<PAGE>

                                                                    EXHIBIT 4.05
================================================================================

                            ITT HARTFORD GROUP, INC.

                                       to

                            WILMINGTON TRUST COMPANY

                                     Trustee

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

                          JUNIOR SUBORDINATED INDENTURE

                          Dated as of October 30, 1996

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

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                              <C>
                             ARTICLE ONE
      Definitions and other Provisions of General Application

SECTION 101.   Definitions....................................    2
SECTION 102.   Compliance Certificate and Opinions............   12
SECTION 103.   Forms of Documents Delivered to Trustee........   13
SECTION 104.   Acts of Holders...............................    14
SECTION 105.   Notices, Etc. to Trustee and Company...........   15
SECTION 106.   Notice to Holders; Waiver......................   16
SECTION 107.   Conflict With Trust Indenture Act..............   16
SECTION 108.   Effect of Headings and Table of Contents.......   17
SECTION 109.   Successors and Assigns.........................   17
SECTION 110.   Separability Clause............................   17
SECTION 111.   Benefits of Indenture..........................   17
SECTION 112.   Governing Law..................................   17
SECTION 113.   Non-Business Days..............................   17

                             ARTICLE TWO
                            Security Forms

SECTION 201.   Forms Generally................................   18
SECTION 202.   Form of Face of Security.......................   18
SECTION 203.   Form of Reverse of Security....................   24
SECTION 204.   Additional Provisions Required in Global
                 Security.....................................   27
SECTION 205.   Form of Trustee's Certificate of
               Authentication.................................   27

                           ARTICLE THREE
                           The Securities

SECTION 301.   Title and Terms................................   28
SECTION 302.   Denominations..................................   31
SECTION 303.   Execution, Authentication, Delivery and
                 Dating.......................................   31
SECTION 304.   Temporary Securities...........................   33
SECTION 305.   Registration, Transfer and Exchange............   34
SECTION 306.   Mutilated, Destroyed, Lost and Stolen
                 Securities...................................   36
SECTION 307.   Payment of Interest; Interest Rights
                 Preserved....................................   37
SECTION 308.   Persons Deemed Owners..........................   39
SECTION 309.   Cancellation...................................   39
SECTION 310.   Computation of Interest........................   39
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                              <C>
SECTION 311.   Deferrals of Interest Payment Dates............   39
SECTION 312.   Right of Set-Off...............................   41
SECTION 313.   Agreed Tax Treatment...........................   41
SECTION 314.   Extension of Stated Maturity;
                 Adjustment of Stated Maturity Upon an
                 Exchange.....................................   41
SECTION 315.   CUSIP Numbers..................................   42

                                  ARTICLE FOUR
                           Satisfaction and Discharge

SECTION 401.   Satisfaction and Discharge of Indenture........   42
SECTION 402.   Application of Trust Money.....................   44
SECTION 403.   Satisfaction, Discharge and Defeasance of
                 Securities of Any Series.....................   44

                                  ARTICLE FIVE
                                    Remedies

SECTION 501.   Events of Default..............................   46
SECTION 502.   Acceleration of Maturity; Rescission and
                 Annulment....................................   47
SECTION 503.   Collection of Indebtedness and Suits for
                 Enforcement by Trustee.......................   49
SECTION 504.   Trustee May File Proofs of Claim...............   50
SECTION 505.   Trustee May Enforce Claim Without
                 Possession of Securities.....................   51
SECTION 506.   Application of Money Collected.................   52
SECTION 507.   Limitation on Suits............................   52
SECTION 508.   Unconditional Right of Holders to Receive
                 Principal, Premium and Interest..............   53
SECTION 509.   Restoration of Rights and Remedies.............   54
SECTION 510.   Rights and Remedies Cumulative.................   54
SECTION 511.   Delay or Omission Not Waiver...................   54
SECTION 512.   Control by Holders.............................   54
SECTION 513.   Waiver of Past Defaults........................   55
SECTION 514.   Undertaking for Costs..........................   56
SECTION 515.   Waiver of Stay or Extension Laws...............   56

                                   ARTICLE SIX
                                   The Trustee

SECTION 601.   Certain Duties and Responsibilities............   57
SECTION 602.   Notice of Defaults.............................   58
SECTION 603.   Certain Rights of Trustee......................   59
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                              <C>
SECTION 604.   Not Responsible for Recitals or
                 Issuance of Securities.......................   60
SECTION 605.   May Hold Securities............................   60
SECTION 606.   Money Held in Trust............................   60
SECTION 607.   Compensation and Reimbursement.................   61
SECTION 608.   Disqualification; Conflicting
                 Interests....................................   62
SECTION 609.   Corporate Trustee Required;
                 Eligibility..................................   62
SECTION 610.   Resignation and Removal; Appointment
                 of Successor.................................   63
SECTION 611.   Acceptance of Appointment by
                 Successor ...................................   64
SECTION 612.   Merger, Conversion, Consolidation or
                 Succession to Business.......................   66
SECTION 613.   Preferential Collection of Claims
                 Against Company..............................   66
SECTION 614.   Appointment of Authenticating Agent............   67

                                  ARTICLE SEVEN
                Holders' Lists and Reports by Trustee and Company

SECTION 701.   Company to Furnish Trustee Names and
                 Addresses of Holders.........................   69
SECTION 702.   Preservation of Information,
                 Communications to Holders....................   69
SECTION 703.   Reports by Trustee.............................   70
SECTION 704.   Reports by Company.............................   70

                                  ARTICLE EIGHT
              Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801.   Company May Consolidate, Etc., Only
                 on Certain Terms.............................   71
SECTION 802.   Successor Corporation Substituted..............   72

                                  ARTICLE NINE
                             Supplemental Indentures

SECTION 901.   Supplemental Indentures Without
                 Consent of Holders...........................   73
SECTION 902.   Supplemental Indentures with Consent
                 of Holders...................................   74
SECTION 903.   Execution of Supplemental Indentures...........   76
SECTION 904.   Effect of Supplemental Indentures..............   77
SECTION 905.   Conformity with Trust Indenture Act............   77
SECTION 906.   Reference in Securities to
                 Supplemental Indentures......................   77
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                              <C>
                                   ARTICLE TEN
                                    Covenants

SECTION 1001.  Payment of Principal, Premium and
                 Interest.....................................   77
SECTION 1002.  Maintenance of Office or Agency................   77
SECTION 1003.  Money for Security Payments to be
                 Held in Trust................................   78
SECTION 1004.  Payment of Taxes and Other Claims..............   80
SECTION 1005.  Statement as to Compliance.....................   80
SECTION 1006.  Waiver of Certain Covenants....................   81
SECTION 1007.  Additional Sums................................   81
SECTION 1008.  Additional Covenants...........................   82

                                 ARTICLE ELEVEN
                            Redemption of Securities

SECTION 1101.  Applicability of This Article..................   83
SECTION 1102.  Election to Redeem; Notice to Trustee..........   83
SECTION 1103.  Selection of Securities to be
                 Redeemed.....................................   84
SECTION 1104.  Notice of Redemption...........................   84
SECTION 1105.  Deposit of Redemption Price....................   85
SECTION 1106.  Payment of Securities Called for
                 Redemption...................................   85
SECTION 1107.  Company's Right of Redemption..................   86

                                 ARTICLE TWELVE
                                  Sinking Funds

SECTION 1201.  Applicability of Article.......................   88
SECTION 1202.  Satisfaction of Sinking Fund Payments
                 with Securities..............................   88
SECTION 1203.  Redemption of Securities for Sinking
                 Fund.........................................   89

                                ARTICLE THIRTEEN
                           Subordination of Securities

SECTION 1301.  Securities Subordinate to Senior Debt..........   91
SECTION 1302.  Payment Over of Proceeds Upon
                 Dissolution, Etc.............................   91
SECTION 1303.  Prior Payment to Senior Debt Upon
                 Acceleration of Securities...................   93
SECTION 1304.  No Payment When Senior Debt in
                 Default......................................   94
SECTION 1305.  Payment Permitted If No Default................   95
SECTION 1306.  Subrogation to Rights of Holders of
                 Senior Debt..................................   95
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                              <C>
SECTION 1307.  Provisions Solely to Define Relative
                 Rights.......................................   96
SECTION 1308.  Trustee to Effectuate Subordination............   96
SECTION 1309.  No Waiver of Subordination Provisions..........   96
SECTION 1310.  Notice to Trustee..............................   97
SECTION 1311.  Reliance on Judicial Order or
                 Certificate of Liquidating Agent.............   97
SECTION 1312.  Trustee Not Fiduciary for Holders of
                 Senior Debt..................................   98
SECTION 1313.  Rights of Trustee as Holder of Senior
                 Debt; Preservation of Trustee's
                 Rights.......................................   98
SECTION 1314.  Article Applicable to Paying Agents............   98
SECTION 1315.  Certain Conversions or Exchanges
                 Deemed Payment...............................   98
</TABLE>

<TABLE>
<S>            <C>
Annex A  --    Form of Trust Agreement

Annex B  --    Form of Amended and Restated Trust Agreement

Annex C  --    Form of Guarantee Agreement
</TABLE>

                                       v

<PAGE>

                            ITT HARTFORD GROUP, INC.

               Reconciliation and tie between the Trust Indenture Act of 1939
(including cross-references to provisions of Sections 310 to and including 317
which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended
by the Trust Reform Act of 1990, are a part of and govern the Indenture whether
or not physically contained therein) and the Junior Subordinated Indenture,
dated as of February 28, 1996.

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                        Indenture Section
<S>                                                <C>
(S) 310 (a)(1), (2) and (5)....................                 609
        (a)(3).................................      Not Applicable
        (a)(4).................................      Not Applicable
        (b)....................................                 608
        .......................................                 610
        (c)....................................      Not Applicable
(S) 311 (a)....................................              613(a)
        (b)....................................              613(b)
        (b)(2).................................           703(a)(2)
        .......................................           703(a)(2)
(S) 312 (a)....................................                 701
        .......................................               702(a)
        (b)....................................               702(b)
        (c)....................................               702(c)
(S) 313 (a)....................................               703(a)
        (b)....................................               703(b)
        (c)....................................       703(a), 703(b)
        (d)....................................               703(c)
(S) 314 (a)(1), (2) and (3)....................                 704
        (a)(4).................................                1006
        (b)....................................      Not Applicable
        (c)(1).................................                 102
        (c)(2).................................                 102
        (c)(3).................................      Not Applicable
        (d)....................................      Not Applicable
        (e)....................................                 102
        (f)....................................      Not Applicable
(S) 315 (a)....................................               601(a)
        (b)....................................                 602
        .......................................            703(a)(6)
        (c)....................................               601(b)
        (d)....................................               601(c)
        (d)(1).................................            601(a)(1)
        (d)(2).................................            601(c)(2)

        (d)(3).................................            601(c)(3)
        (e)....................................                 514
(S) 316 (a)....................................                 101
        (a)(1)(A)..............................                 512
        (a)(1)(B)..............................                 513
        (a)(2).................................      Not Applicable
        (b)....................................                 508
        (c)....................................               104(f)
(S) 317 (a)(1).................................                 503
        (a)(2).................................                 504
        (b)....................................                1003
(S) 318 (a)....................................                 107
</TABLE>

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Junior Subordinated Indenture.

<PAGE>

                  JUNIOR SUBORDINATED INDENTURE, dated as of October 30, 1996
between ITT HARTFORD GROUP, INC., a Delaware corporation (hereinafter called the
"Company") having its principal office at Hartford Plaza, Hartford, Connecticut
06115, and Wilmington Trust Company, a Delaware banking corporation duly
organized and existing under the laws of the State of Delaware, as Trustee
(hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
junior subordinated debt securities in series (hereinafter called the
"Securities") of substantially the tenor hereinafter provided, including,
without limitation, Securities issued to evidence loans made to the Company of
the proceeds from the issuance from time to time by one or more business trusts
(each a "Hartford Trust", and collectively, the "Hartford Trusts") of preferred
trust interests in such Trusts (the "Preferred Securities") and common interests
in such Trusts (the "Common Securities"), and to provide the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered.

                  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 ONE
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  SECTION 101.      Definitions.

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

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

                  (2)      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;

                  (3)      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 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

                  (4)      The words "herein," "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 Six, are defined in
that Article.

                  "Act" when used with respect to any Holder has the meaning
specified in Section 104.

                  "Additional Interest" means the interest, if any, that shall
accrue on any interest on the Securities of any series that is in arrears for
more than one interest payment period or not paid during any Extension Period,
which in either case shall accrue at the rate per annum specified or determined
as specified in such Security.

                                       2

<PAGE>

                  "Additional Sums" has the meaning specified in Section 1007.

                  "Additional Taxes" means the sum of additional taxes, duties
and other governmental charges to which a Hartford Trust has become subject from
time to time as a result of a Tax Event.

                  "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; provided, however, that an Affiliate
of the Company shall not be deemed to include any Hartford Trust to which
Securities have been issued. 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 614 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 any day other than (i) a Saturday or
Sunday or (ii) a day on which banking institutions in The City of New York are
authorized or required by law or executive order to remain closed or (iii) a day
on which the Corporate Trust Office of the Trustee, or, with respect to the
Securities of a series issued to a Hartford Trust, the principal office of the
Property Trustee under the related Trust Agreement, is closed for business.

                                       3

<PAGE>

                  "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.

                  "Common Securities" has the meaning specified in the first
recital of this Indenture.

                  "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 Chairman and
Chief Executive Officer, 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 at which at any particular time its corporate trust business shall be
administered.

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

                  "Current Value" has the meaning specified in Section 1107.

                  "Debt" means, with respect to any Person, whether recourse is
to all or a portion of the assets of such Person and whether or not contingent,
(i) every obligation of such Person for money borrowed; (ii) every obligation of
such Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business);

                                       4

<PAGE>

(v) every capital lease obligation of such Person; and (vi) every obligation of
the type referred to in clauses (i) through (v) of another Person and all
dividends of another Person the payment of which, in either case, such Person
has guaranteed or is responsible or liable, directly or indirectly, as obligor
or otherwise.

                  "Defaulted Interest" has the meaning specified in Section 307.

                  "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 301 with respect to such series (or any successor thereto).

                  "Discounted Remaining Fixed Amount Payments" has the meaning
specified in Section 1107.

                  "Discounted Swap Equivalent Payments" has the meaning
specified in Section 1107.

                  "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 Five.

                  "Extension Period" has the meaning specified in Section 311.

                  "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 in
Section 204 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 States

                                       5

<PAGE>

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 amended) 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 Guarantee" means the guarantee by the Company of
distributions on the Preferred Securities of a Hartford Trust to the extent
provided in the Guarantee Agreement, substantially in the form attached hereto
as Annex C, or substantially in such form as may be specified as contemplated by
Section 301 with respect to the Securities of any series, in each case as
amended from time to time.

                  "Hartford Trust" has the meaning specified in the first
recital of this Indenture.

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

                  "Junior Subordinated Payment" has the meaning specified in
Section 1302.

                  "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 301.

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

                                       6

<PAGE>

                  "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.

                  "Investment Company Event" means, in respect of a Hartford
Trust, the occurrence of a change in law or regulation or a change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law")
to the effect that such Hartford Trust is or will be considered an "investment
company" that is required to be registered under the 1940 Act, which Change in
1940 Act Law becomes effective on or after the date of original issuance of the
Preferred Securities of such Hartford Trust.

                  "Lien" means any mortgage, pledge, lien, security interest or
other encumbrance.

                  "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.

                  "1940 Act" means the Investment Company Act of 1940, as
amended.

                  "Notice of Default" has the meaning specified in Section
501(3).

                  "Officers' Certificate" means a certificate signed by the
Chairman and Chief Executive Officer, 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.

                  "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 502.

                                       7

<PAGE>

                  "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 306, 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 the Trustee 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 601, the Trustee shall be entitled to accept such Officers' Certificate
as conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

                                       8

<PAGE>

                  "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 301 or
311.

                  "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 306 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" has the meaning specified in the first
recital of this Indenture.

                  "Proceeding" has the meaning specified in Section 1302.

                  "Property Trustee" means, in respect of any Hartford Trust,
the commercial bank or trust company identified as the "Property Trustee" in the
related Trust Agreement, solely in its capacity as Property Trustee of such
Hartford Trust under such Trust Agreement and not in its individual capacity, or
its successor in interest in such capacity, or any successor property trustee
appointed as therein provided.

                  "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 301 with respect to Securities of a series, the
date which is fifteen 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 of the Trustee assigned by the

                                       9

<PAGE>

Trustee from time to time to administer its corporate trust matters.

                  "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 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 305.

                  "Senior Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not such claim for post-petition interest is allowed in such proceeding), on
Debt, whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, it is provided that such obligations are not
superior in right of payment to the Securities or to other Debt which is pari
passu with, or subordinated to, the Securities, provided, however, that Senior
Debt shall not be deemed to include (a) the 7.70% Junior Subordinated Deferrable
Interest Debentures, Series A, Due February 28, 2015, of the Company, (b) any
Debt of the Company which when incurred and without respect to any election
under Section 1111(b) of the Bankruptcy Reform Act of 1978, was without recourse
to the Company, (c) any Debt of the Company to any of its Subsidiaries, (d) Debt
to any employee of the Company, (e) any liability for taxes, (f) Debt or other
monetary obligations to trade creditors

                                       10

<PAGE>

created or assumed by the Company or any of its Subsidiaries in the ordinary
course of business in connection with the obtaining of goods, materials or
services and (g) the Securities.

                  "Special Event" means a Tax Event or an Investment Company
Event.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307.

                  "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.
For purposes of this definition, "voting stock" means stock which has voting
power for the election of directors, whether at all times or only so long as no
senior class of stock has such voting power by reason of any contingency.

                  "Tax Event" means the receipt by a Hartford Trust of an
Opinion of Counsel experienced in such matters to the effect that, as a result
of any amendment to, or change (including any announced prospective change) in,
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation, or as a
result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or such pronouncement or decision is announced on or after the date of
issuance of the Preferred Securities of such Hartford Trust, there is more than
an insubstantial risk that (i) the Hartford Trust is, or will be within 90 days
of the date thereof, subject to United States Federal income tax with respect to
income received or accrued on the corresponding series of Securities, (ii)
interest payable by the Company on the corresponding series of Securities is
not, or within 90 days of the date thereof, will not be, deductible, in whole or
in part, for United States Federal income tax purposes or (iii) the Hartford
Trust is, or will be within 90 days of the date thereof, subject to more than

                                       11

<PAGE>

a de minimis amount of other taxes, duties or other governmental charges.

                  "Trust Agreement" means the Trust Agreement substantially in
the form attached hereto as Annex A, as amended by the form of Amended and
Restated Trust Agreement substantially in the form attached hereto as Annex B,
or substantially in such form as may be specified as contemplated by Section 301
with respect to the Securities of any series, in each case as amended from time
to time.

                  "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 905.

                  "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 102.      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

                                       12

<PAGE>

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 1006) shall include:

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

                           (2)      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;

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

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

                  SECTION 103.      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 certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be

                                       13

<PAGE>

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 104.      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 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 601) 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 the execution
thereof. Where such execution is by a Person acting in other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.

                                       14

<PAGE>

                  (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
Securityholders furnished to the Trustee pursuant to Section 701 prior to such
solicitation. If a record date is fixed, those persons who were Securityholders
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.

                  SECTION 105.      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,

                                       15

<PAGE>

                  (1)      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

                  (2)      the Company by the Trustee or by any Holder shall be
sufficient for every purpose (except as otherwise provided in Section 501
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 106.      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, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

                  SECTION 107.      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.

                                       16

<PAGE>

                  SECTION 108.      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.

                  SECTION 109.      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 110.      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 111.      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 112.      Governing Law.

                  This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.

                  SECTION 113.      Non-Business 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 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, in each case 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

                                       17

<PAGE>

succeeding calendar year, such payment shall be made on the immediately
preceding Business Day.

                                   ARTICLE TWO
                                 SECURITY FORMS

                  SECTION 201. Forms Generally.

                  The Securities of each series and the Trustee's certificate of
authentication shall be in substantially the forms set forth in this Article, or
in such other form or forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case 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 may be required to comply with applicable tax laws or the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is 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 Company
Order contemplated by Section 303 with respect to the authentication and
delivery of such Securities.

                  The Trustee's certificates of authentication shall be
substantially in the form set forth in this Article.

                  The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these methods, if required by any
securities exchange on which the Securities may be listed, on a steel engraved
border or steel engraved borders or may be produced in any other manner
permitted by the rules of any securities exchange on which the Securities may be
listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such securities.

                  SECTION 202. Form of Face of Security.

                  [If the Security is a Global Security, insert -- This Security
is a Global Security within the meaning of the Indenture hereinafter referred to
and is registered in the

                                       18

<PAGE>

name of The Depository Trust Company (the "Depository") or a nominee of the
Depository. This Security is exchangeable for Securities registered in the name
of a person other than the Depository or its nominee only in the limited
circumstances described in the Indenture and no transfer of this Security (other
than a transfer of this Security as a whole by the Depository to a nominee of
the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository) may be registered except in limited circumstances.

                  Unless this Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York) to
ITT Hartford Group, Inc. or its agent for registration of transfer, exchange or
payment, and any Security issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of The Depository Trust
Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.]

                  If the Security is an Original Issue Discount Security, insert
-- This Security was issued with original issue discount for United States
Federal income tax purposes. For further information, please contact [name,
title and address or telephone number of a representative of the Company].

                            ITT HARTFORD GROUP, INC.
                               (Title of Security)

No. __________                                                 $_____________

                  ITT HARTFORD GROUP, INC., a corporation organized and existing
under the laws of Delaware (hereinafter called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to _______________, or registered
assigns, the principal sum of __________________ Dollars on
________________________,[; provided that the Company may (i) change the
maturity date upon the occurrence of an exchange of the Securities for the Trust
Securities subject to certain conditions set forth in Section 314 of the
Indenture, which changed maturity date shall in no case be earlier than, or
later than, and (ii) extend the maturity date subject to certain conditions
specified in Section 314 of the Indenture, which extended maturity date

                                       19

<PAGE>

shall in no case be later than,]. The Company further promises to pay interest
on said principal sum from ______, ___ or from the most recent interest payment
date (each such date, an "Interest Payment Date") on which interest has been
paid or duly provided for, [monthly] [quarterly] [semi-annually] [if applicable,
insert-(subject to deferral as set forth herein)] in arrears on [insert
applicable Interest Payment Dates] of each year, commencing ______, ___, at the
rate of ___% per annum, until the principal hereof shall have become due and
payable, [if applicable, insert- plus Additional Interest, if any,] until the
principal hereof is paid or duly provided for or made available for payment [if
applicable, insert- and on any overdue principal and (without duplication and to
the extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest at the rate of ___% per annum, compounded
[monthly] [quarterly] [annually]. The amount of interest payable for any period
will be computed on the basis of twelve 30-day months and a 360-day year. The
amount of interest payable for any partial period shall be computed on the basis
of the number of days elapsed in a 360-day year of twelve 30-day months. In the
event that any date on which interest is payable on this Security is not a
Business Day, then a payment of the interest payable on such date will be made
on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), 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 the date the payment was originally payable. A "Business Day"
shall mean any day other than a day on which banking institutions in the City of
New York are authorized or required by law or executive order to remain closed
or a day on which the Corporate Trust Office of the Trustee [if applicable,
insert-, or the principal office of the Property Trustee under the Trust
Agreement hereinafter referred to for Hartford Capital __,] is closed for
business. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities, as defined in the Indenture) is registered at the close of business
on the Regular Record Date for such interest installment, which shall be the
[[insert Regular Record Dates] (whether or not a Business Day)] [close of
business on the Business Day] next preceding such Interest Payment Date. Any
such interest installment not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on

                                       20

<PAGE>

such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.

                  [If applicable, insert- The Company shall have the right at
any time during the term of this Security, from time to time, to extend the
interest payment period of such Security for up to __ consecutive [months]
[quarters] with respect to each deferral period (each an "Extension Period"),
during which periods the Company shall have the right to make partial payments
of interest on any Interest Payment Date, and at the end of which the Company
shall pay all interest then accrued and unpaid (together with Additional
Interest thereon to the extent permitted by applicable law); provided that
during any such Extension Period, the Company will not, and will not permit any
Subsidiary of the Company to (i) declare or pay any dividends or distributions
or redeem, purchase, acquire or make a liquidation payment with respect to, any
of the Company's outstanding capital stock or (ii) make any payment of
principal, interest or premium, if any, on or repay, repurchase or redeem any
debt security that ranks pari passu with or junior in interest to this Security
or make any guarantee payments with respect to the foregoing (other than (a)
dividends or distributions in common stock of the Company, (b) redemptions or
purchases of any rights pursuant to the Company's Rights Plan, or any successor
to such Rights Plan, and the declaration of a dividend of such rights in the
future, and (c) payments under any Hartford Guarantee (as defined in the
Indenture)). Prior to the termination of any such Extension Period, the Company
may further extend the interest payment period, provided that such Extension
Period together with all such previous and further extensions of such Extension
Period, shall not exceed __ consecutive [months] [quarters] or extend beyond the
Maturity of this Security. Upon the termination of any such Extension Period and
upon the payment of all accrued and unpaid interest and any Additional Interest
then due, the Company may select a new Extension Period, subject to the above
requirements. No interest shall be due and

                                       21

<PAGE>

payable during an Extension Period except at the end thereof. The Company shall
give the Holder of this Security and the Trustee notice of its selection of an
Extension Period at least one Business Day prior to the Interest Payment Date
[if applicable, insert- the earlier of (i) the date the Distributions on the
Preferred Securities are payable or (ii) the date the Administrative Trustees
are required to give notice to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities of the
record date or the date such Distributions are payable, but in any event not
less than one Business Day prior to such record date.

                  Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in the United States, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts [if applicable, insert-; provided, however, that at the
option of the Company payment of interest may be made (i) by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Securities Register or (ii) by wire transfer in immediately available funds at
such place and to such account as may be designated by the Person entitled
thereto as specified in the Securities Register].

                  The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinate and subject in right of payments to the
prior payment in full of all Senior Debt, and this Security is issued subject to
the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
actions as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the
acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Debt, whether now outstanding or hereafter incurred,
and waives reliance by each such holder upon said provisions.

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                                       22

<PAGE>

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

Dated:

                                    ITT HARTFORD GROUP, INC.

                                    By:__________________________
                                       [Chairman and Chief Executive
                                       Officer, President or Vice President]

Attest:

__________________________________
[Secretary or Assistant Secretary]

                                       23

<PAGE>

                  SECTION 203. Form of Reverse of Security.

                  This Security is one of a duly authorized issue of securities
of the Company, (herein called the "Securities"), issued and to be issued in one
or more series under a Junior Subordinated Indenture, dated as of October 30,
1996 (herein called the "Indenture"), between the Company and Wilmington Trust
Company, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Trustee,
the Company and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof[, limited in aggregate principal
amount to $ _____________].

                  All terms used in this Security that are defined in the
Indenture [if applicable, insert- or in the Trust Agreement, dated _________,
1996, as amended (the "Trust Agreement"), among ITT Hartford Group, Inc. as
Depositor, and the Trustees named therein, for Hartford Capital __,] shall have
the meanings assigned to them in the Indenture [if applicable, insert- or the
Trust Agreement, as the case may be].

                  [If applicable, insert- The Company may, at its option,
subject to the terms and conditions of Article Eleven of the Indenture, redeem
this Security on any Interest Payment date with respect thereto in whole at any
time or in part from time to time, without premium or penalty, at a redemption
price equal to the accrued and unpaid interest [if applicable, insert-,
including Additional Interest, if any,] to the date fixed for redemption, plus
the greater of (a) the principal amount thereof and (b) an amount equal to [for
Securities bearing interest at a fixed rate: the Discounted Remaining Fixed
Amount Payments] [for Securities bearing interest determined by a floating rate:
the Discounted Swap Equivalent Payments].

                  [If applicable, insert- If a Special Event in respect of a
Hartford Trust shall occur and be continuing, the Company may, at its option,
redeem the corresponding series of Securities on any Interest Payment Date
falling within 90 days of the occurrence of such Special Event, in

                                       24

<PAGE>

whole but not in part, subject to the provisions of Section 1107 and the other
provisions of Article Eleven of the Indenture. The redemption price for any
Security so redeemed shall be equal to 100% of the principal amount thereof plus
accrued and unpaid interest, including Additional Interest, if any, to the date
fixed for redemption.]

                  In the event of redemption of this Security in part only, a
new Security or Securities of this series for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.

                  [If the Security is not an Original Issue Discount Security, -
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner, with the effect and subject to the conditions
provided in the Indenture.]

                  [If the Security is an Original Issue Discount Security, - If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture. Such amounts shall be equal to - insert
formula for determining the amount. Upon payment (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and interest, if any, on the Securities of this
series shall terminate.]

                  The Indenture contains provisions for satisfaction, discharge
and defeasance at any time of the entire indebtedness of this Security upon
compliance by the Company with certain conditions set forth in the Indenture.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities of each series at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting Holders of

                                       25

<PAGE>

specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Securities Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained under Section 1002 of
the Indenture duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees. No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

                  The Securities of this series are issuable only in registered
form without coupons in denominations of $____ and any integral multiple
thereof. As provided in the

                                       26

<PAGE>

Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of Securities
of such series of a different authorized denomination, as requested by the
Holder surrendering the same.

                  [If applicable, insert- The Company and, by its acceptance of
this Security or a beneficial interest therein, the Holder of, and any Person
that acquires a beneficial interest in, this Security agree that for United
States Federal, state and local tax purposes it is intended that this Security
constitute indebtedness.]

                  THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES THEREOF.

                  SECTION 204. Additional Provisions Required in Global
                               Security.

                  Any Global Security issued hereunder shall, in addition to the
provisions contained in Sections 202 and 203 bear a legend in substantially the
following form:

                  "This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee of a Depositary. This Security is exchangeable for Securities
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary."

                  SECTION 205. Form of Trustee's Certificate of Authentication.

                  This is one of the Securities referred to in the within
mentioned Indenture.
                           __________________________
                           as Trustee

                           By: ____________________
                               Authorized Officer

                                       27

<PAGE>

                                  ARTICLE THREE
                                 THE SECURITIES

                  SECTION 301. Title and Terms.

                  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 304, 305, 306, 906 or 1106); 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;

         (d)      the rate or rates, if any, at which the Securities of such
series shall bear interest, if any, the rate or rates and extent to which
Additional Interest, if any, shall be payable in respect of any Securities of
such series, the Interest Payment Dates on which such interest shall be payable,
the right, pursuant to Section 311 or as otherwise set forth therein, of the
Company to defer or extend an Interest Payment Date, 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

                                       28

<PAGE>

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;

         (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 $25 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

                                       29

<PAGE>

form, registrable or not registrable as to principal, and with or without
interest coupons;

         (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, as amended;

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

         (q)      the terms of any right to convert or exchange Securities of
such series into any other securities or property of the Company, and the
additions or changes, if any, to this Indenture with respect to the Securities
of such series to permit or facilitate such conversion or exchange;

         (r)      the form or forms of the Trust Agreement, Amended and Restated
Trust Agreement and Guarantee Agreement, if different from the forms attached
hereto as Annexes A, B and C, respectively;

         (s)      the relative degree, if any, to which the Securities of the
series shall be senior to or be subordinated to other series of Securities in
right of payment, whether such other series of Securities are Outstanding or
not; and

         (t)      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

                                       30

<PAGE>

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 302. Denominations.

                  The Securities of each series shall be in registered form
without coupons and shall be issuable in denominations of $25 and any integral
multiple thereof, unless otherwise specified as contemplated by Section 301.

                  SECTION 303. 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 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 oral instructions of the Company or a
duly authorized agent, which instructions shall be promptly confirmed in
writing.

                  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:

                                       31

<PAGE>

         (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 or prohibit

                                       32

<PAGE>

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.

                  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 officers, 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 304. 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

                                       33

<PAGE>

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.

                  SECTION 305. 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

                                       34

<PAGE>

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 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 305 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 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 business
15 days before the day of selection for redemption of Securities pursuant to
Article Eleven 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.

                                       35

<PAGE>

                  SECTION 306. 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 shall 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 bona fide purchaser, 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.

                  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.

                                       36

<PAGE>

                  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 307. 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 301 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 (1) or (2) below:

         (1)      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 payment, such money when deposited to be held

                                       37

<PAGE>

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 Borough of Manhattan, The City of New York, 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 (2).

         (2)      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.

                                       38

<PAGE>

                  SECTION 308. 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 307) 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 309. 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 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 by the Trustee and the Trustee shall deliver to
the Company a certificate of such destruction.

                  SECTION 310. Computation of Interest.

                  Except as otherwise specified as contemplated by Section 301
for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months and interest on
the Securities of each series for any partial period shall be computed on the
basis of the number of days elapsed in a 360-day year of twelve 30-day months.

                  SECTION 311. Deferrals of Interest Payment Dates.

                  If specified as contemplated by Section 301 with respect to
the Securities of a particular series, the Company shall have the right, at any
time during the term of such series, from time to time to extend the interest

                                       39

<PAGE>

payment period for such Securities for such period or periods as may be
specified as contemplated by Section 301 (each, an "Extension Period") during
which periods the Company shall have the right to make partial payments of
interest on any Interest Payment Date, and at the end of such Extension Period
the Company shall pay all interest then accrued and unpaid thereon (together
with Additional Interest thereon, if any, at the rate specified for the
Securities of such series to the extent permitted by applicable law), provided,
however, that during any such Extension Period, the Company shall not, and shall
cause any Subsidiary not to, (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire or make a liquidation payment with respect to,
any of the Company's capital stock, or (ii) make any payment of principal,
interest or premium, if any, on or repay, repurchase or redeem any debt
securities that rank pari passu with or junior in interest to the Securities of
such series or make any guarantee payments with respect to the foregoing (other
than (a) dividends or distributions in common stock of the Company (b)
redemptions or purchases of any rights pursuant to the Company's Rights Plan, or
any successor to such Rights Plan, and the declaration of a dividend of such
rights in the future, and (c) payments under any Hartford Guarantee). Prior to
the termination of any such Extension Period, the Company may further extend the
interest payment period, provided that such Extension Period together with all
such previous and further extensions of such Extension Period shall not exceed
the period or periods so specified or extend beyond the Maturity of such
Securities. Upon termination of any Extension Period and upon the payment of all
accrued and unpaid interest and any Additional Interest then due, the Company
may select a new Extension Period, subject to the above requirements. No
interest shall be due and payable during an Extension Period, except at the end
thereof. The Company shall give the Holders of the Securities of such series and
the Trustee notice of its selection of such Extension Period at least one
Business Day prior to the Interest Payment Date or, with respect to the
Securities of a series issued to a Hartford Trust, prior to the earlier of (i)
the date the Distributions on the Preferred Securities of such Hartford Trust
are payable or (ii) the date the Administrative Trustees of such Hartford Trust
are required to give notice to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities of the
record date or the date such Distributions are payable, but in any event not
less than one Business Day prior to such record date.

                                       40

<PAGE>

                  The Trustee shall promptly give notice of the Company's
selection of such Extension Period to the Holders of the outstanding Securities
of such series.

                  SECTION 312. Right of Set-Off.

                  With respect to the Securities of a series issued to a
Hartford Trust, notwithstanding anything to the contrary in the Indenture, the
Company shall have the right to set-off any payment it is otherwise required to
make thereunder in respect of any such Security to the extent the Company has
theretofore made, or is concurrently on the date of such payment making, a
payment under the Hartford Guarantee relating to such Security or a payment to
any holder of a corresponding series of Preferred Securities in connection with
a suit instituted pursuant to Section 508.

                  SECTION 313. Agreed Tax Treatment.

                  Each Security issued hereunder shall provide that the Company
and, by its acceptance of a Security or a beneficial interest therein, the
Holder of, and any Person that acquires a beneficial interest in, such Security
agree that for United States Federal, state and local tax purposes it is
intended that such Security constitute indebtedness.

                  SECTION 314. Extension of Stated Maturity; Adjustment of
                               Stated Maturity Upon an Exchange.

                  If specified as contemplated by Section 202 with respect to
the Securities of a particular series, the Company shall have the right to (a)
change the Maturity Date of the Securities of such series upon the liquidation
of a Hartford Trust and the exchange of such Securities for the Preferred
Securities of such Hartford Trust and (b) extend the Stated Maturity for the
Securities of such series; provided, that at the time any election to extend the
Maturity Date is made and at the time of such extension, (i) the Company is not
in bankruptcy, otherwise insolvent or in liquidation, (ii) the Company is not in
default in the payment of any interest or principal on the Securities of such
series and no deferred interest payments thereon have accrued, (iii) the
applicable Hartford Trust is not in arrears on payments of Distributions on its
Preferred Securities and no deferred Distributions thereon are accumulated, (iv)
the Securities are rated not less than BBB- by Standard & Poor's Ratings
Services or Baa3 by Moody's Investors Service, Inc. or the equivalent by any
other

                                       41

<PAGE>

nationally recognized statistical rating organization and (v) the extended
Stated Maturity is no later than the 49th anniversary of the initial issuance of
the Preferred Securities of the applicable Hartford Trust; provided, further,
that, if the Company exercises its right to liquidate the Hartford Trust and
exchange the Securities of such series for the Preferred Securities of such
Hartford Trust as specified in clause (a) above, any changed Stated Maturity of
the Securities of such series shall be no earlier than the date that is five
years after the issuance of the Preferred Securities and no later than the date
30 years (plus an extended term of up to an additional 19 years if the
above-referenced conditions are satisfied) after the date of the initial
issuance of the Preferred Securities of the applicable Hartford Trust.

                  SECTION 315. 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.

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

                  SECTION 401. 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, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                                       42

<PAGE>

         (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 306 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 1003) 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 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 (including any
         Additional 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; and

         (3)      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 this Indenture
have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 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 402 and the last
paragraph of Section 1003 shall survive.

                                       43

<PAGE>

                  SECTION 402. Application of Trust Money.

                  Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401 or money or
Government Obligations deposited with the Trustee pursuant to Section 403, or
received by the Trustee in respect of Government Obligations deposited with the
Trustee pursuant to Section 403, 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 403. Satisfaction, Discharge and Defeasance of
                               Securities of Any Series.

                  Unless otherwise provided in the Board Resolution adopted
pursuant to Section 301 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 execute proper instruments acknowledging
satisfaction and discharge of such indebtedness, when

         (1)      with respect to all Outstanding Securities of such series,

         (A)      the Company has irrevocably deposited or caused to be
irrevocably deposited with the Trustee as trust funds in trust for such purpose
an amount sufficient to pay and discharge the entire indebtedness on all
Outstanding Securities of such series for principal (and premium, if any) and
interest (including any Additional Interest) to the Stated Maturity or any
Redemption Date as contemplated by the penultimate paragraph of this Section
403, as the case may be; or

         (B)      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

                                       44

<PAGE>

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 (including any Additional Interest) to the Stated
Maturity or any Redemption Date as contemplated by the penultimate paragraph of
this Section 403, as the case may be; and

         (2)      the Company has paid or caused to be paid all other sums
payable with respect to the Outstanding Securities of such series; and

         (3)      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.

                  Any deposits with the Trustee referred to in Section 403(i)
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.

                  Upon the satisfaction of the conditions set forth in this
Section 403 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

                                       45

<PAGE>

definition thereof if such obligations continue to be valid obligations of the
Company under applicable law.

                                  ARTICLE FIVE
                                    REMEDIES

                  SECTION 501. 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):

                  (1)      default in the payment of any interest upon any
         Security of that series, including any Additional Interest in respect
         thereof, when it becomes due and payable, and continuance of such
         default for a period of 30 days (subject to the deferral of any due
         date in the case of an Extension Period); or

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

                  (3)      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; or

                  (4)      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,

                                       46

<PAGE>

         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; or

                  (5)      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; or

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

                  SECTION 502. 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),
provided that, in the case of the Securities of a series issued to a Hartford
Trust, if upon an Event of Default, the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of that series fail to
declare the principal of all the Securities of that series to be immediately due
and payable, the holders of at least 25% in aggregate liquidation amount of the
corresponding series of Preferred Securities then outstanding shall have such
right

                                       47

<PAGE>

by a notice in writing to the Company and the Trustee; and upon any such
declaration such principal amount (or specified amount) of and the accrued
interest (including any Additional Interest) on all the Securities of such
series shall become immediately due and payable, provided that the payment of
principal and interest (including any Additional Interest) on such Securities
shall remain subordinated to the extent provided in Article Thirteen.

                  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, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:

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

                  (A)      all overdue installments of interest (including any
Additional Interest) on all Securities of that series,

                  (B)      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,

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

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

                  (2)      all Events of Default with respect to Securities of
that series, other than the non-payment 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 513.

                  No such rescission shall affect any subsequent default or
impair any right consequent thereon.

                                       48

<PAGE>

         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 502.

                  SECTION 503. Collection of Indebtedness and Suits for
                               Enforcement by Trustee.

                  The Company covenants that if:

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

                  (2)      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 any Additional
Interest), including, to the extent that

                                       49

<PAGE>

payment of such interest shall be lawful, interest on any overdue principal (and
premium if any) and on any overdue installments of interest (including any
Additional Interest) at the rate borne by the Securities; and, in addition
thereto, all amounts owing the Trustee under Section 607.

                  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 504. 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 (including any
         Additional 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
                  (including any Additional Interest) owing

                                       50

<PAGE>

                  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 Act in order to have the claims of the Holders and
                  any predecessor to the Trustee under Section 607 and of the
                  Holders allowed in any such judicial proceedings; and

                                    (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 506; 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
         506, 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 607.

                  Nothing herein contained shall be deemed to authorize 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 the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

                  SECTION 505. 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 607, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

                                       51

<PAGE>

                  SECTION 506. 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 (including any Additional 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 607;

                  SECOND: To the payment of the amounts then due and unpaid upon
such series of Securities for principal (and premium, if any) and interest
(including any Additional Interest), in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such series of Securities
for principal (and premium, if any) and interest (including any Additional
Interest), respectively; and

                  THIRD: The balance, if any, to the Person or Persons entitled
thereto.

                  SECTION 507. 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:

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

                  (2)      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;

                                       52

<PAGE>

                  (3)      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;

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

                  (5)      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 508. 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 307) interest (including any Additional 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. In the case of Securities of a
series issued to a Hartford Trust, any holder of the corresponding series of
Preferred Securities shall have the right upon the occurrence of an Event of
Default described in Section 501(1) or 501(2) hereof, to institute a suit
directly against the Company for enforcement of payment to such Holder of
principal of (premium, if any) and (subject to Section 307) interest (including
any Additional Interest) on the Securities having a principal amount equal to
the aggregate liquidation preference of the Preferred Securities of the
corresponding series held by such Holder.

                                       53

<PAGE>

                  SECTION 509. 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 510. Rights and Remedies Cumulative.

                  Except as otherwise provided in the last paragraph of Section
306, 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 511. Delay or Omission Not Waiver.

                  Except as otherwise provided in the last paragraph of Section
306, 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 512. 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

                                       54

<PAGE>

exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that:

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

                  (2)      the Trustee may take any other action deemed proper
         by the Trustee which is not inconsistent with such direction, and

                  (3)      subject to the provisions of Section 601, 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 512.

                  SECTION 513. 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

                                       55

<PAGE>

series waive any past default hereunder with respect to such series and its
consequences, except a default:

                  (1)      in the payment of the principal of (or premium, if
         any) or interest (including any Additional Interest) on any Security of
         such series, or

                  (2)      in respect of a covenant or provision hereof which
         under Article Nine 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.

                  SECTION 514. Undertaking for Costs.

                  All parties to this Indenture agree, and each Holder of any
Security by his 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, 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 (including any
Additional Interest) on any Security on or after the respective Stated
Maturities expressed in such Security.

                  SECTION 515. 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

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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 SIX
                                   THE TRUSTEE

                  SECTION 601. Certain Duties and Responsibilities.

                  (a)      Except during the continuance of an Event of Default,

                  (1)      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

                  (2)      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 Indenture.

                  (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 person would exercise or use under the circumstances in
the conduct of his 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 willful misconduct except that

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<PAGE>

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

                  (2)      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

                  (3)      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 512 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, if there shall be reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.

                  (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 602. Notice of Defaults.

                  Within 90 days after actual knowledge by a Responsible Officer
of the Trustee 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 (including any Additional 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 Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of Securities

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<PAGE>

of such series; and provided, further, that, in the case of any default of the
character specified in Section 501(3), 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 603. Certain Rights of Trustee.

                  Subject to the provisions of Section 601:

                  (a)      the Trustee may 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, 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 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;

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<PAGE>

                  (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 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; and

                  (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.

                  SECTION 604. 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. The Trustee shall not be accountable for the use
or application by the Company of the Securities or the proceeds thereof.

                  SECTION 605. May Hold Securities.

                  The Trustee, 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 608 and 613, 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 606. 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 with the Company.

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<PAGE>

                  SECTION 607. Compensation and Reimbursement.

                  The Company agrees

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

                  (2)      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

                  (3)      to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense (including the reasonable compensation
and the expenses and disbursements of its agents and counsel) 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. This indemnification shall survive the termination of this
Agreement.

                  To secure the Company's payment obligations in this Section,
the Company and the Holders agree that the Trustee shall have a lien prior to
the Securities on all money or property held or collected by the Trustee. Such
lien shall survive the satisfaction and discharge of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 501(4) or (5) 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.

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<PAGE>

                  SECTION 608. Disqualification; Conflicting Interests.

                  The Trustee for the Securities of any series issued hereunder
shall be subject to the provisions of Section 310(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 310(b) of the
Trust Indenture Act.

                  SECTION 609. 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 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

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<PAGE>

under common control with the Company shall serve as Trustee for the Securities
of any series issued hereunder.

                  SECTION 610. 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 611.

                  (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.

                  (d)      If at any time:

                  (1)      the Trustee shall fail to comply with Section 608
         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

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

                  (3)      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, (i) the Company by Board Resolution may remove the
Trustee, or (ii) subject to Section 514, any

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<PAGE>

Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself 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 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, 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 514, on behalf of
himself 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 Trustee with respect to the Securities of any
series by mailing written notice of such event by first-class 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 611. 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

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<PAGE>

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; 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 (1) 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, (2) 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 (3) 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

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<PAGE>

successor Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such 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 612. 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 613. 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

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<PAGE>

of the Trust Indenture Act regarding the collection of claims against the
Company (or any such other obligor).

                  SECTION 614.    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 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

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<PAGE>

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 106 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 Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

                  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:

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<PAGE>

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

                           ______________________________

                           ______________________________
                           As Trustee

                           By:  _________________________
                                As Authenticating Agent

                           By:  _________________________
                                Authorized Officer

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION 701. Company to Furnish Trustee Names and Addresses of
                               Holders.

                  The Company will furnish or cause to be furnished to the
Trustee.

                  (a)      semi-annually, not more than 15 days after February
15 and August 15, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders as of such February 1 and August 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, excluding from any such list names and addresses
received by the Trustee in its capacity as Securities Registrar.

                  SECTION 702. 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 701 and the
names and addresses of Holders received by the Trustee in its capacity as
Securities Registrar. The Trustee may destroy any list

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<PAGE>

furnished to it as provided in Section 701 upon receipt of a new list so
furnished.

                  (b)      The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or under the
Securities, and the corresponding rights and privileges of the Trustee, shall be
as provided in the Trust Indenture Act.

                  (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 703. 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)      Reports so required to be transmitted at stated
intervals of not more than 12 months shall be transmitted no later than July 15
in each calendar year, commencing with the first July 15 after the first
issuance of Securities under this Indenture.

                  (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
notify the Trustee whenever the Securities are listed on any stock exchange.

                  SECTION 704. 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. Not-

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<PAGE>

withstanding 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 314(a).

                                  ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION 801. 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:

                  (1)      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 (including any Additional 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;

                  (2)      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;

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                  (3)      in the case of the Securities of a series issued to a
Hartford Trust, such consolidation, merger, conveyance, transfer or lease is
permitted under the related Trust Agreement and Hartford Guarantee and does not
give rise to any breach or violation of the related Trust Agreement or Hartford
Guarantee; and

                  (4)      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 601, may rely upon such Officers' Certificate and opinion of Counsel
as conclusive evidence that such transaction complies with this Section 801.

                  SECTION 802. Successor Corporation Substituted.

                  Upon any consolidation or merger by the Company with or into
any other corporation, or any conveyance, transfer or lease by the Company of
its properties and assets substantially as an entirety to any Person in
accordance with Section 801, 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

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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 NINE
                             SUPPLEMENTAL INDENTURES

                  SECTION 901. 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:

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

                  (2)      to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee or to surrender any right or power herein
conferred upon the Company; or

                  (3)      to establish the form or terms of Securities of any
series as permitted by Sections 201 or 301; or

                  (4)      to add to the covenants of the Company for the
benefit of the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities, 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; or

                  (5)      to add any additional Events of Default; or

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                  (6)      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; or

                  (7)      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 that such action pursuant to this clause (7) shall not
materially adversely affect the interest of the Holders of Securities of any
series or, in the case of the Securities of a series issued to a Hartford Trust
and for so long as any of the corresponding series of Preferred Securities shall
remain outstanding, the holders of such Preferred Securities; or

                  (8)      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 611(b); or

                  (9)      to comply with the requirements of the Commission in
order to effect or maintain the qualification of this Indenture under the Trust
Indenture Act.

                  SECTION 902. 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

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indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

         (1)      except to the extent permitted by Section 311 or as otherwise
specified as contemplated by Section 301 with respect to the extension of the
interest payment period of the Securities of any series, change the Stated
Maturity of the principal of, or any instalment of interest (including any
Additional Interest) on, any Security, or reduce the principal amount thereof or
the rate of interest thereon or reduce 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 502, or change the place of payment where,
or the coin or currency in which, any Security or 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 (or, in the case of redemption, on or after
the date fixed for redemption thereof), or

         (2)      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

         (3)      modify any of the provisions of this Section, Section 513 or
Section 1006, 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; or

         (4)      modify the provisions in Article Thirteen of this Indenture
with respect to the subordination of Outstanding Securities of any series in a
manner adverse to the Holders thereof; provided that, in the case of the
Securities of a series issued to a Hartford Trust, so long as any of the
corresponding series of Preferred Securities remains outstanding, no such
amendment shall be made that adversely affects the holders of such Preferred
Securities, and no termination of this Indenture shall occur, and no waiver of

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any Event of Default or compliance with any covenant under this Indenture shall
be effective, without the prior consent of the holders of at least a majority of
the aggregate liquidation preference of such Preferred Securities then
outstanding unless and until the principal (and premium, if any) of the
Securities of such series and all accrued and unpaid interest (including any
Additional Interest) thereon have been paid in full; and provided further that
in the case of the Securities of a series issued to a Hartford Trust, so long as
any of the corresponding series of Preferred Securities remain outstanding, no
amendment shall be made to Section 508 of this Indenture without the prior
consent of the holders of each Preferred Security then outstanding unless and
until the principal (and premium, if any) of the Securities of such series and
all accrued and (subject to Section 307) unpaid interest (including any
Additional Interest) thereon have been paid in full.

                  A supplemental indenture that changes or eliminates any
covenant or other provision of this Indenture that 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 903. 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 601) 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.

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                  SECTION 904. 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 905. 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 906. 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 TEN
                                    COVENANTS

                  SECTION 1001. 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 1002. 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

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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.

                  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 1003. 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

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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:

                  (1)      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;

                  (2)      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;

                  (3)      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; and

                  (4)      comply with the provisions of the Trust Indenture Act
applicable to it as a 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 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

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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 Borough of Manhattan, The City of New York,
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 1004. 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, (1) 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 (2) 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 1005. Statement as to Compliance.

                  The Company shall deliver to the Trustee, within 120 days
after the end of each calendar year of the Company ending after the date hereof,
an Officers' Certificate 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 have knowledge. For the purpose of this Section
1005, compliance shall be determined without regard to any grace period or
requirement of notice provided pursuant to the terms of this Indenture.

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                  SECTION 1006. Waiver of Certain Covenants.

                  The Company may omit in any particular instance to comply with
any covenant or condition set forth in Section 1004 or as specified as
contemplated by Section 301 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 1007. Additional Sums.

                  In the case of the Securities of a series issued to a Hartford
Trust, except as otherwise specified as contemplated by Section 301, in the
event that (i) a Hartford Trust is the Holder of all of the Outstanding
Securities of such series, (ii) a Tax Event in respect of such Hartford Trust
shall have occurred and be continuing and (iii) the Company shall not have (i)
redeemed the Securities of such series pursuant to Section 1107(b) or (ii)
terminated such Hartford Trust pursuant to section 902(b) of the related Trust
Agreement, the Company shall pay to such Hartford Trust (and its permitted
successors or assigns under the related Trust Agreement) for so long as such
Hartford Trust (or its permitted successor or assignee) is the registered holder
of any Securities of such series, such additional amounts as may be necessary in
order that the amount of distributions (including any Additional Amounts (as
defined in the Trust Agreement)) then due and payable by such Hartford Trust on
the related Preferred Securities and Common Securities that at any time remain
outstanding in accordance with the terms thereof shall not be reduced as a
result of any Additional Taxes (the "Additional Sums"); provided that, if this
Indenture has not been qualified under the Trust Indenture Act, the Company
shall be required to pay such Additional Sums until this Indenture is so
qualified. Whenever in this Indenture or the Securities there is a reference in
any context to the payment of principal of or interest on the Securities, such
mention shall be deemed to include mention of the payments of the Additional
Sums provided for in this paragraph to the extent that, in such context,
Additional Sums are, were or

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would be payable in respect thereof pursuant to the provisions of this paragraph
and express mention of the payment of Additional Sums (if applicable) in any
provisions hereof shall not be construed as excluding Additional Sums in those
provisions hereof where such express mention is not made, provided, however,
that the extension of an interest payment period pursuant to Section 311 or the
Securities shall not extend the payment of any Additional Sums that may be due
and payable during such interest payment period.

                  SECTION 1008. Additional Covenants.

                  The Company covenants and agrees with each Holder of
Securities of a series issued to a Hartford Trust that it will not, and it will
not permit any Subsidiary of the Company to, (a) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any shares of the Company's capital stock, or (b) make any
payment of principal, interest or premium, if any, on or repay, repurchase or
redeem any debt securities that rank pari passu with or junior to the Securities
of such series or make any guarantee payments with respect to the foregoing
(other than (a) dividends or distributions in common stock of the Company, (b)
redemptions or purchases of any rights pursuant to the Company's Rights Plan, or
any successor to such Rights Plan, and the declaration of a dividend of such
rights in the future, and (c) payments under any Hartford Guarantee) if at such
time (i) there shall have occurred any event of which the Company has actual
knowledge that (a) with the giving of notice or the lapse of time or both, would
constitute an Event of Default hereunder and (b) in respect of which the Company
shall not have taken reasonable steps to cure, (ii) the Company shall be in
default with respect to its payment of any obligations under the related
Hartford Guarantee or (iii) the Company shall have given notice of its selection
of an Extension Period as provided herein and shall not have rescinded such
notice, or such period, or any extension thereof, shall be continuing.

                  The Company also covenants with each Holder of Securities of a
series issued to a Hartford Trust (i) to maintain directly or indirectly 100%
ownership of the Common Securities of such Hartford Trust; provided, however,
that any permitted successor of the Company hereunder may succeed to the
Company's ownership of such Common Securities, (ii) not to voluntarily
terminate, wind-up or liquidate such Hartford Trust, except (a) in connection
with a distribution of the Securities of such series to the holders of Preferred

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Securities in liquidation of such Hartford Trust or (b) in connection with
certain mergers, consolidations or amalgamations permitted by the related Trust
Agreement and (iii) to use its reasonable efforts, consistent with the terms and
provisions of such Trust Agreement, to cause such Hartford Trust to remain a
business trust and not to be classified as an association taxable as a
corporation for United States federal income tax purposes.

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

                  SECTION 1101. 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 $25 or, in the case of the Securities
of a series issued to a Hartford Trust, $25, or integral multiples thereof.

                  SECTION 1102. 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 of less than all of the Securities of any particular
series and having the same terms, the Company shall, not less than 30 nor more
than 60 days prior to the date fixed for redemption (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee 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, the Company shall furnish
the Trustee with an Officers' Certificate and an Opinion of Counsel evidencing
compliance with such restriction.

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                  SECTION 1103. 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 1104. Notice of Redemption.

                  Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not later than the thirtieth day, and not earlier than
the sixtieth 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 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

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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

                  (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
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 1105. Deposit of Redemption Price.

                  Prior to the redemption date specified in the notice of
redemption given as provided in Section 1104, 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 1106. Payment of Securities Called for Redemption.

                  If any notice of redemption has been given as provided in
Section 1104, 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

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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.

                  SECTION 1107. Company's Right of Redemption.

                  (a)      Unless otherwise specified as contemplated by Section
301 with respect to the Securities of a particular series and notwithstanding
any additional redemption rights that may be so specified, the Company may, at
its option, redeem the Securities of any series on any Interest Payment Date
with respect thereto after their date of issuance in whole at any time or in
part from time to time, subject to the provisions of this clause (a) and the
other provisions of this Article Eleven. Unless otherwise specified as
contemplated by Section 301 with respect to the Securities of a particular
series, the redemption price for any Security so redeemed pursuant to this
clause (a) shall equal any accrued and unpaid interest, including any Additional
Interest, to the date fixed for redemption, plus the greater of (a) the
principal amount thereof and (b) an amount equal to (i) in respect of the
Securities of any series bearing interest at a fixed rate, the Discounted
Remaining Fixed Amount Payments or (ii) in respect of the Securities of any
series bearing interest determined by reference to a floating rate, the
Discounted Swap Equivalent Payments. The Company shall not redeem the Securities
in part unless all accrued and unpaid interest (including any Additional
Interest) has been paid in full on all Securities Outstanding for all interest
periods terminating on or prior to the date fixed for redemption. For purposes
of this clause (a), the following terms shall have the meanings set forth below:

                  "Discounted Remaining Fixed Amount Payments" means, in respect
of a Security of any series bearing interest at a fixed rate, an amount equal to
the sum of the Current Values of the amounts of interest and principal that
would have been payable by the Company pursuant to the terms of such Security on
each Interest Payment Date after the date fixed for redemption pursuant to this
Section 1107 and at the Stated Maturity of the final payment of principal
thereof (taking into account any required sinking fund payments but otherwise
assuming that the Company had not redeemed such Security prior to such Stated
Maturity).

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                  "Current Value" means, in respect of any amount, the present
value of that amount on the date fixed for redemption pursuant to this Section
1107 after discounting that amount on a basis corresponding to the interest
period of the Securities to be redeemed from the originally scheduled date for
payment on the basis of the Treasury Rate, all computed in accordance with
generally accepted financial practice.

                  "Treasury Rate" means a per annum rate (expressed as a decimal
and, in the case of United States Treasury bills, converted to a per annum
yield) determined on the date fixed for redemption pursuant to this Section 1107
to be the per annum rate equal to the semiannual bond equivalent yield to
maturity adjusted, in the case of Securities having monthly or quarterly
Interest Payment Dates, to reflect monthly or quarterly compounding in
accordance with generally accepted financial practice for United States Treasury
securities maturing at the Stated Maturity of the final payment of principal of
any series of Securities redeemed pursuant to this Section 1107, as determined
(i) by reference to the weekly average yield to maturity for United States
Treasury securities maturing on such Stated Maturity as reported in the most
recent Statistical Release H.15(519) of the Board of Governors of the Federal
Reserve, or (ii) if no such weekly average yield is so reported, by
interpolation between the most recent weekly average yields to maturity for two
series of United States Treasury securities, (a) one maturing as close as
possible to, but earlier than, such Stated Maturity and (b) the other maturing
as close as possible to, but later than, such Stated Maturity, in each case as
published in the most recent Statistical Release H.15(519) of the Board of
Governors of the Federal Reserve.

                  (b)      In the case of the Securities of a series issued to a
Hartford Trust, except as otherwise specified as contemplated by Section 301, if
a Special Event in respect of such Hartford Trust shall occur and be continuing,
the Company may, at its option, redeem the Securities of such series on any
Interest Payment Date falling within 90 days of the occurrence of such Special
Event, in whole but not in part, subject to the provisions of this clause (b)
and the other provisions of this Article Eleven. The redemption price for any
Security so redeemed pursuant to this clause (b) shall be equal to 100% of the
principal amount of such Securities then Outstanding plus accrued and unpaid
interest, including any Additional Interest, to the date fixed for redemption.

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                                 ARTICLE TWELVE
                                  SINKING FUNDS

                  SECTION 1201. 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 301 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 by the terms of such Securities of any
series is herein referred to as an "optional sinking fund payment". If provided
for by the terms of any Securities of any series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 1202. 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 1202. 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 (together with the unmatured Coupons, if any,
appertaining thereto) 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

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amount of such sinking fund payment shall be reduced accordingly.

                  SECTION 1203. 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 301) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities pursuant to Section 1202 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,
the Securities and coupons, if any, 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
1202 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 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 1003) for such series and
together with such payment (or such amount so segregated)

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<PAGE>

shall be applied in accordance with the provisions of this Section 1203. 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 1003) 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 1103 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 1104.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Section 1106. 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 1003) in cash a sum in the currency in which
Securities of such series are payable (except as provided pursuant to Section
301) 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 1203.

                  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 Twelve. 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

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shall, during the continuance of such default or Event of Default, be held as
security for the payment of the Securities and coupons, if any, of such series;
provided, however, that in case such default or Event of Default shall have been
cured or waived herein, such moneys shall 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 1203.

                                ARTICLE THIRTEEN
                           SUBORDINATION OF SECURITIES

                  SECTION 1301. Securities Subordinate to Senior Debt.

                  The Company covenants and agrees, and each Holder of a
Security, by its acceptance thereof, likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article, the payment of
the principal of (and premium, if any) and interest (including any Additional
Interest) on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
amounts then due and payable in respect of all Senior Debt.

                  SECTION 1302. Payment Over of Proceeds Upon Dissolution, Etc.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company (each such event, if any,
herein sometimes referred to as a "Proceeding"), then the holders of Senior Debt
shall be entitled to receive payment in full of principal of (and premium, if
any) and interest, if any, on such Senior Debt, or provision shall be made for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt, before the Holders of the Securities are entitled
to receive or retain any payment or distribution of any kind or character,
whether in cash, property or securities (including any payment or distribution
which may be payable or deliverable by reason of the payment of any other Debt
of the Company (including any series of the Securities) subordinated to the
payment of the Securities, such payment or distribution being hereinafter
referred to as a "Junior Subordinated Payment"), on account of principal of (or
premium, if any) or interest (including any Additional Interest) on the

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Securities or on account of the purchase or other acquisition of Securities by
the Company or any Subsidiary and to that end the holders of Senior Debt shall
be entitled to receive, for application to the payment thereof, any payment or
distribution of any kind of character, whether in cash, property or securities,
including any Junior Subordinated Payment, which may be payable or deliverable
in respect of the Securities in any such Proceeding.

                  In the event that, notwithstanding the foregoing provisions of
this Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any Junior Subordinated
Payment, before all Senior Debt is paid in full or payment thereof is provided
for in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Debt, and if such fact shall, at or prior to the time of such
payment or distribution, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment or distribution shall be
paid over or 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 Debt remaining unpaid, to the extent necessary to pay all Senior Debt in
full, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

                  For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment which securities are subordinated in
right of payment to all then outstanding Senior Debt to substantially the same
extent as the Securities are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the sale of
all or substantially all of its properties and assets as an entirety to another
Person or the liquidation or dissolution of the Company following the sale of
all or substantially all of its properties and assets as an entirety to another
Person upon the terms and conditions set forth in Article Eight shall not be
deemed a Proceeding for the purposes of this Section if the Person formed by
such consolidation or into which the Company is merged or the

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Person which acquires by sale such properties and assets as an entirety, as the
case may be, shall, as a part of such consolidation, merger, or sale comply with
the conditions set forth in Article Eight.

                  SECTION 1303. Prior Payment to Senior Debt Upon Acceleration
                                of Securities.

                  In the event that any Securities are declared due and payable
before their Stated Maturity, then and in such event the holders of the Senior
Debt outstanding at the time such Securities so become due and payable shall be
entitled to receive payment in full of all amounts due on or in respect of such
Senior Debt (including any amounts due upon acceleration), or provision shall be
made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt, before the Holders of the Securities
are entitled to receive any payment or distribution of any kind or character,
whether in cash, properties or securities (including any Junior Subordinated
Payment) by the Company on account of the principal of (or premium, if any) or
interest (including any Additional Interest) on the Securities or on account of
the purchase or other acquisition of Securities by the Company or any
Subsidiary; provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with this Indenture or as
otherwise specified as contemplated by Section 301 for the Securities of any
series by delivering and crediting pursuant to Section 1202 or as otherwise
specified as contemplated by Section 301 for the Securities of any series
Securities which have been acquired (upon redemption or otherwise) prior to such
declaration of acceleration.

                  In the event that, notwithstanding the foregoing, the Company
shall make any payment to the Trustee or the Holder of any Security prohibited
by the foregoing provisions of this Section, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

                  The provisions of this Section shall not apply to any payment
with respect to which Section 1302 would be applicable.

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                  SECTION 1304. No Payment When Senior Debt in Default.

                  (a)      In the event and during the continuation of any
default in the payment of principal of (or premium, if any) or interest on any
Senior Debt, or in the event that any event of default with respect to any
Senior Debt shall have occurred and be continuing and shall have resulted in
such Senior Debt becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, unless and until such
event of default shall have been cured or waived or shall have ceased to exist
and such acceleration shall have been rescinded or annulled, or (b) in the event
any judicial proceeding shall be pending with respect to any such default in
payment or such event or default, then no payment or distribution of any kind or
character, whether in cash, properties or securities (including any Junior
Subordinated Payment) shall be made by the Company on account of principal of
(or premium, if any) or interest (including any Additional Interest), if any, on
the Securities or on account of the purchase or other acquisition of Securities
by the Company or any Subsidiary; provided, however, that nothing in this
Section shall prevent the satisfaction of any sinking fund payment in accordance
with this Indenture or as otherwise specified as contemplated by Section 301 for
the Securities of any series by delivering and crediting pursuant to Section
1202 or as otherwise specified as contemplated by Section 301 for the Securities
of any series Securities which have been acquired (upon redemption or otherwise)
prior to such default in payment or event of default.

                  In the event that, notwithstanding the foregoing, the Company
shall make any payment to the Trustee or the Holder of any Security prohibited
by the foregoing provisions of this Section, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

                  The provisions of this Section shall not apply to any payment
with respect to which Section 1302 would be applicable.

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                  SECTION 1305. Payment Permitted If No Default.

                  Nothing contained in this Article or elsewhere in this
Indenture or in any of the Securities shall prevent (a) the Company, at any time
except during the pendency of any Proceeding referred to in Section 1302 or
under the conditions described in Sections 1303 and 1304, from making payments
at any time of principal of (and premium, if any) or interest on the Securities,
or (b) the application by the Trustee of any money or Government Obligations
deposited with it hereunder to the payment of or on account of the principal of
(and premium, if any) or interest (including any Additional Interest) on the
Securities or the retention of such payment by the Holders, if, at the time of
such application by the Trustee, it did not have knowledge that such payment
would have been prohibited by the provisions of this Article.

                  SECTION 1306. Subrogation to Rights of Holders of Senior Debt.

                  Subject to the payment in full of all Senior Debt, or the
provision for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt, the Holders of the Securities shall
be subrogated to the extent of the payments or distributions made to the holders
of such Senior Debt pursuant to the provisions of this Article (equally and
ratably with the holders of all indebtedness of the Company which by its express
terms is subordinated to Senior Debt of the Company to substantially the same
extent as the Securities are subordinated to the Senior Debt and is entitled to
like rights of subrogation by reason of any payments or distributions made to
holders of such Senior Debt) to the rights of the holders of such Senior Debt to
receive payments and distributions of cash, property and securities applicable
to the Senior Debt until the principal of (and premium, if any) and interest on
the Securities shall be paid in full. For purposes of such subrogation or
assignment, no payments or distributions to the holders of the Senior Debt of
any cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of
Senior Debt by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Debt, and the Holders of the
Securities, be deemed to be a payment or distribution by the Company to or on
account of the Senior Debt.

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                  SECTION 1307. Provisions Solely to Define Relative Rights.

                  The provisions of this Article 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 Senior Debt on the other hand. Nothing contained
in this Article or elsewhere in this Indenture or in the Securities is intended
to or shall (a) impair, as between the Company and the Holders of the
Securities, the obligations of the Company, which are absolute and
unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest (including any Additional Interest) on the
Securities as and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against the Company of the
Holders of the Securities and creditors of the Company other than their rights
in relation to the holders of Senior Debt; or (c) prevent the Trustee or the
Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture including, without limitation,
filing and voting claims in any Proceeding, subject to the rights, if any, under
this Article of the holders of Senior Debt to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder.

                  SECTION 1308. Trustee to Effectuate Subordination.

                  Each Holder of a Security by his or her acceptance thereof
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
provided in this Article and appoints the Trustee his or her attorney-in-fact
for any and all such purposes.

                  SECTION 1309. No Waiver of Subordination Provisions.

                  No right of any present or future holder of any Senior Debt 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 that any such holder may have or
be otherwise charged with.

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                  SECTION 1310. Notice to Trustee.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities. Notwithstanding the provisions
of this Article or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Debt or from any trustee, agent or representative
therefor (whether or not the facts contained in such notice are true); provided,
however, that if the Trustee shall not have received the notice provided for in
this Section at least two Business Days prior to the date upon which by the
terms hereof any monies may become payable for any purpose (including, without
limitation, the payment of the principal of (and premium, if any) or interest
(including any Additional Interest) on any Security), 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 within two Business Days prior to such date.

                  SECTION 1311. Reliance on Judicial Order or Certificate of
                                Liquidating Agent.

                  Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of Article
Six, and the Holders of the Securities shall be entitled to rely upon any order
or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior Debt
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.

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<PAGE>

                  SECTION 1312. Trustee Not Fiduciary for Holders of Senior
                                Debt.

                  The Trustee, in its capacity as trustee under this Indenture,
shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and
shall not be liable to any such holders if it shall in good faith mistakenly pay
over or distribute to Holders of Securities or to the Company or to any other
Person cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article or otherwise.

                  SECTION 1313. Rights of Trustee as Holder of Senior Debt;
                                Preservation of Trustee's Rights.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Debt which
may at any time be held by it, to the same extent as any other holder of Senior
Debt, and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

                  SECTION 1314. Article Applicable to Paying Agents.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee.

                  SECTION 1315. Certain Conversions or Exchanges Deemed Payment.

                  For the purposes of this Article only, (a) the issuance and
delivery of junior securities upon conversion or exchange of Securities shall
not be deemed to constitute a payment or distribution on account of the
principal of (or premium, if any) or interest (including any Additional
Interest) on Securities or on account of the purchase or other acquisition of
Securities, and (b) the payment, issuance or delivery of cash, property or
securities (other than junior securities) upon conversion or exchange of a
Security shall be deemed to constitute payment on account of the principal of
such security. For the purposes of this

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Section, the term "junior securities" means (i) shares of any stock of any class
of the Company and (ii) securities of the Company which are subordinated in
right of payment to all Senior Debt which may be outstanding at the time of
issuance or delivery of such securities to substantially the same extent as, or
to a greater extent than, the Securities are so subordinated as provided in this
Article.

                                 *   *   *   *

                  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.

                  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.

                           ITT HARTFORD GROUP, INC.

                           By:/s/ J. Richard Garrett
                              ---------------------------
                              J. Richard Garrrett

Attest:

/s/ Michael O'Halloran
----------------------------
Michael O'Halloran

                           WILMINGTON TRUST COMPANY, as Property Trustee

                           By:/s/ W. Chris Sponenberg
                              ---------------------------
                              W. Chris Sponenberg

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State of Connecticut  :
                      :    ss. Hartford
County of Hartford    :

                  On the 30th day of October, 1996 before me personally came J.
Richard Garrett, to me known, who being duly sworn, did depose and say that
he/she is Vice President and Treasurer of The Chase Manhattan Bank (National
Association), a national banking association described in and which executed the
foregoing instrument; that he knows the seal of said association; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said association, and that he signed his
name thereto by like authority.

                           /s/ Mary Anne Elsner
                           ----------------------------
                           Notary Public
                           My Commission Expires: April 30, 2000

State of Delaware     :
                      :    ss.
County of New Castle  :

                  On the 28th day of October, 1996 before me personally came W.
Chris Sponenberg, to me known, who being duly sworn, did depose and say that
he/she is Asst. Secretary and Senior Financial Services Officer of The Chase
Manhattan Bank (National Association), a national banking association described
in and which executed the foregoing instrument; that he knows the seal of said
association; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
association, and that he signed his name thereto by like authority.

                           /s/ Scott E. Kreps
                           ----------------------------
                           Notary Public
                           My Commission Expires: April 20, 1998

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<PAGE>

State of New York     :
                      :    ss.
County of New York    :

                  On the _____ day of _________, ___ before me personally came
__________, to me known, who being duly sworn, did depose and say that he/she is
______ of ITT Hartford Group, Inc., one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

                           ____________________________
                           Notary Public
                           My Commission Expires:

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