PUT OPTION AGREEMENT
dated as of February 12, 2007
THE HARTFORD FINANCIAL SERVICES
GROUP, INC.
LASALLE BANK NATIONAL
ASSOCIATION,
as Put Option Calculation Agent
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Page
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ARTICLE I DEFINITIONS;
INTERPRETATION
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1
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1
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Section 1.2.
Interpretations
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6
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ARTICLE II PUT OPTION; TERM
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7
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Section 2.1.
Grant of Put
Option
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7
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Section 2.2.
Termination of Put Option
Agreement
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7
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ARTICLE III EXERCISE OF PUT OPTION;
REDEMPTION
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9
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9
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Section 3.2.
Set-Off Against Designated
Amount
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11
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ARTICLE IV PUT OPTION PREMIUM
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11
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Section 4.1.
Put Option Premium
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11
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Section 4.2.
Calculation of Put Option
Premium
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12
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ARTICLE V OBLIGATIONS ABSOLUTE
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13
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Section 5.1.
Obligations
Absolute
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13
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13
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ARTICLE VI REPRESENTATIONS AND
WARRANTIES
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14
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Section 6.1.
Representations of the ABC
Trust
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14
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Section 6.2.
Representations of The
Hartford
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15
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ARTICLE VII MISCELLANEOUS
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16
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Section 7.1.
Inconsistency
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16
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Section 7.2.
Binding Effect
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16
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16
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16
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17
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Section 7.6.
Governing Law
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18
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Section 7.7.
Jurisdiction
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18
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Section 7.8.
Counterparts
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18
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Section 7.9.
Severability
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18
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Section 7.10.
Limitation of
Liability
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19
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Section 7.11.
Third-Party
Beneficiaries
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19
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ANNEX
A FORM
OF PUT NOTICE
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-i-
PUT OPTION
AGREEMENT, dated as of February 12, 2007 (this
“Agreement” ), among THE HARTFORD FINANCIAL
SERVICES GROUP, INC., a Delaware corporation ( “The
Hartford” ), GLEN MEADOW ABC TRUST, a Delaware statutory
trust (the “ABC Trust” ), and LASALLE BANK
NATIONAL ASSOCIATION, a national banking association, as
calculation agent (the “Put Option Calculation
Agent” ).
WHEREAS, The
Hartford may decide to issue The Hartford’s Income Capital
Obligation Notes due 2067 (the “ ICONs” ) under
a junior subordinated indenture (the “ Indenture
”), dated as of February 12, 2007, between The Hartford and
LaSalle Bank National Association, as trustee; and
WHEREAS, The
Hartford and the ABC Trust desire to enter into a binding agreement
pursuant to which The Hartford will have the right to sell, at its
option, the ICONs, if and when issued, in a maximum aggregate
amount not to exceed $500,001,000 to the ABC Trust, and the ABC
Trust will have an obligation to purchase such ICONs, if and when
issued, upon The Hartford’s exercise of its option and upon
satisfaction of the other terms and conditions specified
herein;
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
Definitions;
Interpretation
Section 1.1. Definitions
.
“ 30/360
Basis ” means a calculation for the relevant Distribution
Period or other period based on the number of days in the
Distribution Period or other period divided by 360 (the number of
days to be calculated on the basis of a year of 360 days with
twelve 30-day months).
“
Actual/360 Basis ” means a calculation for the
relevant Distribution Period or other period where the actual
number of days in the Distribution Period or such other period in
respect of which the calculation is being made is divided by
360.
“
Agreement ” has the meaning specified in the preamble
to this Agreement.
“ ABC
Trust ” has the meaning specified in the preamble to this
Agreement.
“ ABC
Trustee ” has the meaning specified in the ABC Trust
Declaration.
“ ABC
Trust Declaration ” means the Fourth Amended and Restated
Declaration of Trust of Glen Meadow ABC Trust, dated as of
February 12, 2007, among Merrill Lynch, Pierce, Fenner &
Smith Incorporated, a Delaware company, as depositor, LaSalle Bank
National Association, a national banking association, as ABC
Trustee, LaSalle National Trust Delaware, a national banking
association with its principal place of business in the state of
Delaware, as Delaware trustee, and LaSalle Bank National
Association, a national banking association, as Tax Matters
Administrator.
“ ABC
Trust Expense Reimbursement Agreement ” means the ABC
Trust Expense Reimbursement Agreement, dated as of
February 12, 2007, between The Hartford and the ABC
Trust.
“ ABC
Trust Securities ” has the meaning specified in the ABC
Trust Declaration.
“ Actual
Exercise Amount ” has the meaning specified in
Section 3.1(d).
“ Asset
Swap Contract ” has the meaning specified in the ABC
Trust Declaration.
“ Asset
Swap Counterparty ” means Merrill Lynch International, or
any substitute or replacement asset swap counterparty that enters
into a replacement Asset Swap Contract with the ABC
Trust.
“Available Asset Swap Reduction Proceeds” has
the meaning specified in Section 3.1(d).
“
Bankruptcy Event ” means, in respect of any Person,
that the Person institutes or has instituted against it a
proceeding seeking a judgment of insolvency or bankruptcy or any
other relief under any bankruptcy or insolvency law or other
similar law affecting creditors’ rights, or a petition is
presented for its winding-up or liquidation, and, in the case of
any such proceeding or petition instituted or presented against it,
such proceeding or petition (A) results in a judgment or
insolvency or bankruptcy or the entry of an order for relief or the
making of an order for its winding-up or liquidation or (B) is
not dismissed, discharged, stayed or restrained in each case within
30 days of the institution or presentation thereof.
“
Break-Funding Payment ” has the meaning specified in
the Asset Swap Contract.
“
Business Day ” has the meaning specified in the ABC
Trust Declaration.
“ Cash
Settlement Amount ” has the meaning specified in the
Asset Swap Contract.
“
Designated Amount ” has the meaning specified in
Section 3.1(b).
“
Designated Assets ” has the meaning specified in the
Asset Swap Contract.
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“
Distribution Date ” has the meaning specified in the
ABC Trust Declaration.
“
Distribution Period ” has the meaning specified in the
ABC Trust Declaration.
“
Eligible Assets ” has the meaning specified in the ABC
Trust Declaration.
“ Face
Amount ” has the meaning specified in the ABC Trust
Declaration.
“
Financing Trusts ” means the ABC Trust and the
Pass-Through Trust (as defined in the Pass-Through Trust
Declaration).
“ Fixed
Rate Period ” means the period commencing on
February 12, 2007 and ending on February 15,
2017.
“
Floating Rate Period ” means the period commencing on
February 15, 2017 and ending on February 12,
2067.
“
Floating Rate Payment ” has the meaning specified in
the Asset Swap Contract.
“ The
Hartford ” has the meaning specified in the preamble to
this Agreement.
“ ICONs
Purchase Price ” has the meaning specified in
Section 3.1(e).
“
ICONs ” has the meaning specified in the preamble to
this Agreement.
“
Indenture ” has the meaning specified in the preamble
to this Agreement.
“
Interest Rate Swap Contract ” has the meaning
specified in the ABC Trust Declaration.
“
Interest Rate Swap Counterparty ” means Merrill Lynch
Capital Services, or any substitute or replacement interest rate
swap counterparty that enters into a replacement Interest Rate Swap
Contract with the ABC Trust.
“
LIBOR ” means the London Interbank Offered Rate, a
widely used benchmark or reference rate for short-term interest
rates. It represents the rate of interest at which banks borrow
funds from other banks, in marketable size, in the London interbank
market.
“ London
Banking Day ” means any day on which commercial banks are
open for general business (including dealings in foreign exchange
and foreign currency deposits) in London.
“
Majority in Face Amount ” has the meaning specified in
the ABC Trust Declaration.
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“
Make-Whole Redemption Amount ” has the meaning
specified in the Indenture.
“
Notional Amount ” has the meaning specified in the
Asset Swap Contract.
“
Pass-Through Trust ” has the meaning specified in the
ABC Trust Declaration.
“
Pass-Through Trust Declaration ” means the Third
Amended and Restated Declaration of Trust of Glen Meadow
Pass-Through Trust, dated as of February 12, 2007, among
Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware
company, as depositor, LaSalle Bank National Association, a
national banking association, as trustee, and LaSalle National
Trust Delaware, a national banking association with its principal
place of business in the state of Delaware, as Delaware
trustee.
“
Person ” means a legal person, including any
individual, corporation, association, partnership (general or
limited), joint venture, trust, estate, limited liability company,
or other legal entity or organization, including a government or
political subdivision or an agency or instrumentality
thereof.
“
Proceedings ” has the meaning specified in
Section 7.7.
“
Property Account ” has the meaning specified in the
ABC Trust Declaration.
“ Put
Notice ” means a written notice substantially in the form
attached as Annex A.
“ Put
Option ” has the meaning specified in
Section 2.1(a).
“ Put
Option Calculation Agent ” has the meaning specified in
the preamble to this Agreement.
“ Put
Option Premium ” has the meaning specified in
Section 4.1.
“ Put
Option Premium Certificate ” has the meaning specified in
Section 4.2(a).
“ Put
Option Termination Date ” has the meaning specified in
Section 2.2(a).
“
Securities Act ” means the United States Securities
Act of 1933, as amended.
“
Settlement Date ” has the meaning specified in
Section 3.1(a).
“6-Month
LIBOR ” means, with respect to a Distribution Period, the
rate for deposits in U.S. dollars for a 6-month period that appears
on Telerate Page 3750 as of 11:00 a.m., London time, on the
day that is two London Banking Days preceding the first day of such
Distribution Period. If such rate does not appear on Telerate Page
3750, the rate for the first day of such Distribution Period will
be determined on the basis of the rates at which deposits in U.S.
dollars are offered by four major banks in the London
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interbank
market at approximately 11:00 a.m., London time, on the day
that is two London Banking Days preceding the first day of such
Distribution Period to prime banks in the London interbank market
for a period of 6-months commencing on the first day of such
Distribution Period and in a principal amount of not less than a
representative amount. The Asset Swap Counterparty or the Put
Option Calculation Agent, as the case may be as specified under
this Agreement, will request the principal London office of each
such four major banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate for the first day
of such Distribution Period will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, as
requested, the rate for the first day of such Distribution Period
will be the arithmetic mean of the rates quoted by major banks in
New York City, selected by the Asset Swap Counterparty or the Put
Option Calculation Agent, as the case may be as specified under
this Agreement, at approximately 11:00 a.m., New York City
time, on the first day of such Distribution Period for loans in
U.S. dollars to leading European banks for a 6-month period
commencing on the first day of such Distribution Period and in a
representative amount.
“ Special
Event ” has the meaning specified in the
Indenture.
“ Special
Event Make-Whole Redemption Amount ” has the meaning
specified in the Indenture.
“
Statutory Trust Act ” means Chapter 38 of Title
12 of the Delaware Code, 12 Del. C. Section 3801 et
seq .
“ Swap
Contracts ” has the meaning specified in the ABC Trust
Declaration.
“ Swap
Counterparties ” has the meaning specified on the ABC
Trust Declaration.
“ Swap
Renewal Date ” has the meaning specified in the Asset
Swap Contract.
“
Telerate Page 3750 ” means the display page so
designated on the Moneyline/Telerate Service (or such other page as
may replace that page on that service, or such other service as may
be nominated as the information vendor, for the purpose of
displaying rates or prices comparable to London interbank offered
rates for U.S. dollar deposits).
“
Termination Payment ” has the meaning specified in
Section 2.2(c).
“ 3-Month
LIBOR ” means, with respect to a Distribution Period, the
rate for deposits in U.S. dollars for a 3-month period that appears
on Telerate Page 3750 as of 11:00 a.m., London time, on the
day that is two London Banking Days preceding the first day of such
Distribution Period. If such rate does not appear on Telerate Page
3750, the rate for that Distribution Period will be determined on
the basis of the rates at which
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deposits in
U.S. dollars are offered by four major banks in the London
interbank market at approximately 11:00 a.m., London time, on
the day that is two London Banking Days preceding the first day of
such Distribution Period to prime banks in the London interbank
market for a period of 3-months commencing on the first day of such
Distribution Period and in a principal amount of not less than a
representative amount. The Asset Swap Counterparty or the Put
Option Calculation Agent, as the case may be as specified under
this Agreement, will request the principal London office of each
such four major banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate for that
Distribution Period will be the arithmetic mean of such quotations.
If fewer than two quotations are provided, as requested, the rate
for that Distribution Period will be the arithmetic mean of the
rates quoted by major banks in New York City, selected by the Asset
Swap Counterparty or the Put Option Calculation Agent, as the case
may be as specified under this Agreement, at approximately
11:00 a.m., New York City time, on the first day of such
Distribution Period for loans in U.S. dollars to leading European
banks for a 3-month period commencing on the first day of such
Distribution Period and in a representative amount.
“ Trust
Termination Date ” has the meaning specified in the ABC
Trust Declaration.
“
Unexercised Portion ” means, at any time, the maximum
aggregate amount of ICONs that The Hartford may require the ABC
Trust to purchase at that time pursuant to this Agreement, which
maximum aggregate amount shall equal $500,001,000 as of the date of
this Agreement, and thereafter shall equal at any time (i) the
aggregate Face Amount of the ABC Trust Securities at that time less
(ii) the aggregate amount of ICONs held by the ABC Trust at
such time.
Section 1.2.
Interpretations .
In this Agreement,
except where the context otherwise requires:
(a) any reference
to this Agreement or any other agreement or document shall be
construed as a reference to this Agreement or such other agreement
or document, as applicable, as the same may have been, or may from
time to time be, amended, varied, novated or supplemented in
accordance with its terms;
(b) any reference
to a statute or regulation shall be construed as a reference to
such statute or regulation as the same may have been, or may from
time to time be, amended, varied, novated or supplemented in
accordance with its terms;
(c) the words
“ herein ”, “ hereof ” and
“ hereunder ” and other words of similar import
refer to this Agreement as a whole and not to any particular
section, clause or other subdivision, and references to “
Articles ”, “ Sections ” and
“ Annexes ” refer to Articles or Sections of, or
Annexes to, this Agreement except as otherwise expressly
provided;
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(d) the word
“ including ” shall be deemed to be followed by
the words “ without limitation ”;
(e) any definition
shall be equally applicable to both the singular and plural forms
of the defined term;
(f) headings
contained in this Agreement are inserted for convenience of
reference only and do not affect the interpretation of this
Agreement or any provision hereof; and
(g) whenever in
this Agreement any Person is named or referred to, the successors
and assigns of such Persons shall be deemed to be
included.
Section 2.1.
Grant of Put Option .
(a) The ABC
Trust hereby grants to The Hartford the right, in its sole
discretion, to require the ABC Trust to purchase ICONs in any
Designated Amount on the terms specified in this Agreement (the
“ Put Option ”). The ABC Trust agrees that it
shall purchase at the ICONs Purchase Price, upon each exercise of
the Put Option, in whole or in part, as provided in
Section 3.1, ICONs from The Hartford in accordance with the
applicable Put Notice and subject to the terms and conditions
provided herein.
(b) The Put
Option created hereby shall remain in effect and be exercisable, in
whole or in part, in accordance with the terms of this Agreement at
any time and from time to time prior to the termination of this
Agreement pursuant to Section 2.2. The failure to pay any Put
Option Premium due hereunder shall not constitute a breach or a
default of this Agreement unless such failure continues unremedied
for a period of three Business Days following the delivery of
notice of such failure to The Hartford by the Asset Swap
Counterparty, the Interest Rate Swap Counterparty, or the ABC
Trustee.
Section 2.2.
Termination of Put Option Agreement.
(a) The Put
Option Agreement shall terminate on the earliest to occur of (the
“ Put Option Termination Date ”):
(i) the date on
which this Agreement is terminated by The Hartford as provided in
Section 2.2(b);
(ii) the date on
which this Agreement is terminated by The Hartford as provided in
Section 2.2(c);
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(iii) the third
Business Day following the delivery of notice to The Hartford by
the Asset Swap Counterparty, the Interest Rate Swap Counterparty or
the ABC Trustee of any failure by The Hartford to pay the Put
Option Premium or any amount due under the ABC Trust Expense
Reimbursement Agreement, or any interest payment due under any
ICONs (other than permitted interest deferral on the ICONs), if The
Hartford has not cured such failure by (A) paying the accrued
and unpaid amount or (B) delivering a Put Notice with respect
to the entire Unexercised Portion which Put Notice specifies a
Settlement Date within 10 Business Days from the date of delivery
of notice of such failure;
(iv) the failure
by The Hartford upon the occurrence of a termination of the Asset
Swap Contract, to ei
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