The Hartford 2008 Annual Report Download - page 532

(d) Definitions.
“Beneficial Owner” means any Person who, directly or indirectly, has the right to vote or dispose of or has
“beneficial ownership” (within the meaning of Rule 13d-3 under the Securities and Exchange Act of 1934, as
amended (the “Act”)) of any securities of a company, including any such right pursuant to any agreement,
arrangement or understanding (whether or not in writing), provided that: (i) a Person shall not be deemed the
Beneficial Owner of any security as a result of an agreement, arrangement or understanding to vote such security
(A) arising solely from a revocable proxy or consent given in response to a public proxy or consent solicitation
made pursuant to, and in accordance with, the Exchange Act and the applicable rules and regulations thereunder,
or (B) made in connection with, or to otherwise participate in, a proxy or consent solicitation made, or to be made,
pursuant to, and in accordance with, the applicable provisions of the Exchange Act and the applicable rules and
regulations thereunder, in either case described in clause (A) or (B) above, whether or not such agreement,
arrangement or understanding is also then reportable by such Person on Schedule 13D under the Exchange Act (or
any comparable or successor report); and (ii) a Person engaged in business as an underwriter of securities shall not
be deemed to be the Beneficial Owner of any security acquired through such Person’s participation in good faith
in a firm commitment underwriting until the expiration of forty days after the date of such acquisition.
“Change of Control” means:
(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)
entitled to vote in the election of directors of the Company 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);
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009