EXHIBIT 10.03



 








Exhibit 10.03




THE HARTFORD DEFERRED COMPENSATION PLAN




ARTICLE I

PURPOSE



1.1 Purpose. The purpose of the Plan is to provide, in the discretion of the
Committee, an opportunity for certain Key Employees and Directors to defer the
receipt of certain Eligible Compensation to the extent provided herein. The
Plan is intended to constitute an unfunded and unsecured deferred compensation
arrangement for a select group of management or highly compensated individuals
for purposes of ERISA. The Plan restates the terms of certain unfunded and
unsecured deferred compensation arrangements established for such employees by
ITT Corporation and The Hartford in 1994 and 1995, and continued by The
Hartford to the extent provided hereunder. Capitalized terms used in the Plan
shall have the meanings provided herein.




ARTICLE II

DEFINITIONS



The following terms shall have the following meanings for purposes of the Plan:



“Account” means any account maintained on behalf of a Participant pursuant to
the Plan.



“Act” means the Securities Exchange Act of 1934, as amended.



“Beneficial Owner” means any Person who, directly or indirectly, has the right
to vote or dispose of or has “beneficial ownership” (within the meaning of Rule
13d-3 under the Act) of any securities of a company, including any such right
pursuant to any agreement, arrangement or understanding (whether or not in
writing), provided that: (A) a Person shall not be deemed the Beneficial Owner
of any security as a result of an agreement, arrangement or understanding to
vote such security (i) arising solely from a revocable proxy or consent given
in response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the Act and the applicable rules and regulations thereunder,
or (ii) made in connection with, or to otherwise participate in, a proxy or
consent solicitation made, or to be made, pursuant to, and in accordance with,
the applicable provisions of the Act and the applicable rules and regulations
thereunder, in either case described in clause (i) or (ii) above, whether or
not such agreement, arrangement or understanding is also then reportable by
such Person on Schedule 13D under the Act (or any comparable or successor
report); and (B) a Person engaged in business as an underwriter of securities
shall not be deemed to be the Beneficial Owner of any security acquired through
such Person’s participation in good faith in a firm commitment underwriting
until the expiration of forty days after the date of such acquisition.




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Amended and Restated as of October 16, 2003




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“Board of Directors” means the Board of Directors of The Hartford Financial
Services Group, Inc.



“Change of Control” means:





(A) a report on Schedule 13D shall be filed with the Securities and
Exchange Commission pursuant to Section 13(d) of the Act disclosing that
any Person, other than The Hartford or a subsidiary of The Hartford or
any employee benefit plan sponsored by The Hartford or a subsidiary of
The Hartford, is the Beneficial Owner directly or indirectly of twenty
percent or more of the outstanding stock of The Hartford entitled to vote
in the election of directors of The Hartford;




(B) any Person, other than The Hartford or a subsidiary of The Hartford
or any employee benefit plan sponsored by The Hartford or a subsidiary of
The Hartford, shall purchase shares pursuant to a tender offer or
exchange offer to acquire any stock of The Hartford (or securities
convertible into stock) for cash, securities or any other consideration,
provided that after consummation of the offer, the Person in question is
the Beneficial Owner of fifteen percent or more of the outstanding stock
of The Hartford entitled to vote in the election of directors of The
Hartford (calculated as provided in paragraph (d) of Rule 13d-3 under the
Act in the case of rights to acquire stock);




(C) any merger, consolidation, recapitalization or reorganization of The
Hartford approved by the stockholders of The Hartford shall be
consummated, other than any such transaction immediately following which
the persons who were the Beneficial Owners of the outstanding securities
of The Hartford entitled to vote in the election of directors of The
Hartford immediately prior to such transaction are the Beneficial Owners
of at least 55% of the total voting power represented by the securities
of the entity surviving such transaction entitled to vote in the election
of directors of such entity (or the ultimate parent of such entity) in
substantially the same relative proportions as their ownership of the
securities of The Hartford entitled to vote in the election of directors
of The Hartford immediately prior to such transaction; provided that,
such continuity of ownership (and preservation of relative voting power)
shall be deemed to be satisfied if the failure to meet such threshold (or
to preserve
such relative voting power) is due solely to the acquisition of voting
securities by an employee benefit plan of The Hartford, such surviving
entity or any subsidiary of such surviving entity;




(D) any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all the assets of
The Hartford approved by the stockholders of The Hartford shall be
consummated; or




(E) within any 24 month period, the persons who were directors of The
Hartford immediately before the beginning of such period (the “Incumbent
Directors of The Hartford”) shall cease (for any reason other than death) to constitute at
least a majority of the board of directors of The Hartford or the board
of directors of any successor to The Hartford, provided that any director
of The Hartford who was not a director of



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The Hartford at the beginning
of such period shall be deemed to be an Incumbent Director of The
Hartford if such director (1) was elected to the board of directors of
The Hartford by, or on the recommendation of or with the approval of, at
least two-thirds of the directors of The Hartford who then qualified as
Incumbent Directors of The Hartford either actually or by prior operation
of this clause (E), and (2) was not designated by a Person who has
entered into an agreement with The Hartford to effect a transaction
described in paragraph (C) or paragraph (D) of this definition of Change
of Control;


provided that, notwithstanding any provision in this Plan to the contrary, in
the event of a Change of Control as described in paragraph (C) or paragraph (D)
of this definition of Change of Control, in the case of a Key Employee or
Director whose employment or service on the Board of Directors involuntarily
terminates on or after the date of a shareholder approval described in either
of such paragraphs but before the date of a consummation described in either of
such paragraphs, the date of such termination shall be deemed for purposes of
the Plan to be the day following the date of the applicable consummation.



“Committee” means the Compensation and Personnel Committee of the Board of
Directors, or such other Committee as the Board may designate to administer the
Plan pursuant to Article VII.



“Director” means a member of the Board of Directors who is not an employee of a
Participating Company.



“Eligible Compensation” means the amount of compensation of a Key Employee or
Director, if any, designated by the Committee in its sole discretion as
eligible for deferral under the Plan, which may include (A) the cash amount,
if any, which may become payable to a Key Employee pursuant to a Participating
Company’s executive bonus program, (B) the cash amount, if any, which may
become payable to a Key Employee pursuant to a Participating Company’s life
sales incentive payment program, (C) the cash amount of commissions (net of
expense reimbursements), if any, which may become payable to certain
wholesalers under the sales incentive program established for wholesalers by
Planco Financial Services, Inc., (D) the cash amount, if any, which may become
payable as a sign-on bonus to a person expected to become a Key Employee, (E)
the cash amount, if any, which may be contributed to the Plan by a
Participating Company on behalf of a Key Employee in lieu of Excess
Contributions under the Excess Savings Plan, (F) the amount of any cash
compensation which may become payable to a Director for service on the Board of
Directors, and (G) the amount of any such other compensation of a Key Employee
of a Participating Company or a Director as the Committee may deem appropriate
for deferral in accordance with the Plan.



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



“Excess Contributions” shall mean, collectively, Excess Floor Company
Contributions and Excess Matching Company Contributions.




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“Excess Floor Company Contribution” shall have the meaning assigned by the
Excess Savings Plan.



“Excess Matching Company Contribution” shall have the meaning assigned by the
Excess Savings Plan.



“Excess Savings Plan” means The Hartford Excess Savings Plan IA, as may be
amended from time to time, and any successor Plan thereto.



“Hypothetical Investment Fund” means a mutual fund or other investment vehicle
or measure or index of investment performance selected by the Committee to
determine the hypothetical investment experience of Participant Accounts
pursuant to Article IV.



“Incentive Stock Plan” means The Hartford Incentive Stock Plan, as may be
amended from time to time, and any successor Plan thereto.



“Investment and Savings Plan” means The Hartford Investment and Savings Plan,
as may be amended from time to time, and any successor Plan thereto.



“Key Employee” shall have the meaning assigned by the Incentive Stock Plan.



“Participant” means a Key Employee or Director who properly elects to
participate in the Plan pursuant to Article III.



“Participating Company” shall have the meaning assigned by the Incentive Stock
Plan.



“Person” has the meaning ascribed to such term in Section 3(a)(9) of the Act,
as supplemented by Section 13(d)(3) of the Act; provided, however, that Person
shall not include (A) The Hartford, any subsidiary of The Hartford or any
Person controlled by The Hartford, (B) any trustee or other fiduciary holding
securities under any employee benefit plan of The Hartford or of any subsidiary
of The Hartford, or (C) a corporation owned, directly or indirectly, by the
stockholders of The Hartford in substantially the same proportions as their
respective ownership of securities of The Hartford.



“Plan” means this plan- The Hartford Deferred Compensation Plan, as may be
amended from time to time.



“Plan Administrator” shall have the meaning assigned by Article VII of the
Plan.




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“Potential Change of Control” means:





(A) A Person shall commence a tender offer, which if successfully
consummated, would result in such Person being the Beneficial Owner of at
least 15% of the stock of The Hartford entitled to vote in the election
of directors of The Hartford;




(B) The Hartford enters into an agreement, the consummation of which
would constitute a Change of Control;




(C) Solicitation of proxies for the election of directors of The
Hartford by anyone other than The Hartford, which, if such directors were
elected, would result in the occurrence of a Change of Control as
described in paragraph (E) of the definition of Change of Control in this
Plan; or




(D) Any other event shall occur which is deemed to be a Potential Change
of Control by the Board of Directors, the Committee, or any other
appropriate committee of the Board of Directors in its sole discretion.


“The Hartford” means The Hartford Financial Services Group, Inc., or a
successor by merger, purchase or otherwise.



“Valuation Date” means the close of business of the last business day of each
month in an applicable calendar year, or such other date as may be designated
by the Plan Administrator.




ARTICLE III

PARTICIPATION



3.1 Election to Participate. A Key Employee of a Participating Company or a
Director may participate in the Plan by filing a properly completed election
form (or such other authorization as the Plan Administrator may require) with
the party and by the date designated by the Plan Administrator. The election of
a Key Employee or Director in accordance with this Article III shall apply only
to the Eligible Compensation as to which the election is made, and shall have
the effect, to the extent provided herein, of deferring the payment of such
Eligible Compensation beyond the date that it might otherwise have become
payable to the Participant. Such election shall be irrevocable. If a Key
Employee or Director elects to defer a particular amount of Eligible
Compensation under the Plan, and then terminates employment with all
Participating Companies or, in the case of a Director, terminates service on
the Board of Directors, and such termination occurs before the date such amount
would have been payable to the Key Employee or Director in the absence of the
election, then the election shall be deemed null and void and without effect.



3.2 Form of Election. The election form filed by a Participant pursuant to
this Article III shall (A) identify a portion of the Participant’s Eligible
Compensation that may become payable with




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respect to the Participant’s services, (B) contain the Participant’s
election to defer the payment of such portion of such Eligible Compensation in
accordance with the terms of the Plan, and (C) contain such other information
as the Plan Administrator may require.



3.3 Maximum and Minimum Amounts Required for Participation. The Committee or
the Plan Administrator may designate a maximum and a minimum portion of the
Eligible Compensation of a Key Employee or Director, in terms of a percentage
or other amount thereof, as to which an election may be made hereunder.



3.4 Nullification of Election. Notwithstanding anything herein to the
contrary, any election made by a Key Employee or Director hereunder shall be
deemed null and void to the extent that (A) the Eligible Compensation as to
which the election applies is designated by the Committee, in its sole
discretion, as not payable to such Key Employee, (B) such election applies to
Eligible Compensation payable during the 12 month period during which the Key
Employee ceases savings under the Investment and Savings Plan as a result of
receiving a hardship withdrawal under that Plan, or (C) the Committee so
determines in its sole discretion.



3.5 Establishment of Participant Accounts. Up to a maximum number of Accounts
(as permitted by the Committee or the Plan Administrator, and elected by the
Participant) shall be maintained on behalf of each Participant on the books of
The Hartford. Amounts shall be credited to or debited from a Participant’s
Account as provided in Article V. The Plan Administrator shall cause each
Participant’s Account to be valued on the applicable Valuation Date, and shall
cause records indicating such value to be maintained. When an event requires a
determination of the value of a Participant’s Account, such value shall be
determined as of the Valuation Date coincident with or immediately preceding
the date of such event, unless otherwise required by the Plan. The value of a
Participant’s Account shall be reported to the Participant from time to time as
determined appropriate by the Plan Administrator.



3.6 Obtaining of Life Insurance Policies. As a condition of participation
hereunder, the Committee may require that a Participant provide assistance in
obtaining a life insurance policy on the life of such Participant, such policy
to be solely owned by, and solely payable to, The Hartford (or such other
entity as may be designated by the Committee). Such Participant may be
required to (A) complete an application for life insurance, (B) furnish
underwriting information (including but not limited to submitting to medical
examinations by an insurance company approved examiner), (C) authorize the
release of the Participant’s medical history to an insurance company
underwriter, and (D) provide such other information and take such other actions
relating to such life insurance policy as may be required by the Plan
Administrator. A Participant as to whom a life insurance policy is obtained
hereunder shall have no right to or interest in such policy or the proceeds
thereof.



3.7 Termination of Participation. The participation of a Participant in the
Plan shall terminate on the earlier of (A) the date that all amounts credited
to the Participant’s Account have been distributed pursuant to the Plan, (B)
the date of termination of the Plan, or (C) such other date as may be
designated by the Committee.




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ARTICLE IV

HYPOTHETICAL INVESTMENT FUND ALLOCATIONS



4.1 Selection of Hypothetical Investment Funds. The Committee shall select one
or more Hypothetical Investment Funds to which a Participant may elect pursuant
to the Plan to allocate all or a portion of the amount then and thereafter
credited to the Participant’s Account. To the extent provided herein, such
Hypothetical Investment Funds shall be used to measure the hypothetical
investment experience of the portion of a Participant’s Account that the
Participant properly elects to have allocated thereto. The Committee may
change the selection of Hypothetical Investment Funds from time to time in its
sole discretion. The selection of any such Hypothetical Investment Funds shall
not require the Company to invest or earmark any of its assets in any specific
manner.



4.2 Investment Allocation Election. To the extent permitted by the Plan
Administrator, a Participant may elect to have the amount then and thereafter
credited to his or her Account allocated among one or more of the Hypothetical
Investment Funds. Such election shall be made by filing a properly completed
election form (or such other authorization as the Plan Administrator may
require) with the party and by the date designated by the Plan Administrator.
With respect to Excess Contributions, a Participant shall be deemed to have
elected to have such amounts allocated to the same Hypothetical Investment
Funds that the Participant elected for amounts distributable following the date
his or her employment with all Participating Companies terminates. If the
Participant has no such allocation election in place, then the Participant
shall be deemed to have elected to have all Excess Contributions allocated to
the Hypothetical Investment Fund that the Plan Administrator determines
generally to have the least risk of loss of principal. Any election or deemed
election under this Section shall result in the investment experience of an
elected Hypothetical Investment Fund being used to measure the hypothetical
investment experience of the particular portion of the Participant’s Account
allocated to that Hypothetical Investment Fund as provided herein.



4.3 Changes in Investment Allocation. To the extent permitted by the Plan
Administrator, a Participant may change the investment allocation previously
elected by filing a properly completed change form (or such other authorization
as the Plan Administrator may require) with the party and by the date
designated by the Plan Administrator. Such change shall be effective as soon
as practicable after the Valuation Date coincident with or next succeeding
receipt of the timely filed change form by the designated party (or such other
date as may be designated by the Plan Administrator), and shall apply to all
amounts then and thereafter credited to the Participant’s Account.
Notwithstanding the foregoing, any request for a change in investment
allocation with respect to Excess Contributions shall be subject to the same
waiting periods and other similar rules as would have applied to such Excess
Contributions under the Excess Savings Plan.



4.4 Failure to Make Proper Election. In the event that a Participant does not
make a proper election pursuant to this Article IV, such Participant shall be
deemed to have elected to have the entire amount (as to which no proper
election is made) then and thereafter credited to the Participant’s Account
allocated to the Hypothetical Investment Fund that the Plan Administrator
determines generally to have the least risk of loss of principal.




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4.5 Limitations on Investment Allocation. The Plan Administrator may (A)
establish a minimum and/or a maximum portion of a Participant’s Account, in
terms of a percentage or other amount thereof, that a Participant may elect to
allocate to a particular Hypothetical Investment Fund hereunder, (B) preclude
any Participant who is an executive officer of the Company or a Director from
allocating any portion of his or her Account to a Hypothetical Investment Fund
with an investment experience determined primarily in relation to the
investment performance of securities issued by the Company, and (C) establish
such other limitations on investment allocations as the Plan Administrator may
deem appropriate.



4.6 No Actual Investment. Notwithstanding anything herein to the contrary, no
amount of Eligible Compensation as to which an election is made hereunder, and
no amount credited to a Participant’s Account pursuant to the Plan, shall be
set aside or invested in any actual fund on behalf of the Participant,
provided, however, that nothing in the Plan shall be construed to preclude the
Company from directly or indirectly making investments for its own account in
any actual investment vehicle
corresponding to the Hypothetical Investment Funds (or otherwise) in order to
assist the Company in meeting its obligations hereunder, or for any other
reason whatsoever. No Participant or any other person or entity shall have by
reason of the Plan any right to or in any such investment made by the Company.




ARTICLE V

CREDITING AND DEBITING OF PARTICIPANT ACCOUNTS



5.1 Crediting of Eligible Compensation. Eligible Compensation as to which the
Participant makes an election in accordance with the Plan shall be credited to
the Participant’s Account as of the Valuation Date coincident or next
succeeding the date such Eligible Compensation would otherwise have been paid
to, or contributed to the Excess Savings Plan on behalf of, the Participant.



5.2 Crediting and/or Debiting of Hypothetical Investment Fund Investment
Experience. As of any particular Valuation Date upon which an amount is
credited to a Participant’s Account, such Account shall be credited or debited,
as the case may be, with an amount equal to the hypothetical net investment
gain or loss that such Participant would have realized if the portion of his or
her Account properly elected to be allocated to a particular Hypothetical
Investment Fund pursuant to Article IV were actually invested in such
Hypothetical Investment Fund during the period beginning with the preceding
Valuation Date and ending upon such particular Valuation Date (or such other
period as may be designated by the Plan Administrator).



5.3 Debiting of Distributions. The amount of any distribution from a
Participant’s Account pursuant to the Plan shall be debited from the
Participant’s Account as of the Valuation Date coincident with or immediately
preceding the date of such distribution.




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5.4 Debiting of Administrative Expenses. The Participant’s allocable share (as
determined by the Plan Administrator) of any administrative expenses related to
the operation of the Plan shall be debited from the Participant’s Account as of
each monthly Valuation Date.



5.5 Vesting of Credited Amounts. The rights of a Participant in regard to the
amounts credited to the Participant’s Account hereunder shall be fully vested
at all times.




ARTICLE VI

DISTRIBUTIONS FROM PARTICIPANT ACCOUNTS



6.1 Distribution Election. A Participant may elect, by filing a properly
completed election form (or such other authorization as the Plan Administrator
may require) with the party and by the date designated by the Plan
Administrator, to have all or a portion of the amount credited to the
Participant’s Account distributed to him or her on a date and in a manner
permitted by the Plan Administrator. With respect to Excess Contributions, a
Participant shall be deemed to have elected to have such amounts distributed at
the same time that the Participant elected with respect to amounts
distributable following the date his or her employment with all Participating
Companies terminates. If a Participant has no such distribution election in
place, then the Participant shall be deemed to have elected to have Excess
Contributions distributed as soon as practicable after the Valuation Date
coincident or next succeeding the date his or her employment with all
Participating Companies terminates. Distributions from a Participant’s Account
shall be made in accordance with the date and manner of distribution elected or
deemed elected by the Participant hereunder, except to the extent that a
different date and/or manner of distribution is required pursuant to the Plan
or by the Plan Administrator. Distributions made in accordance with a
Participant’s distribution election shall be made as soon as practicable after
the Valuation Date coincident with or next succeeding the date of distribution
elected by the Participant. A Participant who does not file a properly
completed election form in accordance with this Section shall be deemed to have
elected to have such amount distributed to the Participant in a single lump sum
cash payment as soon as practicable after the Valuation Date coincident with or
next succeeding: (A) the date the Participant’s employment with all
Participating Companies terminates, or (B) in the case of a Director, the date
that the Director’s service on the Board of Directors terminates. The election
or deemed election by a Participant of a distribution date and manner pursuant
to this Section shall apply to all amounts then and thereafter credited to a
Participant’s Account under the Plan, and shall be irrevocable except to the
extent otherwise provided herein or permitted in the discretion of the
Committee or the Plan Administrator to the extent determined consistent with
applicable tax laws.



6.2 Distribution in the Event of Hardship. A Participant may request a
hardship distribution from his or her Account by filing a properly completed
hardship distribution form (or such other authorization as the Plan
Administrator may require) by the date and with the party designated by the
Plan Administrator. The Plan Administrator may, if it determines that a severe
and unforeseeable financial hardship on the part of the Participant exists,
permit a distribution to the Participant of an




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amount credited to the Participant’s Account that is reasonably necessary to
meet such hardship, including any amount reasonably necessary to pay any income
or other taxes resulting from such distribution.



6.3 Distribution Upon Termination of Employment or Board Service.





	(A)	 	General Rule. Except as provided in Section 6.3(B), as soon
as practicable after the Valuation Date coincident with or next
succeeding the date that the employment of a Participant with all
Participating Companies or the service of a Director on the Board of
Directors terminates for any reason, the Company shall distribute to
the Participant a single lump sum cash payment equal to the total
amount credited to the Participant’s Account as of the Valuation
Date immediately preceding such distribution.
	 
	(B)	 	Exception for Certain Terminations. In the case of a
Participant who: (i) has reached age 55 or older at the time
employment or service on the Board of Directors terminates, or (ii)
is a commissioned wholesaler of Planco, Inc. who, at the time
employment terminates, satisfies the minimum service and/or Account
balance requirements established by the Committee or the Plan
Administrator, the Company shall distribute the amounts credited to
such a Participant’s Account in accordance with the distribution
elections in place at such time. Notwithstanding the foregoing, if
such a Participant has an election in place to receive payment of
amounts from any Account during the time of employment or service on
the Board of Directors, all amounts remaining in such Account shall
be distributed to such Participant in a single lump sum cash payment
as soon as practicable after the Valuation Date coincident with or
next succeeding the date his or her employment or service on the
Board of Directors terminates. Further, notwithstanding the
foregoing, the Plan Administrator may establish from time to time a
minimum Account balance required as a condition to honor an election
to have any amount distributed in the form of installment payments.
If such minimum balance is not met, the particular Account shall be
distributed to the Participant in a single lump sum cash payment as
soon as practicable after the Valuation Date coincident with or next
succeeding the date the first installment otherwise would have been
payable.




6.4 Distribution in the Event of a Termination of the Plan. In the event of a
termination of the Plan, the entire amount credited to a Participant’s Account
as of the Valuation Date coincident with or next succeeding such event shall be
distributed to the Participant in a single lump sum cash payment as soon as
practicable after such Valuation Date.



6.5 Distribution to Fiduciary. If the Plan Administrator determines that any
person to whom any amount is otherwise distributable hereunder is unable to
care for his or her affairs, such amount (unless a prior claim therefor shall
have been made by a duly appointed guardian, committee or other legal
representative) may be distributed to any person determined by the Plan
Administrator to have




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fiduciary responsibility for such person otherwise entitled to such amount, in
such manner and proportions as the Plan Administrator may deem appropriate.
Any such distribution shall constitute a complete discharge of any obligation
of the Company to such person under the Plan.



6.6 Distribution in the Event of Death. Notwithstanding anything herein to
the contrary, in the
event of a Participant’s death, the entire amount credited to the Participant’s
Account as of the Valuation Date coincident with or next succeeding the date of
the Participant’s death shall be distributed in a single lump sum cash payment
as soon as practicable after such Valuation Date to one or more beneficiaries,
if any, properly designated by the Participant by the date and in the manner
required by the Plan Administrator. If (A) no such designation is in effect at
the time of the Participant’s death, (B) no designated beneficiary survives the
Participant, or (C) any beneficiary designation made by the Participant
conflicts with applicable law, such amount shall be paid to the Participant’s
estate as soon as practicable after such Valuation Date.



6.7 Distribution upon the Occurrence of a Change of Control.





(A) Distribution of Accounts. Upon the occurrence of a Change of
Control, all Participants shall be paid single lump sum cash payments
equal to the entire amount credited to their respective Accounts as of
the date of such occurrence, such payments to be made immediately
following the date of such Change of Control.




(B) Exception for Prior Election. Notwithstanding Section 6.7(A), if a
Participant who is employed by a Participating Company or serves on the
Board of Directors immediately prior to a Change of Control has made a
prior valid election to not receive a lump sum distribution of his or her
Account (and therefore to continue participating in the Plan) upon a
Change of Control, then such Participant’s Account shall not be so
distributed and shall (to the extent permitted by the Plan) continue be
maintained under the Plan, and any such Participant’s Account shall be
distributed to such Participant at the time and in the form otherwise
required by the Plan.




(C) Death Prior to Receipt of Payment. In the event of the death of
such a Participant before receiving a payment required by Section 6.7(A)
hereof, such payment shall be made immediately following the date of the
occurrence of the Change of Control to the individual or entity who would
receive have received payment hereunder in the absence of a Change of
Control.


6.8 Distribution in Other Circumstances. The Committee may determine in its
sole discretion that a distribution of an amount credited to a Participant’s
Account is appropriate under the circumstances. As soon as practicable after
the Valuation Date coincident with or next succeeding the date of any such
determination, the Company shall distribute such amount to the Participant in a
single lump sum cash payment (or in such other manner of payment as determined
appropriate by the Committee).




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ARTICLE VII

ADMINISTRATION



7.1 Administration by Committee. Except as otherwise delegated by the
Committee pursuant to the Plan, (A) the Plan shall be administered by the
Committee, (B) the Committee shall have full authority to administer and
interpret this Plan in any manner it deems appropriate in its sole discretion,
and (C) the determinations of the Committee shall be binding on and conclusive
as to all parties.



7.2 Delegation of Certain Authority to Plan Administrator. Except as otherwise
provided by the Committee in accordance with the Plan, the Plan Administrator
shall be The Hartford’s Group Senior Vice President, Human Resources (or other
person holding a similar position) or the Chief Executive Officer. Except as
otherwise provided herein, required by applicable law, or determined by the
Committee, (A) the Plan Administrator shall be responsible for the performance
of such administrative duties under this Plan that are not otherwise reserved
to the Committee by the Plan, (B) the Plan Administrator shall have full
authority to administer and interpret this Plan in any manner it deems
appropriate in its sole discretion, and (C) the determinations of the Plan
Administrator shall be binding and conclusive as to all parties.



7.3 Liability and Indemnification of Committee and Plan Administrator. In
connection with any action or determination made in connection with the Plan,
the Plan Administrator and the Committee shall be entitled to rely upon
information furnished by or on behalf of the Company or any Participant. To
the extent permitted by law, the Plan Administrator and the members of the
Committee shall not be liable for, and The Hartford shall indemnify the Plan
Administrator and the members of the Committee against any liability for, any
loss sustained by reason of any act or failure to act in their administrative
capacities, provided such act or failure to act does not involve willful
misconduct. Such indemnification shall include attorneys’ fees and other costs
and expenses reasonably incurred in defense of any action brought against the
Plan Administrator or any member of the Committee by reason of any such act or
failure to act. The Plan Administrator and any member of the Committee shall
not be liable or responsible for any act or omission of another fiduciary in
relation to the Plan unless the Plan Administrator or such member (A)
participates knowingly in, or knowingly undertakes to conceal, such act or
omission by such other fiduciary, or (B) has knowledge of a breach of fiduciary
responsibility by such other fiduciary and does not make reasonable efforts to
remedy such breach.




ARTICLE VIII

MISCELLANEOUS



8.1 Unfunded and Unsecured Plan. The Plan shall be unfunded and unsecured for
tax purposes and for purposes of ERISA. The Hartford shall have no obligation
to fund its liabilities, if any, under the Plan. Nothing in the Plan and no
action taken by The Hartford or its agents hereunder shall be construed to
create a trust of any kind, or a fiduciary relationship between The
Hartford and any





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other person or entity. All funds or other assets received or
held by The Hartford pursuant to or in connection with the Plan may be used by
The Hartford for any corporate purpose, and The Hartford shall not be obligated
to segregate such amounts from its general assets. No Participant or any other
person or entity shall have any claim against The Hartford or its assets other
than as an unsecured and unsubordinated general creditor of The Hartford.
Without limiting the generality of the foregoing, a Participant’s claim
hereunder shall at any time be solely for the amount then credited to the
Participant’s Account. Notwithstanding the foregoing, The Hartford may
establish a grantor trust or purchase securities or take any other action
deemed appropriate to assist The Hartford in meeting its obligations under the
Plan, provided, however, that in no event shall any person or entity have any
right to or interest in such trust or property by reason of the Plan.



8.2 Absence of Representations. The Plan shall not be construed to provide
any representation or guarantee by The Hartford that any particular income or
other tax consequence will result from a Participant’s participation in the
Plan. Each Participant shall be deemed to have consulted with his or her
professional tax advisor to determine the tax consequences of participation
hereunder. The Plan shall not be construed to provide any representation or
guarantee by The Hartford that any
particular amount of a Participant’s Account allocated to any of the
Hypothetical Investment Funds hereunder will
result in any particular investment experience related thereto, and The
Hartford shall in no event be required to pay any amount to any person or
entity on account of any loss suffered by reason of the operation of the Plan.



8.3 Tax Withholding. The Plan Administrator shall have the right to make such
provisions as deemed appropriate in its sole discretion to satisfy any
obligation of a Participating Company to withhold federal, state or local
income or other taxes incurred by reason of the operation of the Plan or an
Award under the Plan, including but not limited to at any time (i) requiring a
Key Employee to submit payment to a Participating Company for such taxes before
making settlement of any amount due under the Plan, (ii) withholding such taxes
from wages or other amounts due to the Key Employee before making settlement of
any amount due under the Plan, or (iii) receiving shares of common stock of The
Hartford already owned by the Key Employee or withholding such shares otherwise
due to the Key Employee in an amount determined necessary to satisfy such
withholding obligations; provided, however, that, notwithstanding any language
herein to the contrary, any Key Employee who is an executive officer of The
Hartford (within the meaning of Section 16 of the Act) shall have the right to
satisfy his or her obligations to The Hartford pursuant to this Section 8.3 by
instructing The Hartford not to deliver to the Key Employee common stock of The
Hartford otherwise deliverable to the Key Employee in an amount sufficient to
satisfy such obligations to The Hartford.



8.4 No Employment Rights. The Plan shall not, directly or indirectly, create
in any Key Employee any right with respect to continuation of employment with
any of the Participating Companies or to the receipt of any Eligible
Compensation or other compensation. The Plan shall not interfere in any way
with the rights of the applicable Participating Company to terminate, or
otherwise modify, the employment of any Key Employee or its compensation
policies at any time.




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8.5 Rights Not Transferable. The rights of a Participant under the Plan shall
not be sold, exchanged, transferred, pledged, hypothecated or otherwise
disposed of, other than (A) by will, (B) by the laws of descent or
distribution, or (C) pursuant to a qualified domestic relations order as
defined in the Internal Revenue Code of 1986, as amended, provided that the
rights of any transferee of a Participant shall not be greater than the rights
of the Participant hereunder. The foregoing restriction shall be in addition to
any restrictions imposed by applicable law on a Participant’s ability to
dispose of any rights under the Plan.



8.6 Effect of Plan. The provisions of the Plan shall be binding upon all
successors and assigns of a Participant, including without limitation the
Participant’s estate and the executors, administrators or trustees thereof,
heirs and legatees, and any receiver, trustee in bankruptcy or representative
of creditors of the Participant.



8.7 Administrative Expenses. An annual charge to each Participant’s Account of
up to 0.25% of the total amount credited to such Account shall be charged and
applied to satisfy expenses reasonably incurred in connection with the
administration of the Plan (as determined in the sole discretion of the Plan
Administrator).



8.8 Amendment and Termination of the Plan. The Board of Directors or the
Committee (acting on behalf of the Board of Directors) may amend or terminate
the Plan or any Participant elections hereunder at any time. The Committee may
at any time amend or terminate the Plan or any Participant elections hereunder
if the Committee determines in its sole discretion that The Hartford will
recognize income for income tax purposes with respect to any reserves
accumulated under any life insurance policy obtained with respect to any
Participant hereunder. The Committee or the Plan Administrator may amend the
Plan to the extent (A) required by applicable law or regulation, or (B)
required to maintain a favorable tax status for the Plan. Notwithstanding
anything in this Plan to the contrary, the Plan shall not be amended, modified,
suspended or terminated during the period in which a Change of Control is
threatened. For purposes of the preceding sentence, a Change of Control shall
be deemed to be threatened for the period beginning on the date of any
Potential Change of Control, and ending upon the earlier of: (I) the second
anniversary of the date of such Potential Change of Control, (II) the date a
Change of Control occurs, or (III) the date the Board of Directors or the
Committee determines in good faith that a Change of Control is no longer
threatened. Further, notwithstanding anything in this Plan to the contrary, no
amendment, modification, suspension or termination following a Change of
Control shall adversely impair or reduce the rights of any person with respect
to any amounts previously deferred under the Plan without the consent of such
person.



8.9 Governing Law. The laws of the State of Connecticut shall govern all
matters relating to the Plan, except to the extent such laws are superseded by
the laws of the United States.



8.10 Severability of Provisions. If any provision of the Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and the Plan shall be construed and enforced as if
such invalid or unenforceable provisions had not been included herein.




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8.11 Effective Date. The Effective Date of this restatement of the Plan shall
be July 16, 1998, or such later date as the Plan Administrator may determine.





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