The Hartford 2012 Annual Report Download - page 276

the Corporation (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 Corporation approved by the stockholders of the
Corporation shall be consummated, other than any such transaction immediately following which the persons who were
the Beneficial Owners of the outstanding securities of the Corporation entitled to vote in the election of directors of the
Corporation 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 Corporation entitled to vote in the election of directors of the Corporation 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 Corporation, 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 Corporation approved by the stockholders of the Corporation shall be consummated; or
(v) within any 24 month period, the persons who were directors of the Corporation 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 or the board of directors of any successor to the Corporation, provided that any