EXHIBIT 1.1
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
COMMON STOCK
($0.01 PAR VALUE PER SHARE)
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UNDERWRITING AGREEMENT
GENERAL TERMS AND CONDITIONS
September 9, 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 shares of its
Common Stock, $0.01 par value per share (the "Shares") specified in Schedule II
to such Pricing Agreement (with respect to such Pricing Agreement, the "Firm
Shares"). If specified in such Pricing Agreement, the Company may grant to the
Underwriters the right to purchase at their election an additional number of
Shares, specified in such Pricing Agreement as provided in Section 3 hereof (the
"Optional Shares"). The Firm Shares and the Optional Shares, if any, which the
Underwriters elect to purchase pursuant to Section 3 hereof are herein
collectively called the "Designated Shares".
The terms and rights of any particular issuance of Designated Shares shall
be as specified in the Pricing Agreement relating thereto.
1. Particular sales of Designated Shares may be made from time to time to
the Underwriters of such Shares, for whom the firms designated as
representatives of the Underwriters of such Shares 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 or Underwriters who act 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 Shares
or as an obligation of the Underwriters to purchase any of the Shares. The
obligation of the Company to issue and sell any of the Shares and the obligation
of any of the Underwriters to purchase any of the Shares shall be evidenced by
the Pricing Agreement with respect to the Designated Shares specified therein.
Each Pricing Agreement shall specify the aggregate number of the Designated
Shares, the initial public offering price of such Designated Shares or the
manner of determining such price, the purchase price to the Underwriters of such
Designated Shares, the names of the Underwriters of such Designated Shares, the
names of the Representatives of such Underwriters, the number of such Designated
Shares 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 Firm and Optional Shares, if any, and payment
therefor. 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 Shares 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
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Commission under the Act is hereinafter called a "Preliminary
Prospectus"); the various parts of such registration statement, including
all exhibits thereto and the documents incorporated by reference in the
prospectus contained in the latest registration statement at the time such
part of the registration statement became effective, each as amended at
the time such part of the registration statement became effective, are
hereinafter collectively called the "Registration Statement"; the
prospectus relating to the Designated Shares, 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, 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.
(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
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
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Underwriter of Designated Shares through the Representatives expressly for
use in the Prospectus as amended or supplemented relating to such Shares;
(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 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 Shares through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Shares;
(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 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
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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 its
knowledge, all of the issued shares of capital stock of each Significant
Subsidiary are owned by the Company, directly or indirectly through
wholly-owned subsidiaries, 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 Shares have been duly and validly authorized, and, when the
Designated Shares are issued and delivered pursuant to the Pricing
Agreement with respect to such Designated Shares, such Designated Shares
will be duly and validly issued and fully paid and non-assessable; the
Shares conform to the description thereof contained in the Registration
Statement and the Designated Shares will conform to the description
thereof contained in the Prospectus as amended or supplemented with
respect to such Designated Shares.
(h) The issue and sale of the Shares and the compliance by the
Company with all the provisions of the Pricing Agreement with respect to
the Designated Shares 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 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 Pricing Agreement with respect to the Designated Shares, 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
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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 Shares or the consummation by the Company of the
transactions contemplated by the Pricing Agreement with respect to the
Designated Shares, except those which have been, or will have been prior
to the Time of Delivery, obtained under the Act and the Securities and
Exchange Act of 1934, as amended (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 Shares 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 Pricing Agreement with respect to the Designated
Shares;
(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 Shares has
been duly authorized executed and delivered by the Company;
(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
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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 Firm
Shares and authorization by the Representatives of the release of the Firm
Shares, the several Underwriters propose to offer the Firm Shares for sale upon
the terms and conditions set forth in the Prospectus as amended or supplemented.
The Company may specify in the Pricing Agreement applicable to any
Designated Shares that the Company thereby grants to the Underwriters the right
(an "Overallotment Option") to purchase at their election up to a certain number
of Optional Shares, on the terms set forth in such Pricing Agreement, for the
sole purpose of covering sales of Shares in excess of the number of Firm Shares.
Any such election to purchase Optional Shares may be exercised by written notice
from the Representatives to the Company, given within a period specified in the
Pricing Agreement, setting forth the aggregate number of Optional Shares to be
purchased and the date on which such Optional Shares are to be delivered, as
determined by the Representatives but in no event earlier than the First Time of
Delivery (as defined in Section 4 hereof) or, unless the Representatives and the
Company otherwise agree in writing, earlier than or later than the respective
number of business days after the date of such notice set forth in such Pricing
Agreement.
The number of Optional Shares to be added to the number of Firm Shares to
be purchased by each Underwriter as set forth in Schedule I to the Pricing
Agreement applicable to such Designated Shares shall be, in each case, the
number of Optional Shares which the Company has been advised by the
Representatives have been allocated to such Underwriter; provided that, if the
Company has not been so advised, the number of Optional Shares to be so added
shall be, in each case, that proportion of Optional Shares which the number of
Firm Shares to be purchased by such Underwriter under such Pricing Agreement
bears to the aggregate number of Firm Shares (rounded as the Representatives may
determine to the nearest 100 shares). The total number of Designated Shares to
be purchased by all the Underwriters pursuant to such Pricing Agreement shall be
the aggregate number of Firm Shares set forth in Schedule I to such Pricing
Agreement plus the aggregate number of Optional Shares which the Underwriters
elect to purchase.
4. Certificates for the Designated Shares to be purchased by each
Underwriter pursuant to the Pricing Agreement relating thereto, in the form
specified in such Pricing Agreement (including, if so specified, in
uncertificated form), and in such authorized denominations and registered in
such names as the Representatives may request upon at least forty-eight hours'
prior notice to the
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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, (i) with respect to the Firm Shares, 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 "First Time of Delivery",
and (ii) with respect to the Optional Shares, if any, in the manner and at the
time and date specified by the Representatives in the written notice given by
the Representatives of the Underwriters' election to purchase such Optional
Shares, or at such other time and date as the Representatives and the Company
may agree upon in writing, such time and date, if not the First Time of
Delivery, herein called the "Second Time of Delivery." Each such time and date
for delivery is herein called a "Time of Delivery". For purposes of this
Agreement, New York Business Day shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in New York
are generally authorized or obligated by law or executive order to close.
5. The Company agrees with each of the Underwriters of the Designated
Shares:
(a) To prepare the Prospectus as amended or supplemented in relation
to the applicable Designated Shares 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 Shares, or, if applicable, such
earlier time as may be required by Rule 424(b); to make no further
amendment or any supplement to the Registration Statement or Prospectus as
amended or supplemented after the date of the Pricing Agreement relating
to such Shares and prior to the Time of Delivery for such Shares which
shall be disapproved by the Representatives for such Shares 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 Shares, and
during such same period to advise the Representatives, promptly after it
receives notice thereof, of the time when any amendment
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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 Shares, 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 Shares 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 Shares 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 Shares,
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 Shares 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 request, and, if the
delivery of a prospectus is required at any time in connection with the
offering or sale of the Shares 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
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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) Without the prior written consent of each of the Representatives
on behalf of the Underwriters, it will not, during the period beginning
from the date of the Pricing Agreement for the Designated Shares and
continuing to and including the date 90 days after the date of the
Prospectus Supplement (the "Lock-up Period"), (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to
purchase, lend or otherwise transfer or dispose of, directly or
indirectly, any shares of the Company's Common Stock or any securities
convertible into or exercisable or exchangeable for the Company's Common
Stock or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of
ownership of the Company's Common Stock, whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of the
Company's Common Stock or such other securities, in cash or otherwise. The
foregoing sentence shall not apply to (a) the sale of any Designated
Shares to the Underwriters hereunder, (b) transactions relating to the
Company's Common Stock or other securities acquired in open market
transactions after the completion of the public offering by the several
Underwriters of the Designated Shares, (c) any shares of capital stock
issued by the Company upon the exercise of an option, warrant or right or
the conversion of a security outstanding on the date hereof; (d) any
capital stock issued or options to purchase shares of the Company's Common
Stock granted pursuant to employment benefit plans of the Company or other
employee or non-employee director compensation arrangements or agreements
in existence as of the date of the Prospectus; (e) any capital stock or
any securities convertible into or exercisable or exchangeable for capital
stock of the Company as consideration for any acquisition by the Company,
provided that in any such transaction not registered under the Act in
which the recipients would receive such capital stock or securities during
the Lock-up Period, the recipients of such capital stock or securities
agree in writing not to sell or otherwise transfer such capital stock or
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securities during the Lock-up Period; or (f) the Equity Units, including
any shares of Common Stock of the Company to be issued in connection with
the Equity Units, to be sold by the Company to the several underwriters
(the "Equity Units Underwriters") named in Schedule I to the Pricing
Agreement relating to the Equity Units, dated September 9, 2002, between
the Company and Banc of America Securities LLC, Xxxxxx Xxxxxxx & Co.
Incorporated and Xxxxxxx Xxxxx Barney, Inc., acting as representatives of
the Equity Units Underwriters.
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 Shares 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 Blue Sky
Memorandum, closing documents (including compilations thereof) and any other
documents in connection with the offering, purchase, sale and delivery of the
Shares; (iii) all expenses in connection with the qualification of the Shares
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 Shares; (v) the cost
and charges of any transfer agent or registrar or dividend disbursing agent; and
(vi) 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
Shares by them, and any advertising expenses connected with any offers they may
make.
7. The obligations of the Underwriters of any Designated Shares under the
Pricing Agreement applicable to such Designated Shares 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 Shares are, at and as of
the Time of Delivery for such Designated Shares, 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:
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(a) The Prospectus as amended or supplemented in relation to the
applicable Designated Shares 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) Xxxxx Xxxx & Xxxxxxxx, counsel for the Underwriters, shall have
furnished to the Representatives such opinion or opinions, dated each Time
of Delivery for such Designated Shares, with respect to the Pricing
Agreement applicable to the Designated Shares, the validity of the
Designated Shares being delivered at such Time of Delivery, 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 & Xxxxxxxx, counsel for the Company, shall have
furnished to the Company (with a statement authorizing you to rely
thereon) their written opinion dated each Time of Delivery for such
Designated Shares, in form and substance satisfactory to you, to the
effect that the Designated Shares being delivered at the Time of Delivery
have been duly and validly authorized and issued and are fully paid and
non-assessable.
(d) Xxxx X. Xxxxx, 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 Shares, in form and substance
satisfactory to you, to the effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, with power and authority
(corporate or other) to own its properties and conduct its business
as described in the Prospectus as amended or supplemented;
(ii) The Company's 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 (including the Designated Shares
being delivered at such Time of Delivery) have been duly
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and validly authorized and issued and are fully paid and
non-assessable; and the Designated Shares conform to the description
thereof in the Prospectus as amended or supplemented;
(iii) Except as described in the Prospectus, 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
Shares has been duly authorized, executed and delivered by the
Company;
(v) The issue and sale of the Designated Shares and the
compliance by the Company with the Pricing Agreement with respect to
the Designated Shares 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 Shares or
the consummation by the Company of the transactions contemplated by
the Pricing Agreement, except such as have been obtained under the
Act and the Exchange 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 Shares by the
Underwriters;
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(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 Shares (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 Statement or any further amendment
thereto on or prior to the date of the Pricing Agreement relating to
the Designated Shares (other than the financial statements and
related schedules and other financial data therein, as to which such
counsel need express no opinion)
14
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 Shares (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 Shares (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
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 Shares
at a time prior to the execution of the Pricing Agreement with
15
respect to such Designated Shares and at each Time of Delivery for such
Designated Shares, 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, 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 Shares; and (ii) except as
contemplated in the Prospectus, 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
Shares 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 Shares, 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 Shares on the terms and in the manner
contemplated in the Prospectus as first amended or supplemented relating
to the Designated Shares;
(g) On or after the date of the Pricing Agreement relating to the
Designated Shares (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
16
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;
(h) On or after the date of the Pricing Agreement relating to the
Designated Shares 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 Shares on the terms and
in the manner contemplated in the Prospectus as amended or supplemented
relating to the Designated Shares;
(i) The Shares being delivered at each Time of Delivery shall have
been duly listed, subject to notice of issuance, on the Exchange; and
(j) The Company shall have furnished or caused to be furnished to
the Representatives at each Time of Delivery for the Designated Shares 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
17
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 Shares 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 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
18
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) 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 Shares 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
19
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 Shares 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 Shares 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 Shares which it has agreed to purchase under the Pricing Agreement
relating to such Shares, the Representatives may in their discretion arrange for
20
themselves or another party or other parties to purchase such Shares 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 Shares, 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
Shares 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 Shares, or the Company notifies the Representatives that it
has so arranged for the purchase of such Shares, the Representatives or the
Company shall have the right to postpone a Time of Delivery for such Shares 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 Shares.
(b) If, after giving effect to any arrangements for the purchase of
the Designated Shares of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate number of such Shares which remains unpurchased does not exceed
one-eleventh of the aggregate number of the Designated Shares 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
number of Designated Shares which such Underwriter agreed to purchase
under the Pricing Agreement relating to such Designated Shares and, in
addition, to require each non-defaulting Underwriter to purchase its pro
rata share (based on the number of Designated Shares which such
Underwriter agreed to purchase under such Pricing Agreement) of the
Designated Shares 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 Shares of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate number of Designated Shares which remains unpurchased exceeds
one-eleventh of the aggregate number of the Designated Shares 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
21
Underwriters to purchase Designated Shares of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated
Shares 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 Shares 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 Shares.
11. If any Pricing Agreement shall be terminated due to the failure of
Xxxxx Xxxx & Xxxxxxxx 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 Shares set
forth in such Pricing Agreement except as provided in Sections 6 and 8 hereof;
but, if for any other reason Designated Shares 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 Shares 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 Shares, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Shares
except as provided in Sections 6 and 8 hereof.
12. In all dealings under the Pricing Agreement applicable to the
Designated Shares, 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.
22
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 Shares; 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 Shares 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 Shares 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.
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/ Xxxx X. Xxxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
and Treasurer
Accepted as of the date hereof by the Representatives of the Underwriters listed
in Schedule I to the Pricing Agreement:
BANC OF AMERICA SECURITIES LLC
By:/s/ Xxxxxx Xxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
XXXXXX XXXXXXX & CO. INCORPORATED
By:/s/ Xxxxx Xxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxx
Title: Executive Director
XXXXXXX XXXXX BARNEY INC.
By:/s/ Xxxx Xxxxxxxxxx
------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Managing Director
ANNEX I
PRICING AGREEMENT
[Underwriter]
September 9, 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 September 5,
2002, attached hereto, to issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") the Shares specified in Schedule II hereto (the
"Designated Shares", consisting of Firm Shares and any Optional Shares the
Underwriters may elect to purchase). 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 each of the Underwriters of the
Designated Shares 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 Shares, 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
number of Firm Shares set forth opposite the name of such Underwriter in
Schedule I
I-1
hereto and, in the event and to the extent that the Underwriters shall exercise
the election to purchase Optional Shares, as provided below, 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 purchase
price to the Underwriters set forth in Schedule II hereto such number of
Optional Shares (as to which such election shall have been exercised) as
determined pursuant to Section 3 of the Underwriting Agreement General Terms and
Conditions, attached hereto.
The Company hereby grants to each of the Underwriters the right to
purchase at their election up to the number of Optional Shares set forth
opposite the name of such Underwriter in Schedule I hereto on the terms referred
to in the paragraph above for the sole purpose of covering over-allotments in
the sale of the Firm Shares. Any such election to purchase Optional Shares may
be exercised by written notice from the Representatives to the Company given
within a period of 30 calendar days after the date of this Pricing Agreement,
setting forth the aggregate number of Optional Shares to be purchased and the
date on which such Optional Shares are to be delivered, as determined by the
Representatives, but in no event earlier than the First Time of Delivery or,
unless the Representatives and the Company otherwise agree in writing, no
earlier than two or later than ten business days after the date of such notice.
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 each 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 of the Underwriters, on the one hand, and the Company, on
the other. It is understood that your acceptance of this letter on behalf of
each of the Underwriters is or will be pursuant to the authority set forth in a
form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
I-2
Very truly yours,
THE HARTFORD FINANCIAL SERVICES
GROUP, INC.
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President and
Treasurer
Accepted as of the date hereof by the Representatives of the Underwriters listed
in Schedule I to the Pricing Agreement:
BANC OF AMERICA SECURITIES LLC
By:/s/ Xxxxxx Xxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
XXXXXX XXXXXXX & CO. INCORPORATED
By:/s/ Xxxxx Xxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxx
Title: Executive Director
XXXXXXX XXXXX BARNEY INC.
By:/s/ Xxxx Xxxxxxxxxx
------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Managing Director
I-3
SCHEDULE I
MAXIMUM
NUMBER
NUMBER OF OF OPTIONAL
FIRM SHARES SHARES WHICH
UNDERWRITER TO BE PURCHASED MAY BE PURCHASED
----------- --------------- ----------------
Banc of America Securities LLC .... 1,315,518 197,324
Xxxxxx Xxxxxxx & Co. Incorporated . 1,315,517 197,325
Xxxxxxx Xxxxx Barney Inc. ......... 1,315,515 197,327
X.X. Xxxxxxx & Sons, Inc. ......... 303,350 45,503
Xxxxxx X. Xxxxx & Co., L.P. ....... 303,350 45,503
Xxxxxxx, Xxxxx & Co. .............. 303,350 45,503
Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated ................ 303,350 45,503
UBS Warburg LLC ................... 303,350 45,503
Wachovia Securities, Inc. ......... 303,350 45,503
Xxxxx Fargo Securities, LLC ....... 303,350 45,503
Xxxxxx X. Xxxxx & Co. Incorporated 31,112 4,667
Bny Capital Markets, Inc. ......... 31,111 4,667
Xxxxxxx & Partners Securities LLC . 31,111 4,667
Fleet Securities Inc. ............. 31,111 4,667
Xxx-Xxxx, Xxxxxx Inc. ............. 31,111 4,667
Xxxxxx Xxxxxxxxxx Xxxxx LLC ....... 31,111 4,667
Xxxxxxx Xxxxx & Associates, Inc. .. 31,111 4,667
SunTrust Capital Markets, Inc. .... 31,111 4,667
U.S. Bancorp Xxxxx Xxxxxxx Inc. ... 31,111 4,667
--------- ---------
Total ............................. 6,350,000 952,500
========= =========
SCHEDULE II
TITLE OF DESIGNATED SHARES:
Common Stock (par value $.01 per share)
NUMBER OF DESIGNATED SHARES:
NUMBER OF FIRM SHARES: 6,350,000
MAXIMUM NUMBER OF OPTIONAL SHARES: 952,500
FORM OF DESIGNATED AND OPTIONAL SHARES:
Uncertificated shares in book-entry form through the facilities of The
Depository Trust Company
PURCHASE PRICE BY UNDERWRITER:
$45.124 per Share
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
TIME OF DELIVERY:
10:00 a.m. (New York City time) on September 13, 2001, or at such other
time and date as the Representatives and the Company may agree upon in writing.
CLOSING LOCATION:
Debevoise & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxx Barney Inc.
000 Xxxxxxxxx Xx.
Xxx Xxxx, Xxx Xxxx 00000
INFORMATION PROVIDED BY THE UNDERWRITER:
The Underwriter has 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 first table under the
caption "Underwriting" in the Prospectus Supplement, concerning the
terms of the offering; and
(c) The first paragraph of text following the second table under the
caption "Underwriting" in the Prospectus Supplement, concerning
short sales and other stabilizing transactions by the Underwriters.
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