To the
Underwriters named
in Schedule I hereto
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 28,
2006, attached hereto, to issue and sell to the Underwriters named
in Schedule I hereto (the “ Underwriters ”)
the Securities specified in Schedule II hereto (the “
Designated Securities ”). Each of the provisions of
the Underwriting Agreement General Terms and Conditions is
incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement.
Each reference to the Representatives herein and in the provisions
of the Underwriting Agreement General Terms and Conditions so
incorporated by reference shall be deemed to refer to you. Unless
otherwise defined herein, terms defined in the Underwriting
Agreement General Terms and Conditions are used herein as therein
defined. The Representatives designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the
Designated Securities pursuant to Section 13 of the
Underwriting Agreement General Terms and Conditions and the
addresses of the Representatives referred to in such
Section 13 are set forth at the end of Schedule II
hereto.
An
amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated
Securities, in the form heretofore delivered to you is now proposed
to be filed with the Commission.
Each
Underwriter, severally and not jointly, represents and agrees
that:
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i.
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in
relation to each Member State of the European Economic Area which
has implemented the Prospectus Directive (each, a
‘‘Relevant Member State’’), with effect
from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the
‘‘Relevant Implementation Date’’), it has
not made and will not make an offer of Designated Securities to the
public in that Relevant Member State prior to the publication of a
prospectus in relation to the notes which has been approved by the
competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State
and
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notified to the
competent authority in that Relevant Member State, all in
accordance with the Prospectus Directive, except that it may, with
effect from and including the Relevant Implementation Date, make an
offer of the Designated Securities to the public in that Relevant
Member State at any time:
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a.
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to
legal entities which are authorized or regulated to operate in the
financial markets or, if not so authorized or regulated, whose
corporate purpose is solely to invest in securities;
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b.
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to
any legal entity which has two or more of (1) an average of at
least 250 employees during the last financial year; (2) a
total balance sheet of more than €
43,000,000 and
(3) an annual net turnover of more than €
50,000,000, as shown in
its last annual or consolidated accounts; or
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c.
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in
any other circumstances which do not require the publication by the
company of a prospectus pursuant to Article 3 of the
Prospectus Directive.
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For the
purposes of this provision, the expression an ‘‘offer
of Designated Securities to the public’’ in relation to
any Designated Securities in any Relevant Member State means the
communication in any form and by any means of sufficient
information on the terms of the offer and the Designated Securities
to be offered so as to enable an investor to decide to purchase or
subscribe the Designated Securities, as the same may be varied in
that Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State and the
expression “Prospectus Directive” means Directive
2003/71/EC and includes any relevant implementing measure in each
Relevant Member State.
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ii.
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it
has not offered or sold and, prior to the expiry of a period of six
months from the closing date, will not offer or sell any Designated
Securities to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the
United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995;
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iii.
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it
has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000
(‘‘FSMA’’)) received by it in connection
with the issue or sale of any Designated Securities in
circumstances in which section 21(1) of the FSMA does not apply to
the Company;
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iv.
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it
has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to the
Designated Securities in, from or otherwise involving the United
Kingdom.
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v.
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it
has not, offered, sold, transferred or delivered the Designated
Securities in or from The Netherlands, as part of their initial
distribution or as part of any re-offering, and has not distributed
or circulated in The Netherlands the Prospectus nor any other
document in respect of the offering of the Designated Securities,
other than to persons who trade or invest in securities in the
conduct of a profession or business (which include banks,
stockbrokers, insurance companies, investment undertakings, pension
funds, other institutional investors and finance companies and
treasury departments of large enterprises) or in circumstances
where one of the exceptions to or exemptions from the prohibition
contained in article 3(1) of the Securities Transactions
Supervision Act 1995 (‘‘Wet toezicht effectenverkeer
1995’’) applies.
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vi.
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it
has not offered or sold, and it will not offer or sell, directly or
indirectly, any of the Designated Securities in Japan or to, or for
the account or benefit of, any resident of Japan or to, or for the
account or benefit, of any resident for reoffering or resale,
directly or indirectly, in Japan or to, or for the account or
benefit of, any resident of Japan except (i) pursuant to an
exemption from the registration requirements of, or otherwise in
compliance with, the Securities and Exchange Law of Japan and
(ii) in compliance with the other relevant laws and
regulations of Japan.
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vii.
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it
has not offered or sold the Designated Securites, directly or
indirectly, in the People’s Republic of China (for such
purposes, not including the Hong Kong or Macau Special
Administrative Regions or Taiwan).
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viii.
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it
has not offered or sold the Designated Securities in Hong Kong by
means of any document other than to persons whose ordinary business
is to buy or sell shares or debentures, whether as principal or
agent, or in circumstances which do not constitute an offer to the
public within the meaning of the Companies Ordinance (Cap. 32) of
Hong Kong, and it has not issued any advertisement, invitation or
document relating to the Designated Securities, whether in Hong
Kong or elsewhere, which is directed at, or the contents of which
are likely to be accessed or read by, the public in Hong Kong
(except if permitted to do so under the securities laws of Hong
Kong) other than with respect to Designated Securities which are or
are intended to be disposed of only to persons outside Hong Kong or
only to ‘‘professional investors’’ within
the meaning of the Securities and Futures Ordinance (Cap. 571) of
Hong Kong and any rules made thereunder.
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ix.
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it
will not circulate or distribute the Prospectus and any other
document or material in connection with the offer or sale, or
invitation or subscription or purchase, of the Designated
Securities, and it will not offer or sell the Designated
Securities, or make the Designated Securities the subject of an
invitation for subscription or purchase, whether directly or
indirectly, to the public or any member of the public in Singapore
other than to an institutional investor or other person specified
in Section 274 of the Securities and Futures Act, chapter 289
of Singapore (the ‘‘Securities and Futures
Act’’), (b) to a sophisticated investor, and in
accordance with the conditions specified, in Section 275 of
the Securities and Futures Act or (c) otherwise pursuant to,
and in accordance with the conditions of, any other applicable
provision of the Securities and Futures Act; provided that
where the Designated Securities are subscribed or purchased under
Section 275 by a relevant person which is: (a) a
corporation (which is not an accredited investor) the sole business
of which is to hold investments and the entire share capital of
which is owned by one or more individuals, each of whom is an
accredited investor; or (b) a trust (where the trustee is not
an accredited investor) whose sole purpose is to hold investments
and each beneficiary is an accredited investor, shares, debentures
and units of shares and debentures of that corporation or the
beneficiaries’ rights and interest in that trust shall not be
transferable for six months after that corporation or that trust
has acquired the Designated Securities under Section 275
except: (1) to an institutional investor under
Section 274 of the SFA or to a relevant person, or any person
pursuant to Section 275(1A), and in accordance with the
conditions, specified in Section 275 of the SFA;
(2) where no consideration is given for the transfer; or
(3) by operation of law.
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Subject
to the terms and conditions set forth herein and in the
Underwriting Agreement General Terms and Conditions incorporated
herein by reference, the Company agrees to issue and sell to each
of the Underwriters, and each of the Underwriters agrees, severally
and not jointly, to purchase from the Company, at the time and
place and at the purchase price to such Underwriter set forth in
Schedule II hereto, the principal amount of Designated
Securities set forth opposite the name of such Underwriter in
Schedule I hereto.
If
the foregoing is in accordance with your u
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