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 DECEMBER 2, 2005

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

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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 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"). 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 documents incorporated therein

by reference pursuant to the 1934 Act, prior to the Time of Pricing (defined

below); 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

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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

Pricing 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. For purposes of the 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 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 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 the

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.

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 Pricing, (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:

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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.

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.

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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 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 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. 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 idemnification and contribution

provided for in Section 6 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

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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 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

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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).

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

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consummate the transactions to be performed by it as contemplated in

the Prospectus (a "COMPANY MATERIAL ADVERSE EFFECT").

1.3.2 REGISTRATION STATEMENT; 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 any time

other than during the Offering Period, at the time of the use of a

Permitted Free Writing Prospectus (as defined below), 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, 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. 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. As of the Time of Pricing

(defined below), the Prospectus as supplemented by any Permitted Free

Writing Prospectus (defined below), 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 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 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. "TIME OF PRICING" means 9:00 a.m. (New York time) on the date

of acceptance by the Company of an offer for the purchase of the Notes.

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

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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 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 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 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 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 Prospectus, the

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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 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.

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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.

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

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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

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 Time of Pricing 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

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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.

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 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.

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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 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 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 St