The Hartford 2008 Annual Report Download - page 649

(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 (i) 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 Executive under the Agreement being subject to an additional tax under Section 409A of the
Code, and (ii) may terminate this Agreement at any time prior to a Change of Control by written notice to
Executive given at least six months prior to the date of termination of the Agreement, provided that a
Change of Control is not threatened at the time the notice is given. For purposes of the preceding sentence,
a Change of Control shall be deemed to be threatened for the period beginning on the date of any Potential
Change of Control (as defined in The Hartford 2005 Incentive Stock Plan, as it may be amended from time
to time) and ending upon the earlier of (i) the second anniversary of the date of such Potential Change of
Control, (ii) the date a Change of Control occurs, or (iii) the date the Board determines in good faith that a
Change of Control is no longer threatened. 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.
(k) Headings. Except as expressly provided herein, 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.
(n) Governing Law. This Agreement shall be governed by the laws of the State of Connecticut, without
reference to principles of conflicts or choice of law under which the law of any other jurisdiction would apply.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009