EX-4.3






Exhibit 4.3



THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH IN THE INVESTMENT AGREEMENT, DATED OCTOBER
17, 2008, BETWEEN THE COMPANY AND ALLIANZ SE, A COPY OF WHICH IS ON FILE WITH THE COMPANY. THE
SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN
COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER MADE IN VIOLATION OF SUCH RESTRICTIONS
SHALL BE NULL AND VOID FOR ALL PURPOSES AB INITIO.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION OR EXCHANGE OF SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR SUCH LAWS.




CUSIP:                 416518 132

ISIN: US4165181326




WARRANT NO. C-1




TO PURCHASE




34,308,872




SHARES OF COMMON STOCK




THE HARTFORD FINANCIAL SERVICES GROUP, INC.

A DELAWARE CORPORATION




Issue Date: October 17, 2008




          1. Definitions. Unless the context otherwise requires, when used herein the following
terms shall have the meanings indicated.




          “Affiliate” has the meaning ascribed to it in the Investment Agreement.




          “Beneficial Ownership” and “Beneficially Own” shall have the meaning ascribed thereto in
Section 4.1(a) of the Investment Agreement.




          “Board of Directors” or “Board” means the board of directors of the Company.




- 1 -









 








          “business day” has the meaning ascribed to it in Section 1.3 of the Investment Agreement.




          “Capital Stock” means (A) with respect to any Person that is a corporation or company, any and
all shares, interests, participations or other equivalents (however designated) of capital or
capital stock of such Person and (B) with respect to any Person that is not a corporation or
company, any and all partnership or other equity interests in such Person.




          “Cash Redemption Value” has the meaning set forth in Section 15.




          “Change of Control Event” means any event or series of events by which (a) any Person or
“group” (as such term is defined in Section 13 of the Exchange Act), other than the Company (acting
solely for its own account and not as a member of any group) or Investor, its Subsidiaries and its
Permitted Transferees, shall have acquired Beneficial Ownership of thirty-five percent (35%) or
more of the outstanding shares of Common Stock on a Fully-Diluted Basis, (b) all or substantially
all of the consolidated assets of the Company are, directly or indirectly, sold, leased, exchanged
or transferred (including without limitation through the acquisition of derivative ownership
interests or bulk reinsurance arrangements with respect to any material line or block of insurance
business), except in the case of a sale of insurance assets representing less than two-thirds
(2/3s) of both (i) the Company’s consolidated revenue and (ii) the Company’s allocated equity
(excluding accumulated other comprehensive income, or “AOCI”) for two of the preceding three fiscal
years, after giving effect to which, after the application of the proceeds thereof, the Company
continues to be primarily engaged in the insurance business and has a pro forma market
capitalization in excess of $2,000,000,000, (c) the Company is consolidated, merged, amalgamated,
reorganized or otherwise enters into a similar transaction in which it is combined with another
person other than the Investor or any of its Subsidiaries or its Permitted Transferees, unless the
persons who Beneficially Own the outstanding Common Stock immediately before consummation of the
transaction Beneficially Own a majority of the outstanding common stock of the combined or
surviving entity immediately thereafter and in substantially the same proportion as they did prior
to the transaction and directors of the Company make up a majority of the board of directors (or
similar governing entity) of the combined or surviving entity immediately after such transaction,
(d) the majority of the seats (other than vacant seats) on the board of directors (or similar
governing body) of the Company or such combined or surviving entity ceases to be occupied by
persons who either (i) were members of the Board of Directors on the date hereof or (ii) were
elected or were nominated for election by the Board of Directors of the Company (a majority of whom
were directors on the date hereof or whose election or nomination for election was previously
approved by a majority of such directors), (e) any bankruptcy, rehabilitation or similar event
relating to the Company occurs or (f) the holders of Capital Stock of the Company approve of any
plan or proposal for the liquidation or dissolution of the Company.




          “Closing Date” means October 17, 2008.




2









 





          “Common Shares” has the meaning set forth in Section 2.




          “Common Share Equivalents” at any time means the number of (a) outstanding Common Shares plus
(b) in the case of any outstanding Convertible Preferred Stock or other equity securities that
generally are entitled to participate in dividends and distributions on a pro rata basis with
Common Shares (after adjusting for a conversion or similar factor), the number of Common Shares
that constitute the equivalent of such Convertible Preferred Stock or other equity securities for
purposes of the payment of such dividends or distributions.




          “Common Stock” means the Company’s common stock, $0.01 par value per share.




          “Company” means The Hartford Financial Services Group, Inc., a Delaware corporation.




          “Debentures Documentation” shall have the meaning ascribed thereto in Recital C of the
Investment Agreement.




          “Discounted Issuance” has the meaning set forth in Section 14(E).




          “Delisting Event ” means the Underlying Common Stock ceases to be listed on the New York Stock
Exchange (or any other national securities exchanges).




          “Effective Price” means:





     (i) with respect to Common Stock acquired for cash, the per share amount of the net
cash proceeds received by the Company for such Common Stock;




     (ii) with respect to Common Stock acquired for other consideration, the per share Fair
Market Value of the net consideration;




     (iii) with respect to any option, warrant or other right to acquire Common Stock,
whether direct or indirect and whether or not conditional or contingent, the sum of (a) the
Fair Market Value of the aggregate consideration, if any, received by the Company for such
option, warrant or right divided by the number of shares of Common Stock into which such
option, warrant or right is exercisable at time of issuance, plus (b) the per share amount
of the exercise price to the extent paid in cash and per share Fair Market Value of the
exercise price if paid in other consideration;




     (iv) with respect to securities convertible or exchangeable into Common Stock, (x) the
net consideration per security paid for such securities (to the extent paid in cash) or the
net Fair Market Value of the consideration per security paid for such securities if the
price for such securities is paid in other consideration, as of the date of their issuance
divided by (y) by the number of shares of Common Stock for which such securities are
convertible or exchangeable.



3









 





          “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.




          “Exchange Property” has the meaning ascribed to it in Section 14(F).




          “ex-date” has the meaning set forth in Section 14(B).




          “Exercise Date” has the meaning set forth in Section 3.




          “Exercise Notice” means a notice in the form attached hereto as Annex A delivered by the
holder of the Warrant to the Company in accordance with Section 22 to exercise the Warrant.




          “Exercise Period” has the meaning set forth in Section 3.




          “Exercise Price” means $25.32 subject to any adjustment or adjustments in accordance with
Section 14 hereof.




          “Fair Market Value” means:




          (i) in the case of shares of stock where, at least four months prior to the issuance thereof,
other shares of the same class had already been listed on the NYSE or NASDAQ (or any successor
national securities exchange), the average of the daily volume-weighted average prices of such
stock for the five consecutive trading days immediately preceding the day as of which Fair Market
Value is being determined.




          (ii) in the case of securities not covered by (i) above, the Fair Market Value of such
securities shall be determined by the Financial Expert, using one or more valuation methods that
the Financial Expert in its best professional judgment determines to be most appropriate, assuming
such securities are fully distributed and are to be sold in an arm’s-length transaction and there
was no compulsion on the part of any party to such sale to buy or sell and taking into account all
relevant factors.




          (iii) in the case of cash, the amount thereof.




          (iv) in the case of other property, the Fair Market Value of such property shall be determined
by the Financial Expert, using one or more valuation methods that the Financial Expert in its best
professional judgment determines to be most appropriate, assuming such property is to be sold in an
arm’s-length transaction and there was no compulsion on the part of any party to such sale to buy
or sell and taking into account all relevant factors.




          “Financial Expert” means a nationally recognized investment banking firm mutually agreed by
the Company and the Majority Holders, which firm does not have a material financial interest in the
Company or the Investor. If the Company and the Majority Holders are unable to agree on a
Financial Expert, each of them shall



4









 






choose promptly a separate Financial Expert and these two Financial Experts shall choose
promptly a third Financial Expert to make the relevant determination.




          “Fully Diluted Basis” means the Voting Securities that would be outstanding after giving
effect to the conversion, exchange or exercise of all the Warrants and all other outstanding
securities of the Company that are convertible or exchangeable into Voting Securities, whether or
not presently convertible, exchangeable or exercisable. For the avoidance of doubt, for purposes of
determining the Fully Diluted Basis, in the case of the Company, the then outstanding Series C
Preferred Shares shall be deemed to be convertible into Common Stock even if such shares are not
actually convertible including as a result of a failure to obtain Stockholder Approval.




          “Investment Agreement” means the Investment Agreement, dated as of October 17, 2008, as
amended from time to time, between the Company and the Investor, including all schedules and
exhibits thereto.




          “Investor” means Allianz SE.




          “Majority
Holders” means, at any time, Warrantholders holding a majority of the Warrants measured by
the number of Shares into which the Warrants are exercisable at such time.




          “Notice Date” has the meaning ascribed to it in Section 15.




          “Ordinary Cash Dividend” means regular quarterly cash dividends paid by the Company on Common
Stock in the ordinary course, with usual record and resale dates.




          “Permitted Transferee” has the meaning ascribed to it in the Investment Agreement.




          “Person” has the meaning ascribed to it in Annex F to the Investment Agreement.




          “Preferred Shares” means Series B Preferred Shares or Series C Preferred Shares, as the case
may be.




          “Qualifying Employee Stock” means any Common Stock and any options, warrants or other rights
relating to Common Stock issued to any employee, former employee, director or consultant of the
Company or any of its Affiliates pursuant to any plan, program, arrangement or agreement of the
Company that is a compensatory stock ownership, stock purchase, stock option, stock appreciation
right, restricted stock, restricted stock unit, phantom stock or other or equity or equity-based
compensation plan, program, arrangement or agreement or a bonus, pension, severance, change of
control, deferred compensation, incentive compensation, profit sharing or savings plan, program,
arrangement or agreement, including without limitation pursuant to any conversion, split,
subdivision or consolidation of Common Stock or rights issued pursuant to any such plan, program,
arrangement or agreement




5









 







in each case adopted, or entered into, in the ordinary course of business (including in
respect of new hires).




          “Regulatory
Approvals” means, to the extent applicable and required to
permit the Warrantholder to
exercise this Warrant for shares of Common Stock and to own such Common Stock without the Warrantholder
being in violation of applicable law, rule or regulation, including any applicable insurance
regulation or law, the receipt of any necessary approvals and authorizations, filings and
registrations with, and notifications to, relevant Governmental Entities (as defined in the
Investment Agreement) and the expiration or termination of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations
thereunder.




          “Reorganization” means any consolidation, merger, statutory share exchange or similar
transaction, or any recapitalization or reclassification of the Common Stock (other than
reclassifications as described in Section 14(A)). A Reorganization may or may not involve a Change
of Control Event.




          “SEC” means the U.S. Securities and Exchange Commission.




          “Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and
the rules and regulations promulgated thereunder.




          “Series B Preferred Shares” means the non-voting contingent convertible preferred stock of the
Company, each share of which is initially convertible into 4 shares of Common Stock, and having the
terms (including with respect to conversion) set forth in the Series B Certificate of Designation
(as such term is defined in the Investment Agreement).




          “Series C Preferred Shares” means the non-voting contingent convertible preferred stock of the
Company, each share of which is initially convertible into 4 shares of Common Stock, and having the
terms (including with respect to conversion) set forth in the Series C Certificate of Designation
(as such term is defined in the Investment Agreement).




          “Shares” shall have the meaning ascribed to it in Section 2.




          “Stockholder Approval” means the approval by the stockholders of the Company of the issuance
of Common Stock upon (i) the conversion of the Series C Preferred Shares or (ii) the exercise of
the C Warrant for purposes of Section 312.03 of the NYSE Listed Company Manual (or any successor
provision).




          “Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture,
limited liability company or other entity (x) of which such person or a subsidiary of such person
is a general partner or (y) of which a majority of the voting securities or other voting interests,
or a majority of the securities or other interests of which having by their terms ordinary voting
power to elect a majority of the board of directors or persons performing similar functions with
respect to such




6









 







entity, is directly or indirectly owned by such person and/or one or more subsidiaries
thereof.




          “Tender Amount” has the meaning set forth in Section 14(C).




          “Underlying Common Stock” means the Common Shares issuable or issued upon the exercise of the
Warrant (assuming the receipt of all required Regulatory Approvals and Stockholder Approval).




          “Voting Securities” means the common stock and any other securities of a Person of any kind or
class having power generally to vote in the election of directors.




          “Warrantholder” has the meaning set forth in Section 2.




          “Warrant” means this Warrant, issued pursuant to the Investment Agreement and any additional
Warrant issued in accordance with the terms hereof.




          2. Number of Shares; Exercise Price. This certifies that, for value received, Allianz
Finance II Luxembourg S.a.r.l. and/or its permitted successors or assigns (to whom all or part of
the Warrant has been transferred in compliance with the transfer restrictions set forth on the
first page of this Warrant) (the “Warrantholder”) is entitled, upon the terms and subject to the
conditions hereinafter set forth, to acquire from the Company, in whole or in part, after the
receipt of Regulatory Approvals, up to an aggregate of 34,308,872 fully paid and nonassessable
shares of Common Stock (subject to adjustment as provided herein) (the “Common Shares”), at a
purchase price per Common Share equal to the Exercise Price. The number of Common Shares (the
“Shares”) and the Exercise Price are subject to adjustment as provided herein, and all references
to “Common Stock” and “Exercise Price” herein shall be deemed to include any such adjustment or
series of adjustments. All references to the number of Common Shares issuable upon exercise of the
Warrant shall include all Common Shares issuable assuming applicable Regulatory Approvals and
Stockholder Approval have been obtained prior to the time of exercise.




          3. Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by
applicable laws and regulations (including Regulatory Approval), the right to purchase the Shares
represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time
or from time to time during the Exercise Period by (A) the surrender of this Warrant and the
Exercise Notice annexed hereto, duly completed and executed on behalf of the Warrantholder, at the
principal executive office of the Company located at Hartford, Connecticut (or such other office or
agency of the Company in the United States as it may designate by notice in writing to the
Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B)
payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder
by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by
wire transfer of immediately available funds to an account designated by the Company. The “Exercise
Period” shall commence upon the Closing Date (as defined in the Investment Agreement) and shall




7









 







continue up to and including the seventh anniversary of such date. The “Exercise Date” shall
be the date on which a Warrantholder surrenders the Warrant, delivers an Exercise Notice and makes payment
of the Exercise Price in conformity with the foregoing provisions.




          Upon surrender of the Warrant and delivery of an Exercise Notice in conformity with the
foregoing provisions, the Company shall transfer to the Warrantholder appropriate evidence of
ownership of any Shares or other securities or property to which the Warrantholder is entitled,
registered or otherwise placed in, or payable to the order of, such name or names as may be
directed in writing by the Warrantholder, and shall deliver such evidence of ownership and any
other securities or property to the Person entitled to receive the same, together with an amount in
cash in lieu of any fraction of a share as provided in Section 6, within a reasonable time, not to
exceed three business days after the Exercise Date. A Warrantholder shall be deemed to own and
have all of the rights associated with any Shares or other securities or property to which it is
entitled pursuant to this Agreement upon the exercise of the Warrant in accordance with this
Section 3.




          If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be
entitled to receive from the Company within a reasonable time, and in any event not exceeding three
business days after the Exercise Date, a new warrant in substantially identical form for the
purchase of that number of Shares equal to the difference between the number of Shares subject to
this Warrant and the aggregate number of Shares as to which this Warrant has been previously
exercised.




          4. Net Settlement. Notwithstanding any provisions herein to the contrary, if the Fair
Market Value of one share of Common Stock is greater than the Exercise Price (at the date of
calculation as set forth below), in lieu of exercising (all or a portion of) the Warrant by paying
the Exercise Price pursuant to Section 3, the Warrantholder may elect on the Exercise Date to
receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the
portion thereof being exercised) by surrender of this Warrant and the Exercise Notice annexed
hereto and stating in the Exercise Notice that the Warrantholder is electing “Net Settlement” with
respect to all or any part of the Warrant surrendered, in which event the Company shall promptly
issue to such Warrantholder a number of Shares computed using the following formula:




	 	 	 	 	 
	X =

	 	Y (A – B)	 	 
	 	A
	 
	 	 






          Where:





X = the number of Shares issuable to the Warrantholder




Y = the number of Shares issuable under the Warrant or, if only a portion of the
Warrant is being exercised, the portion of the Warrant being exercised (as of the
Exercise Date)



8









 







A = the Fair Market Value of one share of the Common Stock (as of the Exercise Date)




B = the Exercise Price (as of the Exercise Date)



For the
avoidance of doubt, if the Warrantholder elects “Net Settlement”, the provisions of Section 16
apply. All calculations under this Section 4 shall be made as if shares of Common Stock are
issuable.




          5. Authorization; Listing. The Company hereby represents and warrants that any Shares
issued upon the exercise of this Warrant in accordance with the provisions of Section 3 will upon
receipt of Stockholder Approval be duly and validly authorized and issued, fully paid and
nonassessable. The Company agrees that the Shares so issued will be deemed to have been issued to
the Warrantholder as of the close of business on the Exercise Date, notwithstanding that the stock
transfer books of the Company may then be closed or certificates representing such Shares may not
be actually delivered on such date. The Company will at all times reserve and keep available, out
of its authorized but unissued Common Stock, solely for the purpose of providing for the exercise
of this Warrant, the aggregate number of shares of Common Stock issuable upon exercise of this
Warrant. The Company will procure, at its sole expense, the listing of the Common Shares issuable
upon exercise of this Warrant, subject to issuance or notice of issuance, on all principal stock
exchanges on which the Common Stock is then listed or traded and (B) maintain such listings of such
Common Shares after issuance. The Company will use its reasonable best efforts to ensure that the
Common Shares may be issued without violation of any law or regulation applicable to the Company or
of any requirement of any securities exchange applicable to the Company on which the Shares are
listed or traded.




          6. No Fractional Shares or Scrip. No fractional Shares or scrip representing
fractional Shares shall be issued upon any exercise of this Warrant. In lieu of any fractional
Share to which the Warrantholder would otherwise be entitled, the Warrantholder shall be entitled
to receive a cash payment equal to the Fair Market Value of the Common Stock on the last trading
day preceding the Exercise Date less the Exercise Price for such fractional share.




          7. No Rights as Stockholders; Transfer Books. This Warrant does not entitle the
Warrantholder to any voting rights or other rights as a stockholder of the Company prior to
Exercise Date. The Company will at no time close its transfer books against transfer of this
Warrant in any manner which interferes with the timely transfer and exercise of this Warrant.




          8. Charges, Taxes and Expenses. Issuance of certificates for Shares (or other
securities) to the Warrantholder upon the exercise of this Warrant shall be made without charge to
the Warrantholder for any issue or transfer tax or other incidental expense in respect of the
issuance of such certificates, all of which taxes and expenses shall be paid by the Company.




9









 








          9. Transfer/Assignment. (A) Subject to compliance with clauses (B) and (C) of this
Section 9, this Warrant and all rights hereunder are transferable, in whole or in part, upon the
books of the Company by the registered holder hereof in person or by duly authorized attorney, and
a new warrant shall be made and delivered by the Company, of the same tenor and date as this
Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly
endorsed, to the office or agency of the Company described in Section 3. All expenses (other than
stock transfer taxes) and other charges payable in connection with the preparation, execution and
delivery of the new warrants pursuant to this Section 9 shall be paid by the Company.




          (B) Notwithstanding the foregoing, this Warrant and any rights hereunder, and any Shares
issued upon exercise of this Warrant, shall be subject to the applicable restrictions as set forth
in Section 4.2 of the Investment Agreement.




          (C) If and for so long as required by the Investment Agreement, this Warrant shall contain a
legend as set forth in Section 4.4 of the Investment Agreement.




          10. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the
surrender hereof by the Warrantholder to the Company, for a new warrant or warrants of like tenor
and representing the right to purchase the same aggregate number of Shares. The Company shall
maintain a registry showing the name and address of the Warrantholder as the registered holder of
this Warrant and in which the Company shall record all exchanges, exercises and transfers of
Warrants. This Warrant may be surrendered for exchange or exercise, in accordance with its terms,
at the office of the Company, and the Company shall be entitled to rely in all respects, prior to
written notice to the contrary, upon such registry.




          11. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity
or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of this Warrant, the Company shall make and deliver, in lieu of such
lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same aggregate number of Shares as provided for in such lost, stolen,
destroyed or mutilated Warrant.




          12. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall not be a business day,
then such action may be taken or such right may be exercised on the next succeeding day that is a
business day.




          13. Rule 144 Information. The Company covenants that it will use its reasonable best
efforts to timely file all reports and other documents required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder
(or, if the Company is not required to


10









 







file such reports, upon the request of any Warrantholder, to make publicly available such
information as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities
Act), and it will use reasonable best efforts to take such further action as any Warrantholder may
reasonably request, in each case to the extent required from time to time to enable such holder to,
if permitted by the terms of this Warrant and the Investment Agreement, sell this Warrant without
registration under the Securities Act within the limitation of the exemptions provided by
(A) Rule 144 or Regulation S under the Securities Act, as such rules may be amended from time to
time, or (B) any successor rule or regulation hereafter adopted by the SEC. Upon the written
request of any Warrantholder, the Company will deliver to such Warrantholder a written statement
that it has complied with such requirements.




          14. Adjustments and Other Rights. The Exercise Price and the number of Shares
issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows;
provided, that no single event shall be subject to adjustment under more than one
subsection of this Section 14 (other than in the case of a dividend or distribution of different
types of property, in which case Section 14(A), 14(B) or 14(C) shall apply to the appropriate parts
of each such dividend or distribution); and provided, further that any issuance of Common
Stock upon exercise of this Warrant (in whole or in part) shall not itself give rise to any
adjustment under this Section 14. For the purposes of convenience, adjustments are expressed in
terms of the number of shares of Common Stock issuable upon exercise of this Warrant, without
prejudice to Section 16.




          (A) Adjustments upon Certain Transactions. The Exercise Price and the number of
shares of Common Stock issuable upon exercise of the Warrant shall be adjusted in the event the
Company (i) pays a dividend or makes any other distribution with respect to its Common Stock solely
in shares of its Common Stock, (ii) subdivides or reclassifies its outstanding shares of Common
Stock into a greater number of shares or (iii) combines or reclassifies its outstanding shares of
Common Stock into a smaller number of shares. In such event, the number of shares of Common Stock
issuable upon exercise of the Warrant immediately prior to the record date for such dividend or
distribution or the effective date of such subdivision, combination or reclassification shall be
proportionately adjusted so that the Warrantholder shall thereafter be entitled to receive the
number of shares of Common Stock that such Warrantholder would have owned or have been entitled to
receive after the happening of any of the events described above, had such Warrant been exercised
immediately prior to the happening of such event or any record date with respect thereto. In such
event, the Exercise Price shall be adjusted so that it shall equal the product of the Exercise
Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall
be the number of shares of Common Stock issuable upon the exercise of the Warrant immediately prior
to such adjustment, and the denominator of which shall be the number of shares of Common Stock so
issuable immediately thereafter. Such adjustment shall become effective immediately after the
effective date of such event. For avoidance of doubt, the adjustment contemplated by this section
can be expressed by formula as follows:





11









 








	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 		 	 
	Ua =

	 	Ub
	 	x
	 	Oa

	 	 
	 

	 	 	 	 	 	Ob	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 		 	 
	Pa =

	 	Pb
	 	x
	 	Ob
	 	 
	 

	 	 	 	 	 	Oa	 	 







Where:




Ub = shares underlying the Warrant before the adjustment




Ua = shares underlying the Warrant after the adjustment




Pb = exercise price per share before the adjustment




Pa = exercise price per share after the adjustment




Ob = shares outstanding before the transaction in question




Oa = shares outstanding after the transaction in question



          (B) Cash Dividends and Distributions. If the Company shall fix a record date for the
payment of a dividend or the making of a distribution with respect to the Common Stock in cash
(other than an Ordinary Cash Dividend or a dividend or distribution covered by Section 14(A) or
Section 14(C)), the Exercise Price to be in effect after the record date for such dividend or
distribution shall be determined by multiplying (x) the Exercise Price in effect immediately prior
to such record date by (y) a fraction, the numerator of which shall be the Fair Market Value per
share of Common Stock as of the last trading day preceding the first date (the “ex-date”) on which
the Common Stock first trades without the right to receive such dividend or distribution less the
Fair Market Value of the cash paid per share in such dividend or distribution, and the denominator
of which shall be the Fair Market Value per share of Common Stock as of the last trading day before
the ex-date. Upon any adjustment of the Exercise Price pursuant to this Section 14(B), the total
number of shares of Common Stock issuable upon the exercise of the Warrant shall be such number of
shares issuable immediately prior to such adjustment multiplied by a fraction, the numerator of
which shall be the Exercise Price in effect immediately before such adjustment and the denominator
of which shall be the Exercise Price in effect immediately after such adjustment. In the case of
an adjustment for a cash dividend that is, or is coincident with, a regular quarterly dividend, the
“Fair Market Value” of such dividend as paid per share would be reduced by the per share amount of
the cash dividend that would constitute an Ordinary Cash Dividend. For avoidance of doubt, the
adjustments contemplated by this section can be expressed by formula as follows:




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 		 	 
	Ua =

	 	Ub
	 	x
	 	M
	 	 
	 

	 	 	 	 	 	M-D	 	 






12









 






	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 		 	 
	Pa =

	 	Pb
	 	x
	 	M-D
	 	 
	 

	 	 	 	 	 	M	 	 







Where:




Ub = shares underlying the Warrant before the adjustment




Ua = shares underlying the Warrant after the adjustment




Pb = exercise price per share before the adjustment




Pa = exercise price per share after the adjustment




M = Fair Market Value immediately before ex-date




D = Fair Market Value of the dividend or distribution made per share of Common Stock



          (C) Non-Cash Dividends and Distributions. If the Company shall fix a record date for
the payment of a dividend or the making of a distribution with respect to the Common Stock (other
than an Ordinary Cash Dividend or a dividend or distribution covered by Section 14(A) or Section
14(B)), the Company shall distribute (for no additional consideration) such securities or property
other than cash to the Warrantholder as such Warrantholder would have received had it held as of
the applicable record date a number of shares of Common Stock equal to the number of shares of
Common Stock that were issuable under the Warrant as of such record date simultaneously with and on
the same terms and conditions as such securities or other property are distributed to holders of
Common Stock. For the avoidance of doubt, in connection with the payment of any dividend or
distribution under this Section 14(C), the total number of shares issuable upon exercise of the
Warrant and the Exercise Price for the Warrant shall not be adjusted.




          (D) Tender Offers. If a publicly-announced tender offer made by the Company or any of
its Subsidiaries for the Common Stock shall be consummated, then the Exercise Price to be in effect
after the tender offer is consummated shall be determined by multiplying the Exercise Price in
effect immediately prior to such adjustment by a fraction, the numerator of which shall be the
product of (x) the number of shares of Common Share Equivalents outstanding immediately before
giving effect to the tender offer and (y) the Fair Market Value per share of the Common Stock as of
the sixth trading day following the date on which such tender offer is consummated and the
denominator of which shall be the sum of (i) the product of (x) the number of shares of Common
Share Equivalents outstanding after giving effect to the tender offer and (y) the Fair Market Value
per share of Common Stock as of the sixth trading day following the date on which such tender offer
is consummated, and (ii) the aggregate Fair Market Value of all cash and any other consideration
paid or payable for Common Share Equivalents (the “Tender Amount”). Upon any adjustment


13









 







of the Exercise Price pursuant to this Section 14(D), the total number of shares of Common
Stock issuable upon the exercise of the Warrant shall be such number of shares issuable immediately
prior to such adjustment multiplied by a fraction, the numerator of which shall be the Exercise
Price in effect immediately before such adjustment and the denominator of which shall be the
Exercise Price in effect immediately after such adjustment. For avoidance of doubt, the adjustment
contemplated by this section can be expressed by formula as follows, provided that the Exercise
Price shall not be increased (and the number of shares of Common Stock issuable upon exercise of
the Warrant shall not be decreased) as a result of this paragraph 14(D).




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 		 	 
	Ua =

	 	Ub
	 	x
	 	(Oa x M) + E
	 	 
	 

	 	 	 	 	 	Ob x M	 	 
	 
	 	 	 	 	 	 	 	 
	Pa =

	 	Pb
	 	x
	 	Ob x M	 	 
	 

	 	 	 	 	 	(Oa x M) + E	 	 







Where:




Ub = shares underlying the Warrant before the adjustment




Ua = shares underlying the Warrant after the adjustment




Pb = exercise price per share before the tender offer




Pa = exercise price per share after the tender offer




M = Fair Market Value on the sixth trading day immediately following the date on
which the tender offer is consummated




E = Tender Amount (the aggregate amount paid in the tender offer)




Ob = Shares equivalents outstanding before giving effect to tender offer




Oa = Shares equivalents outstanding after giving effect to tender offer



          (E) Discounted Issuances. Except to the extent an adjustment in respect of such
transaction is made in accordance with Section 14(F) below, in case of (a) any transaction in which
the Company issues any shares of Common Stock, rights or options to acquire Common Stock or
securities convertible or exchangeable into Common Stock (other than Qualifying Employee Stock), or
(b) the amendment to or change in the number of shares of Common Stock deliverable upon the
exercise, conversion or exchange of the securities described under (a) above, in each case for an
Effective Price that is lower than the Fair Market Value of a share of Common Stock on the business
day immediately prior to the date of pricing of such transaction (each, a




14









 








“Discounted Issuance”), the Exercise Price effective immediately following such Discounted
Issuance shall be determined by multiplying the Exercise Price then in effect by a fraction, the
numerator of which is the sum of (x) the number of shares of Common Share Equivalents outstanding
on the business day immediately prior to the date of pricing of the Discounted Issuance plus (y)
the total number of Common Shares that the aggregate Effective Price would purchase at the Fair
Market Value of a share of Common Stock on such business day, and the denominator of which is the
sum of (x) the number of Common Share Equivalents outstanding on the business day immediately prior
to the date of pricing of the Discounted Issuance plus (y) the total number of additional Common
Shares offered for subscription or purchase or into which such convertible securities could be
converted pursuant to the Discounted Issuance. Upon any adjustment of the Exercise Price pursuant
to this Section 14(E), the total number of shares of Common Stock issuable upon the exercise of the
Warrant shall be such number of shares issuable immediately prior to such adjustment multiplied by
a fraction, the numerator of which shall be the Exercise Price in effect immediately before such
adjustment and the denominator of which shall be the Exercise Price in effect immediately after
such adjustment. For the avoidance of doubt, the adjustment contemplated by this section can be
expressed by formula as follows:




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 		 	 
	Ua =

	 	Ub
	 	x
	 	Ob + I
	 	 
	 

	 	 	 	 	 	Ob + F	 	 
	 
	 

	 	 	 	 	 	 	 	 
	 
	Pa =

	 	Pb
	 	x
	 	Ob + F
	 	 
	 

	 	 	 	 	 	Ob + I	 	 







Where:




Ub = shares underlying the Warrant before the adjustment




Ua = shares underlying the Warrant after the adjustment




Pb = exercise price per share before the adjustment




Pa = exercise price per share after the adjustment




F = shares that Effective Price could purchase at fair market value




I = number of shares issued or deemed issued




Ob = share equivalents outstanding on a fully-diluted basis after giving effect to
the issuance



          (F) Reorganizations. In the case of any Reorganization in which any Common Stock is
converted into or exchanged for or becomes the right to receive cash,


15









 







securities or other property (“Exchange Property”), then, as a condition of such
Reorganization:





     (a) to the extent the Exchange Property consists of cash, securities or other property
(other than Voting Securities), the Warrantholder’s right to receive Shares upon exercise of
this Warrant shall be converted into the right to exercise this Warrant to acquire the
amount of Exchange Property (other than Voting Securities) which the Shares issuable upon
exercise of this Warrant (at the effective time of such Reorganization and after giving
effect to any adjustments pursuant to this Section 14) would have been entitled to receive
in such Reorganization; and




     (b) to the extent the Exchange Property consists of Voting Securities, the
Warrantholder shall be issued a new Warrant on terms and conditions substantially identical
to this Warrant to purchase a number of such Voting Securities for an Exercise Price per
share calculated by (x) first, multiplying the initially adjusted number of Shares times the
number of Voting Securities into which each share of Common Stock of the Company shall be
converted in the Reorganization to arrive at the final adjusted number of Voting Securities
of the other company issuable upon exercise of the Warrant and (y) second, dividing the
initially adjusted Exercise Price per share by the number of Voting Securities into which
each share of Common Stock of the Company shall be converted in the Reorganization to arrive
at the final adjusted Exercise Price per Voting Security.


In the case of any Reorganization in which holders of Common Stock may make an election as between
different types of Exchange Property, the Warrantholder shall be deemed to have elected to receive
(unless Majority Holders otherwise notify the Company), first, Voting Securities, second, cash, and
third other securities or property. The Company shall not affect any Reorganization unless the
Company first shall have made appropriate provision to ensure that applicable provisions of this
Agreement (including, without limitation, the provisions of this Article 14 and Article 15) and, if
the Exchange Property includes any Registrable Securities, the Registration Rights Agreement shall
immediately after giving effect to such Reorganization be assumed by and binding on the other party
to the Reorganization (or the successor, parent company and/or issuer of such securities, as
appropriate) and applicable to any Exchange Property deliverable upon the exercise of Warrants,
pursuant to a customary assumption agreement in form and substance reasonably satisfactory to
Majority Holders. The Company shall notify the Warrantholder of any such proposed Reorganization
Event reasonably prior to the consummation thereof so as to provide the Warrantholder with a
reasonable opportunity to confirm compliance with the terms hereof and, if they elect, to exercise
the Warrant in accordance with the terms and conditions hereof prior to consummation of the
Reorganization; provided, however, that in the case of a transaction which requires notice to be
given to the holders of Common Stock of the Company, the Warrantholder shall be provided the same
notice given to the holders of Common Stock of the Company.




16









 








          (G) Certain Other Events. If the Company takes any action affecting the Common
Stock, other than actions described in this Section 14, and in the opinion of the Board of
Directors, in its sole discretion, such action would materially adversely affect the exercise
rights of the Warrantholder, then the Exercise Price for the Warrant and/or the number of Shares
received upon exercise of the Warrant shall be adjusted, to the extent permitted by law, in such a
manner and at such time as the Board of Directors may determine in good faith to be equitable in
the circumstances.




          (H) Rounding of Calculations; Minimum Adjustments. All calculations under
this Section 14 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest
one-hundredth (1/100th) of a share, as the case may be. Any provision of this Section 14 to the
contrary notwithstanding, no adjustment in the Exercise Price or the number of shares of Common
Stock into which this Warrant is exercisable shall be made if the amount of such adjustment would
be less than $0.01 or one-tenth (1/10th) of a share of Common Stock, but any such amount shall be
carried forward and an adjustment with respect thereto shall be made at the time of and together
with any subsequent adjustment which, together with such amount and any other amount or amounts so
carried forward, shall aggregate $0.01 or 1/10th of a share of Common Stock, or more.




          (I) Notice of Adjustment. Whenever the number of shares of Common Stock or other
stock or property issuable upon the exercise of the Warrant or the Exercise Price is adjusted, as
herein provided, the Company shall give notice to the Warrantholder of such adjustment or
adjustments and shall deliver to the Warrantholder a statement setting forth the number of shares
of Common Stock or other stock or property issuable upon the exercise of the Warrant and the
Exercise Price after such adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.




          (J) Adjustment Rules. If an adjustment in Exercise Price made hereunder would reduce
the Exercise Price to an amount below $0.01 then such adjustment in Exercise Price made hereunder
shall reduce the Exercise Price to $0.01 and not lower.




          15. Mandatory Redemption upon a Change of Control or Delisting. Upon the occurrence
of (i) a Delisting Event or (ii) a Change of Control Event under clauses (a), (b), (d), (e) or (f)
of the definition thereof, in each case, the occurrence of which is within the control of the
Company, then, at the election of the Warrantholder in its sole discretion exercised by written
notice to the Company on or prior to the 10th business day following written notice by
the Company to the Warrantholder of the occurrence of the Delisting Event or the Change of Control
Event which notice shall be provided no later than the 2nd business day following the
Delisting Event or the Change of Control Event (the “Notice Date”), the Company shall pay to the
Warrantholder not later than the 30th business day following the Notice Date an amount
in cash in immediately available funds equal to the Cash Redemption Value (as defined below) for
this Warrant plus interest, if any, on such amount from the 15th business day following
the Notice Date to (but not including) the date of payment at a rate of 5% per annum. For purposes
of this Section 15, the “Cash Redemption Value”


17









 







for the Warrant shall be determined to be equal to (x) the difference between the Fair Market
Value of a share of Common Stock minus the Exercise Price per share of Common Stock multiplied by
(y) the number of Exercise Shares underlying the Warrant, in each of cases (x) and (y) determined
as of the date of the Change of Control Event or Delisting Event. To
the extent that the Warrantholder
does not exercise the right provided by this section with respect to the entire Warrant, the
applicable portion of the Warrant will remain outstanding as adjusted pursuant to the provisions of
Article 14 hereof.




          16. Purchase of Series C Preferred Shares in lieu of Common Stock.




          (A) Subject to Section 16(D) below, if the Warrantholder is an Initial Holder and at the time
of delivery of an Exercise Notice the Warrantholder does not deliver to the Company a certification
from the Warrantholder that it (or any of its Affiliates that comprise the Initial Holders) has
obtained such Regulatory Approval as is required in order for such Warrantholder (and, if
applicable, its Affiliates) to hold a specified number of shares of Common Stock issuable upon
exercise of the Warrant, the number of Common Shares with respect to which such certification has
not been delivered (the “Regulatory Subject Shares”) shall be exercisable only for Series C
Preferred Shares in accordance with Section 16(B).




          (B) If the Company is required to issue shares of Series C Preferred Shares in accordance with
subsection (A), the shares of Series C Preferred Shares so issuable shall entitle the Warrantholder
to receive upon conversion of such Series C Preferred Shares (subject to adjustment provisions
therein) a number of Underlying Common Shares which shall equal the number of Regulatory Subject
Shares.




          (C) For purposes of this Section 16, “Initial Holder” means the Investor, the initial
Warrantholder and any Affiliate of the Investor to whom the initial Warrantholder has transferred,
directly or indirectly, the Warrant in accordance with the terms of the Investment Agreement,
acting individually or as a group, as the context may require.




          (D) Notwithstanding Section 16(A) above, if at the time of delivery of an Exercise Notice,
Stockholder Approval has not been obtained, the Warrant shall be exercisable only for Series C
Preferred Shares and the Series C Preferred Shares so issuable shall entitle the Warrantholder to
receive upon conversion of such Series C Preferred Shares (subject to adjustment provisions
therein) a number of Underlying Common Shares for which the Warrant would have been exercisable had
the Stockholder Approval been obtained.




          (E) Certificates for Preferred Shares issuable upon exercise of this Warrant in accordance
with this Section 16 will be issued in such name or names as the Warrantholder may designate and
will be delivered to such named Person or Persons within a reasonable time, not to exceed three
business days after the date on which this Warrant has been duly exercised in accordance with the
terms of this Warrant. The Company agrees that the Preferred Shares so issued will be deemed to
have been issued to the Warrantholder as of the close of business on the date on


18









 







which this Warrant and payment of the Exercise Price are delivered to the Company in
accordance with the terms of this Warrant, notwithstanding that the stock transfer books of the
Company may then be closed or certificates representing such Preferred Shares may not be actually
delivered on such date. The Company will at all times reserve and keep available, out of its
authorized but unissued preferred stock, solely for the purpose of providing for the exercise of
this Warrant, the aggregate number of Preferred Shares issuable upon exercise of this Warrant. In
addition, the Company will at all times reserve and keep available, out of its authorized but
unissued Common Stock, the aggregate number of shares of Common Stock issuable upon conversion,
transfer or sale of the Preferred Shares (the “Convertible Underlying Shares”). The Company will
procure, at its sole expense, the listing of the Convertible Underlying Shares, subject to issuance
or notice of issuance, on all principal stock exchanges on which the Common Stock is then listed or
traded and maintain such listings of such Convertible Underlying Shares at all times after
issuance. The Company will ensure that the Convertible Underlying Shares may be issued without
violation of any applicable law or regulation or of any requirement of any securities exchange on
which the Common Stock is listed or traded.




          17. Notice of Dividends and Distributions. At any time when the Company declares any
dividend or other distribution on its Common Stock and the Company’s Common Stock is not listed on
a national securities exchange, it shall give notice to the Warrantholder of all the then
outstanding Warrants of any such declaration not less than 15 days prior to the related record date
for payment of the dividend or distribution so declared.




          18. Removal of Legends. The Warrantholder may surrender its Warrant certificates or
certificates evidencing Underlying Common Stock (or Convertible Underlying Shares) to the Company
who shall exchange such certificates for certificates without the legend included on this Warrant;
provided that each of the Articles of Incorporation, including the Certificate of
Designation for the Series C Preferred Shares, and the Investment Agreement no longer require such
legend and the Warrantholder has delivered an officer’s certificate and an opinion of nationally
recognized counsel reasonably acceptable to the Company to the effect that Warrants or Underlying
Common Stock (or Convertible Underlying Shares), as the case may be, represented by such
certificates are freely transferable under the Securities Act, as the case may be.




          19. Governing Law; Submission to Jurisdiction. This Warrant will be governed by and
construed in accordance with the laws of the State of New York applicable to contracts made and to
be performed entirely within such State. To the fullest extent permitted by law, the Company and
the Warrantholder agree (a) that any dispute between them shall be brought in the United States District
Court for the Southern District of New York or, in the event federal jurisdiction is not available,
in the Supreme Court of the State of New York, New York County, (b) to submit to the exclusive
jurisdiction of such courts and agree to waive any claims of improper venue or forum non conveniens
and (c) that notice may be served upon such party at the address and in the manner set forth for
such party in Section 22. To the extent permitted by applicable law, each of the Company


19









 







and the
Warrantholder hereby unconditionally waives trial by jury in any legal action or proceeding
relating to this Warrant.




          20. Binding Effect. This Warrant shall be binding upon any successors or assigns of
the Company.




          21. Amendments. This Warrant may be amended and the observance of any term of this
Warrant may be waived only with the written consent of the Company and the Warrantholder.




          22. Notices. Any notice, request, instruction, claim, demand, waiver or other
document or communication to be given hereunder by the Company or the Warrantholder to the other
will be in writing and will be deemed to have been duly given (a) on the date of delivery when
delivered by hand or overnight courier service or (b) upon confirmation of receipt when delivered
by facsimile. All notices hereunder shall be delivered as set forth below, or to such other
address or facsimile number as either party may from time to time designate in a written notice
given in a like manner.



          (A) If to the Company:



The Hartford Financial Services Group Inc.

One Hartford Plaza

Hartford, CT 06155

U.S.A.

Attention: Alan J. Kreczko

Facsimile: +1 860 547 4721





          with a copy (which copy alone shall not constitute notice) to:


Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

U.S.A.

Attention: Victor I. Lewkow

Facsimile: +1 212 225 3999




20









 







     (B) If to the Initial Warrantholder:



Allianz SE (on behalf of Allianz Finance II 

Luxembourg S.a.r.l.)

Group Legal Services

Koeniginstr. 28

80802 Muenchen

Germany

Attention: Dr. Peter Hemeling

Facsimile: +49 89 38 00 2152





with a copy (which copy alone shall not constitute notice) to:


Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004-2498

U.S.A.

Attention: Andrew Dietderich

Facsimile: +1-212-558-3588




          23. Entire Agreement. This Warrant and the forms attached hereto, and the Investment
Agreement (and the other documents referenced in Section 6.7 of the Investment Agreement), contain
the entire agreement between the parties with respect to the subject matter hereof and supersede
all prior and contemporaneous arrangements or undertakings with respect thereto.




21









 





          IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly
authorized officer.




Dated: October 17, 2008




	 	 	 	 	 
	 	The Hartford Financial Services Group, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	John N. Giamalis	 
	 	 	Title:  	Senior Vice President and Corporate Secretary	 
	 
	 	Attest:

 	 
	 	By:  	 	 
	 	 	Name:  	Ricardo A. Anzaldúa	 
	 	 	Title:  	Vice President and Corporate Secretary	 
	 



[SIGNATURE PAGE TO WARRANT]




22









 








ANNEX A




[FORM OF EXERCISE NOTICE]




DATE:                     




TO:
[•]




RE: Election to Purchase Common Stock / Series C Preferred Shares




          The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees
to subscribe for and purchase the number of shares of the [Common Stock] [Series C Preferred
Shares] set forth below covered by such Warrant. The undersigned, in accordance with Section 3 of
the Warrant, hereby agrees to pay the aggregate Exercise Price for such shares of [Common Stock]
[Series C Preferred Shares]. A new warrant evidencing the remaining shares of Common Stock covered
by such Warrant, but not yet subscribed for and purchased, if any, should be issued in the name set
forth below.



Number of Shares of [Common Stock][ Series C Preferred Shares]:                    



Aggregate Exercise Price:                                                             



The Warrantholder hereby certifies that Regulatory Approvals in respect of [all shares to which this
Exercise Notice relates]
[                                                             shares of Underlying Co
mmon Stock] have been
obtained




Election of Net Settlement:



Number of Shares of Underlying Common Stock:                                                            




	 	 	 	 	 	 	 
	 

	 	Warrantholder:	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






23