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<TITLE>THE HARTFORD FINANCIAL SERVICES GROUP, INC.</TITLE>
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<P align="center" style="font-size: 10pt"><B>As filed with the Securities and Exchange Commission on June&nbsp;3, 2005</B>



<P align="right" style="font-size: 10pt">Registration No.&nbsp;333-__________



<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>


<P align="center" style="font-size: 10pt"><HR size="1" noshade width="20%" align="center" color="#000000">


<P align="center" style="font-size: 18pt"><B>FORM S-8</B>


<P align="center" style="font-size: 12pt"><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B>


<P align="center" style="font-size: 24pt"><B>The Hartford Financial Services Group, Inc.</B>


<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


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    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>13-3317783</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of<BR>
incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer Identification No.)<BR></TD>
</TR>
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<P align="center" style="font-size: 10pt"><B>Hartford Plaza<BR>
Hartford, CT 06115-1900</B><BR>
(Address of Principal Executive Offices<BR>
including Zip Code)



<P align="center" style="font-size: 10pt"><B>The Hartford 2005 Incentive Stock Plan</B><BR>
(Full title of the plan)



<P align="center" style="font-size: 10pt"><B>Neal S. Wolin, Esq.<BR>
Executive Vice President and General Counsel<BR>
The Hartford Financial Services Group, Inc.<BR>
Hartford Plaza<BR>
Hartford, CT 06115-1900<BR>
(860)&nbsp;547-5000</B><BR>
(Name, address and telephone number of agent for service)



<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


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    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
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<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-bottom: 1px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Proposed maximum</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Proposed maximum</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left">Title of securities to</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Amount to be</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">offering price</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">aggregate</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount of</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left">be registered</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">registered</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">per share (3)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">offering price (3)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">registration fee</TD>
</TR>

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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Common Stock, par value
$0.01 per share
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">7,000,000<BR>
shares (1)
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">$</TD>
    <TD align="right" valign="top">74.25</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">$</TD>
    <TD align="right" valign="top">519,750,000</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">$</TD>
    <TD align="right" valign="top">61,174.58</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Series&nbsp;A Participating
Cumulative Preferred
Stock Purchase Rights
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">7,000,000 (2)
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">N/A</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">N/A</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">N/A</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="15" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Total
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">$</TD>
    <TD align="right" valign="top">61,174.58</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="15" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
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</DIV>
<P><DIV align="left" style="font-size: 10pt">(1)&nbsp;The number of shares of common stock (the &#147;Common Stock&#148;) of The Hartford Financial
Services Group, Inc. (the &#147;Company&#148;) to be offered pursuant to The Hartford 2005 Incentive Stock
Plan (the &#147;Plan&#148;) (7,000,000 shares). In addition, this registration statement also covers (a)&nbsp;an
indeterminate amount of interests to be offered or sold under the Plan pursuant to Rule 416(c)
under the Securities Act of 1933 (the &#147;Securities Act&#148;), and (b)&nbsp;such indeterminate number of
additional shares of Common Stock as may be issued as a result of stock splits, stock dividends or
other similar transactions pursuant to Rule 416(a) under the
Securities Act.</DIV>


<P align="left" style="font-size: 10pt">(2)&nbsp;This registration statement also covers 7,000,000 Rights to purchase Series&nbsp;A Participating
Cumulative Preferred Stock (the &#147;Rights&#148;) which are appurtenant to and trade with the Common Stock.
The value attributable to the Rights, if any, is reflected in the market value of the Common Stock
and the registration fee for the Rights is included in the fee for the Common Stock.


<P align="left" style="font-size: 10pt">(3)&nbsp;Computed pursuant to Rules 457(h) and Rule 457(c) under 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 on June&nbsp;2, 2005.



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<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt">&nbsp;
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<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

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<TR><TD colspan="9"><A HREF="#000"> PART II</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001">Item&nbsp;3. Incorporation of Documents by Reference</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002">Item&nbsp;4. Description of Securities</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#003">Item&nbsp;5. Interests of Named Experts and Counsel</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">Item&nbsp;6. Indemnification of Directors and Officers</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">Item&nbsp;7. Exemption from Registration Claimed</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item&nbsp;8. Exhibits</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item&nbsp;9. Undertakings</A></TD></TR>
<TR><TD colspan="9"><A HREF="#008"> SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009"> INDEX TO EXHIBITS</A></TD></TR>
<TR><TD colspan="9"><A HREF="y09603exv5w1.htm">EX-5.1: OPINION OF RICHARD G. COSTELLO, ESQ.</A></TD></TR>
<TR><TD colspan="9"><A HREF="y09603exv15w1.htm">EX-15.1: AWARENESS LETTER OF DELOITTE & TOUCHE LLP</A></TD></TR>
<TR><TD colspan="9"><A HREF="y09603exv23w1.htm">EX-23.1: CONSENT OF DELOITTE & TOUCHE LLP</A></TD></TR>
<TR><TD colspan="9"><A HREF="y09603exv24w1.htm">EX-24.1: POWER OF ATTORNEY</A></TD></TR>
</TABLE>
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<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>


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<DIV align="left"><A NAME="001"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>


<P align="left" style="font-size: 10pt">The following are incorporated by reference:



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="4%" nowrap align="left">&#149;&nbsp;&nbsp;</TD>
    <TD>the Annual Report of the Company on Form 10-K for the year ended December&nbsp;31, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="4%" nowrap align="left">&#149;&nbsp;&nbsp;</TD>
    <TD>all other reports filed by the Company under Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the &#147;Exchange Act&#148;) since December&nbsp;31, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="4%" nowrap align="left">&#149;&nbsp;&nbsp;</TD>
    <TD>the description of the Common Stock and the Rights contained in the Company&#146;s
registration statement on Form 8-A, dated September&nbsp;18, 1995 (as amended by the Form 8-A/A
filed on November&nbsp;13, 1995).</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">All documents subsequently filed by the Company pursuant to Sections&nbsp;13(a), 13(c), 14, and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.


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<DIV align="left"><A NAME="002"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

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<DIV align="left"><A NAME="003"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the shares of Common Stock being registered herein has been passed upon by
Richard G. Costello, Vice President and Corporate Secretary of the Company.

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<DIV align="left"><A NAME="004"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law, as amended, provides in regards to
indemnification of directors and officers as follows:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;145.&nbsp;Indemnification of Officers, Directors, Employees and Agents; Insurance.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) A corporation may indemnify any person who was or is a party or is threatened to be
made a party to 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) by reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys&#146; fees), judgments, fines and amounts paid in


<P align="center" style="font-size: 10pt">2
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<P align="left" style="margin-left:3%; font-size: 10pt">settlement actually and reasonably incurred by the person in connection with such action,
suit or proceeding if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the person&#146;s conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the person
reasonably believed to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to believe that the person&#146;s
conduct was unlawful.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) A corporation may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys&#146; fees) actually
and reasonably incurred by the person in connection with the defense or settlement of such
action or suit if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) To the extent that a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to
in subsections (a)&nbsp;and (b)&nbsp;of this section, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys&#146; fees) actually and
reasonably incurred by such person in connection therewith.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Any indemnification under subsections (a)&nbsp;and (b)&nbsp;of this section (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer, employee or agent
is proper in the circumstances because the person has met the applicable standard of conduct set
forth in subsections (a)&nbsp;and (b)&nbsp;of this section. Such determination shall be made, with respect
to a person who is a director or officer at the time of such determination, (1)&nbsp;by a majority
vote of the directors who are not parties to such action, suit or proceeding, even though less
than a quorum, or (2)&nbsp;by a committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (3)&nbsp;if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)&nbsp;by the
stockholders.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Expenses (including attorneys&#146; fees) incurred by an officer or director in defending
any civil, criminal, administrative or investigative action, suit or proceeding may be paid by
the corporation in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay such amount if it
shall ultimately be determined that such person is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys&#146; fees) incurred by
former


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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:3%; font-size: 10pt">directors and officers or other employees and agents may be so paid upon such terms and
conditions, if any, as the corporation deems appropriate.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) The indemnification and advancement of expenses provided by, or granted pursuant to,
the other subsections of this section shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as to action in
such person&#146;s official capacity and as to action in another capacity while holding such office.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) A corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity, or arising out of
such person&#146;s status as such, whether or not the corporation would have the power to indemnify
such person against such liability under this section.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) For purposes of this section, references to &#147;the corporation&#148; shall include, in
addition to the resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as such person would have with respect to such
constituent corporation if its separate existence had continued.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) For purposes of this section, references to &#147;other enterprises&#148; shall include employee
benefit plans; references to &#147;fines&#148; shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to &#147;serving at the request of the
corporation&#148; shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner &#147;not opposed to the best interests of the corporation&#148; as referred to in
this section.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) The indemnification and advancement of expenses provided by, or granted pursuant to,
this section shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;4 of The Hartford Financial Services Group, Inc.&#146;s Amended and Restated By-Laws
provides in regard to indemnification of directors and officers as follows:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1(a) <I>Right to Indemnification. </I>The Corporation, to the fullest extent permitted by
applicable law as then in effect, shall indemnify any person who is or was a Director or officer
of the Corporation and who is or was involved in any manner (including, without limitation, as a
party or a witness) or is threatened to be made so involved in any threatened, pending or


<P align="center" style="font-size: 10pt">4
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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:3%; font-size: 10pt">completed investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any action, suit or proceeding
by or in the right of the Corporation to procure a judgment in its favor) (a &#147;Proceeding&#148;) by
reason of the fact that such person is or was a Director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a director, officer,
employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other
enterprise (including, without limitation, any employee benefit plan) (a &#147;Covered Entity&#148;),
against all expenses (including attorneys&#146; fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with such Proceeding.
Any such former or present Director or officer of the Corporation finally determined to be
entitled to indemnification as provided in this Article&nbsp;4 is hereinafter called an &#147;Indemnitee.&#148;
Until such final determination is made, such former or present Director or officer shall be a
&#147;Potential Indemnitee&#148; for purposes of this Article&nbsp;4. Notwithstanding the foregoing provisions
of this Section&nbsp;4.1(a), the Corporation shall not indemnify an Indemnitee with respect to any
Proceeding commenced by such Indemnitee unless the commencement of such Proceeding by such
Indemnitee has been approved by a majority vote of the Disinterested Directors (as defined in
Section&nbsp;4.5(d); provided, however, that such approval of a majority of the Disinterested
Directors shall not be required with respect to any Proceeding commenced by such Indemnitee
after a Change in Control (as defined in Section&nbsp;4.5(d)) has occurred.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>Effect of Amendments. </I>The right to indemnification conferred in this Article&nbsp;4 shall
be a contract right. Neither the amendment or repeal of, nor the adoption of a provision
inconsistent with, any provision of this Article&nbsp;4 (including, without limitation, this Section
4.1(b)) shall adversely affect the rights of any Director or officer under this Article&nbsp;4 with
respect to any Proceeding arising out of any action or omission occurring prior to such
amendment, repeal or adoption of an inconsistent provision, without the written consent of such
Director or officer.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2 <I>Insurance, Contracts and Funding. </I>The Corporation may purchase and maintain insurance
to protect itself and any Director, officer, employee or agent of the Corporation against any
expenses, judgments, fines and amounts paid in settlement as specified in Section&nbsp;4.1(a) or
Section&nbsp;4.6 of this Article&nbsp;4 or incurred by any Director, officer, employee or agent of the
Corporation in connection with any Proceeding referred to in such Sections, to the fullest
extent permitted by applicable law as then in effect. The Corporation may enter into contracts
with any Director, officer, employee or agent of the Corporation or any director, officer,
employee, fiduciary or agent of any Covered Entity in furtherance of the provisions of this
Article&nbsp;4 and may create a trust fund or use other means (including, without limitation, a
letter of credit) to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article&nbsp;4.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3 <I>Indemnification; Not Exclusive Right. </I>The right of indemnification provided in this
Article&nbsp;4 shall not be exclusive of any other rights to which any Indemnitee or Potential
Indemnitee may otherwise be entitled, and the provisions of this Article&nbsp;4 shall inure to the
benefit of the heirs and legal representatives of any Indemnitee or Potential Indemnitee under
this Article&nbsp;4 and shall be applicable to Proceedings commenced or continuing after the adoption
of this Article&nbsp;4, whether arising from acts or omissions occurring before or after such
adoption.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.4 <I>Advancement of Expenses. </I>Each Potential Indemnitee shall be entitled to receive from
time to time advance payment of any expenses as and when actually and reasonably incurred


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<P align="left" style="margin-left:3%; font-size: 10pt">by such Potential Indemnitee in connection with such Proceeding prior to a determination of
such Potential Indemnitee&#146;s entitlement to indemnification pursuant to Section&nbsp;4.5(a). Each
Potential Indemnitee may from time to time submit one or more statements to the Corporation
requesting such advance payment, whether prior to or after final disposition of such Proceeding,
reasonably evidencing the expenses incurred by such Potential Indemnitee and accompanied by an
undertaking by or on behalf of such Potential Indemnitee to repay the amounts advanced if
ultimately it should be determined that such Potential Indemnitee is not entitled to be
indemnified against such expenses pursuant to this Article&nbsp;4. Notwithstanding the foregoing
provisions of this Section&nbsp;4.4, the Corporation shall not advance expenses to a Potential
Indemnitee with respect to any Proceeding commenced by such Potential Indemnitee unless the
commencement of such Proceeding by such Potential Indemnitee has been approved by a majority
vote of the Disinterested Directors; <U>provided</U>, <U>however</U>, that such approval of a
majority of the Disinterested Directors shall not be required with respect to any Proceeding
commenced by such Potential Indemnitee after a Change in Control has occurred.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.5 <I>Indemnification Procedures; Presumptions and Effect of Certain Proceedings; Remedies.</I>
In furtherance, but not in limitation, of the foregoing provisions of this Article&nbsp;4, the
following procedures, presumptions and remedies shall apply with respect to the right to
indemnification under this Article&nbsp;4:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <I>Procedures for Determination of Entitlement to Indemnification. </I>(i)&nbsp;To obtain
indemnification under this Article&nbsp;4, Potential Indemnitee shall submit to the Secretary of
the Corporation a written request, including such documentation and information as is
reasonably available to the Potential Indemnitee and reasonably necessary to determine
whether and to what extent the Potential Indemnitee is entitled to indemnification (the
&#147;Supporting Documentation&#148;). The determination of the Potential Indemnitee&#146;s entitlement to
indemnification shall be made not later than 60&nbsp;days after the later of (A)&nbsp;the receipt by
the Corporation of the written request for indemnification together with the Supporting
Documentation and (B)&nbsp;the receipt by the Corporation of written notice of final disposition
of the Proceeding for which indemnification is sought. The Secretary of the Corporation
shall, promptly upon receipt of such a request for indemnification, advise the Board in
writing that the Indemnitee has requested indemnification.



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) The Potential Indemnitee&#146;s entitlement to indemnification under this Article&nbsp;4
shall be determined in one of the following ways: (A)&nbsp;by a majority vote of the Disinterested
Directors whether or not they constitute a quorum of the Board; (B)&nbsp;by a committee of the
Disinterested Directors designated by a majority vote of the Disinterested Directors, whether
or not they constitute a quorum of the Board; (C)&nbsp;by a written opinion of Independent Counsel
as defined in Section&nbsp;4.5(d)) if (x)&nbsp;a Change in Control shall have occurred and the
Potential Indemnitee so requests or (y)&nbsp;there are no Disinterested Directors or a majority of
such Disinterested Directors so directs; (D)&nbsp;by the stockholders of the Corporation; or (E)
as provided in Section&nbsp;4.5(b) of this Article&nbsp;4.



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) In the event the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section&nbsp;4.5(a)(ii), a majority of the Disinterested Directors
(or, if there are no Disinterested Directors, the General Counsel of the Corporation or, if
the General Counsel is or was a party to the Proceeding in respect of which indemnification
is sought, the highest ranking officer of the Corporation who is not and was not a party to
such Proceeding) shall select the Independent Counsel, but only an Independent Counsel to
which the Potential Indemnitee does not reasonably object; provided, however, that if a
Change in Control shall have occurred, the Potential


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<P align="left" style="margin-left:3%; font-size: 10pt">Indemnitee shall select such Independent Counsel, but only an Independent Counsel to
which a majority of the Disinterested Directors does not reasonably object.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>Presumptions and Effect of Certain Proceedings. </I>Except as otherwise expressly
provided in this Article&nbsp;4, if a Change in Control shall have occurred, the Potential
Indemnitee shall be presumed to be entitled to indemnification under this Article&nbsp;4 (with
respect to actions or failures to act occurring prior to such Change in Control) upon
submission of a request for indemnification together with the Supporting Documentation in
accordance with Section&nbsp;4.5(a)(i)(A) of this Article&nbsp;4, and thereafter the Corporation shall
have the burden of proof to overcome that presumption in reaching a contrary determination.
In any event, if the person or persons empowered under Section&nbsp;4.5(a) of this Article&nbsp;4 to
determine entitlement to indemnification shall not have been appointed or shall not have made
a determination within 60&nbsp;days after the later of (x)&nbsp;receipt by the Corporation of the
written request for indemnification together with the Supporting Documentation and (y)&nbsp;the
receipt by the Corporation of written notice of final disposition of the Proceeding for which
indemnification is sought, the Potential Indemnitee shall be deemed to be, and shall be,
entitled to indemnification. The termination of any Proceeding or of any claim, issue or
matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, adversely affect the right of the
Potential Indemnitee to indemnification or create a presumption that the Potential Indemnitee
did not act in good faith and in a manner which the Indemnitee reasonably believed to be in
or not opposed to the best interests of the Corporation or, with respect to any criminal
Proceeding, that the Potential Indemnitee had reasonable cause to believe that his or her
conduct was unlawful.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <I>Remedies. </I>(i)&nbsp;In the event that a determination is made pursuant to Section&nbsp;4.5(a)
of this Article&nbsp;4 that the Potential Indemnitee is not entitled to indemnification under this
Article&nbsp;4, (A)&nbsp;the Potential Indemnitee shall be entitled to seek an adjudication of his or
her entitlement to such indemnification either, at the Potential Indemnitee&#146;s sole option, in
(x)&nbsp;an appropriate court of the state of Delaware or any other court of competent
jurisdiction or (y)&nbsp;an arbitration to be conducted by a single arbitrator pursuant to the
rules of the American Arbitration Association; (B)&nbsp;any such judicial proceeding or
arbitration shall be de novo and the Indemnitee shall not be prejudiced by reason of such
adverse determination; and (C)&nbsp;if a Change in Control shall have occurred, in any such
judicial proceeding or arbitration, the Corporation shall have the burden of proving that the
Potential Indemnitee is not entitled to indemnification under this Article&nbsp;4 (with respect to
actions or omissions occurring prior to such Change in Control).



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) If a determination shall have been made or deemed to have been made, pursuant to
Section&nbsp;4.5(a) or (b)&nbsp;of this Article&nbsp;4, that the Potential Indemnitee is entitled to
indemnification, the Corporation shall be obligated to pay the amounts constituting such
indemnification within five days after such determination has been made or deemed to have
been made and shall be conclusively bound by such determination unless (A)&nbsp;the Indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (B)&nbsp;such indemnification is prohibited
by law. In the event that payment of indemnification is not made within five days after a
determination of entitlement to indemnification has been made or deemed to have been made
pursuant to Section&nbsp;4.5(a) or (b)&nbsp;of this Article&nbsp;4, the Indemnitee shall be entitled to seek
judicial enforcement of the Corporation&#146;s obligation to pay to the Indemnitee such
indemnification. Notwithstanding the foregoing, the Corporation may bring an action, in an
appropriate court in the state of Delaware or any other court of


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<P align="left" style="margin-left:3%; font-size: 10pt">competent jurisdiction, contesting the right of the Indemnitee to receive
indemnification hereunder due to the occurrence of an event described in Subclause (A)&nbsp;or (B)
of this subsection (each, a &#147;Disqualifying Event&#148;); provided, however, that in any such
action the Corporation shall have the burden of proving the occurrence of such Disqualifying
Event.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) The Corporation shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section&nbsp;4.5(c) that the procedures and presumptions of
this Article&nbsp;4 are not valid, binding and enforceable and shall stipulate in any such court
or before any such arbitrator that the Corporation is bound by all the provisions of this
Article&nbsp;4.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) In the event that the Indemnitee or Potential Indemnitee, pursuant to this Section
4.5(c), seeks a judicial adjudication of or an award in arbitration to enforce his or her
rights under, or to recover damages for breach of, this Article&nbsp;4, such person shall be
entitled to recover from the Corporation, and shall be indemnified by the Corporation
against, any expenses actually and reasonably incurred by such person in connection with such
judicial adjudication or arbitration. If it shall be determined in such judicial adjudication
or arbitration that such person is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the expenses incurred by such person in
connection with such judicial adjudication or arbitration shall be prorated accordingly.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <I>Definitions. </I>For purposes of this Article&nbsp;4:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) &#147;Change in Control&#148; means a change in control of the Corporation of a nature that
would be required to be reported in response to Item 6(e) (or any successor provision) of
Schedule&nbsp;14A of Regulation&nbsp;14A (or any amendment or successor provision thereto)
promulgated under the Securities Exchange Act of 1934, as amended (the &#147;Act&#148;), whether or
not the Corporation is then subject to such reporting requirement; provided that, without
limitation, such a change in control shall be deemed to have occurred if (A)&nbsp;any &#147;person&#148;
(as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the &#147;beneficial
owner&#148; (as defined in Rule&nbsp;13d-3 under the Act), directly or indirectly, of securities of
the Corporation representing 20% or more of the voting power of all outstanding shares of
stock of the Corporation entitled to vote generally in an election of Directors without the
prior approval of at least two-thirds of the members of the Board in office immediately
prior to such acquisition; (B)&nbsp;the Corporation is a party to any merger or consolidation in
which the Corporation is not the continuing or surviving corporation or pursuant to which
shares of the Corporation&#146;s common stock would be converted into cash, securities or other
property, other than a merger of the Corporation in which the holders of the Corporation&#146;s
common stock immediately prior to the merger have the same proportionate ownership of
common stock of the surviving corporation immediately after the merger; (C)&nbsp;there is a
sale, lease, exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, the assets of the Corporation, or liquidation
or dissolution of the Corporation; (D)&nbsp;the Corporation is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence
of which members of the Board in office immediately prior to such transaction or event
constitute less than a majority of the Board thereafter; or (E)&nbsp;during any period of two
consecutive years, individuals who at the beginning of such period constituted the Board
(including for this purpose any new Director whose election or nomination for election by
the stockholders was approved by a vote of at least two-thirds of the Directors then still
in office who were Directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board.


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<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) &#147;Disinterested Director&#148; means a Director who is not or was not a party to the
Proceeding in respect of which indemnification is sought by the Indemnitee or Potential
Indemnitee.



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) &#147;Independent Counsel&#148; means a law firm or a member of a law firm that neither
presently is, nor in the past five years has been, retained to represent: (a)&nbsp;the
Corporation or the Indemnitee in any matter material to either such party or (b)&nbsp;any other
party to the Proceeding giving rise to a claim for indemnification under this Article&nbsp;4.
Notwithstanding the foregoing, the term &#147;Independent Counsel&#148; shall not include any person
who, under applicable standards of professional conduct then prevailing under the law of
the State of Delaware, would have a conflict of interest in representing either the
Corporation or the Indemnitee or Potential Indemnitees in an action to determine the
Indemnitee&#146;s or Potential Indemnitee&#146;s rights under this Article&nbsp;4.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.6 <I>Indemnification of Employees and Agents. </I>Notwithstanding any other provision of this
Article&nbsp;4, the Corporation, to the fullest extent permitted by applicable law as then in effect,
may indemnify any person other than a Director or officer of the Corporation who is or was an
employee or agent of the Corporation and who is or was involved in any manner (including,
without limitation, as a party or a witness) or is threatened to be made so involved in any
threatened, pending or completed Proceeding by reasons of the fact that such person is or was an
employee or agent of the Corporation or was or is serving, at the request of the Corporation, as
a director, officer, employee, or agent of a Covered Entity against all expenses (including
attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such Proceeding. The Corporation may also advance
expenses incurred by such employee, fiduciary or agent in connection with any such Proceeding,
consistent with the provisions of applicable law as then in effect. If made or advanced, such
indemnification shall be made and such reasonable expenses shall be advanced pursuant to
procedures to be established from time to time by the Board or its designee(s).



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.7 <I>Severability. </I>If any of this Article&nbsp;4 shall be held to be invalid, illegal or
unenforceable for any reason whatsoever: (i)&nbsp;the validity, legality and enforceability of the
remaining provisions of this Article&nbsp;4 (including, without limitation, all portions of any
Section of this Article&nbsp;4 containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby; and (ii)&nbsp;to the fullest extent possible, the provisions of this
Article&nbsp;4 (including, without limitation, all portions of any Section of this Article&nbsp;4
containing any such provision held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;102(b)(7) of the Delaware General Corporation Law, as amended, provides in regard to
the limitation of liability of directors and officers as follows:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) In addition to the matters required to be set forth in the certificate of incorporation
by subsection (a)&nbsp;of this section, the certificate of incorporation may also contain any or all
of the following matters:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(7) A provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the liability of a
director:


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<P align="left" style="margin-left:6%; font-size: 10pt">(i)&nbsp;for any breach of the director&#146;s duty of loyalty to the corporation or its
stockholders, (ii)&nbsp;for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii)&nbsp;under section 174 of this Title, or (iv)&nbsp;for
any transaction from which the director derived an improper personal benefit. No such
provision shall eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective. All references in this
paragraph to a director shall also be deemed to refer (x)&nbsp;to a member of the governing body
of a corporation which is not authorized to issue capital stock, and (y)&nbsp;to such other person
or persons, if any, who, pursuant to a provision of the certificate of incorporation in
accordance with &#167; 141(a) of this title, exercise or perform any of the powers or duties
otherwise conferred or imposed upon the board of directors by this title.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As permitted by Section&nbsp;102(b)(7) of the Delaware General Corporation Law, Article&nbsp;SIXTH of
The Hartford Financial Services Group, Inc.&#146;s Amended and Restated Certificate of Incorporation
provides in regard to the limitation of liability of directors and officers as follows:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the fullest extent permitted by applicable law as then in effect, no director or officer
shall be personally liable to the Corporation or any of its stockholders for damages for breach
of fiduciary duty as a director or officer, except for liability (a)&nbsp;for any breach of the
director&#146;s duty of loyalty to the Corporation or its stockholders, (b)&nbsp;for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of law, (c)&nbsp;under
Section&nbsp;174 of the Delaware General Corporation Law, (d)&nbsp;for any transaction from which the
director derived an improper personal benefit or (e)&nbsp;for any act or omission occurring prior to
the effective date of this ARTICLE SIXTH. Any repeal or modification of this ARTICLE SIXTH by
the stockholders of the Corporation shall not adversely affect any right or protection of a
director or officer of the Corporation existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or modification.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have policies in force and effect that insure our directors and officers against losses
which they or any of them will become legally obligated to pay by reason of any actual or alleged
error or misstatement or misleading statement or act or omission or neglect or breach of duty by
such directors and officers in the discharge of their duties, individually or collectively, or as a
result of any matter claimed against them solely by reason of their being directors or officers.
Such coverage is limited by the specific terms and provisions of the insurance policies.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An Exhibit&nbsp;Index containing a list of all exhibits filed with this registration statement is
included with this filing.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>


<P align="left" style="font-size: 10pt">(a)&nbsp;Rule&nbsp;415 Offering. The undersigned Company hereby undertakes:




<P align="left" style="margin-left:6%; font-size: 10pt">(1)&nbsp;To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:


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<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act,
unless the information is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission (the &#147;Commission&#148;) by the Company pursuant to Section&nbsp;13
or Section 15(d) of the Exchange Act that are incorporated by reference in this
registration statement;



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) To reflect in the prospectus any facts or events arising after the effective date
of this 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 with or furnished to the Commission pursuant to Section&nbsp;13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this registration statement;



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) To include any material information with respect to the plan of distribution
not previously disclosed in this registration statement or any material change to such
information in this registration statement.



<P align="left" style="margin-left:6%; font-size: 10pt">(2)&nbsp;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.



<P align="left" style="margin-left:6%; font-size: 10pt">(3)&nbsp;To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.

<P align="left" style="font-size: 10pt">(b)&nbsp;Filings Incorporating Subsequent Exchange Act Documents By Reference. The undersigned Company
hereby undertakes that, for purposes of determining any liability under the Securities Act, each
filing of the Company&#146;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&#146;s annual report pursuant to
section 15(d) of the Exchange Act) that is incorporated by reference in this 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.


<P align="left" style="font-size: 10pt">(c)&nbsp;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
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.



<P align="center" style="font-size: 10pt">11
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 " SIGNATURES" -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, 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
June 3, 2005.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left" nowrap><B>THE HARTFORD FINANCIAL SERVICES GROUP, INC.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Neal S. Wolin
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Neal S. Wolin&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Executive Vice President and

General Counsel&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>
<P align="left" style="font-size: 10pt">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.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Signature
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Date</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman, President,
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 3, 2005</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Ramani Ayer
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Executive
Officer and Director
(Principal Executive Officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June&nbsp;3, 2005</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Thomas M. Marra
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">and Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June&nbsp;3, 2005</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">David K. Zwiener
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">and Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June&nbsp;3, 2005</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">David M. Johnson
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">and Chief Financial Officer<BR>
(Principal Financial Officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June&nbsp;3, 2005</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Robert J. Price
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">and Controller<BR>
(Principal Accounting Officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June&nbsp;3, 2005</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Edward J. Kelly, III</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June&nbsp;3, 2005</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Paul G. Kirk, Jr.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June&nbsp;3, 2005</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Gail J. McGovern</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">12
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June&nbsp;3, 2005</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Michael G. Morris</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June&nbsp;3, 2005</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Robert W. Selander</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June&nbsp;3, 2005</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Charles B. Strauss</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June&nbsp;3, 2005</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">H. Patrick Swygert</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="75%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Neal S. Wolin
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Neal S. Wolin</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">As Attorney-in-Fact</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<!-- link1 " INDEX TO EXHIBITS" -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="center" style="font-size: 10pt"><B>INDEX TO EXHIBITS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left">Exhibit No.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">Description of Exhibit</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Corrected Amended and Restated Certificate of Incorporation of the Company, effective May
21, 1998, as amended by Amendment No.&nbsp;1, effective May&nbsp;1, 2002 (incorporated herein by
reference to Exhibit&nbsp;3.01 to the Company&#146;s Form&nbsp;10-K for the fiscal year ended December&nbsp;31,
2004)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated By-Laws of the Company, amended effective May&nbsp;19, 2005 (incorporated
herein by reference to Exhibit&nbsp;3.1 to the Company&#146;s Form&nbsp;8-K filed May&nbsp;24, 2005)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rights Agreement dated as of November&nbsp;1, 1995 (the &#147;Rights Agreement&#148;), between the Company
and The Bank of New York as Rights Agent (incorporated herein by reference to Exhibit&nbsp;4.26 to
the Registration Statement on Form&nbsp;S-3 (Registration No.&nbsp;333-103915) of the Company, Hartford
Capital IV, Hartford Capital V and Hartford Capital VI)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of certificate of the voting powers, preferences and relative participating, optional
and other special rights, qualifications, limitations or restrictions of Series&nbsp;A
Participating Cumulative Preferred Stock of the Company (attached as Exhibit&nbsp;A to the Rights
Agreement that is incorporated herein by reference as Exhibit&nbsp;4.3 hereto)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Right Certificate (attached as Exhibit&nbsp;B to the Rights Agreement that is
incorporated herein by reference as Exhibit&nbsp;4.3 hereto)</TD>
</TR>
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<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left">Exhibit No.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">Description of Exhibit</TD>
</TR>

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<TR style="font-size: 1px">
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Common Stock Certificate (incorporated herein by reference to Exhibit&nbsp;4.1 to the
Company&#146;s Registration Statement on Form&nbsp;8-A, dated September&nbsp;18, 1995, as amended by the
Form&nbsp;8-A/A, filed on November&nbsp;13, 1995)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Richard G. Costello, Esq. (filed herewith)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">15.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Awareness Letter of Deloitte &#038; Touche LLP (filed herewith)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche LLP (filed herewith)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Richard G. Costello, Esq. (included in Exhibit&nbsp;5.1)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (filed herewith)</TD>
</TR>
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<P align="center" style="font-size: 10pt">14
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</HTML>
[{"type": "S-8", "sequence": "1", "filename": "y09603sv8.htm", "description": "FORM S-8", "secsgml_size_bytes": 83229}]
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THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Table of Contents
As filed with the Securities and Exchange Commission on June 3, 2005
Registration No. 333-__________
UNITED STATES
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
incorporation or organization)
(I.R.S. Employer Identification No.)
Hartford Plaza
Hartford, CT 06115-1900
(Address of Principal Executive Offices
including Zip Code)
The Hartford 2005 Incentive Stock Plan
(Full title of the plan)
Neal S. Wolin, Esq.
Executive 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 maximum
Proposed maximum
Title of securities to
Amount to be
offering price
aggregate
Amount of
be registered
registered
per share (3)
offering price (3)
registration fee
Common Stock, par value
$0.01 per share
7,000,000
shares (1)
$
74.25
$
519,750,000
$
61,174.58
Series A Participating
Cumulative Preferred
Stock Purchase Rights
7,000,000 (2)
N/A
N/A
N/A
Total
$
61,174.58
(1) The number of shares of common stock (the "Common Stock") of The Hartford Financial
Services Group, Inc. (the "Company") to be offered pursuant to The Hartford 2005 Incentive Stock
Plan (the "Plan") (7,000,000 shares). In addition, this registration statement also covers (a) an
indeterminate amount of interests to be offered or sold under the Plan pursuant to Rule 416(c)
under the Securities Act of 1933 (the "Securities Act"), and (b) such indeterminate number of
additional shares of Common Stock as may be issued as a result of stock splits, stock dividends or
other similar transactions pursuant to Rule 416(a) under the
Securities Act.
(2) This registration statement also covers 7,000,000 Rights to purchase Series A Participating
Cumulative Preferred Stock (the "Rights") which are appurtenant to and trade with the Common Stock.
The value attributable to the Rights, if any, is reflected in the market value of the Common Stock
and the registration fee for the Rights is included in the fee for the Common Stock.
(3) Computed pursuant to Rules 457(h) and Rule 457(c) under 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 on June 2, 2005.
TABLE OF CONTENTS
PART II
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
INDEX TO EXHIBITS
EX-5.1: OPINION OF RICHARD G. COSTELLO, ESQ.
EX-15.1: AWARENESS LETTER OF DELOITTE & TOUCHE LLP
EX-23.1: CONSENT OF DELOITTE & TOUCHE LLP
EX-24.1: POWER OF ATTORNEY
Table of Contents
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following are incorporated by reference:
•
the Annual Report of the Company on Form 10-K for the year ended December 31, 2004;
•
all other reports filed by the Company under Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") since December 31, 2004;
•
the description of the Common Stock and the Rights contained in the Company's
registration statement on Form 8-A, dated September 18, 1995 (as amended by the Form 8-A/A
filed on November 13, 1995).
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock being registered herein has been passed upon by
Richard G. Costello, Vice President and Corporate Secretary of the Company.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, as amended, provides in regards to
indemnification of directors and officers as follows:
145. Indemnification of Officers, Directors, Employees and Agents; Insurance.
(a) A corporation may indemnify any person who was or is a party or is threatened to be
made a party to 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) by reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in
2
Table of Contents
settlement actually and reasonably incurred by the person in connection with such action,
suit or proceeding if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the person
reasonably believed to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by the person in connection with the defense or settlement of such
action or suit if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to
in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer, employee or agent
is proper in the circumstances because the person has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such determination shall be made, with respect
to a person who is a director or officer at the time of such determination, (1) by a majority
vote of the directors who are not parties to such action, suit or proceeding, even though less
than a quorum, or (2) by a committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director in defending
any civil, criminal, administrative or investigative action, suit or proceeding may be paid by
the corporation in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay such amount if it
shall ultimately be determined that such person is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by
former
3
Table of Contents
directors and officers or other employees and agents may be so paid upon such terms and
conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted pursuant to,
the other subsections of this section shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the corporation would have the power to indemnify
such person against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as such person would have with respect to such
constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall include employee
benefit plans; references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as referred to in
this section.
(j) The indemnification and advancement of expenses provided by, or granted pursuant to,
this section shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
Article 4 of The Hartford Financial Services Group, Inc.'s Amended and Restated By-Laws
provides in regard to indemnification of directors and officers as follows:
4.1(a)
Right to Indemnification.
The Corporation, to the fullest extent permitted by
applicable law as then in effect, shall indemnify any person who is or was a Director or officer
of the Corporation and who is or was involved in any manner (including, without limitation, as a
party or a witness) or is threatened to be made so involved in any threatened, pending or
4
Table of Contents
completed investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any action, suit or proceeding
by or in the right of the Corporation to procure a judgment in its favor) (a "Proceeding") by
reason of the fact that such person is or was a Director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a director, officer,
employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other
enterprise (including, without limitation, any employee benefit plan) (a "Covered Entity"),
against all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with such Proceeding.
Any such former or present Director or officer of the Corporation finally determined to be
entitled to indemnification as provided in this Article 4 is hereinafter called an "Indemnitee."
Until such final determination is made, such former or present Director or officer shall be a
"Potential Indemnitee" for purposes of this Article 4. Notwithstanding the foregoing provisions
of this Section 4.1(a), the Corporation shall not indemnify an Indemnitee with respect to any
Proceeding commenced by such Indemnitee unless the commencement of such Proceeding by such
Indemnitee has been approved by a majority vote of the Disinterested Directors (as defined in
Section 4.5(d); provided, however, that such approval of a majority of the Disinterested
Directors shall not be required with respect to any Proceeding commenced by such Indemnitee
after a Change in Control (as defined in Section 4.5(d)) has occurred.
(b)
Effect of Amendments.
The right to indemnification conferred in this Article 4 shall
be a contract right. Neither the amendment or repeal of, nor the adoption of a provision
inconsistent with, any provision of this Article 4 (including, without limitation, this Section
4.1(b)) shall adversely affect the rights of any Director or officer under this Article 4 with
respect to any Proceeding arising out of any action or omission occurring prior to such
amendment, repeal or adoption of an inconsistent provision, without the written consent of such
Director or officer.
4.2
Insurance, Contracts and Funding.
The Corporation may purchase and maintain insurance
to protect itself and any Director, officer, employee or agent of the Corporation against any
expenses, judgments, fines and amounts paid in settlement as specified in Section 4.1(a) or
Section 4.6 of this Article 4 or incurred by any Director, officer, employee or agent of the
Corporation in connection with any Proceeding referred to in such Sections, to the fullest
extent permitted by applicable law as then in effect. The Corporation may enter into contracts
with any Director, officer, employee or agent of the Corporation or any director, officer,
employee, fiduciary or agent of any Covered Entity in furtherance of the provisions of this
Article 4 and may create a trust fund or use other means (including, without limitation, a
letter of credit) to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article 4.
4.3
Indemnification; Not Exclusive Right.
The right of indemnification provided in this
Article 4 shall not be exclusive of any other rights to which any Indemnitee or Potential
Indemnitee may otherwise be entitled, and the provisions of this Article 4 shall inure to the
benefit of the heirs and legal representatives of any Indemnitee or Potential Indemnitee under
this Article 4 and shall be applicable to Proceedings commenced or continuing after the adoption
of this Article 4, whether arising from acts or omissions occurring before or after such
adoption.
4.4
Advancement of Expenses.
Each Potential Indemnitee shall be entitled to receive from
time to time advance payment of any expenses as and when actually and reasonably incurred
5
Table of Contents
by such Potential Indemnitee in connection with such Proceeding prior to a determination of
such Potential Indemnitee's entitlement to indemnification pursuant to Section 4.5(a). Each
Potential Indemnitee may from time to time submit one or more statements to the Corporation
requesting such advance payment, whether prior to or after final disposition of such Proceeding,
reasonably evidencing the expenses incurred by such Potential Indemnitee and accompanied by an
undertaking by or on behalf of such Potential Indemnitee to repay the amounts advanced if
ultimately it should be determined that such Potential Indemnitee is not entitled to be
indemnified against such expenses pursuant to this Article 4. Notwithstanding the foregoing
provisions of this Section 4.4, the Corporation shall not advance expenses to a Potential
Indemnitee with respect to any Proceeding commenced by such Potential Indemnitee unless the
commencement of such Proceeding by such Potential Indemnitee has been approved by a majority
vote of the Disinterested Directors;
provided
,
however
, that such approval of a
majority of the Disinterested Directors shall not be required with respect to any Proceeding
commenced by such Potential Indemnitee after a Change in Control has occurred.
4.5
Indemnification Procedures; Presumptions and Effect of Certain Proceedings; Remedies.
In furtherance, but not in limitation, of the foregoing provisions of this Article 4, the
following procedures, presumptions and remedies shall apply with respect to the right to
indemnification under this Article 4:
(a)
Procedures for Determination of Entitlement to Indemnification.
(i) To obtain
indemnification under this Article 4, Potential Indemnitee shall submit to the Secretary of
the Corporation a written request, including such documentation and information as is
reasonably available to the Potential Indemnitee and reasonably necessary to determine
whether and to what extent the Potential Indemnitee is entitled to indemnification (the
"Supporting Documentation"). The determination of the Potential Indemnitee's entitlement to
indemnification shall be made not later than 60 days after the later of (A) the receipt by
the Corporation of the written request for indemnification together with the Supporting
Documentation and (B) the receipt by the Corporation of written notice of final disposition
of the Proceeding for which indemnification is sought. The Secretary of the Corporation
shall, promptly upon receipt of such a request for indemnification, advise the Board in
writing that the Indemnitee has requested indemnification.
(ii) The Potential Indemnitee's entitlement to indemnification under this Article 4
shall be determined in one of the following ways: (A) by a majority vote of the Disinterested
Directors whether or not they constitute a quorum of the Board; (B) by a committee of the
Disinterested Directors designated by a majority vote of the Disinterested Directors, whether
or not they constitute a quorum of the Board; (C) by a written opinion of Independent Counsel
as defined in Section 4.5(d)) if (x) a Change in Control shall have occurred and the
Potential Indemnitee so requests or (y) there are no Disinterested Directors or a majority of
such Disinterested Directors so directs; (D) by the stockholders of the Corporation; or (E)
as provided in Section 4.5(b) of this Article 4.
(iii) In the event the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 4.5(a)(ii), a majority of the Disinterested Directors
(or, if there are no Disinterested Directors, the General Counsel of the Corporation or, if
the General Counsel is or was a party to the Proceeding in respect of which indemnification
is sought, the highest ranking officer of the Corporation who is not and was not a party to
such Proceeding) shall select the Independent Counsel, but only an Independent Counsel to
which the Potential Indemnitee does not reasonably object; provided, however, that if a
Change in Control shall have occurred, the Potential
6
Table of Contents
Indemnitee shall select such Independent Counsel, but only an Independent Counsel to
which a majority of the Disinterested Directors does not reasonably object.
(b)
Presumptions and Effect of Certain Proceedings.
Except as otherwise expressly
provided in this Article 4, if a Change in Control shall have occurred, the Potential
Indemnitee shall be presumed to be entitled to indemnification under this Article 4 (with
respect to actions or failures to act occurring prior to such Change in Control) upon
submission of a request for indemnification together with the Supporting Documentation in
accordance with Section 4.5(a)(i)(A) of this Article 4, and thereafter the Corporation shall
have the burden of proof to overcome that presumption in reaching a contrary determination.
In any event, if the person or persons empowered under Section 4.5(a) of this Article 4 to
determine entitlement to indemnification shall not have been appointed or shall not have made
a determination within 60 days after the later of (x) receipt by the Corporation of the
written request for indemnification together with the Supporting Documentation and (y) the
receipt by the Corporation of written notice of final disposition of the Proceeding for which
indemnification is sought, the Potential Indemnitee shall be deemed to be, and shall be,
entitled to indemnification. The termination of any Proceeding or of any claim, issue or
matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, adversely affect the right of the
Potential Indemnitee to indemnification or create a presumption that the Potential Indemnitee
did not act in good faith and in a manner which the Indemnitee reasonably believed to be in
or not opposed to the best interests of the Corporation or, with respect to any criminal
Proceeding, that the Potential Indemnitee had reasonable cause to believe that his or her
conduct was unlawful.
(c)
Remedies.
(i) In the event that a determination is made pursuant to Section 4.5(a)
of this Article 4 that the Potential Indemnitee is not entitled to indemnification under this
Article 4, (A) the Potential Indemnitee shall be entitled to seek an adjudication of his or
her entitlement to such indemnification either, at the Potential Indemnitee's sole option, in
(x) an appropriate court of the state of Delaware or any other court of competent
jurisdiction or (y) an arbitration to be conducted by a single arbitrator pursuant to the
rules of the American Arbitration Association; (B) any such judicial proceeding or
arbitration shall be de novo and the Indemnitee shall not be prejudiced by reason of such
adverse determination; and (C) if a Change in Control shall have occurred, in any such
judicial proceeding or arbitration, the Corporation shall have the burden of proving that the
Potential Indemnitee is not entitled to indemnification under this Article 4 (with respect to
actions or omissions occurring prior to such Change in Control).
(ii) If a determination shall have been made or deemed to have been made, pursuant to
Section 4.5(a) or (b) of this Article 4, that the Potential Indemnitee is entitled to
indemnification, the Corporation shall be obligated to pay the amounts constituting such
indemnification within five days after such determination has been made or deemed to have
been made and shall be conclusively bound by such determination unless (A) the Indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (B) such indemnification is prohibited
by law. In the event that payment of indemnification is not made within five days after a
determination of entitlement to indemnification has been made or deemed to have been made
pursuant to Section 4.5(a) or (b) of this Article 4, the Indemnitee shall be entitled to seek
judicial enforcement of the Corporation's obligation to pay to the Indemnitee such
indemnification. Notwithstanding the foregoing, the Corporation may bring an action, in an
appropriate court in the state of Delaware or any other court of
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competent jurisdiction, contesting the right of the Indemnitee to receive
indemnification hereunder due to the occurrence of an event described in Subclause (A) or (B)
of this subsection (each, a "Disqualifying Event"); provided, however, that in any such
action the Corporation shall have the burden of proving the occurrence of such Disqualifying
Event.
(iii) The Corporation shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 4.5(c) that the procedures and presumptions of
this Article 4 are not valid, binding and enforceable and shall stipulate in any such court
or before any such arbitrator that the Corporation is bound by all the provisions of this
Article 4.
(iv) In the event that the Indemnitee or Potential Indemnitee, pursuant to this Section
4.5(c), seeks a judicial adjudication of or an award in arbitration to enforce his or her
rights under, or to recover damages for breach of, this Article 4, such person shall be
entitled to recover from the Corporation, and shall be indemnified by the Corporation
against, any expenses actually and reasonably incurred by such person in connection with such
judicial adjudication or arbitration. If it shall be determined in such judicial adjudication
or arbitration that such person is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the expenses incurred by such person in
connection with such judicial adjudication or arbitration shall be prorated accordingly.
(d)
Definitions.
For purposes of this Article 4:
(i) "Change in Control" means a change in control of the Corporation of a nature that
would be required to be reported in response to Item 6(e) (or any successor provision) of
Schedule 14A of Regulation 14A (or any amendment or successor provision thereto)
promulgated under the Securities Exchange Act of 1934, as amended (the "Act"), whether or
not the Corporation is then subject to such reporting requirement; provided that, without
limitation, such a change in control shall be deemed to have occurred if (A) any "person"
(as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of
the Corporation representing 20% or more of the voting power of all outstanding shares of
stock of the Corporation entitled to vote generally in an election of Directors without the
prior approval of at least two-thirds of the members of the Board in office immediately
prior to such acquisition; (B) the Corporation is a party to any merger or consolidation in
which the Corporation is not the continuing or surviving corporation or pursuant to which
shares of the Corporation's common stock would be converted into cash, securities or other
property, other than a merger of the Corporation in which the holders of the Corporation's
common stock immediately prior to the merger have the same proportionate ownership of
common stock of the surviving corporation immediately after the merger; (C) there is a
sale, lease, exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, the assets of the Corporation, or liquidation
or dissolution of the Corporation; (D) the Corporation is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence
of which members of the Board in office immediately prior to such transaction or event
constitute less than a majority of the Board thereafter; or (E) during any period of two
consecutive years, individuals who at the beginning of such period constituted the Board
(including for this purpose any new Director whose election or nomination for election by
the stockholders was approved by a vote of at least two-thirds of the Directors then still
in office who were Directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board.
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(ii) "Disinterested Director" means a Director who is not or was not a party to the
Proceeding in respect of which indemnification is sought by the Indemnitee or Potential
Indemnitee.
(iii) "Independent Counsel" means a law firm or a member of a law firm that neither
presently is, nor in the past five years has been, retained to represent: (a) the
Corporation or the Indemnitee in any matter material to either such party or (b) any other
party to the Proceeding giving rise to a claim for indemnification under this Article 4.
Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person
who, under applicable standards of professional conduct then prevailing under the law of
the State of Delaware, would have a conflict of interest in representing either the
Corporation or the Indemnitee or Potential Indemnitees in an action to determine the
Indemnitee's or Potential Indemnitee's rights under this Article 4.
4.6
Indemnification of Employees and Agents.
Notwithstanding any other provision of this
Article 4, the Corporation, to the fullest extent permitted by applicable law as then in effect,
may indemnify any person other than a Director or officer of the Corporation who is or was an
employee or agent of the Corporation and who is or was involved in any manner (including,
without limitation, as a party or a witness) or is threatened to be made so involved in any
threatened, pending or completed Proceeding by reasons of the fact that such person is or was an
employee or agent of the Corporation or was or is serving, at the request of the Corporation, as
a director, officer, employee, or agent of a Covered Entity against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such Proceeding. The Corporation may also advance
expenses incurred by such employee, fiduciary or agent in connection with any such Proceeding,
consistent with the provisions of applicable law as then in effect. If made or advanced, such
indemnification shall be made and such reasonable expenses shall be advanced pursuant to
procedures to be established from time to time by the Board or its designee(s).
4.7
Severability.
If any of this Article 4 shall be held to be invalid, illegal or
unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the
remaining provisions of this Article 4 (including, without limitation, all portions of any
Section of this Article 4 containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this
Article 4 (including, without limitation, all portions of any Section of this Article 4
containing any such provision held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.
Section 102(b)(7) of the Delaware General Corporation Law, as amended, provides in regard to
the limitation of liability of directors and officers as follows:
(b) In addition to the matters required to be set forth in the certificate of incorporation
by subsection (a) of this section, the certificate of incorporation may also contain any or all
of the following matters:
(7) A provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the liability of a
director:
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(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 this Title, or (iv) for
any transaction from which the director derived an improper personal benefit. No such
provision shall eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective. All references in this
paragraph to a director shall also be deemed to refer (x) to a member of the governing body
of a corporation which is not authorized to issue capital stock, and (y) to such other person
or persons, if any, who, pursuant to a provision of the certificate of incorporation in
accordance with § 141(a) of this title, exercise or perform any of the powers or duties
otherwise conferred or imposed upon the board of directors by this title.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law, Article SIXTH of
The Hartford Financial Services Group, Inc.'s Amended and Restated Certificate of Incorporation
provides in regard to the limitation of liability of directors and officers as follows:
To the fullest extent permitted by applicable law as then in effect, no director or officer
shall be personally liable to the Corporation or any of its stockholders for damages for breach
of fiduciary duty as a director or officer, except for liability (a) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation Law, (d) for any transaction from which the
director derived an improper personal benefit or (e) for any act or omission occurring prior to
the effective date of this ARTICLE SIXTH. Any repeal or modification of this ARTICLE SIXTH by
the stockholders of the Corporation shall not adversely affect any right or protection of a
director or officer of the Corporation existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or modification.
We have policies in force and effect that insure our directors and officers against losses
which they or any of them will become legally obligated to pay by reason of any actual or alleged
error or misstatement or misleading statement or act or omission or neglect or breach of duty by
such directors and officers in the discharge of their duties, individually or collectively, or as a
result of any matter claimed against them solely by reason of their being directors or officers.
Such coverage is limited by the specific terms and provisions of the insurance policies.
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 offers or sales are being made, a post-effective
amendment to this registration statement:
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(i) To include any prospectus required by Section 10(a)(3) of the Securities Act,
unless the information is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Company pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this
registration statement;
(ii) To reflect in the prospectus any facts or events arising after the effective date
of this 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 with or furnished to the Commission pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this registration statement;
(iii) To include any material information with respect to the plan of distribution
not previously disclosed in this registration statement or any material change to such
information in this 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 remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents By Reference. 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 this 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
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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
June 3, 2005.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By:
/s/ Neal S. Wolin
Neal S. Wolin
Executive 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,
June 3, 2005
Ramani Ayer
Chief Executive
Officer and Director
(Principal Executive Officer)
*
Executive Vice President
June 3, 2005
Thomas M. Marra
and Director
*
Executive Vice President
June 3, 2005
David K. Zwiener
and Director
*
Executive Vice President
June 3, 2005
David M. Johnson
and Chief Financial Officer
(Principal Financial Officer)
*
Senior Vice President
June 3, 2005
Robert J. Price
and Controller
(Principal Accounting Officer)
*
Director
June 3, 2005
Edward J. Kelly, III
*
Director
June 3, 2005
Paul G. Kirk, Jr.
*
Director
June 3, 2005
Gail J. McGovern
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*
Director
June 3, 2005
Michael G. Morris
*
Director
June 3, 2005
Robert W. Selander
*
Director
June 3, 2005
Charles B. Strauss
*
Director
June 3, 2005
H. Patrick Swygert
*By:
/s/ Neal S. Wolin
Neal S. Wolin
As Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No.
Description of Exhibit
4.1
Corrected Amended and Restated Certificate of Incorporation of the Company, effective May
21, 1998, as amended by Amendment No. 1, effective May 1, 2002 (incorporated herein by
reference to Exhibit 3.01 to the Company's Form 10-K for the fiscal year ended December 31,
2004)
4.2
Amended and Restated By-Laws of the Company, amended effective May 19, 2005 (incorporated
herein by reference to Exhibit 3.1 to the Company's Form 8-K filed May 24, 2005)
4.3
Rights Agreement dated as of November 1, 1995 (the "Rights Agreement"), between the Company
and The Bank of New York as Rights Agent (incorporated herein by reference to Exhibit 4.26 to
the Registration Statement on Form S-3 (Registration No. 333-103915) of the Company, Hartford
Capital IV, Hartford Capital V and Hartford Capital VI)
4.4
Form of certificate of the voting powers, preferences and relative participating, optional
and other special rights, qualifications, limitations or restrictions of Series A
Participating Cumulative Preferred Stock of the Company (attached as Exhibit A to the Rights
Agreement that is incorporated herein by reference as Exhibit 4.3 hereto)
4.5
Form of Right Certificate (attached as Exhibit B to the Rights Agreement that is
incorporated herein by reference as Exhibit 4.3 hereto)
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Exhibit No.
Description of Exhibit
4.6
Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the
Company's Registration Statement on Form 8-A, dated September 18, 1995, as amended by the
Form 8-A/A, filed on November 13, 1995)
5.1
Opinion of Richard G. Costello, Esq. (filed herewith)
15.1
Awareness Letter of Deloitte & Touche LLP (filed herewith)
23.1
Consent of Deloitte & Touche LLP (filed herewith)
23.2
Consent of Richard G. Costello, Esq. (included in Exhibit 5.1)
24.1
Power of Attorney (filed herewith)
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