Filed by Bowne Pure Compliance





Exhibit 10.17




THE HARTFORD

INVESTMENT AND SAVINGS PLAN

(As Amended and Restated as of January 1, 2009)




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. Effective January
1, 2009, the Planco Profit Sharing Plan is merged into the Plan. The Planco Profit Sharing Plan’s
profit sharing contribution allocation for 2008, if any, will be allocated under this Plan in 2009
to the Members eligible to receive the contributions in accordance with the provisions of the
Planco Profit Sharing 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 within the meaning of such provision, and more specifically shall
be invested entirely in The Hartford Stock except to the extent of such cash equivalent reserves as
may be required for liquidity purposes as more fully set forth herein.



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 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 an opportunity to own beneficially The Hartford Stock to the maximum extent
permitted under ERISA and without regard to any requirement of diversification applicable to other
investments of the Plan, it being intended that the presumption established under applicable law
that investment in The Hartford Stock is prudent be given full effect to the maximum extent
consistent with applicable law (under which it is recognized that dire circumstances such as an
imminent collapse of The Hartford could require curtailment or termination of such investment); (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 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 contributions, benefits and Service credit with respect to qualified military
service will be provided in accordance with Code Section 414(u).


 


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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, Planco Profit Sharing Contributions 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,
Matching Company Contributions, and Planco Profit Sharing Contributions (if applicable) 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 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, the average of the ratios, calculated separately for each
applicable Employee, of (A) the amount of Before-Tax and Roth 401(k) Savings made on the Employee’s
behalf for the current Plan Year to (B) the Employee’s Compensation for that Plan Year. Before-Tax
Catch-Up Savings and Roth 401(k) Catch-Up Savings shall be included in determining the Actual
Deferral Percentage to the extent that the Before-Tax and Roth 401(k) Savings are less than the
limitation under Code Section 402(g). 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 4.3, 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 4.3(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.


 


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“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, Basic Roth 401(k)
Investment Account and Basic After-Tax Investment Account.



“Basic Roth 401(k) Investment Account” means that portion of the Trust Fund which, with respect to
any Member or Deferred Member, is attributable to Basic Roth 401(k) Savings and any investment
earnings and gains or losses thereon.



“Basic Roth 401(k) Savings” means the contributions made on a Member’s behalf which are credited to
his or her Basic Roth 401(k) Investment Account in accordance with Section 4.2(B)(i).



“Basic Savings” means the Basic After-Tax Savings contributed by a Member and the Basic Before-Tax
Savings and Basic Roth 401(k) Savings contributed on a Member’s behalf.



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



“Before-Tax 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 Before-Tax Catch-Up Contributions Account for periods on and after
January 1, 2006, in accordance with Section 4.1(C).



“Before-Tax Savings” means savings made by a Member under Section 4.1 (other than Before-Tax
Catch-Up Savings made on and after January 1, 2006), and includes both Basic Before-Tax Savings and
Supplemental Before-Tax Savings (including Before-Tax 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
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. In the absence of a beneficiary designation, the default Beneficiary will
be the Member’s Spouse or, if none, the Member’s estate.


 


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“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.



“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
with respect to its Eligible Employees.



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



“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, (E) Planco Profit Sharing Plan Contributions, and (F) 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.


 


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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.



“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


 


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(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 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.


 


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“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 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 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, Roth 401(k) 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 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.


 


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“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 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 (A) The Hartford Stock Fund, (B) such other investment funds as may from
time to time be expressly referred to in the Plan (such as the Stable Value fund and other fixed
income funds named in Section 8.3(C) and the Vanguard Target Retirement Funds named in Section
8.3(H)) so long as such other investment funds continue to be approved by the Investment and
Savings Plan Investment Committee, and (C) such other funds as are approved by the Investment and
Savings Plan Investment Committee from time to time, in which contributions permitted by the Plan
and/or existing Plan assets 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.


 


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“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 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.



“Planco Profit Sharing Contributions” means the contributions and their investment earnings that
are attributable to profit sharing contributions merged into this Plan from the Planco Profit
Sharing Plan or that plan’s 2008 profit sharing contribution as may be allocated under this Plan.


 


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“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 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.


 


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“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.



“Roth 401(k) Savings” means savings made by a Member under Section 4.2, and includes both Basic
Roth 401(k) Savings and Supplemental Roth 401(k) Savings.



“Roth 401(k) Catch-Up Contributions Account” means that portion of the Trust Fund which, with
respect to any Member or Deferred Member, is attributable to Roth 401(k) Catch-Up Savings, and any
investment earnings and gains or losses thereon.



“Roth 401(k) Catch-Up Savings” means contributions made on a Member’s behalf which are credited to
his or her Roth 401(k) Catch-Up Contributions Account in accordance with Section 4.2(C).



“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) or 4.2(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. Salary shall not include severance pay
or accrued vacation pay that is paid upon termination of employment. 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) ($245,000 effective as of January 1, 2009). 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.



“Savings” means Before-Tax Savings, Roth 401(k) Savings, After-Tax Savings and Before-Tax Catch-Up
and Roth 401(k) Catch-Up Savings permitted under Article Four.


 


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“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 3.5, 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 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.


 


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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.



Periods of employment by an Eligible Employee with Planco, LLC prior to January 1, 2009 shall be
treated as periods of employment with the Company as long as such Eligible Employee remained
employed by Planco, LLC on December 31, 2008 and became employed by the Company on January 1, 2009.
Such Service shall be determined in accordance with and under the terms of the Planco Profit
Sharing Plan. Eligible Employees who were at any time Members prior to becoming employees of
Planco, LLC who will again be Eligible Employees on January 1, 2009 will receive the greater of
their Service for the period as an Employee prior to January 1, 2009 determined in accordance with
and under the terms of the Planco Profit Sharing Plan or under this Plan.



Eligible Employees who commence employment with the Company on or after January 1, 2007 in
connection with the acquisition of a business by the Company, shall be credited with periods of
employment under the Plan for periods of employment with the acquired business to the extent so
provided by the Plan Administrator.



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 4.3(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.


 


- 14 -









 





“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, the Supplemental Roth
401(k) Investment Account and the
Supplemental After-Tax Investment Account.



“Supplemental Roth 401(k) Investment Account” means the portion of the Trust Fund attributable to
Supplemental Roth 401(k) Savings and any investment earnings and gains or losses thereon.



“Supplemental Roth 401(k) Savings” means contributions credited to the Supplemental Roth 401(k)
Investment Account under Section 4.2(B)(ii) or pursuant to a Prior Plan Transfer.



“Supplemental Savings” means Supplemental Before-Tax Savings, Supplemental Roth 401(k) 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.



“The Hartford Stock Fund” means the Investment Fund established pursuant to the Plan which by its
terms is invested exclusively in The Hartford Stock, except for such reserves as may be deemed
necessary for liquidity and the effecting of transactions with respect thereto.



 


- 15 -









 





“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 vest 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).


 


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ARTICLE
THREE

MEMBERSHIP




3.1 Eligibility for Membership. Effective January 1, 2008, an Eligible Employee will be
immediately eligible to become 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, Roth 401(k)
Savings and any Before-Tax Catch-Up and Roth 401(k) Catch-Up Savings, (D) authorizes the Company to
reduce his or her Salary by the amount of his or her Before-Tax Savings and/or Roth 401(k) Savings
and Before-Tax Catch-Up and Roth 401(k) 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 hired on or after January 1, 2008, who is eligible to become a Member but does not make a proper
enrollment election, such Eligible Employee shall automatically become a Member hereunder 60 days
after the date such Eligible Employee is eligible to become a Member (or as soon as practicable
thereafter). Such Eligible Employee shall be deemed to have made elections to: (A) designate a 3%
rate of Before-Tax Savings, (B) designate a zero rate of After-Tax Savings, (C) designate a zero
rate of Roth 401(k) Savings, (D) designate a zero rate of Before-Tax Catch-Up Savings and Roth
401(k) Catch-Up Savings, (E) invest his or her Savings in the applicable Default Vanguard Target
Retirement Fund set forth in Section 8.3(H), and (F) 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.



Upon completion of six months of Service, such an Eligible Employee shall be entitled to Floor
Company Contributions under the Plan as of such date.



3.4
Automatic Increase Program. Unless he or she elects otherwise, a Member who is
automatically enrolled in the Plan in accordance with Section 3.3 will have his or her rate of
Before-Tax Savings increased by one percent each April 1st; provided that as of April
1st, it has been at least six months since the date the Member was automatically
enrolled in the Plan. Such increased rate will not exceed 10% of such Member’s Salary or cause the
Member’s Before-Tax Savings to exceed any Plan limits or limits imposed by the IRS.



Members who are not automatically enrolled in the Plan may elect to have their rate of Before-Tax
Savings automatically increased by a percentage they elect (up to 10%) on April 1st of
each year, or another date they may choose, up to the Plan limit or limits imposed by the IRS.


 


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3.5 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.



3.6 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 Before-Tax Catch-Up Savings, (iii) designate a zero
rate of Roth 401(k) Savings and Roth 401(k) Catch-Up Savings and (iv) 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.



3.7 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.


 


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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 a whole percent not exceeding
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) Before-Tax Catch-Up Savings. All Members who are eligible to make
Before-Tax Savings, who will have attained age 50 before the close of the Plan Year,
and who have contributed at least 6% of Salary in any combination of Before-tax, Roth
401(k) or After-Tax Savings, may elect to make Before-Tax Catch-Up Savings which,
when taken together with a Member’s Before-Tax Savings, Roth 401(k) Savings, Roth
401(k) Catch-Up Savings and After-Tax Savings, equal up to 75% of a Member’s Salary
for a pay period. Such Before-Tax Catch-Up Savings shall be made in accordance with,
and subject to, the limitations of Code Section 414(v) and in addition, when combined
with any Roth 401(k) Catch-Up Savings, will not exceed 69% of a Member’s Salary.
Such Before-Tax 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 Before-Tax Catch-Up Savings hereunder. Prior to January 1, 2006,
Before-Tax Catch-Up Savings shall be credited to a Member’s Supplemental Before-Tax
Investment Account; on and after January 1, 2006, Before-Tax Catch-Up Savings shall
be credited to a Member’s Before-Tax Catch-Up Contributions
Account.


 


- 19 -









 






(D) Change in Salary Reduction Election for Before-Tax Savings and Before-Tax
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 Before-Tax 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 4.5(B) below; such an Excess
Savings Plan member may nonetheless elect to change his or her rate of Salary
reduction for Before-Tax Catch-Up Savings during the Plan Year).




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



4.2 Member Roth 401(k) Savings.





(A) Salary Reduction Election for Roth 401(k) 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 a whole percent not exceeding 30%, and to have that
amount contributed to the Trust Fund as Roth 401(k) Savings, except that a Member may not
elect to contribute Roth 401(k) 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 limit on the percentage of Salary that a
Highly Compensated Member may contribute to the Trust Fund as Roth 401(k) Savings.


 


- 20 -









 






(B) Types of Roth 401(k) Savings; Crediting of Roth 401(k) Savings to Accounts.




(i) Basic Roth 401(k) Savings. Roth 401(k) 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 Roth 401(k) Savings,” and shall be credited to the
Member’s Basic Roth 401(k) Investment Account.




(ii) Supplemental Roth 401(k) Savings. Roth 401(k) Savings that exceed the maximum
allowed under the preceding paragraph shall be known as “Supplemental Roth 401(k)
Savings,” and shall be credited to a Member’s Supplemental Roth 401(k) Investment
Account. Supplemental Roth 401(k) Savings may also include amounts credited on a
Member’s behalf pursuant to a Prior Plan Transfer.




(C) Roth 401(k) Catch-Up Savings. All Members who are eligible to make Roth
401(k) Savings, who will have attained age 50 before the close of the Plan Year, and who
have contributed at least 6% of Salary in any combination of Before-Tax, Roth 401(k) or
After-Tax Savings, may elect to make Roth 401(k) Catch-Up Savings which, when taken
together with a Member’s Before-Tax Savings, Roth 401(k) Savings, After-Tax Savings, and
Before-Tax Catch-Up Savings equal up to 75% of a Member’s Salary for a pay period. Such
Roth 401(k) Catch-Up Savings shall be made in accordance with, and subject to, the
limitations of Code Section 414(v) and in addition, when combined with any Before-Tax
Catch-Up Savings, will not exceed 69% of a Member’s Salary. Such Roth 401(k) 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 Roth 401(k) Catch-Up Savings
hereunder. Roth 401(k) Catch-Up Savings shall be credited to a Member’s Roth 401(k)
Catch-Up Contributions Account.




(D) Change in Salary Reduction Election for Roth 401(k) Savings and Roth 401(k)
Catch-Up Savings.  A Member may elect to change the rate of his or her Salary reduction
for Basic or Supplemental Roth 401(k) Savings or Roth 401(k) 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 Roth 401(k) 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 4.5(B) below; such
an Excess Savings Plan member may nonetheless elect to change his or her rate of Salary
reduction for Roth 401(k) Catch-Up Savings during the Plan Year).




(E) Vesting of Roth 401(k) Savings and Roth 401(k) Catch-Up Savings. Roth 401(k)
Savings and Roth 401(k) Catch-Up Savings credited to a Member’s Accounts shall at all times
be fully vested and nonforfeitable.


 


- 21 -









 





4.3 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 a whole percent not exceeding
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 plus Roth
401(k) 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 and Roth 401(k) Savings reach the maximum allowed under Code
Section 402(g) for a Plan Year.




(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 and
Basic Roth 401(k) 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.


 


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4.4 Member Rollover Contributions.





(A) Contribution of Rollovers. To the extent permitted by the Code, 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
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.



 


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4.5 Suspension and Resumption of Member Savings.





(A) Member Election to Suspend Savings. A Member (other than a Member who
is also a member in a Hartford Excess Savings Plan) may elect to suspend or resume
his or her Before-Tax, Roth 401(k) or After-Tax Savings or Before-Tax Catch-Up or
Roth 401(k) 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 or
Supplemental Roth 401(k) Account, Basic Before-Tax or Basic Roth 401(k) Investment
Account or Before-Tax Catch-Up or Roth 401(k) 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). (The resumption of contributions shall be
automatic for a Member who is also a member in a Hartford Excess Savings Plan.)



4.6 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).


 


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ARTICLE FIVE

COMPANY CONTRIBUTIONS




5.1 Matching Company Contributions.





(A) Matching Company Contributions with respect to Basic Savings. Effective
January 1, 2008, 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 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, a
Member’s Before-Tax Savings or a Member’s Roth 401(k) Savings that exceed the limits
provided in Code Sections 402(g) and 415 or Section 4.1(A), 4.2(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, 2008, 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 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.


 


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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:



	 	 	 	 	 
	 	 	Percentage of	 
	 	 	Company Contribution	 
	Years of Service	 	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 that is attributable to Matching Company Contributions upon the
earliest 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) Vesting in Planco Profit Sharing 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 Planco Profit Sharing Contributions in accordance with the following schedule:



	 	 	 	 	 
	 	 	Percentage of	 
	 	 	Company Contribution	 
	Years of Service	 	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	%





 


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(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 that is attributable to Planco Profit Sharing Contributions upon
the earlier of: (a) the Member reaching age 65, (b) the Member’s Disability, (c) the
Member’s death, (d) the termination of the Plan, or (e) the complete discontinuance
of Company contributions under the Plan.



(E) 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 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 value at the time of termination. 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.


 


- 27 -









 






(C) Use of Forfeited Amounts. 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 either used to pay Plan expenses or 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 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 and Roth 401(k)
Savings.




(A) Maximum Amount of Before-Tax and Roth 401(k) Savings. The maximum dollar
amount of combined Before-Tax and Roth 401(k) 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 and Roth 401(k) 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 and/or Roth 401(k) 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) ($16,500 in 2009) 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 Roth 401(k) 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.


 


- 29 -









 






(B) Limit on Before-Tax Savings and Roth 401(k) 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 and Roth 401(k) Savings must have been allocated to Members’ Accounts during the
Plan Year and may only be based on Salary received by a Member 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 Plan Administrator will choose one of
the following methods to satisfy the limits:




(a) The Floor Company Contribution will be treated as a qualified nonelective contribution
that, in combination with Before-Tax Savings and Roth 401(k) Savings, allows the Plan to
satisfy the limits. The Company will make an additional qualified nonelective contribution,
if necessary, for the Plan to satisfy the limits. Any qualified nonelective contribution
made under this Section 6.1(B)(i)(a) shall be made in accordance with the requirements of
Treas. Reg. Section 1.401(k)-2(a)(6).




(b) Excess contributions will be distributed in accordance with the paragraph below.




(c) Excess contributions will be recharacterized in accordance with the following paragraph.




To determine the amount of excess contributions, the Plan Administrator will (1) 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) then determine the total dollar amount of such reductions; and (3) 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. Excess contributions shall be adjusted
for any income or loss up to the date of distribution in accordance with IRS regulations;
the Plan will not fail to use a reasonable method of computing the income allocable to
excess contributions merely because the income allocable to the excess contributions is
determined on a date that is no more than seven days before the distribution.




(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.


 


- 30 -









 






(iii) In the event that any portion of a Highly Compensated Employee’s Before-Tax Savings
or Roth 401(k) 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 and Roth 401(k) 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 or Roth 401(k) 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 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 and Roth 401(k) 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 and
Roth 401(k) 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



 


- 31 -









 






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 and
Roth 401(k) 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 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. Excess
aggregate contributions shall be adjusted for any income or loss up to the date of
distribution in accordance with IRS regulations; the Plan will not fail to use a
reasonable method of computing the income allocable to excess aggregate contributions
merely because the income allocable to the excess aggregate contributions is
determined on a date that is no more than seven days before the distribution.




(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.


 


- 32 -









 





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 means the sum of (a) the Member’s Before-Tax Savings for such
Year, (b) the Member’s Roth 401(k) Savings for such Year, (c) the Member’s After-Tax
Savings for such Year, and (d) all Matching Company Contributions, Planco Profit
Sharing Contributions, if any, 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 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) $46,000 (for 2008), 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. For purposes of this Section 6.3, compensation within the meaning of
Section 415(c)(3) of the Code for a limitation year shall include payments made by the later
of two and a half months after severance from employment or the end of the limitation year
that includes the date of severance from employment, provided that absent a severance from
employment, such payments would have been paid to the employee while the employee continued
in employment with the employer and are regular compensation for services during the
employee’s regular working hours, compensation for services outside of the employee’s
regular working hours (such as overtime or shift differential), commissions, bonuses or
other similar compensation. 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.




If the limitation on annual additions to a Member’s Accounts is exceeded, such
excess annual additions shall be corrected as permitted under applicable law, statute,
regulation or procedure.




(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. If the limitation on annual additions to a
Participant’s accounts is exceeded, such excess annual additions shall be corrected as
permitted under applicable law, statute, regulation or procedure.




(D) Good Faith Compliance. This Section 6.3 is intended to reflect certain
provisions of the final regulations under Section 415 of the Internal Revenue Code which
became effective for the Plan Year beginning January 1, 2008. The terms of the Plan, and in
particular, this Section 6.3, are intended to be in good faith compliance with the
requirements of the 415 Regulations and are to be construed in accordance with the 415
Regulations and guidance issued thereunder.


 


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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 Roth 401(k) Savings

-Basic After-Tax Savings 


	 	Basic Before-Tax Investment Account

Basic Roth 401(k) Investment Account 

Basic After-Tax Investment Account 

	 	}
	 	Basic Investment

Account
	 
	 	 	 	 	 	 
	-Supplemental Before-Tax Savings

-Supplemental Roth 401(k) Savings

-Supplemental After-Tax Savings 

-Prior Plan Transfers

	 	Supplemental Before-Tax Investment Account

Supplemental Roth 401(k) Investment Account 

Supplemental After-Tax Investment Account

                    
                    
                         
     
	 	}
	 	Supplemental Investment Account
	 
	 	 	 	 	 	 
	- Before-Tax Catch-Up Savings
Prior to January 1, 2006

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

	 	                    
                    
                       
       	 	 	 	Before-Tax Catch-Up Contributions
Account
	 
	 	 	 	 	 	 
	-Roth 401(k) Catch-Up Savings

	 	                    
                    
                         
     	 	 	 	Roth 401(k)Catch-Up

Contributions
Account
	 
	 	 	 	 	 	 
	-Rollovers

	 	                    
                    
                     
         	 	 	 	Rollover Account
	 
	 	 	 	 	 	 
	-Matching Company Contributions
(including pre-Distribution ITT
type) 

-Floor Company Contributions 

-Prior Plan Transfers

-Reinvested Dividends Attributable
to The
 Hartford Stock Fund

	 	
                    
                    
                         
     


                    
                    
                         
     

                    
                    
                         
     


                    
                    
                          
    	 	}
	 	 Company
Contribution
Account
	 
	 	 	 	 	 	 
	Planco Profit Sharing Contributions

	 	                    
                    
                          
    	 	 	 	Planco Profit
Sharing
Contributions Account
	 
	 	 	 	 	 	 
	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.


 


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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 Article Eight, the interest of a Member or Deferred Member in The Hartford
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 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.


 


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ARTICLE EIGHT

INVESTMENT OF SAVINGS AND

CONTRIBUTIONS IN INVESTMENT FUNDS




8.1 Investment Funds Available under the Plan. The investment alternatives available under
the Plan shall include (i) The Hartford Stock Fund and (ii) each other Investment Fund approved for
the purpose by the Investment and Savings Plan Investment Committee. All contributions to the Plan
shall be invested by the Trustee in The Hartford Stock Fund or such other Investment Funds in
accordance with the investment elections by Members or Deferred Members made in accordance with the
Plan or in the default investment fund provided for in the absence of such an election.



The Investment and Savings Plan Investment Committee may from time to time add Investment Funds to,
or eliminate Investment Funds from, the group of Investment Funds available hereunder, provided,
however, that such Committee shall have no authority with respect to The Hartford Stock Fund.
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.


 


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It is the intention of Hartford Fire, the sponsor of the Plan, that The Hartford Stock Fund shall
be a permanent feature of the Plan, and shall continue to be invested exclusively in The Hartford
Stock (except to the extent of cash in The Hartford Stock Fund necessary to facilitate transactions
into and out of The Hartford Stock Fund) without regard to (A) the diversification of assets, (B)
the risk profile of investment in The Hartford Stock, to the maximum extent consistent with the
presumption of prudence established under applicable law with respect to investments by an eligible
individual account plan as defined in ERISA (“EIAP”) and/or ESOP in employer common stock, (C) the
amount of income provided by The Hartford Stock, (D) fluctuation in the fair market value of The
Hartford Stock, and (E) the relative investment returns of The Hartford Stock Fund in comparison to
any investment index, industry peer group, or any other performance measure that might be
appropriate to investment options other than The Hartford Stock Fund, in view of the purpose of the
Plan as an EIAP, and of The Hartford Stock Fund as an ESOP, provide Members (including Deferred
Members) with the opportunity to own beneficially The Hartford Stock. The Company shall appoint an
independent named fiduciary and investment manager for the assets of the Plan that consist of The
Hartford Stock held in The Hartford Stock Fund (the “Stock Fund Fiduciary”), and it is the
intention that the Stock Fund Fiduciary shall maintain The Hartford Stock Fund as a permanent
feature of the Plan in accordance with this section to the fullest extent permitted by ERISA
(taking into account, without limitation, that Members and Deferred Members have available to them
other investment options under the Plan and are able to construct a diversified portfolio of
investments consistent with their individual desired level of risk and return). To the extent
permitted by law, and to the extent not otherwise paid by the Company, expenses associated with the
services provided by the Stock Fund Fiduciary shall be paid from the assets of the Plan.



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.
Effective January 25, 2008, Members and Deferred Members may make separate investment
elections with respect to Roth 401(k) Contributions.




(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
August 31, 2006 and Planco Profit Sharing Contributions attributable to the 2008 Plan Year,
if any, shall be invested in the applicable Default Vanguard Target Retirement Fund set
forth in Section 8.3(H) in the event that a proper Investment Fund election is not made with
respect to such Floor Contributions or such Planco Profit Sharing Contributions.


 


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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.




(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 HR Service
Center, using a transfer request form obtained from The Hartford HR Service 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 Stock Fund to the Stable Value Fund by
means of a telephone call to a Plan representative at The Hartford HR Service Center.


 


- 38 -









 






(F) “Round Trip” Transaction limit. To prevent excessive trading, a Member or
Deferred Member will be restricted on “round trip transactions” between any Hartford HLS
mutual funds. A roundtrip transaction occurs when a Member exchanges in and then out of an
investment fund option within 30 days. Exchanges do not include systematic contributions or
withdrawals (i.e., regular contributions, loan payments, hardship withdrawals), only
exchanges greater than $1,000 that the Member initiates.




Members are limited to one roundtrip transaction per HLS fund within any rolling 90-day
period, subject to an overall limit of four roundtrip transactions across all HLS funds over
a rolling 12-month period. If a Member has two or more roundtrip transactions in a single
fund within a rolling 90- day period, he or she will be blocked from making additional
purchases of the fund for 85 days. If a Member has four or more roundtrip transactions
across all funds during any rolling 12-month period, he or she will be limited to one
exchange day per calendar quarter for a one-year period.




(G)
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).




(H) Default Investment Funds. The applicable Default Vanguard Target Retirement Fund
is as follows, depending upon the Member’s or Deferred Member’s date of birth:



	 	 	 
	Member’s or Deferred	 	 
	Member’s Date of Birth	 	Default Target Retirement Fund
	 
	 	 
	Prior to 1940

	 	Vanguard Target Retirement Income Fund
	 
	 	 
	1940 through 1944

	 	Vanguard Target Retirement 2005 Fund
	 
	 	 
	1945 through 1954

	 	Vanguard Target Retirement 2015 Fund
	 
	 	 
	1955 through 1964

	 	Vanguard Target Retirement 2025 Fund
	 
	 	 
	1965 through 1974

	 	Vanguard Target Retirement 2035 Fund
	 
	 	 
	1975 or later

	 	Vanguard Target Retirement 2045 Fund





 


- 39 -









 








(I) Limitation on Contributions and Transfers to The Hartford Stock Fund. Effective
September 1, 2006, no more than 10% of a Member or Deferred Member’s own Savings (including
any related loan repayments), no more than 10% of Company Contributions made on behalf of a
Member or Deferred Member (including any related loan repayments) and no more than 10% of
any Rollover (including any related loan repayments), may be invested in The Hartford Stock
Fund. Should a Member or Deferred Member as of September 1, 2006 have more than 10% of any
of such Member or Deferred Member’s own Savings, Company
Contributions and Rollovers (including in each case any related loan repayments) directed to
be invested in The Hartford Stock Fund, any amount so directed above the 10% limit shall
instead be invested in the applicable Default Vanguard Target Retirement Fund set forth in
Section 8.3(H).



In addition, effective September 1, 2006, (i) if more than 10% of a Member or Deferred
Member’s total Accounts (excluding any loan balance) is invested in The Hartford Stock Fund,
the Member shall not be able to transfer any additional amounts to such Fund, and (ii) no
more than 10% of any amount transferred between Investment Funds can be transferred to The
Hartford Stock Fund.



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
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.


 


- 40 -









 






(A) Instructions to Trustee. In the event a Tender Offer is commenced, the Plan
Administrator, promptly after receiving notice of such commencement, shall transfer certain
of its record keeping functions to an independent record keeper. The functions so
transferred shall be those necessary to preserve the confidentiality of any directions given
by the Members and Deferred Members (or Beneficiary in the event of the death of the Member
or Deferred Member) in connection with the Tender Offer. A trustee may not take any action
in response to a Tender Offer except as otherwise provided in this Section. Each Member is,
for all purposes of this Section, hereby designated a named fiduciary within the meaning of
Section 402(a)(2) of ERISA, with respect to the shares of The Hartford Stock allocated to
his or her Accounts. Each Member and Deferred Member (or Beneficiary in the event of the
death of the Member or Deferred Member) may direct the Trustee to sell, offer to sell,
exchange or otherwise dispose of The Hartford Stock allocated to any such individual’s
Accounts in accordance with the provisions, conditions and terms of such tender offer and
the provisions of this Section, provided, however, that such directions shall be
confidential and shall not be divulged by the Trustee or independent record keeper to the
Company or to any director, officer, employee or agent of the Company, it being the intent
to ensure that the Company (and its directors, officers, employees and agents) cannot
determine the direction given by any Member, Deferred Member or Beneficiary. Such
instructions shall be in such form and shall be filed in such manner and at such time as the
Trustee may prescribe.




(B) Trustee Action on Member Instructions. The Trustee shall sell, offer to sell,
exchange or otherwise dispose of The Hartford Stock allocated to the Member’s, Deferred
Member’s or Beneficiary’s Accounts with respect to which it has received directions to do so
under this Section 8.6. The proceeds of a disposition directed by a Member, Deferred Member
or Beneficiary from his or her Accounts under this Section 8.6 shall be allocated to such
individual’s Accounts and be governed by the provisions of this Section or other applicable
provisions of the Plan and the trust agreements related hereto.




(C) Trustee Action With Respect to Members Not Issuing Instructions or Issuing Invalid
Instructions. To the extent to which Members, Deferred Members and Beneficiaries do not
issue valid directions to the Trustee to sell, offer to sell, exchange or otherwise dispose
of The Hartford Stock allocated to their Accounts, such individuals shall be deemed to have
directed the Trustee that such shares remain invested in The Hartford Stock subject to all
provisions of the Plan, including Section 8.6(D).




(D) Investment of Plan Assets after Tender Offer. To the extent possible, the
Trustee shall reinvest the proceeds of a disposition of The Hartford Stock in an
individual’s Accounts in The Hartford Stock as expeditiously as possible in the exercise of
the Trustee’s fiduciary responsibility and shall otherwise be held by the Trustee subject to
the provisions of the trust agreement and the Plan. In the event that The Hartford Stock is
no longer available to be acquired following a tender offer, the Company may direct the
substitution of new employer securities for such Stock or for the proceeds of any
disposition of such Stock. Pending the substitution of new employer securities or the
termination of the Plan and trust, the Trust Fund shall be invested in such securities as
the Trustee shall determine; provided, however, that, pending such investment, the Trustee
shall invest the cash proceeds in short-term securities issued by the United States of
America or any agency or instrumentality thereof or any other investments of a short-term
nature, including corporate obligations or participations therein and interim collective or
common investment funds.


 


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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.



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 to the extent consistent with Code Section
414(u).




(D) Maximum Number of Loans. A Member may have no more than two loans outstanding
at any time. Employees who become Members of the Plan on January 1, 2009 as a result of the
merger of the Planco Profit Sharing Plan into this Plan shall be permitted to continue to
have
three loans outstanding until one of the three is repaid in full, if they have three
outstanding at the time of the plan merger.



(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.




 


- 42 -









 






9.3 Order of Sources for Loans.





(A) Before-Tax Rollover Account.




(B) After-Tax
Rollover Account.




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




(D) Before-Tax Catch-Up Contributions Account.




(E) Prior Plan Transfers.




(F) Basic After-Tax Investment Account.




(G) Supplemental
After-Tax Investment Account.




(H) ESOP Account.




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




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




(K) Vested Planco Profit Sharing Contributions, if any.




(L) Reinvested Dividends Attributable to The Hartford Stock Fund.




(M) Roth 401(k) Rollover Account.




(N) Basic Roth 401(k) and Supplemental Roth 401(k) Investment Account.




(O) Roth 401(k) Catch-Up Contributions Account.




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.


 


- 43 -









 





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 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.


 


- 44 -









 





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.




(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.


 


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(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) Vested Planco Profit Sharing Contribution Account.




(viii) Reinvested Dividends Attributable to The Hartford Stock Fund.




(ix) Prior Plan Transfers.




(D) Non-Hardship Withdrawal of Before-Tax and Roth 401(k) 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, Before-Tax Catch-Up Contributions Account, Basic Roth 401(k) Investment
Account, Supplemental Roth 401(k) Investment Account, Roth 401(k) 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, Before-Tax Catch-Up Contributions Account, Supplemental
Roth 401(k) Investment Account, Basic Roth 401(k) Investment Account, Roth 401(k) Catch-Up
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.


 


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(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, Roth 401(k) Savings, After-Tax Savings, Before-Tax
Catch-Up Savings and Roth 401(k) 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).




(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.


 


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10.4 Form of Payment. Withdrawal payments from The Hartford 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 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 $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.


 


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(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 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 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.


 


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Unless the Member or Deferred Member or Beneficiary otherwise elects, distribution of the
value of a Member’s Vested Share invested in The Hartford 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 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 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 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 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.


 


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(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.




(E) Special Distribution Rules for Certain Amounts Attributable to the Planco Profit
Sharing Plan. Amounts under this Plan attributable to certain defined benefit plan
amounts under the Planco Profit Sharing Plan will be subject the survivor annuity
requirements of Code Section 401(a)(11) and 417. Any distributions subject to such
requirements shall be made in accordance with Sections 16.5 and 16.6 of the Planco Profit
Sharing Plan Basic Plan Document as it existed on December 31, 2008.



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.




(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.




 


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(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 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).




 


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(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. On and after May 1, 2007, Distributee will include
Beneficiaries to the extent permitted by the Code.




(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 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 or Roth
401(k) 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), 408(b) or 408A 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.


 


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(iii) “Eligible Retirement Plan” means, to the extent permitted by the Code, (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 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.


 


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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.



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.


 


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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 Named Fiduciaries. Each Committee appointed pursuant to the Plan, and the Stock Plan
Fiduciary appointed under Section 8.1, 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 with respect to matters that are the
responsibility of the Investment and Savings Plan Investment Committee or Stock Fund Fiduciary
appointed under Section 8.1 or 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.


 


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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 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. Where a Stock Fund
Fiduciary has been appointed to act in accordance with Section 8.1 of the Plan, the Investment and
Savings Plan Investment Committee shall have no responsibility or authority to act with respect to
the assets of the Plan that consist of The Hartford Stock held in The Hartford Stock Fund.


 


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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.



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, Basic Before-Tax Investment Account, Before-Tax Catch-Up
Contributions Account, Supplemental Roth 401(k) Investment Account, Basic Roth 401(k) Investment
Account, or Roth 401(k) Catch-Up Contributions 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.


 


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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.



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 Plan Expenses. The expenses of administering the Plan, including but not limited to
investment management, Trustee, record keeping and audit fees, fees for legal services, and
expenses of the Plan fiduciaries, shall be paid out of the assets of the Trust Fund to the extent
they are not paid by the Company. In the event the Company pays any expense of administering the
Plan, the Company shall be entitled to be reimbursed for the payment out of the assets of the Trust
Fund. All expenses paid out of the Trust Fund shall be allocated among Members pursuant to
procedures adopted by the Pension Administration Committee.



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


 


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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
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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