UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN...
Exhibit 4.3
Execution Copy
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
| No. 1 Issue Date: June 6, 2008 |
Principal Amount: $500,000,000 CUSIP: 000000XX0 |
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
8.125% FIXED-TO-FLOATING RATE
JUNIOR SUBORDINATED DEBENTURE DUE 2068
JUNIOR SUBORDINATED DEBENTURE DUE 2068
THE HARTFORD FINANCIAL SERVICES GROUP, INC., a corporation organized and existing under the
laws of Delaware (hereinafter called the “Company”, which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal sum of five hundred million Dollars
($500,000,000), and all accrued and unpaid interest thereof on June 15, 2038 (the “Scheduled
Maturity Date”), subject to and in accordance with the provisions of Section 2.02 of the First
Supplemental Indenture. If that amount is not paid in full on the Scheduled Maturity Date or any
subsequent Interest Payment Date, the remaining amount, together with accrued and unpaid interest
thereof, will be due and payable on the Final Maturity Date. The Final Maturity Date will be June
15, 2068.
The Company further promises to pay interest on said principal sum from and including June 6,
2008, or from and including the most recent Interest Payment Date on which interest has been paid
or duly provided for (subject to the Company’s right to defer payment of interest as set forth
herein and in the Indenture), semi-annually in arrears on June 15 and December 15 of each year,
commencing on December 15, 2008 and ending on June 15, 2018, at the rate of 8.125% per annum, on
the basis of a 360-day year consisting of twelve 30 day months, and thereafter to pay interest on
said outstanding principal sum quarterly in arrears on March 15, June 15, September 15, and
December 15 of each year, commencing on September 15, 2018 at a floating annual rate equal to
Three-Month LIBOR plus 4.6025% , computed on the basis of a 360-day year and the actual number of
days elapsed in the 360 day year, until the principal hereof is paid or duly provided for or made
available for payment. Interest scheduled for payment but not paid upon any Interest Payment Date,
including interest not required to be paid due to the Company having exercised its right to defer
payment of interest set forth herein and in the Indenture, shall bear Additional Interest from the
originally scheduled payment date therefor at the rate then applicable to this Security, as
provided in the Indenture.
Except as provided in Section 5.05 of the First Supplemental Indenture, the interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest.
Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record
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Date and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
The indebtedness evidenced by this Security is, to the extent provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full of all Senior
Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of this Security by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee on its behalf to take such
actions as may be necessary or appropriate to effectuate the subordination so provided and
(c) appoints the Trustee its attorney-in-fact for any and all such purposes. Each Holder
hereof, by its acceptance hereof, waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.
As provided in the Indenture, so long as no Event of Default has occurred and is continuing,
the Company shall have the right on one or more occasions, to defer the payment of interest for one
or more Interest Periods up to ten consecutive years, provided that no Deferral Period shall extend
beyond the Final Maturity Date, the earlier accelerated maturity date hereof or other repayment or
redemption in full hereof. If the Company shall fail to pay interest hereon on any Interest Payment
Date, the Company shall be deemed to elect to defer payment of such interest on such Interest
Payment Date, unless the Company shall pay such interest in full within five Business Days after
any such Interest Payment Date. If the Company shall have paid all deferred interest (including
Additional Interest) hereon, the Company shall have the right to elect to begin a new Deferral
Period as provided in the Indenture.
Payment of the principal of (and premium, if any) and any interest on this Security will be
made at the office or agency of the Company maintained for that purpose in The City of New York, in
such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
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Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
Any additional Securities issued under the same CUSIP as this Security shall be fungible with
this Security for U.S. federal income tax purposes.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
Dated: June 6, 2008
| THE HARTFORD FINANCIAL SERVICES GROUP, INC. |
||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
Certificate of Authentication
This is one of the Securities referred to in the within-mentioned Indenture.
Dated: June 6, 2008
| The Bank of New York Trust Company, N.A., as Trustee |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Authorized Signatory | ||||
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REVERSE OF SECURITY
This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under a Junior
Subordinated Indenture, dated as of June 6, 2008 (herein called the “Base Indenture”),
between the Company and The Bank of New York Trust Company, N.A., as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), as supplemented
and amended by the First Supplemental Indenture, dated as of June 6, 2008, between the Company and
the Trustee (the “First Supplemental Indenture”, and together with the Base Indenture, the
“Indenture”), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered. The terms of the Securities
include those stated in the Indenture, and the Securities are subject to all such terms. This
Security is one of the series designated on the face hereof, initially limited in aggregate
principal amount to $500,000,000.
All terms used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
This Security shall be redeemable at the option of the Company in accordance with the terms of
the Indenture. In particular, this Security is redeemable:
(a) in whole at any time or in part from time to time after the date of original issuance of
this Security; or
(b) in whole but not in part, within 180 days after the occurrence of a Special Event;
provided that no such partial redemption shall be effected (x) unless at least
$25 million aggregate principal amount of Securities of this series shall remain Outstanding after
giving effect to such redemption and (y) if the principal amount of the Securities of this
series shall have been accelerated and such acceleration has not been rescinded or unless all
accrued and unpaid interest, including deferred interest (including Additional Interest), shall
have been paid in full on all Outstanding Securities of this series for all Interest Periods
terminating on or before the Redemption Date.
Notice of redemption shall be mailed at least 30 but not more than 60 days before the
Redemption Date to each Holder of Securities of this series to be redeemed at its registered
address. The notice of redemption for such Securities shall state, among other things, the amount
of Securities of this series to be redeemed, the Redemption Date, if not then ascertainable, the
manner in which the Redemption Price shall be calculated and the
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place or places that payment shall be made upon presentation and surrender of such Securities
to be redeemed. Unless the Company defaults in the payment of the Redemption Price together with
accrued interest, interest will cease to accrue on any Securities of this series that have been
called for redemption on the Redemption Date.
In the event of redemption of this Security in part only, a new Security or Securities of this
series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
Installments of accrued and unpaid interest whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of the Securities of this series, or one or more
Predecessor Securities, registered as such at the close of business on the relevant Regular Record
Dates according to their terms.
The Indenture contains provisions for satisfaction, discharge and defeasance of the entire
indebtedness on this Security, upon compliance by the Company with certain conditions set forth
therein.
If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
Holders of specified percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.
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As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of (and premium, if any) and interest on this Security are payable duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in
denominations of $5,000 and any integral multiples of $1,000 thereafter. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Security to:
(Insert assignee’s social security or tax identification number)
(Insert address and zip code of assignee)
agent to transfer this Security on the books of the Security Registrar. The agent may substitute
another to act for him or her.
Dated:
|
Signature: | |||
| Signature Guarantee: | ||||
(Sign exactly as your name appears on the other side of this Security)
Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Securities Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Securities Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.
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