STANDARD DISTRIBUTION AGREEMENT TERMS

Exhibit 1.1

STANDARD DISTRIBUTION AGREEMENT TERMS

WITH RESPECT TO

HARTFORD LIFE GLOBAL FUNDING

SECURED MEDIUM-TERM NOTES AND INCOME NOTES(SM)

DATED AS OF MARCH 18, 2005

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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 this 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 this 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 this Distribution Agreement,

all references to any Agent shall be deemed to include the Purchasing Agent.

This 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 registration statement on

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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"). 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 final prospectus supplements 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 documents incorporated therein by reference pursuant to the 1934

Act, prior to any acceptance by the Trust of an offer for the purchase of Notes;

PROVIDED, FURTHER, that if the Company files a 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 any

acceptance by the Trust of an offer for the purchase of Notes which 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. For purposes of this Distribution Agreement, all references to the

Registration Statement, Prospectus 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 this 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 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 or

preliminary prospectus, as the case may be; and all references in this

Distribution Agreement to amendments or supplements to the Registration

Statement, Prospectus 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 or preliminary prospectus, as the case

may be.

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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 represent and warrant to

each Agent as of the date hereof, as of the date of each acceptance by the Trust

of an offer for the purchase of Notes, as of the date the Notes are delivered in

exchange for payment (the "SETTLEMENT DATE") and as of any time that the

Registration Statement or the Prospectus shall be amended or supplemented (other

than by an amendment or supplement providing solely for the determination of the

variable terms of the notes offered pursuant to the Registration Statement,

including the establishment of or a change in the interest rates, maturity or

price of notes offered pursuant to the Registration Statement or similar

changes) (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 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 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 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.

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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

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 this

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 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. This 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. Assuming that each party to this 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 this

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) and (B) 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 this 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

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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 this 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 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

Prospectus (including the issuance and sale of the Notes and the use of

proceeds therefrom as described in the 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

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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).

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 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 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 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 Prospectus (a

"COMPANY MATERIAL ADVERSE EFFECT").

1.3.2 REGISTRATION STATEMENT AND PROSPECTUS. The Company

meets the requirements for use of Form S-3 under the 1933 Act. The

Registration Statement, filed with the Commission pursuant to the 1933 Act,

as of its effective date, did 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, if any, filed pursuant to Rule 424 of the 1933 Act Regulations,

complied when so filed in all material respects with the 1933 Act and the

1933 Act Regulations.

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The Registration Statement and each Prospectus comply and, as amended or

supplemented, if applicable, will comply in all material respects with the

1933 Act and the 1933 Act Regulations. The Registration Statement and each

Prospectus do not and, as amended or supplemented, if applicable, 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 light of the

circumstances under which they were made, not misleading. The Trust and

Company make no representations or warranties as to (A) that part of the

Registration Statement which shall constitute the Statement of Eligibility

and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or

(B) any statements in or omissions from the Registration Statement or any

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 or 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 and the 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 THIS DISTRIBUTION AGREEMENT AND THE

FUNDING AGREEMENT. This 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 this Distribution Agreement

and the Funding Agreement, other than the Company, has duly authorized

executed and delivered such agreement, then this 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 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 provided for in SECTION 6 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

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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 and the 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

this 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 Prospectus,

the consummation of the transactions contemplated in the 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 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

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

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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 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 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 Prospectus

will not be, 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 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 Prospectus are independent public

accountants as required by the 1933 Act and the 1933 Act Regulations.

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1.3.14 CONFORMITY OF ISSUANCE DOCUMENTS. The statements

relating to the Issuance Documents contained in the 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.

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

Brown & Wood 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 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 date of the Trust's acceptance of the offer for the

purchase 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.

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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 at least the notes of 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.

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 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 which may adversely

affect the interests of the Agent(s) or any holder of any outstanding Notes

(as determined by the Agent(s) (or the bookrunning lead manager(s), in the

case of a syndicated issue)) without the consent of the affected party.

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 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 Statement or

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any amendment or supplement to the prospectus included in the Registration

Statement at the time it became effective or to the 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