The Hartford 2008 Annual Report Download - page 715

Exhibit 10.12
THE HARTFORD DEFERRED COMPENSATION PLAN
(As amended and restated effective as of January 1, 2009)
ARTICLE I
PURPOSE
1.1 Purpose. The purpose of the Plan is to provide, in the discretion of the Committee, an opportunity for certain Key
Employees and Directors to defer the receipt of certain Eligible Compensation to the extent provided herein. The Plan is
intended to constitute an unfunded and unsecured deferred compensation arrangement for a select group of management or
highly compensated individuals for purposes of ERISA. The Plan restates the terms of certain unfunded and unsecured
deferred compensation arrangements established for such employees by ITT Corporation and The Hartford in 1994 and
1995, and continued by The Hartford to the extent provided hereunder. Capitalized terms used in the Plan shall have the
meanings provided herein.
Effective January 1, 2009, the Plan is amended in order to comply with final regulations issued under Section 409A of the
Internal Revenue Code (the “Code”). The Plan 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 participants under
Section 409A of the Code. The provisions designed to comply with Section 409A are retroactively effective to January 1,
2005, to comply with transitional guidance promulgated by the Internal Revenue Service under Section 409A. Consistent
with that guidance, and notwithstanding Section 3.1 hereof, Plan participants have the opportunity to irrevocably redesignate
during 2008 how amounts scheduled to be paid after 2008 in accordance with prior deferral elections are to be paid,
provided that no such redesignation shall cause the payment of an amount scheduled to be made in a later year to be
accelerated into the 2008 year.
ARTICLE II
DEFINITIONS
The following terms shall have the following meanings for purposes of the Plan:
“Account” means any account maintained on behalf of a Participant pursuant to the Plan.
“Act” means the Securities Exchange Act of 1934, as amended.
“Beneficial Owner” means any Person who, directly or indirectly, has the right to vote or dispose of or has “beneficial
ownership” (within the meaning of Rule 13d-3 under the Act) of any securities of a company, including any such right
pursuant to any agreement, arrangement or understanding (whether or not in writing), provided that: (A) a Person shall not
be deemed the Beneficial Owner of any security as a result of an agreement, arrangement or understanding to vote such
security (i) arising solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made
pursuant to, and in accordance with, the Act and the applicable rules and regulations thereunder, or (ii) made in connection
with, or to otherwise participate in, a proxy or consent solicitation made, or to be made, pursuant to, and in accordance with,
the applicable provisions of the Act and the applicable rules and regulations thereunder, in either case described in clause
(i) or (ii) above, whether or not such agreement, arrangement or understanding is also then reportable by such Person on
Schedule 13D under the Act (or any comparable or successor report); and (B) a Person engaged in business as an
underwriter of securities shall not be deemed to be the Beneficial Owner of any security acquired through such Person’s
participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such
acquisition.
Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009