The Hartford 2008 Annual Report Download - page 630

(iii) any merger, consolidation, recapitalization or reorganization of the Company approved by the
stockholders of the Company shall be consummated, other than any such transaction immediately
following which the persons who were the Beneficial Owners of the outstanding securities of the
Company entitled to vote in the election of directors of the Company immediately prior to such
transaction are the Beneficial Owners of at least 55% of the total voting power represented by the
securities of the entity surviving such transaction entitled to vote in the election of directors of such
entity (or the ultimate parent of such entity) in substantially the same relative proportions as their
ownership of the securities of the Company entitled to vote in the election of directors of the Company
immediately prior to such transaction; provided that, such continuity of ownership (and preservation of
relative voting power) shall be deemed to be satisfied if the failure to meet such threshold (or to
preserve such relative voting power) is due solely to the acquisition of voting securities by an employee
benefit plan of the Company, such surviving entity or any subsidiary of such surviving entity;
(iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of
all or substantially all the assets of the Company approved by the stockholders of the Company shall be
consummated; or
(v) within any 24 month period, the persons who were directors of the Company immediately before the
beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to
constitute at least a majority of the board of directors of the Company (the “Board”) or the board of
directors of any successor to the Company, provided that any director who was not a director at the
beginning of such period shall be deemed to be an Incumbent Director if such director (A) was elected
to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors
who then qualified as Incumbent Directors either actually or by prior operation of this clause (v), and
(B) was not designated by a person who has entered into an agreement with the Company to effect a
transaction described in clause (iii) or clause (iv) of Section 2(b) of this Agreement.
(c) Person. For purposes of this Agreement, “Person” has the meaning ascribed to such term in
Section 3(a)(9) of the Act, as supplemented by Section 13(d)(3) of the Act; provided, however, that Person
shall not include: (i) the Company, any subsidiary of the Company or any other Person controlled by the
Company, (ii) any trustee or other fiduciary holding securities under any employee benefit plan of the
Company or of any subsidiary of the Company, or (iii) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their ownership of securities of the
Company.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009