Exhibit 4.1





                            STANDARD INDENTURE TERMS

                                 WITH RESPECT TO

                          HARTFORD LIFE GLOBAL FUNDING

                   SECURED MEDIUM-TERM NOTES AND INCOME NOTES

                          DATED AS OF DECEMBER 2, 2005



                            STANDARD INDENTURE TERMS

         This document constitutes the Standard Indenture Terms, dated as of
December 2, 2005, 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;

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         (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.

         "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 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 by and between the Delaware Trustee on behalf of the Trust
and other trusts formed under the Program (as acknowledged and agreed to by the
Trust pursuant to the Coordination Agreement contained in the Omnibus
Instrument) 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 Corp. 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

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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
officer, 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.

         "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

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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
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

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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 that
is not registered in the name of a Depositary or its nominee.

         "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 by and between Hartford Life and each of the Delaware
Trustee, on behalf of the Trust and other trusts formed under the Program, the
Indenture Trustee, and the Administrator and any other expense and indemnity
agreements by and between Hartford Life 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.

         "EUROPEAN UNION DIRECTIVE" means any law, regulation, directive or any
interpretation by the European Union or a member nation of the European Union
which

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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.

         "GAAP" means generally accepted accounting principles in the United
States, consistently applied.

         "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
the balance sheet of such Person in conformity with GAAP, (iii) all 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.

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         "INDENTURE TRUSTEE" means, unless otherwise specified in the Indenture,
JPMorgan Chase Bank, N.A. 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 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 between the
Administrator, 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.

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         "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.

         "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;

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                  (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
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
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.

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         "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 IncomeNotesSM
Program.

         "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

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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 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

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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; provided that in no event shall the Stated Maturity Date of any
Note exceed thirty years after the Issuance Date of such Note.

         "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.

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

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         "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

                                       13
<PAGE>

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.

         (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

                                       14
<PAGE>

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 (other than the Trust Certificate required by
Section 3.10(b)) 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:

                  (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

                                       15
<PAGE>

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 accountholders 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 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

                                       16
<PAGE>

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
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.

                                       17
<PAGE>

         Such notices shall be addressed

         if to the Indenture Trustee, to:

         JPMorgan Chase Bank, N.A.
         4 New York Plaza
         15th Floor
         New York, New York 10004
         Facsimile:  (212) 623-6167
         Attention:  Worldwide Securities Services

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

         JPMorgan Chase Bank, N.A.
         4 New York Plaza
         15th Floor
         New York, New York 10004
         Facsimile:  (212) 623-6167
         Attention:  Worldwide Securities 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:

         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

                                       18
<PAGE>

         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

         Fitch Ratings
         55 East Monroe Street
         Chicago, Illinois  60603
         Facsimile:  (312) 263-4046
         Attention:  Peter F. Patrino

         A.M. Best Company, Inc.
         Ambest Road
         Oldwick, New Jersey  08858
         Facsimile:  (908) 439-2237
         Attention:  Donna Terlinden

         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.

                                       19
<PAGE>

         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.

         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

                                       20
<PAGE>

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
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.

                                       21
<PAGE>

                                   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.

         (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 and subject to the procedures of the Depositary 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

                                       22
<PAGE>

         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 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

                                       23
<PAGE>

                           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 accountholder
         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

                  (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 set forth in the Pricing Supplement. Unless otherwise
specified in the

                                       24
<PAGE>

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(f) 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) hereof, 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
(unless otherwise set forth in the Pricing Supplement or the Notes). 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

                                       25
<PAGE>

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

Notice of redemption of Notes to be redeemed by the Trust shall be given by the
Trust or, at the Trust's request, by the Indenture Trustee in the name and at
the expense of the Trust.

         (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) hereof, 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, unless, in connection with a redemption date falling on an Interest
Payment Date, the Notes provide that interest payable on an Interest Payment
Date that is a redemption date shall be paid to the Person to whom principal is
payable.

         (f) In case of any redemption by 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 by a Trust Certificate 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) by 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

                                       26
<PAGE>

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 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;

                                       27
<PAGE>

                  (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) Having received from the Trust the documents referred to in Section
2.05(a) and (b) (to the extent applicable) and 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.

         (d) 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

                                       28
<PAGE>

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.

         (e) 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: December 2, 2005

                                         JPMorgan Chase Bank, N.A.
                                         as Indenture Trustee


                                         By:  ___________________________
                                               authorized officer

                                       29
<PAGE>

         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.

         (f) 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.

         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

                                       30
<PAGE>

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.

         (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

                                       31
<PAGE>

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 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

                                       32
<PAGE>

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) 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.

         (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

                                       33
<PAGE>

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 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

                                       34
<PAGE>

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.

         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 Paying Agent in
The City of New York, as provided herein or in the applicable Definitive Note.
Notwithstanding anything herein to the contrary, interest

                                       35
<PAGE>

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 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 interest 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.

                                       36
<PAGE>

         (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).

         (g) Interest shall accrue for the purpose of paragraph (ii) 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.

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<PAGE>

         (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 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

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<PAGE>

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, the Holders 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:

         (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

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<PAGE>

         (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.

         (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

                                       40
<PAGE>

         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.

         (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);

                                       41
<PAGE>

                  (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.

         (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 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.

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<PAGE>

         (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 fifteenth (15th) day of May of each calendar year,
commencing on the first such date following the Issuance Date, 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; provided, however, that the Trust need not
furnish such opinion if Hartford Life has previously delivered such opinion for
the relevant period and has notified the Trust of such delivery. 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 fifteenth (15th) day of May in the following calendar year.

         (b) On or before the fifteenth (15th) day of May in each calendar year,
commencing on the first such date following the Issuance Date, 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:

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<PAGE>

                  (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

                  (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.

                                       44
<PAGE>

         (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.

         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.

                                       45
<PAGE>

         (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
         fifteenth (15th) day of May and the fifteenth (15th) day of November of
         each year or upon such other dates as are set 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 fifteenth (15th) day of May of each calendar
year commencing on the first such date following the Issuance Date, 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 fifteenth (15th) day of March of such year with respect to any
of the events specified in said

                                       46
<PAGE>

Section 313(a) of the Trust Indenture Act which may have occurred since the
later of the immediately preceding fifteenth (15th) day of March 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 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;

                                       47
<PAGE>

         (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;

         (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;

                                       48
<PAGE>

         (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

         (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.

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<PAGE>

         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 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 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 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

                                       50
<PAGE>

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

                                       51
<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:

                                       52
<PAGE>

                  (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;

                  (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 than 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

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<PAGE>

                  (ii) 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.

                                   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

                                       54
<PAGE>

         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 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

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<PAGE>

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 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,

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

                           (C) are to be called for redemption within one year
                  under arrangements satisfactory to the Indenture Trustee for
                  the giving of notice

                                       56
<PAGE>

                  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.

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

                                       57
<PAGE>

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";

         (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;

                                       58
<PAGE>

         (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

         (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

                                       59
<PAGE>

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 2/3%) 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

                  (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.

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         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 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,

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                  (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, 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:

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         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 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;

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                  (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, 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

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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 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, 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

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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.

         (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

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<PAGE>

         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.

         (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;

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                  (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).

         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

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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.

         (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

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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 or
duties 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.

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         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 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) the Indenture

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Trustee 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 Holder for at least six (6) 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

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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.

         (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 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 AND SEPARATE 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, or

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to act as separate trustee of all or any part of such property, 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 or separate trustee so appointed for more fully confirming to such
co-trustee or separate 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 or separate 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 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 or separate trustee jointly,
         as shall be provided in the instrument appointing such co-trustee or
         separate 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 or separate 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
         or separate 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
         or separate 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 or separate
         trustee so resigned or removed may be appointed in the manner provided
         in this Section;

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                  (iv) no co-trustee or separate 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 or separate 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 and
         separate 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 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

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                  (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 upon
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 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.

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         (e) If any Agent gives notice of its resignation in accordance with
this Section 7.17, and a successor to such Agent has not been appointed by the
Trust by the tenth (10th) day before the expiration of such notice, 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, 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, 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

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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

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and from time 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 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) providing for the issuance of and establishing the form
         and terms and conditions of Notes as provided in Section 2.02; or

                  (g) establishing 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.

         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

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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:

                  (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

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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.

         (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 and that the supplemental indenture complies with the
requirements of Section 8.01 or 8.02, as the case may be. 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.

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         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:

                  (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

                                       83
<PAGE>

         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
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 Administrator, the Indenture Trustee,
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

                                       84
<PAGE>

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.

                                   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

                                       85
<PAGE>

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 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 6.13, 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

                                       86
<PAGE>

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 6.13, 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 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

                                       87
<PAGE>

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 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

                                       88
<PAGE>

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]

                                       89
<PAGE>

                                   EXHIBIT A-1

                               FORM OF RETAIL NOTE

                                     A-1-1
<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 TRUST [_____] - [___]

                                 INCOMENOTES(SM)

<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):
     _________________________________________________.
Depositary:                                                    CD Rate [ ]
Authorized Denominations:                                      CMT Rate [ ]
</TABLE>

                                     A-1-2
<PAGE>

<TABLE>
<S>                                                       <C>
Collateral held in the Trust:  Hartford Life Insurance             Designated CMT Telerate Page:
     Company Funding Agreement No. -, all proceeds of                   If Telerate Page 7052:
     the Funding Agreement and all rights and books and                 [ ] Weekly Average
     records pertaining to the foregoing.                               [ ] 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 [ ]
     Additional/Other Terms:                                       [ ] LIBOR Reuters Page:
                                                                   [ ] LIBOR Moneyline Telerate Page:
Discount Note:  [ ] Yes [ ] No. If yes,                            LIBOR Currency:
     Total Amount of Discount:                                 Prime Rate [ ]
                                                               Treasury Rate [ ]
     Initial Accrual Period of Discount:                       Index Maturity:
     Interest Payment Dates:                                   Spread and/or Spread Multiplier:
     Additional/Other Terms:                                   Initial Interest Rate, if any:
Redemption Provisions:  [ ] Yes [ ] No. If yes,                Initial Interest Reset Date:
     Initial Redemption Date:                                  Interest Reset Dates:
     Redemption Dates:                                         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:
                                                          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 "INDENTURE"), between JPMorgan
Chase Bank, N.A., as the indenture trustee (the "INDENTURE TRUSTEE"), and the
Trust, or on the face hereof.

                                     A-1-3
<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.

                                     A-1-4
<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-1-5
<PAGE>

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

                             HARTFORD LIFE GLOBAL FUNDING TRUST [-]


Dated:  [-]                  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 [-]
as referred to in the within-mentioned Indenture.

                             JPMORGAN CHASE BANK, N.A.
                             As Indenture Trustee

Dated:  [-]
                             By: __________________________
                                 authorized officer

                                     A-1-6
<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>

                                                A-1-7
<PAGE>

                  (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), in
         accordance with a schedule attached hereto.

                  (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) multiplied by the applicable Spread Multiplier, if any;
         and/or (2) plus or minus the applicable Spread, 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;

                                     A-1-8
<PAGE>

         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) multiplied by the
         applicable Spread Multiplier, if any; and/or (2) plus or minus the
         applicable Spread, 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) 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 every third
         calendar month, beginning in the third calendar month following the
         month in which the Issuance Date occurred; (5) semi-annually--the
         fifteenth day of every sixth calendar month, beginning in the sixth
         calendar month following the month in which the Issuance Date occurred;
         and (6) annually--the fifteenth day of every twelfth calendar month,
         beginning in the twelfth calendar month following the month in which
         the Issuance Date occurred; 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

                                     A-1-9
<PAGE>

         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 London Banking Day preceding the related
         Interest Reset Date, unless the applicable LIBOR Currency is (A) pounds
         sterling, in which case the Interest Determination Date will be the
         related Interest Reset Date, or (B) euro, in which case the Interest
         Determination Date will be the second TARGET Settlement Day (as defined
         below) preceding the applicable 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. "TARGET SETTLEMENT DAY" means a
         day on which the TARGET System is open.

                  (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 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

                                     A-1-10
<PAGE>

         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 every third calendar
         month, beginning in the third calendar month following the month in
         which the Issuance Date occurred, as specified on the face hereof; (2)
         quarterly--the fifteenth day of every third calendar month, beginning
         in the third calendar month following the month in which the Issuance
         Date occurred; (3) semi-annually--the fifteenth day of every sixth
         calendar month, beginning in the sixth calendar month following the
         month in which the Issuance Date occurred; and (4) annually--the
         fifteenth day of every twelfth calendar month, beginning in the twelfth
         calendar month following the month in which the Issuance Date occurred.
         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).

                  (xii) INTEREST FACTOR. With respect to a Floating Rate Note,
         accrued interest is calculated by multiplying the principal amount of
         such Note by an

                                     A-1-11
<PAGE>

         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

                                     A-1-12
<PAGE>

                           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

                                    (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; provided that if no CD
                           Rate is then in effect, the interest rate for the
                           next Interest Reset Period will be the Initial
                           Interest Rate.

                  "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

                                     A-1-13
<PAGE>

                                             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 Interest Determination

                                     A-1-14
<PAGE>

                                             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; provided that
                                             if no CMT Rate is then in effect,
                                             the interest rate for the next
                                             Interest Reset Period will be the
                                             Initial Interest Rate; or

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

                                     A-1-15
<PAGE>

                                       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

                                     A-1-16
<PAGE>

                                             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 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

                                     A-1-17
<PAGE>

                                             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; provided that if no CMT Rate
                                             is then in effect, the interest
                                             rate for the next Interest Reset
                                             Period will be the Initial Interest
                                             Rate.

                           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.

                           (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

                                     A-1-18
<PAGE>

                           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; provided
                           that if no Commercial Paper Rate is then in effect,
                           the interest rate for the next Interest Reset Period
                           will be the Initial Interest Rate.

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

                                                   D x 360
                           Money Market Yield = ------------- 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.

                           (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

                                     A-1-19
<PAGE>

                           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; provided that
                           if no Federal Funds Rate is then in effect, the
                           interest rate for the next Interest Reset Period will
                           be the Initial Interest Rate.

                           (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

                                    (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

                                     A-1-20
<PAGE>

                                    (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; provided that if no
                           LIBOR is then in effect, the interest rate for the
                           next Interest Reset Period will be the Initial
                           Interest Rate.

                  "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

                                     A-1-21
<PAGE>

                  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.

                           (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

                                     A-1-22
<PAGE>

                           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; provided that
                           if no Prime Rate is then in effect, the interest rate
                           for the next Interest Reset Period will be the
                           Initial Interest Rate.

                  "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.

                           (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

                                     A-1-23
<PAGE>

                                    (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 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; provided that
                           if no Treasury Rate is then in effect, the interest
                           rate for the next Interest Reset Period will be the
                           Initial Interest Rate.

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

                                                       D x N
                           Bond Equivalent Yield = ------------- 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.

                                     A-1-24
<PAGE>

         (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.

         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 redeem this Note on the Interest Payment Date on or
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,

                                     A-1-25
<PAGE>

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.

         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.

                                     A-1-26
<PAGE>

         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 in respect of this Note will be made free and clear of any applicable
withholding or deduction for or on account of any present or future taxes,
duties, levies, assessments or other governmental charges of whatever nature
imposed or levied by or on behalf of any governmental authority, unless such
withholding or deduction is required by law. The Trust will not pay any
additional amounts to the Holder of this Note in respect of any such withholding
or deduction, any such withholding or deduction will not give rise to an Event
of Default or any independent right or obligation to redeem this Note and the
Holder will be deemed for all purposes to have received cash in an amount equal
to the portion of such withholding or deduction that is attributable to such
Holder's interest in this Note as equitably determined by the 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-1-27
<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 be responsible or liable for
such transfers or payments or for maintaining,

                                     A-1-28
<PAGE>

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

                                     A-1-29
<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 until 12 full months following the Issuance Date with respect to such
Note. "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 repaid, 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 interests 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(SM) 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(SM) 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 (the "Trust Put Limitation").

                                     A-1-30
<PAGE>

         (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).

         (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 Indenture 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. Any exercise(s) of
the Survivor's Option with respect to Notes (or portions thereof) not accepted
during any calendar year, because such acceptance would have contravened the
Annual Put Limitation, the Individual Put Limitation or the Trust Put
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
if repayment is to be delayed, the Indenture Trustee shall deliver a notice by
first-class mail to the presenting direct participant that states the reason
such Note (or portion thereof) has not been accepted for payment or why
repayment 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 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 Indenture
Trustee that (i) the deceased was the Beneficial Owner of this Note at the time
of death, which evidence may be in the form of a letter from the Representative,
(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 or letter satisfactory to the
Indenture 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

                                     A-1-31
<PAGE>

and such other instruments or documents that the Indenture 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 Indenture 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 execute an
election form in the form attached hereto as Annex A and deliver the originals
of such items to the Indenture Trustee and retain photocopies thereof. If the
Indenture Trustee determines that it has received the requisite documentation
and information and all other conditions described in this Note and in the
applicable prospectus supplement and pricing supplement are satisfied, the
Indenture Trustee shall make payment of the applicable amount to the direct
participant through the Depositary. 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, regarding the eligibility or validity of any exercise of the
Survivor's Option will be determined by the Indenture Trustee, in its sole
discretion, which determination shall be final and binding on all parties,
provided however, that any such determination is subject to the right of the
issuer of the relevant Funding Agreement to require reasonable evidence that the
exercise of the Survivor's Option satisfied all of the terms and conditions
described in this Note or the prospectus, prospectus supplement and/or pricing
supplement applicable to this Note and any restriction in the schedule to such
Funding Agreement. The Indenture Trustee shall have no liability to any Person,
including without limitation, the Trust, the issuer of the Funding Agreement,
any Holder, any Beneficial Owner or any Representative, arising out of any
determination made by it relating to the eligibility or validity of any exercise
of the Survivor's Option, unless occasioned by the Indenture Trustee's gross
negligence or willful misconduct.

         (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.

                                     A-1-32
<PAGE>

         (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 Indenture 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-1-33
<PAGE>

                                                                         ANNEX A

                             REPAYMENT ELECTION FORM

                         HARTFORD LIFE INSURANCE COMPANY

                      HARTFORD LIFE INCOMENOTES(SM) 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(SM) 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 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 Repayment Election Form
                  (this "FORM").

         -        The Financial Institution shall deliver to JPMorgan Chase
                  Bank, N.A. (the "INDENTURE TRUSTEE") the originals of all
                  records specified in the Instructions supporting the above
                  representations and all other related documents received from
                  the relevant broker or other entity, and shall retain
                  photocopies thereof, and shall make such photocopies 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 Indenture Trustee, the
                  Trustee, the Administrator or the Trust, in any such party's
                  reasonable discretion,

                                     A-1-34
<PAGE>

                  deems any of the records specified in the Instructions
                  supporting the above representations or any such other related
                  documents unsatisfactory to substantiate a claim for
                  repayment, the Financial Institution shall not be obligated to
                  submit this Form, and the Trustee, the Indenture Trustee, the
                  Administrator or Trust may deny repayment. If the Financial
                  Institution cannot substantiate a claim for repayment, it
                  shall notify the Indenture Trustee immediately.

         -        Survivor's Option Elections may not be withdrawn.

         -        The Financial Institution agrees to indemnify and hold
                  harmless the Trustee, the Indenture 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 Indenture Trustee,
                  in its sole discretion, which determination shall be final and
                  binding on all parties.

                                     A-1-35
<PAGE>

                             REPAYMENT 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):

                                     A-1-36
<PAGE>

TO BE COMPLETED BY THE INDENTURE TRUSTEE:

(A) DELIVERY AND PAYMENT DATE:

(B) PRINCIPAL AMOUNT:

(C) ACCRUED INTEREST:

(D) DATE OF RECEIPT OF FORM BY THE INDENTURE TRUSTEE:

(E) DATE OF ACKNOWLEDGMENT BY THE INDENTURE TRUSTEE*

----------
*        An acknowledgement, in the form of a copy of this document, will be
         returned to the party and location designated in item (8) above.

                                     A-1-37
<PAGE>

             INSTRUCTIONS FOR COMPLETING REPAYMENT ELECTION FORM AND
                          EXERCISING REPAYMENT OPTION

         Capitalized terms used and not defined herein have the meanings defined
in the accompanying Repayment Election Form.

1.       Collect and retain for a period of at least three years photocopies of
         the following: (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, which evidence may be in the
         form of a letter from the Representative, and (4) 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

                                     A-1-38
<PAGE>

                  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 Indenture 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).

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) and (E) blank.

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

                                     A-1-39
<PAGE>

BY REGISTERED MAIL                              BY COURIER OR OVERNIGHT DELIVERY
------------------                              --------------------------------
JPMorgan Chase Bank, N.A.                       JPMorgan Chase Bank, N.A.
WSS - Survivor Option Processing                WSS - Survivor Option Processing
P.O. Box 2320                                   2001 Bryan Street - 9th Floor
Dallas, Texas 75221-2320                        Dallas, Texas 75201



13.      FACSIMILE TRANSMISSIONS OF THE REPAYMENT ELECTION FORM WILL NOT BE
         ACCEPTED.

14.      If the acknowledgement of the Indenture Trustee's receipt of this Form
         is not received within ten days of the date such information is sent to
         JPMorgan Chase Bank, N.A., contact JPMorgan Chase Bank, N.A. at 2001
         Bryan Street - 9th Floor, Dallas, Texas 75201, Attention: WSS -
         Survivor Option Processing, telephone number 1-800-516-8216.

15.      For assistance with this Form or any questions relating thereto, please
         contact JPMorgan Chase Bank, N.A., at 2001 Bryan Street - 9th Floor,
         Dallas, Texas 75201, Attention: WSS Survivor Option Processing,
         telephone number: 1-800-516-8216.

                                     A-1-40
<PAGE>

                                   Exhibit A-2

                        FORM OF INSTITUTIONAL GLOBAL NOTE

                                     A-2-1
<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 TRUST [_____]-[___]

                            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:
Collateral held in the Trust:  Hartford Life Insurance         CD Rate [ ]
</TABLE>

                                     A-2-2
<PAGE>

<TABLE>
<S>                                                       <C>
     Company Funding Agreement No. -, all proceeds of          CMT Rate [ ]
     the Funding Agreement and all rights and books and            Designated CMT Telerate Page:
     records pertaining to the foregoing.                               If Telerate Page 7052:
                                                                        [ ] Weekly Average
Additional Amounts to be Paid:  [ ] Yes [ ] No                          [ ] Monthly Average
Interest Rate or Formula:
Fixed Rate Note:  [ ] Yes [ ] No. If yes,                          Designated CMT Maturity Index:
     Interest Rate:                                            Commercial Paper Rate [ ]
     Interest Payment Dates:                                   Federal Funds Rate [ ]
     Additional/Other Terms:                                   LIBOR [ ]
                                                                   [ ] 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):
     Redemption Dates:                                         Interest Payment Dates:
     Initial Redemption Percentage:                            Maximum Interest Rate, if any:
     Annual Redemption Percentage Reduction,                   Minimum Interest Rate, if any:
         if any:                                               Additional/Other Terms:
     Additional/Other Terms:                              Regular Record Date(s):
Repayment Provisions:  [ ] Yes [ ] No. If yes,            Sinking Fund:
     Repayment Date(s):                                   Day Count Convention:
     Repayment Price:                                     Specified Currency
     Additional/Other Terms:                              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 terms not otherwise defined herein shall have their meanings set
forth in the Indenture, dated as of [___] (the "INDENTURE"), between JPMorgan
Chase Bank,

                                     A-2-3
<PAGE>

N.A., 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.

                                     A-2-4
<PAGE>

         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-2-5
<PAGE>

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

                             HARTFORD LIFE GLOBAL FUNDING TRUST
                             [__]

Dated:  [__]                 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, N.A.
                             As Indenture Trustee

Dated:  [__]

                             By:_______________________________________
                                authorized officer

                                     A-2-6
<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 a bid quotation is 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

                                     A-2-7
<PAGE>

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 Global 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 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
to 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.

                                     A-2-8
<PAGE>

         (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.

                       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

                                     A-2-9
<PAGE>

         Rate, the Federal Funds Rate, LIBOR, the Prime Rate or the Treasury
         Rate (each as defined below), in accordance with a schedule attached
         hereto.

                  (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) multiplied by the
         applicable Spread Multiplier, if any; and/or (2) plus or minus the
         applicable Spread, 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) multiplied by the
         applicable Spread Multiplier, if any; and/or (2) plus or minus the
         applicable Spread, 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

                                     A-2-10
<PAGE>

         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) multiplied by the applicable Spread Multiplier, if any; and/or (2)
         plus or minus the applicable Spread, 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 every third
         calendar month, beginning in the third calendar month following the
         month in which the Issuance Date occurred; (5) semi-annually--the
         fifteenth day of every sixth calendar month, beginning in the sixth
         calendar month following the month in which the Issuance Date occurred;
         and (6) annually--the fifteenth day of every twelfth calendar month,
         beginning in the twelfth calendar month following the month in which
         the Issuance Date occurred; 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

                                     A-2-11
<PAGE>

         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 London Banking Day preceding the related Interest
         Reset Date, unless the applicable LIBOR Currency is (A) pounds
         sterling, in which case the Interest Determination Date will be the
         related Interest Reset Date, or (B) euro, in which case the Interest
         Determination Date will be the second TARGET Settlement Day (as defined
         below) preceding the applicable 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. "TARGET SETTLEMENT DAY" means a
         day on which the TARGET System is open.

                  (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

                                     A-2-12
<PAGE>

         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 every third calendar
         month, beginning in the third calendar month following the month in
         which the Issuance Date occurred, as specified on the face hereof; (2)
         quarterly--the fifteenth day of every third calendar month, beginning
         in the third calendar month following the month in which the Issuance
         Date occurred; (3) semi-annually--the fifteenth day of every sixth
         calendar month, beginning in the sixth calendar month following the
         month in which the Issuance Date occurred; and (4) annually--the
         fifteenth day of every twelfth calendar month, beginning in the twelfth
         calendar month following the month in which the Issuance Date occurred.
         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

                                     A-2-13
<PAGE>

         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) 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

                                     A-2-14
<PAGE>

                           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; provided that if no CD
                           Rate is then in effect, the interest rate for the
                           next Interest Reset Period will be the Initial
                           Interest Rate.

                  "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

                                     A-2-15
<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

                                     A-2-16
<PAGE>

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

                                     A-2-17
<PAGE>

                                               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;
                                                      provided that if no CMT
                                                      Rate is then in effect,
                                                      the interest rate for the
                                                      next Interest Reset Period
                                                      will be the Initial
                                                      Interest Rate; 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

                                               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

                                     A-2-18
<PAGE>

                                                      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

                                     A-2-19
<PAGE>

                                                      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;
                                                      provided that if no CMT
                                                      Rate is then in effect,
                                                      the interest rate

                                     A-2-20
<PAGE>

                                                      for the next Interest
                                                      Reset Period will be the
                                                      Initial Interest Rate.

                                    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

                                             (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

                                     A-2-21
<PAGE>

                                    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; provided that
                                    if no Commercial Paper Rate is then in
                                    effect, the interest rate for the next
                                    Interest Reset Period will be the Initial
                                    Interest Rate.

                  "MONEY MARKET YIELD" means a yield (expressed as a percentage)
                  calculated in accordance with the following formula:

                                                   D x 360
                           Money Market Yield = ------------- 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

                                     A-2-22
<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 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; provided that if no
                                    Federal Funds Rate is then in effect, the
                                    interest rate for the next Interest Reset
                                    Period will be the Initial Interest Rate.

                                    (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-2-23
<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;
                                    provided that if no LIBOR is then in effect,
                                    the interest rate for the next Interest
                                    Reset Period will be the Initial Interest
                                    Rate.

                  "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

                                     A-2-24
<PAGE>

                  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

                                             (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

                                     A-2-25
<PAGE>

                                    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; provided that if no
                                    Prime Rate is then in effect, the interest
                                    rate for the next Interest Reset Period will
                                    be the Initial Interest Rate.

                  "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

                                     A-2-26
<PAGE>

                                    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

                                             (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

                                     A-2-27
<PAGE>

                                    Determination Date; provided that if no
                                    Treasury Rate is then in effect, the
                                    interest rate for the next Interest Reset
                                    Period will be the Initial Interest Rate.

                  "BOND EQUIVALENT YIELD" means a yield (expressed as a
                  percentage) calculated in accordance with the following
                  formula:

                                                       D x N
                           Bond Equivalent Yield = ------------- 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

                                     A-2-28
<PAGE>

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

         Section 4. REDEMPTION. 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 redeem this Note on the Interest Payment Date on or
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 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

                                     A-2-29
<PAGE>

interest due and payable hereon and then to the reduction of the unpaid
principal amount hereof.

         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 the Repayment Price equal to the
percentage of the Principal Amount to be repaid specified on the face hereof,
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, 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,
shown on the face of this Note, (i) this Note with the form entitled "Option to
Elect Repayment", attached hereto, duly completed by the Holder or (ii) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States setting forth the name
of the holder of this Note, the principal amount hereof, the certificate number
of this Note or a description of this Note's tenor and terms, the principal
amount hereof to be repaid, a statement that the option to elect repayment is
being exercised thereby and a guarantee that this Note, together with the form
entitled "Option to Elect Repayment" duly completed, will be received by the
Indenture Trustee (or the Paying Agent on behalf of the Indenture Trustee) not
later than the fifth (5th) Business Day after the date of such telegram, telex,
facsimile transmission or letter; PROVIDED, that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and form duly
completed are received by the Indenture Trustee (or the Paying Agent on behalf
of the Indenture Trustee) by such fifth (5th) Business Day. Exercise of such
repayment option by the Holder hereof shall be irrevocable. In the event of
repayment of this Note in part only, a new Note or Notes for the amount of the
unpaid portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof.

         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

                                     A-2-30
<PAGE>

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 in respect of this
Note will be made free and clear of any applicable withholding or deduction for
or on account of any present or future taxes, duties, levies, assessments or
other governmental charges of whatever nature imposed or levied by or on behalf
of any governmental authority, unless such withholding or deduction is required
by law. Unless otherwise specified on the face hereof, the Trust will not pay
any additional amounts to the Holder of this Note in respect of any such
withholding or deduction, any such withholding or deduction will not give rise
to an Event of Default or any independent right or obligation to redeem this
Note and the Holder will be deemed for all purposes to have received cash in an
amount equal to the portion of such withholding or deduction that is
attributable to such Holder's interest in this Note as equitably determined by
the Trust.

         If Hartford Life will be required to pay additional amounts to the
Trust to reflect any required withholding or deduction under the Funding
Agreement and Hartford Life is required, or based on an opinion of independent
legal counsel selected by Hartford Life more than an insubstantial risk exists
that Hartford Life will be required to pay additional amounts in respect of such
withholding or deduction, Hartford Life will have the right to redeem the
Funding Agreement and, if Hartford Life elects to so redeem the Funding

                                     A-2-31
<PAGE>

Agreement, the Trust will redeem this Note, subject to the terms and conditions
of Section 2.04 of the Indenture.

         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.

                                     A-2-32
<PAGE>

         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 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 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-2-33
<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).

         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 amount to    Fill in for registration of Notes
be repaid is less than the Principal Amount    if to be issued otherwise than to
of this Note (Principal Amount remaining       the registered Holder:
must be an authorized denomination)

                                               Name: ___________________________

$____________________________                  Address: ________________________

                                                        ________________________
                                                        (Please print name
                                                        and address including
                                                        zip code)

SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER:  __________________________________

                                     A-2-34
<PAGE>

                                   SCHEDULE I

                          AMORTIZATION TABLE OR FORMULA

                                     A-2-35
<PAGE>

                                   Exhibit A-3

                      FORM OF INSTITUTIONAL DEFINITIVE NOTE

                                     A-3-1
<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 TRUST [_____]-[___]

                            SECURED MEDIUM-TERM NOTES

<TABLE>
<S>                                                       <C>
Issuance Date:                                            Floating Rate Note:  [ ] Yes [ ] No. If yes,
Issue Price:                                                   Regular Floating Rate Notes [ ]
                                                               Inverse Floating Rate Notes [ ]
                                                                   Fixed Interest Rate:
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 [ ]
Authorized Denominations:                                      CMT Rate [ ]
Collateral held in the Trust:  Hartford Life Insurance             Designated CMT Telerate Page:
     Company Funding Agreement No. -, all proceeds of                   If Telerate Page 7052:
     the Funding Agreement and all rights and books and                 [ ] Weekly Average
     records pertaining to the foregoing.                               [ ] Monthly Average
Additional Amounts to be Paid:  [ ] Yes [ ] No                     Designated CMT Maturity Index:
Interest Rate or Formula:
Fixed Rate Note:  [ ] Yes [ ] No. If yes,                      Commercial Paper Rate [ ]
     Interest Rate:                                            Federal Funds Rate [ ]
     Interest Payment Dates:                                   LIBOR [ ]
                                                                   [ ] 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:
     Redemption Dates:                                         Maximum Interest Rate, if any:
     Initial Redemption Percentage:                            Minimum Interest Rate, if any:
     Annual Redemption Percentage Reduction,                   Additional/Other Terms:
         if any:                                          Regular Record Date(s):
</TABLE>

                                     A-3-2
<PAGE>

<TABLE>
<S>                                                       <C>
     Additional/Other Terms:                              Sinking Fund:
Repayment Provisions:  [ ] Yes [ ] No.  If yes,           Day Count Convention:
     Repayment Date(s)                                    Specified Currency:
     Repayment Price:                                     Exchange Rate Agent:
     Additional/Other Terms:                              Calculation Agent:
                                                          Additional/Other Terms:
</TABLE>




         The Hartford Life Global Funding Trust designated above (the "TRUST"),
for value received, hereby promises to pay to ______________, 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 "INDENTURE"), between JPMorgan
Chase Bank, N.A., 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

                                     A-3-3
<PAGE>

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.

         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,

                                     A-3-4
<PAGE>

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.

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

                                      HARTFORD LIFE GLOBAL FUNDING TRUST [__]

Dated:  [-]                           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, N.A.
                                      As Indenture Trustee

Date:  [-]

                                      By: ______________________________
                                          authorized officer

                                     A-3-5
<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
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 a bid quotation is 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.

                                     A-3-6
<PAGE>

         (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.

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

                                     A-3-7
<PAGE>

<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), in
         accordance with a schedule attached hereto.

                  (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.

                                     A-3-8
<PAGE>

                  (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) multiplied by the
         applicable Spread Multiplier, if any; and/or (2) plus or minus the
         applicable Spread, 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) multiplied by the
         applicable Spread Multiplier, if any; and/or (2) plus or minus the
         applicable Spread, 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) multiplied by the applicable Spread Multiplier, if any; and/or (2)
         plus or minus the applicable Spread, 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

                                     A-3-9
<PAGE>

         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 every third
         calendar month, beginning in the third calendar month following the
         month in which the Issuance Date occurred; (5) semi-annually--the
         fifteenth day of every sixth calendar month, beginning in the sixth
         calendar month following the month in which the Issuance Date occurred;
         and (6) annually--the fifteenth day of every twelfth calendar month,
         beginning in the twelfth calendar month following the month in which
         the Issuance Date occurred; 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 London Banking Day preceding the related Interest
         Reset Date, unless the applicable LIBOR Currency is (A) pounds
         sterling, in which case the Interest Determination Date will be the
         related Interest Reset Date, or (B) euro, in which case the Interest
         Determination Date will be the second TARGET Settlement Day (as defined
         below) preceding the applicable 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

                                     A-3-10
<PAGE>

         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. "TARGET
         SETTLEMENT DAY" means a day on which the TARGET System is open.

                  (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, weekly or monthly--the fifteenth day
         of each calendar month or

                                     A-3-11
<PAGE>

         on the fifteenth day of every third calendar month, beginning in the
         third calendar month following the month in which the Issuance Date
         occurred, as specified on the face hereof; (2) quarterly--the fifteenth
         day of every third calendar month, beginning in the third calendar
         month following the month in which the Issuance Date occurred; (3)
         semi-annually--the fifteenth day of every sixth calendar month,
         beginning in the sixth calendar month following the month in which the
         Issuance Date occurred; and (4) annually--the fifteenth day of every
         twelfth calendar month, beginning in the twelfth calendar month
         following the month in which the Issuance Date occurred. 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.

                                     A-3-12
<PAGE>

                  (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

                                     A-3-13
<PAGE>

                                    (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; provided that if no CD
                           Rate is then in effect, the interest rate for the
                           next Interest Reset Period will be the Initial
                           Interest Rate.

                  "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

                                     A-3-14
<PAGE>

                                               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

                                     A-3-15
<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 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

                                     A-3-16
<PAGE>

                                               CMT Rate in effect on the
                                               particular Interest Determination
                                               Date; provided that if no CMT
                                               Rate is then in effect, the
                                               interest rate for the next
                                               Interest Reset Period will be the
                                               Initial Interest Rate; 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

                                       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

                                     A-3-17
<PAGE>

                                               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 that Interest
                                               Determination Date of three
                                               Reference Dealers selected by the
                                               Calculation Agent from five

                                     A-3-18
<PAGE>

                                               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; provided that
                                               if no CMT Rate is then in effect,
                                               the interest rate for the next
                                               Interest Reset Period will be the
                                               Initial Interest Rate.

                                       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-3-19
<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; provided that
                                    if no Commercial Paper Rate is then in
                                    effect, the interest rate for the next
                                    Interest Reset Period will be the Initial
                                    Interest Rate.

                           "MONEY MARKET YIELD" means a yield (expressed as a
                           percentage) calculated in accordance with the
                           following formula:

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

                                     A-3-20
<PAGE>

                           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 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

                                     A-3-21
<PAGE>

                                    Determination Date; provided that if no
                                    Federal Funds Rate is then in effect, the
                                    interest rate for the next Interest Reset
                                    Period will be the Initial Interest Rate.

                                    (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

                                     A-3-22
<PAGE>

                                    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;
                                    provided that if no LIBOR is then in effect,
                                    the interest rate for the next Interest
                                    Reset Period will be the Initial Interest
                                    Rate.

                           "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-3-23
<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

                                     A-3-24
<PAGE>

                                    Determination Date; provided that if no
                                    Prime Rate is then in effect, the interest
                                    rate for the next Interest Reset Period will
                                    be the Initial Interest Rate.

                           "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

                                             (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

                                     A-3-25
<PAGE>

                                    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; provided that if no
                                    Treasury Rate is then in effect, the
                                    interest rate for the next Interest Reset
                                    Period will be the Initial Interest Rate.

                           "BOND EQUIVALENT YIELD" means a yield (expressed as a
                           percentage) calculated in accordance with the
                           following formula:

                                                       D x N
                           Bond Equivalent Yield = ------------- 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,

                                     A-3-26
<PAGE>

                           "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.

         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 redeem this Note on the Interest Payment Date on or
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

                                     A-3-27
<PAGE>

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 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 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 the Repayment Price equal to the
percentage of the Principal Amount to be repaid specified on the face hereof,
together

                                     A-3-28
<PAGE>

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, 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,
shown on the face of this Note, (I) this Note with the form entitled "OPTION TO
ELECT REPAYMENT", attached hereto, duly completed by the Holder or (II) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States setting forth the name
of the holder of this Note, the principal amount hereof, the certificate number
of this Note or a description of this Note's tenor and terms, the principal
amount hereof to be repaid, a statement that the option to elect repayment is
being exercised thereby and a guarantee that this Note, together with the form
entitled "OPTION TO ELECT REPAYMENT" duly completed, will be received by the
Indenture Trustee (or the Paying Agent on behalf of the Indenture Trustee) not
later than the fifth (5th) Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and form duly
completed are received by the Indenture Trustee (or the Paying Agent on behalf
of the Indenture Trustee) by such fifth (5th) Business Day. Exercise of such
repayment option by the Holder hereof shall be irrevocable. In the event of
repayment of this Note in part only, a new Note or Notes for the amount of the
unpaid portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof.

         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

                                     A-3-29
<PAGE>

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 in respect of this
Note will be made free and clear of any applicable withholding or deduction for
or on account of any present or future taxes, duties, levies, assessments or
other governmental charges of whatever nature imposed or levied by or on behalf
of any governmental authority, unless such withholding or deduction is required
by law. 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 Hartford Life will be required to pay additional amounts to the
Trust to reflect any required withholding or deduction under the Funding
Agreement and Hartford Life is required, or based on an opinion of independent
legal counsel selected by Hartford Life more than an insubstantial risk exists
that Hartford Life will be required to pay additional amounts in respect of such
withholding or deduction, Hartford Life will have the right to redeem the
Funding Agreement and, if Hartford Life elects to so redeem the Funding
Agreement, the Trust will redeem this Note, subject to the terms and conditions
of Section 2.04 of the Indenture.

         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,

                                     A-3-30
<PAGE>

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
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

                                     A-3-31
<PAGE>

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-3-32
<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).

         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 amount to    Fill in for registration of Notes
be repaid is less than the Principal Amount    if to be issued otherwise than to
of this Note (Principal Amount remaining       the registered Holder:
must be an authorized denomination)

                                               Name:____________________________

$________________________
                                               Address: ________________________

                                                        ________________________
                                                        (Please print name and
                                                        address including zip
                                                        code)


SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER:  __________________________________

                                     A-3-33
<PAGE>

                                   SCHEDULE I

                          AMORTIZATION TABLE OR FORMULA

                                     A-3-34
<PAGE>

                                Table of Contents
                                -----------------

<TABLE>
<CAPTION>
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                                                                                                   ----

                                               ARTICLE 1

                        Definitions and Other Provisions of General Application

<S>                  <C>                                                                             <C>
Section 1.01         Definitions......................................................................1
Section 1.02         Compliance Certificates and Opinions............................................13
Section 1.03         Form of Documents Delivered to Indenture Trustee................................14
Section 1.04         Acts of Holders.................................................................15
Section 1.05         Notices.........................................................................17
Section 1.06         Notice to Holders; Waiver.......................................................19
Section 1.07         Severability....................................................................20
Section 1.08         Successors and Assigns..........................................................20
Section 1.09         Benefits of Indenture...........................................................20
Section 1.10         Language of Notices.............................................................20
Section 1.11         Governing Law...................................................................20
Section 1.12         Waiver of Jury Trial............................................................21
Section 1.13         Counterparts....................................................................21
Section 1.14         Third Party Beneficiaries.......................................................21
Section 1.15         Conflict with Trust Indenture Act...............................................21

                                               ARTICLE 2

                                               The Notes

Section 2.01         Forms Generally.................................................................22
Section 2.02         No Limitation on Aggregate Principal Amount of Notes............................24
Section 2.03         Listing.........................................................................25
Section 2.04         Redemption......................................................................25
Section 2.05         Execution, Authentication and Delivery Generally................................27
Section 2.06         Registration....................................................................30
Section 2.07         Transfer........................................................................30
Section 2.08         Mutilated, Destroyed, Lost and Stolen Notes.....................................31
Section 2.09         Payment of Interest; Rights to Interest Preserved...............................32
Section 2.10         Cancellation....................................................................33
Section 2.11         Persons Deemed Owners...........................................................33
Section 2.12         Tax Treatment; Tax Returns and Reports..........................................33
Section 2.13         No Association..................................................................34
</TABLE>

                                       i
<PAGE>

                                Table of Contents
                                -----------------
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----

                                               ARTICLE 3

                               Covenants, Representations and Warranties

<S>                  <C>                                                                             <C>
Section 3.01         Payment of Principal and any Premium, Interest and Additional Amounts...........34
Section 3.02         Collection Account..............................................................34
Section 3.03         Agreements of the Paying Agent..................................................35
Section 3.04         Maintenance of Office or Agency.................................................37
Section 3.05         Duties of the Agents............................................................38
Section 3.06         Duties of the Transfer Agent....................................................39
Section 3.07         Duties of the Registrar.........................................................40
Section 3.08         Unclaimed Monies................................................................41
Section 3.09         Protection of Collateral........................................................41
Section 3.10         Opinions as to Collateral; Annual Statement as to Compliance....................43
Section 3.11         Performance of Obligations......................................................45
Section 3.12         Existence.......................................................................45
Section 3.13         Reports; Financial Information; Notices of Defaults.............................45
Section 3.14         Payment of Taxes and Other Claims...............................................47
Section 3.15         Negative Covenants..............................................................47
Section 3.16         Non-Petition....................................................................49
Section 3.17         Title to the Collateral.........................................................50
Section 3.18         Withholding and Payment of Additional Amounts...................................50
Section 3.19         Additional Representations and Warranties.......................................52
Section 3.20         Ancillary Documents.............................................................54

                                               ARTICLE 4

                  Granting of Security Interest and Assignment for Collateral Purposes

Section 4.01         Creation........................................................................54
Section 4.02         Scope...........................................................................54
Section 4.03         Termination of Security Interest................................................56

                                               ARTICLE 5

                                Satisfaction and Discharge; Subrogation

Section 5.01         Satisfaction and Discharge of Indenture.........................................56
Section 5.02         Application of Trust Money......................................................57
Section 5.03         Repayment of Funds Held by Paying Agent.........................................57
</TABLE>

                                       ii
<PAGE>

                                Table of Contents
                                -----------------
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----

                                               ARTICLE 6

                                         Defaults and Remedies

<S>                  <C>                                                                             <C>
Section 6.01         Events of Default...............................................................58
Section 6.02         Acceleration of Maturity Date; Rescission and Annulment.........................59
Section 6.03         Collection of Indebtedness and Suits for Enforcement............................61
Section 6.04         Indenture Trustee May File Proofs of Claim......................................61
Section 6.05         Indenture Trustee May Enforce Claims Without Possession of Notes................62
Section 6.06         Application of Money Collected..................................................62
Section 6.07         Limitation on Suits.............................................................63
Section 6.08         Unconditional Rights of Holders to Receive Payments.............................64
Section 6.09         Restoration of Rights and Remedies..............................................64
Section 6.10         Rights and Remedies Cumulative..................................................64
Section 6.11         Delay or Omission Not Waiver....................................................64
Section 6.12         Control by Holders..............................................................65
Section 6.13         Waiver of Past Defaults.........................................................65
Section 6.14         Undertaking for Costs...........................................................65
Section 6.15         Waiver of Stay or Extension Laws................................................66

                                               ARTICLE 7

                                 The Indenture Trustee and Other Agents

Section 7.01         Duties of Indenture Trustee.....................................................66
Section 7.02         No Liability to Invest..........................................................68
Section 7.03         Performance Upon Default........................................................68
Section 7.04         No Assumption by Paying Agent, Transfer Agent, Calculation Agent or Registrar...68
Section 7.05         Notice of Default...............................................................68
Section 7.06         Rights of Indenture Trustee.....................................................69
Section 7.07         Not Responsible for Recitals or Issuance of Notes...............................71
Section 7.08         Indenture Trustee May Hold Notes................................................71
Section 7.09         Money Held in Trust.............................................................71
Section 7.10         Compensation and Reimbursement..................................................71
Section 7.11         Indenture Trustee Required Eligibility..........................................72
Section 7.12         Resignation and Removal; Appointment of Successor...............................72
Section 7.13         Acceptance of Appointment by Successor..........................................73
Section 7.14         Merger, Conversion, Consolidation or Succession to Business of Indenture
                        Trustee......................................................................74
Section 7.15         Co-Trustees and Separate Trustees...............................................74
Section 7.16         Appointment and Duties of the Calculation Agent.................................76
</TABLE>

                                       iii
<PAGE>

                                Table of Contents
                                -----------------
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----

<S>                  <C>                                                                             <C>
Section 7.17         Changes in Agents...............................................................77
Section 7.18         Limitation of Delaware Trustee Liability........................................79

                                               ARTICLE 8

                                        Supplemental Indentures

Section 8.01         Supplemental Indentures without Consent of Holders..............................79
Section 8.02         Supplemental Indenture with Consent of Holders..................................80
Section 8.03         Execution of Supplemental Indentures............................................82
Section 8.04         Effect of Supplemental Indenture................................................82
Section 8.05         Reference in Notes to Supplemental Indentures...................................82
Section 8.06         Conformity with Trust Indenture Act.............................................83
Section 8.07         Amendment of the Funding Agreement..............................................83

                                               ARTICLE 9

                                        Non-Recourse Provisions

Section 9.01         Nonrecourse Enforcement.........................................................84

                                               ARTICLE 10

                                      Meetings of Holders of Notes

Section 10.01        Purposes for Which Meetings May Be Called.......................................85
Section 10.02        Call, Notice and Place of Meetings..............................................85
Section 10.03        Persons Entitled to Vote at Meetings............................................86
Section 10.04        Quorum; Action..................................................................86
Section 10.05        Determination of Voting Rights; Conduct and Adjournment of Meetings.............87
Section 10.06        Counting Votes and Recording Action of Meetings.................................88

                                               ARTICLE 11

                                      Notes in Foreign Currencies

Section 11.01        Notes in Foreign Currencies.....................................................88
</TABLE>

                                       iv
<PAGE>

                                Table of Contents
                                -----------------
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----

<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>

                                       v
<PAGE>

                         Reconciliation and tie between
             Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                  and Indenture



Trust Indenture Act Section                                    Indenture Section
---------------------------                                    -----------------

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

                                       i
<PAGE>

(c).........................................................................1.04

Section 317(a)(1)...........................................................6.03

(a)(2)......................................................................6.04

(b).........................................................................3.03

Section 318(a)..............................................................1.14

(c).........................................................................1.14

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.

                                       ii