HILB, ROGAL AND HAMILTON COMPANY (a Virginia stock corporation) [•] Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • October 31st, 2002 • Phoenix Companies Inc/De • Life insurance • New York
Hilb, Rogal and Hamilton Company, a Virginia stock corporation (the “Company”), and The Phoenix Companies, Inc., a Delaware corporation (the “Selling Shareholder”), confirm their respective agreements with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Banc of America Securities LLC (“Banc of America”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Banc of America and Morgan Stanley are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Shareholder, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, no par value, of the Company
THE PHOENIX COMPANIES, INC. (a Delaware corporation) • Purchase Contracts PURCHASE AGREEMENTPurchase Agreement • October 31st, 2002 • Phoenix Companies Inc/De • Life insurance • New York
The Phoenix Companies, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Banc of America Securities LLC (“Banc of America”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch, Banc of America and Morgan Stanley are acting as Representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of purchase contracts, (the “Purchase Contracts”), settled in shares of common stock (the “HRH Common Stock”), no par value, of Hilb, Rogal and Hamilton Company, a Virginia stock corporation (“HRH”), set forth in said Sche
THE PHOENIX COMPANIES, INC. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Purchase Contract Agent PURCHASE CONTRACT AGREEMENT Dated as of , 2002Purchase Contract Agreement • October 31st, 2002 • Phoenix Companies Inc/De • Life insurance • New York
PURCHASE CONTRACT AGREEMENT, dated as of , 2002, between THE PHOENIX COMPANIES, INC., a Delaware corporation (the “Company”), and Wachovia Bank, National Association, acting as purchase contract agent and attorney-in-fact for the Holders of Purchase Contracts (as defined herein) from time to time (the “Purchase Contract Agent”).
COLLATERAL AGREEMENT Among THE PHOENIX COMPANIES, INC. As Pledgor, WACHOVIA BANK, NATIONAL ASSOCIATION, As Collateral Agent and WACHOVIA BANK, NATIONAL ASSOCIATION, As Purchase Contract Agent Dated as ofCollateral Agreement • October 31st, 2002 • Phoenix Companies Inc/De • Life insurance
