Hopmeadow Holdings, LP Phantom Unit Incentive Plan Administrative Rules, effective November 1, 2018

Each Participant shall be awarded Phantom Units under the Plan. The number of Phantom Units awarded to any individual non-Executive Participant shall be determined by the Company’s President and Chief Human Resources Officer at their discretion. The number of Phantom Units awarded to any individual Executive Participant shall be determined by the Company’s President and the Committee at their discretion.

Phantom Units awarded under the Plan are not equity interests in the Partnership or Company. Rather, they are notional awards and do not entitle a Participant to any actual equity rights in the Partnership or Company.

Phantom Units awarded under the Plan entitle Participants to receive cash payments as distributions are made from the Partnership or in the event the Company is sold.

After the initial award of Phantom Units to a Participant, the Company’s President and Chief Human Resources Officer may award additional Phantom Units to a non-Executive Participant and the Company’s President and the Committee may award additional Phantom Units to an Executive Participant at their discretion.

Phantom Units do not expire, do not need to be renewed and are not diminished in number by a cash distribution while the Participant remains an employee of Talcott Resolution or falls under one of the continued employment exceptions set forth in Section I(B) above.

The aggregate amount the Plan will distribute under Section III(B) below when distributions are made from the Partnership or the Company is sold will be determined by the Company’s President and Chief Human Resources Officer based on the total amount of the distribution or sale proceeds, the employee pool of Phantom Units, the number of outstanding Phantom Units held by directors of the Company, and the outstanding equity interests of the Partnership at the time of a payment.

For the purposes of the Plan, a Company Sale means the sale, lease or transfer to a third party, in one or a series of related transactions, of:

all or substantially all of the consolidated assets of Hopmeadow Holdings II, LP and its Subsidiaries; or

seventy-five (75%) percent or more in percentage interest of the equity

The amount of the cash payment that a Participant will receive when distributions are made from the Partnership or the Company is sold will be determined by the Company’s President and Chief Human Resources Officer based on the total amount of the distribution or sale proceeds, the amount of Phantom Units held by the Participant, the number of outstanding Phantom Units held by the employees (including any treated as outstanding under Sections 1(B)(1) or 1(B)(2) above) and directors of the Company, and the outstanding equity interests of the Partnership at the time of a payment. Any amounts funded under Section III(A) above and not distributed under the first sentence of this Section III(B), will be distributed to Participants as the Company’s President and Chief Human Resources Officer determines in their discretion. The Company’s President and Chief Human Resources Officer's determination shall be final and conclusive.

Other than as set forth in Section I(B) above, to be eligible to receive a cash distribution under the Plan, a Participant must be employed by the Company on the date the distribution from the Partnership is recorded in the Company’s financial records or a sale of the Company closes, as applicable.

Cash Distributions to Participants under the Plan shall be made within 60 days of when a distribution from the Partnership is recorded in the Company’s financial records or a sale of the Company closes, as applicable.

Cash Distributions to Participants under the Plan are subject to applicable tax withholding.

At their discretion, the Committee with respect to an Executive of the Company and the Company’s President and Chief Human Resources Officer with respect to a non-Executive of the Company, may under the following circumstances suspend or terminate a Participant’s eligibility to receive payment of a cash distribution:

If, at the time a cash payment to a Participant otherwise would be made, the Participant is under investigation for misconduct deemed by management to be a serious violation of the Company’s policies or its Code of Ethics and Business Conduct or is under investigation for the commission of a felony, or has been charged with or indicted for a felony, the Participant’s eligibility to receive a cash payment under the Plan may be suspended until the investigation(s) are completed and/or the charge(s) against the Participant is resolved. Based on the results of such an investigation or the resolution of a felony charge or indictment, the Participant’s Phantom Unit award may be revoked and the Participant’s eligibility to receive the cash payment terminated and the Participant shall have no further rights to any cash payments under the Plan.

At their discretion, the Committee with respect to an Executive of the Company and the Company’s President and Chief Human Resources Officer with respect to a non-Executive of the Company, may under the following circumstances require a Participant to repay to the Company any cash payments received under the Plan:

If the Participant’s employment with the Company is terminated for misconduct deemed by management to be a serious violation of the Company’s policies or its Code of Ethics and Business Conduct or the Participant is found or pleads guilty or nolo contendere to a felony or any reduced charges through a plea agreement, or enters any plea under the Alford doctrine or its equivalent, Participant may be required to repay the Company for any cash payments received under the Plan after the date the misconduct or the criminal act(s) was committed.

Unless otherwise determined by the Committee, the President and Head of Human Resources shall administer the Plan. The President and Head of Human Resources has the authority to delegate some or all of their obligations and responsibilities under the Plan.

Participation in the Plan does not constitute an employment contract, nor is it a guarantee of employment for any fixed period of time. Employment with the Company is at-will, which means that both the employee and the Company are free to terminate the

Except as specifically stated under any employee benefit plan, policy or program, no amount payable in respect of any Phantom Unit or otherwise under the Plan shall be treated as compensation for purposes of calculating a Participant’s right under any such plan, policy or program.

The operation of the Plan shall at all times be governed by the terms of the Plan and in the event of a conflict between the terms of the Plan and these Administrative Rules, the terms of the Plan shall control.