STANDARD DISTRIBUTION AGREEMENT

                                                                     Exhibit 1.1

                      STANDARD DISTRIBUTION AGREEMENT TERMS


                                 WITH RESPECT TO


                          HARTFORD LIFE GLOBAL FUNDING


                   SECURED MEDIUM-TERM NOTES AND INCOMENOTESSM

                           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

<PAGE>


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
<PAGE>


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
<PAGE>


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
<PAGE>


      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
<PAGE>


      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
<PAGE>


      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
<PAGE>


            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
<PAGE>


      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
<PAGE>


      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
<PAGE>


      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
<PAGE>


      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
<PAGE>


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
<PAGE>


            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
      g