The Hartford 2008 Annual Report Download - page 716

“Board of Directors” means the Board of Directors of The Hartford Financial Services Group, Inc.
“Change of Control” means:
(A) 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 Hartford or a subsidiary of The Hartford or any employee benefit
plan sponsored by The Hartford or a subsidiary of The Hartford, is the Beneficial Owner directly or indirectly of forty
percent or more of the outstanding stock of The Hartford entitled to vote in the election of directors of The Hartford;
(B) any Person, other than The Hartford or a subsidiary of The Hartford or any employee benefit plan sponsored by The
Hartford or a subsidiary of The Hartford, shall purchase shares pursuant to a tender offer or exchange offer to acquire
any stock of The Hartford (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 Hartford entitled to vote in the election of directors of The Hartford (calculated as provided in
paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire stock);
(C) any merger, consolidation, recapitalization or reorganization of The Hartford approved by the stockholders of The
Hartford shall be consummated, other than any such transaction immediately following which the persons who were the
Beneficial Owners of the outstanding securities of The Hartford entitled to vote in the election of directors of The
Hartford 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 Hartford entitled to vote in the election of directors of The Hartford 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 Hartford, such surviving entity or any subsidiary of
such surviving entity;
(D) 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 Hartford approved by the stockholders of The Hartford shall be consummated; or
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009