8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): APRIL 3, 2006


                         HARTFORD LIFE INSURANCE COMPANY
             (Exact name of registrant as specified in its charter)


      CONNECTICUT                    001-32293                  06-0974148
(State or other jurisdiction       (Commission                 (IRS Employer
     of incorporation)             File Number)              Identification No.)


                              200 HOPMEADOW STREET
                           SIMSBURY, CONNECTICUT 06089
                    (Address of principal executive offices)
                                   (Zip Code)


       Registrant's telephone number, including area code: (860) 547-5000

                    ----------------------------------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:


|_| Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)


|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)


|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))


|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

         The following documents are filed with reference to and are hereby
incorporated by reference into the Registration Statement on Form S-3 (File No.
333-123441) filed with the Commission on March 18, 2005, as amended by
Pre-Effective Amendment No. 1 filed with the Commission on April 12, 2005 and
Post-Effective Amendment No. 1 filed with the Commission on December 13, 2005
(the "Registration Statement").

         (c) Exhibits



  EXHIBIT
  NUMBER                             DESCRIPTION
  -------                            -----------

Exhibit 1.1         Standard Distribution Agreement Terms.

Exhibit 5.1         Opinion of Sidley Austin LLP.

Exhibit 5.2         Opinion of Counsel of Hartford Life Insurance Company.

Exhibit 8           Opinion of Sidley Austin LLP.

Consent 23.1        Consent of Sidley Austin LLP (included in Exhibit 5.1 and
                    Exhibit 8).

Consent 23.2        Consent of Counsel of Hartford Life Insurance Company
                    (included in Exhibit 5.2).



                                   SIGNATURES


         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED HEREUNTO DULY AUTHORIZED.


                                        HARTFORD LIFE INSURANCE COMPANY
                                        (REGISTRANT)



DATE: APRIL 3, 2006                     BY: /s/ Ken A. McCullum
                                        ------------------------------------
                                        Name:  Ken A. McCullum
                                        Title: Vice President










                                  EXHIBIT INDEX



  EXHIBIT
  NUMBER                              DESCRIPTION
  -------                             -----------

Exhibit 1.1         Standard Distribution Agreement Terms.

Exhibit 5.1         Opinion of Sidley Austin LLP.

Exhibit 5.2         Opinion of Counsel of Hartford Life Insurance Company.

Exhibit 8           Opinion of Sidley Austin LLP.

Consent 23.1        Consent of Sidley Austin LLP (included in Exhibit 5.1 and
                    Exhibit 8).

Consent 23.2        Consent of Counsel of Hartford Life Insurance Company
                    (included in Exhibit 5.2).

EX-1.1

                                                                     Exhibit 1.1

                      STANDARD DISTRIBUTION AGREEMENT TERMS


                                 WITH RESPECT TO


                          HARTFORD LIFE GLOBAL FUNDING


                  SECURED MEDIUM-TERM NOTES AND INCOMENOTES(SM)

                           DATED AS OF MARCH 30, 2006



                      STANDARD DISTRIBUTION AGREEMENT TERMS

      This document constitutes Standard Distribution Agreement Terms which are
incorporated by reference in the Distribution Agreement included in the omnibus
instrument through which certain of the documents related to the issuance of the
Notes are executed (the "OMNIBUS INSTRUMENT"), dated as of the date set forth
therein (the "DISTRIBUTION AGREEMENT"), by and among the Trust, Hartford Life
Insurance Company (the "COMPANY"), and each Agent specified in the Distribution
Agreement.

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

      The following terms and provisions shall govern the terms of the
distribution of the Notes issued by the Trust, subject to such other terms and
provisions expressly adopted in the Distribution Agreement.

      Capitalized terms not otherwise defined in these Standard Distribution
Agreement Terms shall have their respective meanings ascribed to them in the
Distribution Agreement.

      In connection with the Hartford Life Global Funding Program (the
"PROGRAM") arranged by Bear Stearns & Co. Inc., as arranger, the Company has
authorized the issuance and sale of a funding agreement to the Trust in order to
secure the Notes issued to the Agent(s) pursuant to the terms of the
Distribution Agreement.

      The Notes are to be issued pursuant to the Indenture. The Trust shall
issue only the Notes. The Trust will use the net proceeds from the sale of the
Notes to purchase a funding agreement (the "FUNDING AGREEMENT") from the
Company. The Notes will be




secured by the Funding Agreement which will be assigned by the Trust to the
Indenture Trustee on behalf of the holders of the Notes pursuant to the
Indenture. In connection with the sale of the Notes, the Trust will prepare a
Pricing Supplement (the "PRICING SUPPLEMENT") including or incorporating by
reference a description of the terms of the Notes, the terms of the offering and
a description of the Trust.

      Subject to the terms and conditions contained in the Distribution
Agreement, the Company and the Trust hereby (1) appoint only Bear, Stearns & Co.
Inc. as purchasing agent (the "PURCHASING AGENT"); and (2) appoint the
Purchasing Agent and/or such other parties specified in the Pricing Supplement
(the Purchasing Agent and each such party, an "AGENT") for the purpose of
purchasing and selling the Notes. For purposes of the Distribution Agreement,
all references to any Agent shall be deemed to include the Purchasing Agent.

      The Distribution Agreement specifies terms and conditions on which the
Notes may be sold by the Trust to the Agent(s) as principal for resale to
investors.

      The Company has made the requisite filings with the Securities and
Exchange Commission (the "COMMISSION") pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 ACT"), and the rules and regulations of the
Commission under the 1934 Act (the "1934 ACT REGULATIONS"). The Company has
filed with the Commission (a) a registration statement on Form S-3 relating to
the registration of the Notes of the Trust and the Funding Agreement under the
Securities Act of 1933, as amended (the "1933 ACT"), (b) the related prospectus
dated [____], 2006 covering all the Notes to be offered under the Program (the
"BASE PROSPECTUS"), (c) the prospectus supplement to the Base Prospectus dated
[____], 2006 covering the notes offered under the Institutional Program (the
"INSTITUTIONAL PROSPECTUS SUPPLEMENT" and, together with the Base Prospectus,
the "INSTITUTIONAL PROSPECTUS") and (d) the prospectus supplement to the Base
Prospectus dated [____], 2006 covering the Notes offered under the IncomeNotessm
Program (the "INCOMENOTESSM PROSPECTUS SUPPLEMENT" and, together with the Base
Prospectus, the "INCOMENOTESSM PROSPECTUS"). Such registration statement has
been declared effective by the Commission and the Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended (the "1939 ACT") and
the rules and regulations of the Commission under the 1939 Act (the "1939 ACT
REGULATIONS"), and the Company has filed such post-effective amendments thereto
as may be required prior to the Trust's acceptance of any offer for the purchase
of Notes and each such post-effective amendment has been declared effective by
the Commission. Such registration statement (as so amended, if applicable) is
referred to herein as the "REGISTRATION STATEMENT"; and the final prospectus and
all applicable amendments or supplements thereto (including the applicable final
prospectus supplement and Pricing Supplement relating to the offering of the
Notes), in the form first furnished to the Agent(s) for use in confirming sales
of the Notes, are collectively referred to herein as the "Prospectus"; PROVIDED,
HOWEVER, that all references to the "Registration Statement", and the
"Prospectus" shall also be deemed to include all

                                       2



documents incorporated therein by reference pursuant to the 1934 Act; PROVIDED,
FURTHER, that if the Company files a post-effective amendment to the
Registration Statement with the Commission pursuant to Rule 462(b) of the rules
and regulations of the Commission under the 1933 Act (the "1933 Act
Regulations") (the "RULE 462(B) REGISTRATION STATEMENT") or files a registration
statement containing a combined prospectus pursuant to Rule 429 of the 1933 Act
Regulations (the "RULE 429 REGISTRATION STATEMENT"), then, after such filing,
all references to the "Registration Statement" shall also be deemed to include
the Rule 462(b) Registration Statement or the Rule 429 Registration Statement,
as applicable. A "PRELIMINARY PROSPECTUS" shall be deemed to refer to any
prospectus and any prospectus supplement used before the Registration Statement
became effective and any prospectus and any prospectus supplement furnished by
the Company or the Trust after the Registration Statement became effective and
before the Time of Sale (as defined below) with respect to the Notes which,
pursuant to Rule 430B, omitted information to be included upon pricing in a form
of prospectus and prospectus supplement filed with the Commission pursuant to
Rule 424(b) of the 1933 Act Regulations.

      The term "FREE WRITING PROSPECTUS" has the meaning set forth in Rule 405
of the 1933 Act Regulations. The term "TIME OF SALE PROSPECTUS" means (1) with
respect to the offer and sale of any series of notes under the Institutional
Program, the Institutional Prospectus and (2) with respect to the offer and sale
of any series of notes under the IncomeNotessm Program, the IncomeNotessm
Prospectus, in each case, as amended or supplemented from time to time prior to
the Time of Sale and together with the most recent Preliminary Prospectus or
preliminary pricing supplement relating to the offer and sale of such series of
Notes immediately prior to the Time of Sale, any Pricing Supplement relating to
the offer and sale of such Series of Notes filed or used prior to the Time of
Sale, any Final Term Sheet (as defined in Section 4.1 hereof) relating to the
offer and sale of such Notes and each Free Writing Prospectus in the form,
furnished to the Agent(s) by the Company or approved by the Company for use
prior to the Time of Sale. "TIME OF SALE" means the time or date set forth in
the applicable Distribution Agreement. For purposes of the Distribution
Agreement, all references to the Registration Statement, Prospectus, Time of
Sale Prospectus, Free Writing Prospectus, Pricing Supplement or Preliminary
Prospectus or to any amendment or supplement thereto shall be deemed to include
any copy filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval system ("EDGAR").

      All references in the Distribution Agreement to financial statements and
schedules and other information which is "disclosed", "contained", "included" or
"stated" (or other references of like import) in the Registration Statement,
Prospectus, Time of Sale Prospectus, Free Writing Prospectus, Pricing Supplement
or Preliminary Prospectus shall be deemed to include all such financial
statements and schedules and other information which is incorporated by
reference in the Registration Statement, Prospectus, Time of Sale Prospectus,
Free Writing Prospectus, Pricing Supplement or Preliminary Prospectus, as the
case may be; and all references in the Distribution Agreement to amendments or

                                       3



supplements to the Registration Statement, Prospectus, Time of Sale Prospectus,
Free Writing Prospectus, Pricing Supplement or Preliminary Prospectus shall be
deemed to include the filing of any document under the 1934 Act which is
incorporated by reference in the Registration Statement, Prospectus, Time of
Sale Prospectus, Free Writing Prospectus, Pricing Supplement or Preliminary
Prospectus, as the case may be.

                                   SECTION 1.

             REPRESENTATIONS AND WARRANTIES OF THE TRUST AND THE COMPANY

      1.1 REPRESENTATIONS AND WARRANTIES OF THE TRUST AND THE COMPANY. Each of
the Trust and the Company jointly and severally represents and warrants (i) to
each Agent (a) as of the date hereof, (b) as of the date that the Registration
Statement became effective (the "INITIAL EFFECTIVE DATE") and (c) as of any time
that the Registration Statement or the Prospectus shall be amended or
supplemented (with respect to the Registration Statement, a "SUBSEQUENT
EFFECTIVE DATE") and (ii) to each applicable Agent, (a) as of the Time of Sale,
(b) as of the date the Notes are delivered in exchange for payment (the
"SETTLEMENT DATE") and (c) as of the new effective date as determined pursuant
to Rule 430B(f)(2) of the 1933 Act Regulations with respect to the Notes (the
"NOTE EFFECTIVE DATE" and together with the Initial Effective Date and any
Subsequent Effective Date, the "REGISTRATION STATEMENT EFFECTIVE DATE") (each of
the times referenced above being referred to herein as a "REPRESENTATION DATE")
as follows:

            1.1.1 NO FILINGS OR REGULATORY APPROVALS. Other than as set forth or
      contemplated in the Time of Sale Prospectus, no filing with, or approval,
      authorization, consent, license, registration, qualification, order or
      decree of, any court or governmental authority or agency, is necessary or
      required for the issuance and sale of the Notes by the Trust, except such
      as have been previously made, obtained or rendered, as applicable, and
      except such consents, approvals, authorizations, registrations,
      qualifications, orders or decrees as may be required under the 1933 Act or
      the 1939 Act or under state or foreign securities or blue sky laws or any
      rules or regulations of any securities exchange.

            1.1.2 INVESTMENT COMPANY ACT. The Trust is not, and upon the
      issuance and sale of the Notes as herein contemplated and the application
      of the net proceeds therefrom as described in the Time of Sale Prospectus
      will not be, required to register as an "investment company" within the
      meaning of the Investment Company Act of 1940, as amended (the "1940
      ACT").

            1.1.3 RATINGS. The Program under which the Notes are issued, as well
      as the Notes, as applicable, are rated Aa3 by Moody's Investors Service,
      Inc. or its successor ("MOODY'S") and AA- by Standard & Poor's Ratings
      Services, a division of The McGraw-Hill Companies, Inc. or its successor
      ("S&P") (Moody's

                                       4



      and S&P are referred to herein as the "Ratings Agencies" and each a
      "RATINGS AGENCY"), or such other rating as to which the Company or the
      Trust shall have most recently notified the Agent(s) pursuant to Section
      2.3.5 hereof and set forth in the Omnibus Instrument. Except as otherwise
      disclosed to the Agent(s), no public announcement has been made by a
      Ratings Agency that it has under surveillance or review, with possible
      negative implications, its rating of the Program, the Notes or any notes
      issued pursuant to the Registration Statement, as applicable, or has
      withdrawn its rating of the Program, the Notes or any notes issued
      pursuant to the Registration Statement, as applicable.

            1.1.4 LISTING. If specified in the Pricing Supplement, the Notes
      described in such Pricing Supplement shall be listed on the securities
      exchange designated in the Pricing Supplement.

      1.2 REPRESENTATIONS AND WARRANTIES OF THE TRUST. The Trust represents and
warrants to each Agent as of each Representation Date as follows:

            1.2.1 DUE FORMATION AND GOOD STANDING OF THE TRUST. The Trust is a
      statutory trust, duly formed under Delaware law pursuant to the Trust
      Agreement (the "TRUST AGREEMENT") between Wilmington Trust Company, as
      Trustee (the "DELAWARE TRUSTEE") and AMACAR Pacific Corporation, as
      administrator and trust beneficial holder, and the filing of a certificate
      of trust with the Delaware Secretary of State, which is validly existing
      and in good standing as a statutory trust under the laws of the State of
      Delaware.

            1.2.2 NO MATERIAL CHANGES. Since the respective dates as of which
      information is given in the Registration Statement and the Time of Sale
      Prospectus, except as otherwise stated therein, (A) there has been no
      event or occurrence that would reasonably be expected to have a material
      adverse effect on the condition (financial or otherwise) of the Trust or
      on the power or ability of the Trust to perform its obligations under the
      Distribution Agreement, the Indenture, the Notes, the Trust Agreement, the
      Funding Agreement, the Administrative Services Agreement (the
      "ADMINISTRATION AGREEMENT"), between the Delaware Trustee, on behalf of
      the Trust, and AMACAR Pacific Corporation, as administrator (the
      "ADMINISTRATOR") or the License Agreement (the "LICENSE AGREEMENT")
      between the Trust and Hartford Fire Insurance Company, or to consummate
      the transactions to be performed by it as contemplated in the Time of Sale
      Prospectus (a "TRUST MATERIAL ADVERSE EFFECT") and (B) there have been no
      transactions entered into by the Trust, other than those related to the
      Program or in the ordinary course of business, which are material with
      respect to the Trust.

            1.2.3 AUTHORIZATION OF AGREEMENTS. The Distribution Agreement, the
      Indenture, the Notes, the Administration Agreement and the License
      Agreement have been or will be duly authorized, executed and delivered by
      the Trust.

                                       5



      Assuming that each party to the Distribution Agreement, the Indenture, the
      Administration Agreement, the License Agreement and the Trust Agreement,
      other than the Trust, has duly authorized, executed and delivered each
      such agreement, then the Distribution Agreement, the Indenture, the
      Administration Agreement, the License Agreement and the Trust Agreement
      will each be a valid and legally binding agreement of the Trust
      enforceable against the Trust in accordance with its terms, except (A) as
      enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws affecting the enforcement
      of creditors' rights generally or by general equitable principles
      (regardless of whether enforcement is considered in a proceeding in equity
      or at law), (B) that no representation or warranty is made with respect to
      the enforceability of the indemnification and contribution provided for in
      Section 7 hereof and (C) except as enforcement thereof may be limited by
      requirements that a claim with respect to any Notes issued under the
      Indenture that are payable in a foreign or composite currency (or a
      foreign or composite currency judgment in respect of such claim) be
      converted into U.S. dollars at a rate of exchange prevailing on a date
      determined pursuant to applicable law or by governmental authority to
      limit, delay or prohibit the making of payments outside the United States.
      The Notes have been duly authorized by the Trust for offer, sale, issuance
      and delivery pursuant to the Distribution Agreement and when issued,
      authenticated and delivered in the manner provided for in the Indenture
      and delivered against payment of the consideration therefor, will
      constitute valid and legally binding obligations of the Trust, enforceable
      against the Trust in accordance with their terms, except (1) as
      enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws affecting the enforcement
      of creditors' rights generally or by general equitable principles
      (regardless of whether enforcement is considered in a proceeding in equity
      or at law) and (2) except as enforcement thereof may be limited by
      requirements that a claim with respect to any Notes issued under the
      Indenture that are payable in a foreign or composite currency (or a
      foreign or composite currency judgment in respect of such claim) be
      converted into U.S. dollars at a rate of exchange prevailing on a date
      determined pursuant to applicable law or by governmental authority to
      limit, delay or prohibit the making of payments outside the United States.
      Subject to the exceptions set forth in the preceding sentence, the Notes
      when executed by the Trust and issued authenticated and delivered in the
      manner provided for in the Indenture and delivered against payment of the
      consideration therefor, will be entitled to the benefits of the Indenture.

            1.2.4 ABSENCE OF DEFAULTS AND CONFLICTS. (A) The execution, delivery
      and performance of the Distribution Agreement, the Indenture, the Notes,
      the Funding Agreement, the Administration Agreement, the License Agreement
      and any other agreement or instrument entered into or issued or to be
      entered into or issued by the Trust in connection with the issuance of the
      Notes and the

                                       6



      transactions contemplated thereby, (B) the performance of the Trust
      Agreement (all agreements and instruments referenced in clauses (A) and
      (B) above are referred to herein as the "ISSUANCE DOCUMENTS"), (C) the
      consummation of the transactions contemplated in the Time of Sale
      Prospectus (including the issuance and sale of the Notes and the use of
      proceeds therefrom as described in the Time of Sale Prospectus) and (D)
      the compliance by the Trust with its obligations under the Issuance
      Documents, do not and will not constitute a breach, violation or default
      which (1) gives the holder of any note, debenture or other evidence of
      indebtedness (or any person acting on such holder's behalf) the right to
      require the repurchase, redemption or repayment of all or a portion of
      such indebtedness by the Trust, or (2) results in the creation or
      imposition of any lien, charge or encumbrance upon any assets, properties
      or operations of the Trust pursuant to, any contract, indenture, mortgage,
      loan or credit agreement, note, lease or other agreement or instrument to
      which the Trust is a party or by which it may be bound or to which any of
      the property or assets of the Trust is subject, nor will such action
      result in any violation of the Trust's Certificate of Trust or the Trust
      Agreement and the Trust is not in default in the performance or observance
      of any applicable law, statute, rule, regulation, judgment, order, writ or
      decree of any government, government instrumentality or court, domestic or
      foreign, having jurisdiction over the Trust or any of its assets,
      properties or operations; PROVIDED, that no representation or warranty is
      made with respect to compliance with law of the Funding Agreement to the
      extent that the source of the funds used by the Trust to purchase such
      Funding Agreement renders such funds, or any property or investment
      acquired with such funds, subject to governmental seizure or other penalty
      under the USA Patriot Act of 2001, as amended (the "USA PATRIOT ACT");
      PROVIDED, FURTHER that in the case of clause (1) of this Section 1.2.4,
      this representation and warranty shall not extend to such repurchase,
      redemption or repayment that would not result in a Trust Material Adverse
      Effect and in the case of clause (2) of this Section 1.2.4, this
      representation and warranty shall not extend to such lien, charges or
      encumbrances or any violations or defaults that would not result in a
      Trust Material Adverse Effect.

            1.2.5 BENEFICIAL INTEREST. The beneficial interest of the Trust when
      issued will be duly authorized and, when registered in the Securities
      Register (as defined in the Trust Agreement) in accordance with the
      provisions of the Trust Agreement, will be a valid and legally binding
      obligation of the Trust, enforceable in accordance with its terms, except
      as enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, conservatorship, receivership or similar laws affecting
      creditors' rights generally or by general equitable principles (regardless
      of whether enforcement is considered in a proceeding in equity or at law).

                                       7



            1.2.6 NO PROCEEDINGS. There is no action, suit, proceeding or
      investigation pending of which the Trust has received notice or service of
      process, or before or brought by any court or governmental agency or body,
      or to the knowledge of the Trust threatened, against the Trust or its
      assets which is required to be disclosed in the Registration Statement and
      the Time of Sale Prospectus (other than as disclosed therein).

      1.3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to each Agent as of each Representation Date as follows:

            1.3.1 DUE INCORPORATION, GOOD STANDING AND DUE QUALIFICATION OF THE
      COMPANY AND SIGNIFICANT SUBSIDIARIES. The Company, and each significant
      subsidiary (as such term is defined in Rule 1-02 of Regulation S-X
      promulgated under the 1933 Act) that is an operating company, if any
      (each, a "SIGNIFICANT Subsidiary"), is duly incorporated and validly
      existing as a corporation in good standing under the laws of the
      jurisdiction of its incorporation with corporate power and authority to
      own its properties and to conduct its business as described in the Time of
      Sale Prospectus; each of the Company and each Significant Subsidiary is
      duly qualified as a foreign corporation to transact business and is in
      good standing in each jurisdiction in which such qualification is
      required, except where the failure to so qualify would result in a Company
      Material Adverse Effect (defined below). Since the respective dates as of
      which information is given in the Registration Statement and the Time of
      Sale Prospectus, except as otherwise stated therein, there has been no
      event or occurrence that would reasonably be expected to have a material
      adverse effect on the condition (financial or otherwise) of the Company
      and its subsidiaries considered as one enterprise or on the power or
      ability of the Company to perform its obligations under any of the
      Issuance Documents or to consummate the transactions to be performed by it
      as contemplated in the Time of Sale Prospectus (a "COMPANY MATERIAL
      ADVERSE EFFECT").

            1.3.2 REGISTRATION STATEMENT; PROSPECTUS; TIME OF SALE PROSPECTUS;
      FREE WRITING PROSPECTUS. The Company meets the requirements for use of
      Form S-3 under the 1933 Act. The Company is not an "ineligible issuer" as
      that term is defined in Rule 405 of the 1933 Act Regulations (i) during
      any period beginning with the first BONA FIDE offer of the Notes and
      ending on the Settlement Date (the "OFFERING PERIOD"), and (ii) at the
      time of the use of a Free Writing Prospectus, if any. The Registration
      Statement, filed with the Commission pursuant to the 1933 Act, as of the
      Initial Effective Date, did not and, as of any Note Effective Date or
      Subsequent Effective Date, will not contain any untrue statement of a
      material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading. Each
      Prospectus filed with the Commission pursuant to the 1933 Act and the 1933
      Act Regulations, complied

                                       8



      when so filed in all material respects with the 1933 Act and the 1933 Act
      Regulations. The Registration Statement, each Prospectus and each Time of
      Sale Prospectus comply and, as amended or supplemented, if applicable,
      will comply in all material respects with the 1933 Act and the 1933 Act
      Regulations. As of the Time of Sale, the Time of Sale Prospectus, will not
      contain any untrue statement of a material fact or omit to state a
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading. As
      of the Settlement Date, the Prospectus, will not contain any untrue
      statement of a material fact or omit to state a material fact necessary in
      order to make the statements therein, in the light of the circumstances
      under which they were made, not misleading. The Company makes no
      representations or warranties as to (A) that part of the Registration
      Statement which shall constitute the Statement of Eligibility (Form T-1)
      under the 1939 Act of the Indenture Trustee or (B) any statements in or
      omissions from the Registration Statement, any Prospectus or any Time of
      Sale Prospectus made in reliance on and in conformity with written
      information provided by the Agent(s) to the Trust or to the Company
      expressly for use in the Registration Statement, any Prospectus, any Time
      of Sale Prospectus or any amendment or supplement thereto.

            1.3.3 COMPANY FINANCIAL STATEMENTS. The consolidated financial
      statements (including the related notes but excluding the supporting
      schedules) included or incorporated by reference in the Registration
      Statement, the Prospectus and the Time of Sale Prospectus present fairly
      in all material respects the consolidated financial position, results of
      operations and cash flows of the entities purported to be shown thereby,
      at the dates and for the periods indicated and have been prepared in
      accordance with United States generally accepted accounting principles
      applied on a consistent basis throughout the periods indicated and conform
      in all material respects with the 1933 Act, except as otherwise noted
      therein; and the supporting schedules, selected financial data and the
      summary financial data included or incorporated by reference in the
      Registration Statement when considered in relation to such financial
      statements taken as a whole, present fairly in all material respects the
      information required to be stated therein.

            1.3.4 AUTHORIZATION OF THE DISTRIBUTION AGREEMENT AND THE FUNDING
      AGREEMENT. The Distribution Agreement has been, and the Funding Agreement
      when issued will be, duly authorized, executed and delivered by the
      Company and, assuming that each party to the Distribution Agreement and
      the Funding Agreement, other than the Company, has duly authorized
      executed and delivered such agreement, then the Distribution Agreement and
      the Funding Agreement will each be a valid and legally binding agreement
      of the Company, enforceable against the Company in accordance with its
      terms, except (A) as enforcement

                                       9



      thereof may be limited by bankruptcy, insolvency, reorganization,
      moratorium or other similar laws affecting the enforcement of creditors'
      rights generally or by general equitable principles (regardless of whether
      enforcement is considered in a proceeding in equity or at law), (B) that
      no representation or warranty is made with respect to the enforceability
      of the indemnification and contribution provided for in Section 7 hereof
      and (C) that no representation or warranty is made with respect to the
      enforceability of the Funding Agreement to the extent that the source of
      the funds used by the Trust to purchase such Funding Agreement renders
      such funds, or any property or investment acquired with such funds,
      subject to governmental seizure or other penalty under the USA Patriot
      Act.

            1.3.5 NO PROCEEDINGS. There is no action, suit, proceeding or
      investigation pending of which the Company has received notice or service
      of process, or before or brought by any court or governmental agency or
      body, or to the knowledge of the Company threatened, against the Company
      which is required to be disclosed in the Registration Statement or the
      Time of Sale Prospectus (other than as disclosed therein).

            1.3.6 ABSENCE OF DEFAULTS AND CONFLICTS. Neither the Company nor any
      of its Significant Subsidiaries is in violation of the provisions of its
      charter or by-laws or in default in the performance or observance of any
      obligation, agreement, covenant or condition contained in any contract,
      indenture, mortgage, deed of trust, loan or credit agreement, note, lease
      or other agreement or instrument to which the Company or any of its
      Significant Subsidiaries is a party or by which it or any of them may be
      bound or to which any of the property or assets of the Company or any of
      its Significant Subsidiaries is subject (collectively, "COMPANY AGREEMENTS
      AND INSTRUMENTS"), except for such defaults that would not result in a
      Company Material Adverse Effect; the execution, delivery and performance
      of the Distribution Agreement, the Funding Agreement and any other
      agreement or instrument entered into or issued or to be entered into or
      issued by the Company in connection with the transactions contemplated in
      the Time of Sale Prospectus, the consummation of the transactions
      contemplated in the Time of Sale Prospectus and the compliance by the
      Company with its obligations thereunder have been duly authorized by all
      necessary corporate action and do not and will not constitute a breach,
      violation or default (A) which gives the holder of any note, debenture or
      other evidence of indebtedness (or any person acting on such holder's
      behalf) the right to require the repurchase, redemption or repayment of
      all or a portion of such indebtedness by the Company or any of its
      Significant Subsidiaries, or (B) of any statute or any order, rule or
      regulation of any court or governmental agency or body having jurisdiction
      over the Company or any of its properties, except for such breaches,
      violations or defaults under subsections (A) or (B) immediately above that
      would not result in a Company Material Adverse Effect; PROVIDED, that no
      representation or warranty is made with respect to

                                       10



      compliance with law of the Funding Agreement to the extent that the source
      of the funds used by the Trust to purchase such Funding Agreement renders
      such funds, or any property or investment acquired with such funds,
      subject to governmental seizure or other penalty under the USA Patriot
      Act.

            1.3.7 LICENSES AND PERMITS. Each of the Company and the Significant
      Subsidiaries has all necessary consents, licenses, authorizations,
      approvals, exemptions, orders, certificates and permits (collectively, the
      "COMPANY GOVERNMENTAL LICENSES") of and from, and has made all filings and
      declarations (collectively, the "COMPANY GOVERNMENTAL FILINGS") with, all
      Federal, state, local and other governmental authorities, all
      self-regulatory organizations and all courts and other tribunals,
      necessary to own, lease, license and use its properties and assets and to
      conduct its business in the manner described in the Time of Sale
      Prospectus, except where the failure to have such Company Governmental
      Licenses or to make such Company Governmental Filings would not,
      individually or in the aggregate, result in a Company Material Adverse
      Effect. All such Company Governmental Licenses and Company Governmental
      Filings are in full force and effect, except to the extent that any such
      failure to be in full force and effect would not result, singly or in the
      aggregate, in a Company Material Adverse Effect. The Company and the
      Significant Subsidiaries are in compliance with such Company Governmental
      Licenses and neither the Company nor any of the Significant Subsidiaries
      has received any notice of any inquiry, investigation or proceeding that
      would reasonably be expected to result in the suspension, revocation or
      limitation of any such Company Governmental Licenses or otherwise impose
      any limitation on the conduct of the business of the Company or any of the
      Significant Subsidiaries, except as set forth in the Time of Sale
      Prospectus or to the extent that any such failure to be in compliance,
      suspension, revocation or limitation would not, singly or in the
      aggregate, result in a Company Material Adverse Effect.

            1.3.8 FILINGS AND REGULATORY APPROVALS. Other than as set forth or
      contemplated in the Time of Sale Prospectus, no filing with or approval,
      authorization, consent, license, registration, qualification, order or
      decree of any governmental authority or agency, is necessary or required
      for the issuance and sale of the Funding Agreement by the Company, except
      such as have been previously made, obtained or rendered, as applicable,
      and except such consents, approvals, authorizations, registrations,
      qualifications, orders or decrees as may be required under the 1933 Act or
      the 1939 Act or under state or foreign securities or blue sky laws or any
      rules or regulations of any securities exchange.

            1.3.9 INVESTMENT COMPANY ACT. The Company is not, and upon the
      issuance and sale of the Notes as herein contemplated and the application
      of the net proceeds therefrom as described in the Time of Sale Prospectus
      will not be,


                                       11



      required to register as an "investment company" within the meaning of the
      1940 Act.

            1.3.10 RATINGS. The Company's financial strength rating is Aa3 by
      Moody's and AA- by S&P, or such other rating as to which the Company shall
      have most recently notified the Agent(s) pursuant to Section 2.3.5 hereof
      and set forth in the Omnibus Instrument. Except as otherwise disclosed to
      the Agent(s) no public announcement has been made by a Ratings Agency that
      it has under surveillance or review, with possible negative implications,
      its rating of the financial strength of the Company or has withdrawn its
      rating of the financial strength of the Company.

            1.3.11 ABSENCE OF DEFAULT UNDER THE FUNDING AGREEMENT. To the
      Company's knowledge there exists no event or circumstance which does or
      may (with the passing of time, the giving of notice, the making of any
      determination or any combination thereof) be reasonably expected to
      constitute an event of default under any outstanding funding agreement
      issued in connection with the Registration Statement.

            1.3.12 INCORPORATED DOCUMENTS. The documents incorporated or deemed
      to be incorporated by reference in the Time of Sale Prospectus, at the
      time they were or hereafter are filed with the Commission, complied and
      will comply in all material respects with the requirements of the 1934 Act
      and the 1934 Act Regulations.

            1.3.13 INDEPENDENT ACCOUNTANTS. The accountants who certified the
      financial statements and any supporting schedules thereto included in the
      Registration Statement and the Time of Sale Prospectus are independent
      public accountants as required by the 1933 Act and the 1933 Act
      Regulations.

            1.3.14 CONFORMITY OF ISSUANCE DOCUMENTS. The statements relating to
      the Issuance Documents contained in the Time of Sale Prospectus conform
      and will conform in all material respects to the Issuance Documents and
      the Issuance Documents are substantially in the form filed or incorporated
      by reference, as the case may be, as exhibits to the Registration
      Statement, to the extent so filed or incorporated by reference.

      1.3 Any certificate signed by the Administrator or any authorized officer
of the Delaware Trustee and delivered to the Agent(s) or Sidley Austin LLP, as
legal counsel to the Agent(s), or any other legal counsel selected by the
Agent(s) (or the bookrunning lead manager(s), in the case of a syndicated issue)
to replace such previous legal counsel (the "AGENT APPROVED COUNSEL") in
connection with the sale of Notes to the Agent(s) shall be deemed a
representation and warranty by the Trust to such Agent(s) as to the matters
covered thereby on the date of such certificate. Any certificate signed by

                                       12



any authorized officer of the Company and delivered to the Agent(s) or the Agent
Approved Counsel in connection with the sale of Notes to the Agent(s) shall be
deemed a representation and warranty by the Company to such Agent(s) as to the
matters covered thereby on the date of such certificate.

                                   SECTION 2.

                        COVENANTS OF THE TRUST AND THE COMPANY

      2.1 COVENANTS OF THE TRUST AND THE COMPANY. In further consideration of
the Agent's agreements herein contained, the Trust and the Company jointly and
severally covenant and agree with each Agent as follows:

            2.1.1 PREPARATION OF PRICING SUPPLEMENTS. The Trust and the Company
      will prepare a Pricing Supplement with respect to the Notes sold to the
      Agent(s) in a form previously agreed to by the Agent(s). The Trust and the
      Company will use their reasonable best efforts to deliver such Pricing
      Supplement no later than 11:00 a.m., New York City time, on the business
      day following the Time of Sale of such Notes and will file such Pricing
      Supplement pursuant to the applicable subparagraph of Rule 424(b) of the
      1933 Act Regulations.

            2.1.2 BLUE SKY QUALIFICATIONS. Subject to Section 3.9, below, the
      Trust and the Company shall take reasonable efforts to establish and
      maintain the qualification of the Notes for offer and sale under the
      securities blue sky laws of such jurisdictions as the Agent(s) (or the
      bookrunning lead manager(s), in the case of a syndicated issue) shall
      reasonably request; PROVIDED, HOWEVER, that if either the Trust or the
      Company, in its reasonable judgment, determines that such qualification in
      a particular jurisdiction would cause an undue burden, its sole obligation
      is to so advise the Agent(s) (or the bookrunning lead manager(s), in the
      case of a syndicated issue); and PROVIDED FURTHER, HOWEVER, that the Trust
      and the Company shall not be obligated to file any general consent to
      service of process or to qualify as a foreign corporation or a dealer in
      securities in any jurisdiction in which it is not so qualified or to
      subject itself to taxation in respect of doing business in any
      jurisdiction in which it is not otherwise so subject.

            2.1.3 LISTING. The Trust and the Company, with the assistance of the
      Agent(s) (or the bookrunning lead manager(s), in the case of a syndicated
      issue), shall use reasonable efforts to obtain and maintain approval for
      the listing of the Notes of at least one trust issued pursuant to the
      Registration Statement on a national securities exchange as defined in
      Section 18(a)(3)(B) of the 1933 Act until such time as none of the notes
      issued pursuant to the Registration Statement are outstanding.

                                       13



            2.1.4 DEPOSITORY TRUST COMPANY. The Trust and the Company shall
      assist the Agent(s) in arranging to cause the Notes to be eligible for
      settlement through the facilities of The Depository Trust Company.

            2.1.5 SECURITY INTEREST. As required by the Indenture, the Trust
      pursuant to the Indenture, will create, in favor of the Indenture Trustee,
      for the benefit of the holders of the Notes, a first priority perfected
      security interest in the Collateral (as defined in the Indenture), under
      New York law or the law of such other applicable jurisdiction whose law
      governs such perfection, non-perfection or priority.

      2.2 COVENANTS OF THE TRUST. In further consideration of the Agent's
agreements herein contained, the Trust covenants and agrees with each Agent as
follows:

            2.2.1 NOTICE OF AMENDMENT TO THE INDENTURE OR THE TRUST AGREEMENT.
      The Trust will give the Agent(s) at least seven (7) days' prior notice in
      writing of any proposed amendment to the Indenture or the Trust Agreement
      and, except in accordance with the applicable provisions of the Indenture
      or the Trust Agreement, not make or permit to become effective any
      amendment to the Indenture or the Trust Agreement.

            2.2.2 AUTHORIZATION TO ACT ON BEHALF OF THE TRUST. The Trust will,
      from time to time, after receiving a written request from an Agent,
      deliver to the Agent(s) a certificate as to the names and signatures of
      those persons authorized to act on behalf of the Trust in relation to the
      Program if such information has changed.

            2.2.3 USE OF PROCEEDS. The Trust will use the net proceeds received
      by it from the issuance and sale of the Notes in the manner specified in
      the Time of Sale Prospectus.

            2.2.4 NOTICE OF MEETINGS. The Trust will furnish to the Agent(s), at
      the same time as it is dispatched, a copy of any notice of any meeting of
      the holders of Notes which is called to consider any matter which is
      material in the context of the Trust.

      2.3 COVENANTS OF THE COMPANY. In further consideration of the Agent's
agreements herein contained, the Company covenants and agrees with each Agent as
follows:

            2.3.1 FILING OR USE OF AMENDMENTS. The Company will give the
      Agent(s) advance notice of their intention to file or prepare any
      additional registration statement with respect to the registration of
      additional notes to be issued pursuant to the Registration Statement, any
      amendment or supplement to the Registration

                                       14



      Statement or any amendment or supplement to the prospectus included in the
      Registration Statement at the time it became effective or to the
      Prospectus or the Time of Sale Prospectus (other than an amendment or
      supplement thereto providing solely for the determination of the variable
      terms of the notes to be issued pursuant to the Registration Statement),
      whether pursuant to the 1933 Act the 1934 Act, or otherwise, will furnish
      to the Agent(s) copies of any such document a reasonable amount of time
      prior to such proposed filing or use, as the case may be, and will afford
      the Agent Approved Counsel a reasonable opportunity to comment on any such
      proposed filing prior to such proposed filing.

            2.3.2 DELIVERY OF THE REGISTRATION STATEMENT. The Company will
      furnish to the Agent(s) and Agent Approved Counsel, without charge, one
      conformed copy of the Registration Statement as originally filed and of
      each amendment thereto (including exhibits filed therewith or incorporated
      by reference therein and documents incorporated or deemed to be
      incorporated by reference therein) and copies of all consents and
      certificates of experts. The Registration Statement and each amendment
      thereto furnished to an Agent will be identical in all material respects
      to any electronically transmitted copies thereof filed with the Commission
      pursuant to EDGAR, except to the extent permitted by Regulation S-T.

            2.3.3 DELIVERY OF THE PROSPECTUS AND THE TIME OF SALE PROSPECTUS.
      The Company will deliver to each Agent, without charge, as many copies of
      any Preliminary Prospectus as such Agent may reasonably request, and the
      Company hereby consents to the use of such copies for purposes permitted
      by the 1933 Act. The Company will furnish to each Agent, without charge,
      such number of copies of the Time of Sale Prospectus (as amended or
      supplemented) as such Agent may reasonably request. It is hereby
      acknowledged that the Company intends to rely on the provisions of Rule
      172 of the 1933 Act Regulations with respect to delivery of the
      Prospectus. The Company will furnish to each Agent, without charge, such
      number of copies of the Prospectus (as amended or supplemented) as such
      Agent may reasonably request to meet its obligations under the 1933 Act
      and the 1933 Act Regulations. The Prospectus and any amendments or
      supplements thereto furnished to such Agent will be identical in all
      material respects to any electronically transmitted copies thereof filed
      with the Commission pursuant to EDGAR, except to the extent permitted by
      Regulation S-T.

            2.3.4 REVISIONS OF PROSPECTUS; MATERIAL CHANGES. If at any time when
      the delivery of the Prospectus shall be required by law in connection with
      the sale of the Notes, in the opinion of Agent Approved Counsel, counsel
      for the Company or counsel for the Trust, either (A) any event shall have
      occurred as a result of which the Registration Statement or the
      Prospectus, as then amended or supplemented, would include any untrue
      statement of a material fact, or omit to

                                       15



      state any material fact necessary in order to make the statements therein,
      in the light of the circumstances under which they were made, not
      misleading or (B) for any other reason it shall be necessary to amend or
      supplement the Registration Statement or the Prospectus, as then amended
      or supplemented, in order to comply with the 1933 Act or the 1933 Act
      Regulations, as applicable, the Company will (1) notify the Agent(s) to
      suspend the solicitation of offers to purchase Notes and if notified by
      the Company, the Agent(s) shall forthwith suspend such solicitation and
      cease using the Prospectus as then amended or supplemented and (2)
      promptly prepare and file with the Commission such amendment or supplement
      to the Registration Statement or the Prospectus which will correct such
      statement or omission or effect such compliance and will provide to the
      Agent(s) without charge a reasonable number of copies thereof, which the
      Agent(s) shall use thereafter.

            2.3.5 NOTICE OF CERTAIN EVENTS. The Company will notify the Agent(s)
      promptly (but in no event later than one business day), and confirm such
      notice in writing, as applicable, of (A) with respect to its filings with
      the Commission under the 1934 Act, (i) the effectiveness of any
      post-effective amendment to the Registration Statement or the filing of
      any amendment or supplement to the Prospectus (other than any amendment or
      supplement thereto providing solely for the determination of the variable
      terms of notes offered pursuant to the Registration Statement), (ii) the
      receipt of any comments from the Commission during the period commencing
      on and including the date of the agreement of the Agent(s) to purchase
      Notes as principal and continuing to and including the Settlement Date,
      with respect to the Registration Statement, the Prospectus or the Time of
      Sale Prospectus, (iii) any request by the Commission for any amendments to
      such filings or for additional information, (iv) the issuance by the
      Commission or any state of any stop order or trading suspension which
      suspends the effectiveness of such filings, or of the initiation of any
      proceedings for that purpose or (v) any action whereby the Company becomes
      the subject of a proceeding under Section 8A of the 1933 Act or any
      proceeding in connection with the offering of the Notes or (B) any change
      in the rating assigned by any Ratings Agency to any debt securities or
      financial strength of the Company, the Program, the Notes or any notes
      offered pursuant to the Registration Statement or the withdrawal by any
      Ratings Agency of its rating of any debt securities or the financial
      strength of the Company, the Program, the Notes or any notes offered
      pursuant to the Registration Statement. The Company will use reasonable
      best efforts to prevent the issuance of any stop order and, if any stop
      order is issued, to obtain the lifting thereof unless, in the reasonable
      judgment of the Company, such effort is not warranted.

            2.3.6 OUTSTANDING AGGREGATE PRINCIPAL AMOUNT OF NOTES. The Company
      will promptly (but in no event later than one business day), upon request
      by an

                                       16



      Agent, notify such Agent of the aggregate principal amount of notes issued
      pursuant to the Registration Statement from time to time outstanding under
      the Program in their currency of denomination and (if so requested)
      expressed in United States dollars. For the purpose of determining the
      aggregate principal amount of such notes outstanding (A) the principal
      amount of notes issued pursuant to the Registration Statement, denominated
      in a currency other than United States dollars shall be converted into
      United States dollars using the spot rate of exchange for the purchase of
      the relevant currency against payment of United States dollars being
      quoted by the Paying Agent (as defined in the Indenture) on the date on
      which the relevant notes issued pursuant to the Registration Statement
      were initially offered, (B) any notes issued pursuant to the Registration
      Statement which provide for an amount less than the principal amount
      thereof to be due and payable upon redemption following an Event of
      Default as defined in the Indenture in respect of such notes, shall have a
      principal amount equal to their redemption amount, (C) any zero coupon
      (and any other notes issued pursuant to the Registration Statement issued
      at a discount or premium) shall have a principal amount equal to their
      price to the public and (D) the currency in which any notes issued
      pursuant to the Registration Statement are payable, if different from the
      currency of their denomination, shall be disregarded.

            2.3.7 EARNINGS STATEMENT. The Company will file such reports
      pursuant to the 1934 Act and the 1934 Act Regulations, as are necessary in
      order to make generally available to its security holders as soon as
      practicable an earning statement within the meaning of Rule 158 under the
      1933 Act Regulations for the purposes of, and to provide the benefits
      contemplated by the last paragraph of Section 11(a) of the 1933 Act.

            2.3.8 1933 ACT AND 1934 ACT REPORTING REQUIREMENTS. The Company,
      during the Offering Period, will file all documents required to be filed
      with the Commission pursuant to the 1933 Act and the 1934 Act within the
      time periods prescribed by the 1933 Act and the 1933 Act Regulations and
      the 1934 Act and the 1934 Act Regulations, respectively.

            2.3.9 AUTHORIZATION TO ACT ON BEHALF OF THE COMPANY. The Company
      will, from time to time, after receiving a written request from an Agent,
      deliver to the Agent(s) a certificate as to the names and signatures of
      those persons authorized to act on behalf of the Company in relation to
      the Program if such information has changed.

            2.3.10 USE OF PROCEEDS. The Company will use the net proceeds
      received by it from the issuance and sale of the Funding Agreement in the
      manner specified in the Time of Sale Prospectus.

                                       17



            2.3.11 RESTRICTIONS ON ISSUANCE OF FUNDING AGREEMENTS. The Company
      shall not issue or agree to issue, during the period commencing on the
      date of the Distribution Agreement and continuing to and including the
      Settlement Date with respect to the Notes, any funding agreement or
      similar agreement for the purpose of supporting the issuance by a special
      purpose entity of securities denominated in the same currency or
      substantially similar to the Notes, in each case, without the prior
      written consent of the Agent(s).

            2.3.12 REVISIONS OF TIME OF SALE PROSPECTUS. If any event shall
      occur or condition shall exist as a result of which it is necessary, in
      the opinion of Agent Approved Counsel, counsel for the Company or counsel
      for the Trust, to amend or supplement the Time of Sale Prospectus being
      used to solicit offers to buy Notes in writing in order that such Time of
      Sale Prospectus will not include an untrue statement of a material fact or
      omit to state a material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading, or if it shall be necessary, in the opinion of such counsel,
      to amend or supplement such Time of Sale Prospectus in order to comply
      with the requirements of the 1933 Act or the 1933 Act Regulations, the
      Company shall give immediate notice, confirmed in writing, to each of the
      applicable Agents, and the Company will promptly prepare and, if
      applicable, file with the Commission, subject to Section 2.3.1 hereof,
      such amendment or supplement as may be necessary to correct such statement
      or omission or to make such Time of Sale Prospectus comply with such
      requirements and the Company will furnish to the applicable Agents,
      without charge, such number of copies of such amendment or supplement as
      the applicable Agents may reasonably request.

      2.4 SUSPENSION OF CERTAIN OBLIGATIONS. After the completion of the
distribution of Notes by the Agent(s), the Company and the Trust, as applicable,
shall not be required to comply with the provisions of Section 2.3.3, Section
2.3.4 or Section 2.3.5.

                                   SECTION 3.

                      APPOINTMENT OF AGENTS; PURCHASES OF NOTES

      3.1 APPOINTMENT. Subject to the terms and conditions stated herein, the
Trust and Company hereby agree that the Notes will be sold to the Agent(s) as
principal pursuant to the terms of the Distribution Agreement. The Trust and the
Company agree that, other than the Purchasing Agent pursuant to Section 3.5
hereof, each will not appoint any other agents, dealers or underwriters in
connection with the placement of the Notes.

      3.2 ARM'S-LENGTH TRANSACTION. Each of the Company and the Trust
acknowledge and agree that (i) the purchase and sale of Notes pursuant to the
Distribution Agreement, including the determination of the public offering price
of the Notes and any related

                                       18



discounts and commissions, is an arm's-length commercial transaction between
each of the Company and the Trust, on the one hand, and the Purchasing Agent
and/or Agent(s), on the other hand, (ii) in connection with the offering
contemplated hereby and the process leading to such transaction the Purchasing
Agent and each Agent is and has been acting solely as a principal and is not the
agent or fiduciary of the Company, the Trust or any of their respective
employees, (iii) neither the Purchasing Agent, nor any Agent has assumed or will
assume an advisory or fiduciary responsibility in favor of the Company or the
Trust with respect to the offering contemplated hereby or the process leading
thereto (irrespective of whether such Purchasing Agent or Agent has advised or
is currently advising the Company or the Trust on other matters) and neither the
Purchasing Agent nor any Agent has any obligation to the Company or the Trust
with respect to any offering contemplated hereby except the obligations
expressly set forth in the Distribution Agreement or the Omnibus Instrument,
(iv) the Purchasing Agent, the Agent(s) and their respective affiliates may be
engaged in a broad range of transactions that involve interests that differ from
those of the Company and the Trust, and (v) the Purchasing Agent and the
Agent(s) have not provided any legal, accounting, regulatory or tax advice with
respect to any offering contemplated hereby and the Company and the Trust have
consulted their own legal, accounting, regulatory and tax advisors to the extent
they deemed appropriate.

      3.3 RETAIL NOTES. In connection with the issuance of notes described in
the prospectus supplement for the Hartford Life Global Funding IncomeNotesSM
program (the "RETAIL NOTES") as amended and supplemented and included in the
Registration Statement, such Retail Notes shall be issued and sold only to the
Purchasing Agent, as principal. All issuances and sales of Retail Notes to the
Purchasing Agent shall be subject to the terms of the Distribution Agreement,
unless the Trust, the Company and the Purchasing Agent otherwise agree in
writing.

      3.4 INSTITUTIONAL NOTES. In connection with the issuance of notes
described in the prospectus supplement for the Hartford Life Global Funding
Secured Medium-Term Note program (the "INSTITUTIONAL NOTES"), as amended and
supplemented and included in the Registration Statement, nothing in the
Distribution Agreement shall be construed to limit or restrict the ability of
the Trust to issue and sell Institutional Notes directly to any Agent or to any
other underwriter pursuant to a distribution agreement other than the
Distribution Agreement; PROVIDED, that the terms of such other distribution
agreement shall be no more favorable to such underwriter than the Distribution
Agreement.

      3.5 PURCHASES AS PRINCIPAL. The sale of the Notes to an Agent shall be
made in accordance with the terms of the Distribution Agreement. The agreement
of the Agent(s) to purchase Notes shall be deemed to have been made on the basis
of the representations, warranties, covenants and agreements of the Trust and
the Company herein contained and shall be subject to the terms and conditions
herein set forth. In connection with the resale of the Notes purchased, without
the consent of the Trust and Company, Agents are not

                                       19



authorized to appoint sub-agents or to engage the service of any other broker or
dealer; PROVIDED, HOWEVER, that in connection with the resale of the Retail
Notes, the Purchasing Agent may appoint any sub-agent or engage the service of
any other broker or dealer without the consent of the Trust or the Company, so
long as any such broker or dealer engaged has entered into a Master Selected
Dealer Agreement substantially in the form attached hereto as Exhibit A.

      3.6 PURCHASES AT DISCOUNT. Unless otherwise specified in the Distribution
Agreement, each purchase of Retail Notes by the Purchasing Agent shall be at a
discount from the principal amount of each such Retail Note equivalent to the
applicable percentage set forth in Schedule 1 hereto. Unless otherwise specified
in the Distribution Agreement, each purchase of Institutional Notes by any Agent
shall be at a discount from the principal amount of each such Institutional Note
equivalent to the applicable percentage set forth in Schedule 2 hereto.

      3.7 ACTION BY TRUST OR COMPANY. The Agent(s) are aware that other than
registering the Notes under the 1933 Act, the filing of required reports under
the 1934 Act and the actions required pursuant to Section 2.1.3, no action has
been or will be taken by the Trust or the Company that would permit the offer or
sale of the Notes or the possession or distribution of the Prospectus or any
other offering material relating to the Notes in any jurisdiction where action
for that purpose is required.

      3.8 AGGREGATE OFFERING LIMITATION. The Company shall not issue funding
agreements to trusts organized under the Program to support the issuance of
notes with an aggregate initial offering price in excess of the aggregate
initial offering price of notes registered pursuant to the Registration
Statement. The Agent(s) shall have no responsibility for maintaining records
with respect to the aggregate initial offering price of notes sold, and of
otherwise monitoring the availability of notes for sale, under the Registration
Statement.

      3.9 ACKNOWLEDGEMENT. The Company, the Trust and each Agent acknowledge
that they understand that (A) the form of the Funding Agreement has only been
filed and approved by the Insurance Departments in the State of Connecticut and
the State of Delaware, (B) the Notes have not been registered as securities
under any state's securities laws, in reliance on the exemption set forth in
Section 18 of the 1933 Act, and if the Trust, the Company or any Agent learns of
any action by any state's insurance or securities regulatory body (or of any
change in state insurance laws or regulations) which creates a material risk
that the sale of Notes in such state may violate the insurance or securities
laws of such state, the Trust or the Company shall advise Agents of such risks
and may direct the Agent(s) to cease all sales of Notes in the affected states
and, absent such direction, any Agent may elect to cease sales of Notes in any
or all affected states, PROVIDED, that such Agent shall notify the Company and
the Trust of such election, and (C) the Company and the Trust instruct the
Agent(s) to solicit offers to purchase Notes only as permitted or contemplated
in the Prospectus or in the Distribution Agreement and

                                       20



as permitted by the 1933 Act and the applicable securities laws or regulations
of any jurisdiction.

      3.10 ADMINISTRATIVE PROCEDURES. Administrative procedural details relating
to the issuance and delivery of the Notes, and related matters, may be set forth
in written administrative procedures (the "ADMINISTRATIVE PROCEDURES") agreed to
and accepted by the parties to the Issuance Documents. If previously so agreed
to and accepted, such Administrative Procedures shall apply to the transactions
contemplated hereunder and shall serve to define the administrative agreements
of the parties. Notwithstanding the foregoing, if the terms of the
Administrative Procedures conflict in any manner with the terms of any Issuance
Document, as to such conflicting term, the relevant Issuance Document shall
govern.

      3.11 MISCELLANEOUS. For purposes of the Distribution Agreement (other than
Section 3.2 and Section 3.3), all references to Notes shall be deemed to include
the Retail Notes and the Institutional Notes.

                                   SECTION 4.

                              FREE WRITING PROSPECTUSES

      4.1 FINAL TERM SHEET. (A) The Company covenants and agrees to (1) review
and (subject to such changes deemed appropriate by the Company and the Agent(s))
approve, at the reasonable request of the Agent(s) in connection with the offer
and sale of Institutional Notes, a final term sheet prepared by the Agent(s) (as
so approved, the "FINAL TERM SHEET") reflecting the final terms of such Notes,
and (2) file such Final Term Sheet pursuant to Rule 433 of the 1933 Act
Regulations and (B) if the Notes are Institutional Notes, the Agent(s) covenant
and agree to convey the final terms, including the final pricing terms, of such
Institutional Notes to the purchasers of such Institutional Notes prior to the
Time of Sale.

      4.2 DELIVERY AND USE OF FREE WRITING PROSPECTUSES BY AGENTS. In connection
with the offer and sale of the Notes, each Agent covenants and agrees that,
except as otherwise provided in the Distribution Agreement, it will furnish the
Company with each proposed Free Writing Prospectus, other than a Free Writing
Prospectus including only information set forth in a Final Term Sheet filed
pursuant to Rule 433 of the 1933 Act Regulations, that (i) is required to be
filed pursuant to Rule 433(d) of the 1933 Act Regulations or (ii) is or will be
a part of the Time of Sale Prospectus relating to or to be used in connection
with the offer and sale of the Notes to be prepared by or on behalf of such
Agent before its first use and will not use any such Free Writing Prospectus to
which the Company objects. It is understood that an Agent's obligation to
furnish any such form shall be deemed satisfied if another Agent has so
furnished such form. Each Agent covenants and agrees that it will use a Free
Writing Prospectus prepared by or on

                                       21



behalf of such Agent only if such Free Writing Prospectus complies with the
requirements of the 1933 Act and the 1933 Act Regulations.

      4.3 FREE WRITING PROSPECTUSES OF THE COMPANY AND THE TRUST. In connection
with the offer and sale of the Notes, each of the Company and the Trust
represents, warrants, covenants and agrees that, without the prior consent of
the Agent(s), it has not made and will not make any offer relating to the Notes
or the related Funding Agreement that would constitute a Free Writing Prospectus
required to be filed pursuant to Rule 433 of the 1933 Act Regulations except for
any Final Term Sheet or as identified to the Agents in the relevant Distribution
Agreement; provided that to the extent that no Agent is involved in an offer and
sale of any Series of Notes, no such prior consent shall be required.

      4.4 DISTRIBUTION OF FREE WRITING PROSPECTUSES. Each Agent covenants and
agrees that it will not distribute any Free Writing Prospectus used or referred
to by such Agent in a manner reasonably designed to lead to its broad
unrestricted dissemination; provided, that such covenant and agreement shall not
apply to any such Free Writing Prospectus forming part of the Time of Sale
Prospectus or any such Free Writing Prospectus approved by the Company for broad
unrestricted dissemination (such consent not to be unreasonably withheld).

      4.5 NO CONFLICTING INFORMATION. In connection with the offer and sale of
the Notes, any Free Writing Prospectus (i) that is required to be filed pursuant
to Rule 433(d) of the 1933 Act Regulations (including any Final Term Sheet),
(ii) that is or will be a part of the Time of Sale Prospectus relating to or to
be used in connection with such offer and sale of the Notes or (iii) the use of
which has been consented to by the applicable Agent(s) pursuant to Section 4.3
hereof is referred to herein as a "PERMITTED FREE WRITING PROSPECTUS". Each of
the Company and the Trust represents, warrants, covenants and agrees that each
Permitted Free Writing Prospectus, as of its first date of use and at all
subsequent times through the completion of the public offer and sale of the
Notes or until any earlier date that the issuer of such Permitted Free Writing
Prospectus notified or gives notice to the Agent(s) in accordance with Section
4.6 hereof, did not and does not include any information that conflicted or
conflicts with the information contained in the Registration Statement, the
applicable Time of Sale Prospectus or the Prospectus; provided, however, that no
representation, warranty, covenant or agreement is made with respect to
information contained in or omissions from such Permitted Free Writing
Prospectus based upon and in conformity with written information furnished to
the Company by the applicable Agent(s) specifically for use therein. Each Agent
represents, warrants, covenants and agrees that it shall not prepare and
disseminate any Free Writing Prospectus that contains information that conflicts
with the information contained in the Registration Statement, the applicable
Time of Sale Prospectus or the applicable Prospectus.

                                       22



      4.6 FURTHER ASSURANCES. Each of the Company and the Trust covenants and
agrees that if at any time following issuance of a Permitted Free Writing
Prospectus any event or development occurred or occurs as a result of which such
Permitted Free Writing Prospectus conflicted or conflicts with the information
in the Registration Statement, any applicable Time of Sale Prospectus or the
Prospectus or included or includes an untrue statement of a material fact or
omitted or omits to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, the Company will give prompt notice thereof to the
Agent(s) and, if requested by the Agent(s), will prepare and furnish without
charge to each Agent a Permitted Free Writing Prospectus or other document that
will correct such conflict, statement or omission. In the event that such
conflict, misstatement or omission is based upon and in conformity with written
information furnished to the Company by the applicable Agent(s) specifically for
use therein, the applicable Agent(s) shall use reasonable best efforts to assist
the Company in updating such previously furnished written information.

      4.7 COPIES. The Company will deliver to each Agent, without charge, such
number of copies of each Free Writing Prospectus prepared by or on behalf of or
used or referred to by the Company as each such Agent may reasonably request. To
the extent applicable, each such document furnished to the Agent(s) will be
identical to any electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

                                   SECTION 5.

                          CONDITIONS OF AGENT'S OBLIGATIONS

      Each Agent's obligations hereunder are subject to the following
conditions:

      5.1 OPINIONS. On the Settlement Date for the first notes issued under the
Program (the "Initial Settlement Date") and, if applicable, on the first
Settlement Date following each anniversary of the Initial Settlement Date,
except as otherwise indicated in the Distribution Agreement or otherwise agreed
among the Company, the Trust and the Agent(s), the Company and the Trust shall
have made available to the Agent(s) or the Agent(s) shall have received the
following legal opinions, dated as of such Settlement Date and in form and
substance satisfactory to the Agent(s) (which shall be the bookrunning lead
manager(s) in the case of a syndicated issue):

            5.1.1 OPINION OF INTERNAL COUNSEL FOR THE COMPANY. The opinion of
      Internal Counsel for the Company to the effect set forth in Exhibit B
      hereto and to such further effect as the Agent(s) may reasonably request;

                                       23



            5.1.2 OPINION OF COUNSEL FOR THE COMPANY CONCERNING CERTAIN
      CONNECTICUT INSOLVENCY MATTERS. The opinion of Robinson & Cole LLP,
      Connecticut counsel for the Company or other external counsel reasonably
      satisfactory to the Agent(s) (or the bookrunning lead manager(s), in the
      case of a syndicated issue) to the effect set forth in Exhibit C hereto
      and to such further effect as the Agent(s) may reasonably request;

            5.1.3 OPINION OF AGENT APPROVED COUNSEL CONCERNING CERTAIN FEDERAL
      SECURITIES MATTERS. The opinion of Agent Approved Counsel to the effect
      set forth in Exhibit D hereto and to such further effect as the Agent(s)
      may reasonably request;

            5.1.4 OPINION OF AGENT APPROVED COUNSEL CONCERNING CERTAIN NEW YORK
      LAW Matters. The opinion of Agent Approved Counsel to the effect set forth
      in Exhibit E hereto and to such further effect as the Agent(s) may
      reasonably request;

            5.1.5 OPINION OF AGENT APPROVED COUNSEL CONCERNING CERTAIN NEW YORK
      SECURITY INTEREST MATTERS. The opinion of Agent Approved Counsel to the
      effect set forth in Exhibit F hereto and to such further effect as the
      Agent(s) may reasonably request;

            5.1.6 OPINION OF AGENT APPROVED COUNSEL CONCERNING CERTAIN TAX
      MATTERS. The opinion of Agent Approved Counsel to the effect set forth in
      Exhibit G hereto and to such further effect as the Agent(s) may reasonably
      request;

            5.1.7 MEMORANDUM OF AGENT APPROVED COUNSEL CONCERNING CERTAIN
      INSURANCE Matters. The memorandum of Agent Approved Counsel to the effect
      set forth in Exhibit H hereto and to such further effect as the Agent(s)
      may reasonably request; PROVIDED, that this memorandum shall only be
      issued on September 9, 2004;

            5.1.8 OPINION OF AGENT APPROVED COUNSEL CONCERNING CERTAIN INSURANCE
      MATTERS. The opinion of Agent Approved Counsel to the effect set forth in
      Exhibit I hereto and to such further effect as the Agent(s) may reasonably
      request; PROVIDED, that this opinion shall only be issued on September 9,
      2004;

            5.1.9 OPINION OF COUNSEL FOR THE TRUST. The opinion of Richards,
      Layton & Finger P.A. or other external counsel reasonably satisfactory to
      the Agent(s) (or the bookrunning lead manager(s), in the case of a
      syndicated issue), as counsel for the Trust, to the effect set forth in
      Exhibit J hereto and to such further effect as the Agent(s) may reasonably
      request;

                                       24



            5.1.10 OPINION OF COUNSEL FOR THE DELAWARE TRUSTEE. The opinion of
      Richards, Layton & Finger P.A. or other external counsel reasonably
      satisfactory to the Agent(s) (or the bookrunning lead manager(s), in the
      case of a syndicated issue), as counsel for the Delaware Trustee, to the
      effect set forth in Exhibit K hereto and to such further effect as the
      Agent(s) may reasonably request;

            5.1.11 OPINION OF COUNSEL FOR THE TRUST CONCERNING DELAWARE SECURITY
      INTEREST MATTERS. The opinion of Richards, Layton & Finger P.A. or other
      external counsel reasonably satisfactory to the Agent(s) (or the
      bookrunning lead manager(s), in the case of a syndicated issue), as
      counsel for the Delaware Trustee, to the effect set forth in Exhibit L
      hereto and to such further effect as the Agent(s) may reasonably request;

            5.1.12 OPINION OF COUNSEL FOR THE ADMINISTRATOR. The opinion of
      Tannenbaum Helpern Syracuse & Hirschtritt LLP or other external counsel
      reasonably satisfactory to the Agent(s) (or the bookrunning lead
      manager(s), in the case of a syndicated issue), as counsel for the
      Administrator, to the effect set forth in Exhibit M hereto and to such
      further effect as the Agent(s) may reasonably request;

            5.1.13 OPINION OF COUNSEL FOR THE INDENTURE TRUSTEE. The opinion of
      Cravath, Swaine & Moore LLP or other external counsel reasonably
      satisfactory to the Agent(s) (or the bookrunning lead manager(s), in the
      case of a syndicated issue), as counsel for the Indenture Trustee, to the
      effect set forth in Exhibit N hereto and to such further effect as the
      Agent(s) may reasonably request.

      5.2 NEGATIVE ASSURANCES. On the Initial Settlement Date, on each date
preceding the Settlement Date specified in Section 6.3 hereof, if applicable,
or, in the case of an issuance of Institutional Notes, upon the request of the
Agent(s) (which shall be the bookrunning lead manager(s) in the case of a
syndicated issue) on the Settlement Date, unless otherwise agreed, the Agent(s)
shall have received the following negative assurances, dated as of the date
thereof and in form and substance satisfactory to the Agent(s) (which shall be
the bookrunning lead manager(s) in the case of a syndicated issue and the
Purchasing Agent in the case of an issue of Retail Notes):

            5.2.1 NEGATIVE ASSURANCE OF COMPANY APPROVED COUNSEL. The negative
      assurance letter of Company Approved Counsel (as defined below) to the
      effect set forth in Exhibit O hereto; and

            5.2.2 NEGATIVE ASSURANCE OF AGENT APPROVED COUNSEL. The negative
      assurance letter of Agent Approved Counsel to the effect set forth in
      Exhibit P hereto.

                                       25



      5.3 COMPANY CERTIFICATE. Unless otherwise agreed, on the Settlement Date
the Agent(s) shall have received a certificate of a vice president of the
Company with responsibility for the funding agreement business dated as of the
date thereof to the effect that (A) to the best of such vice president's
knowledge, there has been no material adverse change in the condition, financial
or otherwise, of the Company and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, (B) the
representations and warranties of the Company herein contained are true and
correct with the same force and effect as though expressly made at and as of the
date of such certificate, (C) the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied at or prior to
the date of such certificate (except to the extent that such non-compliance has
no material effect on the Company's ability to perform the transactions
contemplated by the Distribution Agreement and the Time of Sale Prospectus) and
(D) no stop order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been instituted, are
pending or, to the best of such person's knowledge, are threatened by the
Commission.

      5.4 TRUST CERTIFICATE. Unless otherwise agreed, on the Settlement Date the
Agent(s) shall have received a certificate of an officer of the Administrator
dated as of the date thereof to the effect that (A) to the best of such
officer's knowledge, there has been no material adverse change in the condition,
financial or otherwise, of the Trust, whether or not arising in the ordinary
course of business, (B) the representations and warranties of the Trust herein
contained are true and correct with the same force and effect as though
expressly made at and as of the date of such certificate, (C) the Trust has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to the date of such certificate (except to
the extent that such non-compliance has no material effect on the Trust's
ability to perform the transactions contemplated by the Distribution Agreement
and the Time of Sale Prospectus) and (D) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted, are pending or, to the best of such
person's knowledge, are threatened by the Commission.

      5.5 COMFORT LETTER. On the Initial Settlement Date, on each date preceding
the Settlement Date specified in Section 6.4 hereof, if applicable, or, in the
case of an issuance of Institutional Notes, upon the request of the Agent(s) (or
the bookrunning lead manager(s), in the case of a syndicated issue) on the
Settlement Date, unless otherwise agreed, the Agent(s) shall have received a
letter from Deloitte & Touche or its successor, as accountants to the Company
(the "Accountants"), dated as of the date thereof and in form and substance
satisfactory to the Agent(s) (or the bookrunning lead manager(s), in the case of
a syndicated issue) to the effect set forth in Exhibit Q hereto.

      5.6 CONDITIONS TO PURCHASE. The obligations of the Agent(s) to purchase
Notes as principal under the Distribution Agreement are further subject to the
conditions (A) of the

                                       26



accuracy of the representations and warranties, as of the date on which such
representations and warranties were made or deemed to be made pursuant to
Section 1 on the part of the Company and Trust, herein contained or contained in
any certificate of an officer or trustee of the Company or Trust, respectively,
delivered pursuant to the provisions hereof and the performance and observance
by each of the Trust and the Company of its covenants and other obligations
hereunder and (B) that the Registration Statement has become effective under the
1933 Act and no stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act or by any state, and no
proceedings for such purpose shall have been instituted or shall be pending or,
to the knowledge of the Company or the Trust, threatened by the Commission or
any state and any request on the part of the Commission or any state for
additional information shall have been complied with to the reasonable
satisfaction of counsel to the Agent(s).

      5.7 NECESSARY DOCUMENTS. Each time the Registration Statement, the
Prospectus, the Institutional Prospectus or the IncomeNotessm Prospectus shall
be amended or supplemented (other than by a pricing supplement) by the filing of
a post-effective amendment with the Commission, including the filing by the
Company of a Form 10-K or Form 10-Q under the Exchange Act, or, if so agreed in
the Distribution Agreement, the Company shall furnish Agent Approved Counsel
with such documents and opinions as may reasonably be required for the purpose
of enabling such Agent Approved Counsel to pass upon the issuance and sale of
Notes as herein contemplated, or in order to evidence the accuracy and
completeness of any of the representations and warranties, or the fulfillment of
any of the conditions, contained herein; and all proceedings taken by the
Company and the Trust in connection with the issuance and sale of Notes as
herein contemplated shall be reasonably satisfactory in form and substance to
the Agent(s) and Agent Approved Counsel.

      5.8 FAILURE TO SATISFY CONDITIONS. If any condition specified in this
Section 5 shall not have been fulfilled when and as required to be fulfilled,
the Distribution Agreement may be terminated by any Agent (as to itself only) by
notice to the Company and the Trust at any time and any such termination shall
be without liability of any party to any other party except as provided in
Section 12 hereof and except that Section 7, Section 8.2, Section 10 and Section
11 hereof shall survive any such termination and remain in full force and
effect.

                                   SECTION 6.

             REGISTRATION STATEMENT AMENDMENTS; COMPANY PERIODIC REPORTS

      6.1 AFFIRMATION OF REPRESENTATIONS AND WARRANTIES. The execution of the
Distribution Agreement and the delivery of the Notes to an Agent shall be deemed
to be an affirmation that the representations and warranties of the Trust and
the Company made

                                       27



to the Agent(s) and in any certificate theretofore delivered pursuant hereto are
true and correct at the time of such acceptance or sale, as the case may be, and
an undertaking that such representations and warranties will be true and correct
at the time of delivery to the Agent(s) of the Notes relating to such acceptance
or sale as though made at and as of each such time (and it is understood that
such representations and warranties shall relate to the Registration Statement,
the Prospectus and the Time of Sale Prospectus as amended and supplemented to
each such time).

      6.2 SUBSEQUENT DELIVERY OF COMPANY CERTIFICATE AND TRUST CERTIFICATE. In
the event that:

            6.2.1 the Registration Statement, the Institutional Prospectus or
      the IncomeNotessm Prospectus has been amended or supplemented (other than
      (a) by an amendment or supplement providing solely for the determination
      of the variable terms of the notes issued pursuant to the Registration
      Statement or (b) in connection with the filing of any report under Section
      13 or 15(d) of the 1934 Act) (each, a "REGISTRATION STATEMENT AMENDMENT"),
      or

            6.2.2 the Company has filed, pursuant to the 1934 Act, its quarterly
      report on Form 10-Q or annual report on Form 10-K, as the case may be
      (each, a "COMPANY PERIODIC REPORT"),

      then each of the Company and the Trust shall furnish or cause to be
      furnished to the Agent(s) promptly upon such Registration Statement
      Amendment or Company Periodic Report, as applicable, a certificate dated
      the date of filing or effectiveness of the Registration Statement
      Amendment, as applicable, or the date of the Company Periodic Report, as
      the case may be, in a form reasonably satisfactory to the Agent(s) to the
      effect that the statements contained in the certificates respectively
      referred to in Section 5.2 and Section 5.3 hereof which were last
      furnished to the Agent(s) are true and correct in all material respects at
      the date of filing or effectiveness of the Registration Statement
      Amendment, as applicable, or the date of the Company Periodic Report, as
      the case may be, as though made at and as of such date or, in lieu of such
      certificate, a certificate of substantially the same tenor as the
      certificates referred to in Section 5.2 and Section 5.3 hereof, modified
      as necessary to relate to the Registration Statement Amendment or Company
      Periodic Report to the date of delivery of such certificate.

      6.3 SUBSEQUENT DELIVERY OF NEGATIVE ASSURANCES. In the event of:

            6.3.1 a Registration Statement Amendment, or

            6.3.2 a Company Periodic Report,

                                       28



then the Company and the Trust shall furnish or cause to be furnished to the
Agent(s), promptly upon such Registration Statement Amendment or Company
Periodic Report, as the case may be, the negative assurance of external counsel
selected by the Company and reasonably satisfactory to the Agent(s) or internal
legal counsel to the Company which shall be at least an Associate Counsel to the
Company (in either case, the "COMPANY APPROVED COUNSEL") and the negative
assurance of Agent Approved Counsel, each dated the date of filing or
effectiveness of such Registration Statement Amendment, as applicable, or the
date of the Company Periodic Report, as the case may be, in form and substance
satisfactory to the Agent(s), of substantially the same tenor as the negative
assurances referred to in Section 5.2.1 and Section 5.2.2 hereof, respectively,
but modified, as necessary, to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of delivery of such negative
assurance or, in lieu of such negative assurance, counsel last furnishing such
negative assurance to the Agent(s) shall furnish such Agent(s) with a letter
substantially to the effect that the Agent(s) may rely on such last negative
assurance to the same extent as though it was dated the date of such letter
authorizing reliance (except that statements in such last negative assurance
shall be deemed to relate to the Registration Statement and the Prospectus as
amended and supplemented to the time of delivery of such letter authorizing
reliance).

      6.4 SUBSEQUENT DELIVERY OF COMFORT LETTER. In the event of:

            6.4.1 a Registration Statement Amendment, or

            6.4.2 a Company Periodic Report,

then the Company shall cause the Accountants forthwith to furnish to the
Agent(s), promptly upon such Registration Statement Amendment or Company
Periodic Report, as the case may be, a letter, dated the date of filing or
effectiveness of such Registration Statement Amendment, as applicable, or the
date of the Company Periodic Report, as the case may be, in form reasonably
satisfactory to the Agent(s), of substantially the same tenor as the letter
referred to in Section 5.5 hereof but modified to relate to the Registration
Statement and Prospectus as amended and supplemented to the date of such letter;
PROVIDED HOWEVER, that if the Registration Statement or Prospectus is amended or
supplemented solely to include unaudited financial information as of and for a
fiscal quarter, the Accountants may limit the scope of such letter to the
unaudited financial statements included in such amendment or supplement.

                                       29



                                   SECTION 7.

                           INDEMNIFICATION AND CONTRIBUTION

      7.1 The Company agrees to indemnify and hold harmless each Agent, its
officers and directors and each person, if any, who controls such Agent within
the meaning of Section 15 of the 1933 Act against any and all loss, liability,
claim, damage and expense whatsoever, as incurred, arising out of an untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto) or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading, or arising out of an untrue
statement or alleged untrue statement of a material fact included in any
Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus (or any
amendment or supplement thereto) or any Permitted Free Writing Prospectus or the
omission or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading; PROVIDED, HOWEVER, that this indemnity does not apply to
(i) any loss, liability, claim, damage or expense to the extent arising out of
an untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information furnished to the Company or
Trust in writing by such Agent expressly for use in the Registration Statement
(or any amendment thereto) or any Preliminary Prospectus, the Time of Sale
Prospectus or the Prospectus (or any amendment or supplement thereto) or any
Permitted Free Writing Prospectus, or (ii) any loss, liability, claim, damage or
expense arising out of any statements in or omissions from that part of the
Registration Statement which constitutes the Statements of Eligibility (Form
T-1) under the 1939 Act of the Indenture Trustee.

      7.2 Each Agent agrees, severally but not jointly, to indemnify and hold
harmless the Company, the Trust and each of their respective directors, officers
and trustees (if applicable) that signed the Registration Statement and each
person, if any, who controls the Company or Trust within the meaning of Section
15 of the 1933 Act, against any and all loss, liability, claim, damage and
expense described in the indemnity contained in Section 7.1 hereof, as incurred,
but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment
thereto) or any Permitted Free Writing Prospectus or any Preliminary Prospectus,
the Time of Sale Prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with information furnished to the
Company or the Trust in writing by such Agent expressly for use in the
Registration Statement (or any amendment thereto) or such Preliminary
Prospectus, such Time of Sale Prospectus or the Prospectus (or any amendment or
supplement thereto) or any such Permitted Free Writing Prospectus.

                                       30



      7.3 Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. In the case of parties indemnified
pursuant to Section 7.1 hereof, counsel to the indemnified parties shall be
selected by the Company and, in the case of parties indemnified pursuant to
Section 7.2 hereof, counsel to the indemnified parties shall be selected by the
Agent(s). Counsel to the indemnifying party may, with the consent of the
indemnified party, also be counsel to the indemnified party. In no event shall
the indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances.

      No indemnifying party shall, without the prior written consent of the
indemnified parties, which consent shall not be unreasonably withheld, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 7 (whether or
not the indemnified parties are actual or potential parties thereto); unless
such settlement, compromise or consent (i) is for monetary damages only, (ii)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (iii)
does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.

      7.4 If the indemnification provided for in Section 7 hereof is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein (other than as provided therein), then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company, on one hand, and the Agent(s), on the other hand, from the offering of
the Notes, as the case may be, that were the subject of the claim for
indemnification or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company and Trust, on one hand, and the Agent(s), on the other
hand, in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

                                       31



      The relative benefits received by the Company, on the one hand, and the
Agent(s), on the other hand, in connection with the offering of the Notes, as
the case may be, that were the subject of the claim for indemnification shall be
deemed to be in the same respective proportions as the total net proceeds from
the offering of such Notes (before deducting expenses) received by the Trust and
the total discount received by the Agent(s), as the case may be, bears to the
aggregate initial offering price of such Notes.

      The relative fault of the Company and the Trust, on one hand, and the
Agent(s), on the other hand, shall be determined by reference to, among other
things, whether any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Trust, on one hand, or by the Agent(s), on the
other hand, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

      The parties agree that it would not be just and equitable if contribution
pursuant to this Section 7.4 were determined by pro rata allocation (even if the
Agent(s) were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this Section 7.4. The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to
above in this Section 7.4 shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any applicable untrue or alleged untrue statement or omission or
alleged omission.

      Notwithstanding the provisions of this Section 7.4, (i) no Agent shall be
required to contribute any amount in excess of the amount by which the total
price, at which the Notes underwritten by such Agent and distributed to the
public, were offered to the public exceeds the amount of any damages which such
Agent has otherwise been required to pay by reason of any applicable untrue or
alleged untrue statement or omission or alleged omission and (ii) no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. In addition, in connection with an
offering of Notes purchased from the Trust by two or more Agent(s) as principal,
the respective obligations of such Agent(s) to contribute pursuant to this
Section 7.4 are several, and not joint, in proportion to the aggregate principal
amount of Notes that each such Agent has agreed to purchase from the Trust.

      For purposes of this Section 7.4, each director and officer of an agent
and each person, if any, who "controls," within the meaning of Section 15 of the
1933 Act, an Agent, shall have the same rights to contribution as such Agent,
and each director, officer and trustee (if applicable) of the Company or Trust,
as applicable, and each person, if any, who "controls," within the meaning of
Section 15 of the 1933 Act, the Company or Trust, shall have the same rights to
contribution as the Company or Trust, as applicable.

                                       32



                                   SECTION 8.

                                   TERMINATION

      8.1 TERMINATION OF AGREEMENT TO PURCHASE NOTES AS PRINCIPAL. The Agent(s)
(or the bookrunning lead manager(s), in the case of a syndicated issue) may
terminate any agreement by such Agent(s) (and any other Agent(s), in the case of
a syndicated issue) to purchase Notes immediately upon written notice to the
Trust and the Company, at any time on or prior to the Settlement Date relating
thereto, if (i) there has been, since the time of such agreement or since the
respective dates as of which information is given in the Time of Sale
Prospectus, any material adverse change in the condition, financial or
otherwise, of (1) the Company and its subsidiaries considered as one enterprise,
or (2) the Trust, in each case, whether or not arising in the ordinary course of
business, or (ii) there has occurred any material adverse change in the
financial markets in the United States or any outbreak of hostilities or major
escalation of existing hostilities or other calamity or crisis or any similar
major change or event (including, without limitation, an act of terrorism)
involving a prospective change in national or international political, financial
or economic conditions, in each case the effect of which is such as to make it,
in the reasonable judgment of the Agent(s) (or the bookrunning lead manager(s),
in the case of a syndicated issue) after consultation with the Company,
impracticable to market such Notes or enforce contracts for the sale of such
Notes, (iii) trading in any securities of The Hartford Financial Services Group,
Inc. (the "CORPORATION"), the Company, or Trust has been suspended or materially
limited by the Commission or The New York Stock Exchange, or if trading
generally on The New York Stock Exchange or the American Stock Exchange or in
the Nasdaq National Market has been suspended or materially limited, in each
case the effect of which is such as to make it, in the reasonable judgment of
the Agent(s) (or bookrunning lead manager(s), in the case of a syndicated issue)
after consultation with the Company, impracticable to market such Notes or
enforce contracts for the sale of such Notes, (iv) a banking moratorium has been
declared by either Federal or New York authorities or a material disruption has
occurred in commercial banking or securities settlement or clearance services in
the United States, in each case the effect of which is such as to make it, in
the reasonable judgment of the Agent(s) (or bookrunning lead manager(s), in the
case of a syndicated issue) after consultation with the Company, impracticable
to market such Notes or enforce contracts for the sale of such Notes or (v) the
rating assigned by any nationally recognized statistical rating organization to
the Program, any notes issued pursuant to the Registration Statement or any debt
securities (including the Notes) of the Trust or any securities or the financial
strength of the Company as of the date of such agreement shall have been lowered
or withdrawn since that date or if any such rating organization shall have
publicly announced that it has under surveillance or review its rating of the
Program, any notes issued pursuant to the Registration Statement or any such
debt securities (including the Notes) of the Trust or any securities or the
financial strength of the Company.

                                       33



      8.2 GENERAL. In the event of any termination under Section 8.1 above,
neither party will have any liability to the other party hereto, except that the
covenant set forth in Section 2.3.7 hereof, the indemnity and contribution
agreements set forth in Section 7 hereof, the provisions of Section 10 and
Section 11 hereof and the provisions of Section 12 hereof shall remain in
effect.

                                   SECTION 9.

                                     NOTICES

      Except as otherwise specifically provided herein, all statements,
requests, notices and advices hereunder shall be in writing, or if by telephone,
promptly confirmed in writing, and if to an Agent shall be sufficient in all
respects if delivered in person or sent by facsimile transmission (confirmed in
writing), or registered mail to such Agent at its address or facsimile number
set forth in the Distribution Agreement and if to the Company or the Trust shall
be sufficient in all respects if delivered or sent by facsimile transmission
(confirmed in writing) or registered mail to the Company or the Trust at the
applicable address specified below. All such notices shall be effective on
receipt.

      If to the Company:

      Hartford Life Insurance Company
      200 Hopmeadow Street
      Simsbury, Connecticut  06070

      Or, if by U.S. Mail, to:

      PO Box 2999
      Hartford Connecticut,  06102
      Attn:  Ken A. McCullum,
      Vice President and Actuary
      Telephone:  860-843-3169
      Facsimile:  860-843-5775

      With a copy to:

      Hartford Life Insurance Company
      200 Hopmeadow Street
      Simsbury, Connecticut  06070

      Or, if by U.S. Mail, to:

                                       34



      P.O. Box 2999
      Hartford Connecticut,  06102
      Attn:  Alan Kreczko,
      Deputy General Counsel
      Telephone:  860-843-6213
      Facsimile:  860-843-8665

      If to the Trust:

      Hartford Life Global Funding (followed by the
      number of the Trust designated in the Distribution Agreement)
      c/o Wilmington Trust Company
      Rodney Square North
      1100 North Market Street
      Wilmington, DE  19890-0001
      Attn:  Corporate Trust Administration
      Telephone:  (302) 636-4140

      and:

      Hartford Life Global Funding (followed by the number of the Trust
      designated in the Distribution Agreement) c/o AMACAR Pacific Corporation
      6525 Morrison Blvd, Suite 318
      Charlotte, North Carolina  28211
      Attn:  Douglas Johnson, President
      Telephone:  704-365-0569
      Facsimile:  704-365-1632

      If to the Purchasing Agent:

      Bear Stearns & Co. Inc.
      383 Madison Avenue
      New York, New York  10179
      Attn:  Frank "Chip" Gillis
      Telephone:  (212) 272-2244
      Facsimile:  (212) 272-0543

                                       35



      With a copy to:

      Bear Stearns & Co. Inc.
      383 Madison Avenue
      New York, New York  10179
      Attn:  HG Capital Markets
      Telephone:  (212) 272-3352
      Facsimile:  (212) 272-2619

      If to the Agents:

      To each Agent at the address specified in ANNEX I or as otherwise
      indicated in the Distribution Agreement

      or at such other address as such party may designate from time to time by
      notice duly given in accordance with the terms of this Section 9.

                                   SECTION 10.

                                     PARTIES

      The Distribution Agreement shall be binding upon the Agent(s), the Trust
and the Company, and inure solely to the benefit of the Agent(s), the Trust and
the Company and any other person expressly entitled to indemnification hereunder
and the respective personal representatives, successors and assigns of each, and
no other person shall acquire or have any rights under or by virtue of the
Distribution Agreement.

                                   SECTION 11.

                                  GOVERNING LAW

      PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK, THE DISTRIBUTION AGREEMENT AND ALL THE RIGHTS AND OBLIGATIONS OF THE
PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.

                                       36



                                   SECTION 12.

                                FEES AND EXPENSES

      12.1 COMPANY LIABILITY FOR PROGRAM EXPENSES. The Company will pay the
expenses of the Program, either directly, pursuant to the Distribution Agreement
(including through the performance of the obligations of the Company and the
Trust), or through one or more Expense and Indemnity Agreements (as defined in
the Indenture), including the following:

            (i)    the preparation, filing, printing and delivery of the
      Registration Statement and any amendments and supplements thereto;

            (ii)   fees and expenses relating to the issuance of Notes and the
      cost of obtaining CUSIP or other identification numbers for the Notes;

            (iii)  the fees and certain other disbursements of the Delaware
      Trustee, the Administrator, the Indenture Trustee and other Trust service
      providers;

            (iv)   the fees charged by the nationally recognized statistical
      rating organizations selected for the rating of the Program and the Notes;

            (v)    the fees and disbursements of the Company's accountants,
      counsel and other advisors or agents;

            (vi)   the qualification of the Notes under securities laws in
      accordance with the provisions of Section 2.1.2 hereof, including filing
      fees and the fees and disbursements of counsel for the Agents incurred in
      connection with the preparation and delivery any blue sky memorandum to be
      delivered subsequent to the Initial Settlement Date as reasonably
      requested by the applicable Agent;

            (vii)  the filing fees incident to the review of the program, if
      any, by the National Association of Securities Dealers, Inc.;

            (viii) the fees and expenses incurred in connection with any listing
      of Notes on a securities exchange; and

            (ix)   any costs and expenses (including, without limitation, any
      damages or other amounts payable in connection with legal or contractual
      liability) resulting directly from the reforming of any contracts for any
      sale of Notes made by an Agent caused by a breach of the representation
      contained in the sixth sentence of Section 1.3.2 hereof (including the
      application of clause (B) of the seventh sentence of Section 1.3.2
      hereof).

                                       37



      12.2 EXPENSES OF AGENTS. The Company shall agree to pay or reimburse an
Agent for certain expenses such Agent may incur in connection with the Program.
Such expenses shall be paid or reimbursed only to the extent described in the
Distribution Agreement or other written agreement between the Company and such
Agent. Each Agent agrees that, except as provided in the Distribution Agreement
or other written agreement, each Agent is responsible for its own expenses.

      12.3 OBLIGATIONS OF TRUST LIMITED. The Trust shall have no obligation to
pay or reimburse any Agent for any expenses such Agent incurs in connection with
the Distribution Agreement or the Program.

      12.4 REIMBURSEMENT AFTER TERMINATION. In the event that the proposed
offering of Notes is not completed pursuant to Section 8.1, the Company will
reimburse the Agent(s) for the expenses set forth in the Distribution Agreement
and any other written agreement between the Company and such Agent(s).

                                   SECTION 13.

                                  MISCELLANEOUS

      13.1 POWER OF ATTORNEY. If the Distribution Agreement is executed by or on
behalf of any party, such person hereby states that at the time of the execution
of the Distribution Agreement such person has no notice of revocation of the
power of attorney by which he has executed the Distribution Agreement as such
attorney.

      13.2 COUNTERPARTS. The Distribution Agreement may be executed by each of
the parties hereto in any number of counterparts, and by each of the parties
hereto on separate counterparts, each of which counterparts, when so executed
and delivered, shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. Facsimile signatures
shall be deemed original signatures.

      13.3 AMENDMENT. The Distribution Agreement may be amended or supplemented
if, but only if, such amendment or supplement is in writing and is signed by the
Company, the Trust, and the Agent(s).

      13.4 LIMITATION OF DELAWARE TRUSTEE LIABILITY. Notwithstanding any
provision hereof to the contrary, it is expressly understood and agreed by the
parties that (a) the Distribution Agreement is executed and delivered by
Wilmington Trust Company, not individually or personally, but solely as Delaware
Trustee, 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 the Delaware Trustee
but is made and intended for the purpose of binding only the Trust,

                                       38



(c) nothing herein contained shall be construed as creating any liability on the
Delaware Trustee, 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 the Delaware
Trustee 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
Distribution Agreement or any other related documents.

                                       39



                      LIST OF EXHIBITS, SCHEDULES AND ANNEX

EXHIBITS

Exhibit A   Form of Master Selected Dealer Agreement

Exhibit B   Opinion of Internal Counsel for the Company

Exhibit C   Opinion of Counsel for the Company Concerning Connecticut Insolvency
            Law

Exhibit D   Opinion of Agent Approved Counsel Concerning Federal Securities Law

Exhibit E   Opinion of Agent Approved Counsel Concerning New York Law

Exhibit F   Opinion of Agent Approved Counsel Concerning New York Security
            Interests

Exhibit G   Opinion of Agent Approved Counsel Concerning Tax

Exhibit H   Memorandum of Agent Approved Counsel Concerning Insurance

Exhibit I   Opinion of Agent Approved Counsel Concerning Insurance

Exhibit J   Opinion of Counsel for the Trust

Exhibit K   Opinion of Counsel for the Delaware Trustee

Exhibit L   Opinion of Counsel for the Trust Concerning Delaware Security
            Interests

Exhibit M   Opinion of Counsel for the Administrator

Exhibit N   Opinion of Counsel for the Indenture Trustee

Exhibit O   Negative Assurance of Company Approved Counsel

Exhibit P   Negative Assurance of Agent Approved Counsel

Exhibit Q   Comfort Letter from Accountants to the Company




SCHEDULES
- ---------

Schedule 1  Discount Determination for Purchasing Agent (Retail Notes)

Schedule 2  Discount Determination for Agents (Institutional Notes)



ANNEX
- -----

Annex I     Notice Information of Agents

EX-5.1

                                                                     Exhibit 5.1



                   SIDLEY AUSTIN LLP     BEIJING     GENEVA        SAN FRANCISCO
[GRAPHIC OMITTED]  787 SEVENTH AVENUE    BRUSSELS    HONG KONG     SHANGHAI
                   NEW YORK, NY  10019   CHICAGO     LONDON        SINGAPORE
                   (212) 839 5300        DALLAS      LOS ANGELES   TOKYO
                   (212) 839 5599 FAX    FRANKFURT   NEW YORK      WASHINGTON,DC


                                     FOUNDED 1866




March 29, 2006

Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut  06089

Re:  Hartford Life Global Funding Trust 2006-033 Secured Medium-Term Notes
     ---------------------------------------------------------------------

Ladies and Gentlemen:

This opinion letter is delivered to you in connection with the issuance by
Hartford Life Global Funding Trust 2006-033 (the "Trust") of $100,000,000
aggregate principal amount of the Trust's Floating Rate Secured Medium-Term
Notes due 2011 (the "Notes") related to funding agreement No. FA-406033 (the
"Funding Agreement") executed by Hartford Life Insurance Company, a Connecticut
life insurance company ("Hartford Life"). The Trust was formed on March 22, 2006
(the "Formation Date") and the Notes will be issued on March 29, 2006 (the
"Issuance Date").

We have acted as special counsel to the underwriters in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), by
Hartford Life, of a Registration Statement on Form S-3 (File No. 333-123441)
filed with the Commission on March 18, 2005, as amended by Amendment No. 1 filed
with the Commission on April 12, 2005 and Post-Effective Amendment No. 1 filed
with the Commission on December 13, 2005 (the "Registration Statement"),
including a prospectus (the "Prospectus") relating to secured notes to be issued
by newly formed statutory trusts formed under the laws of the State of Delaware
and a prospectus supplement relating to Hartford Life secured medium-term notes
to be issued by the trusts (the "Institutional Prospectus Supplement"). The
Registration Statement provides for: (i) the registration of up to
$5,000,000,000, or the equivalent amount in one or more foreign currencies,
aggregate principal amount of notes to be issued by the trusts and (ii) the
registration of up to $5,000,000,000, or the equivalent amount in one or more
foreign currencies, of Hartford Life's funding agreements to be sold to the
trusts in connection with the sale of notes.

In furnishing this letter, we have reviewed: (i) the Registration Statement, the
Prospectus and the Institutional Prospectus Supplement, and the pricing
supplement related to the Notes dated as of the Formation Date, (ii) the trust
agreement, dated as of the Formation Date (the "Trust Agreement"), between
Wilmington Trust Company, as trustee, and AMACAR Pacific Corp., as trust
beneficial owner, which adopts and incorporates the standard trust terms dated
March 18, 2005, (iii) the indenture, dated as of the Issuance Date (the
"Indenture"), between JPMorgan Chase Bank, N.A., as indenture trustee (the
"Indenture Trustee"), and the Trust, which adopts and incorporates the standard
indenture terms dated March 18, 2005, (iv) the distribution agreement, dated as
of the Formation Date (the "Distribution Agreement"), among Hartford Life,
Lehman Brothers Inc. and the Trust, which adopts and incorporates the standard
distribution agreement terms dated March 18, 2005, (v) the omnibus instrument,
dated as of the Formation


 Sidley Austin LLP is a limited liability partnership practicing in affiliation
                     with other Sidley Austin partnerships




[GRAPHIC OMITTED]

Hartford Life Insurance Company
March 29, 2006
Page 2


Date, which includes the Trust Agreement, Indenture and Distribution Agreement
executed in connection with the creation of the Trust and the issuance by the
Trust of the Notes, (vi) the closing instrument, dated as of the Issuance Date,
related to the Trust, (vii) the Notes and (viii) the Funding Agreement.

We have also reviewed the trust action of the Trust in connection with the
issuance of the Notes, and have examined, and have relied as to matters of fact
upon, originals or copies certified or otherwise identified to our satisfaction,
of such records, agreements, documents, and other instruments and such
certificates or comparable documents of public officials and of officers and
representatives of the Trust, and have made such other further investigations as
we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth. In such examination, we have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of all natural persons and the conformity with the original
documents of any copies submitted to us for our examination. We have relied as
to factual matters upon, and have assumed the accuracy of, representations,
statements and certificates of or from public officials and of or from officers
and representatives of all persons whom we have deemed appropriate.

Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that upon the execution, issuance,
authentication and delivery of the Notes, the Notes will be the valid and
binding obligations of the Trust, enforceable against the Trust in accordance
with their terms.

The above opinion with regard to the enforceability of the Notes is qualified by
the effects of bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or affecting creditors' rights generally and general principles
of equity (regardless of whether such principles are considered in a proceeding
in equity or at law).

We express no opinion as to the laws of any jurisdiction other than the laws of
the State of New York, as currently in effect. This letter speaks as of the date
hereof and we assume no obligation to update or supplement this letter to
reflect any facts or circumstances which may hereafter come to our attention
with respect to the opinion and statements set forth above, including any
changes in applicable law which may hereafter occur.

We hereby consent to the filing of this letter as an exhibit to the Current
Report on Form 8-K filed by Hartford Life in connection with the issuance and
sale of the Notes, incorporated by reference in the Registration Statement. In
giving such consent, we do not thereby concede that we are within the category
of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.


Very truly yours,

/s/ Sidley Austin LLP

EX-5.2

                                                                     Exhibit 5.2



March 29, 2006

                                                               [LOGO]
                                                            THE HARTFORD


To:  Board of Directors of Hartford Life Insurance Company

RE:   Enforceability of a Funding Agreement Issued to a Certain Trust

Ladies and Gentlemen:

I am an attorney with Hartford Life Insurance Company ("Hartford Life"), a
Connecticut life insurance corporation.

I am furnishing this opinion in connection with the issuance by Hartford Life of
the funding agreement listed below (the "Contract") to the trust (the "Trust")
listed below on or about the date of this letter:

    CONTRACT                         CONTRACTHOLDER
    ---------                        ---------------

    Funding Agreement FA-406033      Hartford Life Global Funding Trust 2006-033


The Trust was established pursuant to the Hartford Life Global Funding note
issuance program (the "Program") described in that certain registration
statement on Form S-3 filed on March 18, 2005, as amended by Pre-Effective
Amendment No. 1 filed with the Securities and Exchange Commission (the
"Commission") on April 12, 2005 and Post-Effective Amendment No. 1 filed with
the Commission on December 13, 2005 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
describes (i) the registration and public offering of up to $5 billion, in the
aggregate principal amount of notes (the "Notes") to be issued by a series of
trusts and (ii) the registration of up to $5,000,000,000, or the equivalent
amount in one or more foreign or composite currencies, aggregate principal
amount of Hartford Life's funding agreements (such as the Contract) to be sold
to trusts, such as the Trust described below in connection with the issuance and
sale of the Notes.

The Trust is intended to be a trust described in the prospectus dated April 15,
2005 (including the prospectus supplement relating to Medium Term Notes dated
May 5, 2005), and included in the Registration Statement (together, the
"Prospectus"). Once duly formed, the Trust is authorized to issue no more than a
single series of Notes and to take certain other actions necessary or
appropriate to such issuance. The proceeds from the sale of the series of Notes
are to be used by the Trust to purchase from Hartford Life a funding agreement,
such as the Contract listed above. As described in the Prospectus, the Notes
issued by the Trust are to be secured by the assignment to an indenture trustee
of the Contract and all proceeds from the Contract.

In connection with the foregoing, I, or persons under my supervision, have
examined an original or copies certified to my satisfaction as being a true copy
of the certificate of incorporation and/or direction, bylaws of Hartford Life,
and have reviewed such other corporate records, instruments and other documents
as deemed necessary or appropriate in order to render the opinions set forth
herein. I, or persons under my supervision or direction, have also reviewed, in
unexecuted form, the Contract.

In the examination of various documents, instruments and records, including
without limitation any referred to in this opinion letter, and in connection
with the opinions herein expressed, I have assumed the competency of all
individual signatories, the genuineness of all signatures, submitted as
certified, photostatic or electronic copies, and the authenticity of the
originals of such latter documents.





Page 2
March 29, 2006



Based upon and subject to the foregoing, I am of the opinion that, as of the
date of this letter:

        (a)       Hartford Life is a Connecticut domiciled insurance company
                  duly organized, validly existing and in good standing under
                  the laws of Connecticut as a corporation formed for the
                  purposes of conducting the business of a life insurance
                  company. Hartford Life has the necessary corporate authority
                  to enter into the Contract and to perform its respective
                  obligations thereunder.

         (b)      Hartford Life has obtained licenses from the states of
                  Connecticut and Delaware, which authorize Hartford Life to
                  conduct life insurance business and to issue insurance
                  contracts (including the Contract) in those states. Hartford
                  Life has all necessary authority to execute and to issue such
                  Contracts under applicable Connecticut and Delaware insurance
                  laws and regulations and orders and interpretations of the
                  Connecticut Insurance Department and the Delaware Insurance
                  Department.

         (c)      The issuance of the Contract has been approved by all
                  necessary corporate action on the part of Hartford Life; and
                  the Contract constitutes the legal, valid and binding
                  obligation of Hartford Life, enforceable in accordance with
                  its terms, except to the extent enforceability thereof may be
                  limited by (i) bankruptcy, insolvency, fraudulent conveyances,
                  fraudulent transfers, reorganization, or moratorium or other
                  similar laws now or hereafter in effect relating to or
                  effecting the enforcement of creditors' rights or remedies
                  generally and (ii) general principles of equity (regardless of
                  whether such enforcement is considered in a proceeding in
                  equity or at law), including the discretion of the court
                  before which any proceeding may be brought, concepts of good
                  faith, reasonableness and fair dealing.


I consent to the filing of this opinion with the Commission as an exhibit to the
Current Report of Hartford Life on Form 8-K and to the use of my name under the
heading "Legal Matters" in the Prospectus and to the incorporation by reference
of this opinion and consent as exhibits to the Registration Statement filed in
accordance with Rule 462(b) under the Act. In giving the foregoing consents, I
do not thereby admit that I come within the category of persons, whose consent
is required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Commission thereunder.

Very truly yours,


/s/ John F. Kennedy


John F. Kennedy
Associate Counsel
Hartford Life Insurance Company

EX-8

                                                                       Exhibit 8




                    SIDLEY AUSTIN LLP    BEIJING     GENEVA        SAN FRANCISCO
[GRAPHIC OMITTED]   ONE SOUTH DEARBORN   BRUSSELS    HONG KONG     SHANGHAI
                    CHICAGO, IL  60603   CHICAGO     LONDON        SINGAPORE
                    (312) 853 7000       DALLAS      LOS ANGELES   TOKYO
                    (312) 853 7036 FAX   FRANKFURT   NEW YORK      WASHINGTON,DC


                                     FOUNDED 1866




March 29, 2005


Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut  06089

Re:  Hartford Life Global Funding Trust 2006-033 Secured Medium-Term Notes
     ---------------------------------------------------------------------

Ladies and Gentlemen:

This opinion letter is delivered to you in connection with the issuance by
Hartford Life Global Funding Trust 2006-033 (the "Trust") of $100,000,000
aggregate principal amount of the Trust's Floating Rate Secured Medium-Term
Notes due 2011 (the "Notes") related to funding agreement No. FA-406033 (the
"Funding Agreement") executed by Hartford Life Insurance Company, a Connecticut
life insurance company ("Hartford Life"). The Trust was formed on March 22, 2006
(the "Formation Date") and the Notes will be issued on March 29, 2006 (the
"Issuance Date").

We have acted as counsel to Bear, Stearns & Co. Inc. and each other agent under
the Hartford Life Global Funding Trusts Program (each, an "Agent") in connection
with the preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), by
Hartford Life, of a Registration Statement on Form S-3 (File No. 333-123441)
filed with the Commission on March 18, 2005, as amended by Amendment No. 1 filed
with the Commission on April 12, 2005 and Post-Effective Amendment No. 1 filed
with the Commission on December 13, 2005 (the "Registration Statement"),
including a prospectus (the "Prospectus") relating to secured notes to be issued
by newly formed statutory trusts formed under the laws of the State of Delaware
and a prospectus supplement relating to secured medium-term notes to be issued
by the trusts (the "Institutional Prospectus Supplement"). The Registration
Statement provides for: (i) the registration of up to $5,000,000,000, or the
equivalent amount in one or more foreign currencies, aggregate principal amount
of notes to be issued by the trusts and (ii) the registration of up to
$5,000,000,000, or the equivalent amount in one or more foreign currencies, of
Hartford Life's funding agreements to be sold to the trusts in connection with
the sale of notes.

In furnishing this opinion, we have reviewed: (i) the Registration Statement,
the Prospectus, the Institutional Prospectus Supplement and the pricing
supplement related to the Notes, dated as of the Formation Date, (ii) the trust
agreement, dated as of the Formation Date (the "Trust Agreement"), between
Wilmington Trust Company, as trustee, and AMACAR Pacific Corp., as trust
beneficial owner, which adopts and


 Sidley Austin LLP is a limited liability partnership practicing in affiliation
                     with other Sidley Austin partnerships




[GRAPHIC OMITTED]

Hartford Life Insurance Company
March 29, 2006
Page 2


incorporates the standard trust terms dated March 18, 2005, (iii) the indenture,
dated as of the Issuance Date (the "Indenture"), between JPMorgan Chase Bank,
N.A., as indenture trustee, and the Trust, which adopts and incorporates the
standard indenture terms dated March 18, 2005, (iv) the distribution agreement,
dated as of the Formation Date (the "Distribution Agreement"), between Hartford
Life, Bear, Stearns & Co. Inc., on behalf of itself and each of the other
Agents, and the Trust, which adopts and incorporates the standard distribution
agreement terms dated March 18, 2005, (v) the omnibus instrument, dated as of
the Formation Date, which includes the Trust Agreement, Indenture and
Distribution Agreement executed in connection with the creation of the Trust and
the issuance by the Trust of the Notes, (vi) the closing instrument, dated as of
the Issuance Date, related to the Trust, (vii) the Notes, (viii) the Funding
Agreement and (ix) such other records, documents, certificates or other
instruments as in our judgment were necessary or appropriate to enable us to
render the opinion expressed below. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of all natural persons and the conformity with the original
documents of any copies submitted to us for our examination. We have also
assumed that the transactions described in the Registration Statement are
performed in the manner described therein.

Based on the foregoing, and subject to the limitations, qualifications and
assumptions set forth herein, the discussion set forth in the Institutional
Prospectus Supplement under the heading "Material United States Federal Income
Tax Considerations," to the extent describing matters of United States federal
income tax law or legal conclusions with respect thereto, is our opinion.

In rendering the opinion set forth above, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
regulations promulgated thereunder by the United States Treasury Department (the
"Regulations"), pertinent judicial authorities, rulings and other administrative
interpretations of the Internal Revenue Service and such other authorities as we
have considered relevant. It should be noted that the Code, the Regulations and
such judicial authorities, rulings, and administrative interpretations and other
authorities are subject to change at any time and, in some circumstances, with
retroactive effect; and any such change could affect the opinion stated herein.

This opinion is rendered as of the date hereof based upon the facts and law in
existence on the date hereof. We assume no obligation to update or supplement
this letter to reflect any facts or circumstances which may hereafter come to
our attention with respect to the opinion and statements set forth above,
including any changes in applicable law which may hereafter occur.



SIDLEY AUSTIN LLP
   [GRAPHIC]
    SIDLEY

Hartford Life Insurance Company
March 29, 2006
Page 3


We hereby consent to the filing of this letter as an exhibit to the Current
Report on Form 8-K filed by Hartford Life in connection with the issuance and
sale of the Notes, incorporated by reference in the Registration Statement. In
giving such consent, we do not thereby concede that we are within the category
of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.

Very truly yours,

/s/ Sidley Austin LLP