<PAGE>   1
                                                                    EXHIBIT 4.03




                             SUBORDINATED INDENTURE


                                     between


                               HARTFORD LIFE, INC.


                                       and


                            WILMINGTON TRUST COMPANY,
                                   as Trustee






                            Dated as of June 1, 1998
<PAGE>   2
                                TABLE OF CONTENTS

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                                                                              Page
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                                    ARTICLE I
            Definitions and Other Provisions of General Application

SECTION 1.01.  Definitions ..............................................      1
SECTION 1.02.  Compliance Certificate and Opinions ......................      8
SECTION 1.03.  Forms of Documents Delivered to Trustee ..................      9
SECTION 1.04.  Acts of Holders ..........................................      9
SECTION 1.05.  Notices, etc., to Trustee and Company ....................     11
SECTION 1.06.  Notice to Holders; Waiver ................................     11
SECTION 1.07.  Conflict with Trust Indenture Act ........................     11
SECTION 1.08.  Effect of Headings and Table of Contents .................     11
SECTION 1.09.  Successors and Assigns ...................................     12
SECTION 1.10.  Separability Clause ......................................     12
SECTION 1.11.  Benefits of Indenture ....................................     12
SECTION 1.12.  Governing Law ............................................     12
SECTION 1.13.  Nonbusiness Days .........................................     12

                                   ARTICLE II
                                 Security Forms

SECTION 2.01.  Forms Generally ..........................................     12
SECTION 2.02.  Form of Trustee's Certificate of Authentication ..........     13

                                   ARTICLE III
                                 The Securities

SECTION 3.01.  Amount Unlimited; Issuable in Series .....................     13
SECTION 3.02.  Denominations ............................................     15
SECTION 3.03.  Execution, Authentication, Delivery and Dating ...........     15
SECTION 3.04.  Temporary Securities .....................................     17
SECTION 3.05.  Registration, Transfer and Exchange ......................     18
SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen Securities .........     19
SECTION 3.07.  Payment of Interest; Interest Rights Preserved ...........     20
SECTION 3.08.  Persons Deemed Owners ....................................     21
SECTION 3.09.  Cancellation .............................................     21
SECTION 3.10.  Computation of Interest ..................................     22
SECTION 3.11.  CUSIP Numbers ............................................     22
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                                   ARTICLE IV
                           Satisfaction and Discharge

SECTION 4.01.  Satisfaction and Discharge of Indenture ..................     22
SECTION 4.02.  Application of Trust Money ...............................     23
SECTION 4.03.  Satisfaction, Discharge and Defeasance of Securities
                  of Any Series .........................................     23

                                    ARTICLE V
                                    Remedies

SECTION 5.01.  Events of Default ........................................     25
SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment .......     27
SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement
                  by Trustee ............................................     28
SECTION 5.04.  Trustee May File Proofs of Claim .........................     29
SECTION 5.05.  Trustee May Enforce Claim Without Possession of
                  Securities ............................................     30
SECTION 5.06.  Application of Money Collected ...........................     30
SECTION 5.07.  Limitation on Suits ......................................     31
SECTION 5.08.  Unconditional Right of Holders To Receive Principal,
                  Premium and Interest ..................................     31
SECTION 5.09.  Restoration of Rights and Remedies .......................     32
SECTION 5.10.  Rights and Remedies Cumulative ...........................     32
SECTION 5.11.  Delay or Omission Not Waiver .............................     32
SECTION 5.12.  Control by Holders .......................................     32
SECTION 5.13.  Waiver of Past Defaults ..................................     33
SECTION 5.14.  Undertaking for Costs ....................................     34
SECTION 5.15.  Waiver of Stay or Extension Laws .........................     34

                                   ARTICLE VI
                                   The Trustee

SECTION 6.01.  Certain Duties and Responsibilities ......................     34
SECTION 6.02.  Notice of Defaults .......................................     35
SECTION 6.03.  Certain Rights of Trustee ................................     36
SECTION 6.04.  Not Responsible for Recitals or Issuance of Securities ...     37
SECTION 6.05.  May Hold Securities ......................................     37
SECTION 6.06.  Money Held In Trust ......................................     37
SECTION 6.07.  Compensation and Reimbursement ...........................     38
SECTION 6.08.  Disqualification; Conflicting Interest ...................     38
SECTION 6.09.  Corporate Trustee Required; Eligibility ..................     38
SECTION 6.10.  Resignation and Removal; Appointment of Successor ........     39
SECTION 6.11.  Acceptance of Appointment by Successor ...................     41
SECTION 6.12.  Merger, Conversion, Consolidation or Succession to
                  Business ..............................................     42
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SECTION 6.13.  Preferential Collection of Claims Against Company ........     42
SECTION 6.14.  Appointment of Authenticating Agent ......................     42
SECTION 6.15.  Trustee's Application for Instructions from the
                  Company ...............................................     44

                                   ARTICLE VII
                Holders' Lists and Reports by Trustee and Company

SECTION 7.01.  Company To Furnish Trustee Names and Addresses of
                  Holders ...............................................     44
SECTION 7.02.  Preservation of Information, Communications to Holders ...     45
SECTION 7.03.  Reports by Trustee .......................................     46
SECTION 7.04.  Reports by Company .......................................     46

                                  ARTICLE VIII
              Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 8.01.  Company May Consolidate, etc., Only on Certain Terms .....     47
SECTION 8.02.  Successor Corporation Substituted ........................     47

                                   ARTICLE IX
                             Supplemental Indentures

SECTION 9.01.  Supplemental Indentures Without Consent of Holders .......     48
SECTION 9.02.  Supplemental Indentures with Consent of Holders ..........     49
SECTION 9.03.  Execution of Supplemental Indentures .....................     50
SECTION 9.04.  Effect of Supplemental Indentures ........................     51
SECTION 9.05.  Conformity with Trust Indenture Act ......................     51
SECTION 9.06.  Reference in Securities to Supplemental Indentures .......     51

                                    ARTICLE X
                                    Covenants

SECTION 10.01.  Payment of Principal, Premium and Interest ..............     51
SECTION 10.02.  Maintenance of Office or Agency .........................     51
SECTION 10.03.  Money for Security Payments To Be Held in Trust .........     52
SECTION 10.04.  Payment of Taxes and Other Claims .......................     53
SECTION 10.05.  Statement as to Compliance ..............................     53
SECTION 10.06.  Waiver of Certain Covenants .............................     54
SECTION 10.07.  Calculation of Original Issue Discount ..................     54

                                   ARTICLE XI
                            Redemption of Securities

SECTION 11.01.  Applicability of This Article ...........................     54
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SECTION 11.02.  Election To Redeem; Notice to Trustee ...................     54
SECTION 11.03.  Selection of Securities To Be Redeemed ..................     55
SECTION 11.04.  Notice of Redemption ....................................     55
SECTION 11.05.  Deposit of Redemption Price .............................     56
SECTION 11.06.  Payment of Securities Called for Redemption .............     56

                                   ARTICLE XII
                                  Sinking Funds

SECTION 12.01.  Applicability of Article ................................     56
SECTION 12.02.  Satisfaction of Sinking Fund Payments with Securities ...     57
SECTION 12.03.  Redemption of Securities for Sinking Fund ...............     57

                                  ARTICLE XIII
                                  Subordination

SECTION 13.01.  Agreement of Securityholders that Securities
                  Subordinated to Extent Provided .......................     59
SECTION 13.02.  Company not to Make Payments with Respect to
                  Securities in Certain Circumstances ...................     59
SECTION 13.03.  Securities Subordinated to Prior Payment of all
                  Senior Indebtedness on Dissolution, Liquidation or
                  Reorganization of Company .............................     60
SECTION 13.04.  Securityholders to be Subrogated to Right of Holders
                  of Senior Indebtedness ................................     61
SECTION 13.05.  Obligation of the Company Unconditional .................     61
SECTION 13.06.  Trustee Entitled to Assume Payments Not Prohibited
                  in Absence of Notice ..................................     62
SECTION 13.07.  Application by Trustee of Monies Deposited With It ......     62
SECTION 13.08.  Subordination Rights not Impaired by Acts or
                  Omissions of Company or Holders of Senior
                  Indebtedness ..........................................     62
SECTION 13.09.  Securityholders Authorize Trustee to Effectuate
                  Subordination of Securities ...........................     62
SECTION 13.10.  Right of Trustee to Hold Senior Indebtedness ............     63
SECTION 13.11.  Article XIII Not to Prevent Events of Default ...........     63

                                   ARTICLE XIV
                                  Miscellaneous

SECTION 14.01.  Miscellaneous ...........................................     63
</TABLE>


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                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Section of Trust Indenture Act of 1939, as amended               Section of Indenture
<S>                                                              <C>
Section 310 (a)(1)...........................................           6.09
            (a)(2)...........................................           6.09
            (a)(3)...........................................           Not Applicable
            (a)(4)...........................................           Not Applicable
            (a)(5)...........................................           6.09
            (b)..............................................           6.08, 6.10
Section 311 (a)..............................................           6.13
            (b)..............................................           6.13
Section 312 (a)..............................................           7.01, 7.02(a)
            (b)..............................................           7.02(b)
            (c)..............................................           7.02(c)
Section 313 (a)..............................................           7.03(a)
            (b)..............................................           Not Applicable
            (c)..............................................           7.03(a)
            (d)..............................................           7.03(b)
Section 314 (a)..............................................           7.04
            (b)..............................................           Not Applicable
            (c)(1)...........................................           1.02
            (c)(2)...........................................           1.02
            (c)(3)...........................................           Not Applicable
            (d)..............................................           Not Applicable
            (e)..............................................           1.02
Section 315 (a)..............................................           6.01(a)
            (b)..............................................           6.02
            (c)..............................................           6.01(b)
            (d)..............................................           6.01(c)
            (d)(1)...........................................           6.01(a), 6.01(c)
            (d)(2)...........................................           6.01(c)
            (d)(3)...........................................           6.01(c)
            (e)..............................................           5.14
Section 316 (a)(last sentence)...............................           1.01
            (a)(1)(A)........................................           5.12
            (a)(1)(B)........................................           5.02, 5.13
            (a)(2)...........................................           Not Applicable
            (b)..............................................           5.08
Section 317 (a)(1)...........................................           5.03
            (a)(2)...........................................           5.04
            (b)..............................................           10.03
Section 318 (a)..............................................           1.07
</TABLE>


--------

*  This cross-reference table does not constitute part of the Indenture and
   shall not affect the interpretation of any of its terms or provisions.
<PAGE>   7
            SUBORDINATED INDENTURE (this "Indenture"), dated as of June 1, 1998,
between HARTFORD LIFE, INC., a Delaware corporation (hereinafter called the
"Company"), having its principal office at 200 Hopmeadow Street, Simsbury,
Connecticut 06115, and WILMINGTON TRUST COMPANY, a banking corporation duly
incorporated and existing under the laws of the State of Delaware, as Trustee
(hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

            WHEREAS the Company has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures, notes or other evidences of indebtedness (hereinafter
called the "Securities") to be issued in one or more series, authenticated and
delivered as in this Indenture provided.

            WHEREAS all things necessary to make the Securities, when executed
by the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

            For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows:


                                    ARTICLE I
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

            SECTION 1.01.  Definitions.  For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

            (a) the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;

            (b) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

            (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles, and the term "generally accepted accounting principles" with respect
to any computation required or
<PAGE>   8
permitted hereunder shall mean such accounting principles which are generally
accepted at the date or time of such computation; provided that when two or more
principles are so generally accepted, it shall mean that set of principles
consistent with those in use by the Company; and

            (d) the words "therein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

            Certain terms, used principally in Article VI, are defined in that
Article.

            "Act" when used with respect to any Holder has the meaning specified
in Section 1.04.

            "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

            "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

            "Board of Directors" means either the board of directors of the
Company or any committee of that board duly authorized to act hereunder.

            "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors, or such committee of the Board of Directors or officers
of the Company to which authority to act on behalf of the Board of Directors has
been delegated, and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

            "Business Day" means every day except a Saturday, Sunday or a day on
which banking institutions in the City of New York, New York or the City of
Wilmington, Delaware, are permitted or required by any applicable law or
executive order to close.

            "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties on such date.


                                      -2-
<PAGE>   9
            "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

            "Company Request" and "Company Order" mean, respectively, the
written request or order signed in the name of the Company by the President or a
Vice President, and by the Treasurer, an Associate Treasurer, an Assistant
Treasurer, the Controller, the Secretary or an Assistant Secretary of the
Company, and delivered to the Trustee.

            "Corporate Trust Office" means the principal office of the Trustee
in the City of Wilmington, Delaware, at which at any particular time its
corporate trust business shall be administered, which office at the date of
initial execution of this Indenture is Rodney Square North, 1100 North Market
Street, Wilmington, Delaware, 19890, Attention: Corporate Trust Administration.

            "Corporation" includes corporations, associations, companies and
business trusts.

            "Defaulted Interest" has the meaning specified in Section 3.07.

            "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.01 with respect to such series (or any successor thereto).

            "Dollar" means the currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.

            "Event of Default" unless otherwise specified in the supplemental
indenture creating a series of Securities, has the meaning specified in Article
V.

            "Foreign Currency" means any currency issued by the government of
one or more countries other than the United States of America or by any
recognized confederation or association of such governments.

            "Global Security" means a Security in the form prescribed herein
evidencing all or part of a series of Securities, issued to the Depositary or
its nominee for such series, and registered in the name of such Depositary or
its nominee.

            "Government Obligations" means, with respect to the Securities of
any series, securities which are (i) direct obligations of the United States of
America or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United


                                      -3-
<PAGE>   10
States of America the payment of which is unconditionally guaranteed by the
United States of America and which, in either case, are full faith and credit
obligations of the United States of America and are not callable or redeemable
at the option of the issuer thereof and shall also include a depository receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933)
as custodian with respect to any such Government Obligation or a specific
payment of interest on or principal of any such Government Obligation held by
such custodian for the account of the holder of such depository receipt;
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the Government
Obligation evidenced by such depository receipt.

            "Hartford Life Trust" means a Delaware statutory business trust
created by the Company for the purpose of issuing trust securities and to use
the proceeds of the sale thereof to purchase one or more series of securities.

            "Holder" means a Person in whose name a security is registered in
the Securities Register.

            "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of each particular series of Securities established
as contemplated by Section 3.01.

            "Interest Payment Date" means as to each series of Securities the
Stated Maturity of an installment of interest on such Securities.

            "Interest Rate" means the rate of interest specified or determined
as specified in each Security as being the rate of interest payable on such
Security.

            "Maturity" when used with respect to any Security means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

            "Notice of Default" has the meaning specified in Section 5.01(c).

            "Officers' Certificate" means a certificate signed by the President
or a Vice President, and by the Treasurer, an Associate Treasurer, an Assistant
Treasurer, the Controller, the Secretary or an Assistant Secretary of the
Company, and delivered to the Trustee.


                                      -4-
<PAGE>   11
            "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company.

            "Original Issue Date" means the date of issuance specified as such
in each Security.

            "Original Issue Discount Security" means any security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

            "Outstanding" means, as of the date of determination, all Securities
theretofore authenticated and delivered under this Indenture, except:

              (i)  securities theretofore canceled by the Trustee or delivered
to the Trustee for cancellation;

             (ii) securities for whose payment money in the necessary amount has
been theretofore deposited with the Trustee or any Paying Agent in trust for the
Holders of such Securities; and

            (iii) securities in substitution for or in lieu of which other
Securities have been authenticated and delivered or which have been paid
pursuant to Section 3.06, unless proof satisfactory to the Trustee is presented
that any such Securities are held by Holders in whose hands such Securities are
valid, binding and legal obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor. Upon request of the Trustee, the Company shall furnish to the Trustee
promptly an Officers' Certificate listing and identifying all Securities, if
any, known by the Company to be owned or held by or for the account of the
Company, or any other obligor on the Securities or any Affiliate of the Company
or such obligor, and, subject to the provisions of Section 6.01, the Trustee
shall be entitled to accept such Officers' Certificate as conclusive evidence of
the


                                      -5-
<PAGE>   12
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purpose of any such determination.

            "Paying Agent" means the Trustee or any Person authorized by the
Company to pay the principal of or interest on any Securities on behalf of the
Company.

            "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

            "Place of Payment" means, with respect to the Securities of any
series, the place or places where the principal of (and premium, if any) and
interest on the Securities of such series are payable pursuant to Section 3.01
or 3.11.

            "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
security authenticated and delivered under Section 3.06 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

            "Preferred Securities" means undivided Preferred beneficial
interests in the assets of a Hartford Life Trust.

            "Regular Record Date" for the interest payable on any Interest
Payment Date with respect to the Securities of a series means, unless otherwise
provided pursuant to Section 3.01 with respect to Securities of a series, the
date which is 15 days next preceding such Interest Payment Date (whether or not
a Business Day).

            "Responsible Officer", when used with respect to the Trustee, means
any officer within the Corporate Trust Office of the Trustee, including any
vice-president, any assistant vice-president, any assistant secretary, the
treasurer, any assistant treasurer or other officer of the Corporate Trust
Office of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

            "Restricted Subsidiary" means a Subsidiary which is incorporated in
any state of the United States or in the District of Columbia and which is a
regulated insurance company principally engaged in one or more of the property,
casualty and life insurance businesses; provided that no such Subsidiary shall
be a Restricted Subsidiary if (i) the total assets of such Subsidiary are less
than 10% of the total assets of the Company and its consolidated Subsidiaries
(including such Subsidiary), in each case as set forth on the most recent fiscal


                                      -6-
<PAGE>   13
year-end balance sheets of such Subsidiary and the Company and its consolidated
Subsidiaries, respectively, and computed in accordance with generally accepted
accounting principles, or (ii) in the judgment of the Board of Directors, as
evidenced by a Board Resolution, such Subsidiary is not material to the
financial condition of the Company and its consolidated Subsidiaries taken as a
whole.

            "Securities" or "Security" means any debt securities or debt
security, as the case may be, authenticated and delivered under this Indenture.

            "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.05.

            "Senior Indebtedness" means, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of such
obligor for money borrowed and (B) indebtedness evidenced by securities, notes,
debentures, bonds or other similar instruments issued by such obligor; (ii) all
capital lease obligations of such obligor; (iii) all obligations of such obligor
issued or assumed as the deferred purchase price of property, all conditional
sale obligations of such obligor and all obligations of such obligor under any
conditional sale or title retention agreement (but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of business); (iv)
all obligations, contingent or otherwise, of such obligor in respect of any
letters of credit, banker's acceptance, security purchase facilities or similar
credit transactions; (v) all obligations in respect of interest rate swap, cap,
floor, collar or other agreements, interest rate future or option contracts,
currency swap agreements, currency future or option contracts and other similar
agreements; (vi) all obligations of the type referred to in clauses (i) through
(v) of other Persons for the payment of which such obligor is responsible or
liable as obligor, guarantor or otherwise; and (vii) all obligations of the type
referred to in clauses (i) through (vi) of other Persons secured by any lien on
any property or asset of such obligor (whether or not such obligation is assumed
by such obligor), except for (1) any such indebtedness that is by its terms
subordinated to or pari passu with the Securities, and (2) any indebtedness
between or among such obligor and its Affiliates, including all other debt
securities and guarantees in respect of those debt securities, issued to (x) any
Hartford Life Trust or (y) any other trust, or a trustee of such trust,
partnership or other entity affiliated with the Company which is a financing
vehicle of the Company (a "Financing Entity") in connection with the issuance by
such Financing Entity of preferred securities or other securities which rank
pari passu with, or junior to, the Preferred Securities.

            "Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 3.07.


                                      -7-
<PAGE>   14
            "Stated Maturity" when used with respect to any Security or any
installment of principal thereof or interest thereon means the date specified in
such Security as the fixed date on which the principal of such Security or such
installment of interest is due and payable.

            "Subsidiary" means any corporation of which at the time of
determination the Company and/or one or more Subsidiaries owns or controls
directly or indirectly more than 50% of the outstanding shares of voting stock.

            "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder and,
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

            "Trust Indenture Act" means the Trust Indenture Act of 1939 (15
U.S.C. Sections 77aaa-77bbb), as amended and as in effect on the date as of this
Indenture, except as provided in Section 9.05.

            "Vice President" when used with respect to the Company, means any
vice president, whether or not designated by a number or a word or words added
before or after the title "vice president".

            SECTION 1.02. Compliance Certificate and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent (including
covenants, compliance with which constitutes a condition precedent), if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent (including covenants compliance with which
constitute a condition precedent), if any, have been complied with, except that
in the case of any such application or request as to which the furnishing of
such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 10.05) shall include:

            (a) a statement that each individual signing such certificate or
      opinion has read such covenant or condition and the definitions herein
      relating thereto;


                                      -8-
<PAGE>   15
            (b) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (c) a statement that, in the opinion of each such individual, he or
      she has made such examination or investigation as is necessary to enable
      him or her to express an informed opinion as to whether or not such
      covenant or condition has been complied with; and

            (d) a statement as to whether, in the opinion of each such
      individual, such condition or covenant has been complied with.

            SECTION 1.03. Forms of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

            Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to matters upon which his or her certificate or opinion is based
are erroneous. Any such certificate or Opinion of Counsel may be based, insofar
as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

            Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

            SECTION 1.04. Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given to or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments is or are delivered to the Trustee, and, where it
is hereby expressly required, to the Company. Such instrument or instruments
(and the action embodied


                                      -9-
<PAGE>   16
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.01) conclusive in
favor of the Trustee and the Company and any agent of the Trustee or the
Company, if made in the manner provided in this Section.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or her the execution thereof.
Where such execution is by a Person acting in other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority.

            (c) The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

            (d) The ownership of Securities shall be proved by the Securities
Register.

            (e) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.

            (f) The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to take any action
under this Indenture by vote or consent. Except as otherwise provided herein,
such record date shall be the later of 30 days prior to the first solicitation
of such consent or vote or the date of the most recent list of Security holders
furnished to the Trustee pursuant to Section 7.01 prior to such solicitation. If
a record date is fixed, those persons who were Security holders at such record
date (or their duly designated proxies), and only those persons, shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such persons continue to be Holders after such
record date; provided, however, that unless such vote or consent is obtained
from the Holders (or their duly designated proxies) of the requisite principal
amount of Outstanding Securities prior to the date which is the 120th day after
such record date, any such vote or consent previously given shall automatically
and without further action by any Holder be canceled and of no further effect.

                                      -10-
<PAGE>   17
            SECTION 1.05. Notices, etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

            (a) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust office; or

            (b) the Company by the Trustee or by any Holder shall be sufficient
for every purpose (except as otherwise provided in Section 5.01 hereof)
hereunder if in writing and mailed, first class, postage prepaid, to the Company
addressed to it at the address of its principal office specified in the first
paragraph of this instrument or at any other address previously furnished in
writing to the Trustee by the Company.

            SECTION 1.06. Notice to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first class postage prepaid, to each Holder affected by such event, at the
address of such Holder as it appears in the Securities Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee upon its receipt thereof, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

      In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

            SECTION 1.07 Conflict with Trust Indenture Act. If any provision of
this Indenture limits, qualifies or conflicts with the duties imposed by any of
Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of
Section 318(c) thereof, such imposed duties shall control.

            SECTION 1.08 Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.


                                      -11-
<PAGE>   18
            SECTION 1.09 Successors and Assigns. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

            SECTION 1.10 Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

            SECTION 1.11 Benefits of Indenture. Nothing in this Indenture or in
the Securities, express or implied, shall give to any Person, other than the
parties hereto, any Paying Agent and their successors and assigns and the
Holders of the Securities, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

            SECTION 1.12 Governing Law. This Indenture and the Securities shall
be governed by and construed in accordance with the laws of the State of New
York (without regard to its principles of conflicts of laws).

            SECTION 1.13 Nonbusiness Days. In any case where any Interest
Payment Date or Stated Maturity of any Security shall not be a Business Day,
then (notwithstanding any other provision of this Indenture or the Securities)
payment of interest or principal need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
the Interest Payment Date or at the Stated Maturity, except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date, and no interest shall accrue for the period from
and after such Interest Payment Date or Stated Maturity, as the case may be,
until the next succeeding Business Day.


                                   ARTICLE II
                                 SECURITY FORMS

            SECTION 2.01. Forms Generally. The definitive Securities of each
series shall be in substantially such form or forms established as shall be
established pursuant to Section 3.01, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as the Company
may deem appropriate and as are not contrary to the provisions of this
Indenture, or as may be required to comply with the rules of any securities
exchange or of any automated quotation or book-entry system, or to conform to
usage, all as may be determined by the officers executing such Securities, as
evidenced by their execution of the Securities.


                                      -12-
<PAGE>   19
            The Securities of each series shall be issuable in registered form
without coupons. The definitive Securities shall be produced in such manner as
shall be determined by the officers executing such Securities, as evidenced by
their execution thereof.

            SECTION 2.02.  Form of Trustee's Certificate of Authentication.  The
Trustee's certificate of authentication shall be in substantially the form set
forth below:

            This is one of the Securities referred to in the within-mentioned
Indenture.

Dated:_____________________         Wilmington Trust Company, as Trustee,



                                    By:_______________________________________
                                             Authorized Signatory


                                   ARTICLE III
                                 THE SECURITIES

            SECTION 3.01 Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

            The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of a series:

            (a) the title of the securities of such series, which shall
distinguish the Securities of the series from all other Securities;

            (b) the limit, if any, upon the aggregate principal amount of the
securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.06); provided, however,
that the authorized aggregate principal amount of such series may be increased
above such amount by a Board Resolution to such effect;

            (c) the Stated Maturity or Maturities on which the principal of the
Securities of such series is payable or the method of determination thereof;


                                      -13-
<PAGE>   20
            (d) the rate or rates, if any, at which the Securities of such
series shall bear interest, the Interest Payment Dates on which such interest
shall be payable, the right, if any, of the Company to defer or extend an
Interest Payment Date and the minimum length of any such deferral period, and
the Regular Record Date for the interest payable on any Interest Payment Date or
the method by which any of the foregoing shall be determined;

            (e) the place or places where the principal of (and premium, if any)
and interest on the Securities of such series shall be payable, the place or
places where the Securities of such series may be presented for registration of
transfer or exchange, and the place or places where notices and demands to or
upon the Company in respect of the Securities of such series may be made;

            (f) the period or periods within or the date or dates on which, if
any, the price or prices at which and the terms and conditions upon which the
Securities of such series may be redeemed, in whole or in part, at the option of
the Company, pursuant to any sinking fund or otherwise;

            (g) the obligation or the right, if any, of the Company to redeem,
repay or purchase the Securities of such series pursuant to any sinking fund,
amortization or analogous provisions or at the option of a Holder thereof and
the period or periods within which, the price or prices at which, the currency
or currencies (including currency unit or units) in which and the other terms
and conditions upon which Securities of the series shall be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligation;

            (h) the denominations in which any Securities of such series shall
be issuable, if other than denominations of $1,000 and any integral multiple
thereof;

            (i) if other than Dollars, the currency or currencies (including
currency unit or units) in which the principal of (and premium, if any) and
interest, if any, on the Securities of the series shall be payable, or in which
the Securities of the series shall be denominated;

            (j) the additions, modifications or deletions, if any, in the Events
of Default or covenants of the Company set forth herein with respect to the
Securities of such series;

            (k) if other than the principal amount thereof, the portion of the
principal amount of Securities of such series that shall be payable upon
declaration of acceleration of the Maturity thereof;

            (l) the additions or changes, if any, to this Indenture with respect
to the Securities of such series as shall be necessary to permit or facilitate
the issuance of the Securities of such series in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;


                                      -14-
<PAGE>   21
            (m) any index or indices used to determine the amount of payments of
principal of and premium, if any, on the Securities of such series or the manner
in which such amounts will be determined;

            (n) the issuance of a temporary Global Security representing all of
the Securities of such series and exchange of such temporary Global Security for
definitive Securities of such series;

            (o) whether the Securities of the series shall be issued in whole or
in part in the form of one or more Global Securities and, in such case, the
Depositary for such Global Securities, which Depositary shall be a clearing
agency registered under the Securities Exchange Act of 1934;

            (p) the appointment of any Paying Agent or Agents for the Securities
of such series; and

            (q) any other terms of the Securities of such series (which terms
shall not be inconsistent with the provisions of this Indenture).

            All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided herein or in
or pursuant to such Board Resolution and set forth in such Officers' Certificate
or in any such indenture supplemental hereto.

            If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

            SECTION 3.02. Denominations. The Securities of each series shall be
in registered form without coupons and shall be issuable in denominations of
$1,000 and any integral multiple thereof, unless otherwise specified as
contemplated by Section 3.01.

            SECTION 3.03. Execution, Authentication, Delivery and Dating. The
Securities shall be executed on behalf of the Company by its President or one of
its Vice Presidents under its corporate seal reproduced or impressed thereon and
attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities may be manual or facsimile.

            Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and


                                      -15-
<PAGE>   22
delivery of such Securities or did not hold such offices at the date of such
Securities. At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication. Securities may be authenticated on original
issuance from time to time and delivered pursuant to such procedures acceptable
to the Trustee ("Procedures") as may be specified from time to time by Company
Order. Procedures may authorize authentication and delivery pursuant to written
or electronic instructions of the Company or a duly authorized agent.

            Prior to the delivery of a Security in any such form to the Trustee
for authentication, the Company shall deliver to the Trustee the following:

            (a) a Company Order requesting the Trustee's authentication and
delivery of all or a portion of the Securities of such series, and, if less than
all, setting forth procedures for such authentication;

            (b) the Board Resolution by or pursuant to which such form of
Security has been approved, and the Board Resolution, if any, by or pursuant to
which the terms of the Securities of such series have been approved, and, if
pursuant to a Board Resolution, an Officers' Certificate describing the action
taken;

            (c) an Officers' Certificate dated the date such certificate is
delivered to the Trustee, stating that all conditions precedent provided for in
this Indenture relating to the authentication and delivery of Securities in such
form and with such terms have been complied with; and

            (d) an Opinion of Counsel stating that (i) the form of such
Securities has been duly authorized and approved in conformity with the
provisions of this Indenture; (ii) the terms of such Securities have been duly
authorized and determined in conformity with the provisions of this Indenture,
or, if such terms are to be determined pursuant to Procedures, when so
determined such terms shall have been duly authorized and determined in
conformity with the provisions of this Indenture; and (iii) Securities in such
form when completed by appropriate insertions and executed and delivered by the
Company to the Trustee for authentication in accordance with this Indenture,
authenticated and delivered by the Trustee in accordance with this Indenture
within the authorization as to aggregate principal amount established from time
to time by the Board of Directors and sold in the manner specified in such
Opinion of Counsel, will be the legal, valid and binding obligations of the
Company entitled to the benefits of this Indenture, subject to applicable
bankruptcy, reorganization, insolvency and similar laws generally affecting
creditors' rights, to general equitable principles except as enforcement thereof
may be limited by (A) requirements that a claim with respect to any Securities
denominated other than in Dollars (or a Foreign Currency or currency unit
judgment in respect of such claim) be converted into Dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law or (B)
governmental authority to limit, delay


                                      -16-
<PAGE>   23
or prohibit the making of payments in Foreign Currencies or currency units or
payments outside the United States and subject to such other qualifications as
such counsel shall conclude do not materially affect the rights of Holders of
such Securities;

provided, however, that the Trustee shall be entitled to receive the documents
referred to in clauses (b), (c) and (d) above only at or prior to the first
request of the Company to the Trustee to authenticate Securities of such series.
The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised in writing by
counsel, determines within a reasonable amount of time that such action may not
lawfully be taken or if the Trustee in good faith determines within a reasonable
amount of time that such action would expose the Trustee to personal liability
to existing Holders.

            Each Security shall be dated the date of its authentication.

            No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
signatories, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.

            SECTION 3.04. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the definitive Securities of such
series in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.

            If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for that purpose
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations having the
same Original Issue Date and Stated Maturity and having the same terms as such
temporary Securities. Until so exchanged, the temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities.


                                      -17-
<PAGE>   24
            SECTION 3.05. Registration, Transfer and Exchange. The Company shall
cause to be kept at the Corporate Trust Office of the Trustee a register in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of Securities.
Such register is herein sometimes referred to as the "Securities Register". The
Trustee is hereby appointed "Securities Registrar" for the purpose of
registering Securities and transfers of Securities as herein provided.

            Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated for that purpose the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of the same
series of any authorized denominations, of a like aggregate principal amount, of
the same original Issue Date and Stated Maturity and having the same terms.

            At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

            All Securities issued upon any transfer or exchange of Securities
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such transfer or exchange.

            Every Security presented or surrendered for transfer or exchange
shall (if so required by the Company or the Securities Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar, duly executed by the
Holder thereof or his or her attorney duly authorized in writing.

            No service charge shall be made to a Holder for any transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Securities.

            Notwithstanding any of the foregoing, any Global Security of a
series shall be exchangeable pursuant to this Section 3.05. for Securities
registered in the names of Persons other than the Depositary for such Security
or its nominee only if (i) such Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security or if at
any time such Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company executes and
delivers to the Trustee a


                                      -18-
<PAGE>   25
Company Order that such Global Security shall be so exchangeable or (iii) there
shall have occurred and be continuing an Event of Default with respect to the
Securities of such series. Any Global Security that is exchangeable pursuant to
the preceding sentence shall be exchangeable for Securities registered in such
names as such Depositary shall direct.

            Notwithstanding any other provision in this Indenture, a Global
Security may not be transferred except as a whole by the Depositary with respect
to such Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary.

            Neither the Company nor the Trustee shall be required, pursuant to
the provisions of this Section, (a) to issue, transfer or exchange any Security
of any series during a period beginning at the opening of 15 business days
before the day of selection for redemption of Securities pursuant to Article XI
and ending at the close of business on the day of mailing of notice of
redemption or (b) to transfer or exchange any Security so selected for
redemption in whole or in part, except, in the case of any Security to be
redeemed in part, any portion thereof not to be redeemed.

            SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If
any mutilated Security is surrendered to the Trustee together with such security
or indemnity as may be required by the Company or the Trustee to save each of
them harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same issue and series of like
tenor and principal amount, having the same Original Issue Date and Stated
Maturity and bearing the same Interest Rate as such mutilated Security, and
bearing a number not contemporaneously outstanding.

            If there be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Company or the Trustee that such
Security has been acquired by a Protected Purchaser, as such terms is used in
Section 8-405(a)(1) of the UCC as in effect in the State of Delaware (1994 Rev),
the issuing Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same issue and series of like tenor and
principal amount, having the same Original Issue Date and Stated Maturity and
bearing the same Interest Rate as such destroyed, lost or stolen Security, and
bearing a number not contemporaneously outstanding.

            In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.


                                      -19-
<PAGE>   26
            Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

            Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

            The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

            SECTION 3.07 Payment of Interest; Interest Rights Preserved.
Interest on any Security of any series which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date, shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
in respect of Securities of such series, except that, unless otherwise provided
in the Securities of such series, interest payable on the Stated Maturity of a
Security shall be paid to the Person to whom principal is paid. The initial
payment of interest on any Security of any series which is issued between a
Regular Record Date and the related Interest Payment Date shall be payable as
provided in such Security or in the Board Resolution pursuant to Section 3.01
with respect to the related series of Securities.

            Any interest on any Security which is payable, but is not timely
paid or duly provided for, on any Interest Payment Date for Securities of such
series (herein called "Defaulted Interest"), shall forthwith cease to be payable
to the registered Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (a) or (b) below.

            (a) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities of such series in respect of which
interest is in default (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner: The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed


                                      -20-
<PAGE>   27
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class, postage prepaid, to each Holder of a Security of such series at the
address of such Holder as it appears in the Securities Register not less than 10
days prior to such Special Record Date. The Trustee may, in its discretion, in
the name and at the expense of the Company, cause a similar notice to be
published at least once in a newspaper, customarily published in the English
language on each Business Day and of general circulation in the city of
Wilmington, Delaware, but such publication shall not be a condition precedent to
the establishment of such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names the Securities of such series (or their respective Predecessor Securities)
are registered on such Special Record Date and shall no longer be payable
pursuant to the following clause (b).

            (b) The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of the series in respect of which interest is
in default may be listed and, upon such notice as may be required by such
exchange (or by the Trustee if the Securities are not listed), if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this
clause, such payment shall be deemed practicable by the Trustee.

            Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

            SECTION 3.08 Persons Deemed Owners. The Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name any
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and (subject to Section 3.07) interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

            SECTION 3.09 Cancellation. All Securities surrendered for payment,
redemption, transfer or exchange shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee, and any such Securities and Securities
surrendered directly to the Trustee for any such purpose shall be promptly
canceled by it. The Company may at any time


                                      -21-
<PAGE>   28
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly canceled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. All canceled Securities shall be destroyed or otherwise
disposed of by the Trustee in accordance with its usual practices and the
Trustee shall, upon request, deliver to the Company a certificate of such
destruction.

            SECTION 3.10 Computation of Interest. Except as otherwise specified
as contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a year of twelve
30-day months and, with respect to any period less than a full calendar month,
on the basis of the actual number of days elapsed during such period in relation
to the deemed 30 days of such month.

            SECTION 3.11 CUSIP Numbers. The Company in issuing the Securities
may use "CUSIP" numbers (if then generally in use) and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP numbers.


                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

            SECTION 4.01 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect (except as to (i) any surviving rights of
transfer, substitution and exchange of Securities, (ii) rights hereunder of
Holders to receive payments of principal of (and premium, if any) and interest
on the Securities and other rights, duties and obligations of the Holders as
beneficiaries hereof with respect to the amounts, if any, so deposited with the
Trustee and (iii) the rights and obligations of the Trustee hereunder), and the
Trustee, upon a Company Request specifying such action to be taken and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when (1) either (a) all Securities
theretofore authenticated and delivered (other than (i) Securities which have
been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 3.06 and (ii) Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section
10.03) have been delivered to the Trustee for cancellation; or (b) all such
Securities not theretofore delivered to the Trustee for cancellation (i) have
become due and payable, or (ii) will become due and payable at their


                                      -22-
<PAGE>   29
Stated Maturity within one year of the date of deposit, and the Company, in the
case of (i) or (ii) above, has deposited or caused to be deposited with the
Trustee as trust funds in trust for such purpose an amount in the currency or
currencies in which the Securities of such series are payable sufficient to pay
and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any)
and interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity; (2) the Company has paid or
caused to be paid all other sums payable hereunder by the Company (including any
amounts due to the Trustee in respect of its compensation and expense
reimbursement); and (3) the Company has delivered to the Trustee a Company
Request specifying such action to be taken and an Officers' Certificate and an
Opinion of Counsel each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been
complied with.

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 6.07 and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of clause
(1) of this Section, the obligations of the Trustee under Section 4.02 and the
last paragraph of Section 10.03 shall survive.

            SECTION 4.02. Application of Trust Money. Subject to the provisions
of the last paragraph of Section 10.03, all money deposited with the Trustee
pursuant to Section 4.01 or money or Government Obligations deposited with the
Trustee pursuant to Section 4.03, or received by the Trustee in respect of
Government Obligations deposited with the Trustee pursuant to Section 4.03,
shall be held in trust and applied by it, in accordance with the provisions of
the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money or obligations have
been deposited with or received by the Trustee; provided, however, such moneys
need not be segregated from other funds except to the extent required by law.

            SECTION 4.03. Satisfaction, Discharge and Defeasance of Securities
of Any Series. Unless otherwise provided in the Board Resolution adopted
pursuant to Section 3.01 establishing the terms of the Securities of any series,
the Company shall be deemed to have paid and discharged the entire indebtedness
on all the Outstanding Securities of any such series and the Trustee, at the
expense of the Company, shall upon receipt of a Company Request therefor,
execute proper instruments acknowledging satisfaction and discharge of such
indebtedness, when:

            (a) with respect to all Outstanding Securities of such series:

                    (i) the Company has irrevocably deposited or caused to be
            irrevocably deposited with the Trustee as trust funds in trust for
            such purpose an amount


                                      -23-
<PAGE>   30
            sufficient to pay and discharge the entire indebtedness on all
            Outstanding Securities of such series for principal (and premium, if
            any) and interest to the Stated Maturity or any Redemption Date as
            contemplated by the penultimate paragraph of this Section 4.03, as
            the case may be; or

                   (ii) the Company has irrevocably deposited or caused to be
            irrevocably deposited with the Trustee as obligations in trust for
            such purpose an amount of Government Obligations as will, in the
            written opinion of independent public accountants delivered to the
            Trustee, together with predetermined and certain income to accrue
            thereon, without consideration of any reinvestment thereof, be
            sufficient to pay and discharge when due the entire indebtedness on
            all Outstanding Securities of such series for principal (and
            premium, if any) and interest to the Stated Maturity or any
            Redemption Date as contemplated by the penultimate paragraph of this
            Section 4.03, as the case may be;

            (b) the Company has paid or caused to be paid all other sums payable
      with respect to the Outstanding Securities of such series (including any
      amounts due to the Trustee in respect of its compensation and expense
      reimbursement);

            (c) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel to the effect that (i) the Company
      has received from, or there has been published by, the Internal Revenue
      Service a ruling, or (ii) since the date of execution of this Indenture,
      there has been a change in the applicable Federal income tax law, in
      either case to the effect that, and based thereon such opinion shall
      confirm that, Holders of the Securities will not recognize income, gain or
      loss for Federal income tax purposes as a result of the Company's exercise
      of its option under this Section 4.03 and will be subject to Federal
      income tax on the same amount and in the same manner and at the same times
      as would have been the case if such option had not been exercised;

            (d) the Company has delivered to the Trustee an Opinion of Counsel
      to the effect that, immediately following the deposit described in clause
      (a) above, neither the Company nor the trust held by the Trustee hereunder
      shall be an "investment company" or "controlled" by an "investment
      company" within the company meaning of the Investment Company Act of 1940;
      and

            (e) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of the entire indebtedness on all Outstanding Securities of any such
      series have been complied with.


                                      -24-
<PAGE>   31
            Any deposits with the Trustee referred to in Section 4.03(a) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance reasonably satisfactory to the Trustee. If any
Outstanding Securities of such series are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory sinking fund requirement, the applicable escrow
trust agreement shall provide therefor and the Company shall make such
arrangements as are satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company. If
the Securities of such series are not to become due and payable at their Stated
Maturity or upon call for redemption within one year of the date of deposit,
then the Company shall give, not later than the date of such deposit, notice of
such deposit to the Holders of Securities of such series. The Company shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the Government Obligations deposited pursuant to this Article
or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of
Outstanding Securities.

            Upon the satisfaction of the conditions set forth in this Section
4.03 with respect to all the Outstanding Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; provided that the Company shall not be discharged
from any payment obligations in respect of Securities of such series which are
deemed not to be Outstanding under clause (iii) of the definition thereof if
such obligations continue to be valid obligations of the Company under
applicable law; and provided further that, in the event a petition for relief
under the Bankruptcy Reform Act of 1978 or a successor statute is filed with
respect to the Company within 91 days after the deposit, the entire indebtedness
on all Securities of such series shall not be discharged and in such event the
Trustee shall return such deposited funds or obligations as it is then holding
to the Company on Company Request.


                                    ARTICLE V
                                    REMEDIES

            SECTION 5.01 Events of Default. "Event of Default", wherever used
herein with respect to the Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

            (a) default in the payment of any interest upon any Security of that
series when it becomes due and payable, and continuance of such default for a
period of 30 days; provided, however that if the Company is permitted by the
terms of the Securities of the


                                      -25-
<PAGE>   32
applicable series to defer the payment in question, the date on which such
payment is due and payable shall be the date on which the Company is required to
make payment following such deferral, if such deferral has been elected pursuant
to the terms of the Securities of that series;

            (b) default in the payment of the principal of (or premium, if any,
on) any Security of that series at its Maturity;

            (c) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with), and continuance of such default or breach for a period
of 90 days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder;

            (d) the entry of a decree or order by a court having jurisdiction in
the premises adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days;

            (e) the institution by the Company of proceedings to be adjudicated
a bankrupt or insolvent, or the consent by it to the institution of bankruptcy
or insolvency proceedings against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable Federal
or State bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the admission by
it in writing of its inability to pay its debts generally as they become due and
its willingness to be adjudicated a bankrupt, or the taking of corporate action
by the Company in furtherance of any such action;

            (f) in the event Securities of a series are issued and sold to a
Hartford Life Trust or a trustee of such trust in connection with the issuance
of Trust Securities by such Hartford Life Trust, such Hartford Life Trust shall
have voluntarily or involuntarily dissolved, wound-up its business or otherwise
terminated its existence except in connection with (i) the distribution of
Securities to holders of Trust Securities in liquidation or redemption of their
interests in such Hartford Life Trust, (ii) the redemption of all of the
outstanding Trust


                                      -26-
<PAGE>   33
Securities of such Hartford Life Trust or (iii) certain mergers, consolidations
or amalgamations, each as permitted by the Declaration of such Hartford Life
Trust; or

            (g) any other Event of Default with respect to Securities of that
series.

            Upon receipt by the Trustee of any Notice of Default pursuant to
this Section 5.01 with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such Notice of Default, which record date shall be at the close of business on
the day the Trustee receives such Notice of Default. The Holders as of such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such Notice of Default, whether or not such Holders remain
Holders after such record date; provided that, unless Holders of at least 25% in
principal amount of the Outstanding Securities of such series, or their proxies,
shall have joined in such Notice of Default prior to the day which is 90 days
after such record date, such Notice of Default shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new Notice of Default identical to a
Notice of Default which has been canceled pursuant to the proviso to the
preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.01.

            SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
the Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable.

            At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series (subject to, in the case of any series of
Securities held as trust assets of a Hartford Life Trust, obtaining the consent
of the holders of the Trust Securities of such Hartford Life Trust as may be
required by the applicable declaration of such Hartford Life Trust), by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:

            (a) the Company has paid or deposited with the Trustee a sum
      sufficient to pay:


                                      -27-
<PAGE>   34
                   (i)  all overdue installments of interest on all Securities
            of that series;

                   (ii) the principal of (and premium, if any, on) any
            Securities of that series which have become due otherwise than by
            such declaration of acceleration and interest thereon at the rate
            borne by the Securities;

                  (iii) to the extent that payment of such interest is lawful,
            interest upon overdue installments of interest at the rate borne by
            the Securities; and

                   (iv) sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee, its agents and counsel; and

            (b) all Events of Default with respect to Securities of that series,
      other than the nonpayment of the principal of Securities of that series
      which has become due solely by such acceleration, have been cured or
      waived as provided in Section 5.13.

            No such rescission shall affect any subsequent default or impair any
right consequent thereon. Upon receipt by the Trustee of written notice
declaring such an acceleration, or rescission and annulment thereof, with
respect to Securities of a series all or part of which is represented by a
Global Security, a record date shall be established for determining Holders of
Outstanding Securities of such series entitled to join in such notice, which
record date shall be at the close of business on the day the Trustee receives
such notice. The Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such notice, whether or not
such Holders remain Holders after such record date; provided that, unless such
declaration of acceleration, or rescission and annulment, as the case may be,
shall have become effective by virtue of the requisite percentage having joined
in such notice prior to the day which is 90 days after such record date, such
notice of declaration of acceleration, or rescission and annulment, as the case
may be, shall automatically and without further action by any Holder be canceled
and of no further effect. Nothing in this paragraph shall prevent a Holder, or a
proxy of a Holder, from giving, after expiration of such 90-day period, a new
written notice of declaration of acceleration, or rescission and annulment
thereof, as the case may be, that is identical to a written notice which has
been canceled pursuant to the proviso to the preceding sentence, in which event
a new record date shall be established pursuant to the provisions of this
Section 5.02.

            SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement
by Trustee.  The Company covenants that if:

            (a) default is made in the payment of any installment of interest on
      any Security when such interest becomes due and payable and such default
      continues for a period of 30 days; or


                                      -28-
<PAGE>   35
            (b) default is made in the payment of the principal of (and premium,
      if any, on) any Security at the Maturity thereof; the Company will, upon
      demand of the Trustee, pay to it, for the benefit of the Holders of such
      Securities, the whole amount then due and payable on such Securities for
      principal, including any sinking fund payment or analogous obligations
      (and premium, if any) and interest, including, to the extent that payment
      of such interest shall be lawful, interest on any overdue principal (and
      premium if any) and on any overdue installments of interest at the rate
      borne by the Securities; and, in addition thereto, all amounts owing the
      Trustee under Section 6.07.

            If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

            If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

            SECTION 5.04. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors;

            (a) the Trustee (irrespective of whether the principal of the
      Securities of any series shall then be due and payable as therein
      expressed or by declaration or otherwise and irrespective of whether the
      Trustee shall have made any demand on the Company for the payment of
      overdue principal (and premium, if any) or interest) shall be entitled and
      empowered, by intervention in such proceeding or otherwise:

                   (i) to file and prove a claim for the whole amount of
            principal (and premium, if any) and interest owing and unpaid in
            respect to the Securities and to file such other papers or documents
            as may be necessary or advisable and to take any and all actions as
            are authorized under the Trust Indenture in order to


                                      -29-
<PAGE>   36
            have the claims of the Holders and any predecessor to the Trustee
            under Section 6.07 and of the Holders allowed in any such judicial
            proceedings;

                  (ii) and in particular, the Trustee shall be authorized to
            collect and receive any moneys or other property payable or
            deliverable on any such claims and to distribute the same in
            accordance with Section 5.06; and

            (b) any custodian, receiver, assignee, trustee, liquidator,
      sequestrator (or other similar official) in any such judicial proceeding
      is hereby authorized by each Holder to make such payments to the Trustee
      for distribution in accordance with Section 5.06, and in the event that
      the Trustee shall consent to the making of such payments directly to the
      Holders, to pay to the Trustee any amount due to it and any predecessor
      Trustee under Section 6.07.

            Nothing herein contained shall be deemed to authorize or require the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize or require the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

            SECTION 5.05. Trustee May Enforce Claim Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of all the amounts owing the Trustee and any
predecessor Trustee under Section 6.07, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

            SECTION 5.06. Application of Money Collected. Any money or property
collected or to be applied by the Trustee with respect to a series of Securities
pursuant to this Article shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such money or
property on account of principal (or premium, if any) or interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

            first, to the payment of all amounts due the Trustee and any
predecessor Trustee under Section 6.07;

            second, to the payment of the amounts then due and unpaid upon such
series of Securities for principal (and premium, if any) and interest, in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any


                                      -30-
<PAGE>   37
kind, according to the amounts due and payable on such series of Securities for
principal (and premium, if any) and interest, respectively; and

            third, the balance, if any, to the Person or Persons entitled
thereto.

            SECTION 5.07 Limitation on Suits. No Holder of any Securities of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture or for the appointment of a receiver, assignee,
trustee, liquidator, sequestrator (or other similar official) or for any other
remedy hereunder, unless:

            (a) such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to the Securities of that series;

            (b) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

            (c) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

            (d) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

            (e) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Securities, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all such Holders.

            SECTION 5.08 Unconditional Right of Holders To Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium, if any) and (subject to
Section 3.07) interest on such Security on the respective Stated Maturities
expressed in such Security and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder. Notwithstanding any other provision of this Indenture, if the Securities
of a series are then held by a Hartford Life Trust, while an Event of Default
described in


                                      -31-
<PAGE>   38
Section 5.01(a) or (b) hereof has occurred and is continuing, each holder of
Preferred Securities of such Hartford Life Trust shall have the right to bring
suit directly against the Company for the enforcement of payment to such holder
in respect of Securities of such series in a principal amount equal to the
aggregate liquidation amount of the Preferred Securities of such holder.

            SECTION 5.09 Restoration of Rights and Remedies. If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case the Company, the Trustee and the Holders shall, subject
to any determination in such proceeding, be restored severally and respectively
to their former positions hereunder, and thereafter all rights and remedies of
the Trustee and the Holders shall continue as though no such proceeding had been
instituted.

            SECTION 5.10 Rights and Remedies Cumulative. Except as otherwise
provided in the last paragraph of Section 3.06, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

            SECTION 5.11 Delay or Omission Not Waiver. Except as otherwise
provided in the last paragraph of Section 3.06, no delay or omission of the
Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.

            Every right and remedy given by this Article or by law to the
Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders, as the case may be.

            SECTION 5.12 Control by Holders. The Holders of a majority in
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series; provided that:

            (a)   such direction shall not be in conflict with any rule of law
      or with this Indenture;


                                      -32-
<PAGE>   39
            (b) the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such direction; and

            (c) subject to the provisions of Section 6.01, the Trustee shall
      have the right to decline to follow such direction if the Trustee in good
      faith shall, by a Responsible Officer or Officers of the Trustee,
      determine that the proceeding so directed would be unjustly prejudicial to
      the Holders not joining in any such direction or would involve the Trustee
      in personal liability.

            Upon receipt by the Trustee of any written notice directing the
time, method or place of conducting any such proceeding or exercising any such
trust or power, with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such notice, which record date shall be at the close of business on the day the
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided that, unless the Holders of a majority in principal amount of the
Outstanding Securities of such series shall have joined in such notice prior to
the day which is 90 days after such record date, such notice shall automatically
and without further action by any Holder be canceled and of no further effect.
Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from
giving, after expiration of such 90-day period, a new notice identical to a
notice which has been canceled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 5.12.

            SECTION 5.13 Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a
default:

            (a)   in the payment of the principal of (or premium, if any) or
      interest on any Security of such series, or

            (b) in respect of a covenant or provision hereof which under Article
      IX cannot be modified or amended without the consent of the Holder of each
      Outstanding Security of such series affected.

            Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.


                                      -33-
<PAGE>   40
            SECTION 5.14 Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security by his or her acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on any Security on or after the respective Stated Maturities
expressed in such Security (or in the case of redemption, on or after the date
of such redemption).

            SECTION 5.15 Waiver of Stay or Extension Laws. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.


                                   ARTICLE VI
                                   THE TRUSTEE

            SECTION 6.01  Certain Duties and Responsibilities.  (a)  Except
during the continuance of an Event of Default:

                  (i) the Trustee undertakes to perform such duties and only
            such duties as are specifically set forth in this Indenture, and no
            implied covenants or obligations shall be read into this Indenture
            against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
            conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon certificates or
            opinions furnished to the Trustee and conforming to the requirements
            of this Indenture; but in the case of any such certificates or
            opinions which by any provisions hereof are specifically required to
            be furnished to the Trustee, the Trustee shall be under a duty to
            examine the same to determine whether or not they conform to the
            requirements of this


                                      -34-
<PAGE>   41
            Indenture (but need not confirm or investigate the accuracy of
            mathematical calculations or other facts stated therein).

            (b) In case an Event of Default has occurred and is continuing, the
      Trustee shall exercise such of the rights and powers vested in it by this
      Indenture, and use the same degree of care and skill in their exercise, as
      a prudent man would exercise or use under the circumstances in the conduct
      of his or her own affairs.

            (c) No provision of this Indenture shall be construed to relieve the
      Trustee from liability for its own negligent action, its own negligent
      failure to act, or its own wilful misconduct except that:

                    (i)  this Subsection shall not be construed to limit the
            effect of Subsection (a) of this Section;

                   (ii) the Trustee shall not be liable for any error of
            judgment made in good faith by a Responsible Officer, unless it
            shall be proved that the Trustee was negligent in ascertaining the
            pertinent facts; and

                  (iii) the Trustee shall not be liable with respect to any
            action taken or omitted to be taken by it in good faith in
            accordance with the direction of Holders pursuant to Section 5.12
            relating to the time, method and place of conducting any proceeding
            for any remedy available to the Trustee, or exercising any trust or
            power conferred upon the Trustee, under this Indenture with respect
            to the Securities of such series.

            (d) No provision of this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of any of its duties hereunder, or in the exercise of any
      of its rights or powers.

            (e) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

            SECTION 6.02. Notice of Defaults. Within 90 days after actual
knowledge of the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Securities
Register, notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest on any Security of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or


                                      -35-
<PAGE>   42
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of Securities of
such series; and provided further that, in the case of any default of the
character specified in Section 5.01(c), no such notice to Holders of Securities
of such series shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

            SECTION 6.03.  Certain Rights of Trustee.  Subject to the provisions
of Section 6.01:

            (a) the Trustee may conclusively rely and shall be protected in
      acting or refraining from acting upon any resolution, certificate,
      statement, instrument, opinion, report, notice, request, direction,
      consent, order, bond, debenture or other evidence of indebtedness,
      Security or other paper or document believed by it to be genuine and to
      have been signed or presented by the proper party or parties;

            (b) any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order and any
      resolution of the Board of Directors may be sufficiently evidenced by a
      Board Resolution;

            (c) whenever in the administration of this Indenture the Trustee
      shall deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting any action hereunder, the Trustee (unless
      other evidence be herein specifically prescribed) may, in the absence of
      bad faith on its part, rely upon an Officers' Certificate;

            (d) the Trustee may consult with counsel of its selection and the
      advice of such counsel or any Opinion of Counsel shall be full and
      complete authorization and protection in respect of any action taken,
      suffered or omitted by it hereunder in good faith and in reliance thereon;

            (e) the Trustee shall be under no obligation to exercise any of the
      rights or powers vested in it by this Indenture at the request or
      direction of any of the Holders pursuant to this Indenture, unless such
      Holders shall have offered to the Trustee reasonable security or indemnity
      against the costs, expenses and liabilities which might be incurred by it
      in compliance with such request or direction;

            (f) the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, indenture, Security or other paper or document, but the Trustee in
      its discretion may make such inquiry or investigation into


                                      -36-
<PAGE>   43
      such facts or matters as it may see fit, and, if the Trustee shall
      determine to make such inquiry or investigation, it shall be entitled to
      examine the books, records and premises of the Company, personally or by
      agent or attorney, at the sole cost of the Company, and shall incur no
      liability or additional liability of any kind by reason of such inquiry or
      investigation;

            (g) the Trustee may execute any of the trusts or powers hereunder or
      perform any duties hereunder either directly or by or through agents or
      attorneys and the Trustee shall not be responsible for any misconduct or
      negligence on the part of any agent or attorney appointed with due care by
      it hereunder;

            (h) the Trustee shall not be liable for any action taken, suffered,
      or omitted to be taken by it in good faith and reasonably believed by it
      to be authorized or within the discretion or rights or powers conferred
      upon it by this Indenture; and

            (i) the Trustee shall not be deemed to have notice of any default or
      Event of Default unless a Responsible Officer of the Trustee has actual
      knowledge thereof or unless written notice of any event which is in fact
      such a default is received by the Trustee at the Corporate Trust Office of
      the Trustee, and such notice references the Securities and this Indenture.

            SECTION 6.04. Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent
shall be accountable for the use or application by the Company of the Securities
or the proceeds thereof.

            SECTION 6.05. May Hold Securities. The Trustee, any Authenticating
Agent, any Paying Agent, Securities Registrar or any other agent of the Company,
in its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the
Company with the same rights it would have if it were not Trustee, Paying Agent,
Securities Registrar or such other agent.

            SECTION 6.06. Money Held In Trust. Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed in writing with the
Company.


                                      -37-
<PAGE>   44
            SECTION 6.07  Compensation and Reimbursement.  The Company agrees:

            (a) to pay to the Trustee from time to time such compensation as
      shall be agreed to in writing between the Company and the Trustee for all
      services rendered by it hereunder (which compensation shall not be limited
      by any provision of law in regard to the compensation of a trustee of an
      express trust);

            (b) to reimburse the Trustee upon its request for all reasonable
      expenses, disbursements and advances incurred or made by the Trustee in
      accordance with any provision of this Indenture (including the reasonable
      compensation and the expenses and disbursements of its agents and
      counsel), except any such expense, disbursement or advance as may be
      attributable to its negligence or bad faith; and

            (c) to indemnify each of the Trustee and any Predecessor Trustee and
      their respective officers, directors, stockholders, employees and agents
      for, and to hold each of them harmless against, any loss, liability or
      expense (including the reasonable compensation and the expenses and
      disbursements of its agents and counsel) to the extent incurred without
      negligence or bad faith, arising out of or in connection with the
      acceptance or administration of this trust or the performance of its
      duties hereunder, including the costs and expenses of defending itself
      against any claim or liability in connection with the exercise or
      performance of any of its powers or duties hereunder.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 5.01(d) or (e) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Reform Act of 1978 or a successor statute.

            The provisions of this Section 6.07 shall survive the termination of
this Indenture.

            SECTION 6.08 Disqualification; Conflicting Interest. The Trustee for
the Securities of any series issued hereunder shall be subject to the provisions
of Section 3.10(b) of the Trust Indenture Act. Nothing herein shall prevent the
Trustee from filing with the Commission the application referred to in the
second to last paragraph of Section 3.10(b) of the Trust Indenture Act.

            SECTION 6.09  Corporate Trustee Required; Eligibility.  There shall
at all times be a Trustee hereunder which shall be:

            (a) a corporation organized and doing business under the laws of the
      United States of America or of any state, territory or the District of
      Columbia, authorized


                                      -38-
<PAGE>   45
      under such laws to exercise corporate trust powers and subject to
      supervision or examination by Federal, state, territorial or District of
      Columbia authority; or

            (b) a corporation or other Person organized and doing business under
      the laws of a foreign government that is permitted to act as Trustee
      pursuant to a rule, regulation or order of the Commission, authorized
      under such laws to exercise corporate trust powers, and subject to
      supervision or examination by authority of such foreign government or a
      political subdivision thereof substantially equivalent to supervision or
      examination applicable to United States institutional trustees;

      in either case having a combined capital and surplus of at least
      $50,000,000, subject to supervision or examination by Federal or state
      authority. If such corporation publishes reports of condition at least
      annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then, for the purpose of this Section,
      the combined capital and surplus of such corporation shall be deemed to be
      its combined capital and surplus as set forth in its most recent report of
      condition so published. If at any time the Trustee shall cease to be
      eligible in accordance with the provisions of this Section, it shall
      resign immediately in the manner and with the effect hereinafter specified
      in this Article. Neither the Company nor any Person directly or indirectly
      controlling, controlled by or under common control with the Company shall
      serve as Trustee for the Securities of any series issued hereunder.

            SECTION 6.10 Resignation and Removal; Appointment of Successor. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 6.11.

            (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

            (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.


                                      -39-
<PAGE>   46
            (d) If at any time:

                  (i) the Trustee shall fail to comply with Section 6.08 after
            written request therefor by the Company or by any Holder who has
            been a bona fide Holder of a Security for at least six months; or

                  (ii) the Trustee shall cease to be eligible under Section 6.09
            and shall fail to resign after written request therefor by the
            Company or by any such Holder; or

                  (iii) the Trustee shall become incapable of acting or shall be
            adjudged a bankrupt or insolvent or a receiver of the Trustee or of
            its property shall be appointed or any public officer shall take
            charge or control of the Trustee or of its property or affairs for
            the purpose of rehabilitation, conservation or liquidation;

then, in any such case, (A) the Company by Board Resolution may remove the
Trustee, or (B) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself or
herself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

            (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of that or those series. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall not have been appointed by
the Company, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, and the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to the Securities of such series and supersede
the successor Trustee appointed by the Company. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner hereinafter
provided, any Holder who has been a bona fide Holder of a Security for at least
six months may, subject to Section 5.14, on behalf of himself or herself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

            (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor


                                      -40-
<PAGE>   47
Trustee with respect to the Securities of any series by mailing written notice
of such event by first-mail, postage prepaid, to the Holders of Securities of
such series as their names and addresses appear in the Securities Register. Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

            SECTION 6.11 Acceptance of Appointment by Successor. (a) In case of
the appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee and the resigning or removed Trustee shall be
therefrom deemed released and discharged of the trusts and duties hereunder;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

            (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (ii)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(iii) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts, and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such


                                      -41-
<PAGE>   48
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

            (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred to
in paragraph (a) or (b) of this Section, as the case may be.

            (d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

            SECTION 6.12 Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated, and in case any
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or in
the name of such successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

            SECTION 6.13 Preferential Collection of Claims Against Company. If
and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

            SECTION 6.14 Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating


                                      -42-
<PAGE>   49
Agent. Each Authenticating Agent shall be acceptable to the Company and shall at
all times be a corporation organized and doing business under the laws of the
United States of America, or of any state, territory or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or state authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.

            Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.06 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provision of this Section.

            The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

            If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:


                                      -43-
<PAGE>   50
            This is one of the Securities referred to in the within mentioned
Indenture.


Dated:
                                                            , as Trustee,



                                    By:________________________________________
                                          As Authenticating Agent


                                    By:________________________________________
                                          Authorized Signatory

            SECTION 6.15 Trustee's Application for Instructions from the
Company. Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
five Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


                                   ARTICLE VII
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

            SECTION 7.01 Company To Furnish Trustee Names and Addresses of
Holders. The Company will furnish or cause to be furnished to the Trustee:

            (a) semiannually, not more than 15 days after June 1 and December 1,
      a list, in such form as the Trustee may reasonably require, of the names
      and addresses of the Holders as of such June 1 and December 1; and

            (b) at such other times as the Trustee may request in writing,
      within 30 days after the receipt by the Company of any such request, a
      list of similar form and content as of a date not more than 15 days prior
      to the time such list is furnished;


                                      -44-
<PAGE>   51
excluding from any such list names and addresses received by the Trustee in its
capacity as Securities Registrar.

            SECTION 7.02. Preservation of Information, Communications to
Holders. (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

            (b) If three or more Holders of Securities of the same series
(herein referred to as "applicants") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security of such series for a period of at least six months preceding the date
of such application, and such application states that the applicants' desire to
communicate with other Holders of such series with respect to their rights under
this Indenture or under the Securities of such series and is accompanied by a
copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall, within five business days after the receipt
of such application, at its election, either

                  (i) afford such applicants access to the information with
      respect to the Holders of such series preserved at the time by the Trustee
      in accordance with paragraph (a) of this Section, or

                  (ii) inform such applicants as to the approximate number of
      Holders of such series whose names and addresses appear in the information
      preserved at the time by the Trustee in accordance with paragraph (a) of
      this Section, and as to the approximate cost of mailing to such Holders
      the form of proxy or other communication, if any, specified in such
      application.

                  If the Trustee shall elect not to afford such applicants
      access to such information, the Trustee shall, upon the written request of
      such applicants, mail to each Holder of such series whose name and address
      appear in the information preserved at the time by the Trustee in
      accordance with paragraph (a) of this Section a copy of the form of proxy
      or other communication which is specified in such request, with reasonable
      promptness after a tender to the Trustee of the material to be mailed and
      of payment, or provision for the payment, of the reasonable expenses of
      mailing, unless within five days after such tender the Trustee shall mail
      to such applicants and file with the Commission, together with a copy of
      the material to be mailed, a written statement to the effect that, in the
      opinion of the Trustee, such mailing would be contrary to the best
      interest of the Holders of such series or would be in violation of
      applicable law. Such written statement shall specify the basis of such
      opinion. If the Commission, after opportunity for a hearing upon the
      objections specified in the written statement so filed,


                                      -45-
<PAGE>   52
      shall enter an order refusing to sustain any of such objections or if,
      after the entry of an order sustaining one or more of such objections, the
      Commission shall find, after notice and opportunity for hearing, that all
      the objections so sustained have been met and shall enter an order so
      declaring, the Trustee shall mail copies of such material to all such
      Holders with reasonable promptness after the entry of such order and the
      renewal of such tender; otherwise the Trustee shall be relieved of any
      obligation or duty to such applicants respecting their application.

            (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of information as to the names and addresses of the Holders made
pursuant to the Trust Indenture Act.

            SECTION 7.03. Reports by Trustee. (a) The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act, at the times and in the
manner provided pursuant thereto.

            (b) Within 60 days after May 15 of each year commencing with the
year 1999, the Trustee shall transmit by mail to all Holders of Securities as
provided in Section 313(c) of the Trust Indenture Act, a brief report dated as
of May 15, if required by and in compliance with Section 313(a) of the Trust
Indenture Act.

            (c) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are listed and also with the Commission. The Company will
promptly notify the Trustee whenever the Securities are listed on any stock
exchange.

            SECTION 7.04. Reports by Company. The Company shall file with the
Trustee and with the Commission, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided in
the Trust Indenture Act; provided that any such information, documents or
reports required to be filed with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 shall be filed with the
Trustee within 15 days after the same is required to be filed with the
Commission. Notwithstanding that the Company may not be required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company shall continue to file with the Commission and
provide the Trustee and Holders with the annual reports and the information,
documents and other reports which are specified in Sections 13 and 15(d) of the
Securities Exchange Act of 1934. The Company also shall comply with the other
provisions of Trust Indenture Act Section 3.14(a).


                                      -46-
<PAGE>   53
            Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).


                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

            SECTION 8.01 Company May Consolidate, etc., Only on Certain Terms.
The Company shall not consolidate with or merge into any other corporation or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and no Person shall consolidate with or merge into the Company or
convey, transfer or lease its properties and assets substantially as an entirety
to the Company, unless:

            (a) in case the Company shall consolidate with or merge into another
      corporation or convey, transfer or lease its properties and assets
      substantially as an entirety to any Person, the corporation formed by such
      consolidation or into which the Company is merged or the Person which
      acquires by conveyance or transfer, or which leases, the properties and
      assets of the Company substantially as an entirety shall be a corporation
      organized and existing under the laws of the United States of America or
      any State or the District of Columbia, and shall expressly assume, by an
      indenture supplemental hereto, executed and delivered to the Trustee, in
      form satisfactory to the Trustee, the due and punctual payment of the
      principal of (and premium, if any) and interest on all the Securities and
      the performance of every covenant of this Indenture on the part of the
      Company to be performed or observed;

            (b) immediately after giving effect to such transaction, no Event of
      Default, and no event which, after notice or lapse of time, or both, would
      become an Event of Default, shall have happened and be continuing; and

            (c) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel each stating that such
      consolidation, merger, conveyance, transfer or lease and any such
      supplemental indenture complies with this Article and that all conditions
      precedent herein provided for relating to such transaction have been
      complied with; and the Trustee, subject to Section 6.01, may rely upon
      such Officers' Certificate and Opinion of Counsel as conclusive evidence
      that such transaction complies with this Section 8.01.

            SECTION 8.02.  Successor Corporation Substituted.  Upon any
consolidation or merger by the Company with or into any other corporation, or
any conveyance, transfer or


                                      -47-
<PAGE>   54
lease by the Company of its properties and assets substantially as an entirety
to any Person in accordance with Section 8.01, the successor corporation formed
by such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor corporation had been named as the Company
herein; and in the event of any such conveyance, transfer or lease the Company
shall be discharged from all obligations and covenants under the Indenture and
the Securities and may be dissolved and liquidated.

            Such successor corporation may cause to be signed, and may issue
either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication
pursuant to such provisions and any Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee on its behalf
for the purpose pursuant to such provisions. All the Securities so issued shall
in all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof.

            In case of any such consolidation, merger, sale, conveyance or
lease, such changes in phraseology and form may be made in the Securities
thereafter to be issued as may be appropriate.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

            SECTION 9.01. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

            (a) to evidence the succession of another corporation to the
      Company, and the assumption by any such successor of the covenants of the
      Company herein and in the Securities contained;

            (b) to provide for the issuance under this Indenture of Securities
      in bearer form (including securities registrable as to principal only) and
      to provide for exchangeability of such Securities for Securities issued
      hereunder in fully registered form, and to make all appropriate changes
      for such purpose;


                                      -48-
<PAGE>   55
            (c) to add to the covenants of the Company for the benefit of the
      Holders of all or one or more specified series of Securities (and if such
      covenants are to be for the benefit of fewer than all series of Securities
      or fewer than all Securities of a Series, stating that such covenants are
      expressly being included solely for the benefit of such series) or to
      surrender any right or power herein conferred upon the Company;

            (d) to add any additional Events of Default with respect to all or
      one or more series of Securities;

            (e) to change or eliminate any of the provisions of this Indenture,
      provided that any such change or elimination shall become effective only
      when there is no Security Outstanding of any series created prior to the
      execution of such supplemental indenture which is entitled to the benefit
      of such provision;

            (f)   to secure the Securities;

            (g) to establish the form or terms of Securities of any series as
      permitted by Sections 2.01 and 3.01;

            (h) to cure any ambiguity, to correct or supplement any provision
      herein which may be inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Indenture, provided such action shall not materially adversely
      affect the interest of the Holders of Securities of any series; or

            (i) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 6.11(b).

            SECTION 9.02. Supplemental Indentures with Consent of Holders. With
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:


                                      -49-
<PAGE>   56
            (a) change the Stated Maturity of the principal of, or any
installment of interest on, any Outstanding Security, or reduce the principal
amount thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02, or change the
place of payment, or the coin or currency in which any Outstanding Security or
the interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof;

            (b) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture; or

            (c) modify any of the provisions of this Section, Section 5.13 or
Section 10.06, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Security affected thereby, provided that, in the
case of any Outstanding Securities of a series then held by a Hartford Life
Trust, no such supplemental indenture shall adversely affect the holders of the
Preferred Securities of such Hartford Life Trust without the prior consent of
each holder of such Preferred Securities.

            A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

            It shall not be necessary for any Act of Holders under this Section
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

            SECTION 9.03. Execution of Supplemental Indentures. In executing or
accepting the additional trusts created by any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture, and that all conditions precedent
have been complied with. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise.


                                      -50-
<PAGE>   57
            SECTION 9.04. Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

            SECTION 9.05. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

            SECTION 9.06. Reference in Securities to Supplemental Indentures.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities
of any series so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.


                                    ARTICLE X
                                    COVENANTS

            SECTION 10.01. Payment of Principal, Premium and Interest. The
Company covenants and agrees for the benefit of each series of securities that
it will duly and punctually pay the principal of (and premium, if any) and
interest on the Securities of that series in accordance with the terms of such
Securities and this Indenture.

            SECTION 10.02. Maintenance of Office or Agency. The Company will
maintain in each Place of Payment for any series, an office or agency where
Securities of that series may be presented or surrendered for payment and an
office or agency where Securities may be surrendered for transfer or exchange
and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company initially appoints the
Trustee, acting through its Corporate Trust Office, as its agent for said
purposes. The Company will give prompt written notice to the Trustee of any
change in the location of any such office or agency. If at any time the Company
shall fail to maintain such office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.


                                      -51-
<PAGE>   58
            The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all of such purposes, and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series for such purposes. The Company
will give prompt written notice to the Trustee of any such designation and any
change in the location of any such office or agency.

            SECTION 10.03. Money for Security Payments To Be Held in Trust. If
the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on any of the Securities of such series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and will promptly notify the Trustee of its failure so to
act.

            Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of or interest on any Securities,
deposit with a Paying Agent a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal and premium (if any) or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its failure so to act.

            The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

            (a) hold all sums held by it for the payment of the principal of
      (and premium, if any) or interest on Securities in trust for the benefit
      of the Persons entitled thereto until such sums shall be paid to such
      Persons or otherwise disposed of as herein provided;

            (b) give the Trustee notice of any default by the Company (or any
      other obligor upon the Securities) in the making of any payment of
      principal (and premium, if any) or interest; and

            (c) at any time during the continuance of any such default, upon the
      written request of the Trustee, forthwith pay to the Trustee all sums so
      held in trust by such Paying Agent.

            The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any


                                      -52-
<PAGE>   59
Paying Agent to pay, to the Trustee all sums held in trust by the Company or
such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying Agent; and,
upon such payment by the Company or any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and premium,
if any) or interest on any Security and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall (unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be paid on Company Request to the Company,
or (if then held by the Company) shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the city of
Wilmington, Delaware, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid the Company.

            SECTION 10.04. Payment of Taxes and Other Claims. The Company will
pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (a) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Restricted Subsidiary or upon the income,
profits or property of the Company or any Restricted Subsidiary, and (b) all
lawful claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon the property of the Company or any Restricted Subsidiary;
provided, however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings.

            SECTION 10.05. Statement as to Compliance. The Company shall deliver
to the Trustee, within 120 days after the end of each fiscal year of the Company
ending after the date hereof, an Officers' Certificate, signed by at least one
of the principal executive officer, principal financial officer and principal
accounting officer of the Company, covering the preceding calendar year, stating
whether or not to the best knowledge of the signers thereof the Company is in
default in the performance, observance or fulfillment of or compliance with any
of the terms, provisions, covenants and conditions of this Indenture, and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may


                                      -53-
<PAGE>   60
have knowledge. For the purpose of this Section 10.05, compliance shall be
determined without regard to any grace period or requirement of notice provided
pursuant to the terms of this Indenture.

            SECTION 10.06. Waiver of Certain Covenants. The Company may omit in
any particular instance to comply with any covenant or condition set forth in
Section 10.04, with respect to the Securities of any series if before or after
the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company in
respect of any such covenant or condition shall remain in full force and effect.

            SECTION 10.07. Calculation of Original Issue Discount. The Company
shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including daily
rates and accrual periods) accrued on Outstanding Securities as of the end of
such year and (ii) such other specific information relating to such original
issue discount as may then be relevant under the Internal Revenue Code of 1986,
as amended from time to time.


                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

            SECTION 11.01. Applicability of This Article. Redemption of
Securities (whether by operation of a sinking fund or otherwise) as permitted or
required by any form of Security issued pursuant to this Indenture shall be made
in accordance with such form of Security and this Article; provided, however,
that if any provision of any such form of Security shall conflict with any
provision of this Article, the provision of such form of Security shall govern.
Except as otherwise set forth in the form of Security for such series, each
Security shall be subject to partial redemption only in the amount of $1,000 or
integral multiples of $1,000.

            SECTION 11.02. Election To Redeem; Notice to Trustee. The election
of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company, the
Company shall, at least 60 days prior to the date fixed for redemption (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee (by
Company Request) of such date and of the principal amount of Securities of that
series to be redeemed. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities,


                                      -54-
<PAGE>   61
the Company shall furnish the Trustee with an Officers' Certificate and an
Opinion of Counsel evidencing compliance with such restriction.

            SECTION 11.03. Selection of Securities To Be Redeemed. If less than
all the Securities of a particular series and having the same terms are to be
redeemed, the Trustee shall select, not more than 60 days prior to the date
fixed for redemption, in such manner as in its sole discretion it shall deem
appropriate and fair, the Securities or portions thereof of such series to be
redeemed. The Trustee shall promptly notify the Company in writing of the
Securities selected for partial redemption and the principal amount thereof to
be redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed. If the Company shall so direct, Securities registered in the name of
the Company, any Affiliate or any Subsidiary thereof shall not be included in
the Securities selected for redemption.

            SECTION 11.04. Notice of Redemption. Notice of redemption shall be
given by first-class mail, postage prepaid, mailed not later than the 30th day,
and not earlier than the 60th day, prior to the date fixed for redemption, to
each Holder of Securities to be redeemed, at the address of such Holder as it
appears in the Securities Register.

            With respect to Securities of each series to be redeemed, each
notice of redemption shall identify the Securities to be redeemed (including
CUSIP number(s), if any) and shall state:

            (a) the date fixed for redemption for Securities of such series;

            (b) the redemption price at which Securities of such series are to
      be redeemed;

            (c) if less than all Outstanding Securities of such particular
      series and having the same terms are to be redeemed, the identification
      (and, in the case of partial redemption, the respective principal amounts)
      of the particular Securities to be redeemed;

            (d) that on the date fixed for redemption, the redemption price at
      which such Securities are to be redeemed will become due and payable upon
      each such Security or portion thereof, and that interest thereon, if any,
      shall cease to accrue on and after said date;

            (e) the place or places where such Securities are to be surrendered
      for payment of the redemption price at which such Securities are to be
      redeemed; and


                                      -55-
<PAGE>   62
            (f) that the redemption is for a sinking fund, if such is the case.

            Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's written request,
by the Trustee in the name and at the expense of the Company. The notice if
mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the Holder receives such notice. In any case, a
failure to give such notice by mail or any defect in the notice to the Holder of
any Security designated for redemption as a whole or in part shall not affect
the validity of the proceedings for the redemption of any other Security.

            SECTION 11.05. Deposit of Redemption Price. Prior to the redemption
date specified in the notice of redemption given as provided in Section 11.04,
the Company will deposit with the Trustee or with one or more paying agents an
amount of money sufficient to redeem on the redemption date all the Securities
so called for redemption at the applicable redemption price.

            SECTION 11.06. Payment of Securities Called for Redemption. If any
notice of redemption has been given as provided in Section 11.04, the Securities
or portion of Securities with respect to which such notice has been given shall
become due and payable on the date and at the place or places stated in such
notice at the applicable redemption price. On presentation and surrender of such
Securities at a place of payment in said notice specified, the said securities
or the specified portions thereof shall be paid and redeemed by the Company at
the applicable redemption price.

            Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder
thereof, at the expense of the Company, a new Security or Securities of the same
series, of authorized denominations, in aggregate principal amount equal to the
unredeemed portion of the Security so presented and having the same Original
Issue Date, Stated Maturity and terms. If a Global Security is so surrendered,
such new Security will also be a new Global Security.


                                   ARTICLE XII
                                  SINKING FUNDS

            SECTION 12.01. Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of any series except as otherwise specified as contemplated by Section 3.01 for
such Securities.

            The minimum amount of any sinking fund payment provided for by the
terms of any Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any sinking fund payment in excess of such minimum
amount which is permitted to be made


                                      -56-
<PAGE>   63
by the terms of such Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the term of any Securities
of any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 12.02. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of such Securities.

            SECTION 12.02. Satisfaction of Sinking Fund Payments with
Securities. In lieu of making all or any part of a mandatory sinking fund
payment with respect to any Securities of a series in cash, the Company may at
its option, at any time no more than 16 months and no less than 30 days prior to
the date on which such sinking fund payment is due, deliver to the Trustee
Securities of such series theretofore purchased or otherwise acquired by the
Company, except Securities of such series that have been redeemed through the
application of mandatory or optional sinking fund payments pursuant to the terms
of the Securities of such series, accompanied by a Company Order instructing the
Trustee to credit such obligations and stating that the Securities of such
series were originally issued by the Company by way of bona fide sale or other
negotiation for value; provided that the Securities to be so credited have not
been previously so credited. The Securities to be so credited shall be received
and credited for such purpose by the Trustee at the redemption price for such
Securities, as specified in the Securities so to be redeemed, for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

            SECTION 12.03. Redemption of Securities for Sinking Fund. Not less
than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash in the currency in which the
Securities of such series are payable (except as provided pursuant to Section
3.01) and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities pursuant to Section 12.02 and will also deliver to the
Trustee any Securities to be so delivered. Such Certificate shall be irrevocable
and upon its delivery the Company shall be obligated to make the cash payment or
payments therein referred to, if any, on or before the succeeding sinking fund
payment date. In the case of the failure of the Company to deliver such
Certificate (or, as required by this Indenture and the Securities specified in
such Certificate), the sinking fund payment due on the succeeding sinking fund
payment date for such series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of the Securities of such series
subject to a mandatory sinking fund payment without the right to deliver or
credit securities as provided in Section 12.02 and without the right to make the
optional sinking fund payment with respect to such series at such time.

            Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the


                                      -57-
<PAGE>   64
Company is acting as its own Paying Agent) on the sinking fund payment date on
which such payment is made (or, if such payment is made before a sinking fund
payment date, on the sinking fund payment date immediately following the date of
such payment) to the redemption of Securities of such series at the redemption
price specified in such Securities with respect to the sinking fund. Any sinking
fund moneys not so applied or allocated by the Trustee (or by the Company if the
Company is acting as its own Paying Agent, segregated and held, in trust as
provided in Section 10.03) for such series and together with such payment (or
such amount so segregated) shall be applied in accordance with the provisions of
this Section 12.03. Any and all sinking fund moneys with respect to the
Securities of any particular series held by the Trustee (or if the Company is
acting as its own Paying Agent, segregated and held in trust as provided in
Section 10.03) on the last sinking fund payment date with respect to Securities
of such series and not held for the payment or redemption of particular
Securities of such series shall be applied by the Trustee (or by the Company if
the Company is acting as its own Paying Agent), together with other moneys, if
necessary, to be deposited (or segregated) sufficient for the purpose, to the
payment of the principal of the Securities of such series at Maturity. The
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 11.06. On or before each sinking fund payment date, the
Company shall pay to the Trustee (or, if the Company is acting as its own Paying
Agent, the Company shall segregate and hold in trust as provided in Section
10.03) in cash a sum in the currency in which Securities of such series are
payable (except as provided pursuant to Section 3.01) equal to the principal and
any interest accrued to the redemption date for Securities or portions thereof
to be redeemed on such sinking fund payment date pursuant to this Section 12.03.

            Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Event of Default (other than an Event of Default occurring
as a consequence of this paragraph) with respect to the securities of such
series, except that if the notice of redemption shall have been provided in
accordance with the provisions hereof, the Trustee (or the Company if the
Company is then acting as its own Paying Agent) shall redeem such Securities if
cash sufficient for that purpose shall be deposited with the Trustee (or
segregated by the Company) for that purpose in accordance with the terms of this
Article XII. Except as aforesaid, any moneys in the sinking fund for such series
at the time when any such default or Event of Default shall occur and any moneys
thereafter paid into such sinking fund shall, during the continuance of such
default or Event of Default, be held as security for the payment of the
Securities of such series; provided, however, that in case such default or Event
of Default shall have been cured or waived herein, such moneys shall


                                      -58-
<PAGE>   65
thereafter be applied on the next sinking fund payment date for the Securities
of such series on which such moneys may be applied pursuant to the provisions of
this Section 12.03.


                                  ARTICLE XIII
                                  SUBORDINATION

            SECTION 13.01. Agreement of Securityholders that Securities
Subordinated to Extent Provided. The Company, for itself, its successors and
assigns, covenants and agrees and each Holder of the Securities by his
acceptance thereof likewise covenants and agrees that the payment of the
principal of, premium, if any, and interest, if any, on each and all of the
Securities (other than Securities discharged or defeased pursuant to Article IV)
is hereby expressly subordinated, to the extent and in the manner hereinafter
set forth, to the prior payment in full, in cash or cash equivalents, of all
Senior Indebtedness. The provisions of this Article shall constitute a
continuing offer to all persons who, in reliance upon such provisions, become
holders of, or continue to hold, Senior Indebtedness, and such provisions are
made for the benefit of the holders of Senior Indebtedness, and such holders are
hereby made obligees hereunder the same as if their names were written herein as
such, and they and/or each of them may proceed to enforce such provisions.

            SECTION 13.02. Company not to Make Payments with Respect to
Securities in Certain Circumstances. (a) No direct or indirect payment by or on
behalf of the Company of principal of or premium, if any, or interest on the
Securities (other than Securities which have been discharged or defeased
pursuant to Article IV), whether pursuant to the terms of the Securities or upon
acceleration or otherwise, shall be made if, at the time of such payment, there
exists (i) a default in the payment of all or any portion of any Senior
Indebtedness and the Trustee has received written notice thereof from the
Company, from holders of Senior Indebtedness or from any trustee, representative
or agent therefor, or (ii) any other default affecting Senior Indebtedness as a
result of which the maturity of such Senior Indebtedness has been accelerated
and the Trustee has received written notice from the Company, from holders of
Senior Indebtedness or from any trustee, representative or agent therefor, and
such default shall not have been cured or waived by or on behalf of the holders
of such Senior Indebtedness.

            (b) In the event that notwithstanding the provisions of this Section
13.02, the Company shall make any payment to the Trustee on account of the
principal of or premium, if any, or interest, if any, on the Securities, or on
account of any sinking fund, or the Holders of the Securities shall receive any
such payment when such payment is prohibited by this Section 13.02 and before
all amounts payable on, under or in connection with Senior Indebtedness are paid
in full in cash or cash equivalents, then and in such event, such payment
(subject to the provisions of Sections 13.06 and 13.07) shall be held by the
Trustee or the Holders of the Securities, as the case may be, in trust for the
benefit of, and shall be paid forthwith over and


                                      -59-
<PAGE>   66
delivered to, the holders of Senior Indebtedness (pro rata as to each of such
holders on the basis of the respective amounts of Senior Indebtedness held by
them) or their representative or the trustee under the indenture or other
agreement (if any) pursuant to which any instruments evidencing any Senior
Indebtedness may have been issued, as their respective interests may appear, for
application to the payment of all Senior Indebtedness remaining unpaid to the
extent necessary to pay all Senior Indebtedness in full in accordance with the
terms of such Senior Indebtedness, after giving effect to any concurrent payment
or distribution or provision therefor to or for the holders of Senior
Indebtedness. The Company shall give prompt written notice to the Trustee of any
default under any Senior Indebtedness or under any agreement pursuant to which
Senior Indebtedness may have been issued.

            SECTION 13.03. Securities Subordinated to Prior Payment of all
Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company.
Upon any payment or distribution of assets or Securities of the Company, as the
case may be, of any kind or character, whether in cash, property or securities,
upon any dissolution or winding up or total or partial liquidation or
reorganization of the Company, whether voluntary or involuntary, or in
bankruptcy, insolvency, receivership or similar proceedings of the Company:

            (a) the holders of all Senior Indebtedness shall first be entitled
      to receive payment in full in cash or cash equivalents of the principal
      thereof, premium, if any, and interest (including any interest accrued on
      such Senior Indebtedness subsequent to the commencement of a bankruptcy,
      insolvency, receivership or similar proceeding), if any, due thereon
      before the Holders of the Securities are entitled to receive any payment
      on account of the principal of, premium, if any, or interest, if any, on
      the Securities or any distribution of any assets or securities;

            (b) any payment or distribution of assets of the Company of any kind
      or character, whether in cash, property or securities, to which the
      Holders of the Securities or the Trustees would be entitled except for the
      provisions of this Article Fourteen, shall be paid by the trustee in
      bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or
      other person making such payment or distribution directly to the holders
      of Senior Indebtedness or their representative or representatives, or to
      the trustee or trustees under any indenture under which any instruments
      evidencing any of such Senior Indebtedness may have been issued, to the
      extent necessary to make payment in full of all Senior Indebtedness
      remaining unpaid, after giving effect to any concurrent payment or
      distribution or provision therefor to the holders of such Senior
      Indebtedness;

            (c) in the event that notwithstanding the foregoing provisions of
      this Section 13.03, the Company shall make any payment to the Trustee on
      account of the principal of or premium, if any, or interest, if any, on
      the Securities, or on account of any sinking fund, or the Holders of the
      Securities shall receive any such payment when such


                                      -60-
<PAGE>   67
      payment is prohibited by this Section 13.03 and before all amounts payable
      on, under or in connection with Senior Indebtedness are paid in full in
      cash or cash equivalents, then and in such event, such payment (subject to
      the provisions of Sections 13.06 and 13.07) shall be held by the Trustee
      or the Holders of the Securities, as the case may be, in trust for the
      benefit of, and shall be paid over and delivered forthwith to the trustee
      in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent
      or other person making payment or distribution of assets of the Company
      for application to the payment of all Senior Indebtedness remaining unpaid
      to the extent necessary to pay all Senior Indebtedness in full in
      accordance with the terms of such Senior Indebtedness, after giving effect
      to any concurrent payment or distribution or provision therefor to the
      holders of such Senior Indebtedness.

            SECTION 13.04. Securityholders to be Subrogated to Right of Holders
of Senior Indebtedness. Subject to the payment in full in cash or cash
equivalents of all Senior Indebtedness, the Holders of the Securities shall be
subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions of assets of the Company applicable to the Senior
Indebtedness until all amounts owing on the Securities shall be paid in full,
and for the purpose of such subrogation no payments or distributions to the
holders of the Senior Indebtedness by or on behalf of the Company or by or on
behalf of the Holders of the Securities by virtue of this Article which
otherwise would have been made to the Holders of the Securities shall, as
between the Company, its creditors other than holders of the Senior Indebtedness
and the Holders of the Securities, be deemed to be payment by the Company to or
on account of the Senior Indebtedness, it being understood that the provisions
of this Article XIII are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on the one hand, and the
holders of the Senior Indebtedness, on the other hand.

            SECTION 13.05. Obligation of the Company Unconditional. Nothing
contained in this Article XIII or elsewhere in this Indenture or in the
Securities is intended to or shall impair as between the Company and the Holders
of the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of,
premium, if any, and interest, if any, on the Securities as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the Holders of the Securities and
creditors of the Company other than the holders of the Senior Indebtedness, nor
shall anything herein or therein prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
XIII of the holders of Senior Indebtedness in respect of cash, property, or
securities of the Company received upon the exercise of any such remedy. Upon
any distribution of assets of the Company referred to in this Article XIII, the
Trustee, subject to the provisions of Section 6.01, and the Holders of the
Securities shall be entitled to rely upon any order or decree made by any court
of competent jurisdiction in which such liquidation, dissolution, winding up, or
reorganization proceedings are pending, or a certificate of the liquidating
trustee or agent or


                                      -61-
<PAGE>   68
other person making any distribution to the Trustee or to the Holders of the
Securities, for the purpose of ascertaining the persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article XIII.

            SECTION 13.06. Trustee Entitled to Assume Payments Not Prohibited in
Absence of Notice. The Trustee shall not at any time be charged with knowledge
of the existence of any facts which would prohibit the making of any payment of
monies to or by the Trustee, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof from the Company or from one
or more holders of Senior Indebtedness or from any trustee therefor; and, prior
to the receipt of any such written notice, the Trustee, subject to the
provisions of Section 6.01, shall be entitled to assume conclusively that no
such facts exist.

            SECTION 13.07. Application by Trustee of Monies Deposited With It.
Anything in this Indenture to the contrary notwithstanding, any deposit of
monies by the Company with the Trustee or any paying agent (whether or not in
trust) for the payment of the principal of or premium, if any, or interest, if
any, on any Securities shall be subject to the provisions of Sections 13.01,
13.02, 13.03 and 13.04 except that, if prior to the date on which by the terms
of this Indenture any such monies may become payable for any purpose (including,
without limitation, the payment of either the principal of or the interest or
premium, if any, on any Security) a Responsible Officer of the Trustee shall not
have received with respect to such monies the notice provided for in Section
13.06, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary which may be received by it on or after such date.

            SECTION 13.08. Subordination Rights not Impaired by Acts or
Omissions of Company or Holders of Senior Indebtedness. No right of any present
or future holders of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof which any such holder may have or be otherwise charged with.

            SECTION 13.09. Securityholders Authorize Trustee to Effectuate
Subordination of Securities. Each Holder of the Securities by his acceptance
thereof authorizes and expressly directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article XIII and appoints the Trustee his attorney-in-fact for
such purpose, including, in the event of any dissolution, winding up,
liquidation or reorganization of the Company (whether in bankruptcy, insolvency


                                      -62-
<PAGE>   69
or receivership proceedings or upon an assignment for the benefit of creditors
or otherwise) tending towards liquidation of the business and assets of the
Company, the immediate filing of a claim for the unpaid balance of its or his
Securities in the form required in said proceedings and cause said claim to be
approved.

            SECTION 13.10. Right of Trustee to Hold Senior Indebtedness. The
Trustee shall be entitled to all of the rights set forth in this Article XIII in
respect of any Senior Indebtedness at any time held by it to the same extent as
any other holder of Senior Indebtedness, and nothing in Section 6.13 or
elsewhere in this Indenture shall be construed to deprive the Trustee of any of
its rights as such Holder.

            SECTION 13.11. Article XIII Not to Prevent Events of Default. The
failure to make a payment on account of principal, interest or sinking fund by
reason of any provision in this Article Fourteen shall not be construed as
preventing the occurrence of an Event of Default under Section 5.01.


                                   ARTICLE XIV
                                  MISCELLANEOUS

            SECTION 14.01.  Miscellaneous.  This instrument may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.


                                      -63-
<PAGE>   70
            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
                                    HARTFORD LIFE, INC.


                                    By /s/ Gregory A. Boyko
                                       --------------------------------------
                                       Name:
                                       Title:

Attest:

By  /s/ M. O'Halloran
    ------------------------
     Secretary

                                    WILMINGTON TRUST COMPANY
                                    as Trustee


                                    By /s/ Mary C. St. Amand
                                       --------------------------------------
                                       Name:  Mary C. St. Amand
                                       Title: Assistant Vice President

Attest:

By  /s/
    ------------------------


                                      -64-