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Notwithstanding anything to the contrary contained herein or in any other plan or agreement, if the Company and or

any of its subsidiaries participates in the Troubled Assets Relief Program or any similar program under the Emergency

Economic Stabilization Act of 2008 (“EESA”) and Executive is determined to be a “senior executive officer” within

the meaning of EESA, Executive agrees that this Agreement and any other compensation arrangements with the

Company and its subsidiaries shall be deemed modified to the extent necessary to comply with the provisions of EESA

and all related U.S. Treasury Department and Internal Revenue Service regulations and guidance promulgated

thereunder, including but not limited to the following: (i) bonus and incentive compensation arrangements may be

limited to the extent necessary to ensure that senior executive officers are not encouraged to take risks that are

unnecessary or excessive, (ii) all bonus and incentive compensation shall, to the extent required by EESA, be subject to

recovery or “clawback” by the Company if the payments were based on materially inaccurate financial statements or

any other materially inaccurate performance metric criteria, (iii) any amounts treated as “golden parachute payments”

under Section 280G of the Internal Revenue Code shall be limited to the extent required by EESA, and (iv) Executive

hereby waives all rights to compensation the payment of which is prohibited by EESA. Executive shall execute such

amendments to this or any other applicable agreement or plan or arrangement as the Company shall determine to be

necessary to affect the foregoing sentence. To the extent required by EESA or the U.S. Treasury Department, Executive

hereby agrees to grant to the U.S. Treasury Department a waiver releasing the U.S. Treasury Department from any

claims that Executive may have as a result of the issuance of any regulations which modify the terms of any benefit

plans, arrangements or agreements to eliminate any provisions that would not be in compliance with the requirements

of Section 111 of EESA and any guidance or regulations promulgated thereunder. Executive further hereby agrees that

this Agreement and any other compensation arrangements with the Company and its subsidiaries shall be deemed

modified to the extent necessary to comply with the provisions of programs under future legislation similar to EESA

and all related regulations and guidance promulgated thereunder, and to cooperate with the Company’s participation in

any such programs.

(k) Headings. Headings to provisions of this Agreement are for the convenience of the parties only and are not

intended to be part of or to affect the meaning or interpretation hereof.

(l) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all

of which together shall constitute one and the same instrument.

(m) Withholding. Any payments provided for herein shall be reduced by any amounts required to be withheld by the

Company from time to time under applicable Federal, State or local income or employment tax laws or similar statutes

or other provisions of law then in effect.

Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009