The Hartford 2008 Annual Report Download - page 704

(e) Except as provided in Section 9, if a Director’s service on the Board terminates for any reason, including without
limitation termination due to death, disability or retirement, prior to the lapse of any applicable Restriction Period, such
Director (or Beneficiary, in the event of death) shall be or become vested in, or entitled to payment in respect of, such
Award to the extent determined by the Committee as set forth in such Director’s Award Document and/or any administrative
rules or other terms and conditions adopted by the Committee from time to time applicable to such Award granted to such
Director; provided that, to the extent that any such rules or terms and conditions establish a payment term not associated
directly with the vesting of any such Award, only the payment terms established under such rules or terms and conditions as
are in effect at the date the Award is granted to the Director shall apply to such Award.
(f) The Committee may require, on such terms and conditions as it deems appropriate or desirable, that the certificates
for Stock delivered under the Plan in respect of any grant of Restricted Stock may be held in custody by a bank or other
institution, or that the Company may itself hold such shares in custody until the Restriction Period expires or until
restrictions thereon otherwise lapse, or later as provided in Section 14 hereof. The Committee may require, as a condition of
any Award of Restricted Stock that the Key Employee or Director shall have delivered a stock power endorsed in blank
relating to the Restricted Stock. Notwithstanding any provision of the Plan to the contrary, Restricted Stock may be
evidenced on a book entry or electronic basis or pursuant to other arrangements (including, without limitation, in an
omnibus or nominee account administered by a third party) until restrictions thereon otherwise lapse, in lieu of issuing
physical certificates to the Key Employee or Director.
(g) At the discretion of the Committee, the Restricted Unit account of a Key Employee or Director may be credited
with Dividend Equivalents during the Restricted Period which shall be subject to the same terms and conditions (and
become payable and be paid) as the Restricted Units to which they relate. Unless the Committee shall otherwise determine at
or after grant, all Dividend Equivalents payable in respect of Restricted Units shall be deemed reinvested in that number of
Restricted Units determined based on the Fair Market Value on the date the corresponding dividend on the Stock is payable
to stockholders.
(h) Nothing in this Section 7 shall preclude a Key Employee or Director from exchanging any shares of Restricted
Stock subject to the restrictions contained herein for any other shares of Stock that are similarly restricted.
Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009