect Repayment", below, duly completed by the Holder.
Exercise of such repayment option by the Holder hereof shall be irrevocable.

SECTION 7. MODIFICATIONS AND WAIVERS. The Indenture contains provisions
permitting the Trust and the Indenture Trustee (1) at any time and from time to
time without notice to, or the consent of, the Holders of any Notes issued under
the Indenture to enter into one or more supplemental indentures for certain
enumerated purposes and (2) with the consent of the Holders of a majority in
aggregate principal amount of the Outstanding Notes affected thereby, to enter
into one or more supplemental indentures for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, the Indenture or of modifying in any manner the rights of Holders of Notes
under the Indenture; PROVIDED, that, with respect to certain enumerated
provisions, no such supplemental indenture shall be entered into without the
consent of the Holder of each Note affected thereby. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note or such other
Notes.

SECTION 8. OBLIGATIONS UNCONDITIONAL. No reference herein to the Indenture and
no provisions of this Note or of the Indenture shall impair the right of each
Holder of any Note, which is absolute and unconditional, to receive payment of
the principal of, and any interest on, and premium, if any, on, such Note on the
respective Stated Maturity Date or redemption date thereof and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

SECTION 9. EVENTS OF DEFAULT. If an Event of Default with respect to the Notes
shall occur and be continuing, the principal of, and all other amounts payable
on, the Notes may be declared due and payable, or may be automatically
accelerated, as the case may be, in the manner and with the effect provided in
the Indenture. In the event that this Note is a Discount Note, the amount of
principal of this Note that becomes due and payable upon such acceleration shall
be equal to the amount calculated as set forth in Section 3(c) hereof.

SECTION 10. WITHHOLDING; TAX EVENT. All amounts due on this Note will be made
without any applicable withholding or deduction for or on account of any present
or future taxes, duties, levies, assessments or other governmental charges of
whatever nature imposed or levied by or on behalf of any governmental authority
in the United States, unless such withholding or deduction is required by law.
Unless otherwise specified on the face hereof, the Trust will not pay any
additional amounts to the Holder of this Note in respect of such withholding or
deduction, any such withholding or deduction will not give rise to an event of
default or any independent right or obligation to redeem this Note and the
Holder will be deemed for all purposes to have received cash in an amount equal
to the portion of such withholding or deduction that is attributable to such
Holder's interest in this Note as equitably determined by the Trust.

                                     A-2-24
<Page>

     If (1) a Tax Event (defined below) as to the relevant Funding Agreement
occurs and (2) Hartford Life elects to redeem the Funding Agreement in whole or
in part, the Trust will redeem this Note, subject to the terms and conditions of
SECTION 2.04 of the Indenture, at the Tax Event Redemption Price (defined below)
together with unpaid interest accrued thereon to the applicable redemption date.
"Tax Event" means that Hartford Life shall have received an opinion of
independent legal counsel stating in 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 amendment to, or
change in, an interpretation or application of any such laws or regulations by
any governmental authority in the United States, which amendment or change is
enacted, promulgated, issued or announced on or after the effective date of the
relevant Funding Agreement, there is more than an insubstantial risk that (i)
the Trust is, or will be within ninety (90) days of the date thereof, subject to
U.S. federal income tax with respect to interest accrued or received on the
relevant Funding Agreement or (ii) the Trust is, or will be within ninety (90)
days of the date thereof, subject to more than a de minimis amount of taxes,
duties or other governmental charges. "Tax Event Redemption Price" means an
amount equal to the unpaid principal amount of this Note to be redeemed, which
shall be determined by multiplying (1) the Outstanding Principal Amount of this
Note by (2) the quotient derived by dividing (A) the outstanding principal
amount to be redeemed by Hartford Life of the Funding Agreement by (B) the
outstanding principal amount of the Funding Agreement.

SECTION 11. LISTING. Unless otherwise specified on the face hereof, this Note
will not be listed on any securities exchange.

SECTION 12. COLLATERAL. The Collateral for this Note includes the Funding
Agreement specified on the face hereof.

SECTION 13. NO RECOURSE AGAINST CERTAIN PERSONS. No recourse shall be had for
the payment of any principal, interest or any other sums at any time owing under
the terms of this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against the Nonrecourse Parties, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such personal liability being, by the acceptance hereof and as
part of the consideration for issue hereof, expressly waived and released.

SECTION 14. MISCELLANEOUS.

     (a) This Note is issuable only as a registered Note without coupons in
denominations of $1,000 and any integral multiple of $1,000 in excess thereof
unless otherwise specified on the face of this Note.

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

                                     A-2-25
<Page>

Registrar, the Paying Agent, any Agent, or any other agent of the Trust or the
Indenture Trustee shall be affected by notice to the contrary.

     (c) The Notes are being issued by means of a book-entry-only system with no
physical distribution of certificates to be made except as provided in the
Indenture. The book-entry system maintained by DTC will evidence ownership of
the Notes, with transfers of ownership effected on the records of DTC and its
participants pursuant to rules and procedures established by DTC and its
participants. The Trust and the Indenture Trustee will recognize Cede & Co., as
nominee of DTC, as the registered owner of the Notes, as the Holder of the Notes
for all purposes, including payment of principal, premium (if any) and interest,
notices and voting. Transfer of principal, premium (if any) and interest to
participants of DTC will be the responsibility of DTC, and transfer of
principal, premium (if any) and interest to beneficial holders of the Notes by
participants of DTC will be the responsibility of such participants and other
nominees of such beneficial holders. So long as the book-entry system is in
effect, the selection of any Notes to be redeemed or repaid will be determined
by DTC pursuant to rules and procedures established by DTC and its participants.
Neither the Trust nor the Indenture Trustee will not be responsible or liable
for such transfers or payments or for maintaining, supervising or reviewing the
records maintained by DTC, its participants or persons acting through such
participants.

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

SECTION 15. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                     A-2-26
<Page>

                            OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably request(s) and instruct(s) the Trust to
repay this Note (or portion hereof specified below) pursuant to its terms at a
price equal to the Principal Amount hereof together with interest to the
repayment date, to the undersigned, at:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned).

     For this Note to be repaid, the Indenture Trustee (or the Paying Agent on
behalf of the Indenture Trustee) must receive at its Corporate Trust Office, or
at such other place or places of which the Trust shall from time to time notify
the Holder of this Note, not more than seventy-five (75) nor less than thirty
(30) days prior to a Repayment Date, if any, shown on the face of this Note,
this Note with this "Option to Elect Repayment" form duly completed.

     If less than the entire Principal Amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $______ or an integral multiple of $1,000 in excess of $______)
of the Notes to be issued to the Holder for the portion of this Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid).

$
   ---------------------------              ------------------------------------
                                            NOTICE: The signature on this
DATE:                                       Option to Elect Repayment must
                                            correspond with the name as
                                            written upon the face of this Note
                                            in every particular, without
                                            alteration or enlargement or any
                                            change whatever.

Principal Amount to be repaid, if           Fill in for registration of Notes
amount to be repaid is less than the        if to be issued otherwise than
Principal Amount of this Note               to the registered Holder:
(Principal Amount remaining must
be an authorized denomination)
                                            Name:
$                                                 ---------------------------
 -------------------------                  Address:
                                                     ------------------------
                                                     ------------------------
                                            (Please print name and
                                            address including zip code)

SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER: _________________

                                     A-2-27
<Page>

                                   SCHEDULE I

                          AMORTIZATION TABLE OR FORMULA


                                     A-2-28

<Page>

                                   EXHIBIT A-3

                      FORM OF INSTITUTIONAL DEFINITIVE NOTE

<Page>

                                   EXHIBIT A-3
                      FORM OF INSTITUTIONAL DEFINITIVE NOTE

THIS NOTE IS A DEFINITIVE NOTE WITHIN THE MEANING OF THE INDENTURE (HEREINAFTER
DEFINED) AND IS REGISTERED IN THE NAME OF THE HOLDER (AS DEFINED IN THE
INDENTURE) HEREOF. THIS NOTE IS NOT EXCHANGEABLE FOR A GLOBAL NOTE (AS DEFINED
IN THE INDENTURE).

REGISTERED NO.:               CUSIP NO.:           PRINCIPAL AMOUNT: U.S. $


                   HARTFORD LIFE GLOBAL FUNDING [_____]-[___]

                            SECURED MEDIUM-TERM NOTES

<Table>
<S>                                                          <C>
Issuance Date:                                               Floating Rate Note: / / Yes / / No.  If yes,
Issue Price:                                                          Regular Floating Rate Notes / /
Stated Maturity Date:                                                 Inverse Floating Rate Notes / /
Settlement Date:                                                               Fixed Interest Rate:
Securities Exchange Listing: / / Yes / / No. If yes,                  Floating Rate/ Fixed Rate Notes: / /
         indicate name(s) of Securities Exchange(s):                           Fixed Interest Rate:
         __________________________________.                                   Fixed Rate Commencement Date:
Depositary:                                                           Interest Rate Basis(es):
Authorized Denominations:                                             CD Rate / /
Collateral held in the Trust:  Hartford Life Insurance                CMT Rate / /
   Company Funding Agreement No. -, all proceeds of                            Designated CMT Telerate Page:
   the Funding Agreement and all rights and books and                                If Telerate Page 7052:
   records pertaining to the foregoing.                                              / / Weekly Average
Additional Amounts to be Paid: / / Yes / / No                                        / / Monthly Average
Interest Rate or Formula:                                                      Designated CMT Maturity Index:
Fixed Rate Note: / / Yes / / No. If yes,                              Commercial Paper Rate / /
         Interest Rate:                                               Federal Funds Rate / /
         Interest Payment Dates:                                      LIBOR / /
         Day Count Convention:                                                 / / LIBOR Reuters Page:
         Additional/Other Terms:                                               / / LIBOR Moneyline Telerate Page:
Amortizing Note: / / Yes / / No. If yes,                                       LIBOR Currency:
         Amortization schedule or formula:                            Prime Rate / /
         Additional/Other Terms:                                      Treasury Rate / /
Discount Note: / / Yes / / No. If yes,                                Index Maturity:
         Total Amount of Discount:                                    Spread and/or Spread Multiplier:
         Initial Accrual Period of Discount:                          Initial Interest Rate, if any:
         Interest Payment Dates:                                      Initial Interest Reset Date:
         Additional/Other Terms:                                      Interest Reset Dates:
Redemption Provisions: / / Yes / / No. If yes,                        Interest Determination Date(s):
         Initial Redemption Date:                                     Interest Payment Dates:
         Initial Redemption Percentage:                               Maximum Interest Rate, if any:
         Annual Redemption Percentage Reduction,
                 if any:
</Table>

                                     A-3-1

<Page>

<Table>
<S>                                                          <C>
         Additional/Other Terms:                                      Minimum Interest Rate, if any:
Repayment Provisions: / / Yes / / No. If yes,                         Additional/Other Terms:
         Repayment Date(s):                                  Regular Record Date(s):
         Repayment Price:                                    Sinking Fund:
         Additional/Other Terms:                             Day Count Convention:
                                                             Specified Currency:
                                                             Exchange Rate Agent:
                                                             Calculation Agent:
                                                             Additional/Other Terms:
</Table>


     The Hartford Life Global Funding Trust designated above (the "Trust"), for
value received, hereby promises to pay to the Holder hereof, or its registered
assigns, the Principal Amount specified above on the Stated Maturity Date
specified above and, if so specified above, to pay interest thereon from the
Issuance Date specified above or from the most recent Interest Payment Date
specified above to which interest has been paid or duly provided for at the rate
per annum determined in accordance with the provisions on the reverse hereof and
as specified above, until the principal hereof is paid or made available for
payment. Unless otherwise specified above, payments of principal, premium, if
any, and interest hereon will be made in the lawful currency of the United
States of America ("U.S. Dollars" or "United States dollars"). If the Specified
Currency specified above is other than U.S. Dollars, the Holder (as defined in
the Indenture) shall receive such payments in such Foreign Currency (as
hereinafter defined). The "Principal Amount" of this Note at any time means (1)
if this Note is a Discount Note (as hereinafter defined), the Amortized Face
Amount (as hereinafter defined) at such time (as defined in SECTION 3(c) on the
reverse hereof) and (2) in all other cases, the Principal Amount hereof.
Capitalized terms not otherwise defined herein shall have their meanings set
forth in the Indenture, dated as of the date of the Pricing Supplement (as
defined in the Indenture) (the "Indenture"), between JPMorgan Chase Bank, as the
indenture trustee (the "Indenture Trustee"), and the Trust, or on the face
hereof.

     This Note will mature on the Stated Maturity Date, unless its principal (or
any installment of its principal) becomes due and payable prior to the Stated
Maturity Date, whether, as applicable, by the declaration of acceleration of
maturity, notice of redemption by the Trust or otherwise (the Stated Maturity
Date or any date prior to the Stated Maturity Date on which this Note becomes
due and payable, as the case may be, is referred to as the "Maturity Date").

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

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

                                      A-3-2
<Page>

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

     The Trust will make payments of principal of, and premium, if any, on the
Maturity Date of this Note in immediately available funds against presentation
and surrender hereof (and, in the case of any repayment on a Repayment Date,
upon submission of a duly completed election form if and as required by the
provisions described on the reverse hereof) at the office or agency maintained
by the Trust for this purpose in the Borough of Manhattan, The City of New York.
The Trust will make payments of interest and other amounts due and owing, if
any, on the Maturity Date of this Note in immediately available funds and upon
the same conditions (as set forth in the preceding sentence) to the Person to
whom payment of the principal hereof and premium, if any, hereon shall be made.
The Trust will make payments of interest and other amounts due and owing, if
any, on this Note on any Interest Payment Date other than the Maturity Date by
check mailed to the Holder hereof as of the preceding Regular Record Date.
Notwithstanding the foregoing, the Paying Agent will make, or cause to be made,
payments of interest and other amounts due and owing, if any, on this Note on
any Interest Payment Date other than the Maturity Date to any Holder hereof as
of the preceding Regular Record Date of $10,000,000 (or, if the Specified
Currency is other than U.S. Dollars, the equivalent thereof in the particular
Specified Currency) or more in aggregate principal amount of the Note by wire
transfer of immediately available funds if the Holder hereof has delivered
appropriate wire transfer instructions in writing to the Indenture Trustee not
less than fifteen (15) calendar days prior to the particular Interest Payment
Date. Any wire transfer instructions received by the Indenture Trustee shall
remain in effect until revoked by the Holder hereof.

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

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

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

                                      A-3-3
<Page>

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

                                        THE HARTFORD LIFE GLOBAL FUNDING TRUST
                                        SPECIFIED ON THE FACE OF THIS NOTE

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


                                        By:
                                            ------------------------------
                                             Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

     This is one of the Notes of the Hartford Life Global Funding Trust
specified on the face of this Note and referred to in the within-mentioned
Indenture.


                                        JPMORGAN CHASE BANK
                                        As Indenture Trustee

Dated:  Issuance Date

                                        By:
                                            ------------------------------
                                              Authorized Signatory

                                      A-3-4
<Page>

                                [REVERSE OF NOTE]

SECTION 1. GENERAL. This Note is one of a duly authorized issue of Notes of the
Trust. The Notes are issued pursuant to the Indenture.

SECTION 2. CURRENCY.

     (a)  Unless specified otherwise on the face hereof, this Note is
denominated in, and payments of principal, premium, if any, and/or interest, if
any, will be made in U.S. Dollars. If specified as the Specified Currency, this
Note may be denominated in, and payments of principal, premium, if any, and/or
interest, if any, may be made in a single currency other than U.S. Dollars (a
"Foreign Currency"). If this Note is denominated in a Foreign Currency, the
Holder of this Note is required to pay for this Note in the Specified Currency.

     (b)  Unless specified otherwise on the face hereof, if this Note is
denominated in a Foreign Currency, the Trust is obligated to make payments of
principal of, and premium, if any, and interest, if any, on, this Note in the
Specified Currency. Any amounts so payable by the Trust in the Specified
Currency will be converted by the Exchange Rate Agent into U.S. Dollars for
payment to the Holder hereof unless otherwise specified on the face of this Note
or the Holder elects, in the manner described below, to receive these amounts in
the Specified Currency. If this Note is denominated in a Foreign Currency, any
U.S. Dollar amount to be received by the Holder hereof will be based on the
highest bid quotation in The City of New York received by the Exchange Rate
Agent at approximately 11:00 A.M., New York City time, on the second Business
Day preceding the applicable payment date from a recognized foreign exchange
dealer (which may be the Exchange Rate Agent) selected by the Exchange Rate
Agent and approved by the Trust for the purchase by the quoting dealer of the
Specified Currency for U.S. Dollars for settlement on that payment date in the
aggregate amount of the Specified Currency payable to all Holders of the Notes
scheduled to receive U.S. Dollar payments and at which the applicable dealer
commits to execute a contract. All currency exchange costs will be borne by the
Holders of the Notes by deductions from any payments. If three bid quotations
are not available, payments will be made in the Specified Currency. If this Note
is denominated in a Foreign Currency, the Holder of this Note may elect to
receive all or a specified portion of any payment of principal, premium, if any,
and/or interest, if any, in the Specified Currency by submitting a written
request to the Indenture Trustee at its Corporate Trust Office in The City of
New York on or prior to the applicable Regular Record Date or at least 15
calendar days prior to the Maturity Date, as the case may be. This written
request may be mailed or hand delivered or sent by cable, telex or other form of
facsimile transmission. This election will remain in effect until revoked by
written notice delivered to the Indenture Trustee on or prior to a Regular
Record Date or at least 15 calendar days prior to the Maturity Date, as the case
may be.

     (c)  The Trust will indemnify the Holder hereof against any loss incurred
as a result of any judgment or order being given or made for any amount due
under this Note and that judgment or order requiring payment in a currency (the
"Judgment Currency") other than the Specified Currency, and as a result of any
variation between: (i) the rate of exchange at which the Specified Currency
amount is converted into the Judgment Currency for the purpose of that

                                      A-3-5
<Page>

judgment or order; and (ii) the rate of exchange at which the Holder, on the
date of payment of that judgment or order, is able to purchase the Specified
Currency with the amount of the Judgment Currency actually received.

     (d)  Unless otherwise specified on the face hereof, if payment hereon is
required to be made in a Foreign Currency and such currency is unavailable due
to the imposition of exchange controls or other circumstances beyond the Trust's
control, then the Trust will be entitled to make payments with respect hereto in
U.S. Dollars on the basis of the Market Exchange Rate (as hereinafter defined),
computed by the Exchange Rate Agent, on the second Business Day prior to the
particular payment or, if the Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate.

     (e)  The "Market Exchange Rate" for the Foreign Currency shall mean the
noon dollar buying rate in The City of New York for cable transfers for the
Foreign Currency as certified for customs purposes (or, if not so certified, as
otherwise determined) by the Federal Reserve Bank of New York.

     (f)  All determinations made by the Exchange Rate Agent shall be at its
sole discretion and shall, in the absence of manifest error, be conclusive for
all purposes and binding on the Holder hereof.

     (g)  All costs of exchange in respect of this Note, if denominated in a
Foreign Currency, will be borne by the Holder hereof.

SECTION 3. DETERMINATION OF INTEREST RATE AND CERTAIN OTHER TERMS.

     (a)  FIXED RATE NOTES. If this Note is specified on the face hereof as a
          "Fixed Rate Note":

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

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

<Table>
<Caption>
                 INTEREST PAYMENT FREQUENCY                 INTEREST PAYMENT DATES
                 --------------------------------------     --------------------------------------
                 <S>                                        <C>
                 Monthly                                    Fifteenth day of each calendar month,
                                                            beginning in the first calendar month
                                                            following the month this Note was
                                                            issued.

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

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

                                      A-3-6
<Page>

<Table>
                 <S>                                        <C>
                 Annual                                     Fifteenth day of every twelfth
                                                            calendar month, beginning in the
                                                            twelfth calendar month following the
                                                            month this Note was issued.
</Table>

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

     (b)  FLOATING RATE NOTES. If this Note is specified on the face hereof as a
          "Floating Rate Note":

          (i)    INTEREST RATE BASIS. Interest on this Note will be determined
          by reference to the applicable Interest Rate Basis or Interest Rate
          Bases, which may, as described below, include the CD Rate, the CMT
          Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the
          Prime Rate or the Treasury Rate (each as defined below).

          (ii)   EFFECTIVE RATE. The rate derived from the applicable Interest
          Rate Basis will be determined in accordance with the related
          provisions below. The interest rate in effect on each day will be
          based on: (1) if that day is an Interest Reset Date, the rate
          determined as of the Interest Determination Date immediately preceding
          that Interest Reset Date; or (2) if that day is not an Interest Reset
          Date, the rate determined as of the Interest Determination Date
          immediately preceding the most recent Interest Reset Date.

          (iii)  SPREAD; SPREAD MULTIPLIER; INDEX MATURITY. The "Spread" is the
          number of basis points (one one-hundredth of a percentage point)
          specified on the face hereof to be added to or subtracted from the
          related Interest Rate Basis or Interest Rate Bases applicable to this
          Note. The "Spread Multiplier" is the percentage specified on the face
          hereof of the related Interest Rate Basis or Interest Rate Bases
          applicable to this Note by which the Interest Rate Basis or Interest
          Rate Bases will be multiplied to determine the applicable interest
          rate. The "Index Maturity" is the period to maturity of the instrument
          or obligation with respect to which the related Interest Rate Basis or
          Interest Rate Bases will be calculated.

          (iv)   REGULAR FLOATING RATE NOTE. Unless this Note is specified on
          the face hereof as a Floating Rate/Fixed Rate Note or an Inverse
          Floating Rate Note, this Note (a "Regular Floating Rate Note") will
          bear interest at the rate determined by reference to the applicable
          Interest Rate Basis or Interest Rate Bases: (1) plus or minus the
          applicable Spread, if any; and/or (2) multiplied by the applicable
          Spread Multiplier, if any. Commencing on the first Interest Reset
          Date, the rate at which interest on this Regular Floating Rate Note is
          payable will be reset as of each Interest Reset Date; PROVIDED,
          HOWEVER, that the interest rate in effect for the period, if any, from
          the Issuance Date to the first Interest Reset Date will be the Initial
          Interest Rate.

                                      A-3-7
<Page>

          (v)    FLOATING RATE/FIXED RATE NOTES. If this Note is specified on
          the face hereof as a "Floating Rate/Fixed Rate Note", this Note will
          bear interest at the rate determined by reference to the applicable
          Interest Rate Basis or Interest Rate Bases: (1) plus or minus the
          applicable Spread, if any; and/or (2) multiplied by the applicable
          Spread Multiplier, if any. Commencing on the first Interest Reset
          Date, the rate at which this Floating Rate/Fixed Rate Note is payable
          will be reset as of each Interest Reset Date; PROVIDED, HOWEVER, that:
          (A) the interest rate in effect for the period, if any, from the
          Issuance Date to the first Interest Reset Date will be the Initial
          Interest Rate specified on the face hereof; and (B) the interest rate
          in effect commencing on the Fixed Rate Commencement Date will be the
          Fixed Interest Rate, if specified on the face hereof, or, if not so
          specified, the interest rate in effect on the day immediately
          preceding the Fixed Rate Commencement Date.

          (vi)   INVERSE FLOATING RATE NOTES. If this Note is specified on the
          face hereof as an "Inverse Floating Rate Note", this Note will bear
          interest at the Fixed Interest Rate minus the rate determined by
          reference to the applicable Interest Rate Basis or Interest Rate
          Bases: (1) plus or minus the applicable Spread, if any; and/or (2)
          multiplied by the applicable Spread Multiplier, if any; PROVIDED,
          HOWEVER, that interest on this Inverse Floating Rate Note will not be
          less than zero. Commencing on the first Interest Reset Date, the rate
          at which interest on this Inverse Floating Rate Note is payable will
          be reset as of each Interest Reset Date; PROVIDED, HOWEVER, that the
          interest rate in effect for the period, if any, from the Issuance Date
          to the first Interest Reset Date will be the Initial Interest Rate.

          (vii)  INTEREST RESET DATES. The period between Interest Reset Dates
          will be the "Interest Reset Period." Unless otherwise specified on the
          face hereof, the Interest Reset Dates will be, in the case of this
          Floating Rate Note if by its terms it resets: (1) daily--each Business
          Day; (2) weekly--the Wednesday of each week, with the exception of any
          weekly reset Floating Rate Note as to which the Treasury Rate is an
          applicable Interest Rate Basis, which will reset the Tuesday of each
          week; (3) monthly--the fifteenth day of each calendar month; (4)
          quarterly--the fifteenth day of March, June, September and December of
          each year; (5) semi-annually--the fifteenth day of the two months of
          each year specified on the face hereof; and (6) annually--the
          fifteenth day of the month of each year specified on the face hereof;
          PROVIDED, HOWEVER, that, with respect to a Floating Rate/Fixed Rate
          Note, the rate of interest thereon will not reset after the particular
          Fixed Rate Commencement Date. If any Interest Reset Date for this
          Floating Rate Note would otherwise be a day that is not a Business
          Day, the particular Interest Reset Date will be postponed to the next
          succeeding Business Day, except that in the case of a Floating Rate
          Note as to which LIBOR is an applicable Interest Rate Basis and that
          Business Day falls in the next succeeding calendar month, the
          particular Interest Reset Date will be the immediately preceding
          Business Day.

          (viii) INTEREST DETERMINATION DATES. The interest rate applicable to a
          Floating Rate Note for an Interest Reset Period commencing on the
          related Interest Reset Date will be determined by reference to the
          applicable Interest Rate Basis as of the particular "Interest
          Determination Date", which will be: (1) with respect to the Commercial

                                      A-3-8
<Page>

          Paper Rate, Federal Funds Rate and the Prime Rate--the Business Day
          immediately preceding the related Interest Reset Date; (2) with
          respect to the CD Rate and the CMT Rate--the second Business Day
          preceding the related Interest Reset Date; (3) with respect to
          LIBOR--the second Business Day preceding the related Interest Reset
          Date; and (4) with respect to the Treasury Rate--the day of the week
          in which the related Interest Reset Date falls on which day Treasury
          Bills (as defined below) are normally auctioned (i.e., Treasury Bills
          are normally sold at auction on Monday of each week, unless that day
          is a legal holiday, in which case the auction is normally held on the
          following Tuesday, except that the auction may be held on the
          preceding Friday); PROVIDED, HOWEVER, that if an auction is held on
          the Friday of the week preceding the related Interest Reset Date, the
          Interest Determination Date will be the preceding Friday. The Interest
          Determination Date pertaining to a Floating Rate Note, the interest
          rate of which is determined with reference to two or more Interest
          Rate Bases, will be the latest Business Day which is at least two
          Business Days before the related Interest Reset Date for the
          applicable Floating Rate Note on which each Interest Reset Basis is
          determinable.

          (ix)   CALCULATION DATES. The interest rate applicable to each
          Interest Reset Period will be determined by the Calculation Agent on
          or prior to the Calculation Date (as defined below), except with
          respect to LIBOR, which will be determined on the particular Interest
          Determination Date. Upon request of the Holder of a Floating Rate
          Note, the Calculation Agent will disclose the interest rate then in
          effect and, if determined, the interest rate that will become
          effective as a result of a determination made for the next succeeding
          Interest Reset Date with respect to such Floating Rate Note. The
          "Calculation Date", if applicable, pertaining to any Interest
          Determination Date will be the earlier of: (1) the tenth calendar day
          after the particular Interest Determination Date or, if such day is
          not a Business Day, the next succeeding Business Day; or (2) the
          Business Day immediately preceding the applicable Interest Payment
          Date or the Maturity Date, as the case may be.

          (x)    MAXIMUM OR MINIMUM INTEREST RATE. If specified on the face
          hereof, this Note may have either or both of a Maximum Interest Rate
          or a Minimum Interest Rate. If a Maximum Interest Rate is so
          designated, the interest rate for a Floating Rate Note cannot ever
          exceed such Maximum Interest Rate and in the event that the interest
          rate on any Interest Reset Date would exceed such Maximum Interest
          Rate (as if no Maximum Interest Rate were in effect) then the interest
          rate on such Interest Reset Date shall be the Maximum Interest Rate.
          If a Minimum Interest Rate is so designated, the interest rate for a
          Floating Rate Note cannot ever be less than such Minimum Interest Rate
          and in the event that the interest rate on any Interest Reset Date
          would be less than such Minimum Interest Rate (as if no Minimum
          Interest Rate were in effect) then the interest rate on such Interest
          Reset Date shall be the Minimum Interest Rate. Notwithstanding
          anything to the contrary contained herein, the interest rate on a
          Floating Rate Note shall not exceed the maximum interest rate
          permitted by applicable law.

          (xi)   INTEREST PAYMENTS. Unless otherwise specified on the face
          hereof, the Interest Payment Dates will be, in the case of a Floating
          Rate Note which resets: (1) daily,

                                      A-3-9
<Page>

          weekly or monthly--the fifteenth day of each calendar month or on the
          fifteenth day of March, June, September and December of each year, as
          specified on the face hereof; (2) quarterly--the fifteenth day of
          March, June, September and December of each year; (3)
          semi-annually--the fifteenth day of the two months of each year
          specified on the face hereof; and (4) annually--the fifteenth day of
          the month of each year as specified on the face hereof. In addition,
          the Maturity Date will also be an Interest Payment Date. If any
          Interest Payment Date other than the Maturity Date for this Floating
          Rate Note would otherwise be a day that is not a Business Day, such
          Interest Payment Date will be postponed to the next succeeding
          Business Day, except that in the case of a Floating Rate Note as to
          which LIBOR is an applicable Interest Rate Basis and that Business Day
          falls in the next succeeding calendar month, the particular Interest
          Payment Date will be the immediately preceding Business Day. If the
          Maturity Date of a Floating Rate Note falls on a day that is not a
          Business Day, the Trust will make the required payment of principal,
          premium, if any, and interest or other amounts on the next succeeding
          Business Day, and no additional interest will accrue in respect of the
          payment made on that next succeeding Business Day.

          (xii)  ROUNDING. Unless otherwise specified on the face hereof, all
          percentages resulting from any calculation on this Floating Rate Note
          will be rounded to the nearest one hundred-thousandth of a percentage
          point, with five one-millionths of a percentage point rounded upwards.
          All dollar amounts used in or resulting from any calculation on this
          Floating Rate Note will be rounded, in the case of U.S. Dollars, to
          the nearest cent or, in the case of a Foreign Currency, to the nearest
          unit (with one-half cent or unit being rounded upwards).

          (xiii) INTEREST FACTOR. With respect to a Floating Rate Note, accrued
          interest is calculated by multiplying the principal amount of such
          Note by an accrued interest factor. The accrued interest factor is
          computed by adding the interest factor calculated for each day in the
          particular Interest Reset Period. The interest factor for each day
          will be computed by dividing the interest rate applicable to such day
          by 360, in the case of a Floating Rate Note as to which the CD Rate,
          the Commercial Paper Rate, the Federal Funds Rate, LIBOR or the Prime
          Rate is an applicable Interest Rate Basis, or by the actual number of
          days in the year, in the case of a Floating Rate Note as to which the
          CMT Rate or the Treasury Rate is an applicable Interest Rate Basis.
          The interest factor for a Floating Rate Note as to which the interest
          rate is calculated with reference to two or more Interest Rate Bases
          will be calculated in each period in the same manner as if only the
          Interest Rate Basis specified under "Additional/Other Terms" applied.

          (xiv)  DETERMINATION OF INTEREST RATE BASIS. The Calculation Agent
          shall determine the rate derived from each Interest Rate Basis in
          accordance with the following provisions.

               (1) CD RATE NOTES. If the Interest Rate Basis is the CD Rate,
               this Note shall be deemed a "CD Rate Note." Unless otherwise
               specified on the face hereof, "CD Rate" means, from the Issuance
               Date to the first Interest Reset Date, the Initial Interest Rate,
               if any, and thereafter:

                                     A-3-10
<Page>

                    (A) the rate on the particular Interest Determination Date
                    for negotiable United States dollar certificates of deposit
                    having the Index Maturity specified on the face hereof as
                    published in H.15(519) (as defined below) under the caption
                    "CDs (secondary market)"; or

                    (B) if the rate referred to in clause (A) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date for negotiable United States dollar
                    certificates of deposit of the particular Index Maturity as
                    published in H.15 Daily Update (as defined below), or other
                    recognized electronic source used for the purpose of
                    displaying the applicable rate, under the caption "CDs
                    (secondary market)"; or

                    (C) if the rate referred to in clause (B) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date calculated by the Calculation Agent as
                    the arithmetic mean of the secondary market offered rates as
                    of 10:00 A.M., New York City time, on that Interest
                    Determination Date, of three leading non-bank dealers in
                    negotiable United States dollar certificates of deposit in
                    The City of New York (which may include the purchasing agent
                    or its affiliates) selected by the Calculation Agent for
                    negotiable United States dollar certificates of deposit of
                    major United States money market banks for negotiable United
                    States certificates of deposit with a remaining maturity
                    closest to the particular Index Maturity in an amount that
                    is representative for a single transaction in that market at
                    that time; or

                    (D) if the dealers so selected by the Calculation Agent are
                    not quoting as mentioned in clause (C), the CD Rate in
                    effect on the particular Interest Determination Date.

               "H.15(519)" means the weekly statistical release designated as
               H.15(519), or any successor publication, published by the Board
               of Governors of the Federal Reserve System.

               "H.15 Daily Update" means the daily update of H.15(519),
               available through the world-wide-web site of the Board of
               Governors of the Federal Reserve System at
               http//www.federalreserve.gov/releases/H15/update, or any
               successor site or publication.

               (2) CMT RATE NOTES. If the Interest Rate Basis is the CMT Rate,
               this Note shall be deemed a "CMT Rate Note." Unless otherwise
               specified on the face hereof, "CMT Rate" means, from the Issuance
               Date to the first Interest Reset Date, the Initial Interest Rate,
               if any, and thereafter:

                    (A) if CMT Moneyline Telerate Page 7051 is specified on the
                    face hereof:

                                     A-3-11
<Page>

                         i.     the percentage equal to the yield for United
                                States Treasury securities at "constant
                                maturity" having the Index Maturity specified on
                                the face hereof as published in H.15(519) under
                                the caption "Treasury Constant Maturities", as
                                the yield is displayed on Moneyline Telerate (or
                                any successor service) on page 7051 (or any
                                other page as may replace the specified page on
                                that service) ("Moneyline Telerate Page 7051"),
                                for the particular Interest Determination Date;
                                or

                         ii.    if the rate referred to in clause (i) does not
                                so appear on Moneyline Telerate Page 7051, the
                                percentage equal to the yield for United States
                                Treasury securities at "constant maturity"
                                having the particular Index Maturity and for the
                                particular Interest Determination Date as
                                published in H.15(519) under the caption
                                "Treasury Constant Maturities"; or

                         iii.   if the rate referred to in clause (ii) does not
                                so appear in H.15(519), the rate on the
                                particular Interest Determination Date for the
                                period of the particular Index Maturity as may
                                then be published by either the Federal Reserve
                                System Board of Governors or the United States
                                Department of the Treasury that the Calculation
                                Agent determines to be comparable to the rate
                                which would otherwise have been published in
                                H.15(519); or

                         iv.    if the rate referred to in clause (iii) is not
                                so published, the rate on the particular
                                Interest Determination Date calculated by the
                                Calculation Agent as a yield to maturity based
                                on the arithmetic mean of the secondary market
                                bid prices at approximately 3:30 P.M., New York
                                City time, on that Interest Determination Date
                                of three leading primary United States
                                government securities dealers in The City of New
                                York (which may include the purchasing agent or
                                its affiliates) (each, a "Reference Dealer")
                                selected by the Calculation Agent from five
                                Reference Dealers selected by the Calculation
                                Agent and eliminating the highest quotation, or,
                                in the event of equality, one of the highest,
                                and the lowest quotation or, in the event of
                                equality, one of the lowest, for United States
                                Treasury securities with an original maturity
                                equal to the particular Index Maturity, a
                                remaining term to maturity no more than one year
                                shorter than that Index Maturity and in a
                                principal amount that is representative for a
                                single transaction in the securities in that
                                market at that time; or

                         v.     if fewer than five but more than two of the
                                prices referred to in clause (iv) are provided
                                as requested, the rate on the particular

                                     A-3-12
<Page>

                                Interest Determination Date calculated by the
                                Calculation Agent based on the arithmetic mean
                                of the bid prices obtained and neither the
                                highest nor the lowest of the quotations shall
                                be eliminated; or

                         vi.    if fewer than three prices referred to in clause
                                (iv) are provided as requested, the rate on the
                                particular Interest Determination Date
                                calculated by the Calculation Agent as a yield
                                to maturity based on the arithmetic mean of the
                                secondary market bid prices as of approximately
                                3:30 P.M., New York City time, on that Interest
                                Determination Date of three Reference Dealers
                                selected by the Calculation Agent from five
                                Reference Dealers selected by the Calculation
                                Agent and eliminating the highest quotation or,
                                in the event of equality, one of the highest and
                                the lowest quotation or, in the event of
                                equality, one of the lowest, for United States
                                Treasury securities with an original maturity
                                greater than the particular Index Maturity, a
                                remaining term to maturity closest to that Index
                                Maturity and in a principal amount that is
                                representative for a single transaction in the
                                securities in that market at that time; or

                         vii.   if fewer than five but more than two prices
                                referred to in clause (vi) are provided as
                                requested, the rate on the particular Interest
                                Determination Date calculated by the Calculation
                                Agent based on the arithmetic mean of the bid
                                prices obtained and neither the highest nor the
                                lowest of the quotations will be eliminated; or

                         viii.  if fewer than three prices referred to in clause
                                (vi) are provided as requested, the CMT Rate in
                                effect on the particular Interest Determination
                                Date; or

                    (B) if CMT Moneyline Telerate Page 7052 is specified on the
                    face hereof:

                         i.     the percentage equal to the one-week or
                                one-month, as specified on the face hereof,
                                average yield for United States Treasury
                                securities at "constant maturity" having the
                                Index Maturity specified on the face hereof as
                                published in H.15(519) opposite the caption
                                "Treasury Constant Maturities", as the yield is
                                displayed on Moneyline Telerate (or any
                                successor service) (on page 7052 or any other
                                page as may replace the specified page on that
                                service) ("Moneyline Telerate Page 7052"), for
                                the week or month, as applicable, ended
                                immediately preceding the week or month, as
                                applicable, in which the particular Interest
                                Determination Date falls; or

                                     A-3-13
<Page>

                         ii.    if the rate referred to in clause (i) does not
                                so appear on Moneyline Telerate Page 7052, the
                                percentage equal to the one-week or one-month,
                                as specified on the face hereof, average yield
                                for United States Treasury securities at
                                "constant maturity" having the particular Index
                                Maturity and for the week or month, as
                                applicable, preceding the particular Interest
                                Determination Date as published in H.15(519)
                                opposite the caption "Treasury Constant
                                Maturities"; or

                         iii.   if the rate referred to in clause (ii) does not
                                so appear in H.15(519), the one-week or
                                one-month, as specified on the face hereof,
                                average yield for United States Treasury
                                securities at "constant maturity" having the
                                particular Index Maturity as otherwise announced
                                by the Federal Reserve Bank of New York for the
                                week or month, as applicable, ended immediately
                                preceding the week or month, as applicable, in
                                which the particular Interest Determination Date
                                falls; or

                         iv.    if the rate referred to in clause (iii) is not
                                so published, the rate on the particular
                                Interest Determination Date calculated by the
                                Calculation Agent as a yield to maturity based
                                on the arithmetic mean of the secondary market
                                bid prices at approximately 3:30 P.M., New York
                                City time, on that Interest Determination Date
                                of three Reference Dealers selected by the
                                Calculation Agent from five Reference Dealers
                                selected by the Calculation Agent and
                                eliminating the highest quotation, or, in the
                                event of equality, one of the highest, and the
                                lowest quotation or, in the event of equality,
                                one of the lowest, for United States Treasury
                                securities with an original maturity equal to
                                the particular Index Maturity, a remaining term
                                to maturity no more than one year shorter than
                                that Index Maturity and in a principal amount
                                that is representative for a single transaction
                                in the securities in that market at that time;
                                or

                         v.     if fewer than five but more than two of the
                                prices referred to in clause (iv) are provided
                                as requested, the rate on the particular
                                Interest Determination Date calculated by the
                                Calculation Agent based on the arithmetic mean
                                of the bid prices obtained and neither the
                                highest nor the lowest of the quotations shall
                                be eliminated; or

                         vi.    if fewer than three prices referred to in clause
                                (iv) are provided as requested, the rate on the
                                particular Interest Determination Date
                                calculated by the Calculation Agent as a yield
                                to maturity based on the arithmetic mean of the
                                secondary market bid prices as of approximately
                                3:30 P.M., New York City time, on

                                     A-3-14
<Page>

                                that Interest Determination Date of three
                                Reference Dealers selected by the Calculation
                                Agent from five Reference Dealers selected by
                                the Calculation Agent and eliminating the
                                highest quotation or, in the event of equality,
                                one of the highest and the lowest quotation or,
                                in the event of equality, one of the lowest, for
                                United States Treasury securities with an
                                original maturity greater than the particular
                                Index Maturity, a remaining term to maturity
                                closest to that Index Maturity and in a
                                principal amount that is representative for a
                                single transaction in the securities in that
                                market at the time; or

                         vii.   if fewer than five but more than two prices
                                referred to in clause (vi) are provided as
                                requested, the rate on the particular Interest
                                Determination Date calculated by the Calculation
                                Agent based on the arithmetic mean of the bid
                                prices obtained and neither the highest nor the
                                lowest of the quotations will be eliminated; or

                         viii.  if fewer than three prices referred to in clause
                                (vi) are provided as requested, the CMT Rate in
                                effect on that Interest Determination Date.

                    If two United States Treasury securities with an original
                    maturity greater than the Index Maturity specified on the
                    face hereof have remaining terms to maturity equally close
                    to the particular Index Maturity, the quotes for the United
                    States Treasury security with the shorter original remaining
                    term to maturity will be used.

               (3) COMMERCIAL PAPER RATE NOTES. If the Interest Rate Basis is
               the Commercial Paper Rate, this Note shall be deemed a
               "Commercial Paper Rate Note." Unless otherwise specified on the
               face hereof, "Commercial Paper Rate" means, from the Issuance
               Date to the first Interest Reset Date, the Initial Interest Rate,
               if any, and thereafter:

                    (A) the Money Market Yield (as defined below) on the
                    particular Interest Determination Date of the rate for
                    commercial paper having the Index Maturity specified on the
                    face hereof as published in H.15(519) under the caption
                    "Commercial Paper--Nonfinancial"; or

                    (B) if the rate referred to in clause (A) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the Money Market Yield of the rate on the
                    particular Interest Determination Date for commercial paper
                    having the particular Index Maturity as published in H.15
                    Daily Update, or such other recognized electronic source
                    used for the purpose of displaying the applicable rate,
                    under the caption "Commercial Paper--Nonfinancial"; or

                                     A-3-15
<Page>

                    (C) if the rate referred to in clause (B) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date calculated by the Calculation Agent as
                    the Money Market Yield of the arithmetic mean of the offered
                    rates at approximately 11:00 A.M., New York City time, on
                    that Interest Determination Date of three leading dealers of
                    United States dollar commercial paper in The City of New
                    York (which may include the purchasing agent or its
                    affiliates) selected by the Calculation Agent for commercial
                    paper having the particular Index Maturity placed for
                    industrial issuers whose bond rating is "Aa", or the
                    equivalent, from a nationally recognized statistical rating
                    organization; or

                    (D) if the dealers so selected by the Calculation Agent are
                    not quoting as mentioned in clause (C), the Commercial Paper
                    Rate in effect on the particular Interest Determination
                    Date.

               "Money Market Yield" means a yield (expressed as a percentage)
               calculated in accordance with the following formula:

                    Money Market Yield =        D X 360       X 100
                                          -------------------
                                             360 - (D X M)

               where "D" refers to the applicable per annum rate for commercial
               paper quoted on a bank discount basis and expressed as a decimal,
               and "M" refers to the actual number of days in the applicable
               Interest Reset Period.

               (4) FEDERAL FUNDS RATE NOTES. If the Interest Rate Basis is the
               Federal Funds Rate, this Note shall be deemed a "Federal Funds
               Rate Note." Unless otherwise specified on the face hereof,
               "Federal Funds Rate" means, from the Issuance Date to the first
               Interest Reset Date, the Initial Interest Rate, if any, and
               thereafter:

                    (A) the rate on the particular Interest Determination Date
                    for United States dollar federal funds as published in
                    H.15(519) under the caption "Federal Funds (Effective)" and
                    displayed on Moneyline Telerate (or any successor service)
                    on page 120 (or any other page as may replace the specified
                    page on that service) ("Moneyline Telerate Page 120"); or

                    (B) if the rate referred to in clause (A) does not so appear
                    on Moneyline Telerate Page 120 or is not so published by
                    3:00 P.M., New York City time, on the related Calculation
                    Date, the rate on the particular Interest Determination Date
                    for United States dollar federal funds as published in H.15
                    Daily Update, or such other recognized electronic source
                    used for the purpose of displaying the applicable rate,
                    under the caption "Federal Funds (Effective)"; or

                    (C) if the rate referred to in clause (B) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date calculated by the Calculation Agent

                                     A-3-16
<Page>

                    as the arithmetic mean of the rates for the last transaction
                    in overnight United States dollar federal funds arranged by
                    three leading brokers of United States dollar federal funds
                    transactions in The City of New York (which may include the
                    purchasing agent or its affiliates) selected by the
                    Calculation Agent prior to 9:00 A.M., New York City time, on
                    that Interest Determination Date; or

                    (D) if the brokers so selected by the Calculation Agent are
                    not quoting as mentioned in clause (C), the Federal Funds
                    Rate in effect on the particular Interest Determination
                    Date.

               (5) LIBOR NOTES. If the Interest Rate Basis is LIBOR, this Note
               shall be deemed a "LIBOR Note." Unless otherwise specified on the
               face hereof, "LIBOR" means, from the Issuance Date to the first
               Interest Reset Date, the Initial Interest Rate, if any, and
               thereafter:

                    (A) if "LIBOR Moneyline Telerate" is specified on the face
                    hereof or if neither "LIBOR Reuters" nor "LIBOR Moneyline
                    Telerate" is specified on the face hereof as the method for
                    calculating LIBOR, the rate for deposits in the LIBOR
                    Currency (as defined below) having the Index Maturity
                    specified on the face hereof, commencing on the related
                    Interest Reset Date, that appears on the LIBOR Page (as
                    defined below) as of 11:00 A.M., London time, on the
                    particular Interest Determination Date; or

                    (B) if "LIBOR Reuters" is specified on the face hereof, the
                    arithmetic mean of the offered rates, calculated by the
                    Calculation Agent, or the offered rate, if the LIBOR Page by
                    its terms provides only for a single rate, for deposits in
                    the LIBOR Currency having the particular Index Maturity,
                    commencing on the related Interest Reset Date, that appear
                    or appears, as the case may be, on the LIBOR Page as of
                    11:00 A.M., London time, on the particular Interest
                    Determination Date; or

                    (C) if fewer than two offered rates appear, or no rate
                    appears, as the case may be, on the particular Interest
                    Determination Date on the LIBOR Page as specified in clause
                    (A) or (B), as applicable, the rate calculated by the
                    Calculation Agent as the arithmetic mean of at least two
                    offered quotations obtained by the Calculation Agent after
                    requesting the principal London offices of each of four
                    major reference banks (which may include affiliates of the
                    purchasing agent) in the London interbank market to provide
                    the Calculation Agent with its offered quotation for
                    deposits in the LIBOR Currency for the period of the
                    particular Index Maturity, commencing on the related
                    Interest Reset Date, to prime banks in the London interbank
                    market at approximately 11:00 A.M., London time, on that
                    Interest Determination Date and in a principal amount that
                    is representative for a single transaction in the LIBOR
                    Currency in that market at that time; or

                                     A-3-17
<Page>

                    (D) if fewer than two offered quotations referred to in
                    clause (C) are provided as requested, the rate calculated by
                    the Calculation Agent as the arithmetic mean of the rates
                    quoted at approximately 11:00 A.M., in the applicable
                    Principal Financial Center, on the particular Interest
                    Determination Date by three major banks (which may include
                    affiliates of the purchasing agent) in that Principal
                    Financial Center selected by the Calculation Agent for loans
                    in the LIBOR Currency to leading European banks, having the
                    particular Index Maturity and in a principal amount that is
                    representative for a single transaction in the LIBOR
                    Currency in that market at that time; or

                    (E) if the banks so selected by the Calculation Agent are
                    not quoting as mentioned in clause (D), LIBOR in effect on
                    the particular Interest Determination Date.

               "LIBOR Currency" means the currency specified on the face hereof
               as to which LIBOR shall be calculated or, if no currency is
               specified on the face hereof, United States dollars.

               "LIBOR Page" means either: (1) if "LIBOR Reuters" is specified on
               the face hereof, the display on the Reuter Monitor Money Rates
               Service (or any successor service) on the page specified on the
               face hereof (or any other page as may replace that page on that
               service) for the purpose of displaying the London interbank rates
               of major banks for the LIBOR Currency; or (2) if "LIBOR Moneyline
               Telerate" is specified on the face hereof or neither "LIBOR
               Reuters" nor "LIBOR Moneyline Telerate" is specified on the face
               hereof as the method for calculating LIBOR, the display on
               Moneyline Telerate (or any successor service) on the page
               specified on the face hereof (or any other page as may replace
               such page on such service), or if no such page is specified, on
               the Moneyline Telerate (or any successor service) page generally
               used for the purpose of displaying the London interbank rates of
               major banks for the LIBOR Currency.

               (6) PRIME RATE NOTES. If the Interest Rate Basis is the Prime
               Rate, this Note shall be deemed a "Prime Rate Note." Unless
               otherwise specified on the face hereof, "Prime Rate" means, from
               the Issuance Date to the first Interest Reset Date, the Initial
               Interest Rate, if any, and thereafter:

                    (A) the rate on the particular Interest Determination Date
                    as published in H.15(519) under the caption "Bank Prime
                    Loan"; or

                    (B) if the rate referred to in clause (A) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date as published in H.15 Daily Update, or
                    such other recognized electronic source used for the purpose
                    of displaying the applicable rate, under the caption "Bank
                    Prime Loan", or

                                     A-3-18
<Page>

                    (C) if the rate referred to in clause (B) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date calculated by the Calculation Agent as
                    the arithmetic mean of the rates of interest publicly
                    announced by each bank that appears on the Reuters Screen US
                    PRIME 1 Page (as defined below) as the applicable bank's
                    prime rate or base lending rate as of 11:00 A.M., New York
                    City time, on that Interest Determination Date; or

                    (D) if fewer than four rates referred to in clause (C) are
                    so published by 3:00 p.m., New York City time, on the
                    related Calculation Date, the rate calculated by the
                    Calculation Agent on the particular Interest Determination
                    Date as the arithmetic mean of the prime rates or base
                    lending rates quoted on the basis of the actual number of
                    days in the year divided by a 360-day year as of the close
                    of business on that Interest Determination Date by three
                    major banks (which may include affiliates of the purchasing
                    agent) in The City of New York selected by the Calculation
                    Agent; or

                    (E) if the banks so selected by the Calculation Agent are
                    not quoting as mentioned in clause (D), the Prime Rate in
                    effect on the particular Interest Determination Date.

               "Reuters Screen US PRIME 1 Page" means the display on the Reuter
               Monitor Money Rates Service (or any successor service) on the "US
               PRIME 1" page (or any other page as may replace that page on that
               service) for the purpose of displaying prime rates or base
               lending rates of major United States banks.

               (7) TREASURY RATE NOTES. If the Interest Rate Basis is the
               Treasury Rate, this Note shall be deemed a "Treasury Rate Note."
               Unless otherwise specified on the face hereof, "Treasury Rate"
               means, from the Issuance Date to the first Interest Reset Date,
               the Initial Interest Rate, if any, and thereafter:

                    (A) the rate from the auction held on the Interest
                    Determination Date (the "Auction") of direct obligations of
                    the United States ("Treasury Bills") having the Index
                    Maturity specified on the face hereof under the caption
                    "INVESTMENT RATE" on the display on Moneyline Telerate (or
                    any successor service) on page 56 (or any other page as may
                    replace that page on that service) ("Moneyline Telerate Page
                    56") or page 57 (or any other page as may replace that page
                    on that service) ("Moneyline Telerate Page 57"); or

                    (B) if the rate referred to in clause (A) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the Bond Equivalent Yield (as defined
                    below) of the rate for the applicable Treasury Bills as
                    published in H.15 Daily Update, or another recognized
                    electronic source used for the purpose of displaying the
                    applicable rate, under the caption "U.S. Government
                    Securities/Treasury Bills/Auction High"; or

                                     A-3-19
<Page>

                    (C) if the rate referred to in clause (B) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the Bond Equivalent Yield of the auction
                    rate of the applicable Treasury Bills as announced by the
                    United States Department of the Treasury; or

                    (D) if the rate referred to in clause (C) is not so
                    announced by the United States Department of the Treasury,
                    or if the Auction is not held, the Bond Equivalent Yield of
                    the rate on the particular Interest Determination Date of
                    the applicable Treasury Bills as published in H.15(519)
                    under the caption "U.S. Government Securities/Treasury
                    Bills/Secondary Market"; or

                    (E) if the rate referred to in clause (D) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date of the applicable Treasury Bills as
                    published in H.15 Daily Update, or another recognized
                    electronic source used for the purpose of displaying the
                    applicable rate, under the caption "U.S. Government
                    Securities/Treasury Bills/Secondary Market"; or

                    (F) if the rate referred to in clause (E) is not so
                    published by 3:00 P.M., New York City time, on the related
                    Calculation Date, the rate on the particular Interest
                    Determination Date calculated by the Calculation Agent as
                    the Bond Equivalent Yield of the arithmetic mean of the
                    secondary market bid rates, as of approximately 3:30 P.M.,
                    New York City time, on that Interest Determination Date, of
                    three primary United States government securities dealers
                    (which may include the purchasing agent or its affiliates)
                    selected by the Calculation Agent, for the issue of Treasury
                    Bills with a remaining maturity closest to the Index
                    Maturity specified on the face hereof; or

                    (G) if the dealers so selected by the Calculation Agent are
                    not quoting as mentioned in clause (F), the Treasury Rate in
                    effect on the particular Interest Determination Date.

               "Bond Equivalent Yield" means a yield (expressed as a percentage)
               calculated in accordance with the following formula:

                    Bond Equivalent Yield =        D X N        X 100
                                             ------------------
                                               360 - (D X M)

               where "D" refers to the applicable per annum rate for Treasury
               Bills quoted on a bank discount basis and expressed as a decimal,
               "N" refers to 365 or 366, as the case may be, and "M" refers to
               the actual number of days in the applicable Interest Reset
               Period.

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

                                     A-3-20
<Page>

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

          (ii) REDEMPTION; REPAYMENT; ACCELERATION. In the event a Discount Note
          is redeemed, repaid or accelerated, the amount payable to the Holder
          of such Discount Note will be equal to the sum of: (A) the Issue Price
          (increased by any accruals of Discount) and, in the event of any
          redemption of such Discount Note, if applicable, multiplied by the
          Initial Redemption Percentage (as adjusted by the Annual Redemption
          Percentage Reduction, if applicable); and (B) any unpaid interest
          accrued on such Discount Note to the Maturity Date ("Amortized Face
          Amount"). Unless otherwise specified on the face hereof, for purposes
          of determining the amount of Discount that has accrued as of any date
          on which a redemption, repayment or acceleration of maturity occurs
          for a Discount Note, a Discount will be accrued using a constant yield
          method. The constant yield will be calculated using a 30-day month,
          360-day year convention, a compounding period that, except for the
          Initial Period (as defined below), corresponds to the shortest period
          between Interest Payment Dates for the applicable Discount Note (with
          ratable accruals within a compounding period), a coupon rate equal to
          the initial coupon rate applicable to the applicable Discount Note and
          an assumption that the maturity of such Discount Note will not be
          accelerated. If the period from the date of issue to the first
          Interest Payment Date for a Discount Note (the "Initial Period") is
          shorter than the compounding period for such Discount Note, a
          proportionate amount of the yield for an entire compounding period
          will be accrued. If the Initial Period is longer than the compounding
          period, then the period will be divided into a regular compounding
          period and a short period with the short period being treated as
          provided above.

     (d)  AMORTIZING NOTES. If this Note is specified on the face hereof as an
"Amortizing Note", this Note will bear interest in the same manner as set forth
in Section 3(a) above, and payments of principal, premium, if any, and interest
will be made as set forth on the face hereof and/or in accordance with Schedule
I attached hereto. The Trust will make payments combining principal, premium (if
any) and interest, if applicable, on the dates and in the amounts set forth in
the table appearing in SCHEDULE I, attached to this Note or in accordance with
the formula specified on the face hereof. Payments made hereon will be applied
first to interest due and payable hereon and then to the reduction of the unpaid
principal amount hereof.

SECTION 4. REDEMPTION. If no redemption right is set forth on the face hereof,
this Note may not be redeemed prior to the Stated Maturity Date, except as set
forth in the Indenture. If a redemption right is set forth on the face of this
Note, the Trust shall elect to redeem this Note on the Interest Payment Date
after the Initial Redemption Date set forth on the face hereof on which the
Funding Agreement is to be redeemed in whole or in part by Hartford Life
Insurance Company ("Hartford Life") (each, a "Redemption Date"), in which case
this Note must be redeemed on such Redemption Date in whole or in part, as
applicable, prior to the Stated Maturity Date, in increments equal to the
Authorized Denominations (provided that any

                                     A-3-21
<Page>

remaining Principal Amount hereof shall be at least equal to the Authorized
Denomination) at the applicable Redemption Price (as defined below), together
with unpaid interest, if any, accrued thereon to, but excluding, the applicable
Redemption Date. "Redemption Price" shall mean an amount equal to the Initial
Redemption Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if applicable) multiplied by the unpaid Principal Amount of this Note
to be redeemed (or in the case of Dicsount Notes, multiplied as set forth in
Section 3(c)(ii) above). The unpaid Principal Amount of this Note to be redeemed
shall be determined by multiplying (1) the Outstanding Principal Amount of this
Note by (2) the quotient derived by dividing (A) the outstanding principal
amount of the Funding Agreement to be redeemed by Hartford Life by (B) the
outstanding principal amount of the Funding Agreement. The Initial Redemption
Percentage, if any, applicable to this Note shall decline at each anniversary of
the Initial Redemption Date by an amount equal to the applicable Annual
Redemption Percentage Reduction, if any, until the Redemption Price is equal to
100% of the unpaid amount thereof to be redeemed. Notice must be given not more
than seventy-five (75) nor less than thirty (30) calendar days prior to the
proposed Redemption Date. In the event of redemption of this Note in part only,
a new Note for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.

SECTION 5. SINKING FUNDS AND AMORTIZING NOTES. Unless specified on the face
hereof, this Note will not be subject to, or entitled to the benefit of, any
sinking fund. If this Note is an Amortizing Note, this Note may pay an amount in
respect of both interest and principal amortized over the life of this Note.

SECTION 6. REPAYMENT. If no repayment right is set forth on the face hereof,
this Note may not be repaid at the option of the Holder hereof prior to the
Stated Maturity Date. If a repayment right is granted on the face of this Note,
this Note may be subject to repayment at the option of the Holder on any
Interest Payment Date on and after the date, if any, indicated on the face
hereof (each, a "Repayment Date"). On any Repayment Date, unless otherwise
specified on the face hereof, this Note shall be repayable in whole or in part
in increments equal to the Authorized Denominations (provided that any remaining
Principal Amount hereof shall be at least equal to the Authorized Denomination)
at the option of the Holder hereof at a repayment price equal to 100% of the
Principal Amount to be repaid or the Repayment Price specified above, together
with interest thereon payable to the Repayment Date. For this Note to be repaid
in whole or in part at the option of the Holder hereof, this Note must be
received by the Indenture Trustee, with the form entitled "Option to Elect
Repayment", below, duly completed by the Holder. Exercise of such repayment
option by the Holder hereof shall be irrevocable.

SECTION 7. MODIFICATIONS AND WAIVERS. The Indenture contains provisions
permitting the Trust and the Indenture Trustee (1) at any time and from time to
time without notice to, or the consent of, the Holders of any Notes issued under
the Indenture to enter into one or more supplemental indentures for certain
enumerated purposes and (2) with the consent of the Holders of a majority in
aggregate principal amount of the Outstanding Notes affected thereby, to enter
into one or more supplemental indentures for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, the Indenture or of modifying in any manner the rights of Holders of Notes
under the Indenture; PROVIDED, that, with respect to certain enumerated
provisions, no such supplemental indenture shall be entered into without the
consent of the Holder of each Note affected thereby. Any such consent or waiver
by the Holder

                                     A-3-22
<Page>

of this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note or such other Notes.

SECTION 8. OBLIGATIONS UNCONDITIONAL. No reference herein to the Indenture and
no provisions of this Note or of the Indenture shall impair the right of each
Holder of any Note, which is absolute and unconditional, to receive payment of
the principal of, and any interest on, and premium, if any, on, such Note on the
respective Stated Maturity Date or redemption date thereof and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

SECTION 9. EVENTS OF DEFAULT. If an Event of Default with respect to the Notes
shall occur and be continuing, the principal of, and all other amounts payable
on, the Notes may be declared due and payable, or may be automatically
accelerated, as the case may be, in the manner and with the effect provided in
the Indenture. In the event that this Note is a Discount Note, the amount of
principal of this Note that becomes due and payable upon such acceleration shall
be equal to the amount calculated as set forth in Section 3(c) hereof.

SECTION 10. WITHHOLDING; TAX EVENT. All amounts due on this Note will be made
without any applicable withholding or deduction for or on account of any present
or future taxes, duties, levies, assessments or other governmental charges of
whatever nature imposed or levied by or on behalf of any governmental authority
in the United States, unless such withholding or deduction is required by law.
Unless otherwise specified on the face hereof, the Trust will not pay any
additional amounts to the Holder of this Note in respect of such withholding or
deduction, any such withholding or deduction will not give rise to an event of
default or any independent right or obligation to redeem this Note and the
Holder will be deemed for all purposes to have received cash in an amount equal
to the portion of such withholding or deduction that is attributable to such
Holder's interest in this Note as equitably determined by the Trust.

     If (1) a Tax Event (defined below) as to the relevant Funding Agreement
occurs and (2) Hartford Life elects to redeem the Funding Agreement in whole or
in part, the Trust will redeem this Note, subject to the terms and conditions of
SECTION 2.04 of the Indenture, at the Tax Event Redemption Price (defined below)
together with unpaid interest accrued thereon to the applicable redemption date.
"Tax Event" means that Hartford Life shall have received an opinion of
independent legal counsel stating in 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 amendment to, or
change in, an interpretation or application of any such laws or regulations by
any governmental authority in the United States, which amendment or change is
enacted, promulgated, issued or announced on or after the effective date of the
relevant Funding Agreement, there is more than an insubstantial risk that (i)
the Trust is, or will be within ninety (90) days of the date thereof, subject to
U.S. federal income tax with respect to interest accrued or received on the
relevant Funding Agreement or (ii) the Trust is, or will be within ninety (90)
days of the date thereof, subject to more than a de minimis amount of taxes,
duties or other governmental charges. "Tax Event Redemption Price" means an
amount equal to the unpaid principal amount of this Note to be redeemed, which
shall be determined by multiplying (1) the

                                     A-3-23
<Page>

Outstanding Principal Amount of this Note by (2) the quotient derived by
dividing (A) the outstanding principal amount to be redeemed by Hartford Life of
the Funding Agreement by (B) the outstanding principal amount of the Funding
Agreement.

SECTION 11. LISTING. Unless otherwise specified on the face hereof, this Note
will not be listed on any securities exchange.

SECTION 12. COLLATERAL. The Collateral for this Note includes the Funding
Agreement specified on the face hereof.

SECTION 13. NO RECOURSE AGAINST CERTAIN PERSONS. No recourse shall be had for
the payment of any principal, interest or any other sums at any time owing under
the terms of this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against the Nonrecourse Parties, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such personal liability being, by the acceptance hereof and as
part of the consideration for issue hereof, expressly waived and released.

SECTION 14. MISCELLANEOUS.

     (a) This Note is issuable only as a registered Note without coupons in
denominations of $1,000 and any integral multiple of $1,000 in excess thereof
unless otherwise specified on the face of this Note.

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

     (c) The Notes are being issued by means of physical distribution of Notes
to be made as provided in the Indenture. The Register maintained by the
Registrar will evidence ownership of the Notes, with transfers of ownership
effected on the Register and through the Transfer Agent. Transfer of principal,
premium (if any) and interest (if any) to the Holder will be the responsibility
of the Paying Agent. The selection of any Notes to be redeemed or repaid will be
determined by the Indenture Trustee pursuant to the Indenture.

     (d) This Note or portion hereof may not be exchanged for Global Notes. No
service charge will be made for any registration of transfer or exchange, but
the Trust may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

SECTION 15. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                     A-3-24
<Page>

                            OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably request(s) and instruct(s) the Trust to
repay this Note (or portion hereof specified below) pursuant to its terms at a
price equal to the Principal Amount hereof together with interest to the
repayment date, to the undersigned, at:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned).

     For this Note to be repaid, the Indenture Trustee (or the Paying Agent on
behalf of the Indenture Trustee) must receive at its Corporate Trust Office, or
at such other place or places of which the Trust shall from time to time notify
the Holder of this Note, not more than seventy-five (75) nor less than thirty
(30) days prior to a Repayment Date, if any, shown on the face of this Note,
this Note with this "Option to Elect Repayment" form duly completed.

     If less than the entire Principal Amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $______ or an integral multiple of $1,000 in excess of $______)
of the Notes to be issued to the Holder for the portion of this Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid).

$
 --------------------------------         --------------------------------------
                                            NOTICE: The signature on this Option
DATE:                                       to Elect Repayment must correspond
     -----------------                      with the name as written upon the
                                            face of this Note in every
                                            particular, without alteration or
                                            enlargement or any change whatever.

Principal Amount to be repaid, if           Fill in for registration of Notes
amount to be repaid is less than            if to be issued otherwise than
the Principal Amount of this Note           to the registered Holder:
(Principal Amount remaining must be
an authorized denomination)
                                            Name:
$                                                 --------------------------
 -------------------------------            Address:
                                                     -----------------------

                                                     -----------------------
                                            (Please print name and
                                            address including zip code)

SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER: _________________

                                     A-3-25
<Page>

                                   SCHEDULE I

                          AMORTIZATION TABLE OR FORMULA

                                     A-3-26

<Page>

                                TABLE OF CONTENTS

<Table>
<S>                                                                          <C>
                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. DEFINITIONS                                                     1
SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS                           11
SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE.              11
SECTION 1.04. ACTS OF HOLDERS.                                               13
SECTION 1.05. NOTICES                                                        15
SECTION 1.06. NOTICE TO HOLDERS; WAIVER.                                     16
SECTION 1.07. SEVERABILITY                                                   16
SECTION 1.08. SUCCESSORS AND ASSIGNS                                         16
SECTION 1.09. BENEFITS OF INDENTURE                                          17
SECTION 1.10. LANGUAGE OF NOTICES                                            17
SECTION 1.11. GOVERNING LAW.                                                 17
SECTION 1.12. WAIVER OF JURY TRIAL                                           17
SECTION 1.13. COUNTERPARTS                                                   18
SECTION 1.14. THIRD PARTY BENEFICIARIES                                      18
SECTION 1.15. CONFLICT WITH TRUST INDENTURE ACT                              18

                                    ARTICLE 2
                                    THE NOTES

SECTION 2.01. FORMS GENERALLY.                                               18
SECTION 2.02. NO LIMITATION ON AGGREGATE PRINCIPAL AMOUNT OF NOTES           21
SECTION 2.03. LISTING                                                        21
SECTION 2.04. REDEMPTION.                                                    21
SECTION 2.05. EXECUTION, AUTHENTICATION AND DELIVERY GENERALLY.              23
SECTION 2.06. REGISTRATION                                                   26
SECTION 2.07. TRANSFER.                                                      26
SECTION 2.08. MUTILATED, DESTROYED, LOST AND STOLEN NOTES.                   26
SECTION 2.09. PAYMENT OF INTEREST; RIGHTS TO INTEREST PRESERVED.             27
SECTION 2.10. CANCELLATION                                                   28
SECTION 2.11. PERSONS DEEMED OWNERS                                          28
SECTION 2.12. TAX TREATMENT; TAX RETURNS AND REPORTS.                        28
SECTION 2.13. NO ASSOCIATION                                                 29

                                    ARTICLE 3
                    COVENANTS, REPRESENTATIONS AND WARRANTIES

SECTION 3.01. PAYMENT OF PRINCIPAL AND ANY PREMIUM, INTEREST AND
              ADDITIONAL AMOUNTS                                             29
SECTION 3.02. COLLECTION ACCOUNT                                             29
SECTION 3.03. AGREEMENTS OF THE PAYING AGENT                                 30
SECTION 3.04. MAINTENANCE OF OFFICE OR AGENCY.                               32
SECTION 3.05. DUTIES OF THE AGENTS.                                          32
SECTION 3.06. DUTIES OF THE TRANSFER AGENT                                   33
SECTION 3.07. DUTIES OF THE REGISTRAR.                                       34
SECTION 3.08. UNCLAIMED MONIES                                               35
</Table>

                                        i
<Page>

<Table>
<S>                                                                          <C>
SECTION 3.09. PROTECTION OF COLLATERAL.                                      35
SECTION 3.10. OPINIONS AS TO COLLATERAL; ANNUAL STATEMENT AS TO COMPLIANCE.  37
SECTION 3.11. PERFORMANCE OF OBLIGATIONS                                     38
SECTION 3.12. EXISTENCE.                                                     39
SECTION 3.13. REPORTS; FINANCIAL INFORMATION; NOTICES OF DEFAULTS.           39
SECTION 3.14. PAYMENT OF TAXES AND OTHER CLAIMS                              40
SECTION 3.15. NEGATIVE COVENANTS                                             41
SECTION 3.16. NON-PETITION                                                   43
SECTION 3.17. TITLE TO THE COLLATERAL                                        43
SECTION 3.18. WITHHOLDING AND PAYMENT OF ADDITIONAL AMOUNTS.                 43
SECTION 3.19. ADDITIONAL REPRESENTATIONS AND WARRANTIES.                     45
SECTION 3.20. ANCILLARY DOCUMENTS                                            46

                                    ARTICLE 4
      GRANTING OF SECURITY INTEREST AND ASSIGNMENT FOR COLLATERAL PURPOSES

SECTION 4.01. CREATION                                                       47
SECTION 4.02. SCOPE.                                                         47
SECTION 4.03. TERMINATION OF SECURITY INTEREST                               48

                                    ARTICLE 5
                     SATISFACTION AND DISCHARGE; SUBROGATION

SECTION 5.01. SATISFACTION AND DISCHARGE OF INDENTURE                        48
SECTION 5.02. APPLICATION OF TRUST MONEY                                     49
SECTION 5.03. REPAYMENT OF FUNDS HELD BY PAYING AGENT                        50

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT.                                             50
SECTION 6.02. ACCELERATION OF MATURITY DATE; RESCISSION AND ANNULMENT        52
SECTION 6.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT           53
SECTION 6.04. INDENTURE TRUSTEE MAY FILE PROOFS OF CLAIM                     53
SECTION 6.05. INDENTURE TRUSTEE MAY ENFORCE CLAIMS WITHOUT
              POSSESSION OF NOTES                                            54
SECTION 6.06. APPLICATION OF MONEY COLLECTED                                 54
SECTION 6.07. LIMITATION ON SUITS                                            55
SECTION 6.08. UNCONDITIONAL RIGHTS OF HOLDERS TO RECEIVE PAYMENTS            56
SECTION 6.09. RESTORATION OF RIGHTS AND REMEDIES                             56
SECTION 6.10. RIGHTS AND REMEDIES CUMULATIVE                                 56
SECTION 6.11. DELAY OR OMISSION NOT WAIVER                                   56
SECTION 6.12. CONTROL BY HOLDERS                                             56
SECTION 6.13. WAIVER OF PAST DEFAULTS                                        57
SECTION 6.14. UNDERTAKING FOR COSTS                                          57
SECTION 6.15. WAIVER OF STAY OR EXTENSION LAWS                               57

                                    ARTICLE 7
                     THE INDENTURE TRUSTEE AND OTHER AGENTS

SECTION 7.01. DUTIES OF INDENTURE TRUSTEE.                                   57
SECTION 7.02. NO LIABILITY TO INVEST                                         59
</Table>

                                       ii
<Page>

<Table>
<S>                                                                          <C>
SECTION 7.03. PERFORMANCE UPON DEFAULT                                       59
SECTION 7.04. NO ASSUMPTION BY PAYING AGENT, TRANSFER AGENT,
              CALCULATION AGENT OR REGISTRAR                                 60
SECTION 7.05. NOTICE OF DEFAULT                                              60
SECTION 7.06. RIGHTS OF INDENTURE TRUSTEE                                    60
SECTION 7.07. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES              62
SECTION 7.08. INDENTURE TRUSTEE MAY HOLD NOTES                               62
SECTION 7.09. MONEY HELD IN TRUST                                            62
SECTION 7.10. COMPENSATION AND REIMBURSEMENT                                 62
SECTION 7.11. INDENTURE TRUSTEE REQUIRED ELIGIBILITY                         62
SECTION 7.12. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.             63
SECTION 7.13. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.                        64
SECTION 7.14. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
              BUSINESS OF INDENTURE TRUSTEE                                  65
SECTION 7.15. CO-TRUSTEES.                                                   65
SECTION 7.16. APPOINTMENT AND DUTIES OF THE CALCULATION AGENT.               66
SECTION 7.17. CHANGES IN AGENTS.                                             67
SECTION 7.18. LIMITATION OF DELAWARE TRUSTEE LIABILITY                       69

                                    ARTICLE 8
                             SUPPLEMENTAL INDENTURES

SECTION 8.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS             69
SECTION 8.02. SUPPLEMENTAL INDENTURE WITH CONSENT OF HOLDERS.                70
SECTION 8.03. EXECUTION OF SUPPLEMENTAL INDENTURES                           72
SECTION 8.04. EFFECT OF SUPPLEMENTAL INDENTURE                               72
SECTION 8.05. REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES                  72
SECTION 8.06. CONFORMITY WITH TRUST INDENTURE ACT                            72
SECTION 8.07. AMENDMENT OF THE FUNDING AGREEMENT.                            72

                                    ARTICLE 9
                             NON-RECOURSE PROVISIONS

SECTION 9.01. NONRECOURSE ENFORCEMENT                                        74

                                   ARTICLE 10
                          MEETINGS OF HOLDERS OF NOTES

SECTION 10.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED                     75
SECTION 10.02. CALL, NOTICE AND PLACE OF MEETINGS                            75
SECTION 10.03. PERSONS ENTITLED TO VOTE AT MEETINGS                          75
SECTION 10.04. QUORUM; ACTION                                                75
SECTION 10.05. DETERMINATION OF VOTING RIGHTS; CONDUCT AND
               ADJOURNMENT OF MEETINGS.                                      76
SECTION 10.06. COUNTING VOTES AND RECORDING ACTION OF MEETINGS               77

                                   ARTICLE 11
                           NOTES IN FOREIGN CURRENCIES

SECTION 11.01. NOTES IN FOREIGN CURRENCIES                                   77
</Table>

                                       iii
<Page>

<Table>
<S>                                                                       <C>
Exhibit A-1    Form of Retail Note                                        A-1-1

Exhibit A-2    Form of Institutional Global Note                          A-2-1

Exhibit A-3    Form of Institutional Definitive Note                      A-3-1
</Table>

                                       iv
<Page>

                         Reconciliation and tie between
             Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                  and Indenture

<Table>
<Caption>
TRUST INDENTURE ACT SECTION                               INDENTURE SECTION
---------------------------                               -----------------
<S>                                                             <C>
Section 310(a)                                                  7.11
(b)                                                             7.11
Section 311(a)                                                  7.08
Section 312(a)                                                  3.13
(b)                                                             3.13
(c)                                                             3.13
Section 313(a)                                                  3.13
(b)                                                             3.13
(c)                                                             3.13
(d)                                                             3.13
Section 314(a)                                                  3.10
(b)                                                             3.10
(c)                                                             3.10
(d)                                                             3.10
(e)                                                       1.03, 3.10
Section 315(c)                                                  7.01
Section 316(a)(1) (A)                                     6.02, 6.12
(a)(1)(B)                                                       6.13
(b)                                                             6.08
(c)                                                             1.04
Section 317(a)(1)                                               6.03
(a)(2)                                                          6.04
(b)                                                             3.03
Section 318(a)                                                  1.14
(c)                                                             1.14
</Table>

Note: This reconciliation and tie shall not, for any purpose, be deemed to be
      part of the Indenture.

Attention should also be directed to Section 318(c) of the Trust Indenture Act,
which provides that certain provisions of Sections 310 to and including 317 are
a part of and govern every qualified indenture, whether or not physically
contained herein.

                                        v