EXHIBIT 1.1
EXECUTION COPY
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
$200,000,000
4.75% SENIOR NOTES DUE MARCH 1, 2014
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UNDERWRITING AGREEMENT
GENERAL TERMS AND CONDITIONS
March 4, 2004
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 (each, a "PRICING AGREEMENT") which
incorporates by reference these Underwriting Agreement General Terms and
Conditions (this "UNDERWRITING 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. 333-108067)
in respect of the Designated 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 (excluding exhibits to such registration statement, but
including all documents incorporated by reference in the prospectus
contained in the registration statement) heretofore delivered or to be
delivered to the Representatives, have been declared effective by the
Commission in such form; other than a registration statement, if any,
increasing the size of the offering (a "RULE 462(b) REGISTRATION
STATEMENT"), filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended (the "ACT"), which became effective upon filing, 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 Act, each in the form heretofore delivered to the
Representatives); and no stop order suspending the effectiveness of
such registration statement or the Rule 462(b) Registration Statement
has been issued and no proceeding for that purpose has been initiated
or threatened by the Commission; any preliminary
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prospectus included in such registration statement or filed with the
Commission pursuant to Rule 424(b) of the rules and regulations of the
Commission under the Act is hereinafter called a "PRELIMINARY
PROSPECTUS"; the various parts of such registration statement and the
Rule 462(b) Registration Statement, including all exhibits thereto and
the documents incorporated by reference in the prospectus contained in
such registration statements at the time such part of the registration
statements became effective but excluding Form T- 1, each as amended at
the time such parts of the registration statements became effective,
are hereinafter collectively called the "REGISTRATION STATEMENT"; the
final prospectus relating to the 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, 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 or quarterly 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;
(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 required to be stated therein or
necessary to make the statements therein
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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, the date of the
applicable Pricing Agreement and any applicable Time of Delivery (as
defined below) 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, upon conversions of
convertible securities and upon exercises of stock purchase contracts,
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 operations of the Company and its subsidiaries
taken as a whole, otherwise than as set forth or contemplated in the
Prospectus;
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(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; to
the Company's knowledge, all of the issued shares of capital stock of
each Significant Subsidiary are owned, directly or indirectly through
wholly-owned subsidiaries, by the Company free and clear of all
material liens, encumbrances, equities or claims;
(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 Designated 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 against payment therefor, 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 Designated 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
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party or by which the Company is bound or to which any of the property
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 Designated 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 the Exchange 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
Designated 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) This Underwriting Agreement and the Pricing Agreement with
respect to the Designated Securities have 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 each 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
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
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Prospectus as amended or supplemented after the date of the Pricing
Agreement relating to such Designated Securities and prior to the Time
of Delivery for such Designated Securities which shall be disapproved
by the Representatives for such Designated 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
Designated 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 Designated Securities, of the
suspension of the qualification of such Designated 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
Designated 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 Designated
Securities for offering and sale under the insurance and 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 Designated 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; and provided further that the
Company shall not be required to qualify the Designated Securities in
any jurisdiction if such qualification would result in any obligation
on the part of the Company to make filings with any governmental entity
in such jurisdiction after the completion of the offering;
(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
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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 Designated 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);
(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; and
(f) If the Company elects to rely upon Rule 462(b), the
Company shall file a Rule 462(b) Registration Statement with the
Commission in compliance with Rule 462(b) by 10:00 p.m., Washington,
D.C. time, on the date of this Agreement, and the Company shall either
(a) by the time of filing pay to the Commission the filing fee for the
Rule 462(b) Registration Statement or (b) at the time of filing submit
with the 462(b) Registration Statement the certification required under
Rule 111(b) under the Act.
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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 Designated 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
compilations thereof) and any other documents in connection with the offering,
purchase, sale and delivery of the Designated Securities; (iii) all expenses in
connection with the qualification of the Designated 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 Designated 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 Designated 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 Designated 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 Designated 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; the Rule 462(b)
Registration
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Statement, if any, shall have become effective by 10:00 p.m.,
Washington, D.C. time, on the date of this Agreement; 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 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 LLP, 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; and
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(iii) The discussion under the caption "United States
Federal Income Tax Consequences" in the Prospectus Supplement
constitutes, in all material respects, a fair and accurate
summary of the United States federal income tax consequences
of the purchase, ownership and disposition of the Designated
Securities.
(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;
(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 Underwriting Agreement and the Pricing
Agreement with respect to the Designated Securities have 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
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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 required under state securities or
Blue Sky laws in connection with the purchase and distribution
of the Designated Securities by the Underwriters;
(vii) Based upon specified participation of such
counsel in connection with the preparation of the Registration
Statement and the Prospectus, (a) such counsel has no reason
to believe that (i) as of the date of the Pricing Agreement,
the Registration Statement (other than the financial
statements and related schedules and other financial data
therein, as to which such counsel need express no belief)
contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or
necessary to make the statements therein not misleading or
(ii) as of its date and as of the Time of Delivery, the
Prospectus (other than the financial statements and related
schedules and other financial data therein, as to which such
counsel need express no belief) contained or contains any
untrue statement of a material fact or omitted or omits to
state any material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading; (b) the Registration
Statement, at the time it became effective, the Prospectus, as
of its date, and each of documents incorporated by reference
into the Prospectus, as of the date it was filed with the
Commission (in each case, other than the financial statements
and related schedules and other financial data therein, as to
which such counsel need express no belief), appeared on their
face to be appropriately responsive 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 (c) such counsel does not know of any
amendment to the
13
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 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
14
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 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 a material disruption in commercial banking or
securities settlement or clearance services in the United States; 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
15
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 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
16
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
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
17
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) 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.
18
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.
(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 Designated 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 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 a 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 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
19
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 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 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 Designated 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
20
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 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 Designated Securities from any Underwriter shall be deemed a successor or
assign by reason merely of such purchase.
21
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.
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.
22
If the foregoing is in accordance with your understanding, please sign
and return to us five counterparts hereof.
Very truly yours,
THE HARTFORD FINANCIAL
SERVICES GROUP, INC.
By: /s/ John N. Giamalis
----------------------------
Name: John N. Giamalis
Title: Senior Vice President
and Treasurer
Accepted as of the date hereof:
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
As Representatives of the Underwriters listed in
Schedule I to the Pricing Agreement
BANC OF AMERICA SECURITIES LLC
By: /s/ Peter J. Carbone
-------------------------------------------
Name: Peter J. Carbone
Title: Vice President
BANC ONE CAPITAL MARKETS, INC.
By: /s/ Robert Nordlinger
-------------------------------------------
Name: Robert Nordlinger
Title: Managing Director
ANNEX I
PRICING AGREEMENT
To the Underwriters named
in Schedule I hereto
March 4, 2004
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 March 4, 2004,
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.
Each Underwriter, severally and not jointly, represents and agrees
that:
i. it has not offered or sold and, prior to the expiry of a period of six
months from the closing date, will not offer or sell any Designated
Securities to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances which have not resulted
and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995;
ii. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000 ("FSMA")) received by it in
connection with the issue or sale of any Designated Securities in
circumstances in which section 21(1) of the FSMA does not apply to the
Company;
iii. it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to the Designated
Securities in, from or otherwise involving the United Kingdom.
iv. it has not, offered, sold, transferred or delivered the Designated
Securities in or from The Netherlands, as part of their initial
distribution or as part of any re-offering, and has not distributed or
circulated in The Netherlands the Prospectus nor any other document in
respect of the offering of the Designated Securities, other than to
persons who trade or invest in securities in the conduct of a
profession or business (which include banks, stockbrokers, insurance
companies, investment undertakings, pension funds, other institutional
investors and finance companies and treasury departments of large
enterprises) or in circumstances where one of the exceptions to or
exemptions from the prohibition contained in article 3(1) of the
Securities Transactions Supervision Act 1995 ("Wet toezicht
effectenverkeer 1995") applies.
v. it has not offered or sold, and it will not offer or sell, directly or
indirectly, any of the Designated Securities in Japan or to, or for the
account or benefit of, any resident of Japan or to, or for the account
or benefit, of any resident for reoffering or resale, directly or
indirectly, in Japan or to, or for the account or benefit of, any
resident of Japan except (i) pursuant to an exemption from the
registration requirements of, or otherwise in compliance with, the
Securities and Exchange Law of Japan and (ii) in compliance with the
other relevant laws and regulations of Japan.
vi. it has not offered or sold the Designated Securities in Hong Kong by
means of any document other than to persons whose ordinary business is
to buy or sell shares or debentures, whether as principal or agent, or
in circumstances which do not constitute an offer to the public within
the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and it
has not issued any advertisement, invitation or document relating to
the Designated Securities, whether in Hong Kong or elsewhere, which is
directed at, or the contents of which are likely to be accessed or read
by, the public in Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to Designated
Securities which are or are intended to be disposed of only to persons
outside Hong Kong or only to "professional investors" within the
meaning of the
Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules
made thereunder.
vii. it will not circulate or distribute the Prospectus and any other
document or material in connection with the offer or sale, or
invitation or subscription or purchase, of the Designated Securities,
and it will not offer or sell the Designated Securities, or make the
Designated Securities the subject of an invitation for subscription or
purchase, whether directly or indirectly, to the public or any member
of the public in Singapore other than to an institutional investor or
other person specified in Section 274 of the Securities and Futures
Act, chapter 289 of Singapore (the "Securities and Futures Act "), (b)
to a sophisticated investor, and in accordance with the conditions
specified, in Section 275 of the Securities and Futures Act or (c)
otherwise pursuant to, and in accordance with the conditions of, any
other applicable provision of the Securities and Futures Act
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 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 such 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.
If the foregoing is in accordance with your understanding, please sign
and return to us five 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: Senior Vice President
and Treasurer
Accepted as of the date hereof:
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
As Representatives of the Underwriters listed in
Schedule I to the Pricing Agreement
BANC OF AMERICA SECURITIES LLC
By: /s/ Peter J. Carbone
-------------------------------------------
Name: Peter J. Carbone
Title: Vice President
BANC ONE CAPITAL MARKETS, INC.
By: /s/ Robert Nordlinger
-------------------------------------------
Name: Robert Nordlinger
Title: Managing Director
SCHEDULE I
Principal Amount
of Designated
Securities to Be
Underwriter Purchased
----------- ---------
Banc of America Securities LLC $88,000,000
Bank One Capital Markets, Inc. 88,000,000
BB&T Capital Markets, a division of Scott and
Stringfellow, Inc. 24,000,000
------------
Total........................................... $200,000,000
============
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
4.75% Senior Notes due March 1, 2014
AGGREGATE PRINCIPAL AMOUNT:
$200,000,000
INITIAL OFFERING PRICE BY UNDERWRITER:
99.311% of the principal amount of the Designated Securities, plus
accrued interest, if any, from March 9, 2004.
PURCHASE PRICE BY UNDERWRITER:
98.661% of the principal amount of the Designated Securities, plus
accrued interest, if any, from March 9, 2004.
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 March 9, 2004, or at such other time
and date as the Representatives and the Company may agree upon in writing.
INDENTURE:
Indenture to be dated March 9, 2004 between the Company and JP Morgan
Chase, as Trustee (the "TRUSTEE").
MATURITY:
March 1, 2014
INTEREST RATE:
4.75%
INTEREST PAYMENT DATES:
Semi-annually in arrears on March 1 and September 1, commencing
September 1, 2004.
REDEMPTION PROVISIONS:
The Designated Securities may be redeemed in whole or in part at any
time and from time to time at a price to be determined as set forth in the
Prospectus under the caption "Description of the Notes - Optional Redemption".
DEFEASANCE
As set forth in the Prospectus under the caption "Description of the
Debt Securities - Defeasance".
CLOSING LOCATION:
Debevoise & Plimpton LLP, 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
9 West 57th Street
New York, New York 10019
Banc One Capital Markets, Inc.
1 Bank One Plaza
Chicago, IL 60670
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 of Underwriters
under the caption "Underwriting" in the Prospectus Supplement;
(b) The second paragraph of text following the table under the
caption "Underwriting" in the Prospectus Supplement;
(c) The third sentence of the fifth paragraph of text following
the table under the caption "Underwriting" in the Prospectus
Supplement; and
(d) The sixth paragraph of text following the table under the
caption "Underwriting" in the Prospectus Supplement.