EXHIBIT 1.01
TERMS AGREEMENT
November 12, 1996
Travelers/Aetna Property Casualty Corp.
Xxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Chief Financial Officer
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Dear Sirs:
We understand that Travelers/Aetna Property Casualty Corp., a Delaware
corporation (the "Company"), proposes to issue and sell $150,000,000 aggregate
principal amount of its debt securities (the "Securities"). Subject to the terms
and conditions set forth herein or incorporated by reference herein, we, as
underwriters (the "Underwriters"), offer to purchase, severally and not jointly,
the principal amount of Securities set forth opposite our respective names on
the list attached hereto at 99.513% of the principal amount thereof, plus
accrued interest, if any, from November 15, 1996 to the date of payment and
delivery. The Closing Date shall be November 15, 1996 at 8:30 A.M. at the
offices of the Company, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The Securities shall have the following terms:
Title: 6-3/4% Notes due November 15, 2006
Maturity: November 15, 2006
Interest Rate: 6-3/4% per annum
Interest Payment
Dates: May 15 and November 15
commencing May 15, 1997
Initial Price to
Public: 99.827% of the principal amount
thereof, plus accrued interest, if
any, from November 15, 1996 to the
date of payment and delivery
Redemption
Provisions: The Notes will not be subject to
redemption prior to maturity and
will not be subject to any sinking
fund
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Additional terms: The Regular Record Dates are April 30 and
October 31. The Securities shall be issuable
as Registered Securities only. The Securities
will be initially represented by one or more
global Securities registered in the name of
The Depository Trust Company ("DTC") or its
nominee. Beneficial interests in the
Securities will be shown on, and transfers
thereof will be effected only through,
records maintained by DTC and its
participants. Owners of beneficial interests
in Securities will be entitled to physical
delivery of Securities in certificated form
only under the limited circumstances
described in the Company's Prospectus
Supplement dated November 12, 1996. Principal
and interest on the Securities shall be
payable in United States dollars.
All the provisions contained in the document entitled "Travelers/Aetna
Property Casualty Corp.-Debt Securities-Underwriting Agreement Basic Provisions"
and dated April 23, 1996 (the "Basic Provisions"), a copy of which you have
previously received, are, except as indicated below, herein incorporated by
reference in their entirety and shall be deemed to be a part of this Terms
Agreement to the same extent as if the Basic Provisions had been set forth in
full herein. Terms defined in the Basic Provisions are used herein as therein
defined.
The Underwriters hereby agree in connection with the underwriting of the
Securities to comply with the requirements set forth in Rule 2720 of the Conduct
Rules of the National Association of Securities Dealers, Inc.
Xxxxx X. Xxxxxxxx, Esq. is counsel to the Company. Xxxxx Xxxxxxxxxx is
counsel to the Underwriters.
The Securities will be made available for checking and packaging at the
designated office of Citibank, N.A. at least 24 hours prior to the Closing Date.
Please accept this offer no later than 9:00 o'clock P.M. on November 12,
1996, by signing a copy of this Terms Agreement in the space set forth below and
returning the signed copy to us, or by sending us a written acceptance in the
following form:
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"We hereby accept your offer, set forth in the Terms Agreement, dated
November 12, 1996, to purchase the Securities on the terms set forth therein."
Very truly yours,
XXXXX XXXXXX INC.
UBS SECURITIES LLC
By: XXXXX XXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Director
ACCEPTED:
TRAVELERS/AETNA PROPERTY CASUALTY CORP.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Assistant Treasurer
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Principal
Underwriter Amount
----------- ------------
Xxxxx Xxxxxx Inc. ...................................... $ 75,000,000
UBS Securities LLC ..................................... 75,000,000
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Total ......................................... $150,000,000
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