CERTIFICATE OF ELIMINATION OF THE SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK, SERIES D NON-VOTING CONTINGENT CONVERTIBLE PREFERRED STOCK AND FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E OF THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware
The Hartford Financial Services Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Restated Certificate of Incorporation of the Company, as theretofore amended, the Board of Directors of the Company, by resolution duly adopted, authorized the issuance of a series of 300,000 shares of Series A Participating Cumulative Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on November 28, 1995, filed a Certificate of Designations (the “Series A Certificate of Designations”) with respect to such Series A Preferred Stock in the office of the Secretary of State of the State of Delaware.
2. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Certificate of Incorporation of the Company, as theretofore amended, the Board of Directors of the Company, by resolution duly adopted, authorized the issuance of a series of 6,300,000 shares of Series D Non-Voting Contingent Convertible Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on October 17, 2008, filed a Certificate of Designations (the “Series D Certificate of Designations”) with respect to such Series D Preferred Stock in the office of the Secretary of State of the State of Delaware.
3. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Certificate of Incorporation of the Company, as theretofore amended, the Board of Directors of the Company, by resolution duly adopted, authorized the issuance of a series of 3,400,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series E, par value $0.01 per share (the “Series E Preferred Stock,” and together with the Series A Preferred Stock and the Series D Preferred Stock, the “Preferred Stock”), and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on June 25, 2009, filed a Certificate of Designations (the “Series E Certificate of Designations,” and together with the Series A Certificate of Designations and the Series D Certificate of Designations, the “Certificates of Designation”) with respect to such Series E Preferred Stock in the office of the Secretary of State of the State of Delaware.
4. That no shares of said Preferred Stock are outstanding and no shares thereof will be issued subject to said Certificates of Designation.
5. That the Board of Directors of the Company has adopted the following resolutions:
WHEREAS, by resolution of the Board of Directors of the Company and by a Certificate of Designations (the “Series A Certificate of Designations”) filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on November 28, 1995, the Company authorized the issuance of a series of 300,000 shares of Series A Participating Cumulative Preferred Stock, par value $0.01 per share, of the Company (the “Series A Preferred Stock”) and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof; and
WHEREAS, by resolution of the Board of Directors of the Company and by a Certificate of Designations (the “Series D Certificate of Designations”) filed in the office of the Secretary of State on October 17, 2008, the Company authorized the issuance of a series of 6,300,000 shares of Series D Non-Voting Contingent Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series D Preferred Stock”) and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof; and
WHEREAS, by resolution of the Board of Directors of the Company and by a Certificate of Designations (the “Series E Certificate of Designations,” and together with the Series A Certificate of Designations and the Series D Certificate of Designations, the “Certificates of Designation”) filed in the office of the Secretary of State on June 25, 2009, the Company authorized the issuance of a series of 3,400,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series E, par value $0.01 per share, of the Company (the “Series E Preferred Stock,” and together with the Series A Preferred Stock and the Series D Preferred Stock, the “Preferred Stock”) and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof; and
WHEREAS, as of the date hereof, no shares of such Preferred Stock are outstanding and no shares of such Preferred Stock will be issued subject to said Certificates of Designation; and
WHEREAS, it is desirable that all matters set forth in the Certificates of Designation with respect to such Preferred Stock be eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Company.
NOW, THEREFORE, BE IT AND IT HEREBY IS
RESOLVED, that all matters set forth in the Certificates of Designation with respect to such Preferred Stock be eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Company; and it is further
RESOLVED, that the officers of the Company be, and hereby are, authorized and directed to file a Certificate of Elimination with the office of the Secretary of State setting forth a copy of these resolutions whereupon all matters set forth in the Certificates of Designation with respect to such Preferred Stock shall be eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Company.
6. That, accordingly, all matters set forth in the Certificates of Designation with respect to the Preferred Stock be, and hereby are, eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Company.
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IN WITNESS WHEREOF, The Hartford Financial Services Group, Inc. has caused this Certificate to be executed by its duly authorized officer this 26th day of April, 2010.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By:/s/ Alan J. Kreczko Name: Alan J. Kreczko Title: Executive Vice President and General Counsel
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