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EXHIBIT 4.30
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
SUPPLEMENTAL INDENTURE No. 1
SUPPLEMENTAL INDENTURE No. 1, dated as of December 27, 2000,
between THE HARTFORD FINANCIAL SERVICES GROUP, INC., a Delaware corporation
(formerly known as ITT Hartford Group, Inc.) (the "Company"), and THE CHASE
MANHATTAN BANK as successor to THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
a Delaware banking corporation, as Trustee (the "Trustee").
Recitals
WHEREAS, the Company has heretofore executed and delivered to the
Trustee a Senior Indenture, dated as of October 20, 1995 (the "Indenture"),
providing for the issuance from time to time of series of the Company's
Securities (as defined in the Indenture);
WHEREAS, Section 901(4) of the Indenture provides for the Company and
the Trustee to enter into an indenture supplemental to the Indenture to change
or eliminate any of the provisions of the Indenture, provided that any such
change or elimination shall become effective only when there is no Security
Outstanding (as defined in the Indenture) of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provision;
WHEREAS, the Company wishes to amend Section 301 of the Indenture to
provide for the issuance of Securities that may be convertible or exchangeable
into any other securities or property of the Company.
NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. Amendment. Section 301 of the Indenture is hereby amended by
adding a new paragraph (p) as set forth below, and by re-designating the
existing paragraphs (p) and (q) accordingly:
"(p) 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;"
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SECTION 2. Miscellaneous Provisions. (a) The Indenture, as supplemented
and amended by this Supplemental Indenture No. 1, is in all respects hereby
adopted, ratified and confirmed.
(b) This Supplemental Indenture No. 1 may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
(C) THIS SUPPLEMENTAL INDENTURE NO. 1 SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND 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.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture No. 1 to be duly executed, as of the day and year first
written above.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By: /s/ C.M. O'HALLORAN
_______________________
Name: C.M. O'Halloran
Title: Senior Vice President and
Director of Corporate Law
By: _______________________
Name:
Title:
[Seal]
Attest: /s/ LINDA C. SAYLER
_______________________
Name: Linda C. Sayler
Title: Counsel
THE CHASE MANHATTAN BANK, as Trustee
By: /s/ SHEIK WILTSHIRE
_______________________
Name: Sheik Wiltshire
Title: Second Vice President
[Seal]
Attest: /s/ FRANCINE SPRINGER
_______________________
Name:Francine Springer
Title: Assistant Vice President
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