SECOND SUPPLEMENTAL INDENTURE (this Second Supplemental Indenture), dated as of August 19, 2019, between THE HARTFORD FINANCIAL SERVICES GROUP, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the Company) having its principal office at One Hartford Plaza, Hartford, Connecticut 06155, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking association, as Trustee (herein called the Trustee).
WHEREAS, the Company and the Trustee have executed and delivered an Indenture, dated as of April 11, 2007 (the Original Indenture, and, together with the First Supplemental Indenture (as defined below) and this Second Supplemental Indenture, the Indenture), providing for the issuance from time to time of the Companys unsecured senior debt securities in one or more series.
WHEREAS, Section 901(11) of the Original Indenture provides that the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may, without consent of Holders, enter into one or more indentures supplemental thereto, in form satisfactory to the Trustee to make any change that does not adversely affect the rights of any Holder in any material respect.
WHEREAS, this Second Supplemental Indenture will not adversely affect the rights of any Holder in any material respect because the amendments contained in this Second Supplemental Indenture will apply only to Securities of a series created pursuant to the Indenture on or after the date hereof.
WHEREAS, the Company desires, and has requested, the Trustee to join with it in entering into this Second Supplemental Indenture for the purpose of amending the Original Indenture in certain respects as permitted by Section 901(11) of the Original Indenture.
WHEREAS, the entry into this Second Supplemental Indenture, as required by Section 901 of the Original Indenture, has been authorized by a Board Resolution.
WHEREAS, all actions required by the Company to be taken in order to make this Second Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, have been taken and performed, and the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, the Company and the Trustee mutually covenant and agree as follows:
Section 101. Relation to Original Indenture
(a) This Second Supplemental Indenture shall constitute an integral part of the Original Indenture for all purposes in respect of any series of Securities created on or subsequent to the date hereof; provided, that this Second Supplemental Indenture shall not amend or modify the terms of any Securities issued under the Original Indenture prior to the date hereof.
Section 102. Definitions. For all purposes of this Second Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires:
(a) Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Original Indenture;
(b) Terms defined both herein and in the Original Indenture, as supplemented by the First Supplemental Indenture, shall have the meanings assigned to them herein.
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