The Hartford 2008 Annual Report Download - page 570

(b) Arbitration. Except as provided in Section 9, any dispute or controversy arising under or in connection with this
Agreement shall be resolved by binding arbitration. Such arbitration shall be held in the city of Hartford, Connecticut
and except to the extent inconsistent with this Agreement, shall be conducted in accordance with the Commercial
Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration, and otherwise in
accordance with the principles that would be applied by a court of law or equity. The arbitrator shall be acceptable to
both the Company and Executive. If the parties cannot agree on an acceptable arbitrator, the dispute or controversy
shall be heard by a panel of three arbitrators; one appointed by each of the parties and the third appointed by the other
two arbitrators. The Company and Executive further agree that they will abide by and perform any award or awards
rendered by the arbitrators and that a judgment may be entered on any award or awards rendered by any state or federal
court having jurisdiction over the Company or Executive or any of their respective property.
(c) Legal Fees and Expenses. In any contest (whether initiated by Executive or by the Company) as to the validity,
enforceability or interpretation of any provision of this Agreement, the Company shall pay Executive’s legal expenses
(or cause such expenses to be paid) including, without limitation, his reasonable attorney’s fees, on a quarterly basis,
upon presentation of proof of such expenses in a form acceptable to the Company,provided that Executive shall
reimburse the Company for such amounts, plus simple interest thereon at the 90-day United States Treasury Bill rate as
in effect from time to time, compounded annually, if Executive shall not prevail, in whole or in part, as to any material
issue as to the validity, enforceability or interpretation of any provision of this Agreement.
(d) Successors; Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Company and its
successors. The Company shall require any successor to all or substantially all of the business and/or assets of the
Company, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by an
agreement in form and substance satisfactory to Executive, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent as the Company would be required to perform the Agreement if no such
succession had taken place. This Agreement is personal to the Executive and, without the prior written consent of the
Company, shall not be assignable by Executive otherwise than by will or the law of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.
(e) Assignment. Except as provided in Section 10(d), neither this Agreement nor any of the rights or obligations
hereunder shall be assigned or delegated by any party hereto without the prior written consent of the other party.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009