The Hartford 2008 Annual Report Download - page 683

9. Change of Control
(a) For purposes of this Plan, a Change of Control shall occur if:
(i) a report on Schedule 13D shall be filed with the Securities and Exchange Commission pursuant to Section
13(d) of the Act disclosing that any Person, other than the Company or a subsidiary of the Company or any employee
benefit plan sponsored by the Company or a subsidiary of the Company is the Beneficial Owner of forty percent or more of
the outstanding stock of the Company entitled to vote in the election of directors of the Company;
(ii) any Person other than the Company or a subsidiary of the Company or any employee benefit plan sponsored
by the Company or a subsidiary of the Company shall purchase shares pursuant to a tender offer or exchange offer to acquire
any stock of the Company (or securities convertible into stock) for cash, securities or any other consideration, provided that
after consummation of the offer, the Person in question is the Beneficial Owner of fifteen percent or more of the outstanding
stock of the Company entitled to vote in the election of directors of the Company (calculated as provided in paragraph (d) of
Rule 13d-3 under the Act in the case of rights to acquire stock);
(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
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009