The Hartford 2012 Annual Report Download - page 257

Hartford entitled to vote in the election of directors of The Hartford immediately prior to such transaction; provided that, such
continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such
threshold (or to preserve such relative voting power) is due solely to the acquisition of voting securities by an employee benefit
plan of The Hartford, such surviving entity or any subsidiary of such surviving entity;
(D) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the
assets of The Hartford approved by the stockholders of The Hartford shall be consummated; or
(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