The Hartford Senior Executive Severance Pay Plan

The Hartford Senior Executive Severance Pay Plan

This document describes your benefits under The Hartford Senior Executive Severance Pay Plan, and includes the text of the Plan and other important information.

Rev. September 2006

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TABLE OF CONTENTS

TEXT OF THE HARTFORD SENIOR EXECUTIVE SEVERANCE PAY PLAN

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OTHER IMPORTANT INFORMATION

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THE HARTFORD SENIOR EXECUTIVE
SEVERANCE PAY PLAN

The purpose of The Hartford Senior Executive Severance Pay Plan (the “Plan”) is to assist in occupational transition by providing severance pay for senior executives covered by this Plan whose employment is terminated under conditions set forth in this Plan.

This Plan was effective October 1, 1997, and most recently amended in September 2006. Any termination of employment of a Covered Employee that has an Effective Date (as defined herein) while this Plan is in effect shall be governed exclusively by the terms of this Plan and by no other plan, policy, practice or arrangement, except where this Plan is expressly superseded by a Key Executive Employment Protection Agreement with the Company, or an individual written employment contract or other written agreement with the Company. To the extent that this Plan is expressly superseded by any of the foregoing agreements or contracts, no severance shall be payable hereunder, and the provisions of this Plan will otherwise be deemed null and void and without effect.

You are a Covered Employee under this Plan if you are an “Employee” (as defined below) who (1) qualifies as an “Eligible Employee” (as defined below), (2) is paid on a salaried basis, and (3) is identified as a Tier Two executive. A person who is on an authorized leave of absence, paid or unpaid (including medical leave of absence), of not more than twenty-six (26) weeks who would otherwise qualify as a Covered Employees, but for being on leave of absence, will be considered a Covered Employees for purposes of this Plan.

For purposes of the Plan, “Employee” means any person regularly employed by Hartford Fire Insurance Company or any of its designated subsidiaries or affiliates (collectively, 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.

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For purposes of the Plan, “Eligible Employee” means an Employee employed by the Company; provided, however, that except as the Board of Directors or the Committee 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: (1) a person who is paid on an hourly basis; or (2) a person who: (A) holds a position with the Company’s “HARTEMP” Program, or (B) is hired to work for the Company through a temporary employment agency, or (C) is hired to a position with the Company with notice on his or her date of hire that the position will terminate on a certain date; or (3) a person who is a leased employee (within the meaning of Section 414(n)(2) of the Internal Revenue Code of 1986, as amended (the “Code”)) 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 (4) 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 governmental 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 is otherwise ineligible to participate in the Plan, and such person 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.

If the Company terminates your employment and you sign a Release acceptable to the Company, you shall be provided severance pay in accordance with the terms of this Plan except if you:

If you initiate termination of employment for any reason including resigning, retiring or failing to return to work immediately following the expiration of any leave of absence, no severance pay will be provided under this Plan.

No severance pay will be provided under this Plan upon any termination of employment as a result of your death, or as a result of your Disability as defined in The Hartford Investment and Savings Plan, as may be amended from time to time (the “Savings Plan”).

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5. Schedule of Severance Pay

Covered Employees will be provided severance pay in accordance with the following Schedule of Severance Pay which sets forth the months of Base Pay which are provided to a Covered Employee based upon the Covered Employee’s Years of Service as of the Effective Date.

The severance payment provided will be subject to applicable federal, state and local taxes, which will be withheld from such payment where required by applicable law as determined in the sole discretion of the Plan Administrator.

“Base Pay” shall mean your annual base salary at the Effective Date divided by twelve (12) months.

“Years of Service” shall mean the total number of completed years of employment measured from your Company service date to your Effective Date, rounded to the nearest whole year. Your Company service date is the date used to determine your eligibility for vesting under the applicable Company retirement plan in effect on the Effective Date.

Notwithstanding the above Schedule of Severance Pay, in no event (i) shall months of Base Pay provided to you exceed the number of months remaining between the Effective Date and your Normal Retirement Date, or (ii) shall severance pay exceed the equivalent of twice your total annual compensation during the year immediately preceding the Effective Date.

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Except as provided in this Plan or under a Key Executive Employment Protection Agreement with the Company, or an individual written employment contract or other written agreement with the Company, you shall not be entitled to any notice of termination or pay in lieu thereof. At the sole discretion of the Plan Administrator or designee, notice may be provided.

Severance pay shall be paid in periodic payments according to the regular payroll schedule (“Periodic Payment”), provided that the Company reserves the right at any time to pay the remaining severance pay in a discounted lump sum, so long as such lump sum amount may be paid without causing the recipient to incur any additional taxes under Section 409A of the Code.

Any discounted lump sum paid under this Plan shall be equal to the present value of the remaining Periodic Payments of severance pay as determined by the Company using an interest rate equal to the prime rate at Citibank in effect on the date the Company notifies you that it is exercising its right to pay severance in the discounted lump sum.

Periodic Payment of severance pay will commence or the discounted lump sum will be paid on the next day following the Effective Date, except that where the Company exercises its right to pay the discounted lump sum after the commencement of Periodic Payments, it will be paid promptly after the Company exercises such right. Notwithstanding the above provisions and any other provision of the Plan, no severance payments will be made during the six month period following the Effective Date, unless earlier payment is permitted in accordance with guidance provided under Section 409A of the Code. Should severance payments be delayed in accordance with the preceding sentence, the accumulated Periodic Payments that would have been made but for the period of the delay shall be paid in a lump sum during the 10 day period following the six month anniversary of the Effective Date, together with interest thereon based on prevailing short term rates for the period between the date that the Periodic Payments would have been made but for the period of the delay and the date of payment of the lump sum.

In the event of your death during the period you are receiving Periodic Payment of severance pay, the amount of severance pay remaining shall be paid, subject to applicable law, in a discounted lump sum payment to your spouse, if any, or to such other beneficiary or beneficiaries designated by you in writing, or if you are not married and failing such designation, to your estate.

During the time period that you are receiving Periodic Payment of severance pay, or for which you receive severance pay by lump sum, you must continue to be available to render reasonable assistance to the Company, consistent with the level of your prior position with the Company, at times and locations that are mutually acceptable. In requesting such services, the Company will take into account any other commitments which you may have. After the Effective Date and normal wind up of your former duties, you will not be required to perform any regular services for the Company.

In the event you secure employment other than with the Company while receiving severance pay, you must notify the Company. Upon such notification the Company in its discretion may make a single discounted lump sum payment to you of all remaining severance pay, if such lump sum payment is not anticipated to result in your incurring additional taxes under Section 409A of the Code. Periodic Payment of severance pay will cease if you are rehired by the Company.

In the event you retire under the applicable Company retirement plan while receiving Periodic Payment, the Company will pay you any remaining severance pay in a single discounted lump sum payment, subject to any delay required in order to avoid the imposition of additional tax in accordance with Section 409A of the Code.

Except as otherwise provided herein, as long as you are receiving Periodic Payment, you will continue to be eligible for participation in Company employee benefit plans in effect as of the Effective Date, including without limitation, any non-qualified excess or supplemental benefit plans, in accordance with the applicable provisions of such plans. You will not be eligible to participate in any Company salary continuation, short-term or long-term disability plans, the Company business travel accident plan or any new employee benefit plan or any improvement to any existing employee benefit plan adopted by the Company after the Effective Date. Notwithstanding the above, if your employment is terminated after June 30, 2009, you will not be able to accrue any additional service or benefits in any defined benefit pension plan of the Company, including any non-qualified excess or supplemental defined benefit pension plan, or receive credit for age, service or earnings thereunder, while receiving severance pay (this provision is adopted effective with the September 2006 restatement of the Plan, such that this provision shall be applicable with respect to individuals whose employment is terminated after June 30, 2009 with a right to receive severance benefits under the Plan).

If a lump sum payment of severance pay is made, eligibility to participate in all Company employee benefit plans ends.

Deductions for continuing group life and medical/dental/health insurance and participation in the Savings Plan remain available while receiving Periodic Payment of the severance pay, subject to the maximum time periods as specified by the terms of the respective plans in effect as of the Effective Date, and any restrictions on participation provided by applicable law.

9. Excluded Employee Compensation Plans, Programs, Arrangements and Perquisites

During the period you are receiving Periodic Payment of severance pay, you will not be eligible to accrue any paid time off or participate in any (i) bonus program; (ii) special termination programs; (iii) tax or financial advisory services; (iv) new awards under any long-term incentive compensation plan or program of the Company; (v) new or revised executive compensation programs that may be introduced after the Effective Date; or (vi) any other executive compensation program, plan, arrangement, practice, policy or perquisites unless specifically authorized by the Company in writing. The period during which you are receiving Periodic Payment of severance pay shall be counted as service for purposes of any Company long-term incentive compensation awards outstanding as of the Effective Date to the extent, if any, determined by the administrators of the applicable long-term incentive compensation plans. Notwithstanding the preceding sentence, during such period you will continue to be eligible to vest in any outstanding unvested deferred restricted stock units (bonus swap), as well as any outstanding unvested stock option awards except (a) any options awarded to you on December 17, 1997 or July 19, 2000, and (b) any other options that are designated under the terms of the award of such options as ineligible for continued crediting of service during Periodic Payment of severance pay. Also during such period, you will continue to be eligible to exercise any outstanding vested stock option awards, except to the extent that (I) such options first expire under the applicable plan or program, or (II) such options are designated under the terms of the award of such options as ineligible for continued exercise during Periodic Payment of severance pay.

If the Company or a subsidiary or affiliate or division of the Company or a portion thereof, at which you are employed, is sold or divested, and if (i) you accept employment or continued employment with the purchaser, or (ii) refuse employment or continued employment with the purchaser on terms and conditions substantially comparable to those in effect immediately preceding the sale or divestiture, you shall not be provided severance pay hereunder or any related benefits described in Section 8 or Section 9 of this Plan. The provisions of this Section 10 apply to all sales and divestitures (whether accomplished as sales of assets, sales of corporate entities or any other method), other than any sale or divestiture that qualifies as a Change of Control under The Hartford 2005 Incentive Stock Plan (as it may be amended from time to time).

If, during the period you are receiving Periodic Payment of severance pay, you (i) conduct yourself in a manner which is inimical to the best interests of the Company, or which adversely affects those interests; (ii) make statements, either oral or written, which are false or misleading or which disparage the Company; (iii) fail to comply with any Company Covenant Against Disclosure and Assignment of Rights to Intellectual Property or other similar policy or undertaking of the Company; (iv) without the Company’s prior consent, induce any employees of the Company to leave their Company employment; or (v) fail to comply with applicable provisions of the Code of Ethics and Business Conduct or other similar policy or undertaking of the Company, or any other applicable corporate policy of the Company, then the Company will have no further obligation to provide severance pay.

No severance pay will be provided under this Plan unless you execute and deliver to the Company a Release, satisfactory to the Company, in which you discharge and release the Company, its affiliates and the Company’s directors, officers, employees and employee benefit plans from all claims (other than for benefits to which you are entitled under any Company employee benefit plan) arising out of your employment or termination of employment.

Any severance pay provided to you under this Plan shall be offset by reducing such amount by any severance pay, termination pay or similar pay or allowance which you receive or are entitled to receive (i) under any other Company plan, policy, practice, program or arrangement; (ii) pursuant to any Key Executive Employment Protection Agreement with the Company, or any individual written employment agreement or other written agreement with the Company; or (iii) by virtue of any law, custom or practice excluding, however, any unemployment compensation which you may receive as a state unemployment award.

Any severance pay provided to you under this Plan shall also be offset by reducing such severance pay by any severance pay, termination pay or similar pay or allowance you received as a result of any prior termination of employment with the Company.

Any severance pay and any notice pay provided to you under this Plan shall be offset by reducing such severance pay and notice pay by any payments made to you by the Company pursuant to the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar federal, state or local law.

Any severance pay provided to you under this Plan shall be offset by reducing such severance pay by any payment made to you under any Company or statutory disability plan, policy, practice, program or arrangement where any such payment is made for any period of time after the Effective Date.

Responsibility for administration of this Plan rests with the Company’s Executive Vice President, Human Resources (or other individual with similar responsibilities) or his designee (“Plan Administrator”).

The Plan Administrator shall have the exclusive right to interpret this Plan, adopt any rules and regulations for carrying out this Plan as may be appropriate and decide any and all matters arising under this Plan, including, but not limited to, the right to determine appeals. Subject to applicable federal and state law, all interpretations and decisions by the Plan Administrator shall be final, conclusive and binding on all parties affected thereby.

The Plan Administrator shall have the power to make amendments to the Plan that do not involve a material cost to the Company or are required by applicable law. Any other amendments to the Plan shall be made by the Board of Directors of Hartford Fire Insurance Company. The Company, through its Board of Directors, reserves the right, in its sole discretion, to terminate, suspend, amend or modify this Plan (“Plan Change”) in whole or in part at any time without prior notice except that no such Plan Change, and no Plan amendment made by the Plan Administrator, may reduce or adversely affect severance pay for any employee whose employment terminates within two years of the effective date of such Plan Change or amendment, provided that such Executive was a Covered Employee under this Plan on the date of such Plan Change or amendment. Notwithstanding the preceding sentence, the Plan Administrator or the Board of Directors may unilaterally amend this Plan at any time as may be necessary, in its reasonable judgment, to comply with law or to avoid payments to executives under the Plan being subject to an additional tax under Section 409A of the Code. This Plan is intended to comply with Section 409A of the Code, and no action taken by the Company shall be construed in a manner that would result in the imposition of an additional tax on executives under Section 409A of the Code. Notwithstanding anything in this Plan to the contrary, the Plan shall not be amended, modified, suspended or terminated during the period in which a Change of Control (as defined in The Hartford 2005 Incentive Stock Plan, as it may be amended from time to time) is threatened. For purposes of the preceding sentence, a Change of Control shall be deemed to be threatened for the period beginning on the date of any Potential Change of Control (as defined in The Hartford 2005 Incentive Stock Plan, as it may be amended from time to time), and ending upon the earlier of: (i) the second anniversary of the date of such Potential Change of Control, (ii) the date a Change of Control occurs, or (iii) the date the Board of Directors of The Hartford Financial Services Group, Inc. or the appropriate committee thereof determines in good faith that a Change of Control is no longer threatened.

OTHER IMPORTANT INFORMATION

NOTICE

This Plan is not a contract of employment. It does not guarantee your employment for any specified period and does not limit the right of the Company to terminate your employment at any time for any reason. Employment with the Company is terminable at will.

Any employee who is not obligated to continue his/her employment under a formal written employment agreement with the Company retains the right to terminate their employment at any time, with or without notice, and with or without cause. Likewise, the Company can terminate the employment of any employee at any time, with or without notice, and with or without cause, subject to applicable law.

No supervisor or manager has any authority to enter into an employment agreement, written or verbal, or to make any agreement or representations contrary to the preceding paragraph, unless it is authorized by the Chairman of The Hartford Financial Services Group, Inc. and such agreement is in writing. Further no document, communication or publication of The Hartford Financial Services Group, Inc., the Company, or any affiliate of either of the foregoing should be understood as, or construed as, making such an agreement or extending such a representation.

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