The Hartford 2008 Annual Report Download - page 717

(E) within any 24 month period, the persons who were directors of The Hartford immediately before the beginning of
such period (the “Incumbent Directors of The Hartford”) shall cease (for any reason other than death) to constitute at
least a majority of the board of directors of The Hartford or the board of directors of any successor to The Hartford,
provided that any director of The Hartford who was not a director of The Hartford at the beginning of such period shall
be deemed to be an Incumbent Director of The Hartford if such director (1) was elected to the board of directors of The
Hartford by, or on the recommendation of or with the approval of, at least two-thirds of the directors of The Hartford
who then qualified as Incumbent Directors of The Hartford either actually or by prior operation of this clause (E), and
(2) was not designated by a Person who has entered into an agreement with The Hartford to effect a transaction
described in paragraph (C) or paragraph (D) of this definition of Change of Control;
provided that, notwithstanding any provision in this Plan to the contrary, in the event of a Change of Control as described in
paragraph (C) or paragraph (D) of this definition of Change of Control, in the case of a Key Employee or Director whose
employment or service on the Board of Directors involuntarily terminates on or after the date of a shareholder approval
described in either of such paragraphs but before the date of a consummation described in either of such paragraphs, and the
consummation occurs within 60 days of such date of termination, the date of such termination shall be deemed for purposes
of the Plan to be the day following the date of the applicable consummation.
“Committee” means the Compensation and Personnel Committee of the Board of Directors, or such other Committee as the
Board may designate to administer the Plan pursuant to Article VII.
“Director” means a member of the Board of Directors who is not an employee of a Participating Company.
“Eligible Compensation” means the amount of compensation of a Key Employee or Director, if any, designated by the
Committee in its sole discretion as eligible for deferral under the Plan, which may include (A) the cash amount, if any,
which may become payable to a Key Employee pursuant to a Participating Company’s executive bonus program, (B) the
cash amount, if any, which may become payable to a Key Employee pursuant to a Participating Company’s sales incentive
payment program, (C) the cash amount of commissions (net of expense reimbursements), if any, which may become payable
to certain wholesalers under the sales incentive program established for wholesalers for Planco Financial Services, (D) the
cash amount, if any, which may become payable as a sign-on bonus to a person expected to become a Key Employee,
(E) the cash amount, if any, which may be contributed to the Plan by a Participating Company on behalf of a Key Employee
in lieu of Excess Contributions under the Excess Savings Plan, (F) the amount of any cash compensation which may become
payable to a Director for service on the Board of Directors, and (G) the amount of any such other compensation of a Key
Employee of a Participating Company or a Director as the Committee may deem appropriate for deferral in accordance with
the Plan.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009