-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N3pds2t00xDzJsgZ8r/UNRkO/h9zZbRPPbqDdczHh1ISEjq8+WM3sOI1+jxiIR+7 5392vjgbAA/AqBVm2Eof1g== /in/edgar/work/20001102/0000899243-00-002281/0000899243-00-002281.txt : 20001106 0000899243-00-002281.hdr.sgml : 20001106 ACCESSION NUMBER: 0000899243-00-002281 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20001102 EFFECTIVENESS DATE: 20001102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARTFORD FINANCIAL SERVICES GROUP INC/DE CENTRAL INDEX KEY: 0000874766 STANDARD INDUSTRIAL CLASSIFICATION: [6411 ] IRS NUMBER: 133317783 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-49170 FILM NUMBER: 751896 BUSINESS ADDRESS: STREET 1: HARTFORD PLZ CITY: HARTFORD STATE: CT ZIP: 06115 BUSINESS PHONE: 8605475000 MAIL ADDRESS: STREET 1: HARTFORD PLAZA T-15 CITY: HARTFORD STATE: CT ZIP: 06115 FORMER COMPANY: FORMER CONFORMED NAME: ITT HARTFORD GROUP INC /DE DATE OF NAME CHANGE: 19930328 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on November 2, 2000 Registration No. 333-__________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________ The Hartford Financial Services Group, Inc. (Exact name of registrant as specified in its charter) Delaware 13-3317783 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) Hartford Plaza Hartford, CT 06115-1900 (Address of Principal Executive Offices including Zip Code) The Hartford 1995 Incentive Stock Plan The Hartford Financial Services Group, Inc. 2000 Incentive Stock Plan The Hartford Financial Services Group, Inc. 2000 Planco Non-Employee Option Plan (Full title of the Plans) Michael S. Wilder, Esq. Group Senior Vice President and General Counsel The Hartford Financial Services Group, Inc. Hartford Plaza Hartford, CT 06115-1900 (860) 547-5000 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------- Proposed Proposed maximum maximum Amount of Title of securities to Amount to be offering price aggregate registration be registered registered per unit/(3)/ offering price fee - ---------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 27,521,794/(1)/ $73.50 $2,022,851,859 $534,033 Series A Participating Cumulative Preferred Stock Purchase Rights 27,521,794/(2)/ /(2)/ /(2)/ /(2)/ - ----------------------------------------------------------------------------------------------------
(1) The number of shares of The Hartford Financial Services Group, Inc. (the "Company") common stock (the "Common Stock") to be offered pursuant to The Hartford Financial Services Group, Inc. 2000 Incentive Stock Plan (the "2000 Plan") (17,211,837 shares) and The Hartford Financial Services Group, Inc. 2000 Planco Non-Employee Option Plan (65,241 shares), plus the registration of 10,244,716 additional shares for awards granted under The Hartford 1995 Incentive Stock Plan (the "1995 Plan") that is now succeeded by the 2000 Plan (collectively, the "Plans") (collectively, 27,521,794 shares). (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plans. This Registration Statement also covers 27,521,794 Rights to purchase Series A Participating Cumulative Preferred Stock (the "Rights") which are appurtenant to and trade with the Company Common Stock. The value attributable to the Rights, if any, is reflected in the market value of the Company's Common Stock and the registration fee for the Rights is included in the fee for the Common Stock. (3) Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the "Securities Act"), solely for the purpose of determining the registration fee, and based on the average of the high and low prices per share of the Common Stock as reported on the New York Stock Exchange for October 27, 2000. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference Incorporated by reference in this Registration Statement are the following documents heretofore filed by The Hartford Financial Services Group, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (a) The Company's latest annual report filed pursuant to Sections 13(a) or 15(d) of the Exchange Act; (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; (c) The description of the Company's Common Stock, par value $.01 per share (the "Common Stock"), contained in a registration statement filed under the Exchange Act, and any amendment or report filed for the purpose of updating such description; (d) The Company's Amended Registration Statement on Form S-8 (File No. 33- 80665) of The Hartford 1995 Incentive Stock Plan (the "1995 Stock Plan"); and (e) The description of the Rights which is contained in a Form 8-A report filed under the Exchange Act, including any amendment or report filed for purposes of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post- effective amendment that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the dates of filing of such documents. Item 4. Description of Securities Not applicable. 3 Item 5. Interests of Named Experts and Counsel None. Item 6. Indemnification of Directors and Officers The Delaware General Corporation Law (the "Delaware Law") permits a Delaware corporation to include a provision in its Certificate of Incorporation, and the Company's Amended and Restated Certificate of Incorporation so provides, eliminating or limiting the personal liability of a director or officer to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision may not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law which makes directors personally liable for unlawful dividends or unlawful stock repurchases or redemptions and (iv) any transaction from which a director derives an improper personal benefit. Under Delaware law, directors and officers may be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation (a "derivative action")) if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In derivative actions, indemnification extends only to expenses (including attorneys' fees) actually and reasonably incurred in connection with defense or settlement of such an action and, in the event such person shall have been adjudged to be liable to the corporation, only to the extent that a proper court shall have determined that such person is fairly and reasonably entitled to indemnity for such expenses. The Company's Bylaws provide that directors and officers shall be, and at the discretion of the Board of Directors, nonofficer employees may be, indemnified by the Company to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred in connection with service for or on behalf of the Company and further permits the advancing of expenses incurred in defending claims. The Bylaws also provide that the right of directors and officers to indemnification shall be a contract right and shall not be exclusive of any other right now possessed or hereafter acquired under any Bylaw, agreement, vote of stockholders or otherwise. The Company's Certificate of Incorporation contains a provision permitted by Delaware law that generally eliminates the personal liability of directors for monetary 4 damages for breaches of their fiduciary duty, including breaches involving negligence or gross negligence in business combinations, unless the director has breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or a knowing violation of law, paid a dividend or approved a stock repurchase in violation of the Delaware Law or obtained an improper personal benefit. This provision does not alter a director's liability under the Federal securities laws. In addition, this provision does not affect the availability of equitable remedies, such as an injunction or rescission, for breach of fiduciary duty. The Company maintains directors' and officers' reimbursement and liability insurance pursuant to standard form policies. The risks covered by such policies include certain liabilities under the securities law. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits An Exhibit Index, containing a list of all exhibits filed with this Registration Statement, is included with this filing. Item 9. Undertakings (a) Rule 415 Offering. The undersigned Company hereby undertakes: ----------------- (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to: (i) include any Prospectus required by Section 10(a)(3) of the Securities Act, unless the information is contained in periodic reports filed by the Company pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (ii) reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement, unless the information is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; 5 (iii) include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To file a post-effective amendment to remove from registration any of the securities being registered which remain unsold at the termination of the offering. (b) Subsequent Exchange Act Documents. The undersigned Company hereby --------------------------------- undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Indemnification. Insofar as indemnification for liabilities arising --------------- under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 6 SIGNATURES ---------- The Company. Pursuant to the requirements of the Securities Act and the - ----------- attached Powers of Attorney filed herewith, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut on the 1st day of November, 2000. THE HARTFORD FINANCIAL SERVICES GROUP, INC. By: /s/ Michael S. Wilder --------------------- Michael S. Wilder Group Senior Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on behalf of the following persons indicated below, in the capacities and on the date indicated.
Signature Title Date - --------- ----- ---- * Chairman, President and November 1, 2000 - --------------------- Chief Executive Officer Ramani Ayer and Director (Principal Executive Officer) * Vice Chairman and Director November 1, 2000 - --------------------- Lowndes A. Smith * Executive Vice President and November 1, 2000 - --------------------- Chief Financial Officer and Director David K. Zwiener (Principal Financial Officer) * Senior Vice President and November 1, 2000 - --------------------- Controller John N. Giamalis (Principal Accounting Officer)
7 * - ---------------------- Bette B. Anderson Director November 1, 2000 * - ---------------------- Rand V. Araskog Director November 1, 2000 * - ---------------------- Dina Dublon Director November 1, 2000 * - ---------------------- Donald R. Frahm Director November 1, 2000 * - ---------------------- Paul G. Kirk, Jr. Director November 1, 2000 * - ---------------------- Robert W. Selander Director November 1, 2000 * - ---------------------- H. Patrick Swygert Director November 1, 2000 * - ---------------------- Gordon I. Ulmer Director November 1, 2000 *Signed By /s/ C. M. O'Halloran --------------------- C. M. O'Halloran as Attorney in Fact 8 INDEX TO EXHIBITS Exhibit No. Description of Exhibit - ----------- ---------------------- 5 Opinion of Debevoise & Plimpton (filed herewith) 23.1 Consent of Arthur Andersen LLP (filed herewith) 23.2 Consent of Debevoise & Plimpton (included in Exhibit 5) 24 Power of Attorney (filed herewith) 99(i) The Hartford Financial Services Group, Inc. 2000 Incentive Stock Plan was filed as Exhibit 10.1 to The Hartford's Form 10-Q for the Quarterly Period ended June 30, 2000 and is incorporated herein by reference. 99(ii) The Hartford Financial Services Group, Inc. 2000 Planco Non- Employee Option Plan 9 EX-5 2 0002.txt OPINION OF DEBEVOISE & PLIMPTON EXHIBIT 5 AND 23.2 November 2, 2000 The Hartford Financial Services Group, Inc. Hartford Plaza Hartford, Connecticut 06115-1900 Ladies and Gentlemen: We have acted as counsel to The Hartford Financial Services Group, Inc., a Delaware corporation (the "Company"), in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") to be filed under the Securities Act of 1933 (the "Act") relating to (a) 17,211,837 shares - of the Company's Common Stock, par value $.01 per share (the "Common Stock"), reserved for issuance pursuant to the Company's 2000 Incentive Stock Plan, (b) - 65,241 shares of Common Stock reserved for issuance under the Company's 2000 Planco Non-Employee Option Plan, (c) 10,244,716 shares of Common Stock reserved - for issuance under the Company's 1995 Incentive Stock Plan (the 2000 Incentive Stock Plan, the 2000 Planco Non-Employee Option Plan and the 1995 Incentive Stock Plan being collectively referred to as the "Plans") and (d) 27,521,794 - Series A Participating Cumulative Preferred Stock Purchase Rights (the "Rights") which are appurtenant to and trade with the Common Stock, reserved for issuance in connection with the issuance of such of Common Stock pursuant to the Company's Rights Agreement, dated as of November 1, 1995, with The Bank of New York as Rights Agent (the "Rights Plan"). We are familiar with the written documents which comprise the Plans, and in rendering the opinion expressed below, we have examined and are relying on originals, or copies certified or otherwise identified to our satisfaction, of such other corporate records, documents, certificates or other instruments, as in our judgment are necessary or appropriate as a basis for such opinion. Based on the foregoing, we are of the opinion that authorized but previously unissued shares of Common Stock which may be issued by the Company pursuant to the Plans, and the Rights appurtenant thereto, have been duly authorized and when issued in accordance with the terms of the Plans and the Rights Plan will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Debevoise & Plimpton EX-23.1 3 0003.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- THE HARTFORD FINANCIAL SERVICES GROUP, INC.: As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 31, 2000 included in The Hartford Financial Services Group, Inc.'s Form 10-K for the year ended December 31, 1999 and to all references to our firm included in this registration statement. /s/ Arthur Andersen LLP Hartford, Connecticut November 2, 2000 3 EX-24 4 0004.txt POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY * Each person whose signature appears below does hereby make, constitute and appoint MICHAEL S. WILDER, C. M. O'HALLORAN and KATHERINE VINES TRUMBULL, and each of them, with full power to act as his or her true and lawful attorneys-in- fact and agents, in his or her name, place and stead to execute on his or her behalf, as an officer and/or director of The Hartford Financial Services Group, Inc. (the "Company"), one or more Registration Statements of the Company on Form S-8 (the "Registration Statement") for the registration of shares of the Company's common stock, par value $0.01 ("Common Stock"), in connection with The Hartford 1995 Incentive Stock Plan, The Hartford Financial Services Group, Inc. 2000 Incentive Stock Plan, The Hartford Financial Services Group, Inc. 2000 Planco Non-Employee Option Plan and the 1997 Hartford Life, Inc. Incentive Stock Plan, and any and all amendments to the Registration Statements (including post- effective amendments), and file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"), and any and all other instruments which either of said attorneys-in-fact and agents deems necessary or advisable to enable the Company to comply with the Act, the rules, regulations and requirements of the SEC in respect thereof, and the securities or Blue Sky laws of any State or other governmental subdivision, giving and granting to each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever necessary or appropriate to be done in and about the premises as fully to all intents as he or she might or could do if personally present at the doing thereof, with full power of substitution and resubstitution, hereby ratifying and confirming all that his or her said attorneys-in-fact and agents or substitutes may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of attorney this 19th day of October, 2000. /s/ RAMANI AYER /s/ DINA DUBLON - ------------------------------- ------------------------------- RAMANI AYER DINA DUBLON /s/ LOWNDES A. SMITH /s/ DONALD R. FRAHM - ------------------------------- ------------------------------- LOWNDES A. SMITH DONALD R. FRAHM /s/ DAVID K. ZWIENER /s/ PAUL G. KIRK, JR. - ------------------------------- ------------------------------- DAVID K. ZWIENER PAUL G. KIRK, JR. /s/ JOHN N. GIAMALIS /s/ ROBERT W. SELANDER - ------------------------------- ------------------------------- JOHN N. GIAMALIS ROBERT W. SELANDER /s/ BETTE B. ANDERSON /s/ H. PATRICK SWYGERT - ------------------------------- ------------------------------- BETTE B. ANDERSON H. PATRICK SWYGERT /s/ RAND V. ARASKOG /s/ GORDON I. ULMER - ------------------------------- ------------------------------- RAND V. ARASKOG GORDON I. ULMER *Conformed and composite copy. 4 EX-99.II 5 0005.txt 2000 PLANCO NON-EMPLOYEE OPTION PLAN EXHIBIT 99(ii) THE HARTFORD FINANCIAL SERVICES GROUP, INC. ________________________________________________________________________________ THE HARTFORD FINANCIAL SERVICES GROUP, INC. 2000 PLANCO NON-EMPLOYEE OPTION PLAN 65,241 Shares of Common Stock, par value $.01 per share ________________________________________________________________________________ ________________________________________________________________________________ 5 TABLE OF CONTENTS General Information......................................... 2 The Hartford Financial Services Group, Inc. 2000 PLANCO Non-Employee Option Plan........................ 3
GENERAL INFORMATION Pursuant to The Hartford Financial Services Group, Inc. 2000 PLANCO Non- Employee Option Plan (the "Plan"), the committee administering the Plan may award non-qualified stock options. Reference is made to the text of the Plan herein for a complete description of awards permitted under the Plan and the relevant provisions and conditions applicable thereto. This prospectus does not cover resales of Common Stock acquired pursuant to the provisions of the Plan. Resales may be subject to restrictions or limitations imposed by the Securities Act of 1933 and the Securities Exchange Act of 1934. The Plan is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974. Furthermore, Section 401 of the Internal Revenue Code relating to certain qualified pension, profit-sharing and stock bonus plans does not apply to the Plan. Plan participants receive information with respect to their participation, including the date of grant, the exercise price, the amount exercisable and the expiration date. 6 THE HARTFORD FINANCIAL SERVICES GROUP, INC. 2000 PLANCO NON-EMPLOYEE OPTION PLAN 1. Purpose The purpose of The Hartford Financial Services Group, Inc. 2000 Non- Employee Option Plan is to motivate and reward superior performance on the part of Key Individuals who render services on behalf of The Hartford and its affiliates and to thereby attract and maintain relationships with Key Individuals of superior ability. In addition, the Plan is intended to further opportunities for stock ownership by such Key Individuals in order to increase their proprietary interest in the Company and, as a result, their interest in the success of the Company. Awards may be made, in the discretion of the Committee, to Key Individuals whose responsibilities and decisions directly affect the performance of any Participating Company and its subsidiaries. 2. Definitions When used herein, the following terms shall have the following meanings: "Act" means the Securities Exchange Act of 1934, as amended. "Option Agreement" means the written agreement evidencing each Option granted under the Plan. "Beneficial Owner" means any Person who, directly or indirectly, has the right to vote or dispose of or has "beneficial ownership" (within the meaning of Rule 13d-3 under the Act) of any securities of a company, including any such right pursuant to any agreement, arrangement or understanding (whether or not in writing), provided that: (i) a Person shall not be deemed the Beneficial Owner ------------- of any security as a result of an agreement, arrangement or understanding to vote such security (A) arising solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the Act and the applicable rules and regulations thereunder, or (B) made in connection with, or to otherwise participate in, a proxy or consent solicitation made, or to be made, pursuant to, and in accordance with, the applicable provisions of the Act and the applicable rules and regulations thereunder, in either case described in clause (A) or (B) above, whether or not such agreement, arrangement or understanding is also then reportable by such Person on Schedule 13D under the Act (or any comparable or successor report); and (ii) a Person engaged in business as an underwriter of securities shall not be deemed to be the Beneficial Owner of any security acquired through such Person's participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition. 7 "Beneficiary" means the beneficiary or beneficiaries designated pursuant to Section 10 to receive the amount, if any, payable under the Plan upon the death of an Option recipient. "Board" means the Board of Directors of the Company. "Change of Control" means the occurrence of an event defined in Section 9 of the Plan. "Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. (All citations to sections of the Code are to such sections as they may from time to time be amended or renumbered.) "Committee" means the Compensation and Personnel Committee of the Board or such member thereof or such other committee as may be designated by the Board to administer the Plan. "Company" means The Hartford Financial Services Group, Inc. and its successors and assigns. "Employee" means any person regularly employed by a Participating Company, but shall not include any person who performs services for a Participating Company as an independent contractor or under any other non-employee classification, or who is classified by a Participating Company as, or determined by a Participating Company to be, an independent contractor. "Fair Market Value," unless otherwise indicated in the provisions of this Plan, means, as of any date, the composite closing price for one share of Stock on the New York Stock Exchange or, if no sales of Stock have taken place on such date, the composite closing price on the most recent date on which selling prices were quoted, the determination to be made in the discretion of the Committee. "Key Individual" means an individual who is an independent contractor serving on the wholesale sales force in a Required Relationship with a Participating Company who is not an Employee of any Participating Company and whose responsibilities and decisions, in the judgment of the Committee, directly affect the performance of the Company and its affiliates. "Option" means a non-qualified Stock option awarded under Section 5 of the Plan to purchase Stock of the Company. "Participating Company" means the Company or any subsidiary or other affiliate of the Company. "Person" has the meaning ascribed to such term in Section 3(a)(9) of the Act, as supplemented by Section 13(d)(3) of the Act; provided, however, that Person shall not 8 include (i) the Company, any subsidiary of the Company or any other Person controlled by the Company, (ii) any trustee or other fiduciary holding securities under any employee benefit plan of the Company or of any subsidiary of the Company, or (iii) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of securities of the Company. "Plan" means The Hartford Financial Services Group, Inc. 2000 PLANCO Non- Employee Option Plan, as the same may be amended, administered or interpreted from time to time. "Plan Year" means the calendar year. "Required Relationship" means a relationship involving an insurance agent who is an exclusive agent of a Participating Company, or who derives more than 50% of his or her annual income from a Participating Company. "Stock" means the Common Stock ($.01 par value) of the Company. "The Hartford" means The Hartford Financial Services Group, Inc. and its successors and assigns. 3. Shares Subject to the Plan The aggregate number of shares of Stock which may be awarded under the Plan shall not exceed 65,241 shares of Stock, subject to adjustment as provided in Section 13. Subject to the above limitations, shares of Stock to be issued under the Plan may be made available from the authorized but unissued shares, or shares held by the Company in treasury or shares purchased in the open market. For the purpose of computing the total number of shares of Stock available for Options under the Plan and in applying the limitation in the preceding paragraph, there shall be counted against the foregoing limitations the number of shares of Stock subject to issuance upon exercise or settlement of Options determined as at the dates on which such Options are granted. If any Options under the Plan are forfeited, terminated, expire unexercised, are settled in cash in lieu of Stock or are exchanged for other Options, the shares of Stock which were theretofore subject to such Options shall again be available for awards under the Plan to the extent of such forfeiture, termination, expiration, cash settlement or exchange of such Options. Further, any shares that are exchanged (either actually or constructively) by optionees as full or partial payment to the Company of the purchase price of shares being acquired through the exercise of a Stock option granted under the Plan may be available for subsequent awards. 9 4. Grant of Options and Option Agreements (a) Subject to the provisions of the Plan, the Committee shall (i) determine and designate from time to time those Key Individuals or groups of Key Individuals to whom Options are to be granted; (ii) determine the amount or number of shares of Stock subject to each Option; (iii) determine the time or times when and the manner in which each Option shall be exercisable and the duration of the exercise period; and (iv) determine the terms and conditions of each Option. (b) Each Option granted under the Plan shall be evidenced by an Option Agreement. Such Option Agreement shall be subject to and incorporate the express terms and conditions, if any, required under the Plan or required by the Committee. 5. Stock Options (a) The exercise period for a non-qualified Stock option shall not exceed ten years from the date of grant. (b) Unless otherwise determined by the Committee in its discretion, the Option price per share shall be not less than the Fair Market Value of one share of Stock on the date the Option is granted. (d) No part of any Option may be exercised until the Key Individual who has been granted the Option shall have remained in a Required Relationship with a Participating Company for such period after the date of grant as the Committee may specify, if any, and the Committee may further require exercisability in installments. (e) Except as provided in Section 9, the purchase price of the shares as to which an Option shall be exercised shall be paid to the Company at the time of exercise either in cash or Stock already owned by the optionee having a total Fair Market Value equal to the purchase price, or a combination of cash and Stock having a total fair market value, as so determined, equal to the purchase price. The Committee shall determine acceptable methods for tendering Stock as payment upon exercise of an Option and may impose such limitations and prohibitions on the use of Stock to exercise an Option as it deems appropriate. (f) In case of a termination of a Key Individual's Required Relationship, the following provisions shall apply: (A) If a Key Individual who has been granted an Option shall die before such Option has expired, his or her Option may be exercised, to the extent that the Key Individual could have exercised such Option on the date of his or her death, by (i) the person or persons to whom the Key Individual's rights under the Option pass by will, or if no such person has such right, by his or her executors or administrators; or (ii) his or her Beneficiary designated pursuant to Section 10, at any time, or from time to time, in 10 either case, within three (3) months after the date of the Key Individual's death, but not later than the expiration date of the Option specified in Section 5(b) above. (B) Except as provided in Section 9, if the Key Individual's Required Relationship is terminated for cause as determined by the Committee, all Options shall be canceled coincident with the effective date of the termination of the Required Relationship. (C) Except as provided in Section 9, if the Key Individual's Required Relationship terminates for any reason other than death or cause, he or she may exercise his or her Options, to the extent exercisable at the date of the termination of his or her Required Relationship, at any time, or from time to time, within three (3) months after the date of the termination of his or her Required Relationship, but not later than the expiration date specified in Section 5(b) above. Any Options not so exercisable shall be cancelled coincident with the effective date of the termination of the Required Relationship. (g) No Option granted under the Plan shall be transferable other than by will or by the laws of descent and distribution. During the lifetime of the optionee, an Option shall be exercisable only by the Key Individual to whom the Option is granted (or his or her estate or designated Beneficiary). 8. Certificates for Shares of Stock (a) The Company shall not be required to issue or deliver any certificates for shares of Stock prior to (i) the listing of such shares on any stock exchange on which the Stock may then be listed and (ii) the completion of any registration or qualification of such shares under any federal or state law, or any ruling or regulation of any government body which the Company shall, in its sole discretion, determine to be necessary or advisable. (b) All certificates for shares of Stock delivered under the Plan shall also be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed and any applicable federal or state securities laws, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions. In making such determination, the Committee may rely upon an opinion of counsel for the Company. (c) Each Key Individual who receives Stock in settlement of an Option shall have all of the rights of a shareholder with respect to such shares, including the right to vote the shares and receive dividends and other distributions. No Key Individual awarded an Option shall have any right as a shareholder with respect to any shares covered by his or her Individual Option prior to the date of issuance to him or her of a certificate or certificates for such shares. 11 9. Change of Control (a) For purposes of this Plan, a Change of Control shall occur if: (i) a report on Schedule 13D shall be filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Act disclosing that any Person, other than The Hartford or a subsidiary of The Hartford or any employee benefit plan sponsored by The Hartford or a subsidiary of The Hartford, is the Beneficial Owner of twenty percent or more of the outstanding stock of the Company entitled to vote in the election of directors of the Company; (ii) any Person, other than The Hartford or a subsidiary of The Hartford or any employee benefit plan sponsored by The Hartford or a subsidiary of The Hartford shall purchase shares pursuant to a tender offer or exchange offer to acquire any stock of the Company (or securities convertible into stock) for cash, securities or any other consideration, provided that after consummation of the offer, the Person in question is the Beneficial Owner, directly or indirectly, of fifteen percent or more of the outstanding stock of the Company entitled to vote in the election of directors of the Company (calculated as provided in paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire stock); (iii) the stockholders of the Company shall approve (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of stock of the Company entitled to vote in the election of directors of the Company would be converted into cash, securities or other property, other than a consolidation or merger of the Company in which holders of such stock of the Company immediately prior to the consolidation or merger have the same proportionate ownership of common stock of the surviving corporation entitled to vote in the election of directors immediately after the consolidation or merger as immediately before, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company; or (iv) within any 12 month period, the persons who were directors of the Company immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of the Company or the board of directors of any successor to the Company, provided that any director who was not a director at the beginning 12 of such period shall be deemed to be an Incumbent Director if such director (A) was elected to the Board of the Company by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of this clause (iv), and (B) was not designated by a Person who has entered into an agreement with the Company to effect a transaction described in the immediately preceding clause (iii). (b) Notwithstanding any provisions in this Plan to the contrary, upon the occurrence of a Change of Control: (i) Each Option outstanding on the date such Change of Control occurs, and which is not then fully vested and exercisable, shall immediately vest and become exercisable to the full extent of the original grant for the remainder of its term. (ii) The surviving or resulting corporation may, in its discretion, provide for the assumption or replacement of each outstanding Option granted under the Plan on terms which are no less favorable to the optionee than those applicable to the Options immediately prior to the Change of Control. If the surviving or resulting corporation offers to assume or replace the Options, the optionee may elect to have his or her Options assumed or replaced, in whole or in part, or to surrender on the date the Change of Control occurs his or her Options, in whole or in part, for cash equal to the excess of the Formula Price as defined in Section 9(b)(v) hereof over the exercise price. (iii) In the event the successor corporation does not offer to assume or replace the outstanding Options as described in Section 9(b)(ii) hereof, each Option will be exercised on the date such Change of Control occurs for cash equal to the excess of the Formula Price as defined in Section 9(b)(v) hereof over the exercise price. (iv) If a Key Individual elects to have his or her Options assumed or replaced in accordance with clause (ii) above, and within the three (3) year period following the date of the Change of Control the following occurs: the Required Relationship of such Key Individual is involuntarily terminated other than in a Termination For Just Cause (as defined below), then such Key Individual's assumed or replaced Options shall remain exercisable in whole or in part for seven (7) months after the date of such termination (or until the expiration date for such Options, if earlier). Such assumed or replaced Options may be exercised for cash equal to the higher of (1) the excess of the ------ Fair Market Value of the 13 successor corporation's common stock on the date of such termination over the exercise price for such Options, or (2) the excess of the Formula Price (as defined below) of the Company's Stock on the date the Change of Control occurred over the exercise price for such Options. (v) The following definitions shall apply for purposes of this Section 9 only: ---- "Formula Price" means the highest of (A) the highest composite ------- daily closing price of the Stock during the period beginning on the 60th calendar day prior to the Change of Control and ending on the date of such Change of Control, (B) the highest gross price paid for the Stock during the same period of time, as reported in a report on Schedule 13D filed with the Securities and Exchange Commission, or (C) the highest gross price paid or to be paid for a share of Stock (whether by way of exchange, conversion, distribution upon merger, liquidation or otherwise) in any of the transactions set forth in this Section as constituting a Change of Control. "Termination For Just Cause" means a termination of the Required Relationship based on fraud, misappropriation or embezzlement on the part of the Key Individual which results in a final conviction of a felony. (c) In the event of a Change of Control, no amendment, suspension or termination of the Plan thereafter shall impair or reduce the rights of any person with respect to any Option granted under the Plan. 10. Beneficiary (a) Each Key Individual may file with the Company a written designation of one or more persons as the Beneficiary who shall be entitled to receive the Option, if any, payable under the Plan upon his or her death. A Key Individual may from time to time revoke or change his or her Beneficiary designation without the consent of any prior Beneficiary by filing a new designation with the Company. The last such designation received by the Company shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Company prior to the death of the Key Individual and in no event shall it be effective as of a date prior to such receipt. (b) If no such Beneficiary designation is in effect at the time of the death of a Key Individual or if no designated Beneficiary survives the Key Individual or if such designation conflicts with law, the estate of the Key Individual shall be entitled to receive the Option, if any, payable under the Plan upon his or her death. If the Committee is in doubt as to the right of any person to receive such Option, the Company may retain such 14 Option, without liability for any interest thereon, until the Committee determines the rights thereto, or the Company may deliver such Option into any court of appropriate jurisdiction and such delivery shall be a complete discharge of the liability of the Company therefor. 11. Administration of the Plan (a) All decisions, determinations or actions of the Committee made or taken pursuant to grants of authority under the Plan shall be made or taken in the sole discretion of the Committee and shall be final, conclusive and binding on all persons for all purposes. (b) The Committee shall have full power, discretion and authority to interpret, construe and administer the Plan and any part thereof, and its interpretations and constructions thereof and actions taken thereunder shall be, except as otherwise determined by the Board, final, conclusive and binding on all persons for all purposes. (c) The Committee's decisions and determinations under the Plan need not be uniform and may be made selectively among Key Individuals, whether or not such Key Individuals are similarly situated. (d) The Committee may, in its sole discretion, delegate such of its powers as it deems appropriate to the Committee Chairman, the chief executive officer or other members of senior management. (e) If a Change of Control has not occurred and if the Committee determines that a Key Individual has taken action inimical to the best interests of any Participating Company, the Committee may, in its sole discretion, terminate in whole or in part such portion of any Option as has not yet become exercisable at the time of termination. 12. Amendment, Extension or Termination The Board or the Committee may, at any time, amend or terminate the Plan for any reason as determined in their sole discretion. 13. Adjustments in Event of Change in Common Stock In the event of any reorganization, merger, recapitalization, consolidation, liquidation, Stock dividend, Stock split, reclassification, combination of shares, rights offering, split-up or extraordinary dividend (including a spin-off) or divestiture, or any other change in the corporate structure or shares of Stock, the Committee may make such adjustment in the Stock subject to purchase by an Option, or the terms, conditions or restrictions on Options, including the price payable upon the exercise of such Option and the number of shares subject to Option, as the Committee deems equitable. 15 14. Miscellaneous (a) Except as provided in Section 9, nothing in this Plan or any Option granted hereunder shall confer upon any Key Individual any right to continue in a Required Relationship or any other relationship with any Participating Company or interfere in any way with the right of any Participating Company to terminate his or her Required Relationship or any other relationship at any time. No Option payable under the Plan shall be deemed salary or compensation or other amount payable to an Employee for the purpose of computing benefits under any employee benefit plan or other arrangement of any Participating Company for the benefit of its Employees. No Key Individual shall have any claim to an Option until it is actually granted under the Plan. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts. (b) The Committee may cause to be made, as a condition precedent to the payment of any Option, or otherwise, appropriate arrangements with the Key Individual or his or her Beneficiary, for the withholding of any federal, state, local or foreign taxes determined applicable by the Committee in its sole discretion. (c) The Plan and the grant of Options shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals by any government or regulatory agency as may be required. (d) The terms of the Plan shall be binding upon the Company and its successors and assigns. (e) Captions preceding the sections hereof are inserted solely as a matter of convenience and in no way define or limit the scope or intent of any provision hereof. 15. Effective Date and Term of Plan The effective date of the Plan shall be July 20, 2000. No Option shall be granted under this Plan after the Plan's termination date. The Plan's termination date shall be July 20, 2010. The Plan will continue in effect for existing Options as long as any such Option is outstanding. 16 -----END PRIVACY-ENHANCED MESSAGE-----