The Hartford 2008 Annual Report Download - page 782

(A) Instructions to Trustee. In the event a Tender Offer is commenced, the Plan Administrator, promptly after
receiving notice of such commencement, shall transfer certain of its record keeping functions to an independent record
keeper. The functions so transferred shall be those necessary to preserve the confidentiality of any directions given by
the Members and Deferred Members (or Beneficiary in the event of the death of the Member or Deferred Member) in
connection with the Tender Offer. A trustee may not take any action in response to a Tender Offer except as otherwise
provided in this Section. Each Member is, for all purposes of this Section, hereby designated a named fiduciary within
the meaning of Section 402(a)(2) of ERISA, with respect to the shares of The Hartford Stock allocated to his or her
Accounts. Each Member and Deferred Member (or Beneficiary in the event of the death of the Member or Deferred
Member) may direct the Trustee to sell, offer to sell, exchange or otherwise dispose of The Hartford Stock allocated to
any such individual’s Accounts in accordance with the provisions, conditions and terms of such tender offer and the
provisions of this Section, provided, however, that such directions shall be confidential and shall not be divulged by the
Trustee or independent record keeper to the Company or to any director, officer, employee or agent of the Company, it
being the intent to ensure that the Company (and its directors, officers, employees and agents) cannot determine the
direction given by any Member, Deferred Member or Beneficiary. Such instructions shall be in such form and shall be
filed in such manner and at such time as the Trustee may prescribe.
(B) Trustee Action on Member Instructions . The Trustee shall sell, offer to sell, exchange or otherwise dispose of
The Hartford Stock allocated to the Member’s, Deferred Member’s or Beneficiary’s Accounts with respect to which it
has received directions to do so under this Section 8.6. The proceeds of a disposition directed by a Member, Deferred
Member or Beneficiary from his or her Accounts under this Section 8.6 shall be allocated to such individual’s Accounts
and be governed by the provisions of this Section or other applicable provisions of the Plan and the trust agreements
related hereto.
(C) Trustee Action With Respect to Members Not Issuing Instructions or Issuing Invalid Instructions . To the
extent to which Members, Deferred Members and Beneficiaries do not issue valid directions to the Trustee to sell, offer
to sell, exchange or otherwise dispose of The Hartford Stock allocated to their Accounts, such individuals shall be
deemed to have directed the Trustee that such shares remain invested in The Hartford Stock subject to all provisions of
the Plan, including Section 8.6(D).
(D) Investment of Plan Assets after Tender Offer . To the extent possible, the Trustee shall reinvest the proceeds of a
disposition of The Hartford Stock in an individual’s Accounts in The Hartford Stock as expeditiously as possible in the
exercise of the Trustee’s fiduciary responsibility and shall otherwise be held by the Trustee subject to the provisions of
the trust agreement and the Plan. In the event that The Hartford Stock is no longer available to be acquired following a
tender offer, the Company may direct the substitution of new employer securities for such Stock or for the proceeds of
any disposition of such Stock. Pending the substitution of new employer securities or the termination of the Plan and
trust, the Trust Fund shall be invested in such securities as the Trustee shall determine; provided, however, that,
pending such investment, the Trustee shall invest the cash proceeds in short-term securities issued by the United States
of America or any agency or instrumentality thereof or any other investments of a short-term nature, including
corporate obligations or participations therein and interim collective or common investment funds.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009