Harbinger Group Inc.
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SEC Filings

10-K
HRG GROUP, INC. filed this Form 10-K on 12/21/1995
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serving at the request of such constituent corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise
shall stand in the same position under the provisions of this ARTICLE V with
respect to the resulting or surviving corporation as he would if he had served
the resulting or surviving corporation in the same capacity. For purposes of
this ARTICLE V, references to "other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this ARTICLE V.


                                   ARTICLE VI

                   Shares of Capital Stock and Their Transfer

          SECTION 1.   Certificates for Stock.   Every owner of stock of the
Corporation shall be entitled to a certificate or certificates, to be in such
form as the Board shall prescribe, certifying the number and class of shares of
the capital stock of the Corporation owned by him.  The certificates for the
respective classes of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
Chairman of the Board and Chief Executive Officer or any Vice President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation and its seal be affixed thereto; provided, however, that,
where such certificate is signed by a transfer agent or an assistant transfer
agent or by a transfer clerk acting on behalf of the Corporation and a
registrar, if the Board shall by Resolution so authorize, the signature of such
Chairman of the Board and Chief Executive Officer, Vice President, Treasurer,
Secretary, Assistant Treasurer or Assistant Secretary and the seal of the
Corporation may be facsimile.  In case any officer or officers of the
Corporation who shall have signed, or whose facsimile signature or signatures
shall have been used on, any such certificate or certificates shall cease to be
such officer or officers, whether by reason of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be adopted by the
Corporation and be issue and delivered as though the person or persons who
signed such certificate or certificates, or whose facsimile signature or
signatures shall have been affixed thereto, had not ceased to be such officer or
officers.  A record shall be kept by the Secretary, transfer agent or by any
other officer, employee or agent designated by the Board of the name of the
person, firm or corporation owning the stock represented by such certificates,
the number and class of shares represented by such certificates, respectively,
and the respective dates thereof, and in case of cancellation, the respective
dates of cancellation.  Every certificate surrendered to the Corporation for
exchange or transfer

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