The Hartford 2008 Annual Report Download - page 741

C. Notwithstanding anything in this Plan to the contrary, the Plan shall not be amended, modified, suspended or
terminated during the period in which a Change of Control is threatened. For purposes of the preceding sentence, a
Change of Control shall be deemed to be threatened for the period beginning on the date of any Potential Change of
Control, and ending upon the earliest of: (a) the second anniversary of the date of such Potential Change of Control,
(b) the date a Change of Control occurs, or (c) the date the Board or the Committee determines in good faith that a
Change of Control is no longer threatened. Further, notwithstanding anything in this Plan to the contrary, no
amendment, modification, suspension or termination following a Change of Control shall adversely impair or reduce
the rights of any person with respect to a prior Award without the consent of such person.
D. Amendments to the Plan that are solely of an administrative nature may be made by either The Hartford’s Chairman
and Chief Executive Officer or Executive Vice President, Human Resources.
E. The Committee or the Board shall have the power at any time to terminate the Plan and all rights of Employees
under the Plan.
7.12 Subsidiary Plans Required to Satisfy Local Law. The Committee may approve or adopt discount Share purchase
plans, or other similar or related plans consistent with the purposes of the Plan, for Employees of subsidiaries of the
Company as required to meet the provisions of the tax or securities laws or other applicable laws, rules or regulations in the
jurisdictions in which any subsidiary operates. Any Shares purchased under any such subsidiary plans shall be deemed to
have been purchased under the Plan. The Committee, in its sole discretion and to the extent permitted by applicable law,
may delegate its authority under this Section to (i) any other appropriate committee of the Company, or (ii) to the Chief
Executive Officer of The Hartford or any other appropriate officer of the Company.
7.13 Governing Law. The laws of the State of Connecticut shall govern all matters relating to the Plan, except to the extent
such laws are superseded by the laws of the United States.
7.14 Merger Clause. The terms of the Plan are wholly set forth in this document, including certain standards of certain
other plans which are to be applied to an Employee for purposes of the Plan to the extent provided herein, regardless of
whether such Employee is covered under such plans. This Section shall in no way limit the authority of the Committee and
the Plan Administrator to administer the Plan as provided herein.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009