Exhibit 1.1
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
4.70% SENIOR NOTES DUE SEPTEMBER 1, 2007
UNDERWRITING AGREEMENT
GENERAL TERMS AND CONDITIONS
August 26, 2002
To the Underwriters named in
Schedule I to the applicable Pricing Agreement.
Ladies and Gentlemen:
From time to time The Hartford Financial Services Group, Inc., a Delaware
corporation (the "Company"), proposes to enter into one or more Pricing
Agreements in the form of Annex I hereto which incorporates by reference these
Underwriting Agreement General Terms and Conditions (each, a "Pricing
Agreement"), 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 an Underwriter who acts without any firm being
designated as its or their representatives. The Underwriting Agreement shall not
be construed as an obligation of the Company to sell any of the Securities or as
an obligation of the Underwriters to purchase any of 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 the Designated
Securities, the initial public offering price of such Designated Securities or
the manner of determining such price, 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, the principal
amount of such Designated Securities to be purchased by each Underwriter and the
commission, if any, payable to the Underwriters with respect thereto 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 any
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 on Form S-3 (File No. 333-88762) 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 in the latest registration
statement, 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 (other than prospectuses filed pursuant to Rule 424(b) of
the rules and regulations of the Commission under the Securities Act of
1933, as amended (the "Act"), each in the form heretofore delivered to the
Representatives); 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 Act is hereinafter called a "Preliminary
Prospectus"); the various parts of such registration statement, including
all
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exhibits thereto and the documents incorporated by reference in the
prospectus contained in the latest 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, are hereinafter collectively called the "Registration
Statement"; the final 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 Sections 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 shall be deemed to refer to the Prospectus 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
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
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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 and any applicable Time of Delivery 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 the 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 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 business
affairs, management, financial position, and stockholders' equity or
results of
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operations of the Company and its subsidiaries taken as a whole, 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
(collectively referred to herein as the "Significant Subsidiaries" and
individually as 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 full corporate power and
authority to own its properties and conduct its business;
(f) The Company's authorized share capital is 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 and validly authorized, and, when
the Designated Securities are issued and delivered pursuant to 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 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 the provisions of the Securities, the Indenture, and any
Pricing Agreement with respect to the Designated Securities and the
consummation of the transactions therein contemplated have not conflicted
with or resulted in a breach or violation of any of the terms or
provisions of, or constituted a default under, and 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
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or assets of the Company is subject, except for such breaches, conflicts,
violations or defaults which would not have, individually or in the
aggregate with such other breaches, conflicts, violations and defaults, a
material adverse effect on the financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, considered as a
whole, and which will not affect the validity, performance or consummation
of the transactions contemplated by the Indenture or the Pricing Agreement
with respect to the Designated Securities, and have not resulted and will
not result in any violation of the provisions of the Certificate of
Incorporation or By-laws of the Company or any statute, rule or
regulation, or any order or decree of any court or regulatory authority or
other governmental agency or body having jurisdiction over the Company or
any of its properties; and no consent, approval, authorization, license,
order, registration or qualification of or with any such court, regulatory
authority or other 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 the Pricing Agreement or the Indenture with
respect to the Designated Securities, except those which have been, or
will have been prior to the Time of Delivery, obtained under the Act and
such consents, approvals, authorizations, registrations or qualifications
as may be required under state or foreign securities or state insurance
securities laws in connection with the purchase and distribution of the
Securities by the Underwriters, and except for such consents, approvals,
authorizations, licenses, orders, registrations or qualifications which
the failure to make, obtain or comply with would not have, individually or
in the aggregate with such other failures, a material adverse effect on
the financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, considered as a whole, and which will
not affect the validity, performance or consummation of the transactions
contemplated by the Indenture or the Pricing Agreement with respect to the
Designated Securities;
(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 considered
as a whole or which is required to be disclosed in the Registration
Statement;
(j) The Pricing Agreement with respect to the Designated Securities
has been duly authorized, executed and delivered by the Company;
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(k) The financial statements included in the Registration Statement
and Prospectus present fairly the financial position of the Company and
its consolidated subsidiaries as of the dates shown and their results of
operations and cash flows for the periods shown, and, except as otherwise
disclosed in the Prospectus as amended or supplemented, such financial
statements have been prepared in conformity with generally accepted
accounting principles in the United States applied on a consistent basis;
any schedules included in the Registration Statement present fairly the
information required to be stated therein; and
(l) There are no contracts or other documents of a character
required to be filed as an exhibit to the Registration Statement or
required to be described in the Registration Statement or the Prospectus
which are not filed or described as required.
3. Upon the execution of the Pricing Agreement applicable to the
Designated Securities and authorization by the Representatives of the release of
the Designated Securities, the several Underwriters propose to offer the
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.
4. Designated Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, 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 wire transfer of Federal (same-day) funds to the
account specified by the Company to the Representatives at least forty-eight
hours in advance as specified in such Pricing Agreement, with respect to the
Designated Securities, all in the manner and 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".
5. The Company agrees with each of the Underwriters of the Designated
Securities:
(a) To prepare the Prospectus as amended or 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
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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 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 promptly use its best
efforts to obtain the withdrawal of such order;
(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 insurance 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) Prior to 12:00 p.m., New York City time, on the business day
next succeeding the date of the Pricing Agreement applicable to the
Designated Securities and from time to time, 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
8
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 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 or the Exchange 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 correct such
statement or omission or effect such compliance;
(d) To make generally available to its securityholders 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)
under the Act), 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 the Designated Securities and continuing to and including
the date 90 days after the date of the Prospectus Supplement, not to
offer, sell, contract to sell or otherwise dispose of, except as provided
hereunder, any securities of the Company which are substantially similar
to the 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, any Pricing Agreement, any Indenture, any Blue Sky or
similar investment surveys or memoranda, closing documents (including
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compilations thereof) and any other documents in connection with the offering,
purchase, sale and delivery of the Securities; (iii) all 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 survey(s); (iv) the cost of
preparing certificates for the Securities; (v) the fees charged by securities
rating services for rating the Securities; (vi) any filing fees incident to any
required review by the National Association of Securities Dealers, Inc. of the
terms of the sale of the Securities; (vii) the fees and expenses of any Trustee
and any agent of any Trustee and the fees and disbursements of any 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, and Sections 8
and 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 applicable 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;
(b) Davis Polk & Wardwell, 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 Pricing
Agreement applicable to the Designated Securities, the validity of
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the Designated Securities being delivered at such Time of Delivery, the
Indenture, the Registration Statement, the Prospectus and such other
related matters as the Representatives may reasonably request, and such
counsel shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters;
(c) Debevoise & Plimpton, counsel for the Company, shall have
furnished to the Company (with a statement authorizing you to rely
thereon) their written opinion dated the Time of Delivery for such
Designated Securities, in form and substance satisfactory to you, to the
effect that:
(i) The Designated Securities have been duly authorized, and
when executed by the Company and authenticated by the Trustee in
accordance with the provisions of the Indenture and delivered to and
paid for by the Underwriters in accordance with the terms of this
Agreement and the Pricing Agreement, will 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;
(ii) The Indenture has been duly authorized, executed and
delivered by the Company and constitutes a valid and legally binding
instrument, enforceable in accordance with its terms, except as the
enforceability may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium and other laws of general applicability
relating to or affecting creditors' rights and (b) general equity
principles (regardless of whether such enforceability is considered
in a proceeding in equity or law); and the Indenture has been duly
qualified under the Trust Indenture Act;
(d) Neal S. Wolin, Esq. Executive Vice President and General Counsel
to The Company, shall have furnished to you his written opinion, dated the
Time of Delivery for such Designated Securities, in form and substance
satisfactory to you, to the effect that:
(i) The Company is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation,
with power and authority (corporate or other) to own its properties
and conduct its business as described in the Prospectus as amended
or supplemented;
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(ii) The Company's authorized share capital is 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, as amended or
supplemented on or prior to the date of the Pricing Agreement
relating to the Designated Securities, there is no action, suit or
proceeding pending, nor to such counsel's best 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, considered as a whole, or which is required to be
disclosed in the Registration Statement;
(iv) The Pricing Agreement with respect to the Designated
Securities has been duly authorized, executed and delivered by the
Company;
(v) The issue and sale of the Designated Securities and the
compliance by the Company with 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 Amended and Restated Certificate of Incorporation
or Amended 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;
(vi) No consent, approval, authorization, order, registration
or qualification of or with any such court or governmental agency or
body is required for the issue or sale of the Designated Securities
or the consummation by the Company of the transactions contemplated
by the Pricing Agreement or the Indenture, except such as have been
obtained under the Act and the Trust Indenture Act and any such
consent, approval, authorization, order, registration or
qualification as may be
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required under state securities or Blue Sky laws in connection with
the purchase and distribution of the Designated Securities by the
Underwriters;
(vii) 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 document; and
(viii) The Registration Statement and the Prospectus as
amended or supplemented and any further amendments and supplements
thereto made by the Company on or prior to the date of the Pricing
Agreement relating to 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 rules and regulations of the Commission thereunder; and
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
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Statement or any further amendment thereto on or prior to the date
of the Pricing Agreement relating to 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) 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 on or prior to
the date of the Pricing Agreement relating to 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) contained 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, 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 on or prior to the date of the Pricing
Agreement relating to 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) contains
an untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements therein, in the 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);
In rendering such opinion, such counsel may state that he expresses
no opinion as to the laws of any jurisdiction outside the United States
and in respect of matters of fact such counsel may rely upon certificates
of officers of the Company and its subsidiaries; provided that such
counsel shall state he believes that both you and he are justified in
14
relying upon such opinions and certificates and copies of such opinions
and certificates are made available to you;
(e) On the date of the Pricing Agreement for the Designated
Securities at a time prior to the execution of the Pricing Agreement with
respect to such Designated Securities and at each Time of Delivery for
such Designated Securities, Deloitte and Touche LLP, the independent
accountants of the Company, shall have furnished to the Representatives a
letter, dated the date of the Pricing Agreement and a letter dated such
Time of Delivery, respectively, as to such matters ordinarily included in
accountants' "comfort letters" to underwriters as the Representatives may
reasonably request and in form and substance satisfactory to the
Representatives;
(f) (i) Except as described in or contemplated by the Registration
Statement and the Prospectus, as amended or supplemented on or prior to
the date of the Pricing Agreement relating to the Designated Securities,
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,
considered as a whole, from the dates as of which information is given in
the Registration Statement and the Prospectus as amended or supplemented
on or prior to the date of the Pricing Agreement relating to the
Designated Securities; and (ii) except as contemplated in the Prospectus,
as amended or supplemented on or prior to the date of the Pricing
Agreement relating to the Designated Securities, since the respective
dates as of which information is given in the Prospectus as amended or
supplemented on or prior to the date of the Pricing Agreement relating to
the Designated Securities there shall not have been any change in the
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 long-term debt of the
Company or any of its subsidiaries or any change, or any development
involving a prospective change, in or affecting the business affairs,
management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries considered as a whole,
otherwise than as set forth or contemplated in the Prospectus as amended
on or prior to the date of the Pricing Agreement relating to the
Designated Securities, the effect of which, in any such case described in
clause (i) or (ii), is in the reasonable judgment of the Representatives
so material and adverse as to make it impracticable or inadvisable to
proceed with the
15
public offering or the delivery of the Designated Securities on the terms
and in the manner contemplated in the Prospectus as first amended or
supplemented relating to the Designated Securities;
(g) 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 the effect of which, in any case described in
clause (i) or (ii), is in your reasonable judgment 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
relating to the Designated Securities;
(h) 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 or material limitation in trading in securities generally
on the New York Stock Exchange (the "Exchange"); (ii) a material
suspension or limitation in trading in the Company's securities on the
Exchange; (iii) a general moratorium on commercial banking activities
declared by either Federal or New York State authorities; or (iv) a
material adverse change in the financial markets, the outbreak or
escalation of hostilities involving the United States or the declaration
by the United States of a national emergency or war or other calamity or
crisis; 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 relating to the Designated Securities; and
(i) The Company shall have furnished or caused to be furnished to
the Representatives at each 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 (f) of this
16
Section and as to such other matters as the Representatives may reasonably
request.
8. (a) The Company will indemnify and hold harmless each Underwriter, its
partners, directors and officers and each person, if any, who controls such
Underwriter within the meaning of Section 15 of the Act, 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 the Registration Statement, the Prospectus, or any amendments or
supplement thereto, or any related preliminary prospectus or preliminary
prospectus supplement, 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 losses,
claims, damages, liabilities or action 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 based upon an
untrue statement or alleged untrue statement or omission or alleged omission
from any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives, if any, specifically for use therein, it being understood and
agreed that the only such information furnished by any Underwriter consists of
the information described as such in Schedule II.
(b) Each Underwriter of Designated Securities will severally and not
jointly indemnify and hold harmless the Company, its directors and
officers and each person, if any, who controls the Company within the
meaning of Section 15 of the Act, 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 the
Registration Statement, the Prospectus or any amendment or supplement
thereto, or any related preliminary prospectus or preliminary prospectus
supplement, 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, 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 reliance upon
and in conformity with written information furnished to the Company by
such
17
Underwriter through the Representatives, if any, specifically for use
therein, and will reimburse any legal or other expenses reasonably
incurred by the Company in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are
incurred, it being understood and agreed that the only such information
furnished by any Underwriter consists of the information described as such
in Schedule II.
(c) Promptly after receipt by an indemnified party under this
section 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 subsection (a) or (b) above, 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
subsection (a) or (b) above. In the case of parties indemnified pursuant
to Section 8(a) above, counsel to the indemnified parties shall be
selected by the Representatives. An indemnifying party may participate at
its own expense in the defense of any such action; provided, however, that
counsel to the indemnifying party shall not (except with the consent of
the indemnified party) also be counsel to the indemnified party. In no
event shall the indemnifying parties be liable for fees and expenses of
more than one counsel (in addition to any local counsel) separate from
their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution
could be sought under this Section 8 (whether or not the indemnified
parties are actual or potential parties thereto), unless such settlement,
compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement
as to or an admission of fault, culpability or a failure to act by or on
behalf of any indemnified party.
(d) If the indemnification provided for in this Section is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of the
losses, claims, damages or liabilities referred to in subsection (a) or
(b)
18
above (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on
the other from the offering of the Designated Securities or (ii) if the
allocation provided by clause (i) is not permitted by applicable law, in
such proportions as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and the Underwriters on the other in
connection with the statements of omissions which resulted in such losses,
claims, damages or liabilities as well as any relevant equitable
considerations. The relative benefits received by the Company on one hand
and the Underwriters on the other hand shall be deemed to be in the same
proportions as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts
and commissions received by the 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 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 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 and not joint.
19
(e) The obligations of the Company under this Section shall be in
addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each officer and
director of the Underwriters and to each person, if any, who controls
any Underwriter within the meaning of the Act; and the obligations of
the Underwriters under this Section 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 director and
officer 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 Securities, the Representatives may in their
discretion arrange for themselves or another party or other parties to purchase
such 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, as the case may be, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties reasonably satisfactory to the
Representatives to purchase such 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 Securities, or the Company
notifies the Representatives that it has so arranged for the purchase of such
Securities, the Representatives or the Company shall have the right to postpone
a Time of Delivery for such 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 the Pricing Agreement shall include any person
substituted under this Section with like effect as if such person had originally
been a party to 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 Securities
which remains unpurchased does not exceed one-eleventh of the aggregate
principal amount of the Designated Securities to be purchased at the
respective Time of Delivery, then the Company shall have the right to
require each non-defaulting Underwriter to purchase the principal
amount of
20
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 or incorporated by reference in the Pricing Agreement with respect to
the Designated Securities or made by or on behalf of them, respectively,
pursuant to such Pricing 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 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 due to the failure
of Davis Polk & Wardwell to deliver its opinion to the Representatives pursuant
to Section 7(b) or pursuant to Section 9 hereof, the Company shall not then be
under any liability to any Underwriter with respect to the Designated Securities
governed by such Pricing Agreement except as provided in Sections 6 and 8
hereof; but, if for any other reason Designated Securities are not delivered by
or on behalf of the Company as provided herein (other than in respect of a
breach of the Pricing Agreement by any Underwriter of Designated Securities
covered by
21
such Pricing Agreement), 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 Sections 6 and 8 hereof.
12. In all dealings under the Pricing Agreement applicable to the
Designated Securities, the Representatives of the Underwriters of the Designated
Securities shall act on behalf of each of such Underwriters, and the parties
thereto shall be entitled to act and rely upon any statement, request, notice or
agreement on behalf of any such Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in such 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 with respect to the Designated Securities; 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:
General Counsel; 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.
13. This Agreement and each Pricing Agreement with respect to the
Designated Securities shall be binding upon, and inure solely to the benefit of,
the Underwriters and the Company and, to the extent provided in Sections 8 and
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 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 other than a Saturday or Sunday or a
day on which banks in the City of New York are authorized or required to close.
22
15. These Underwriting Agreement General Terms and Conditions and
each Pricing Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
16. The Agreement and each Pricing Agreement may be executed by any
one or more of the parties 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.
23
If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof.
Very Truly yours,
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By: /s John N. Giamalis
------------------------------------
Name: John N. Giamalis
Title: Vice President and Treasurer
Accepted as of the date hereof:
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
As Representatives of the Underwriters listed in
Schedule I to the Pricing Agreement
By: Banc of America Securities LLC
By: /s Lily Chang
------------------------------------
Name: Lily Chang
Title: Principal
ANNEX I
PRICING AGREEMENT
To the Underwriters named
in Schedule I hereto
August 26, 2002
Ladies and Gentlemen:
The Hartford Financial Services Group, Inc., a Delaware corporation
(the "Company"), proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement General Terms and Conditions, dated August 26,
2002, attached hereto, to issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities"). Each of the provisions of the Underwriting Agreement
General Terms and Conditions 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. Each reference to the
Representatives herein and in the provisions of the Underwriting Agreement
General Terms and Conditions so incorporated by reference shall be deemed to
refer to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement General Terms and Conditions 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 General Terms and Conditions and the addresses of
the 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 General Terms and Conditions incorporated herein by
reference, the Company agrees to issue and sell to the Underwriter, and the
Underwriter agrees to purchase from the Company, at the time and place and at
the purchase price to the Underwriter set forth in Schedule II hereto, the
principal amount of Designated Securities set forth opposite the name of such
Underwriter in Schedule I hereto.
I-1
If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon acceptance hereof by you, on
behalf of the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement General Terms and Conditions
incorporated herein by reference, shall constitute a binding agreement between
each Underwriter, on the one hand, and the Company, on the other.
Very Truly yours,
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By: /s John N. Giamalis
-------------------------------------
Name: John N. Giamalis
Title: Vice President and Treasurer
Accepted as of the date hereof:
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
As Representatives of the Underwriters listed in
Schedule I to the Pricing Agreement
By: Banc of America Securities LLC
By: /s Lily Chang
-------------------------------------
Name: Lily Chang
Title: Principal
I-2
SCHEDULE I
Principal
Amount of
Designated
Securities to Be
Underwriter Purchased
---------
Banc of America Securities LLC.......................... $ 105,000,000
Morgan Stanley & Co. Incorporated....................... $ 105,000,000
Edward D. Jones and Company LLC......................... $ 22,500,000
UBS Warburg LLC......................................... $ 22,500,000
Wachovia Securities, Inc................................ $ 22,500,000
Wells Fargo Securities LLC.............................. $ 22,500,000
-------------
Total................................................... $ 300,000,000
=============
I-3
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
4.70% Senior Notes due September 1, 2007
AGGREGATE PRINCIPAL AMOUNT:
$300,000,000
INITIAL OFFERING PRICE BY UNDERWRITER:
99.832% of the principal amount of the Designated Securities, plus
accrued interest, if any, from August 29, 2002.
PURCHASE PRICE BY UNDERWRITER:
99.232% of the principal amount of the Designated Securities, plus
accrued interest, if any, from August 29, 2002.
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated custodian,
to be made available for checking by the Representatives at least twenty-four
hours prior to the Time of Delivery at the office of DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
TIME OF DELIVERY:
10:00 a.m. (New York City time) on August 29, 2002, or at such other
time and date as the Representatives and the Company may agree upon in writing.
INDENTURE:
Indenture dated October 20, 1995 between the Company and JP Morgan
Chase (formerly The Chase Manhattan Bank), as Trustee.
I-4
MATURITY:
September 1, 2007
INTEREST RATE:
4.70%
INTEREST PAYMENT DATES:
Semi-annually on March 1 and September 1, commencing March 1, 2003
REDEMPTION PROVISIONS:
The Designated Securities may not be redeemed prior to their stated
maturity.
DEFEASANCE
As set forth in the Prospectus under the caption "Description of the
Debt Securities - Defeasance".
CLOSING LOCATION:
Debevoise & Plimpton, 919 Third Avenue, New York, New York 10022, or at
such other place as the Representatives and the Company may agree upon in
writing.
NAMES AND ADDRESSES OF REPRESENTATIVES:
Banc of America Securities LLC
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
I-5
INFORMATION PROVIDED BY THE UNDERWRITER:
The Underwriters have furnished to the Company for use in the
Prospectus Supplement:
(a) The names of the Underwriters in the table and the first
paragraph of text following the table under the caption
"Underwriting" in the Prospectus Supplement concerning the
terms of the offering by the Underwriter;
(b) The second sentence of the second paragraph of text following
the table under the caption "Underwriting" in the Prospectus
Supplement, concerning the nature of the transactions by the
Underwriter; and
(c) The third, fourth and fifth paragraphs of text following the
table under the caption "Underwriting" in the Prospectus
Supplement, concerning the terms of the offering and short
sales and other stabilizing transactions by the Underwriter.
I-6