The Hartford 2008 Annual Report Download - page 629

2. Certain Applicable Definitions.
(a) Beneficial Owner. For purposes of this Agreement, “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 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 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 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.
(b) Change of Control. For purposes of this Agreement, “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) 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