EXHIBIT 1.02

                           ITT Hartford Group, Inc.
                                Debt Securities

                             Underwriting Agreement
                             ----------------------

                                                           ____________ __, ____



To the Underwriters named in
  Schedule I to the Pricing Agreement


Dear Sirs:

          From time to time ITT Hartford Group, Inc., a Delaware corporation
(the "Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain of its debt securities (the "Securities") specified
in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities").

          The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.

          1.  Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives").  The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to Underwriters who act without any firm being designated
as their representative.  This Underwriting Agreement shall not be construed as
an obligation of the Company to sell any of the Securities or as an obligation
of any of the Underwriters to purchase the Securities.  The obligation of the
Company to issue and sell any of the Securities and the obligation of any of the
Underwriters to purchase any of the Securities shall be evidenced by the Pricing
Agreement with respect to the Designated Securities

 
specified therein.  Each Pricing Agreement shall specify the aggregate principal
amount of such Designated Securities, the initial public offering price of such
Designated Securities, the purchase price to the Underwriters of such Designated
Securities, the names of the Underwriters of such Designated Securities, the
names of the Representatives of such Underwriters and the principal amount of
such Designated Securities to be purchased by each Underwriter and shall set
forth the date, time and manner of delivery of such Designated Securities and
payment therefor.  The Pricing Agreement shall also specify (to the extent not
set forth in the Indenture and the registration statement and prospectus with
respect thereto) the terms of such Designated Securities.  A Pricing Agreement
shall be in the form of an executed writing (which may be in counterparts), and
may be evidenced by an exchange of telegraphic communications or any other rapid
transmission device designed to produce a written record of communications
transmitted.  The obligations of the Underwriters under this Agreement and each
Pricing Agreement shall be several and not joint.

          2.  The Company represents and warrants to, and agrees with, each of 
the Underwriters that:

          (a) A registration statement in respect of the Securities has been
     filed with the Securities and Exchange Commission (the "Commission"); such
     registration statement and any post-effective amendment thereto, each in
     the form heretofore delivered or to be delivered to the Representatives
     and, excluding exhibits to such registration statement, but including all
     documents incorporated by reference in the prospectus contained therein, to
     the Representatives for each of the other Underwriters, have been declared
     effective by the Commission in such form; no other document with respect to
     such registration statement or document incorporated by reference therein
     has heretofore been filed or transmitted for filing with the Commission;
     and no stop order suspending the effectiveness of such registration
     statement has been issued and no proceeding for that purpose has been
     initiated or threatened by the Commission (any preliminary prospectus
     included in such registration statement or filed with the Commission
     pursuant to Rule 424(a) of the rules and regulations of the Commission
     under the Securities Act of 1933, as amended (the "Act"), being hereinafter
     called a "Preliminary Prospectus"; the various parts of such registration
     statement, including all exhibits thereto and the documents incorporated by
     reference in the prospectus

                                      -2-

 
     contained in the registration statement at the time such part of the
     registration statement became effective but excluding Form T-1, each as
     amended at the time such part of the registration statement became
     effective, being hereinafter called the "Registration Statement"; the
     prospectus relating to the Securities, in the form in which it has most
     recently been filed, or transmitted for filing, with the Commission on or
     prior to the date of this Agreement, being hereinafter called the
     "Prospectus"; any reference herein to any Preliminary Prospectus or the
     Prospectus shall be deemed to refer to and include the documents
     incorporated by reference therein pursuant to the applicable form under the
     Act, as of the date of such Preliminary Prospectus or Prospectus, as the
     case may be; any reference to any amendment or supplement to any
     Preliminary Prospectus or the Prospectus shall be deemed to refer to and
     include any documents filed after the date of such Preliminary Prospectus
     or Prospectus, as the case may be, under the Securities Exchange Act of
     1934, as amended (the "Exchange Act"), and incorporated by reference in
     such Preliminary Prospectus or Prospectus, as the case may be; any
     reference to any amendment to the Registration Statement shall be deemed to
     refer to and include any annual report of the Company filed pursuant to
     Section 13(a) or 15(d) of the Exchange Act after the effective date of the
     Registration Statement that is incorporated by reference in the
     Registration Statement; and any reference to the Prospectus as amended or
     supplemented shall be deemed to refer to the Prospectus as amended or
     supplemented in relation to the applicable Designated Securities in the
     form in which it is filed with the Commission pursuant to Rule 424(b) under
     the Act in accordance with Section 5(a) hereof, including any documents
     incorporated by reference therein as of the date of such filing);

          (b) The documents incorporated by reference in the Prospectus, when
     they became effective or were filed with the Commission, as the case may
     be, conformed in all material respects to the requirements of the Act or
     the Exchange Act, as applicable, and the rules and regulations of the
     Commission thereunder, and none of such documents contained an untrue
     statement of a material fact or omitted to state a material fact required
     to be stated therein or necessary to make the statements therein not
     misleading; and any further documents so filed and incorporated by
     reference in the Prospectus or any further amendment or supplement

                                      -3-

 
     thereto, when such documents become effective or are filed with the
     Commission, as the case may be, will conform in all material respects to
     the requirements of the Act or the Exchange Act, as applicable, and the
     rules and regulations of the Commission thereunder and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading; provided, however, that this representation and warranty
     shall not apply to any statements or omissions made in reliance upon and in
     conformity with information furnished in writing to the Company by an
     Underwriter of Designated Securities through the Representatives expressly
     for use in the Prospectus as amended or supplemented relating to such
     Securities;

          (c) The Registration Statement and the Prospectus conform, and any
     further amendments or supplements to the Registration Statement or the
     Prospectus will conform, in all material respects to the requirements of
     the Act and the Trust Indenture Act of 1939, as amended (the "Trust
     Indenture Act") and the rules and regulations of the Commission thereunder
     and do not and will not, as of the applicable effective date as to the
     Registration Statement and any amendment thereto and as of the applicable
     filing date as to the Prospectus and any amendment or supplement thereto,
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; provided, however, that this representation and
     warranty shall not apply to any statements or omissions made in reliance
     upon and in conformity with information furnished in writing to the Company
     by an Underwriter of Designated Securities through the Representatives
     expressly for use in the Prospectus as amended or supplemented relating to
     such Securities;

          (d) Except as described in or contemplated by the Registration
     Statement and the Prospectus, there has not been any material adverse
     change in, or any adverse development which materially affects, the
     business, properties, financial condition or results of operations of the
     Company and its subsidiaries taken as a whole from the dates as of which
     information is given in the Registration Statement and the Prospectus; and,
     since the respective dates as of which information is given in the
     Registration Statement and the Prospectus, there has not been any change in
     the consolidated capital stock (other than issuances of capital stock upon
     exercise of options and stock appreciation rights,

                                      -4-

 
     upon earn-outs of performance shares and upon conversions of convertible
     securities, in each case which were outstanding on the date of the latest
     balance sheet included or incorporated by reference in the Prospectus) or
     any material increase in the consolidated long-term debt of the Company and
     its subsidiaries or any material adverse change, or any development
     involving a prospective material adverse change, in or affecting the
     general affairs, management, financial position, stockholders' equity or
     results of operations of the Company and its subsidiaries, otherwise than
     as set forth or contemplated in the Prospectus;

          (e) The Company and each subsidiary of the Company which meets the
     definition of a significant subsidiary as defined in Regulation S-X of the
     Commission (each a "Significant Subsidiary") has been duly incorporated and
     is validly existing as a corporation in good standing under the laws of the
     jurisdiction of its incorporation, with power and authority (corporate and
     other) to own its properties and conduct its business as described in the
     Prospectus;

          (f) The Company has an authorized capitalization as set forth in the
     Prospectus, and all of the issued shares of capital stock of the Company
     have been duly and validly authorized and issued and are fully paid and
     non-assessable;

          (g) The Securities have been duly authorized, and, when Designated
     Securities are issued and delivered pursuant to this Agreement and the
     Pricing Agreement with respect to such Designated Securities, such
     Designated Securities will have been duly executed, authenticated, issued
     and delivered and will constitute valid and legally binding obligations of
     the Company entitled to the benefits provided by the Indenture, which will
     be substantially in the form filed as an exhibit to the Registration
     Statement; the Indenture has been duly authorized and duly qualified under
     the Trust Indenture Act and, at the Time of Delivery for such Designated
     Securities (as defined in Section 4 hereof), the Indenture will constitute
     a valid and legally binding instrument, enforceable in accordance with its
     terms, subject, as to enforcement, to bankruptcy, insolvency,
     reorganization, moratorium and other laws of general applicability relating
     to or affecting creditors' rights and to general equity principles; and the
     Indenture conforms, and the Designated Securities will conform, to the
     descriptions

                                      -5-

 
     thereof contained in the Prospectus as amended or supplemented with respect
     to such Designated Securities;

          (h) The issue and sale of the Securities and the compliance by the
     Company with all of the provisions of the Securities, the Indenture, this
     Agreement and any Pricing Agreement, and the consummation of the
     transactions herein and therein contemplated will not conflict with or
     result in a breach or violation of any of the terms or provisions of, or
     constitute a default under, any indenture, mortgage, deed of trust, loan
     agreement or other agreement or instrument to which the Company is a party
     or by which the Company is bound or to which any of the property or assets
     of the Company is subject, nor will such action result in any violation of
     the provisions of the Certificate of Incorporation or By-laws of the
     Company or any statute or any order, rule or regulation of any court or
     governmental agency or body having jurisdiction over the Company or any of
     its properties; and no consent, approval, authorization, order,
     registration or qualification of or with any such court or governmental
     agency or body is required for the issue and sale of the Securities or the
     consummation by the Company of the transactions contemplated by this
     Agreement or any Pricing Agreement or the Indenture, except such as have
     been, or will have been prior to the Time of Delivery, obtained under the
     Act and the Trust Indenture Act and such consents, approvals,
     authorizations, registrations or qualifications as may be required under
     state securities or Blue Sky laws in connection with the purchase and
     distribution of the Securities by the Underwriters; and

          (i) Except as described in the Prospectus, there is no action, suit or
     proceeding pending, nor to the knowledge of the Company, is there any
     action, suit or proceeding threatened, which might reasonably be expected
     to result in a material adverse change in the financial condition, results
     of operations or business of the Company and its subsidiaries taken as a
     whole or which is required to be disclosed in the Registration Statement.

          3.   Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.

                                      -6-

 
          4.  Designated Securities to be purchased by each Underwriter pursuant
to the Pricing Agreement relating thereto, in definitive form to the extent
practicable, and in such authorized denominations and registered in such names
as the Representatives may request upon at least forty-eight hours' prior notice
to the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by certified or
official bank check or checks, payable to the order of the Company in the funds
specified in such Pricing Agreement, all at the place and time and date
specified in such Pricing Agreement or at such other place and time and date as
the Representatives and the Company may agree upon in writing, such time and
date being herein called the "Time of Delivery" for such Securities.

          5.   The Company agrees with each of the Underwriters of any
Designated Securities:

          (a) To prepare the Prospectus as amended and supplemented in relation
     to the applicable Designated Securities in a form approved by the
     Representatives and to file such Prospectus pursuant to Rule 424(b) under
     the Act not later than the Commission's close of business on the second
     business day following the execution and delivery of the Pricing Agreement
     relating to the applicable Designated Securities or, if applicable, such
     earlier time as may be required by Rule 424(b); to make no further
     amendment or any supplement to the Registration Statement or Prospectus as
     amended or supplemented after the date of the Pricing Agreement relating to
     such Securities and prior to the Time of Delivery for such Securities which
     shall be disapproved by the Representatives for such Securities promptly
     after reasonable notice thereof; to advise the Representatives promptly of
     any such amendment or supplement after such Time of Delivery and furnish
     the Representatives with copies thereof; to file promptly all reports and
     any definitive proxy or information statements required to be filed by the
     Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
     of the Exchange Act for so long as the delivery of a prospectus is required
     in connection with the offering or sale of such Securities, and during such
     same period to advise the Representatives, promptly after it receives
     notice thereof, of the time when any amendment to the Registration
     Statement has been filed or becomes effective or any supplement to the
     Prospectus or any amended Prospectus has been filed with the Commission, of
     the issuance by the Commission

                                      -7-

 
     of any stop order or of any order preventing or suspending the use of any
     prospectus relating to the Securities, of the suspension of the
     qualification of such Securities for offering or sale in any jurisdiction,
     of the initiation or threatening of any proceeding for any such purpose, or
     of any request by the Commission for the amending or supplementing of the
     Registration Statement or Prospectus or for additional information; and, in
     the event of the issuance of any such stop order or of any such order
     preventing or suspending the use of any prospectus relating to the
     Securities or suspending any such qualification, to use promptly its best
     efforts to obtain its withdrawal;

          (b) Promptly from time to time to take such action as the
     Representatives may reasonably request to qualify such Securities for
     offering and sale under the securities laws of such jurisdictions as the
     Representatives may request and to comply with such laws so as to permit
     the continuance of sales and dealings therein in such jurisdictions for as
     long as may be necessary to complete the distribution of such Securities,
     provided that in connection therewith the Company shall not be required to
     qualify as a foreign corporation or to file a general consent to service of
     process in any jurisdiction;

          (c) To furnish the Underwriters with copies of the Prospectus as
     amended or supplemented in such quantities as the Representatives may from
     time to time reasonably request, and, if the delivery of a prospectus is
     required at any time in connection with the offering or sale of the
     Securities and if at such time any event shall have occurred as a result of
     which the Prospectus as then amended or supplemented would include an
     untrue statement of a material fact or omit to state any material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made when such Prospectus is delivered,
     not misleading, or, if for any other reason it shall be necessary during
     such same period to amend or supplement the Prospectus or to file under the
     Exchange Act any document incorporated by reference in the Prospectus in
     order to comply with the Act, the Exchange Act or the Trust Indenture Act,
     to notify the Representatives and upon their request to file such document
     and to prepare and furnish without charge to each Underwriter and to any
     dealer in securities as many copies as the Representatives may from time to
     time reasonably request of an amended Prospectus or a supplement to the
     Prospectus which will

                                      -8-

 
     correct such statement or omission or effect such compliance;

          (d) To make generally available to its security holders as soon as
     practicable, but in any event not later than eighteen months after the
     effective date of the Registration Statement (as defined in Rule 158(c)),
     an earnings statement of the Company and its subsidiaries (which need not
     be audited) complying with Section 11(a) of the Act and the rules and
     regulations of the Commission thereunder (including at the option of the
     Company Rule 158); and

          (e) During the period beginning from the date of the Pricing Agreement
     for such Designated Securities and continuing to and including the earlier
     of (i) the termination of trading restrictions for such Designated
     Securities, as notified to the Company by the Representatives and (ii) the
     Time of Delivery for such Designated Securities, not to offer, sell,
     contract to sell or otherwise dispose of any debt securities of the Company
     which mature more than one year after such Time of Delivery and which are
     substantially similar to such Designated Securities, without the prior
     written consent of the Representatives.

          6.   The Company covenants and agrees with the several Underwriters
that the Company will pay or cause to be paid the following:  (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, any Pricing Agreement, any
Indenture, any Blue Sky or similar investment surveys or memoranda and any other
documents in connection with the offering, purchase, sale and delivery of the
Securities; (iii) all reasonable expenses in connection with the qualification
of the Securities for offering and sale under state securities laws as provided
in Section 5(b) hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky and legal investment surveys; (iv) any fees charged by securities
rating services for rating the Securities; (v) any filing fees incident to any
required review by the National Association of Securities Dealers, Inc. of the
terms of the sale of the

                                      -9-

 
Securities; (vi) the cost of preparing the Securities; (vii) the fees and
expenses of any Trustee and any agent of any Trustee and the fees and
disbursements of counsel for any Trustee in connection with any Indenture and
the Securities; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section.  It is understood, however, that, except as
provided in this Section, Section 8 and Section 11 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.

          7.  The obligations of the Underwriters of any Designated Securities
under the Pricing Agreement relating to such Designated Securities shall be
subject, in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:

          (a) The Prospectus as amended or supplemented in relation to the
     applicable Designated Securities shall have been filed with the Commission
     pursuant to Rule 424(b) within the applicable time period prescribed for
     such filing by the rules and regulations under the Act and in accordance
     with Section 5(a) hereof; no stop order suspending the effectiveness of the
     Registration Statement or any part thereof shall have been issued and no
     proceeding for that purpose shall have been initiated or threatened by the
     Commission; and all requests for additional information on the part of the
     Commission shall have been complied with to the Representatives' reasonable
     satisfaction;

          (b) Counsel for the Underwriters shall have furnished to the
     Representatives such opinion or opinions, dated the Time of Delivery for
     such Designated Securities, with respect to the incorporation of the
     Company, the validity of the Indenture, the Designated Securities, the
     Registration Statement, the Prospectus as amended or supplemented and other
     related matters as the Representatives may reasonably request, and such
     counsel shall have received such papers and information as they may

                                      -10-

 
     reasonably request to enable them to pass upon such matters;

          (c) Counsel for the Company satisfactory to the Representatives shall
     have furnished to the Representatives their written opinion, dated the Time
     of Delivery for such Designated Securities, in form and substance
     satisfactory to the Representatives, to the effect that:

               (i) The Company has been duly incorporated and is validly
          existing as a corporation in good standing under the laws of the
          jurisdiction of its incorporation, with power and authority (corporate
          and other) to own its properties and conduct its business as described
          in the Prospectus as amended or supplemented;

               (ii) The Company has an authorized capitalization as set forth in
          the Prospectus as amended or supplemented and all of the issued shares
          of capital stock of the Company have been duly and validly authorized
          and issued and are fully paid and non-assessable;

               (iii) Except as described in the Prospectus, there is no action,
          suit or proceeding pending, nor to the best of such counsel's
          knowledge, is there any action, suit or proceeding threatened, which
          might reasonably be expected to result in a material adverse change in
          the financial condition, results of operations or business of the
          Company and its subsidiaries taken as a whole or which is required to
          be disclosed in the Registration Statement;

               (iv) This Agreement and the Pricing Agreement with respect to the
          Designated Securities have been duly authorized, executed and
          delivered by the Company;

               (v) The Designated Securities have been duly authorized,
          executed, authenticated, issued and delivered and constitute valid and
          legally binding obligations of the Company entitled to the benefits
          provided by the Indenture; and the Designated Securities and the
          Indenture conform to the descriptions thereof in the Prospectus as
          amended or supplemented;

                                      -11-

 
               (vi) The Indenture has been duly authorized, executed and
          delivered by the parties thereto and constitutes a valid and legally
          binding instrument, enforceable in accordance with its terms, subject,
          as to enforcement, to bankruptcy, insolvency, reorganization,
          moratorium and other laws of general applicability relating to or
          affecting creditors' rights and to general equity principles
          (regardless of whether such enforceability is considered in a
          proceeding in equity or at law); and the Indenture has been duly
          qualified under the Trust Indenture Act;

               (vii) The issue and sale of the Designated Securities and the
          compliance by the Company with all of the provisions of the Designated
          Securities, the Indenture, this Agreement and the Pricing Agreement
          with respect to the Designated Securities and the consummation of the
          transactions herein and therein contemplated will not conflict with or
          result in a breach or violation of any of the terms or provisions of,
          or constitute a default under, any indenture, mortgage, deed of trust,
          loan agreement or other agreement or instrument known to such counsel
          to which the Company is a party or by which the Company is bound or to
          which any of the property or assets of the Company is subject, nor
          will such actions result in any violation of the provisions of the
          Certificate of Incorporation or By-laws of the Company or any statute
          or any order, rule or regulation known to such counsel of any court or
          governmental agency or body having jurisdiction over the Company or
          any of its properties;

               (viii) No consent, approval, authorization, order, registration
          or qualification of or with any such court or governmental agency or
          body is required for the issue and sale of the Designated Securities
          or the consummation by the Company of the transactions contemplated by
          this Agreement or such Pricing Agreement or the Indenture, except such
          as have been obtained under the Act and the Trust Indenture Act and
          such consents, approvals, authorizations, registrations or
          qualifications as may be required under state securities or Blue Sky
          laws in connection with the purchase and distribution of the
          Designated Securities by the Underwriters;

                                      -12-

 
               (ix) The documents incorporated by reference in the Prospectus as
          amended or supplemented (other than the financial statements and
          related schedules and other financial data therein, as to which such
          counsel need express no opinion), when they became effective or were
          filed with the Commission, as the case may be, complied as to form in
          all material respects with the requirements of the Act or the Exchange
          Act, as applicable, and the rules and regulations of the Commission
          thereunder; and based upon specified participation of such counsel in
          connection with the preparation of the Registration Statement, such
          counsel has no reason to believe that any of such documents, when they
          became effective or were so filed, as the case may be, contained, in
          the case of a registration statement which became effective under the
          Act, an untrue statement of a material fact or omitted to state a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading, and, in the case of other documents
          which were filed under the Act or the Exchange Act with the
          Commission, an untrue statement of a material fact or omitted to state
          a material fact necessary in order to make the statements therein in
          the light of the circumstances under which they were made when such
          documents were so filed, not misleading; it being understood that such
          counsel need express no opinion as to the financial statements or
          other financial data included in any of the documents mentioned in
          this clause and that such counsel may state that he has not
          independently verified factual statements in any such documents; and

               (x) The Registration Statement and the Prospectus as amended or
          supplemented and any further amendments and supplements thereto made
          by the Company prior to the Time of Delivery for the Designated
          Securities (other than the financial statements and related schedules
          and other financial data therein, as to which such counsel need
          express no opinion) comply as to form in all material respects with
          the requirements of the Act and the Trust Indenture Act and the rules
          and regulations thereunder; based upon specified participation of such
          counsel in connection with the preparation of the Registration
          Statement and the Prospectus, such counsel has no reason to believe
          that, as of its effective date, the Registration Statement or any
          further amendment

                                      -13-

 
          thereto made by the Company prior to the Time of Delivery (other than
          the financial statements and related schedules and other financial
          data therein, as to which such counsel need express no opinion)
          contained an untrue statement of a material fact or omitted to state a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading or that, as of its date, the
          Prospectus as amended or supplemented or any further amendment or
          supplement thereto made by the Company prior to the Time of Delivery
          (other than the financial statements and related schedules and other
          financial data therein, as to which such counsel need express no
          opinion) contained an untrue statement of a material fact or omitted
          to state a material fact necessary in order to make the statements
          therein, in light of the circumstances in which they were made, not
          misleading or that, as of the Time of Delivery, either the
          Registration Statement or the Prospectus as amended or supplemented or
          any further amendment or supplement thereto made by the Company prior
          to the Time of Delivery (other than the financial statements and
          related schedules and other financial data therein, as to which such
          counsel need express no opinion) contains an untrue statement of a
          material fact or omits to state a material fact necessary in order to
          make the statements therein, in light of the circumstances in which
          they were made, not misleading; and such counsel does not know of any
          amendment to the Registration Statement required to be filed or any
          contracts or other documents of a character required to be filed as an
          exhibit to the Registration Statement or required to be incorporated
          by reference into the Prospectus as amended or supplemented or
          required to be described in the Registration Statement or the
          Prospectus as amended or supplemented which are not filed or
          incorporated by reference or described as required; it being
          understood that such counsel may state that he has not independently
          verified factual statements in the Prospectus (or any such amendment
          or supplement);

          (d) At the Time of Delivery for such Designated Securities, and, if so
     specified in the Pricing Agreement, on the date of the Pricing Agreement,
     the independent accountants of the Company who have certified the financial
     statements of the Company and

                                      -14-

 
     its subsidiaries included or incorporated by reference in the Registration
     Statement shall have furnished to the Representatives a letter, dated such
     Time of Delivery and, if applicable, such date of the Pricing Agreement,
     respectively, to the effect set forth in Annex II hereto, and with respect
     to such letter dated such Time of Delivery, as to such other matters as the
     Representatives may reasonably request and in form and substance
     satisfactory to the Representatives;

          (e) Except as contemplated in the Prospectus, since the respective
     dates as of which information is given in the Prospectus as amended or
     supplemented, there shall not have been any change in the consolidated
     capital stock (other than issuances of capital stock upon exercise of
     options and stock appreciation rights, upon earn-outs of performance shares
     and upon conversions of convertible securities, in each case which were
     outstanding on the date of the latest balance sheet included or
     incorporated by reference in the Prospectus) or any material increase in
     the consolidated or long-term debt of the Company and its subsidiaries or
     any change, or any development involving a prospective change, in or
     affecting the general affairs, management, financial position,
     stockholders' equity or results of operations of the Company and its
     subsidiaries, otherwise than as set forth or contemplated in the Prospectus
     as amended or supplemented, the effect of which, in any such case, is in
     the judgment of the Representatives so material and adverse as to make it
     impracticable or inadvisable to proceed with the public offering or the
     delivery of the Designated Securities on the terms and in the manner
     contemplated in the Prospectus as amended or supplemented;

          (f) On or after the date of the Pricing Agreement relating to the
     Designated Securities, (i) no downgrading shall have occurred in the rating
     accorded the Company's debt securities by any "nationally recognized
     statistical rating organization," as that term is defined by the Commission
     for purposes of Rule 436(g)(2) under the Act and (ii) no such organization
     shall have publicly announced that it has under surveillance or review,
     with possible negative implications, its rating of any of the Company's
     debt securities;

          (g) On or after the date of the Pricing Agreement relating to the
     Designated Securities, there shall not have occurred any of the following:
     (i) a suspension

                                      -15-

 
     or material limitation in trading in securities generally on the New York
     Stock Exchange; (ii) a material suspension or limitation in trading in the
     Company's securities on the New York Stock Exchange; (iii) a general
     moratorium on commercial banking activities in New York declared by either
     Federal or New York State authorities; or (iv) the outbreak or escalation
     of hostilities involving the United States or the declaration by the United
     States of a national emergency or war, if the effect of any such event
     specified in this Clause (iv) in the judgment of the Representatives makes
     it impracticable or inadvisable to proceed with the public offering or the
     delivery of the Designated Securities on the terms and in the manner
     contemplated in the Prospectus as amended or supplemented; and

          (h) The Company shall have furnished or caused to be furnished to the
     Representatives at the Time of Delivery for the Designated Securities a
     certificate or certificates of officers of the Company satisfactory to the
     Representatives as to the accuracy of the representations and warranties of
     the Company herein at and as of such Time of Delivery, as to the
     performance by the Company of all of its obligations hereunder to be
     performed at or prior to such Time of Delivery, as to the matters set forth
     in subsections (a) and (e) of this Section and as to such other matters as
     the Representatives may reasonably request.

          8.   (a)  The Company will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to the Securities, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
                                                    --------  -------          
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is

                                      -16-

 
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter of Designated Securities
through the Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities and; provided, further, that the
                                              --------  -------          
Company shall not be liable to any Underwriter under the indemnity agreement in
this subsection (a) with respect to any Preliminary Prospectus to the extent
that a court of competent jurisdiction has found by final and nonapplicable
order that any such loss, claim, damage or liability of such Underwriter results
from the fact that such Underwriter sold Securities to a person to whom there
was not sent or given, at or prior to the written confirmation of such sale, a
copy of the Prospectus as then amended or supplemented (excluding documents
incorporated by reference) (it being understood that if at the time of any such
claim such Underwriter shall certify that it has sent or given the Prospectus as
then amended or supplemented to any person making such claim at or prior to the
written confirmation of such sale, it shall be presumed that such Prospectus has
been so sent or given unless the Company shall have sustained the burden of
proving, in a court of competent jurisdiction by a final and nonappealable
order, that the facts are otherwise), if (i) such delivery to such person is
required by Section 5 of the Act, (ii) the Company has furnished copies of such
Prospectus as amended or supplemented to such Underwriter a reasonable period of
time prior to the Underwriter being required so to deliver such Prospectus as
amended or supplemented and (iii) such Prospectus as amended or supplemented
corrected the untrue or alleged untrue statement or omission or alleged omission
of a material fact contained in the Preliminary Prospectus.

          (b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Securities, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged

                                      -17-

 
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through the Representatives expressly for use therein; and will reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as such
expenses are incurred.

          (c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection.  In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation.

          (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in

                                      -18-

 
respect thereof) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters of the
Designated Securities on the other from the offering of the Designated
Securities to which such loss, claim, damage or liability (or action in respect
thereof) relates.  If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Underwriters of the Designated Securities on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations.  The relative benefits received by the Company on the
one hand and such Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from such offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by such Underwriters.  The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or such Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.  The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d).  The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim.  Notwithstanding the provisions of this subsection
(d), no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the applicable Designated Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or

                                      -19-

 
omission or alleged omission.  No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  The obligations of the Underwriters of Designated Securities
in this subsection (d) to contribute are several in proportion to their
respective underwriting obligations with respect to such Securities and not
joint.

         (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

     9.  (a)  If any Underwriter shall default in its obligation to purchase the
Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein.  If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms.  In the event that, within
the respective prescribed period, the Representatives notify the Company that
they have so arranged for the purchase of such Designated Securities, or the
Company notifies the Representatives that it has so arranged for the purchase of
such Designated Securities, the Representatives or the Company shall have the
right to postpone the Time of Delivery for such Designated Securities for a
period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary.  The term "Underwriter" as used
in this Agreement shall include any person substituted under this Section with
like effect as if such person had originally been a party to

                                      -20-

 
the Pricing Agreement with respect to such Designated Securities.

          (b) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each non-
defaulting Underwriter to purchase its pro rata share (based on the principal
amount of Designated Securities which such Underwriter agreed to purchase under
such Pricing Agreement) of the Designated Securities of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.

          (c) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

          10.  The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or

                                      -21-

 
the Company, or any officer or director or controlling person of the Company,
and shall survive delivery of and payment for the Securities.

          11.  If any Pricing Agreement shall be terminated pursuant to Section
9 hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Section 6 and Section 8 hereof; but, if for any other
reason Designated Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of such Designated Securities, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Securities
except as provided in Section 6 and Section 8 hereof.

          12.  In all dealings hereunder, the Representatives of the
Underwriters of Designated Securities shall act on behalf of each of such
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by such Representatives jointly or by such of the Representatives, if any,
as may be designated for such purpose in the Pricing Agreement.

          All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement:  Attention:  Corporate Secretary, with a copy to
Hartford Fire Insurance Company, Hartford Plaza, Hartford, Connecticut 06115.
Attention:  Office of the Treasurer, Facsimile Transmission No. (203) 547-6487;
provided, however, that any notice to an Underwriter pursuant to Section 8(c)
- --------  -------
hereof shall be delivered or sent by mail, telex or facsimile transmission to
such Underwriter at its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to the
Company by the Representatives upon request.  Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.

                                      -22-

 
          13.  This Agreement and each Printing Agreement shall be binding upon,
and inure solely to the benefit of, the Underwriters, the Company and, to the
extent provided in Section 8 and Section 10 hereof, the officers and directors
of the Company and each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement.  No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.

          14.  Time shall be of the essence of each Pricing Agreement.  As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

          15.  This Agreement and each Pricing Agreement shall be governed by
and construed in accordance with the laws of the State of New York.

          16.  This Agreement and each Pricing Agreement may be executed by any
one or more of the parties hereto and thereto in any number of counterparts,
each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument.

          If the foregoing is in accordance with your understanding, please sign
and return to us six counterparts hereof.
    
                                                 Very truly yours,


                                                 ITT HARTFORD GROUP, INC.

                                                 By:   ______________________
                                                 Name:
                                                 Title:
     
Accepted on behalf of ourselves and the other Underwriters listed below as of
the date hereof:



By:  ______________________

                                      -23-

 
                                                                         Annex I



                               Pricing Agreement
                               -----------------


To the Underwriters named in Schedule I hereto



                                                           ____________ __, ____


Dear Sirs:

          ITT Hartford Group, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated __________ __, ____ (the "Underwriting
Agreement"), between the Company on the one hand and the Underwriters named in
Schedule I hereto (the "Underwriters"), on the other hand, to issue and sell to
the Underwriters the Securities specified in Schedule II hereto (the "Designated
Securities" consisting of Firm Designated Securities and any Optional Designated
Securities the Underwriters may elect to purchase).  Each of the provisions of
the Underwriting Agreement is incorporated herein by reference in its entirety,
and shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations
and warranties set forth therein shall be deemed to have been made at and as of
the date of this Pricing Agreement, except that each representation and warranty
which refers to the Prospectus in Section 2 of the Underwriting Agreement shall
be deemed to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in relation
to the Prospectus as amended or supplemented relating to the Designated
Securities which are the subject of this Pricing Agreement.  Each reference to
the Representatives herein and in the provisions of the Underwriting Agreement
so incorporated by reference shall be deemed to refer to you.  Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined.  The Representatives designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Underwriting Agreement and the address
of the

 
                                                                               2


Representatives referred to in such Section 12 are set forth at the end of
Schedule II hereto.

          An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.

          Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.

          If the foregoing is in accordance with your understanding, please sign
and return to us six counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company.  It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the

 
                                                                               3

Company for examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.

                                                Very truly yours,

                                                ITT HARTFORD GROUP, INC.



                                                By:
                                                    ---------------------------
                                                    Name: J. Richard Garrett
                                                    Title: Vice President and
                                                            Treasurer      

Accepted as of the date hereof:



By: _________________________

On behalf of each of the Underwriters

 
                                                                               4

                                  SCHEDULE I



 
 
                                      UNDERWRITER   PRINCIPAL   PRINCIPAL
                                                    AMOUNT OF   AMOUNT OF
                                                      FIRM       OPTIONAL
                                                    DESIGNATED  DESIGNATED
                                                    SECURITIES  SECURITIES
                                                      TO BE       TO BE
                                                    PURCHASED   PURCHASED
 
 
   
                                                     $           $
 
 
 
 
 
 Total.......
                                                     =========================

 
                                                                               5

                                  SCHEDULE II


TITLE OF DESIGNATED SECURITIES:



AGGREGATE PRINCIPAL AMOUNT:



PRICE TO PUBLIC:



PURCHASE PRICE BY UNDERWRITERS:



SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:



ACCOUNTANTS' LETTER TO BE DELIVERED ON DATE OF PRICING AGREEMENT:



INDENTURE:



MATURITY:



INTEREST RATE:



INTEREST PAYMENT DATES:



REDEMPTION PROVISIONS:



SINKING FUND PROVISIONS:

 
                                                                               6


DEFEASANCE PROVISIONS:



TIME OF DELIVERY:



CLOSING LOCATION:

  Sullivan & Cromwell
  125 Broad Street
  New York, New York 10004

NAMES AND ADDRESSES OF REPRESENTATIVES:

 
                                                                        ANNEX II


                              Accountants' Letter
                              -------------------


     Pursuant to Section 7(d) of the Underwriting Agreement, the Company's
independent certified public accountants shall furnish letters to the effect
that:

     (i)   they are independent certified public accountants with respect to the
  Company and its subsidiaries within the meaning of the Act and the applicable
  published rules and regulations thereunder;

     (ii)  in their opinion, the financial statements and any supplementary
  financial information and schedules (and, if applicable, prospective financial
  statements and/or pro forma financial information) examined by them and
  included or incorporated by reference in the Registration Statement or the
  Prospectus comply as to form in all material respects with the applicable
  accounting requirements of the Act or the Exchange Act, as applicable, and the
  related published rules and regulations thereunder; and, if reasonably
  requested by the Representatives, they have made a review in accordance with
  standards established by the American Institute of Certified Public
  Accountants of the consolidated interim financial statements, selected
  financial data, pro forma financial information, prospective financial
  statements and/or condensed financial statements derived from audited
  financial statements of the Company for the periods specified in such letter,
  as indicated in their reports thereon, copies of which have been furnished to
  representatives of the Underwriters (the "Representatives");

     (iii) the unaudited selected financial information with respect to the
  consolidated results of operations and financial position of the Company for
  the five most recent fiscal years included in the Prospectus and included or
  incorporated by reference in Item 2 of the Company's Registration Statement on
  Form 10 or Item 6 of the Company's Annual Report on Form 10-K for the most
  recent fiscal year, as applicable, agrees with the corresponding amounts
  (after restatement where applicable) in the audited consolidated financial
  statements for the five such fiscal years which were included or incorporated
  by reference in the Company's Registration Statement on Form 10 or the
  Company's Annual Reports on Form 10-K for such fiscal years, as applicable;

     (iv)  on the basis of limited procedures, not constituting an examination
  in accordance with generally

 
                                                                             -2-

    
  accepted auditing standards, consisting of a reading of the unaudited
  financial statements and other information referred to below, a reading of the
  latest available interim financial statements of the Company and its
  subsidiaries, inspection of the minute books of the Company and its
  subsidiaries since the date of the latest audited financial statements
  included or incorporated by reference in the Prospectus, inquiries of
  officials of the Company and its subsidiaries responsible for financial
  accounting matters and such other inquiries and procedures as may be specified
  in such letter, nothing came to their attention that caused them to believe
  that:      

          (A)  the unaudited condensed consolidated statements of income,
     consolidated balance sheets and consolidated statements of cash flows
     included or incorporated by reference in the Company's Quarterly Reports on
     Form 10-Q incorporated by reference in the Prospectus (if any) do not
     comply as to form in all material respects with the applicable accounting
     requirements of the Exchange Act as it applies to Form 10-Q and the related
     published rules and regulations thereunder or are not in conformity with
     generally accepted accounting principles applied on a basis substantially
     consistent with the basis for the audited consolidated statements of
     income, consolidated balance sheets and consolidated statements of cash
     flows included or incorporated by reference in the Company's Registration
     Statement on Form 10 of the Company's Annual Report on Form 10-K for the
     most recent fiscal year, as applicable;

          (B)  any other unaudited income statement data and balance sheet items
     included in the Prospectus do not agree with the corresponding items in the
     unaudited consolidated financial statements from which such data and items
     were derived, and any such unaudited data and items were not determined on
     a basis substantially consistent with the basis for the corresponding
     amounts in the audited consolidated financial statements included or
     incorporated by reference in the Company's Registration Statement on Form
     10 or the Company's Annual Report on Form 10-K for the most recent fiscal
     year, as applicable;

          (C)  the unaudited financial statements which were not included in the
     Prospectus but from which were derived the unaudited condensed financial
     statements referred to in Clause (A) and any unaudited income

 
                                                                             -3-

     statement date and balance sheet items included in the Prospectus and
     referred to in Clause (B) were not determined on a basis substantially
     consistent with the basis for the audited financial statements included or
     incorporated by reference in the Company's Registration Statement on Form
     10 or the Company's Annual Report on Form 10-K for the most recent fiscal
     year, as applicable;

          (D)  any unaudited pro forma consolidated condensed financial
     statements included or incorporated by reference in the Prospectus do not
     comply as to form in all material respects with the applicable accounting
     requirements of the Act and the published rules and regulations thereunder
     or the pro forma adjustments have not been properly applied to the
     historical amounts in the compilation of those statements;

          (E)  as of a specified date not more than five days prior to the date
     of such letter, there have been any changes in the consolidated capital
     stock (other than issuances of capital stock upon exercise of options and
     stock appreciation rights, upon earn-outs of performance shares and upon
     conversions of convertible securities, in each case which were outstanding
     on the date of the latest balance sheet included or incorporated by
     reference in the Prospectus) or any increase in the consolidated short-term
     borrowings or long-term debt of the Company and its subsidiaries or any
     other items specified by the Representatives, or any decreases in total
     investments, total assets or any other items specified by the
     Representatives, in each case as compared with amounts shown in the latest
     balance sheet included or incorporated by reference in the Prospectus,
     except in each case for changes, increases or decreases which the
     Prospectus discloses have occurred or may occur or which are described in
     such letter; and

          (F)  for the period from the date of the latest financial statements
     included or incorporated by reference in the Prospectus to the specified
     date referred to in Clause (E) there were any decreases in consolidated net
     revenues or operating profit or the total or per share amounts of
     consolidated net income or other items specified by the Representatives, or
     any increases in any items specified by the Representatives, in each case
     as compared with the comparable period of the preceding year and with any

 
                                                                             -4-

     other period of corresponding length specified by the Representatives,
     except in each case for increases or decreases which the Prospectus
     discloses have occurred or may occur or which are described in such letter;
     and

     (v)  in addition to the examination referred to in their report(s) included
or incorporated by reference in the Prospectus and the limited procedures,
inspection of minute books, inquiries and other procedures referred to in
paragraphs (iii) and (iv) above, they have carried out certain specified
procedures, not constituting an examination in accordance with generally
accepted auditing standards, with respect to certain amounts, percentages and
financial information specified by the Representatives which are derived from
the general accounting records of the Company and its subsidiaries, which appear
in the Prospectus (excluding documents incorporated by reference), or in Part II
of, or in exhibits and schedules to, the Registration Statement specified by the
Representatives or in documents incorporated by reference in the Prospectus
specified by the Representatives, and have compared certain of such amounts,
percentages and financial information with the accounting records of the Company
and its subsidiaries and have found them to be in agreement.

          All references in this Annex II to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Underwriting Agreement as of the date of the letter
delivered on the date of the Pricing Agreement, if so delivered, for purposes of
such letter and to the Prospectus as amended or supplemented (including the
documents incorporated by reference therein) in relation to the applicable
Designated Securities for purposes of the letter delivered at the Time of
Delivery for such Designated Securities.