EX-10.18:



 




Exhibit 10.18


THE HARTFORD

INVESTMENT AND SAVINGS PLAN



(As Amended and Restated as of January 1, 2006)




ARTICLE ONE

INTRODUCTION AND PURPOSE



1.1 Introduction. The Hartford Investment and Savings Plan (the “Plan”) was
established effective December 19, 1995 to cover Eligible Employees of The Hartford and Hartford
Fire. The Hartford was spun-off from ITT Corporation effective December 19, 1995. The Plan was
amended and restated effective January 1, 1997. Effective as of the IPO Date, Hartford Life became
a publicly held company, was designated as a Participating Corporation for purposes of the Plan and
securities of Hartford Life were made available for investment under the Plan. Effective as of the
Merger Date, Hartford Life ceased to be a publicly held company due to its merger with a subsidiary
of The Hartford, and its securities ceased to be available for investment under the Plan. Effective
April 1, 2002, the Omni Insurance Group 401(k) Retirement Plan was merged into the Plan. Effective
July 1, 2003, the Access Coverage Corporation 401(k) Plan was merged into the Plan.



This Plan shall maintain account balances transferred from the ITT Investment and Savings Plan for
Salaried Employees (the “Pre-Distribution ITT Plan”) which had been maintained by Pre-Distribution
ITT through December 18, 1995 for members who became Eligible Employees of Hartford Fire on the
Distribution Date and for certain deferred members whose last services for Pre-Distribution ITT
were performed for an insurance business of Pre-Distribution ITT. Certain of these members, prior
to May 9, 1989, were members in the Investment and Savings Plan for Salaried Employees of Hartford
Fire Insurance Company (the “Hartford Plan”). The Hartford Plan was merged into the
Pre-Distribution ITT Plan effective on May 9, 1989.



Effective November 29, 2001, a portion of this Plan was converted into an employee stock ownership
plan (“ESOP”) within the meaning of Code Section 4975(e)(7). The ESOP is designed to invest
primarily in The Hartford Stock.



Participation in the Plan is available, as set forth herein, to Eligible Employees of The
Hartford and Hartford Fire, Hartford Life, and of such other companies affiliated therewith as may
become participating companies under the Plan. A quarterly statement is sent to each member of the
Plan reflecting the status of his or her Accounts under the Plan as of the end of each calendar
quarter.



The Plan is a defined contribution plan under ERISA, and as such is subject to the provisions of
Titles I, II and III, but not Title IV, thereof. Titles I, II and III include requirements for
covered plans governing reporting, disclosure, participation, vesting, fiduciary responsibility and
enforcement. Title IV provides


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for plan termination insurance by the Federal government’s Pension Benefit Guaranty Corporation.
This insurance does not apply to defined contribution plans such as the Plan.



State Street Bank, Westwood, Massachusetts, is the Trustee with respect to the Plan.



1.2 Purpose. The purpose of the Plan is to (A) supplement retirement income by
encouraging Eligible Employees to save on a regular and long-term basis; (B) provide Eligible
Employees with ownership of The Hartford securities; (C) provide additional financial resources for
emergencies and financial hardships; and (D) offer Eligible Employees additional incentives to
continue their careers with The Hartford.



1.3 Prospectus. The Plan (as amended) is included as part of the Prospectus.



1.4 Tax Qualification. For purposes of qualification under Section 401(a) of the Internal
Revenue Code, the Plan includes a savings plan portion and a stock bonus portion. Prior to
November 29, 2001, the stock bonus portion consisted of assets related to the leveraged employee
stock ownership plan in effect from 1989 through the Distribution Date under the Pre-Distribution
ITT Plan, and Floor Company Contributions made by The Hartford. Effective November 29, 2001, the
stock bonus portion of the Plan (referred to in this Plan as the “ESOP”) consists of the assets
invested in The Hartford Stock in The Hartford Financial Services Group, Inc. Stock Fund.



1.5 Eligible Employees Serving in the U.S. Armed Services. If an Eligible Employee serves
in the Armed Services of the United States, notwithstanding any provision of the Plan to the
contrary, Plan contribution, benefits and Service credit with respect to qualified military service
will be provided in accordance with Code Section 414(u).




ARTICLE TWO

DEFINITIONS



“Accounts” means, with respect to any Member or Deferred Member, his or her Basic Investment
Account, Supplemental Investment Account, Catch-Up Contributions Account, Company Contribution
Account, Rollover Account and ESOP Account.



“Actual Contribution Percentage” means, effective January 1, 2006, the average of the ratios,
calculated separately for each applicable Employee, of (A) the sum of the After-Tax Savings and
Matching Company Contributions made for the current Plan Year to (B) the Employee’s Compensation
for that Plan Year. Effective November 29, 2001 through December 31, 2005, “Actual Contribution
Percentage” means the average of the ratios, calculated separately for each applicable Employee, of
(A) the sum of the After-Tax Savings other than ESOP Contributions and the Matching Company
Contributions other than ESOP Contributions, made for a Plan Year to (B) the Employee’s
Compensation for the Plan Year or portion of the Plan Year that the Plan includes the ESOP. Each
such Actual Contribution Percentage shall be computed to the nearest one-hundredth of one percent
of the Employee’s Compensation. Notwithstanding the above, the Plan Administrator may elect, on
and after


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January 1, 2006, to permissively disaggregate the ESOP and non-ESOP portions of the Plan for
purposes of determining Actual Contribution Percentages.



“Actual Deferral Percentage” means, effective January 1, 2006, the average of the ratios,
calculated separately for each applicable Employee, of (A) the amount of Before-Tax Savings made on
the Employee’s behalf for the current Plan Year to (B) the Employee’s Compensation for that Plan
Year. Effective November 29, 2001 through December 31, 2005, “Actual Deferral Percentage” means
the average of the ratios, calculated separately for each applicable Employee, of (A) the amounts
of Before-Tax Savings other than ESOP Contributions made on the Employee’s behalf for a Plan Year
to (B) the Employee’s Compensation for the Plan Year or portion of the Plan Year that the Plan
includes the ESOP. Each such Actual Deferral Percentage shall be computed to the nearest
one-hundredth of one percent of the Employee’s Compensation. Notwithstanding the above, the Plan
Administrator may elect, on and after January 1, 2006, to permissively disaggregate the ESOP and
non-ESOP portions of the Plan for purposes of determining Actual Deferral Percentages.



“After-Tax Savings” means savings made by a Member under Section 4.2, and includes both Basic
After-Tax Savings and Supplemental After-Tax Savings.



“Basic After-Tax Investment Account” means that portion of the Trust Fund which, with respect to
any Member or Deferred Member, is attributable to Basic After-Tax Savings and any investment
earnings and gains or losses thereon.



“Basic After-Tax Savings” means the contributions made by a Member which are credited to his or her
Basic After-Tax Investment Account in accordance with Section 4.2(B)(i).



“Basic Before-Tax Investment Account” means that portion of the Trust Fund which, with respect to
any Member or Deferred Member, is attributable to Basic Before-Tax Savings and any investment
earnings and gains or losses thereon.



“Basic Before-Tax Savings” means the contributions made on a Member’s behalf which are credited to
his or her Basic Before-Tax Investment Account in accordance with Section 4.1(B)(i).



“Basic Investment Account” means that portion of the Trust Fund which, with respect to any Member
or Deferred Member, includes his or her Basic Before-Tax Investment Account and his or her Basic
After-Tax Investment Account.



“Basic Savings” means the Basic After-Tax Savings contributed by a Member and the Basic Before-Tax
Savings contributed on a Member’s behalf.



“Before-Tax Savings” means savings made by a Member under Section 4.1 (other than Catch-Up Savings
made on and after January 1, 2006), and includes both Basic Before-Tax Savings and Supplemental
Before-Tax Savings (including Catch-Up Savings made prior to January 1, 2006).



“Beneficiary” means such beneficiary or beneficiaries as may be designated from time to time by the
Member or Deferred Member, on a form provided by the Plan Administrator for such purpose, to


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receive,
in the event of the Member’s or Deferred Member’s death, the value of his or her Accounts at the
time of death. Except as hereinafter provided, in the case of a Member or Deferred Member who is
married, the Beneficiary shall be the Member’s or Deferred Member’s spouse, unless such spouse
consents, in writing, on a form witnessed by a notary public to the designation of another person
as Beneficiary. A Deferred Member who is an alternate payee designated as such pursuant to a
qualified domestic relations order may not, however, name a spouse as a Beneficiary. In the case of
a Member or Deferred Member who incurs a divorce under applicable State law prior to commencing
benefits under the Plan, such Member’s or Deferred Member’s designation of Beneficiary shall remain
valid unless otherwise provided in a qualified domestic relations order (as described in Article
Twelve of the Plan) or unless such Member or Deferred Member changes his or her Beneficiary or is
subsequently remarried.



“Board of Directors” means the Board of Directors of Hartford Fire Insurance Company or of any
successor, by merger, purchase or otherwise.



“Break in Service” shall mean the 12 consecutive month period commencing on the Severance from
Service date during which an Employee does not have any Hours Worked. Severance from Service shall
mean the earlier of (a) the date on which an Eligible Employee quits, retires, is discharged or
dies; or (b) the first anniversary of the first date of a period in which he or she remains absent
from Service (with or without pay) for any reason other than quit, retirement, discharge or death,
such as vacation, holiday, sickness, disability, leave of absence or layoff. If Service is
interrupted for maternity or paternity reasons addressed in the definition of Service, then the
date of Severance from Service shall be the earlier of (a) the date he or she quits, is discharged,
retires or dies, or (b) the second anniversary of the date on which he or she is first absent from
Service, as provided in such Service definition.



“Catch-Up Contributions Account” means that portion of the Trust Fund which, with respect to any
Member or Deferred Member, is attributable to Catch-Up Savings made on and after January 1, 2006,
and any investment earnings and gains or losses thereon.



“Catch-Up Savings” means contributions made on a Member’s behalf which are credited to his or her
Supplemental Before-Tax Investment Account for periods prior to January 1, 2006, and which are
credited to his or her Catch-Up Contributions Account for periods on and after January 1, 2006, in
accordance with Section 4.1(C).



“Code” means the Internal Revenue Code of 1986, as amended from time to time. References to any
section of the Code shall include any successor provision thereto.



“Company” means The Hartford and Hartford Fire, as constituted on the Distribution Date, or any
successor, by merger, purchase or otherwise with respect to their Eligible Employees, any
Participating Division with respect to its Eligible Employees and any Participating Corporation
(including Planco Financial Services, LLC) with respect to its Eligible Employees.



“Company Contributions” means Matching Company Contributions and Floor Company Contributions made
under Article Five, and Matching Company Contributions made before 1990 under the Pre-Distribution
ITT Plan. Prior to January 1, 2006, no Company Contributions shall be made with respect to
Employees of Planco Financial Services, Inc.




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“Company Contribution Account” means that portion of the Trust Fund which, with respect to any
Member or Deferred Member, is attributable to (A) Matching Company Contributions made under Article
Five, (B) Floor Company Contributions made under Article Five, (C) Matching Company Contributions
made for periods before 1990 under the Pre-Distribution ITT Plan, (D) any contributions and
investment earnings thereon made on his or her behalf and transferred to the Trust Fund pursuant to
a Prior Plan Transfer, and (E) any investment earnings and gains or losses on any of the
aforementioned amounts.



“Compensation” means total wages and other compensation paid to or for the Member as reported on
the Member’s Form W-2, Wage and Tax Statement, plus elective contributions under Code Sections
401(k), 414(v), 132(f)(4) and 125, provided that for purposes of Section 6.3, Compensation means
Compensation as defined in Code Section 415(c)(3), including elective contributions under Code
Sections 401(k), 414(v), 132(f)(4) and 125.



In addition to other applicable limitations set forth in the Plan, and notwithstanding any other
provision of the Plan to the contrary, the annual compensation of each Member taken into account
under the Plan shall not exceed the OBRA ‘93 annual compensation limit, such compensation to be
measured for each individual from the beginning of each calendar year, regardless of whether such
individual has become a Member pursuant to Article Three or elects to contribute Savings under
Article Four. The OBRA ‘93 annual compensation limit is $200,000 beginning January 1, 2003, as
adjusted by the Secretary of the Treasury to reflect cost-of-living adjustments in accordance with
Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies to
any period, not exceeding 12 months, over which compensation is determined beginning in such
calendar year.



Any reference in this Plan to the limitation under Code Section 401(a)(17) means the OBRA ‘93
annual compensation limit set forth in this provision.



“Deferred Member” means (A) a Member who has terminated employment with the Company and whose
Vested Share will be deferred in accordance with Article Eleven, (B) the spouse Beneficiary or
Non-Spouse Beneficiary of a deceased Member or Deferred Member, or (C) an alternate payee
designated as such pursuant to a domestic relations order as qualified by the Plan.



“Disability” means, with respect to a Member, the total disability of such Member that results in
the Member qualifying for benefits under the Hartford Fire Insurance Company Long Term Disability
Plan for salaried Employees or a similar disability plan sponsored by the Company. If a Member
qualifies for benefits under such plan, then he or she shall be deemed to be totally disabled as
determined by the insurance company that administers such plan. If a Member does not qualify for
benefits under such plans, then he or she shall be deemed to be totally disabled if his or her
disability meets the definition of total disability set forth in such a plan, as determined by the
applicable Plan Committee. For purposes of this Plan, the effective date of disability shall be the
later of the date of disability as defined in the applicable disability plan or the date on which
the applicable insurance company issues its determination of total disability. If a Member is
deemed to be totally disabled as provided herein, he or she shall also be deemed to have incurred a
Termination of Employment with the Company and its affiliated corporations as of such date.




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“Distribution Date” means December 19, 1995.



“Effective Date” means the Distribution Date with respect to those Participating Corporations and
Participating Divisions that began their participation in the Plan on such date; “Effective Date”
with respect to any other Participating Corporation or Participating Division shall mean the date
as of which such Participating Corporation or Participating Division begins its participation in
the Plan. The Pre-Distribution ITT Plan was originally effective as of April 1, 1974. Hartford
Life was designated as a Participating Corporation effective as of the IPO Date.



“Eligible Employee” means an Employee employed by the Company; provided, however, that except as
the Board of Directors or the Pension Administration Committee, pursuant to authority delegated by
the Board of Directors, may otherwise provide on a basis uniformly applicable to all persons
similarly situated, “Eligible Employee” shall not include any “Ineligible Person,” which means all
of the following:





(A) a person who is covered for current service under a retirement plan of the
Company or any of its affiliated Companies other than the Hartford Fire Insurance
Company Retirement Plan for U.S. Employees, or any other Plan specified by the Board
of Directors from time to time, or




(B) a person whose terms and conditions of employment are determined by a collective
bargaining agreement with the Company which does not make this Plan applicable to him
or her, or




(C) a person who is eligible for participation in any of the following plans being
maintained by certain Canadian affiliates of the Company: the Hartford Fire
Insurance Company Retirement Savings Plan, the Hartford Fire Insurance Company
Deferred Profit Sharing Plan, and the Hartford Fire Insurance Company Employee Profit
Sharing Plan or any successor to the foregoing plans, or




(D) prior to January 1, 2006, a person who is an employee of Planco Financial
Services, Inc., other than a regular hourly or salaried full-time or part-time
commissioned wholesaler or a regular hourly or salaried full-time or part-time
administrative assistant to such a wholesaler, or




(E) a person who is a leased employee (within the meaning of Code Section 414(n)(2))
of the Company or is otherwise employed through a temporary help firm, technical help
firm, staffing firm, employee leasing firm, or professional employer organization,
regardless of whether such person is an Employee of the Company, or




(F) A person who performs services for the Company as an independent contractor or
under any other non-employee classification, or who is classified by the Company as,
or determined by the Company to be, an independent contractor, regardless of whether
such person is characterized or ultimately determined by the Internal Revenue Service
or any



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other Federal, State or local government authority or regulatory body to be an
employee of the Company or its affiliates for income or wage tax purposes or for any
other purpose.


Notwithstanding any provision in the Plan to the contrary, if any person is an Ineligible Person,
or otherwise does not qualify as an Eligible Employee, or otherwise is ineligible to participate in
the Plan, and such individual is later required by a court or governmental authority or regulatory
body to be classified as a person who is eligible to participate in the Plan, such person shall not
be eligible to participate in the Plan, notwithstanding such classification, unless and until
designated as an Eligible Employee by the Plan Administrator, and if so designated, the
participation of such person in the Plan shall be prospective only.



Further, in addition to the foregoing, to the extent that any particular individual is excluded
from participation in the Plan for one of the reasons set forth above or any other reason, and such
individual is later required by a court or governmental authority or regulatory body to be allowed
to participate in the plan for past or future periods because such exclusion is found to be
improper, such person shall, to the extent such person would have met the applicable Internal
Revenue Code definition of “highly compensated employee,” “highly compensated individual,” or
“part-time employee” for any part of such periods, be deemed to have been excluded from the Plan
for such periods (including past, present and future periods), and shall continue to be excluded
from the Plan for such periods (including past, present and future periods), for the independent
reason that such person qualified and/or qualifies as a “highly compensated employee,” a “highly
compensated individual,” or a “part-time employee,” as applicable, who properly may be excluded
from participation in the Plan.



“Employee” shall mean any person regularly employed by the Company but shall not include any person
who performs services for the Company as an independent contractor or under any other non-employee
classification, or who is classified by the Company as, or determined by the Company to be, an
independent contractor.



“Enrollment Date” means the first day of any payroll period that begins on or after the date an
Eligible Employee satisfies the membership requirements set forth in Article Three.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.



“ESOP” means the portion of the Plan that consists of assets invested in The Hartford Stock in The
Hartford Financial Services Group, Inc. Stock Fund at any time on and after November 29, 2001.



“ESOP Account” means that portion of the Trust Fund which, with respect to any Member or Deferred
Member, is attributable to allocations made under the employee stock ownership plan portion of the
Pre-Distribution ITT Plan.



“ESOP Actual Contribution Percentage” means, for Plan Years prior to 2006, the average of the
ratios, calculated separately for each applicable Employee, of (A) the sum of the After-Tax Savings
that are ESOP Contributions and the Matching Company Contributions that are ESOP Contributions,
made for a Plan Year to (B) the Employee’s Compensation for the Plan Year or portion of the Plan
Year that the Plan includes the ESOP. Each such ESOP Actual Contribution Percentage shall be
computed to the


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nearest one-hundredth of one percent of the Employee’s Compensation. Effective December 31, 2001,
this test is performed using the current year testing method.



“ESOP Actual Deferral Percentage” means, for Plan Years prior to 2006, the average of the ratios,
calculated separately for each applicable Employee, of (A) the amounts of Before-Tax Savings that
are ESOP Contributions made on the Employee’s behalf for a Plan Year to (B) the Employee’s
Compensation for the Plan Year or portion of the Plan Year that the Plan includes the ESOP. Each
such ESOP Actual Deferral Percentage shall be computed to the nearest one-hundredth of one percent
of the Employee’s Compensation. Effective December 31, 2001, this test is performed using the
current year testing method.



“ESOP Contribution” means a contribution or contributions to the Plan made on or after November 29,
2001, with respect to the Member’s Before-Tax Savings, After-Tax Savings or Catch-Up Savings, or
Company Contributions made as Matching Company Contributions or Floor Company Contributions, that
are made in The Hartford Stock or made in cash and immediately invested in The Hartford Stock in
The Hartford Financial Services Group, Inc. Stock Fund.



“Floor Company Contribution” means a contribution made on or after the Distribution Date pursuant
to Section 5.2. Prior to January 1, 2006, no Floor Company Contributions shall be made with
respect to Employees of Planco Financial Services, Inc.



“Hardship Committee” means the Hardship Committee established hereunder for the purposes set forth
in Article Sixteen.



“Hartford Fire” means Hartford Fire Insurance Company or a successor by merger, purchase or
otherwise with respect to its Employees. Hartford Fire is the sponsor of the Plan.



“Hartford Fire Plan” means the Investment and Savings Plan of Hartford Fire Insurance Company as in
effect on May 8, 1989.



“Hartford Life” means Hartford Life, Inc. (a Delaware corporation), as constituted on the IPO Date,
and Hartford Life and Accident Insurance Company, or a successor of either of the foregoing by
merger, purchase or otherwise with respect to their Employees, both of which are affiliated with
The Hartford, and with Hartford Fire, the sponsor of this Plan.



“Highly Compensated Member” shall mean, with respect to any Plan Year, any Member who (A) in the
Plan Year or the immediately preceding Plan Year was a five percent owner, or (B) in the
immediately preceding Plan Year earned annual Compensation from the Company or an affiliated
company which exceeds a dollar amount that is indexed annually and is determined pursuant to Code
Section 414(q)(1)(B), which amount shall be adjusted at the same time and in the same manner as the
dollar limit on benefits under a defined benefit plan is adjusted pursuant to Code Section 415(d).



“Hours Worked” means hours for which an Employee is compensated whether or not he or she has
worked, such as paid holidays, paid vacation, paid sick leave and paid time off, and back pay for
the period for which it was awarded, and each such hour shall be computed as only one hour, even
though


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he or she is compensated at more than the straight time rate. With respect to any period for which an
Employee is compensated but has not worked, hours counted shall be included on the basis of the
Employee’s normal work-day or work-week. This definition of Hours Worked shall be applied in
compliance with 29 Code of Federal Regulations Section 2530.200b-2(b) and (c), as promulgated by
the United States Department of Labor, in a consistent and nondiscriminatory manner.



“Investment and Savings Plan Investment Committee” means the Committee established hereunder for
the purposes of managing the investment of Plan assets as set forth in Article Fifteen.



“Investment Funds” means the funds approved by the Investment and Savings Plan Investment Committee
from time to time, in which contributions permitted by the Plan may be invested.



“IPO” means the initial public offerings of Hartford Life Stock.



“IPO Date” means May 22, 1997, the date of consummation of the IPO.



“IRS” means the Federal Internal Revenue Service.



“Limitation Year” means the calendar year.



“Loan Valuation Date” means the business day on which a Member’s properly completed application for
a loan under the Plan is made in the form or manner required by the Plan Administrator.



“Matching Company Contribution” means a contribution made pursuant to Section 5.1. Prior to
January 1, 2006, no Matching Company Contributions shall be made with respect to Employees of
Planco Financial Services, Inc.



“Member” shall mean any person who has become a Member as provided in Article Three.



“Merger Date” means June 27, 2000, the date of consummation of the merger between Hartford Life and
a wholly owned subsidiary of The Hartford, pursuant to which Hartford Life became a wholly owned
subsidiary of The Hartford.



“Non-Spouse Beneficiary” means a Beneficiary who is not the spouse of the Member or Deferred
Member.



“Participating Corporation” means any affiliate of Hartford Fire which, by action of the Board of
Directors (or by an officer of Hartford Fire under authority delegated by the Board of Directors)
has been designated as a Participating Corporation in the Plan as to all of its Employees, or as to
the Employees of one or more of its operating or other units, and whose Board of Directors has
adopted this Plan.



“Participating Division” means any division or unit of Hartford Fire or an affiliate of Hartford
Fire which, by action of the Board of Directors (or by an officer of Hartford Fire under authority
delegated by the Board of Directors) has been designated as a Participating Division or Unit in
this Plan as to all of its Employees, or as to the employees of one or more of its operating
subdivisions or other sub-units, and in


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the case of a division or unit of an affiliate of Hartford Fire, the Board of Directors of such
affiliate has adopted this Plan on behalf of such division or unit.



“Pension Administration Committee” means the Committee established hereunder for the purposes of
administering the Plan as provided in Article Fourteen.



“Plan” means The Hartford Investment and Savings Plan, as set forth herein or as amended from time
to time.



“Plan Administrator” means the administrator for the Plan as provided in Article Fourteen at its
offices at Hartford Plaza, Hartford, CT 06115.



“Plan Year” means the calendar year.



“Pre-Distribution ITT” means ITT Corporation (a Delaware corporation), as constituted on the day
before the Distribution Date.



“Pre-Distribution ITT Plan” means the ITT Investment and Savings Plan For Salaried Employees, as in
effect on the day before the Distribution Date.



“Principal Employment Date” means the first day of the first payroll period following the date a
person becomes principally employed by the Company.



“Prior Plan Transfer” means that portion of a Company Contribution Account or Supplemental
Investment Account that is attributable to amounts transferred from the trust of a qualified profit
sharing or other defined contribution plan previously in effect at a Participating Corporation or
Participating Division to the extent permitted by Article Four.



“QDRO” means an order determined to be a qualified domestic relations order under Article Twelve.



“Retirement” means:





	 	(A)	 	Certain Members Hired Before 2001. Solely with respect
to a Member with an original hire date with the Company before January 1, 2001
who: (i) is covered in whole or in part under the final average pay formula of
the Retirement Plan, or (ii) is not eligible for coverage under the Retirement
Plan, “Retirement” shall mean satisfaction of the requirements for early or
normal retirement under the final average pay formula of the Retirement Plan
(assuming such Member were covered under the final average pay formula of the
Retirement Plan), provided such event results in such Member’s separation from
the employment of the Company; or
	 
	 	(B)	 	Certain Members Hired During 2001. Solely with respect
to a Member with an original hire date with the Company on or after January 1,
2001 but before January 1, 2002 who: (i) is covered under the cash balance
formula of the Retirement Plan, or (ii) is not eligible for coverage under the
Retirement Plan, “Retirement” shall mean




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	 	 	 	satisfaction of the requirements for early or normal retirement under the final
average pay formula of the Retirement Plan (assuming such Member were covered
under the final average pay formula of the Retirement Plan), provided such event
results in such Member’s separation from the employment of the Company; or






	 	(C)	 	Certain Members Hired During 2002 or Later. Solely with
respect to a Member with an original hire date with the Company on or after
January 1, 2002 who: (i) is covered under the cash balance formula of the
Retirement Plan, or (ii) is not eligible for coverage under the Retirement Plan,
“Retirement” shall mean, solely for purposes of this Plan, separation from the
employment of the Company on or after reaching age 65.




“Retirement Plan” means The Hartford Retirement Plan for U.S. Employees, as it may be amended from
time to time.



“Rollover Account” means the portion of the Trust Fund which, with respect to a Member or Deferred
Member, is attributable to Rollover Contributions and any investment earnings and gains or losses
thereon.



“Rollovers” means the rollover contributions permitted by Article Four.



“Salary” means an Eligible Employee’s compensation from the Company at his or her base rate,
including any payments made on account of such Eligible Employee’s short-term disability under The
Hartford Income Protection Plan, excluding any compensation deferred under a deferred compensation
plan, and determined before any election by the Member pursuant to Section 4.1(A) or (C) hereof and
before any election by the Member under Code Sections 125 and 132(f)(4), excluding any overtime,
bonus, foreign service allowance or any other form of compensation, except to the extent otherwise
deemed “Salary” for purposes of the Plan under such nondiscriminatory rules as may be adopted by
the Pension Administration Committee with respect to all Members or any particular Participating
Company or Participating Division. Sales incentive payments and lump sum merit increases shall be
included in Salary for purposes of the Plan to the extent they are designated as being so included
by the Plan Administrator. Effective from January 1, 2005, Salary shall include rehabilitation pay
from the Company paid to a recipient of long term disability benefits.



In addition to other applicable limitations set forth in the Plan, and notwithstanding any other
provision of the Plan to the contrary, the annual salary of each Member taken into account under
the Plan shall not exceed the OBRA ‘93 annual compensation limit, such compensation to be measured
for each individual from the beginning of each calendar year, regardless of whether such individual
has become a Member pursuant to Article Three or elects to contribute Savings under Article Four.
The OBRA ‘93 annual compensation limit is $200,000 beginning January 1, 2003, as adjusted by the
Secretary of the Treasury to reflect cost-of-living adjustments in accordance with Code Section
401(a)(17)(B) ($220,000 effective as of January 1, 2006). The cost-of-living adjustment in effect
for a calendar year applies to any period, not exceeding 12 months, over which salary is determined
beginning in such calendar year. Any reference in this Plan to the limitation under Code Section
401(a)(17) shall mean the OBRA ‘93 annual compensation limit set forth in this provision.




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“Savings” means Before-Tax Savings, After-Tax Savings and Catch-Up Savings permitted under Article
Four.



“Service” means the period of elapsed time beginning on the date a person becomes an Eligible
Employee of the Company or any subsidiary, affiliate or predecessor of the Company, and ending on
his or her most recent severance date, which shall be the earlier of (A) the date he or she quits,
is discharged, retires or dies or (B) the first anniversary of the date on which he or she is first
absent from service, with or without pay, for any reason such as vacation, sickness, disability,
layoff or leave of absence. If Service is interrupted for maternity or paternity reasons, meaning
an interruption of Service by reason of (i) the pregnancy of the Eligible Employee, (ii) the birth
of a child of the Eligible Employee or (iii) the placement of a child with the Eligible Employee by
reason of adoption, or for purposes of caring for a newborn child of the Eligible Employee
immediately following the birth or adoption of the newborn, then the date of severance from Service
shall be the earlier of (a) the date he or she quits, is discharged, retires or dies, or (b) the
second anniversary of the date on which he or she is first absent from service. If an Eligible
Employee terminates and is later reemployed within 12 months of (I) his or her date of termination
or (II), with respect to an individual who does not complete an Hour Worked as an Eligible Employee
on or after January 1, 2006, the first day of an absence from service immediately preceding his or
her date of termination, if earlier, the period between his or her severance date and his or her
date of reemployment shall be included in his or her Service. With respect to Service for purposes
of the vesting schedule in Section 5.3, if an Eligible Employee terminates and is later reemployed
after 12 or more months have elapsed since his or her severance date, the period of service prior
to his or her severance date shall be included in his or her Service.



Under the circumstances hereinafter stated and upon such conditions as the Pension Administration
Committee shall determine on a basis uniformly applicable to all Employees similarly situated, the
period of Service of an Eligible Employee shall be deemed not to be interrupted by an absence of
the type hereinafter stated and the period of such absence shall be included in determining the
length of an Eligible Employee’s Service if a leave of absence has been authorized by the Company
or any affiliate of the Company (for the period of such authorized leave of absence only), or if an
Eligible Employee enters service in the armed forces of the United States and his or her right to
reemployment is protected by the Selective Service Act or any similar law then in effect, and the
Eligible Employee returns to regular employment within the period during which the right to
reemployment is protected by any such law.



As provided in Section 3.4, periods of employment with Pre-Distribution ITT prior to the
Distribution Date shall be treated as periods of employment with The Hartford and Hartford Fire.



Periods of employment by an Eligible Employee with The Prudential Insurance Company of America (the
“Prudential”) in its AARP Operations Division prior to June 1, 1997 shall be treated as periods of
employment with the Company so long as such Eligible Employee becomes employed by the Company
during June, 1997 in accordance with and under the terms of the AARP GHIP Management Agreement
dated February 26, 1997 immediately following employment with the Prudential. Periods of
employment by any Employee with United HealthCare Insurance Company during the period June 1, 1997
through December 31, 1997 shall be treated as periods of employment with the Company so long as
such Eligible Employee becomes employed by the Company during 1997 in accordance with and


- 12 -









 






under the
terms of the AARP GHIP Management Agreement dated February 26, 1997 immediately following employment with United
HealthCare Insurance Company, if such employment with United HealthCare Insurance Company
immediately followed employment with the Prudential in its AARP Operations Division.



Periods of employment by an Eligible Employee with Omni Insurance Company (“Omni”) prior to January
1, 2002 shall be treated as periods of employment with the Company so long as such Eligible
Employee remained employed by Omni on December 31, 2001 and became employed by the Company on
January 1, 2002.



Periods of employment by an Eligible Employee with Fortis, Inc. and applicable subsidiaries
(collectively, “Fortis”) prior to April 1, 2001 shall be treated as periods of employment with the
Company so long as such Eligible Employee remained employed by Fortis on March 30, 2001 and became
employed by the Company on April 1, 2001.



Periods of employment by an Eligible Employee with Access Coverage Corporation (“Access”) prior to
November 5, 2001 shall be treated as periods of employment with the Company so long as such
Eligible Employee remained employed by Access on November 4, 2001 and became employed by the
Company on November 5, 2001.



Service prior to January 1, 2004 with Planco Financial Services, Inc. or Planco, Incorporated as a
commissioned wholesaler or administrative assistant to such a wholesaler shall be treated as
Service for an individual who became an Eligible Employee of Planco Financial Services, Inc. on
January 1, 2004.



For an individual who completes an Hour Worked as an Eligible Employee on or after January 1, 2006,
service as a leased employee, within the meaning of Code Section 414(n)(2), shall be taken into
account solely to the extent provided by Code Section 414(n).



“Supplemental After-Tax Investment Account” means the portion of the Trust Fund that is
attributable to Supplemental After-Tax Savings and any investment earnings and gains or losses
thereon.



“Supplemental After-Tax Savings” means contributions credited to the Supplemental After-Tax
Investment Account under Section 4.2(B)(ii) or pursuant to a Prior Plan Transfer.



“Supplemental Before-Tax Investment Account” means the portion of the Trust Fund attributable to
Supplemental Before-Tax Savings and any investment earnings and gains or losses thereon.



“Supplemental Before-Tax Savings” means contributions credited to the Supplemental Before-Tax
Investment Account under Section 4.1(B)(ii), under Section 4.1(C) with respect to periods prior to
January 1, 2006, or pursuant to a Prior Plan Transfer.



“Supplemental Investment Account” means the portion of the Trust Fund that includes the
Supplemental Before-Tax Investment Account and the Supplemental After-Tax Investment Account.




- 13 -









 







“Supplemental Savings” means Supplemental Before-Tax Savings and Supplemental After-Tax Savings
contributed under Article Four, as well as Supplemental Before-Tax and After-Tax Savings made
pursuant to a Prior Plan Transfer.



“Termination of Employment” means a voluntary or involuntary separation from employment with the
Company for any reason, including, but not limited to, Retirement, death, Disability, resignation
or dismissal by the Company, but shall not include a transfer in employment between the Company and
any other Participating Corporation. With respect to any leave of absence and any period of
service in the armed forces of the United States, the rules contained in the definition of Service
contained in the Plan shall apply.



“The Hartford” means The Hartford Financial Services Group, Inc. (a Delaware corporation), which is
affiliated with Hartford Fire (the sponsor of the Plan).



“The Hartford Stock” means common stock of The Hartford Financial Services Group Inc., par value
$.01 per share.



“Trust Fund” means the aggregate funds held by the Trustee under the trust agreement or agreements
established for the purposes of this Plan or the aggregate funds held under an insurance contract
or contracts established with The Hartford or its affiliates, consisting of the funds described in
Article Eight.



“Trustee” means the Trustee at any time acting as such under the trust agreement established for
the purposes of the Plan.



“Valuation Date” means the day the Trust Fund is valued for a particular purpose in accordance with
Article Eight.



“Vested Company Contribution Account” means the portion of a Company Contribution Account that is
vested under Article Five.



“Vested Share” means the portion of Accounts that vested under Articles Four and Five.



“Withdrawal Valuation Date” means (A) for non-hardship withdrawals under Section 10.1, the
business day that the Plan Administrator or designee receives the request for such a withdrawal
(which request must be made in the manner and by the date required by the Plan Administrator), or
(B) for hardship withdrawals under Section 10.2, the business day that the Hardship Committee or
designee receives the request for such a withdrawal (which request must be made in the manner and
by the date required by the Plan Administrator).




- 14 -









 








ARTICLE THREE

MEMBERSHIP



3.1. Eligibility for Membership. Effective January 1, 2006, an Eligible Employee who
has attained age 18 shall be immediately eligible to be a Member for purposes of making
contributions to the Plan described in Article III and Article IV of the Plan.



3.2. Becoming a Member by Making an Enrollment Election. An Eligible Employee who is
eligible to become a Member shall become a Member by making an enrollment election before an
Enrollment Date and in the manner and by the time required by the Plan Administrator. By making an
enrollment election, the Eligible Employee: (A) designates the rate of his or her After-Tax
Savings, (B) authorizes the Company to make regular payroll deductions of the amount of his or her
After-Tax Savings, if any, (C) designates the rate of his or her Before-Tax Savings and any
Catch-Up Savings, (D) authorizes the Company to reduce his or her Salary by the amount of his or
her Before-Tax Savings and Catch-Up Savings, if any, (E) makes an investment election as described
in Article Seven, (F) designates a beneficiary for his or her Accounts, and (G) makes a dividend
election as described in Section 7.6, if applicable.



3.3 Failure to Make Proper Enrollment Election. In the case of an Eligible Employee who
is eligible to become a Member but does not make a proper enrollment election, such Eligible
Employee shall automatically become a Member hereunder as of the date such Eligible Employee is
eligible to become a Member (or as soon as practicable thereafter). Such an Eligible Employee
shall be entitled to Floor Company Contributions under the Plan as of such date, and shall be
deemed to have made elections to: (A) designate a zero rate of After-Tax Savings, (B) designate a
zero rate of Before-Tax Savings and Catch-Up Savings, and (C) designate his or her Spouse as
Beneficiary hereunder if such Member is married, and to designate his or her estate as Beneficiary
hereunder if such Member is unmarried. Such an Eligible Employee may elect to change such deemed
elections as permitted by the Plan.



3.4 Pre-Distribution ITT Plan Participants: Continuity of Membership, Service and Incidents
of Participation. Each person who was a “Member” or “Deferred Member” under the
Pre-Distribution ITT Plan on the day before the Distribution Date, and whose Accounts were
transferred to this Plan, shall be a Member or Deferred Member under this Plan as of the
Distribution Date. The Service of such Members or Deferred Members while employed by
Pre-Distribution ITT before the Distribution Date shall be treated as service with Hartford Fire
under this Plan, except as specifically provided to the contrary in this Plan. All incidents of
participation with respect to such Members or Deferred Members under the Pre-Distribution ITT Plan
for periods before the Distribution Date, including any elections or designations in effect on the
day before the Distribution Date, shall be taken into account for purposes of this Plan, except as
specifically provided herein to the contrary.




- 15 -









 









	3.5.	 	Rehired Members.






(A) Rehired Members Who Make Proper Enrollment Elections. Any rehired
Eligible Employee who at the time of Termination of Employment was a Member of this
Plan or of the Pre-Distribution ITT Plan will again become a Member as of the first
available payroll cycle following the date of such Eligible Employee’s rehire (the
“Re-Enrollment Date”), provided that the Eligible Employee makes a proper enrollment
election under this Article Three.




(B) Rehired Members Who Do Not Make Proper Enrollment Elections. In the case
of a rehired Eligible Employee who was a Member at the time of Termination of
Employment, and who does not make a proper enrollment election with respect to the
Re-Enrollment Date, such Eligible Employee shall automatically become a Member as of
the first available payroll cycle following the Re-Enrollment Date (or as soon as
practicable thereafter). Such a Member shall be entitled to Floor Company
Contributions under the Plan as of such date, and shall be deemed to have made
elections to: (i) designate a zero rate of After-Tax Savings, (ii) designate a zero
rate of Before-Tax Savings and Catch-Up Savings, and (iii) designate his or her
Spouse as Beneficiary hereunder if such Member is married, and if not married, to
designate his or her estate as Beneficiary hereunder. Such an Eligible Employee may
change such deemed elections as permitted by the Plan.




	3.6.	 	Transfers between the Company and Associated Companies. Effective January 1, 2004, if
an employee is transferred from employment with an Associated Company to employment with the
Company, for purposes of eligibility to become a Member and receive Matching Company
Contributions and Floor Company Contributions, and for purposes of vesting, his or her service
with the Associated Company shall be taken into consideration as “Service” under this Plan.
For purposes of this Section, “Associated Company” shall mean any division, subsidiary or
affiliated company of the Company not participating in this Plan as a Participating
Corporation or a Participating Division which is (a) a component member of a controlled group
of corporations (as defined in Section 414(b) of the Code) which includes the Company, (b) any
trade or business (whether or not incorporated) which is under common control (as defined in
Section 414(c) of the Code) with the Company, (c) any organization (whether or not
incorporated) which is a member of an affiliated service group (as defined in Section 414(m)
of the Code) which includes the Company or (d) any other entity required to be aggregated with
the Company pursuant to regulations under Code Section 414(o), during the period it is a
division, subsidiary or affiliated company of the Company or during such period as may
otherwise be determined by the Board of Directors or the Pension Administration Committee.
	 
	 	 	If an Eligible Employee is transferred from employment with the Company to employment with an
Associated Company, he will not have a Termination of Employment for purposes of this Plan
until such time as he is employed neither by the Company nor by an Associated Company. During
any such period of employment, such employee will be credited with Service. In no event,
however, will such an employee be deemed eligible for contributions to the Plan during any such
period of employment.




- 16 -









 











ARTICLE FOUR

MEMBER CONTRIBUTIONS





	4.1.	 	Member Before-Tax Savings.






(A) Salary Reduction Election for Before-Tax Savings. A Member may elect,
subject to the IRS limits described in Article Six and any other Plan limits, to have
his or her Salary reduced (by payroll deduction) by 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%,
9%, 10%, 11%, 12%, 13%, 14%, 15%, 16%, 17%, 18%, 19%, 20%, 21%, 22%, 23%, 24%, 25%,
26%, 27%, 28%, 29% or 30%, and to have that amount contributed to the Trust Fund as
Before-Tax Savings. Such election shall be made in the manner and by the date
required by the Plan Administrator, and shall be effective with the next payroll paid
after the election (or as soon as practicable thereafter). A Member’s election shall
continue to apply notwithstanding a change in his or her principal employer from one
Participating Corporation to another Participating Corporation, unless the Member
changes or suspends his or her Salary reduction rate or savings as permitted by the
Plan. The Plan Administrator may establish a separate limit on the percentage of
Salary that a Highly Compensated Member may contribute to the Trust Fund as
Before-Tax Savings.




(B) Types of Before-Tax Savings; Crediting of Before-Tax Savings to
Accounts.




(i) Basic Before-Tax Savings. Before-Tax Savings that do not exceed 6% of a
Member’s Salary for the period during which such contributions are made shall
be known as “Basic Before-Tax Savings,” and shall be credited to the Member’s
Basic Before-Tax Investment Account.




(ii) Supplemental Before-Tax Savings. Before-Tax Savings that exceed the
maximum allowed under the preceding paragraph shall be known as “Supplemental
Before-Tax Savings,” and shall be credited to a Member’s Supplemental
Before-Tax Investment Account. Supplemental Before-Tax Savings may also
include Catch-Up Savings made prior to January 1, 2006 and amounts credited on
a Member’s behalf pursuant to a Prior Plan Transfer.




(C) Catch-Up Savings. All Members who are eligible to make Before-Tax
Savings and who will have attained age 50 before the close of the Plan Year may elect
to make Catch-Up Savings which, when taken together with a Member’s Before-Tax
Savings and After-Tax Savings, equal up to 75% of a Member’s Salary for a pay period.
Such Catch-Up Savings shall be made in accordance with, and subject to the
limitations of, Code Section 414(v). Such Catch-up Savings shall not be taken into
account for purposes of the limitations of Code Sections 402(g) and 415. The Plan
shall not be treated as failing to satisfy the provisions of the Plan implementing
the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(B) or 416, as
applicable, by reason of any Member making such Catch-Up Savings hereunder. Prior to
January 1, 2006, Catch-Up Savings



- 17 -









 







shall be credited to a Member’s Supplemental Before-Tax Investment Account;
on and after January 1, 2006, Catch-Up Savings shall be credited to a Member’s
Catch-Up Contributions Account




(D) Change in Salary Reduction Election for Before-Tax Savings and Catch-Up
Savings. A Member may elect to change the rate of his or her Salary reduction
for Basic or Supplemental Before-Tax Savings or Catch-Up Savings as of any business
day by giving notice to the Company in a manner and by the date required by the Plan
Administrator. The changed rate of Salary reduction shall be effective as of the next
payroll period (or as soon as practicable thereafter). Notwithstanding the above,
Members who are also members in a Hartford Excess Savings Plan may not elect to
change their rate of Salary reduction for Basic or Supplemental Before-Tax Savings
under this Plan after January 1 of the applicable Plan Year (the Salary reduction
rate in effect on January 1 of the Plan Year will continue to apply for that entire
Plan Year, except in the case of a suspension of Savings due to a Safe Harbor
Hardship withdrawal as set forth in Section 4.4(B) below; such an Excess Savings Plan
member may nonetheless elect to change his or her rate of Salary reduction for
Catch-Up Savings during the Plan Year).




(E) Vesting of Before-Tax Savings and Catch-Up Savings. Before-Tax Savings
and Catch-Up Savings credited to a Member’s Accounts shall at all times be fully
vested and nonforfeitable.




	4.2.	 	Member After-Tax Savings.






(A) Salary Reduction Election for After-Tax Savings. A Member may elect,
subject to the IRS limits described in Article Six and any other Plan limits, to have
his or her Salary reduced (by payroll deductions) by 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%,
9%, 10%, 11%, 12%, 13%, 14%, 15%, 16%, 17%, 18%, 19%, 20%, 21%, 22%, 23%, 24%, 25%,
26%, 27%, 28%, 29%, or 30%, and to have that amount contributed to the Trust Fund as
After-Tax Savings, except that a Member may not elect to contribute After-Tax Savings
of more than the difference between 30% of Salary and the amount of Before-Tax
Savings properly elected. Such election shall be made in the manner and by the date
required by the Plan Administrator, and shall be effective with the next payroll paid
after the election (or as soon as practicable thereafter). A Member’s election shall
continue to apply notwithstanding a change in his or her principal employer from one
Participating Corporation to another Participating Corporation, unless the Member
changes or suspends his or her Salary reduction rate or savings as permitted by the
Plan. The Plan Administrator may establish a separate, lower limit on the percentage
of Salary that a Highly Compensated Member may contribute to the Trust Fund as
After-Tax Savings. The Plan Administrator may also provide for Member elections as
to whether After-Tax Savings are to commence automatically when a Member’s Before-Tax
Savings reach the maximum allowed under Code Section 402(g) for a Plan Year.



- 18 -









 






(B) Types of After-Tax Savings; Crediting of After-Tax Savings to Accounts.




(i) Basic After-Tax Savings. After-Tax Savings that do not exceed the
difference between 6% of a Member’s Salary for the period during which such
contributions are made and the amount credited as Basic Before-Tax Savings for
that period shall be known as “Basic After-Tax Savings” and shall be credited
to the Member’s Basic After-Tax Investment Account.




(ii) Supplemental After-Tax Savings. After-Tax Savings that exceed the
maximum allowed under the preceding paragraph shall be known as “Supplemental
After-Tax Savings” and shall be credited to the Member’s Supplemental
After-Tax Investment Account. Supplemental After-Tax Savings may also include
amounts credited on a Member’s behalf pursuant to a Prior Plan Transfer.




(C) Change in Salary Reduction Election for After-Tax Savings. A Member may
elect to change the rate of his or her Salary reduction for After-Tax Savings as of
any business day by giving notice to the Company in the manner and by the date
required by the Plan Administrator. The changed rate of Salary reduction shall be
effective as of the next payroll period (or as soon as practicable thereafter).




(D) Vesting of After-Tax Savings. After-Tax Savings credited to a Member’s
Accounts shall at all times be fully vested and nonforfeitable.




	4.3	 	Member Rollover Contributions.






(A) Contribution of Rollovers. A Member may elect, subject to the IRS
limits described in Article Six and any other Plan limits, to contribute any of the
following amounts to the Trust Fund: (i) a distribution or proceeds from a sale of
distributed property that qualifies as an Eligible Rollover Distribution as defined
in Article Eleven hereof from a trust described in Code Section 401(a) and exempt
from tax under Code Section 501(a), (ii) a distribution from a “conduit” individual
retirement account or annuity, provided the entire amount of the distribution is from
a source described in clause (i) hereof, (iii) a Prior Plan Transfer, which means a
direct rollover or transfer from a prior employer’s plan, provided that (a) the
Member can establish to the satisfaction of the Plan Administrator that such prior
employer’s plan assets meets the qualification requirements under Code Section
401(a), and (b) a trust-to-trust transfer shall not be permitted unless the amount
transferred is free of all defined benefit characteristics and does not make the Plan
a transferee plan under Code Section 401(a)(11)(B)(iii)(III); or (iv) an annuity
contract described in section 403(b) of the Code; or, (v) an eligible plan under
section 457 of the Code which is maintained by a state, political subdivision of a
state, or an agency or instrumentality of a state or political subdivision of a
state. A Member may also roll over to the Trust Fund non-taxable distributions from
traditional individual retirement accounts, attributable to deductible contributions,
and distributions from SIMPLE individual retirement accounts made more than two years
after the date the



- 19 -









 







Member first participated in the SIMPLE individual retirement
account, to the extent permitted by the Code and rules established by the Plan Administrator. Any amount so contributed must be paid
to the Trustee on or before the sixtieth day after the Member receives such amount
(or be transferred directly from a prior plan) and shall be held in the Trust Fund
and credited to a separate Rollover Account on behalf of the Member.




While generally only Members who are currently Eligible Employees may elect to roll
over amounts to the Trust Fund, Members and Deferred Members who are not currently
employed may elect to directly roll over Eligible Rollover Distributions from The
Hartford Retirement Plan for U.S. Employees to a Rollover Account under the Plan.




(B) Vesting in Rollovers. Amounts credited to a Member’s Rollover Account
shall at all times be fully vested and nonforfeitable.




	4.4	 	Suspension and Resumption of Member Savings.






(A) Member Election to Suspend Savings. A Member may elect to suspend or
resume his or her Before-Tax or After-Tax Savings or Catch-Up Savings as of any
business day by giving notice to the Company in the manner and by the time required
by the Plan Administrator. Such suspension or resumption will be effective as of the
next payroll period (or as soon as practicable thereafter).




(B) Suspension due to Withdrawal for Safe Harbor Hardship. A Member who
takes a hardship withdrawal from his or her Supplemental Before-Tax Investment
Account, Basic Before-Tax Investment Account or Catch-Up Contributions Account under
Section 10.2, which is attributable to a Safe Harbor Hardship as defined in that
Section, shall have his or her Savings under the Plan suspended for a period of six
months. Such suspension will be effective as of the later of the next payroll period
after the Valuation Date that applies to the withdrawal (or as soon as practicable
thereafter). During such suspension, Floor Company Contributions will continue to be
made on behalf of the Member, but no Matching Company Contributions shall be made on
his or her behalf. Also, the Member will continue to be considered a Member for
purposes of Article Six. Savings may be resumed by giving notice to the Company in
the manner and by the date required by the Plan Administrator. Such resumption shall
be effective as of the next payroll period following the six month suspension period
(or as soon as practicable thereafter).


4.5 Member Elective Transfers. A Member may make an elective transfer to the Plan,
provided such elective transfer (A) is from a plan qualified under Code Section 401(a), (B) results
from the Company’s acquisition of assets or a subsidiary within the meaning of Code Section
401(k)(10), and (C) meets the requirements of Code Section 414(l) and Treasury Regulation
1.411(d)(4), Q&A 3(b).




- 20 -









 








ARTICLE FIVE

COMPANY CONTRIBUTIONS





	5.1.	 	Matching Company Contributions.






(A) Matching Company Contributions with respect to Basic Savings. Effective
January 1, 2006, subject to the IRS limits described in Article Six and any other
Plan limits, the Company shall, with respect to each Member principally employed by
it who has attained age 18 and completed at least six months of Service as an
Eligible Employee, contribute to the Trust Fund a Matching Company Contribution in an
amount equal to 50% of such Member’s Basic Savings for each payroll period. (No
Matching Company Contributions shall be made with respect to a Member’s Supplemental
Savings or a Member’s Before-Tax Savings that exceed the limits provided in Code
Sections 402(g) and 415 or Section 4.1(A) or 6.1 of the Plan.) Such Matching Company
Contribution shall be credited to such Member’s Company Contribution Account, and
shall be invested as described in Article 8 hereof. No Matching Company
Contributions shall be made with respect to a Member’s Catch-Up Savings.




(B) No Matching Company Contributions Following Certain Withdrawals.
Notwithstanding Section 5.1(A), Matching Company Contributions shall not be made in
respect of a Member’s Basic Savings during a suspension period that follows a
hardship withdrawal under Article Ten.




(C) No Matching Company Contributions for Planco Financial Services, Inc.
Employees Before 2006. Notwithstanding Section 5.1(A), Matching Company
Contributions shall not be made prior to January 1, 2006 with respect to a Member who
is an Employee of Planco Financial Services, Inc.


5.2. Floor Company Contributions. Effective January 1, 2006, subject to the IRS limits
described in Article Six and any other Plan limits, the Company shall, with respect to each
Eligible Employee principally employed by it who has attained age 18 and completed at least six
months of Service as an Eligible Employee, contribute to the Trust Fund a Floor Company
Contribution in an amount equal to one-half of one percent (0.5%) of such Eligible Employee’s
Salary for each payroll period, provided that, for each payroll period commencing on or after
January 1, 2004 with respect to such a Member who is not a Highly Compensated Member, the amount of
such Floor Company Contribution shall be increased to an amount equal to one and one-half percent
(1.5%) of such Member’s Salary for such payroll period. Floor Company Contributions shall be
credited to such Member’s Company Contribution Account, and shall be invested as described in
Article 8 hereof. Notwithstanding the first sentence of this Section 5.2, no Floor Company
Contributions shall be made prior to January 1, 2006 with respect to Eligible Employees who are
Employees of Planco Financial Services, Inc.




- 21 -









 









	5.3	 	Vesting of Amounts in Company Contribution Accounts.






(A) Vesting in Matching Company Contributions.




(i) General Rules. A Member shall be fully vested in, and have a nonforfeitable
right to, the portion of his or her Company Contribution Account that is attributable
to Matching Company Contributions in accordance with the following schedule:



	 	 	 	 	 
	Years of Service	 	Percentage of Company Contribution that is Vested	 
	less than 1 year
	 	 	0	%
	1 but less than 2 years
	 	 	20	%
	2 but less than 3 years
	 	 	40	%
	3 but less than 4 years
	 	 	60	%
	4 but less than 5 years
	 	 	80	%
	5 or more years
	 	 	100	%







(ii) Earlier Vesting in Certain Circumstances. Notwithstanding the foregoing
schedule, a Member shall immediately be fully vested in 100% of his or her Company
Contribution Account upon the earlier of: (a) the Member reaching age 65, (b) the
Member’s Retirement provided the Member has an original hire date with the
Company before January 1, 2002, (c) the Member’s Disability, (d) the Member’s death,
(e) the termination of the Plan, or (f) the complete discontinuance of Company
contributions under the Plan. In addition, a Member shall be immediately fully
vested in all dividends paid on or after November 29, 2001 with respect to any
portion of his or her Company Contribution Account that is invested in The Hartford
Stock.




(B) Vesting in Floor Company Contributions. Each Member and Deferred Member shall
at all times be fully vested in the portion of his or her Company Contribution Account
attributable to Floor Company Contributions.




(C) Vesting in Amounts Attributable to a Prior Plan Transfer. Each Member and
Deferred Member shall at all times be fully vested in the portion of his or her Company
Contribution Account attributable to a Prior Plan Transfer.




(D) Special Rules for Certain ESOP and Company Contribution Account Balances.




(i) Members Who Previously Worked for Pre-Distribution ITT. A Member who performed
services for Pre-Distribution ITT at any time between June 30, 1995 and the
Distribution Date shall be fully vested in the amounts credited to his or her ESOP
Account and Company Contribution Account as of the Distribution Date.




(ii) Forfeitures by Members Who Did Not Previously Work for Pre-Distribution ITT. In
the case of a Member or Deferred Member who did not perform services for
Pre-Distribution ITT between June 30, 1995 and the Distribution Date, any amounts in
his or



- 22 -









 







her ESOP Account and Company Contribution Account that were forfeited under Section
5.5(a) of the Pre-Distribution ITT Plan shall remain forfeited, except to the extent
restored pursuant to this Article Five on account of subsequent employment with the
Company.



5.4 Forfeiture of Certain Unvested Amounts in Company Contribution Accounts.





(A) Forfeiture upon Termination of Employment. In the event of Termination of
Employment of a Member for any reason other than one listed in Section 5.3(A)(ii), the
unvested portion of the Member’s Company Contribution Account shall be forfeited as of the
earlier of the date (i) the Member receives a distribution of the entire vested portion of
his or her Accounts, or (ii) the Member incurs five consecutive Breaks in Service.




(B) Restoration of Unvested Amounts in the Event of Rehire. In the case of a
Member’s Termination of Employment for any reason other than one listed in Section
5.3(A)(ii), the unvested portion of the Member’s Company Contribution Account shall be
restored if the Member again becomes an Eligible Employee of the Company before incurring
five consecutive Breaks in Service. The unvested amount shall be restored to the Member’s
Account at its current value assuming such amount, from the time of termination to the date
of restoration, was subject to the same overall investment experience as the Member’s
Matching Company Contributions while he or she was a Deferred Member. Any restoration of
unvested amounts under this paragraph shall be made as of the Valuation Date following the
date the Plan Administrator receives notice of the reemployment. The extent to which the
Member vests in amounts restored under this Section shall be determined in accordance with
the vesting schedule in this Article Five.




(C) Use of Forfeited Amounts to Reduce Future Company Contributions. As soon as
practicable after a Member receives a distribution of the entire vested portion of his or
her Accounts or incurs five consecutive Breaks in Service, the unvested portion of the
Member’s Company Contribution Account shall be forfeited and applied to reduce future
Company contributions under the Plan.




(D) Crediting of Forfeited Amounts to Accounts in Certain Circumstances. In the event of
the termination of the Plan or complete discontinuance of Company contributions hereunder, any
forfeitures not previously applied in accordance with the preceding paragraph shall be
credited proportionately to the Accounts of all Members and Deferred Members as described in
Article Seventeen.



5.5 Additional Company Contributions if Plan is Top-Heavy.





(A) Additional Contribution. For any Plan Year with respect to which the Plan is
Top-Heavy (as defined in the next paragraph), an additional Company contribution shall be
allocated on behalf of each Member (or each Eligible Employee eligible to become a Member)
who is not a “key employee,” and who has not separated from service as of the last day of
the Plan Year, to the extent that the amounts allocated to his or her Accounts as a result
of contributions made



- 23 -









 






under Sections 5.1 and 5.2 for that Plan Year are less than 3% of his
or her W-2 remuneration for that Plan Year. However, if the greatest percentage of W-2
remuneration for that Plan Year
(after being limited to the annually indexed dollar amount under Code Section 401(a)(17))
contributed by a “key employee” under Section 4.1 or allocated to his or her Accounts as a
result of contributions made pursuant to Section 5.1 for the Plan Year would be less than
3%, such lesser percentage shall be substituted for “3%” in the preceding sentence.
Notwithstanding the foregoing, no minimum contribution shall be made with respect to a
Member if the required minimum benefit under Code Section 416(c)(1) is provided by the
Retirement Plan.




(B) Definition of Top-Heavy Plan. The Plan shall be considered Top-Heavy with
respect to any Plan Year, if, as of the last day of the preceding Plan Year, the value of
the aggregate of the Accounts under the Plan for all “key employees” exceeds 60 percent of
the value of the aggregate of the Accounts under the Plan for all Eligible Employees. The
value of such Accounts shall be determined as of the Valuation Date on or before the last
day of such preceding Plan Year, in accordance with Code Sections 416(g)(3) and (4) and
Article Seven of this Plan. Account balances under the Plan will be combined with the
account balances or the present value of accrued benefits under any other qualified plan of
the Company and its affiliates in which “key employees” participate or which enable the Plan
to meet the requirements of Code Section 401(a)(4) or 410. Additionally, provided that the
resulting aggregation group satisfies the requirements of Code Sections 401(a)(4) and 410,
the Company may elect to combine the account balances under the Plan with the account
balances or the present value of accrued benefits under any other qualified plan of the
Company or its affiliates not required to be combined with this Plan if all members are
non-key employees and the contributions or benefits under the other plan are at least
comparable to the benefits provided under this Plan. The determination as to whether an
Eligible Employee will be considered a “key employee” shall be made in accordance with the
provisions of Code Sections 416(i)(l) and (5), and on the basis of the Eligible Employee’s
Forms W-2 remuneration for the applicable Plan Year from the Company, or an affiliate of the
Company (if applicable).




For the Plan Years commencing before January 1, 2000, the Plan will be super Top-Heavy if
the top-heavy ratio exceeds 90% and a factor of 1.0 will be applied to the dollar limit.



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ARTICLE SIX

IRS LIMITS ON MEMBER SAVINGS

AND COMPANY CONTRIBUTIONS




6.1 IRS Limits on Before-Tax Savings.





(A) Maximum Amount of Before-Tax Savings. The maximum dollar amount of Before-Tax
Savings that may be made on behalf of any Member for a calendar year shall be the maximum
amount determined by the Secretary of the Treasury, pursuant to Section 402(g) of the Code.
In the event that the foregoing limitation is exceeded for any calendar year, the excess
Before-Tax Savings as adjusted for investment experience will, in the sole discretion of the
Plan Administrator, either (i) be deemed to have been distributed to the Member and
recontributed to the Plan as After-Tax Savings, or (ii) be returned to the Member on behalf
of whom such Before-Tax Savings were contributed. Any returned amounts will be returned no
later than April 15 following the end of the calendar year that the contributions were made.
However, if the Member participated in more than one qualified defined contribution plan to
which he or she contributed pursuant to a Salary deferral arrangement, the Member shall
notify the Plan Administrator by April 15 of the following calendar year of the amount of
the excess deferrals to be allocated to this Plan, and such portion of the excess deferrals
so allocated shall be recontributed to the Plan as After-Tax Savings or returned to the
Member as provided in the preceding sentence.




Notwithstanding the foregoing, in the case of any Member who (a) ceases to be an Eligible
Employee during a Plan Year, (b) is employed during such Plan Year by an employer which is
not the Company or an entity within the controlled group of corporations (as defined in Code
Section 414(b) and the Regulations thereunder) containing the Company, and (c) exceeds the
limitation on elective deferrals enumerated in Code Section 402(g) ($15,000 in 2006) based
on the Member’s participation in the Plan and participation in a plan maintained by the
subsequent employer, the Plan shall not distribute to such a Member any Before-Tax Savings
(or any income thereon) that arise solely as a result of the Member exceeding the Code
Section 402(g) limit for the Plan Year, unless such limit was exceeded solely because of the
Member’s participation in this Plan, without considering any other plan.




(B) Limit on Before-Tax Savings for Highly Compensated Members.




(i) Actual Deferral Percentage. With respect to each Plan Year, the Actual
Deferral Percentage for Highly Compensated Members shall not exceed the greater of:
(i) 125 percent of the Actual Deferral Percentage for all other Members for the Plan
Year, or (ii) the lesser of (a) 200 percent of the Actual Deferral Percentage of all
other Members for the Plan Year or (b) the Actual Deferral Percentage of all other
Members for the Plan Year plus 2 percentage points. Before-Tax Savings must have been
allocated to Members’ Accounts during the Plan Year and may only be based on Salary
received by a Member



- 25 -









 







during the Plan Year or earned during the Plan Year and received by the Member within
21/2 months after the end of the Plan Year. In the event the Actual Deferral
Percentage for Highly Compensated Employees for any Plan Year exceeds the limits
described above, the following shall occur: (1) the Plan Administrator shall
determine the hypothetical reductions of the Highly Compensated Employees beginning
with the highest Actual Deferral Percentage and moving toward lower percentages until
one of such limitations is met; (2) the Plan Administrator shall then determine the
total dollar amount of such reductions; (3) the Plan Administrator shall then reduce
the Before-Tax Savings of the Highly Compensated Employees beginning with the highest
dollar amount and moving toward lower dollar amounts until the total dollar amount in
(2) above is reached. For purposes of the preceding sentence, the “highest amount”
is determined after distribution of any excess contributions. Such amount
of excess contributions, as adjusted for investment experience, will be distributed
to the Members on whose behalf such contributions were made or, under rules adopted
by the Plan Administrator, such Members may elect to recharacterize such adjusted
contributions as After–Tax Savings. Any such recharacterization or distribution of
the adjusted excess contributions will be made to the Highly Compensated Employees on
the basis of the respective portion of the adjusted excess contributions attributable
to each of such Employees and the recharacterization or the distribution of the
adjusted excess contributions will be made to the Employees on whose behalf such
contributions were made within 12 months following the end of the Plan Year for which
the deferrals were made. The amount of such recharacterization or distribution of
any excess contributions shall be reduced by excess deferrals previously distributed
for the taxable year ending in the same Plan Year and the amount of such distribution
of any excess deferrals shall be reduced by excess contributions previously
distributed or recharacterized for the Plan Year beginning in such taxable year.




(ii) ESOP Actual Deferral Percentage. With respect to each Plan Year beginning
prior to January 1, 2006, the ESOP Actual Deferral Percentage shall be subject to the
limits and corrections for Before-Tax Savings that are ESOP Contributions determined
in the same manner as set forth in paragraph (i), above.




(iii) In the event that any portion of a Highly Compensated Employee’s Before-Tax
Savings, as adjusted for investment experience, is returned or recharacterized
pursuant to Section 6.1(A) as a result of the maximum dollar limit applicable to
Before-Tax Savings, the Actual Deferral Percentage, or ESOP Actual Deferral
Percentage, as applicable, shall be determined before such excess deferral is
returned. Any adjusted excess of a Member’s deferrals that are recharacterized
pursuant to Section 6.1(A) shall be treated as (I) annual additions pursuant to
Section 6.3 and (II) Before-Tax Savings for purposes of their withdrawability prior
to Termination of Employment and shall be subject to the financial hardship
requirement provisions of Section 10.2.




(iv) For purposes of determining the Actual Deferral Percentage or ESOP Actual
Deferral Percentage for Highly Compensated Employees, all contributions made by
Highly Compensated Employees to qualified plans shall be aggregated. The



- 26 -









 







contributions of all
Employees under plans that are aggregated with this Plan for purposes of Section
401(a) or 410(b) of the Code shall be aggregated and deemed to have been made under a
single plan.




(v) For Plan Years commencing before 1997, in determining the Actual Deferral
Percentage of Highly Compensated Employees, the Highly Compensated Employee’s
Before-Tax Savings and Compensation shall include the Before-Tax Savings and
Compensation of family members (as defined in Section 414(q)(6) of the Code). In
the event that recharacterization or distribution of excess deferrals is required,
appropriate adjustment shall be made for all family members as provided in the Code.




(C) Additional Limits on Before-Tax Savings. From time to time and in order to
comply with Section 401(k)(3) of the Code, the Plan Administrator may impose a limitation on
the extent to which a Highly Compensated Member may contribute Before-Tax Savings hereunder,
based on a reasonable projection of savings rates of non-Highly Compensated Members.



6.2 IRS Limits on After-Tax Savings and Matching Company Contributions.





(A) Limit on After-Tax Savings and Matching Company Contributions for Highly
Compensated Members.




(i) Actual Contribution Percentage. With respect to each Plan Year, the Actual
Contribution Percentage for Highly Compensated Members shall not exceed the greater
of (i) 125 percent of the Actual Contribution Percentage for all other Members for
the Plan Year or (ii) the lesser of (a) 200 percent of the Actual Contribution
Percentage of all other Members for the Plan Year or (b) the Actual Contribution
Percentage of all other Members for the Plan Year plus 2 percentage points. In the
event the Actual Contribution Percentage for Highly Compensated Members for any Plan
Year exceeds the limits described above, the following shall occur: (1) the Plan
Administrator shall determine the hypothetical reductions of the Highly Compensated
Employees beginning with the highest Actual Contribution Percentage and moving toward
lower percentages until one of such limitations is met, (2) the Plan Administrator
shall then determine the total dollar amount of such reductions, and (3) the Plan
Administrator shall then reduce the After-Tax Savings and Matching Company
Contributions of the Highly Compensated Employees beginning with the highest dollar
amount and moving toward lower dollar amounts until the total dollar amount in (2)
above is reached. A Member’s Actual Contribution Percentage shall be determined
after a Member’s excess Before-Tax Savings are either recontributed to the Plan as
After-Tax Savings or paid to the Member. Such amount of excess aggregate
contributions, as adjusted for investment experience, will be returned to, or paid
to, the Members for whom such contributions were made within 12 months following the
end of the Plan Year for which the contributions were made. To the extent
contributions must be paid or returned to a Member under the preceding sentence, the
distribution shall be made from the following categories of contributions (adjusted
to reflect earnings or losses attributable thereto): First, Supplemental After–Tax
Savings; second, Basic After–Tax Savings (to the extent that associated Matching Company



- 27 -









 







Contributions are vested, they
also shall be distributed in this category); third, remaining vested Matching Company
Contributions. To the extent that an additional adjustment is required, nonvested
Matching Company Contributions shall be forfeited.




(ii) ESOP Actual Contribution Percentage. With respect to each Plan Year beginning
prior to January 1, 2006, the ESOP Actual Contributions Percentage shall be subject
to the limits and corrections for After-Tax Savings that are ESOP Contributions and
Matching Company Contributions that are ESOP Contributions determined in the same
manner as set forth in paragraph (i), above.




(iii) For purposes of determining the Actual Contribution Percentage or ESOP Actual
Contribution Percentage for Highly Compensated Members, all contributions made by
them to qualified plans shall be aggregated. The contributions of all Employees
under plans that are aggregated with this Plan for purposes of Code Section 401(a) or
410(b) shall be aggregated and deemed to have been made under a single plan.




(iv) For Plan Years commencing before 1997, in determining the Actual
Contribution Percentage of Highly Compensated Members, their After-Tax Savings and
Compensation shall include the After-Tax Savings and Compensation of family members
(as defined in Section 414(q)(6) of the Code). In the event that distribution of
excess contributions is required, appropriate adjustment shall be made for all family
members as provided in the Code.




(B) Additional Limits on After-Tax Savings. From time to time and in order to
comply with Code Section 401(m) of the Code, the Plan Administrator may impose an additional
limit on the amount of After-Tax Savings that a Highly Compensated Member may contribute to
the Trust Fund, based on a reasonable projection of savings rates of non- Highly Compensated
Members.



6.3 Annual Limits on Additions to Member Accounts.





(A) Definitions. For purposes of this Section, the following definitions shall
apply:




(i) Definition of “Annual Addition.” The “Annual Addition” to a Member’s Accounts
for any Limitation Year beginning with 1996 means the sum of (a) the Member’s
Before-Tax Savings for such Year, (b) the Member’s After-Tax Savings for such Year,
and (c) all Matching Company Contributions and Floor Company Contributions by the
Company or an Affiliate for the Member for such Year.




(ii) Definition of “Affiliate.” The term “Affiliate” means any subsidiary or
affiliate within the Company’s controlled group of companies, as determined under
Code Section 414, except that the phrase “more than 50 percent” shall be substituted
for the phrase “at least 80 percent” where it appears in Code Section 1563(a)(1).




(B) Maximum Annual Addition for this Plan. Notwithstanding any provision of this
Plan to the contrary, except as otherwise provided in this Article Six, the Annual Addition
to a



- 28 -









 







Member’s Accounts under the Plan for any Limitation Year, when added to the Member’s Annual Addition
for that Limitation Year under any other qualified defined contribution plan of the Company
or any Affiliate of the Company, shall not exceed the Maximum Annual Addition. The Maximum
Annual Addition shall be the lesser of: (i) $40,000, as adjusted for increases in the
cost-of-living under Code Section 415(d), or (ii) 100 percent of the Member’s compensation,
within the meaning of Code Section 415(c)(3), for the limitation year. The foregoing limit
shall not apply to any contribution for medical benefits after separation from service
(within the meaning of Code Sections 401(h) or 419A(f)(2)) which is otherwise treated as an
Annual Addition.




(i) Consequences of Exceeding Maximum Annual Addition. In the event of a
determination that the Annual Addition to a Member’s Accounts for any Limitation Year
would exceed the Maximum Annual Addition, such Annual Addition shall be reduced to
the extent necessary to bring it within the Maximum Annual Addition. In accordance
with and to the extent permitted by Treasury regulations under Code Section 415, such
Member’s Before-Tax Savings and After-Tax Savings shall be distributed to the Member,
along with gains attributable to such Before-Tax Savings and After-Tax Savings, to
the extent that such distribution would reduce the excess Annual Addition to the
Member’s Accounts. Such distribution shall be made first from Supplemental After-Tax
Savings, and then from Supplemental Before-Tax Savings.




(C) Maximum Annual Addition for Members Participating in Other Defined Contribution
Plans. In the event that a Member is a participant in any other defined contribution
plans (whether or not terminated) of the Company or an Affiliate, the total amount added to
such Member’s Accounts under this Plan and all such other plans in any Limitation Year shall
not exceed the Maximum Annual Addition. In the event of a determination that such total
amount would exceed the Maximum Annual Addition, the amounts added to such Member’s Accounts
shall be reduced as follows:




(i) First, the annual additions to the Member’s Accounts under such other defined
contribution plans shall be reduced to the extent necessary and to the extent
permitted by law so that the Maximum Annual Addition for this Plan is not exceeded;
and




(ii) Second, if after application of the preceding paragraph the amounts added to
the Member’s Accounts would still exceed the Maximum Annual Addition, then the Annual
Addition to the Member’s Accounts under this Plan shall be reduced.




(D) Maximum Annual Addition for Members Participating in Defined Benefit Plans. In
the event that a Member is a participant in any defined benefit plan maintained by the
Company or an Affiliate, it is intended that the benefits under such defined benefit plan
shall be reduced before applying the Maximum Annual Addition for this Plan, to the extent
required to meet the requirements of Code Section 415(e) for Limitation Years beginning
before January 1, 2000.



- 29 -









 





ARTICLE SEVEN

CREDITS TO ACCOUNTS;

ASSET VALUATION AND ALLOCATION




     7.1 Establishment of Accounts. The Accounts described below shall be established for
Members and Deferred Members, as appropriate, to hold contributions under the Plan and earnings
thereon:



	 	 	 	 	 	 	 
	Type of Contribution	 	Sub-Account	 	 	 	Account
	-Basic Before-Tax Savings_______

	 	Basic Before-Tax Investment Account
	 	}
	 	Basic Investment Account
	-Basic After-Tax Savings_____________

	 	Basic After-Tax Investment Account	 	 	 	 
	 
	 	 	 	 	 	 
	-Supplemental Before-Tax Savings___

	 	Supplemental Before-Tax Investment Account
	 	}
	 	Supplemental Investment Account
	-Supplemental After-Tax Savings_____

	 	Supplemental After-Tax Investment Account	 	 	 	 
	-Prior Plan Transfers___________
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	- Catch-Up Savings Prior to
January 1, 2006___________________________________________

	 	Supplemental Before-Tax Investment Account
	 	 	 	Supplemental 
Investment Account
	 
	 	 	 	 	 	 
	- Catch-Up Savings On and After
January 1, 2006______________________________________

	 	_________________________	 	 	 	Catch-Up Contributions Account
	 
	 	 	 	 	 	 
	-Rollovers___________________________________________

	 	_________________________	 	 	 	Rollover Account
	 
	 	 	 	 	 	 
	-Matching Company Contributions

(including pre-Distribution ITT

type)

	 	_________________________	 	}
	 	Company Contribution Account
	-Floor Company Contributions_____
	 	_________________________	 	 	 	 
	-Prior Plan Transfers__________
	 	_________________________	 	 	 	 
	 
	 	 	 	 	 	 
	-Reinvested Dividends
Attributable to the Hartford
Financial Services Group, Inc.
Stock Fund
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ESOP balances (from

Pre-Distribution ITT

Plan)_________________

	 	_________________________	 	 	 	ESOP Account





7.2 Crediting of Contributions to Accounts. Member Savings, Rollovers and Company
Contributions shall be credited to the appropriate Account as soon as practicable after they are
transferred to the Trust Fund.



7.3 Method of Determining Value of Amounts Credited to Accounts. At the end of each
business day in which the Plan is in effect and operation, the amount of credit of a Member or
Deferred Member in
each of the funds shall be expressed and credited to the Accounts of such Member or Deferred Member
using the unit accounting method, a method of participant accounting under which all balances are
carried as “units,” which are multiplied by a unit value to give the actual cash value. For
purposes of


- 30 -









 






Article Eight, the interest of a Member or Deferred Member in The Hartford Financial
Services Group, Inc. Stock Fund and shall be converted into a number of shares of The Hartford
Stock as of any particular time, by dividing the value of all shares of Stock in the applicable
Fund by the value of the interest of the Member or Deferred Member in the Fund at such time. The
resulting number of shares of Stock shall be deemed allocated to such Member.



7.4 Valuation of The Hartford Stock. For the purpose of determining the value of The
Hartford Stock hereunder, in the event such Stock is traded on a national securities exchange, such
Stock shall be valued at the closing price of such Stock on the New York Stock Exchange composite
tape on the business day such Stock is delivered to the Trustee. In the event such Stock is not
traded on a national securities exchange, such Stock shall be valued in good faith by an
independent appraiser selected by the Trustee and meeting requirements similar to those in the
regulations prescribed under Code Section 170(a)(1).



7.5 Asset Valuation; Allocation of Gains and Losses. At the end of each business day, the
Trustee shall (A) determine the total fair market value of all assets then held by it in each
Investment Fund, (B) determine the gain or loss in the value of such assets, and (C) allocate such
gain or loss pro rata by fund to the balances credited to the Accounts of all Members and Deferred
Members as of such day.



7.6 Dividends Paid with Respect to The Hartford Stock.





(A) Dividend Election. A Member or Deferred Member may elect, with respect to a dividend
paid on The Hartford Stock that is allocated to the Member’s or Deferred Member’s Accounts
as of the ex-dividend date of such dividend, to have the dividend either distributed in cash
to the Member or Deferred Member or reinvested in shares of The Hartford Stock in The
Hartford Financial Services Group, Inc. Stock Fund. The Plan Administrator shall prescribe
rules regarding the timing and manner of a dividend election.




(B) Default Election. In the absence of an affirmative dividend election, the Member or
Deferred Member shall be deemed to have elected to have the dividend reinvested in The
Hartford Stock.




( C) Effect and Duration of Election. An election made in accordance with
subsections (A) or (B), shall remain in effect until changed by the Member or Deferred
Member in accordance with the rules established by the Plan Administrator. The election
shall apply to all dividends with an ex-dividend date after the election date. A Member or
Deferred member may change his or her dividend election at any time in the manner prescribed
by the Plan Administrator.




(D) Cash Payment. Dividends elected to be paid in cash shall be distributed to the Member
or Deferred Member as soon as administratively practicable after the dividend is received by
the Trustee in the Trust Fund. The amount of cash dividends distributed shall be reduced by
the amount of any losses attributable to such dividends while held in the Trust Fund. No
earnings attributable to such dividends shall be distributed.



- 31 -









 





ARTICLE EIGHT

INVESTMENT OF SAVINGS AND

CONTRIBUTIONS IN INVESTMENT FUNDS



8.1 Approval of Investment Funds for the Plan. Contributions to the Plan shall be
invested by the Trustee in the Investment Funds approved by the Investment and Savings Plan
Investment Committee from time to time. The Investment and Savings Plan Investment Committee, or
such other Committee or individual as may be designated by the Board of Directors, may from time
to time add Investment Funds to, or eliminate Investment Funds from, the group of Investment Funds
available hereunder. Notwithstanding the foregoing, the Trustee temporarily may hold cash or make
short-term investments in obligations of the United States Government, commercial paper, an interim
investment fund for tax-qualified employee benefit plans established by the Trustee, or other
investments of a short-term nature, unless otherwise provided by applicable law.



8.2 Trustee Investment of Contributions in Investment Funds. Contributions to the Plan
shall be invested by the Trustee in the Investment Funds as described below. An account shall be
established for each Member and Deferred Member in each Investment Fund as to which Savings,
Rollovers, Company Contributions and ESOP balances are made, contributed, or otherwise properly
allocated.





(A) Savings and Rollovers. Member and Deferred Member Savings and Rollovers shall
be invested in multiples of 1% in one or more of the Investment Funds, as properly elected
by the Member or Deferred Member. Effective January 1, 2006, Members and Deferred Members
may make separate investment elections with respect to (i) Savings and (ii) Rollovers.





(B) Company Contributions and ESOP Account Balances. Member and Deferred Member
Company Matching Contributions, Floor Contributions and ESOP Account Balances shall be
invested in multiples of 1% in one or more of the Investment Funds, as properly elected by
the Member or Deferred Member. Floor Contributions made with respect to periods after
December 31, 2003 shall be invested in the Hartford Money Market HLS Fund in the event that
a proper Investment Fund election is not made with respect to such Floor Contributions.



8.3 Changes in Investment Elections.





(A) General Rules. A Member or Deferred Member may make changes to his or her
investment elections and transfer amounts between Investment Funds to the extent permitted
by this Section 8.3. Such changes and transfers may be made by giving notice to the Company
in a manner and by the date required by the Plan Administrator. All changes and transfers
shall be made in multiples of 1%, except that Members and Deferred Members may also elect to
transfer a specific dollar amount of investments between Investment Funds.




(B) Change of Investment Funds for Future Savings and Rollovers. A Member may elect
to change the Investment Funds in which his or her future Savings and Rollovers shall be
invested, in accordance with the rules described in the preceding paragraph.



- 32 -









 






(C) Redistribution Among Investment Funds for Past Savings and Rollovers. A Member
or Deferred Member may elect to redistribute his or her past Savings and Rollovers among any
of the Investment Funds, in accordance with the rules of Section 8.3(A), except that
if a Member transfers amounts out of the Stable Value Fund, those amounts may not be
transferred to the Hartford Money Market HLS Fund or the Hartford Total Return Bond Fund for
a period of 90 days.




(D) Changes / Redistributions for Company Contributions and ESOP Account Balances.
Members may elect to change the Investment Funds in which future Matching Company
Contributions and Floor Company Contributions shall be invested, in accordance with the
rules of Section 8.3(A). Members, Deferred Members, Beneficiaries of the foregoing and
Alternate Payees may elect to redistribute past Company Contributions and ESOP Account
balances among any of the Investment Funds, in accordance with the rules of Section 8.3(A),
and subject to the restrictions described in Section 8.3(C).




(E) Restriction on Electronic Transfers to 20 Per Calendar Year. In addition to
the above restrictions, a Member or Deferred Member shall be limited to 20 electronic
transfers of amounts between Investment Funds per calendar year. For this purpose, (i) a
transfer shall occur on a day as of which any amounts are moved between Investment Funds,
regardless of the number of Investment Funds affected by transfers between Investment Funds
on that day, and (ii) an electronic transfer includes any transfer initiated online, through
an interactive voice recognition system or by telephone to a Plan representative. Once the
20 electronic transfer limit has been reached, the Member or Deferred Member shall initiate
any subsequent transfers by mail or overnight courier service to The Hartford Benefits
Center, using a transfer request form obtained from The Hartford Benefits Center.
Notwithstanding the restriction in this Section 8.3(E), a Member or Deferred Member may
elect, after having effected 20 electronic transfers during the applicable time period, to
initiate a transfer of amounts from The Hartford Financial Services Group, Inc. Stock Fund
to the Stable Value Fund by means of a telephone call to a Plan representative at The
Hartford Benefits Center.




(F) Rebalancing of Investment Funds. The Plan Administrator may provide Members
with the option of rebalancing their investment allocation between Investment Funds, either
periodically or at the Member’s election. Such rebalancing is subject to the restrictions
described in Sections 8.3(C) and (E).


8.4 Trustee Purchase of The Hartford Stock. The trustee shall purchase The Hartford Stock

from any source. Such Stock purchased from The Hartford shall be purchased at fair market value.
Such Stock purchased from The Hartford may be treasury shares or newly issued shares or authorized
but unissued shares; provided however, that in no event shall a commission be charged with respect
to such a purchase.



8.5 Member Voting of The Hartford Stock. Each Member, Deferred Member and Beneficiary is
for the purposes of this Section hereby designated a named fiduciary within the meaning of Section
402(a)(2) of ERISA with respect to any shares of The Hartford Stock allocated to their respective


- 33 -









 






Accounts, and may direct the Trustee as to the manner in which such Stock is to be voted. Before each annual or
special meeting of shareholders of The Hartford, there shall be sent to each such person a copy of
the proxy solicitation material for such meeting, together with a form requesting instructions to
the Trustee on how to vote such Stock. Upon receipt of such instructions, the Trustee shall vote
such Stock as instructed. In lieu of voting fractional shares of such Stock as so instructed, the
Trustee may vote the combined fractional shares of such Stock to the extent possible to reflect the
directions of the Members, Deferred Members and Beneficiaries with allocated fractional shares of
each class of such Stock. The Trustee shall vote shares of such Stock allocated to Accounts under
the Plan, for which no valid voting instructions were received, in the same manner and in the same
proportion that the shares of The Hartford Stock with respect to which the Trustee received valid
voting instructions are voted. Instructions to the Trustee shall be in such form and pursuant to
such regulations as the Plan Administrator may prescribe. Any instructions received by the Trustee
regarding the voting of The Hartford Stock shall be confidential and shall not be divulged by the
Trustee to the Company, or to any director, officer, employee or agent of the Company, it being the
intent of this Section to ensure that the Company (and its directors, officers, employees and
agents) cannot determine the voting instructions given by any person.




8.6 Procedures in the Event of a Tender Offer for The Hartford. The provisions of this
Section shall apply in the event any person, either alone or in conjunction with others, makes a
tender offer, makes an exchange offer, or otherwise offers to purchase or solicits an offer to sell
to such person one percent or more of the outstanding shares of a class of The Hartford Stock held
by a Trustee hereunder (herein jointly and severally referred to as a Tender Offer). As to any
Tender Offer, each Member and Deferred Member (or Beneficiary in the event of the death of the
Member or Deferred Member) shall have the right to determine confidentially whether shares held
subject to the Plan will be tendered.





(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.



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(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.



ARTICLE NINE

MEMBER LOANS

BEFORE TERMINATION OF EMPLOYMENT



9.1 Request for a Loan; Consequences of Request. At any time before Termination of
Employment, a Member may make a request, in a manner and by the date required by the Plan
Administrator, for a loan of a whole dollar amount from his or her Accounts. By making such a
request, the Member (A) specifies the amount and the term of the loan, (B) agrees to the annual
percentage rate of interest, (C) agrees to the finance charge, (D) promises to repay the loan, and
(E) authorizes the Company to make regular payroll deductions to repay the loan. Loans will be
permitted only if all of the conditions described in the next paragraph are satisfied. Permitted
loans will be deducted from Member Accounts as of the Loan Valuation Date, and will be paid in cash
as soon as practicable thereafter. Amounts so deducted will not participate in the investment
experience of the Plan.





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9.2 Conditions for Taking a Loan.





(A) Minimum Loan Amount. The loan must be at least $500, but cannot exceed the
lesser of: (a) 50% of the Member’s Vested Share (determined based on the most recent
information available to the Plan Administrator), or (b) $50,000 minus the Member’s highest
outstanding loan balance (if any) during the preceding one year period.




(B) Order of Sources for Loans. Loans can only be taken from the Accounts listed in
Section 9.3, and they must also be taken according to the order of sources for loans listed
in that Section, such that the full amount must be borrowed from each source on the list,
beginning with the first source on the list, before any amount may be borrowed from the next
source on the list (unless otherwise stated on the list).




(C) Required Term and Repayment Schedule. The loan must be repaid no less
frequently than on a monthly basis over a period of twelve, twenty-four, thirty-six,
forty-eight or sixty months, except that a Member who requests a loan to buy his or her own
principal residence may repay the loan over a period of seventy-two through one
hundred-eighty months, in twelve month increments. Extensions of loan terms will not be
permitted after a loan is made. If a Member is serving in the Armed Services of the United
States and loan repayments are suspended pursuant to Section 9.5, the term of the loan will
be extended by the period of military service.




(D) Maximum Number of Loans. A Member may have no more than two loans outstanding
at any time.




(E) Other Conditions. The Plan Administrator may make such additional conditions or
rules for taking loans as may be determined appropriate in its sole discretion, which
conditions shall be in writing and communicated to Members. Such written conditions are
incorporated herein by reference.



9.3 Order of Sources for Loans.




     (A) Rollover Account.



     (B) Basic Before-Tax and Supplemental Before-Tax Investment Accounts.



     (C) Catch-Up Contributions Account.



     (D) Prior Plan Transfers.



     (E) Basic After-Tax Investment Account.



     (F) Supplemental After-Tax Investment Account



     (G) ESOP Account.



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     (H) Floor Company Contributions in the Company Contribution Account.



     (I) Vested Matching Company Contributions in the Company Contribution Account.



     (J) Reinvested Dividends Attributable to The Hartford Financial Services Group,
Inc. Stock
Fund.


9.4 Interest Rates for Loans. The Plan Administrator shall establish and communicate to
Members a
reasonable rate of interest for loans that it determines to be commensurate with the interest rates
charged by persons in the business of lending money for loans in similar circumstances, which
interest rate shall remain in effect for the term of the loan. Such rate shall be determined as
follows: On the last business day of February, May, August, and November of each Plan Year, the
Plan Administrator shall determine the prime rate published in the Wall Street Journal on that day,
and then add 1% to that prime rate (the “Applicable Interest Rate”). The Plan Administrator shall
then set the Plan loan interest rate for the next calendar quarter equal to the Applicable Interest
Rate. The rate of interest on a loan to a Member who is serving in the Armed Services of the
United States shall not exceed such rate as may be prescribed by applicable law.



9.5 Other Repayment Terms; Prepayment. Loan repayments will be made to the Accounts from
which the loan was taken in reverse order, beginning with the last source in Section 9.3 from which
the loan was taken, and working backwards to the first source. Repayments will be invested in the
Investment Funds in accordance with the Member’s investment elections at the time of repayment. No
loan repayment will be credited with investment experience under the Plan until the date designated
by the Plan Administrator. The entire outstanding balance of a loan may be prepaid at any time,
with interest through the date of prepayment. The date of prepayment will be date designated by
the Plan Administrator. If a Member is serving in the Armed Services of the United States, loan
repayments will be suspended during the period of active service. Upon completion of active
military service, loan repayments will resume.



9.6 Loan Default during Employment. Under certain circumstances, including, but not
limited to, the failure of a Member to make repayment of a loan for ninety (90) days, or the
impending bankruptcy of the Member, the Plan Administrator may declare a Member’s loan to be in
default. In the event default is declared, the outstanding loan balance and any accrued interest
may be treated as a withdrawal before Termination of Employment under Article Ten to the extent
that the Member is eligible to make such a withdrawal.



9.7 Outstanding Loan Balance at Termination of Employment.





(A) Certain Members Eligible to Continue Loan Repayments. Upon Termination of
Employment of a Member who (i) has a Vested Share of $5,000 or more (effective March 28,
2005, more than $1,000), and (ii) has not elected a distribution of his or her Accounts from
the Plan, such Member may elect to continue to make loan repayments on his or her
outstanding loan balance in the manner approved by the Plan Administrator. If such a Member
fails to make a



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valid election to continue loan repayments, or elects a distribution of his
or her Accounts from the Plan, then the provisions of the next succeeding paragraph shall
apply.




(B) Other Members. Upon Termination of Employment of a Member who does not satisfy
the requirements of the immediately preceding paragraph, the outstanding loan balance of
such a Member shall become due and payable and shall either be canceled or, if the Member so
elects, prepaid in full to his or her Accounts with interest to the date of prepayment. Any
prepayment must be made by the Valuation Date following Termination of Employment or, if
earlier, the Valuation Date that applies to the Member’s distribution or deferral election.


9.9 Death after Request for Loan. If a Member requests a loan and dies after the
issuance of any check for any part of such loan, but before negotiation of such check, then any
unpaid part of the loan as represented by the non-negotiated check will be paid to the Member’s
estate. If a Member requests a loan and dies before the issuance of any check for any part
of such loan, then the request for the loan shall be null and void with respect to the part of the
loan represented by the check that was not issued. For purposes of this Section, a check will be
considered issued on the earlier of (i) the date of issuance shown on the check, or (ii) the Loan
Valuation Date.




ARTICLE TEN

MEMBER WITHDRAWALS

BEFORE TERMINATION OF EMPLOYMENT




10.1 Non-Hardship Withdrawals.





(A) Request for a Non-Hardship Withdrawal. At any time before Termination of
Employment, a Member may make a request, in a manner and by the date required by the Plan
Administrator, for a non-hardship withdrawal of a dollar or percentage amount from his or
her Accounts. Non-hardship withdrawals will be permitted to the extent that the conditions
of Section 10.1(B) are satisfied. Permitted non-hardship withdrawals will be deducted from
a Member’s Accounts as of the Withdrawal Valuation Date, and will be distributed as soon as
practicable thereafter. Amounts so deducted will not participate in the investment
experience of the Plan. A Member who takes a non-hardship withdrawal shall not be required
to cease contributing Basic and Supplemental Savings under the Plan.




(B) Conditions for Non-Hardship Withdrawals.




(i) Minimum Amount for Withdrawal. The amount for withdrawal must be at least $500.



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(ii) Proration of Withdrawal Among Accounts. Withdrawals by Members with Accounts in
more than one Investment Fund must be prorated among such Accounts based on their
respective values.




(iii) Order of Sources for Withdrawals. Withdrawals can only be taken with respect
to all or a portion of the Accounts listed in Section 10.1(C), and they must also be
taken according to the order of sources for withdrawals listed in Section 10.1(C),
such that the full amount must be withdrawn from each source on the list, beginning
with the first source on the list, before any amount may be withdrawn from the next
source on the list (unless otherwise stated on the list).




(iv) Other Conditions. The Plan Administrator may make such additional
conditions or rules for making non-hardship withdrawals as may be determined
appropriate in its sole discretion, which conditions shall be in writing and
communicated to Members. Such written conditions are incorporated herein by
reference.



(C) Order of Sources for Non-Hardship Withdrawals.





(i) Supplemental After-Tax Investment Account




(ii) Rollover Account




(iii) ESOP Account.




(iv) Amounts attributable to Floor Company Contributions in the Company Contribution
Account that were made with respect to payroll periods prior to January 1, 2004,
except that a Member who has completed less than 60 months of Service may
only withdraw such Floor Company Contributions that were made more than 24 months
before the proposed withdrawal date (and after withdrawing the available amounts,
such a Member may withdraw amounts from the source described in the next paragraph).
Amounts attributable to Floor Company Contributions made with respect to payroll
periods commencing on or after January 1, 2004 cannot be withdrawn pursuant to this
provision.




(v) Basic After-Tax Investment Account.




(vi) Vested Matching Company Contributions in the Company Contribution Account,
except that a Member who has completed less than 60 months of Service may
only withdraw the Vested Matching Company Contributions that were made more than 24
months before the proposed withdrawal date.




(vii) Reinvested Dividends Attributable to The Hartford Financial Services Group.,
Inc. Stock Fund.




(viii) Prior Plan Transfers.



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(D) Non-Hardship Withdrawal of Before-Tax Savings at Age 59 1/2. A Member who has
reached age 59 1/2 may, without regard to financial hardship, withdraw all or a portion of his
or her Basic Before-Tax Investment Account, Supplemental Before-Tax Investment Account and
Catch-Up Contributions Account, and amounts attributable to Floor Company Contributions in
his or her Company Contribution Account (regardless of whether those Floor Company
Contributions are attributable to payroll periods commencing on or after January 1, 2004).



10.2 Hardship Withdrawals





(A) Ability to make Hardship Withdrawals. A Member who has not reached age 59 1/2
and who satisfies all of the requirements of this Section 10.2 may make a hardship
withdrawal of all or a portion of his or her Supplemental Before-Tax Investment Account,
Basic Before-Tax Investment Account and Catch-Up Contributions Account, and the amount of
his or her Company Contribution Account attributable to Prior Plan Transfers, other than the
portion of each such Account that represents earnings credited to the Account after December
31, 1988. A Member who has reached age 59 1/2 may withdraw all or a portion of the foregoing
Accounts without regard to financial hardship.




(B) Bona Fide Financial Hardship and Immediate and Heavy Financial Need Required. A
hardship withdrawal will not be permitted unless the Member establishes to the satisfaction
of the Hardship Committee that a bona fide financial hardship exists. For this purpose, a
bona fide financial hardship means an immediate and heavy need to draw on financial
resources not reasonably available from other sources of the Member. Bona fide financial
hardships shall include (i) cash down payments and/or closing costs associated with the
purchase of a Member’s principal residence, (ii) medical expenses for a Member, spouse or
dependents, (iii) expenses necessary for such persons to obtain medical care that are not
paid or reimbursed by insurance, (iv) room and board expenses, tuition expenses and related
educational fees for post-secondary education for such persons for the next academic year,
(v) payments to prevent the eviction of a Member from his or her principal residence or the
foreclosure of a mortgage on such residence, (vi) burial or funeral expenses for a Member’s
parent, spouse, child or dependent, and (vii) expenses to repair damage to a Member’s
principal residence, which would qualify for a casualty deduction under IRS rules without
regard to the amount of the loss as a percentage of the Member’s income (collectively, “Safe
Harbor Hardships”). Bona fide financial hardship shall also include any other reasons
deemed appropriate by the Hardship Committee (“Non-Safe Harbor Hardships”). In order to
receive a withdrawal for a Non-Safe Harbor Hardship, a Member must demonstrate lack of other
reasonably available financial resources by disclosing details of his or her personal and
family finances. In order to receive a withdrawal for a Safe Harbor Hardship, a Member must
agree to suspend all Before-Tax Savings, After-Tax Savings and Catch-Up Savings for a six
month period as described in Article Four. The Hardship Committee shall make determinations
of financial hardship in a uniform and nondiscriminatory manner, with reference to all the
relevant facts and circumstances and in accordance with applicable tax law under Code
Section 401(k).



- 40 -









 






(C) Withdrawal Limited to Financial Need (Plus Taxes). The amount of a hardship
withdrawal cannot exceed the amount of the immediate and heavy financial need demonstrated
by the Member (plus applicable taxes on the withdrawal). For this purpose, loans and
amounts withdrawn from other Accounts will be considered.




(D) All Available Loans and Distributions must be Taken First. A hardship
withdrawal will not be permitted unless the Member has obtained (i) all distributions (other
than hardship distributions) available under all other retirement plans (including this
Plan) maintained by the Company, including, effective November 29, 2001, distribution of
all cash dividends currently available to the Member under Section 7.6 of this Plan and (ii)
all non-taxable loans available under all retirement plans maintained by the Company,
including this Plan, provided that making the payments on such loans does not result in a
financial hardship for the Member.


10.3 Penalty for Making Withdrawals from Certain Accounts. Matching Company Contributions
under Article 5 will be suspended for three months after the applicable Withdrawal Valuation Date
for any Member who has not reached age 591/2 and who makes a non-hardship or hardship withdrawal of
any amount from his or her Basic After-Tax Investment Account, or any amount of Vested Matching
Company Contributions from his or her Company Contribution Account.



10.4 Form of Payment. Withdrawal payments from The Hartford Financial Services Group, Inc.
Stock Fund shall be made in the form of The Hartford Stock, except that: (A) fractional shares will
be paid in cash, (B) a recipient may request that such amounts be paid in cash, and (C) hardship
withdrawals will be paid in cash. Withdrawal payments from any Investment Fund other than The
Hartford Financial Services Group, Inc. Stock Fund shall be paid in cash in a single sum.



10.5 Death after Request for Withdrawal. If a Member dies after requesting a withdrawal,
payment of the withdrawn amounts will be made (or will not be made) in accordance with the rules in
Article Nine for death after a loan request.



10.6 Direct Rollover of Withdrawals. Hardship Withdrawals do not qualify as “eligible
rollover distributions” under Article Eleven.




ARTICLE ELEVEN

DISTRIBUTIONS FROM ACCOUNTS




11.1 Types of Distributions





(A) Distribution or Deferral for Members Under Age 70 1/2. Upon Termination of
Employment, a Member may request a distribution of the value of his or her Vested Share. If
a Member does not make such a request, and the value of such Vested Share is less than
$5,000 (effective March 28, 2005, is $1,000 or less), such value will be paid to the Member
in a single lump sum payment as soon as practicable. If a Member does not make such a
request, and the value of the Member’s Vested share is $5,000 or more (effective March 28,
2005, is greater than



- 41 -









 







$1,000), the Member shall be deemed to request a deferral of the
distribution of such Vested Share until such time that the Member reaches age 70 1/2. Such
a Member automatically shall become a Deferred Member, and may request a distribution of all
or part of the Vested Share at any time before reaching age 70 1/2 (subject to a minimum
distribution amount of $500 for any partial distribution) in accordance with the Plan.




(B) Distributions to Certain Members who Have Reached Age 70 1/2. Effective January
1, 1998 or such later date as determined by the Plan Administrator, except as provided
below, a Member who reaches age 70 1/2 on or after January 1, 1997 is not required to commence
distribution of his or her Vested Share until Termination of his or her Employment.
However, such a Member may request a distribution of all or part of such Vested Share at any
time after reaching age 70 1/2 (subject to a minimum distribution amount of $500 for any
partial distribution). A Member who reaches age 70 1/2 on or after January 1, 1988 but before
January 1, 1997 must have commenced distribution of his or her Vested Share by no later than
the April 1 following the year in which he or she attains age 70 1/2. A Deferred Member or a
Member who is a “5 percent owner” as defined in Code Section 414(q)(1) and (3) must commence
distribution of his or her Vested Share by no later than the April 1 following the year in
which he or she reaches age 70 1/2. The Vested Share of such Member shall be paid under the
payment method described in Section 11.6(A) below assuming the maximum allowable number of
payments based upon the Member’s age, if permissible under the terms of that payment method.
If payment under the terms of that payment method is not permissible, the Vested Share of
the Member shall be paid in an immediate lump sum. Alternatively, the Member may elect that
his or her Vested Share be paid under the payment method described in Section 11.6(B) below,
if permissible under the terms of that payment method, or in an immediate lump sum. Payment
of the Vested Share of a Member who has reached age 70 1/2 pursuant to this Section shall be
made no less frequently than annually, and once such payment has commenced, the Member may
not elect an alternate method for payment of such Vested Share while the Member is still an
Eligible Employee.




(C) Distribution to Beneficiary in the Event of Death. Upon the death of a
Member or Deferred Member, the value of such person’s Vested Share shall be distributed in a
lump sum to his or her Beneficiary. However, if the value of the Vested Share is $5,000 or
more (effective January 1, 2006, is greater than $1,000): ( i ) if the Beneficiary is a
spouse, such spouse may elect to defer receipt of the Vested Share until the year in which
the Member or Deferred Member would have reached age 70 1/2, or (ii) if the Beneficiary is a
Non-Spouse Beneficiary, such Beneficiary may elect to defer receipt of the Vested Share for
up to five years from the date of death of the Member or Deferred Member or may elect to
receive a periodic distribution under Section 11.7(B), subject to such minimum distribution
rules as may be required by law or determined appropriate by the Plan Administrator. If the
value of the Vested Share to be distributed is $5,000 or more (effective January 1, 2006, is
greater than $1,000) and the Beneficiary does not file application for distribution of such
Vested Share nor elect to defer receipt of such Vested Share, (i) if the Beneficiary is a
spouse, then such Beneficiary shall be deemed to have elected to defer receipt of such Vested
Share until the Member or Deferred Member would have reached age 70 1/2, or (ii) if the
Beneficiary is a Non-Spouse Beneficiary, then such Beneficiary shall be deemed to have
elected to defer receipt of such Vested Share until the end of the calendar year following
the calendar year in which the death of the Member or Deferred



- 42 -









 







Member occurred. However, any
Beneficiary described in the preceding sentence may file application for distribution of all
or part of such Vested Share at any time prior to the date when such distribution is required
to be made, subject to a minimum distribution amount of $500 for partial distributions to
spouses, and subject to such minimum distribution rules as may be required by law or
determined appropriate by the Plan Administrator for partial distributions to Non-Spouse
Beneficiaries.




(D) ESOP Distributions. Notwithstanding the provisions of (A), (B), or (C), above,
and Section 11.5, effective November 29, 2001, a Member or Deferred Member may elect to
commence distribution of the value of his or her Vested Share invested in The Hartford
Financial Services Group, Inc. Stock Fund not later than one year after the end of the Plan
Year—




(i) in which the Member separates from service by reason of (a) Retirement in the
case of a Member with an original hire date with the Company before January 1, 2002,
(b) separation of service on or after reaching age 65 in the case of a Member with an
original hire date with the Company on or after January 1, 2002, (c) Disability, or
(d) death; or




(ii) which is the fifth Plan Year following the Plan Year in which the Member
otherwise separates from service, unless the Member is reemployed by the Company or
any subsidiary, affiliate or predecessor of the Company before such year.




Unless the Member or Deferred Member or Beneficiary otherwise elects, distribution of the
value of a Member’s Vested Share invested in The Hartford Financial Services Group, Inc.
Stock Fund will be made in substantially equal periodic payments of a period not longer than
the greater of—




(x) five years; or




(y) if the fair market value of the Vested Share invested in The Hartford Financial
Services Group, Inc. Stock Fund exceeds $885,000 (in 2006) as of the date
distribution is required to begin under this Article Eleven, five years plus an
additional one year (up to an additional five years) for each $175,000 increment or
fraction thereof by which such value exceeds $885,000. The dollar amounts prescribed
in this paragraph shall be adjusted for cost of living increases as prescribed by the
Secretary of the Treasury.


11.2 Manner of Requesting Distribution. All requests for any distributions permitted by
this Article Eleven shall be made in a manner and by the date required by the Plan Administrator.
No distribution will be made unless the procedures prescribed by the Plan Administrator are
properly followed.



11.3 Valuation of Distribution. Distributions will be valued as of the date that the Plan
Administrator (or designee) receives a properly completed distribution request, which date shall be
treated as the Valuation Date that applies to the distribution.



11.4 Time of Distribution. All distributions will be paid to the appropriate payee as soon
as practicable following the applicable Valuation Date. If part of a distribution is to be made in
the form of stock, the stock will be distributed after the cash part of the distribution. Unless a
Member so elects, payment of a


- 43 -









 






Member’s Vested Share shall commence no later than 60 days after the
close of the Plan Year in which the latest of the following occurs:





(1) The Member attains age 65,





(2) Occurs the 10th anniversary of the date on which the Member commenced
participation in the Plan, or




(3) The Member terminates Service with the Company and its affiliates.


11.5 Form of Distribution. Except as otherwise provided in the Plan, distributions shall
be made in a form determined under the rules of this Section.





(A) Stock and Cash Distributions. Distributions from The Hartford Financial
Services Group, Inc. Stock Fund shall be made in the form of The Hartford Stock, except
that: (i) fractional shares will be paid in cash, and (ii) a recipient may request that
such amounts be paid in cash. Distributions from any Investment Fund other than The
Hartford Financial Services Group, Inc. Stock Fund shall be paid in cash.




(B) Lump Sum Distributions. Distributions shall be paid in a single lump sum,
unless otherwise permitted by the Plan.




(C) Periodic Distributions. One of the two forms of periodic distribution
described in Section 11.6 below may be requested by (i) a Member whose employment terminates
after reaching age 55, (ii) a Member whose employment terminates before reaching age 55 due
to Retirement provided the Member has an original hire date with the Company before January
1, 2002, (iii) a Member whose employment terminates before reaching age 55 due to
Disability, and (iv) a Deferred Member who has reached age 55. Prior to November
29, 2001, periodic distributions shall be made in cash. Periodic distributions that
commence or are modified on or after November 29, 2001 shall be made in the form of The
Hartford Stock, or cash, or both, as provided in (A), above.




(D) Prior Plan Transfers. Alternative methods of distribution may apply to that
portion of an Account attributable to a Prior Plan Transfer.


11.6 Distribution of Periodic Payments. A person described in Section 11.5(C) may request
one of the forms of periodic distributions described in this Section.





(A) Annual Installments over a Selected Period of Years. Annual payments may be
made over a period of years selected by the recipient that does not exceed the lesser of (i)
30 years, or (ii) the applicable Distribution Period set forth in Appendix A. The first of
such payments shall be made as soon as practicable after the applicable Valuation Date, and
the remaining payments shall be made annually on each anniversary thereafter. The amount of
each payment shall be determined by multiplying the value of the recipient’s Accounts as of
the applicable Valuation Date by a fraction, the numerator of which shall be one, and the
denominator of which shall be the number of years in the selected period.



- 44 -









 






(B) Annual Installments over Expected Life. Annual payments may be made to a Member
over a period of years in an amount determined under Appendix A. The first of such payments
shall be made as soon as practicable after the applicable Valuation Date, and the remaining
payments shall be made annually on each anniversary thereafter. The amount of each payment
shall be determined by dividing the value of the recipient’s Accounts as of the applicable
Valuation Date
by the applicable Distribution Period set forth in Appendix A based upon the Member’s
attained age in the year of the distribution.




(C) Later Distribution of Lump Sum Payment. A person who previously requested
or is otherwise receiving a distribution of periodic payments under this Section may, at any
time thereafter, request a lump sum distribution of the value of any unpaid installments.
In addition, once the value of a Member’s or Deferred Member’s vested Accounts falls below
$1,000, the balance of the vested Accounts will be distributed to the Member or Deferred
Member in a single lump sum payment in lieu of any further installments.




(D) Minimum Required Distributions. Effective January 1, 2003, notwithstanding
anything in the Plan to the contrary, all distributions from the Plan shall be made in
accordance with Code Section 401(a)(9) and Final Treasury Regulations issued thereunder.



11.7 Distribution in the Event of Death.





(A) Death of Member or Deferred Member after Requesting Non-Periodic Distribution.
If a Member or Deferred Member requests a non-periodic distribution and dies after
the applicable Valuation Date or the issuance of any check or shares of The Hartford Stock
for any part of such distribution, but before negotiating any check comprising all
or a portion such distribution, the cash portion of the distribution shall be paid to his or
her estate. If such a person dies before the Valuation Date or issuance of a check
or shares of The Hartford Stock, then the distribution shall be paid to his or her
Beneficiary. For purposes of this paragraph, a check or share of stock will be considered
issued on the earlier of (i) the date of issuance shown on the check or stock certificate,
or (ii) the Valuation Date.




(B) Death of Member or Deferred Member after Requesting Periodic Distribution. If a
Member or Deferred Member requests a periodic distribution permitted by Section 11.6, but
dies before all of the installments comprising such distribution are paid, then if
the Beneficiary of such Member or Deferred Member is not a spouse, and if an installment is
paid with a Valuation Date that occurred before his or her death and before the negotiation
of the check comprising all or a portion of such installment, then such cash portion of the
installment shall be paid to his or her estate, and the remaining value of the Accounts in
question shall be paid to his or her Beneficiary in a single lump sum payment, unless such
Beneficiary elects to have payments made over a period not to exceed the Beneficiary’s life
expectancy. In the latter case, the first of such payments shall commence no later than the
end of the year following the year of the Member’s death, and the remaining payments shall
be made annually thereafter. The amount of each payment shall be determined by multiplying
the value of the Accounts as of the applicable Valuation Date by a fraction, the numerator
of which shall be one, and the denominator of which



- 45 -









 







shall be the number of years remaining
in the period. If the sole Beneficiary of the Member or Deferred Member is a spouse, then
such spouse Beneficiary may elect to have payments made over a period not to exceed the
spouse’s life expectancy recalculated annually. In such case, the first of such payments
shall commence no later than the end of the year following the year of the Member’s death,
or if the Member had not yet attained age 70 1/2, the year in which the Member
would have attained age 701/2, if later. Alternatively, the spouse may request a lump sum
distribution of the value of the Accounts as permitted by the Plan (and no deferral of
receipt of such value will be permitted).




(C) Death of Spouse Beneficiary. If a spouse Beneficiary with Accounts in the Plan
dies, payment of the remaining value of such Accounts shall be made to the Beneficiary of
such spouse, if any, or if none, to the estate of such spouse, in each case such payment to
be made in the form of a single lump sum payment.




(D) Proof of Death and Rights of Beneficiaries; Disputes. The Pension
Administration Committee and/or the Plan Administrator may require and rely on such proof of
death and such evidence of the right of any Beneficiary or other person to receive the
undistributed value of the Accounts of a deceased Member, Deferred Member or Beneficiary as
determined appropriate, and the determination of the rights of Beneficiaries or other
persons to receive payment shall be conclusive. Payment to any Beneficiary shall be final
and shall fully satisfy and discharge the obligation of the Plan with respect to any and all
Accounts of a deceased Member or Deferred Member. In the event of a dispute regarding an
Account, the Pension Administration Committee may make a final determination, or initiate or
participate in any action or proceeding as may be necessary or appropriate to determine any
Beneficiary under the Plan. During the pendency of any action or proceeding, the Pension
Administration Committee may deposit an amount equal to the disputed payment with a court
and such deposit shall relieve the Plan of all of its obligation with respect to any such
disputed Accounts. Alternatively such Committee, at its discretion, may direct any disputed
Accounts be invested in the Investment Fund involving the least risk of loss of assets (as
determined in the sole discretion of such Committee) pending resolution of the dispute
regarding such Accounts.



11.8 Direct Rollover of Certain Distributions.





(A) Effective Date. This Section 11.8 shall apply to distributions made on or
after December 31, 2001.




(B) Definitions. For purposes of this Section, the following definitions shall
apply:




(i) “Distributee” includes a Member or Deferred Member, his or her spouse
Beneficiary, and any spouse or former spouse who is an alternate payee under a QDRO
pursuant to Article Twelve.




(ii) “Eligible Rollover Distribution” is a distribution of any part of a person’s
Vested Share, except: (a) any distribution that is one of a series of substantially
equal periodic payments made for the life or life expectancy of the Distributee, or
for a specified period



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of ten years or more, (b) any distribution required under Code
Section 401(a)(9), (c) any hardship withdrawal under Section 10.2 of the Plan, (d)
any portion of a distribution not includable in gross income, and (e) any other
distribution that does not qualify as an eligible rollover distribution under the
Code. A portion of a distribution shall not fail to be an eligible rollover
distribution merely because the portion consists of after-tax
contributions which are not includible in gross income. However, such portion may be
transferred only to an individual retirement account or annuity described in Code
Section 408(a) or 408(b), or to a qualified defined contribution plan described in
Code Section 401(a) or 403(a) that agrees to separately account for amounts so
transferred, including separately accounting for the portion of such distribution
which is includible in gross income and the portion of such distribution which is not
so includible.




(iii) “Eligible Retirement Plan” means (a) an individual retirement account described
in Code Section 408(a), (b) an individual retirement annuity described in Code
Section 408(b), (c) an annuity plan described in Code Section 403(a), (d) a qualified
plan described in Code Section 401(a) that accepts the Eligible Rollover
Distribution, (e) an annuity contract described in Code Section 403(b), or (f) an
eligible plan under Code Section 457(b) which is maintained by a state, a political
subdivision of a state, or any agency or instrumentality of a state or political
subdivision of a state, and which agrees to separately account for amounts
transferred into such plan from this Plan. The definition of Eligible Retirement Plan
shall also apply in the case of a distribution to a surviving spouse, or to a spouse
or former spouse who is the alternate payee under a qualified domestic relations
order, as defined in Code Section 414(p).




(iv) “Direct Rollover” means a payment by the Plan directly to the Eligible
Retirement Plan specified by the distributee in cash and/or shares.




(C) Ability to Request a Direct Rollover. If the Plan Administrator determines that
a withdrawal or distribution hereunder qualifies as an Eligible Rollover Distribution, the
Distributee may request a Direct Rollover of all or part of such withdrawal or distribution
to one or two Eligible Retirement Plans that accept such Direct Rollover.




(D) Direct Rollovers Not Permitted in Certain Circumstances. In the event that the
provisions of this Section 11.8 or any part hereof ceases to be required by law, than this
Section or the part not required automatically shall be of no further force or effect.


11.9 Elective Transfers From Plan. A distribution or withdrawal from the Plan shall be
eligible for an elective transfer to a qualified transferee employee plan, and as such will
generally be treated as a distribution of a Member’s accrued benefit under the Plan (but shall not
be treated as a distribution for purposes of the minimum distribution requirements of Code Section
401(a)(9)), only if all of the following requirements are satisfied: (A) the transfer must be
payable proximate to, and solely on account of, a disposition of assets or a subsidiary described
in Code Sections 401(k)(10), (B) the transfer must satisfy the requirements of Code Section 414(l),
(C) the transfer must be conditioned upon a voluntary, fully informed election by the Member to
make the transfer, and in making such election, the Member must have the option of retaining his or
her Account benefits (including all optional forms of


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 benefit) under this Plan, (D) if Code
Sections 401(a)(11) and 417 otherwise apply to the Account, the spousal consent requirements of
those Section must be met with respect to the transfer, (E) the notice requirement described in
Code Section 417, if applicable, must be met with respect to the Member and spousal transfer
election, (E) the Accounts to be transferred must be eligible for immediate distribution or
withdrawal under the Plan, (F) the amount of the benefit transferred must be equal to the
transferor’s
entire nonforfeitable Account balance under the Plan, and (G) the Member must be fully vested in
the transferred benefit under the transferee plan.



11.10 Procedure where Person is Unable to be Located. If the Plan Administrator is unable
to locate any person who is or may become entitled to a benefit under the Plan because the identity
or whereabouts of the person cannot be ascertained, the Plan Administrator shall give written
notice addressed to such person at his or her last known address as shown on the records of the
Company, unless the amount of such benefit is $500.00 or less. This amount shall automatically be
forfeited, without notice, if determined appropriate by the Plan Administrator, and such forfeiture
shall be applied to reduce future Company Contributions, subject to reinstatement, if a proper
application for such amount is subsequently made. Any reinstatement shall be made with interest,
which for purposes of this Section means, for any particular year, interest at the January first
Federal mid-term interest rate published by the Internal Revenue Service for that year, such
January first rate to apply on a prorated basis to all months in such year, and such interest to be
compounded annually. If the amount of such benefit is greater than $500.00, the amount of such
benefit for such person shall continue to be maintained in the Plan until the earlier of: (A) the
date such person makes application therefor, (B) the third anniversary of the date the Plan
Administrator first gave notice to such person as provided in this Section, or (C) the day before
such benefit would otherwise escheat under any applicable law. If the Plan Administrator, by
making reasonably diligent effort, cannot locate such person within the time described in the
preceding sentence, the amount of such person’s benefit under the Plan shall be forfeited, and such
forfeiture shall be applied to reduce future Company Contributions, subject to reinstatement, upon
proper application as stated in this section.




ARTICLE TWELVE

QUALIFIED DOMESTIC RELATIONS ORDERS



12.1 Procedures for QDROs. The Pension Administration Committee shall establish
procedures consistent with Code Section 414(p) to determine the qualified status of any Domestic
Relations Order, which shall be referred to herein as a “DRO” and which means a judgment, decree or
order or any modification thereof (including approval of a property settlement agreement) that (A)
relates to the provision of child support, alimony payments or marital property rights to a spouse,
former spouse, child, or other dependent of a Member, and (B) is made pursuant to a state domestic
relations law (including a community property law). Such Committee shall also establish procedures
to administer any QDRO (as defined below), and to provide all notices required by Code Section
414(p) to the Member, and to the Alternate Payee, which shall mean a spouse, former spouse, child
or other dependent of a Member who is recognized by a DRO as having a right to receive all, or a
portion of, the benefits payable under the Plan with respect to such Member. All procedures so
established shall be binding on all Members, Deferred Members and Alternate Payees. The Pension
Administration Committee may charge a fee to the Accounts of a Member, Deferred Member or Alternate
Payee for processing of a DRO.




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12.3 Determination of QDRO Status. Within a reasonable period of time after the receipt
of a DRO (or any modification thereof), the Pension Administration Committee or designee shall
determine whether such order qualifies as a qualified domestic relations order under Code Section
414(p). Any DRO that so qualifies shall be considered a “QDRO” for purposes of this Article Twelve.
A DRO shall not fail to qualify as a QDRO merely because it provides for payment to the Alternate
Payee before the Member’s Termination of Employment.



12.4 Establishment of Temporary Holding Account. If, during any period in which the issue
of whether a DRO qualifies as a QDRO is being determined, an Alternate Payee would be entitled to
payment if the order were determined to be a QDRO, the Pension Administration or designee shall
cause to be segregated in a separate account all amounts that would be payable to the Alternate
Payee during such period if the order were determined to be a QDRO. Notwithstanding anything
herein to the contrary, (A) any amounts held in such an account shall not be eligible for
withdrawal or distribution from the Plan, and (B) such amounts shall not be counted in determining
the maximum amount available for a loan under Article Nine.



12.5 Payment from Temporary Holding Account in Certain Cases. If, by the expiration of the
18 month period beginning on the date the first payment would be required to be made to an
Alternate Payee under a DRO, either (i) it is determined that the DRO does not qualify as a QDRO,
or the issue as to whether the DRO so qualifies has not been resolved, the Pension Administration
Committee or designee shall cause to be paid all amounts which have been segregated pursuant to
Section 12.4, including any earnings having accrued thereon, to the person who would have been
entitled to such amounts if there had been no DRO. Notwithstanding the foregoing, if the Member or
his or her Beneficiaries are not yet entitled, or have not elected, to receive benefit payments
under the Plan, such segregated amounts, including all earnings having accrued thereon, shall be
restored to the Member’s Accounts and invested in accordance with the investment election most
recently submitted by the Member under Article Eight.



12.6 Payment to Alternate Payee of Order if Determined to be a QDRO. If a QDRO is
determined to exist, (i) the Trustee shall be instructed to apply, on a prospective basis, the
terms and provisions of such QDRO, and (ii) any unpaid amounts segregated under this Article Twelve
shall be paid to the applicable Alternate Payee in accordance with the QDRO.



12.7 Subsequent Determination or Order to be Applied Prospectively. If , after the
expiration of the 18-month period beginning on the date the first payment would be required to be
made to an Alternate Payee under a DRO, such DRO is determined to qualify as a QDRO, such QDRO
shall be applied prospectively only.




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ARTICLE THIRTEEN

GENERAL MATTERS

RELATING TO COMMITTEES



13.1 Appointment of Committees. The Board of Directors of Hartford Fire has
appointed a Pension Administration Committee, an Investment and Savings Plan Investment Committee,
and a Hardship Committee, each such Committee to be comprised of the number of members set forth
herein. On and after June 1, 2004, each Committee in its discretion shall appoint additional
members to the respective Committee and accept resignations from existing members, which
appointments and acceptances will be final unless otherwise determined by the Board of Directors of
Hartford Fire. Each Committee shall have a Chairman as designated by the Board of Directors of
Hartford Fire prior to June 1, 2004 (or as subsequently designated by the Committee) from among its
regular members, and shall also designate a Secretary who may be, but need not be, one of the
members thereof. Any person so appointed may resign at any time by delivering his or her written
resignation to the Secretary of Hartford Fire and the Chairman or Secretary of his or Committee.



The Pension Administration Committee shall be comprised of not less than five persons. The
Investment and Savings Plan Investment Committee shall be comprised of not less than four persons,
and the Hardship Committee shall be comprised of not less than three persons. Notwithstanding any
vacancies, the Pension Administration Committee and the Investment and Savings Plan Investment
Committee each may act as long as there are at least three members thereof, and the Hardship
Committee may act as long as there are at least two members thereof.



13.2 Committees to be Named Fiduciaries. Each Committee appointed pursuant to the Plan is
designated as a named fiduciary within the meaning of Section 402(a) of ERISA.



13.3 Authority of Committees. Each Committee shall have the authority, powers and
responsibilities set forth in the Plan, and shall also have such authority, powers and
responsibilities as may from time to
time be delegated or allocated to them by resolutions of the Board of Directors, including, but not
limited to, powers reserved to the Board of Directors to the extent specifically delegated to a
particular Committee by the Board of Directors.



13.4 Action by Committees. Action by each Committee may be taken by majority vote of its
members and/or alternate members at a meeting upon such notice, or upon waiver of notice, and at
such time and place as each Committee may determine from time to time; or action may be taken by
written consent of a majority of the members of the Committee without a meeting with the same
effect for all purposes as if assented to at a meeting.



13.5 Policies and Procedures of Committees. Each Committee shall establish such policies,
procedures, rules and regulations as such Committees may deem necessary to carry out the provisions
of the Plan and transactions of their business.




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13.6 Appointment of Subcommittees. Each Committee may appoint from among their members
such subcommittees with such powers as may be determined appropriate by the appointing Committee,
and each may authorize one or more of its members or any agent to execute or deliver any
instrument, make any payment, or take any other action on behalf of the appointing Committee.



13.7 Delegation of Committee Authority. Each Committee may in its sole discretion
delegate to one or more of its members or alternate members, or to an administrator or manager, or
to such other individual or agent as may be selected by the Committee, all or a portion of its
authority, powers and responsibilities, including the authority to supervise the conduct of the
daily affairs of the Committee, or to take any other action on behalf of the delegating Committee
as may be determined appropriate by the Committee in its sole discretion (including the execution
or delivery of any instrument or the making of any payment on behalf of the Committee), each of
which of the foregoing shall be carried out in accordance with the provisions of the Plan and any
policies which may from time to time be established by the delegating Committee.



13.8 Use of Experts by Committees. Each Committee may retain counsel and other independent
advisors, employ agents and provide for such clerical, accounting and other services as it may
require in carrying out its responsibilities under the Plan. To the extent permitted by law, and
to the extent not otherwise paid by the Company, expenses associated with such services shall be
paid from the assets of the Plan.



13.9 Compensation of Committee Members. No member of any Committee shall receive any
compensation for his or her services as such, and except as required by law, no bonds or other
security shall be required of him or her in such capacity in any jurisdiction.



13.10 Liability of Committee Members. Each of the members of the Committees shall use that
degree of care, skill, prudence and diligence in carrying out their duties that a prudent person,
acting in a like capacity and familiar with such matters, would use in the conduct of a similar
situation. Committee members shall not be liable for the breach of fiduciary responsibility of
another fiduciary unless: (A) he or she participates knowingly in, or knowingly undertakes to
conceal, an act or omission of such other fiduciary, knowing such act or omission is a breach, (B)
by his or her failure to discharge his or her duties solely in the interest of the Members and
other persons entitled to benefits under the Plan, for the exclusive purpose of providing benefits
and defraying reasonable expenses of administering the Plan not met by the Company, he or she has
enabled such other fiduciary to commit a breach, (C) he or she has knowledge of a breach by such
other fiduciary and does not make reasonable efforts to remedy the breach, or (D) if the Committee
of which he or she is a member improperly allocates responsibilities among its members or to others
and he or she fails to review prudently such allocation.




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ARTICLE FOURTEEN

ADMINISTRATION OF PLAN -

PENSION ADMINISTRATION COMMITTEE



14.1 Composition of Pension Administration Committee. The Pension Administration
Committee shall be comprised of not less than five members. Notwithstanding any vacancies in
memberships, the Pension Administration Committee may act so long as at least three memberships are
filled.



14.2 Authority and Responsibilities of Pension Administration Committee. The Pension
Administration Committee shall be responsible, except as otherwise herein expressly provided, for
general supervision of the administration of the Plan. Said Committee shall also have such
authority, powers and responsibilities as are set forth in the Plan or may be delegated by the
Board of Directors as provided in Article Thirteen. Said Committee shall also have the right to
exercise powers reserved to the Board of Directors hereunder, including the right to amend the
Plan, to the extent that, in the judgment of said Committee, the exercise of such powers does not
involve any material cost to the Company.



14.3 Confidentiality of Information. For purposes of the regulations under Section 404(c)
of ERISA, the Pension Administration Committee shall be designated the fiduciary responsible for
safeguarding the confidentiality of all information relating to the purchase, sale and holding of
employer securities and the exercise of shareholder rights appurtenant thereto. The Pension
Administration Committee shall safeguard such information pursuant to written procedures providing
for such confidentiality. In addition, for purposes of avoiding any situation for undue employer
influence in the exercise of any shareholder rights, the Pension Administration Committee shall
appoint an independent fiduciary, who shall not be affiliated with any sponsor of the Plan, to
ensure the maintenance of confidentiality pursuant to the regulations under Section 404(c) of
ERISA.



14.4 Interpretation of the Plan. Except as to matters which are required by law to be
determined or performed by the Board of Directors, or which from time to time the Board of
Directors may reserve to itself or allocate or delegate to officers of Hartford Fire or to another
Committee, the Pension Administration Committee shall have the full discretionary authority to
determine all questions and to make all factual determinations regarding any and all matters
arising in the administration, interpretation and application of the Plan, including but not
limited to the right to remedy possible ambiguities, inequities, inconsistencies or omissions, and
including but not limited to questions of interpretation with respect to eligibility to
participate, employment status, amount and timing of benefits payable under the Plan and all other
definitions and questions of interpretation. Such determinations and interpretations shall be
final, conclusive and binding on all parties who have a claim or interest under the Plan.



14.5 Delegation of Authority to Plan Administrator. The Pension Administration Committee
may delegate to the Plan Administrator or other administrator the responsibility of administering
and operating the details of the Plan in accordance with the provisions of the Plan and any
policies which may from time to time be established by the Pension Administration Committee. The
Plan Administrator shall be Hartford Fire’s Vice President, Employee Benefits (or successor or
other person


- 52 -









 






 holding a similar
position). Except as to matters which are required by law to be determined or performed by the
Board of Directors, or which from time to time the Board of Directors may reserve to itself or
allocate or delegate to officers of Hartford Fire or to another Committee, and except as otherwise
provided in the Plan or by the Pension Administration Committee, the Plan Administrator shall have
the full discretionary authority to determine all questions and to make all factual determinations
regarding any and all matters arising in the administration, interpretation and application of the
Plan, including but not limited to the right to remedy possible ambiguities, inequities,
inconsistencies or omissions, and including but not limited to questions of interpretation with
respect to eligibility to participate, employment status, amount and timing of benefits payable
under the Plan and all other definitions and questions of interpretation. Such determinations and
interpretations shall be final, conclusive and binding on all parties who have a claim or interest
under the Plan.




ARTICLE FIFTEEN

MANAGEMENT OF INVESTMENT FUNDS -

INVESTMENT AND SAVINGS PLAN INVESTMENT COMMITTEE



15.1 Composition of Investment and Savings Plan Investment Committee. The Investment
and Savings Plan Investment Committee shall be comprised of not less than four members.
Notwithstanding any vacancies in memberships, the Investment and Savings Plan Investment Committee
may act so long as at least three memberships are filled.



15.2 Authority and Responsibilities of Investment and Savings Plan Investment Committee.
The Investment and Savings Plan Investment Committee shall be responsible, except as otherwise
herein expressly provided, for directing and coordinating all activity relating to the investment
management of the assets of the Plan. Said Committee shall also have such authority, powers and
responsibilities as are set forth in the Plan or may be delegated by the Board of Directors as
provided in Article Thirteen, including, but not limited to the following: (A) Establishment of
one or more trusts for the Plan and any funding agreements for the Plan, (B) Selection and
appointment of the Trustee and any funding agents, (C) Provision, consistent with the provisions
of the Plan and applicable trusts, of direction to the Trustee, which may involve but need not be
limited to direction of investment of all or a part of the Plan assets, and (D) Appointment and
provision for use of investment advisors and investment managers. In discharging the foregoing
responsibilities, the Investment and Savings Plan Investment Committee shall evaluate and monitor
the investment performance of the Trustee and investment managers, if any.



15.3 Trust Fund. All of the funds of the Plan shall be held by a Trustee appointed from
time to time by the Investment and Savings Plan Investment Committee in one or more trusts under a
trust instrument or instruments approved or authorized by said Committee for use in providing the
benefits of the Plan; provided that no part of the corpus or income of the Trust Fund shall be used
for, or diverted to, purposes other than for the exclusive benefit of Members, Deferred Members and
Beneficiaries.




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15.4 Reports to Members and Deferred Members. At least annually at a time to be
determined by the Pension Administration Committee, each Member and Deferred Member shall be
furnished a statement setting forth the value of each of his or her Accounts, together with a
statement of the amounts contributed to each such Account by the Member or Deferred Member and by
the Company and the vested amount of the Company Contribution Account or the earliest time a
portion of the Company Contribution Account will become vested.



15.5 Fiscal Year. The fiscal year of the Plan and the trust shall end on the 30th day of
December in 1997, and shall end on the 31st day of December in years after 1997 or such other date
as may be designated by the Investment and Savings Plan Investment Committee.




ARTICLE SIXTEEN

HARDSHIP WITHDRAWALS -

HARDSHIP COMMITTEE



16.1 Composition of Hardship Committee. The Hardship Administration Committee shall
be comprised of not less than three members. Notwithstanding any vacancies in memberships, the
Hardship Committee may act so long as at least two memberships are filled.



16.2 Authority and Responsibilities of Hardship Committee. The Hardship Committee shall
be responsible, except as otherwise herein expressly provided, for determining whether a bona fide
financial hardship exists as a condition for a Member’s withdrawal from his or her Supplemental
Before-Tax Investment Account and his or her Basic Before-Tax Investment Account under the Plan.
Said Committee shall also have such authority, powers and responsibilities as are set forth in the
Plan or may be delegated by the Board of Directors as provided in Article Thirteen.



16.3 Determination of Financial Hardship. In determining whether a bona fide financial
hardship exists in a particular case, the Hardship Committee shall take into account all pertinent
facts and circumstances and shall base its determination on the meaning of the term hardship under
the applicable tax laws, including cases and Internal Revenue Service guidelines. A determination
by the Hardship Committee as to the existence or absence of a hardship shall be final, conclusive
and binding on all parties.




ARTICLE SEVENTEEN

GENERAL AND ADMINISTRATIVE PROVISIONS



17.1 No Right to Employment. Nothing herein contained nor any action taken under the
provisions hereof shall be construed as giving any Employee the right to be retained in the employ
of the Company.




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17.2 Inalienability of Benefits. Except as specifically provided in the Plan or as may be
required under the terms of a QDRO, or pursuant to the requirements of Code Section 401(a)(13)(C),
or as applicable law may otherwise require, no benefit under the Plan shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and
any attempts so to do shall be void, nor shall any such benefit be in any manner liable for or
subject to debts, contracts, liabilities, engagements or torts of the person entitled to such
benefit; and in the event that the Pension Administration Committee shall find that any Member,
Deferred Member or Beneficiary who is or may become entitled to benefits hereunder has become
bankrupt or that any attempt has been made to anticipate, alienate, sell, transfer, assign, pledge,
encumber or charge any of his or her benefits under the Plan, except as specifically provided in
the Plan or as applicable law may otherwise require, then such benefit shall cease and terminate,
and in that event the Pension Administration Committee shall hold or apply the same to or for the
benefit of such Member, Deferred Member or Beneficiary who is or may become entitled to benefits
hereunder, his or her spouse, children, parents or other blood relatives, or any of them.



17.3 Source of Benefit Payments. Benefits under the Plan shall be payable only out of the
Trust Fund, and the Company shall not have any legal obligation, responsibility or liability to
make any direct payment of benefits under the Plan. Neither the Company nor the Trustee guarantees
the Trust Fund against any loss or depreciation or guarantees the payment of any benefit hereunder.
No person shall have any rights under the Plan with respect to the Trust Fund, or against the
Company, except as specifically provided for herein.



17.4 Payment of Expenses. Direct charges and expenses arising out of the purchase or sale
of securities and taxes levied on or measured by such transactions, and any investment management
fees, with respect to any fund, may be paid in part by the Company. Any such charges, expenses,
taxes and fees not paid by the Company shall be paid from the fund with respect to which they are
incurred. An annual charge to the Trust Fund of up to 0.25% of the market value of the assets held
by such Trust Fund shall be charged and applied to satisfy expenses incurred in conjunction with
Plan administration, including, but not limited to, investment management, Trustee, record keeping,
audit fees, fees for legal services to the extent permitted by applicable law, and expenses of the
Investment and Savings Plan Investment Committee, the Pension Administration Committee, and the
Hardship Committee described in Section 13.8. In addition, the Pension Administration Committee
may charge fees directly to Accounts of Members, Deferred Members, Alternate Payees and
Beneficiaries for Plan transactions, including but not limited to fees for new loans, annual loan
maintenance, withdrawals and processing of Domestic Relations Orders. The Company shall pay all
other expenses reasonably incurred in administering the Plan



17.5 Relief from Liability. The Plan is intended to constitute a Plan as described in
Section 404(c) of ERISA and Title 29 of the Code of Federal Regulations Section 2550.404c-1. The
Plan fiduciaries are relieved of any liability for any losses that are the direct and necessary
result of investment instructions given by any Member, Deferred Member or Beneficiary.



17.6 Uniform Action by Certain Committees. Action by the Pension Administration Committee
and the Hardship Committees shall be uniform in nature as applied to all persons similarly
situated, and no


- 55 -









 






such action shall be taken which will discriminate in favor of any Members who are Highly
Compensated Employees.



17.7 Amendment of Plan. The Board of Directors reserves the right at any time and from
time to time, and retroactively if deemed necessary or appropriate to conform with governmental
regulations or other policies, to modify or amend in whole or in part any or all of the provisions
of the Plan; provided that no such modification or amendment shall (A) make it possible for any
part of the funds of the Plan to be used for, or diverted to, purposes other than for the exclusive
benefit of Members, Deferred Members and Beneficiaries, or (B) increase the duties of the Trustee
without its consent thereto in writing. Except
as may be required to conform with governmental regulations, no such amendment shall adversely
affect the rights of any Member or Deferred Member with respect to contributions made on his or her
behalf prior to the date of such amendment.



17.8 Merger or Consolidation of Plan. The Plan may not be merged or consolidated with, nor
may its assets or liabilities be transferred to, any other plan unless each Member or Deferred
Member under the Plan would, if the resulting plan were then terminated, receive a benefit
immediately after the merger, consolidation, or transfer which is equal to or greater than the
benefit he or she would have been entitled to receive immediately before the merger, consolidation,
or transfer if the Plan had then terminated.



17.9 Termination of Plan. The Plan is entirely voluntary on the part of the Company. The
Board of Directors reserves the right at any time to terminate the Plan, the trust agreement and
the trust hereunder or to suspend, reduce or partially or completely discontinue contributions
thereto. In the event of such termination or partial termination of the Plan or complete
discontinuance of contributions, the interests of Members and Deferred Members shall automatically
become nonforfeitable. In the event of such termination or partial termination or complete
discontinuance, any forfeitures not previously applied in accordance with Article Five shall be
credited ratably to the Accounts of all Members and Deferred Members in proportion to the amounts
of Matching Company Contributions made under Article Five credited during the current calendar
year, or, if no Matching Company Contributions have been made during the current calendar year,
then in proportion to such Matching Company Contributions during the last previous calendar year
during which such Matching Company Contributions were made.



17.10 Headings and Word Usage. The headings used in this Plan are used for convenience of
reference and in the case of any conflict, the text of the Plan, rather than any headings, shall
control. Words used in the singular are intended to include the plural, whenever appropriate.




17.11
Construction. The Plan shall be construed, regulated and administered in accordance
with the laws of the State of New York, subject to the provisions of
applicable Federal laws.



17.12 Tax Withholding. The Plan Administrator shall have the right, to the extent not
prohibited by law, to make such provisions as deemed appropriate in its sole discretion to satisfy
any obligation of the Company to withhold federal, state or local income or other taxes incurred by
reason of the operation of the Plan or benefits provided under the Plan, including but not limited
to at any time (i) requiring a Participant to submit payment to the Company for such taxes before
paying benefits under the Plan or making settlement of any amount due under the Plan, (ii)
withholding such taxes from wages or other amounts due to a Participant before paying benefits
under the Plan or making settlement of any amount


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due under the Plan, (iii) making settlement of any amount due under the Plan part in shares of
common stock of The Hartford and part in cash to facilitate satisfaction of such withholding
obligations, or (iv) receiving shares of common stock of the Hartford already owned by a
Participant or withholding such shares otherwise due to a Participant in an amount determined
necessary to satisfy such withholding obligations.





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APPENDIX A: Distribution Table




	 	 	 	 	 
	Age of the Employee	 	Distribution Period
	70

	 	 	27.4	 
	71

	 	 	26.5	 
	72

	 	 	25.6	 
	73

	 	 	24.7	 
	74

	 	 	23.8	 
	75

	 	 	22.9	 
	76

	 	 	22.0	 
	77

	 	 	21.2	 
	78

	 	 	20.3	 
	79

	 	 	19.5	 
	80

	 	 	18.7	 
	81

	 	 	17.9	 
	82

	 	 	17.1	 
	83

	 	 	16.3	 
	84

	 	 	15.5	 
	85

	 	 	14.8	 
	86

	 	 	14.1	 
	87

	 	 	13.4	 
	88

	 	 	12.7	 
	89

	 	 	12.0	 
	90

	 	 	11.4	 
	91

	 	 	10.8	 
	92

	 	 	10.2	 
	93

	 	 	9.6	 
	94

	 	 	9.1	 
	95

	 	 	8.6	 
	96

	 	 	8.1	 
	97

	 	 	7.6	 
	98

	 	 	7.1	 
	99

	 	 	6.7	 
	100

	 	 	6.3	 
	101

	 	 	5.9	 
	102

	 	 	5.5	 
	103

	 	 	5.2	 
	104

	 	 	4.9	 
	105

	 	 	4.5	 
	106

	 	 	4.2	 
	107

	 	 	3.9	 
	108

	 	 	3.7	 
	109

	 	 	3.4	 
	110

	 	 	3.1	 
	111

	 	 	2.9	 
	112

	 	 	2.6	 
	113

	 	 	2.4	 
	114

	 	 	2.1	 
	115 and older

	 	 	1.9	 







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