The Hartford 2008 Annual Report Download - page 544

(j) Amendments. This Agreement may not be altered, modified or amended except by a written instrument signed by
each of the parties hereto, provided, however, that the Company may unilaterally amend this Agreement at any
time as may be necessary, in its reasonable judgment, to comply with law or to avoid payments to the Executive
under the Agreement being subject to an additional tax under Section 409A of the Code. This Agreement is
intended to comply with Section 409A of the Code, and no action taken by the Company shall be construed in a
manner that would result in the imposition of an additional tax on Executive under Section 409A of the Code.
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.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009