The Hartford 2008 Annual Report Download - page 626

(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, to avoid payments to the Executive under the
Agreement being subject to an additional tax under Section 409A of the Code or to avoid compensation paid prior to a
Change of Control being nondeductible to the Company under Revenue Ruling 2008-13. 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. 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