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<TITLE>Form S-8</TITLE>
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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>As filed with the Securities and Exchange Commission on August&nbsp;4, 2010</B>
</DIV>


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


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
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<DIV align="center" style="font-size: 14pt; margin-top: 10pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

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

<DIV align="center" style="font-size: 18pt; margin-top: 10pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 10pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 10pt"><B>The Hartford Financial Services Group, Inc.</B>
</DIV>

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


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<TR valign="bottom">
    <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">(<I>State or other jurisdiction of</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><I>(IRS Employer Identification No.</I>)</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><I>incorporation or organization</I>)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
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<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>One Hartford Plaza<BR>
Hartford, CT 06155</B><BR>
(<I>Address of Principal Executive Offices including Zip Code</I>)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>The Hartford 2010 Incentive Stock Plan</B><BR>
(<I>Full title of the Plan</I>)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>Ricardo A. Anzaldua<BR>
Senior Vice President and Corporate Secretary<BR>
The Hartford Financial Services Group, Inc.<BR>
One Hartford Plaza<BR>
Hartford, CT 06155-1900<BR>
(860)&nbsp;547-5000</B><BR>
(<I>Name, address and telephone number of agent for service</I>)
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><I>Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of &#147;large accelerated
filer,&#148; &#147;accelerated filer&#148; and &#147;smaller reporting company&#148; in Rule&nbsp;12b-2 of the Exchange Act.
(Check one):</I>
</DIV>
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    <TD width="3%"></TD>
    <TD width="22%"></TD>
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<TR valign="bottom">
    <TD align="center" valign="top">Large accelerated filer <FONT face="Wingdings">&#254;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Accelerated filer <FONT face="Wingdings">&#111;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Non-accelerated filer <FONT face="Wingdings">&#111;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><FONT style="white-space: nowrap">Smaller reporting company <FONT face="Wingdings">&#111;</FONT></FONT></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><FONT style="white-space: nowrap">(Do not check if a smaller reporting company)</FONT></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
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<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>
</DIV>

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    <TD width="1%">&nbsp;</TD>
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    <TD width="9%">&nbsp;</TD>
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    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
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    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-bottom: 1px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
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    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount Of</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="left">&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>To Be</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration</B></TD>
    <TD width="1%">&nbsp;</TD>
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    <TD nowrap align="left"><B>Title Of</B> <B>Securities To Be Registered</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered</B>(1)</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Per Share</B>(2)</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price</B>(2)</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Fee</B></TD>
    <TD width="1%">&nbsp;</TD>
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    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
                    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock (par value
$0.01 per share) (&#147;Common
Stock&#148;)</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" style="border-top: 1px solid #000000">18,000,000</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" style="border-top: 1px solid #000000">$23.20</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" style="border-top: 1px solid #000000">$417,600,000</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" style="border-top: 1px solid #000000">$29,774.88</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-top: 3px double #000000">&nbsp;</TD>
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<TR style="font-size: 6pt">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="96">&nbsp;</TD>
</TR>
<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Pursuant to Rule&nbsp;416 under the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;), this registration statement includes an
indeterminate number of additional shares as may be issuable as a
result of a stock split, stock dividend or similar adjustment of the
outstanding shares of Common Stock of The Hartford Financial Services
Group, Inc. (the &#147;Company&#148;).</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>The proposed maximum offering price of $23.20 per share, which is the
average of the high and low prices of the Company&#146;s Common Stock as
reported on the New York Stock Exchange on July&nbsp;30, 2010, is set forth
solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) and (h)&nbsp;under the Securities Act.</TD>
</TR>





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<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>






<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">


<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><U><B>TABLE OF CONTENTS</B></U>
</DIV>

<DIV align="center">
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<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101">PART II</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#103">Item&nbsp;3. Incorporation of Documents by Reference</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#104">Item&nbsp;4. Description of Securities</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#105">Item&nbsp;5. Interests of Named Experts and Counsel</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#106">Item&nbsp;6. Indemnification of Directors and Officers</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#107">Item&nbsp;7. Exemption from Registration Claimed</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#108">Item&nbsp;8. Exhibits</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#109">Item&nbsp;9. Undertakings</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#110">SIGNATURES</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#111">INDEX TO EXHIBITS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="c04170exv5w01.htm">Exhibit 5.01</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="c04170exv15w01.htm">Exhibit 15.01</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="c04170exv23w01.htm">Exhibit 23.01</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="c04170exv24w01.htm">Exhibit 24.01</A></FONT></TD></TR>
</TABLE>
</DIV>

<DIV align="left">
<!-- /TOC -->
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->2<!-- /Folio -->
</DIV>

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

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">
<DIV align="left">
<A name="101"></A>
</DIV>
<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>PART I</B>
</DIV>

<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS</B>
</DIV>

<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;1. Plan Information.&#42;</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information.&#42;</B>
</DIV>
<DIV>&nbsp;</DIV>
<DIV align=left style="font-size: 10pt">&#42; The information required by Part&nbsp;I of Form S&#150;8 will be sent or given to participants and is omitted from this
Registration Statement in accordance with the Note to Part I of Form S&#150;8.</DIV>
<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>PART II</B>
</DIV>

<DIV align="left">
<A name="102"></A>
</DIV>

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

<DIV align="left">
<A name="103"></A>
</DIV>

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


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The following are incorporated by reference into this registration statement:
</DIV>

<DIV style="margin-top: 10pt">
<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="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company&#146;s Annual Report on Form 10-K (File No.&nbsp;001-13958) for the
year ended December&nbsp;31, 2009, filed by the Company with the Securities
and Exchange Commission (the &#147;Commission&#148;) on February&nbsp;23, 2010;</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>all other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 (the &#147;Exchange Act&#148;)
since the end of the fiscal year covered by the Annual Report referred
to in (a)&nbsp;above (other than portions of those documents furnished or
otherwise not deemed filed); and</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the description of the Company&#146;s Common Stock contained in the
registration statement filed under the Exchange Act, including any amendment or report filed for
the purpose of updating such descriptions.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">In addition, all documents filed with the Commission pursuant to Sections&nbsp;13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the
filing of a post-effective amendment which indicates that all securities registered hereby have
been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part hereof from the date of
filing of such documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Any statement contained in a document incorporated or deemed to be incorporated herein by
reference, or contained in this registration statement, shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a statement contained in
any subsequently filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this registration statement.
</DIV>
<DIV align="left">
<A name="104"></A>
</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">Not applicable.
</DIV>
<DIV align="left">
<A name="105"></A>
</DIV>

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


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The validity of the shares of Common Stock being registered pursuant hereto has been
passed upon by Ricardo A. Anzald&#250;a, Senior Vice President and Corporate Secretary of the Company.
Mr.&nbsp;Anzald&#250;a owns, or has the right to acquire, a number of shares of the Company&#146;s Common Stock
which represents less than 1% of the total outstanding Common Stock of the Company. Mr.&nbsp;Anzald&#250;a
is eligible to participate in The Hartford 2010 Incentive Stock Plan<B>.</B>
</DIV>
<DIV align="left">
<A name="106"></A>
</DIV>

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


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Section&nbsp;145 of the Delaware General Corporation Law, as amended, provides in regards to
indemnification of directors and officers as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">145. Indemnification of officers, directors, employees and agents; insurance.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(a)&nbsp;A corporation shall have power to 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 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 <I>nolo
contendere </I>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.
</DIV>
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</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(b)&nbsp;A corporation shall have power to 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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(c)&nbsp;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(d)&nbsp;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(e)&nbsp;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 directors and officers or other employees and agents may
be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(f)&nbsp;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. A right to indemnification or to advancement of expenses arising under a
provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired
by an amendment to such provision after the occurrence of the act or omission that is the
subject of the civil, criminal, administrative or investigative action, suit or proceeding
for which indemnification or advancement of expenses is sought, unless the provision in
effect at the time of such act or omission explicitly authorizes such elimination or
impairment after such action or omission has occurred.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(g)&nbsp;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(h)&nbsp;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.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

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<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(i)&nbsp;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(j)&nbsp;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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Article&nbsp;4 of the Company&#146;s Amended and Restated By-Laws provides in regard to indemnification
of directors and officers as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">4.1 <I>Rights to Indemnification and Effect of Amendment. </I>(a)&nbsp;Rights 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 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 any Covered Entity (as defined in Section&nbsp;4.5(d)), 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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(b) <I>Effect of Amendments. </I>The rights to indemnification and advancement of expenses
conferred in this Article&nbsp;4 shall be contract rights and shall vest at the time a Director or
officer shall take office. 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&nbsp;4.1(b)) shall adversely affect the rights of any person who is or was a 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 person.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">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.
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">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 by such Potential Indemnitee in connection with such
Proceeding prior to a determination of such Potential Indemnitee&#146;s entitlement to
indemnification in accordance with 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 in accordance with 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; 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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">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
Artic1e 4, the following procedures, presumptions and remedies shall apply with respect to
the right to indemnification under this Article&nbsp;4:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(a)&nbsp;Procedures for Determination of Entitlement to Indemnification. (i)&nbsp;To obtain
indemnification under this Article&nbsp;4, a 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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(ii)&nbsp;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, (y)&nbsp;a
majority of such Disinterested Directors so directs or (z)&nbsp;there are no Disinterested
Directors; (D)&nbsp;by the stockholders of the Corporation; or (E)&nbsp;as provided in
Section&nbsp;4.5(b) of this Article&nbsp;4.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(iii)&nbsp;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 Indemnitee shall select such Independent Counsel, but only an
Independent Counsel to which a majority of the Disinterested Directors does not
reasonably object.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(b)&nbsp;Presumptions and Effect of Certain Proceedings. 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) 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) 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.
</DIV>
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</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(c) <I>Remedies. </I>(i)&nbsp;In the event that a determination is made pursuant to
Section&nbsp;4.5(a) 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).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(ii)&nbsp;If a determination shall have been made or deemed to have been made,
pursuant to Section&nbsp;4.5(a) or (b), 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), 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 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)&nbsp;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(iii)&nbsp;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(iv)&nbsp;In the event that the Indemnitee or Potential Indemnitee, pursuant to this
Section&nbsp;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.
</DIV>


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


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(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 Exchange Act, as amended, 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 Exchange Act) is or
becomes the &#147;beneficial owner&#148; (as defined in Rule&nbsp;13d-3 under the Exchange 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.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->7<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(ii) &#147;Covered Entity&#148; means, with respect to any person, any corporation (other
than the Corporation), partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan) in respect of which such
person is serving at the request of the Corporation as a director, officer, employee,
fiduciary or agent.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(iii) &#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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(iv) &#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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">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 reason 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).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">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:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(b)&nbsp;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:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">....</Div>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(7)&nbsp;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: (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 &#167; 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.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->8<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">As permitted by Section&nbsp;102(b)(7) of the Delaware General Corporation Law, Article&nbsp;SIXTH
of the Company&#146;s Amended and Restated Certificate of Incorporation provides in regard to the
limitation of liability of directors and officers as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">The Company has 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.
</DIV>
<DIV align="left">
<A name="107"></A>
</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">Not applicable.
</DIV>
<DIV align="left">
<A name="108"></A>
</DIV>

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


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">An Exhibit&nbsp;Index containing a list of all exhibits filed with this registration
statement is included with this filing.
</DIV>
<DIV align="left">
<A name="109"></A>
</DIV>

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


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


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">(1)&nbsp;To file, during any period in which it offers or sells securities, a post-effective
amendment to this registration statement to:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">(i)&nbsp;include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act,
unless the information is contained in periodic reports filed by the Company pursuant to
Section&nbsp;13 or Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">(ii)&nbsp;reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement, unless the information is contained in periodic
reports filed by the Company pursuant to Section&nbsp;13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">(iii)&nbsp;include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such
information in the registration statement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">(2)&nbsp;That, for the purpose of determining any liability under the 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.
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->9<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">(3)&nbsp;To file a post-effective amendment to remove from registration any of the securities
being registered which remain unsold at the termination of the offering.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">(b)&nbsp;<U>Subsequent Exchange Act Documents</U>. 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 the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">(c)&nbsp;<U>Indemnification</U>. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.<BR>
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;

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

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">
<DIV align="left">
<A name="110"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">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 the 4<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> day
of August, 2010.
</DIV>

<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/ Alan J. Kreczko
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Alan J. Kreczko &nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left" nowrap>Executive Vice President and General Counsel&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed by the following persons in the capacities indicated on the dates indicated.
</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="28%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="53%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Signature</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Title</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Date</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <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" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Liam E. McGee
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman, Chief Executive Officer
and Director<br>
(Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;4, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <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" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Christopher J. Swift
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President and Chief Financial
Officer <br>(Principal Financial Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;4, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <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" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Beth A. Bombara
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President and Controller
<br>(Principal Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;4, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <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" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Robert B. Allardice, III
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;4, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <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" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Trevor Fetter
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;4, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <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" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Paul G. Kirk, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;4, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <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" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Michael G. Morris
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;4, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <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" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Thomas A. Renyi
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;4, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <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" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Charles B. Strauss
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;4, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <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" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
H. Patrick Swygert
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;4, 2010</TD>
</TR>
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</DIV>

<DIV align="center">
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    <TD width="2%">&nbsp;</TD>
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    <TD width="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="50%">&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/ Ricardo A. Anzald&#250;a
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Ricardo A. Anzald&#250;a
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</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>
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</DIV>

<P align="center" style="font-size: 10pt">&nbsp;

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

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">
<DIV align="left">
<A name="111"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>INDEX TO EXHIBITS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="77%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center" colspan="3"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description of Exhibit</B></TD>
</TR>

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    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4.01</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Amended and Restated Certificate of Incorporation of The
Hartford Financial Services Group, Inc. (incorporated herein
by reference to Exhibit&nbsp;3.1 to The Hartford&#146;s Quarterly Report
on Form&nbsp;10-Q, filed on April&nbsp;29, 2010).</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4.02</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Amended and Restated By-Laws of The Hartford, amended
effective May&nbsp;28, 2009 (incorporated herein by reference to
Exhibit&nbsp;3.1 to The Hartford&#146;s Current Report on Form&nbsp;8-K,
filed on March&nbsp;9, 2010).</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4.03</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">The Hartford 2010 Incentive Stock Plan (incorporated herein by
reference to Exhibit&nbsp;10.1 to The Hartford&#146;s Current Report on
Form&nbsp;8-K, filed May&nbsp;25, 2010)</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">5.01</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Opinion of Ricardo A. Anzald&#250;a. (filed herewith)</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">15.01</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Awareness Letter of Deloitte &#038; Touche LLP (filed herewith)</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">23.01</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consent of Deloitte &#038; Touche LLP (filed herewith)</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">23.02</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consent of Ricardo A. Anzald&#250;a (included in Exhibit&nbsp;5.1)</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">24.01</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Power of Attorney (filed herewith)</DIV></TD>
</TR>
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</HTML>
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{"company-data": {"conformed-name": "HARTFORD FINANCIAL SERVICES GROUP INC/DE", "cik": "0000874766", "assigned-sic": "6331", "irs-number": "133317783", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-168537", "film-number": "10992054"}, "business-address": {"street1": "ONE HARTFORD PLAZA", "city": "HARTFORD", "state": "CT", "zip": "06155", "phone": "8605475000"}, "mail-address": {"street1": "ONE HARTFORD PLAZA", "city": "HARTFORD", "state": "CT", "zip": "06155"}, "former-company": {"former-conformed-name": "ITT HARTFORD GROUP INC /DE", "date-changed": "19930328"}}
Form S-8
Table of Contents
As filed with the Securities and Exchange Commission on August 4, 2010
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
The Hartford Financial Services Group, Inc.
(
Exact name of registrant as specified in its charter
)
Delaware
13-3317783
(
State or other jurisdiction of
(IRS Employer Identification No.
)
incorporation or organization
)
One Hartford Plaza
Hartford, CT 06155
(
Address of Principal Executive Offices including Zip Code
)
The Hartford 2010 Incentive Stock Plan
(
Full title of the Plan
)
Ricardo A. Anzaldua
Senior Vice President and Corporate Secretary
The Hartford Financial Services Group, Inc.
One Hartford Plaza
Hartford, CT 06155-1900
(860) 547-5000
(
Name, address and telephone number of agent for service
)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer
þ
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Amount
Maximum
Maximum
Amount Of
To Be
Offering Price
Aggregate
Registration
Title Of
Securities To Be Registered
Registered
(1)
Per Share
(2)
Offering Price
(2)
Fee
Common Stock (par value
$0.01 per share) ("Common
Stock")
18,000,000
$23.20
$417,600,000
$29,774.88
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement includes an
indeterminate number of additional shares as may be issuable as a
result of a stock split, stock dividend or similar adjustment of the
outstanding shares of Common Stock of The Hartford Financial Services
Group, Inc. (the "Company").
(2)
The proposed maximum offering price of $23.20 per share, which is the
average of the high and low prices of the Company's Common Stock as
reported on the New York Stock Exchange on July 30, 2010, is set forth
solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) and (h) under the Securities Act.
TABLE OF CONTENTS
PART II
3
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3
Item 3. Incorporation of Documents by Reference
3
Item 4. Description of Securities
3
Item 5. Interests of Named Experts and Counsel
3
Item 6. Indemnification of Directors and Officers
3
Item 7. Exemption from Registration Claimed
9
Item 8. Exhibits
9
Item 9. Undertakings
9
SIGNATURES
11
INDEX TO EXHIBITS
12
Exhibit 5.01
Exhibit 15.01
Exhibit 23.01
Exhibit 24.01
2
Table of Contents
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The information required by Part I of Form S–8 will be sent or given to participants and is omitted from this
Registration Statement in accordance with the Note to Part I of Form S–8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following are incorporated by reference into this registration statement:
(a)
the Company's Annual Report on Form 10-K (File No. 001-13958) for the
year ended December 31, 2009, filed by the Company with the Securities
and Exchange Commission (the "Commission") on February 23, 2010;
(b)
all other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since the end of the fiscal year covered by the Annual Report referred
to in (a) above (other than portions of those documents furnished or
otherwise not deemed filed); and
(c)
the description of the Company's Common Stock contained in the
registration statement filed under the Exchange Act, including any amendment or report filed for
the purpose of updating such descriptions.
In addition, all documents filed with the Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the
filing of a post-effective amendment which indicates that all securities registered hereby have
been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated herein by
reference, or contained in this registration statement, shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a statement contained in
any subsequently filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this registration statement.
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 pursuant hereto has been
passed upon by Ricardo A. Anzaldúa, Senior Vice President and Corporate Secretary of the Company.
Mr. Anzaldúa owns, or has the right to acquire, a number of shares of the Company's Common Stock
which represents less than 1% of the total outstanding Common Stock of the Company. Mr. Anzaldúa
is eligible to participate in The Hartford 2010 Incentive Stock Plan
.
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 shall have power to 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 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.
3
Table of Contents
(b) A corporation shall have power to 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 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. A right to indemnification or to advancement of expenses arising under a
provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired
by an amendment to such provision after the occurrence of the act or omission that is the
subject of the civil, criminal, administrative or investigative action, suit or proceeding
for which indemnification or advancement of expenses is sought, unless the provision in
effect at the time of such act or omission explicitly authorizes such elimination or
impairment after such action or omission has occurred.
(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.
4
Table of Contents
(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 Company's Amended and Restated By-Laws provides in regard to indemnification
of directors and officers as follows:
4.1
Rights to Indemnification and Effect of Amendment.
(a) Rights 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 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 any Covered Entity (as defined in Section 4.5(d)), 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 rights to indemnification and advancement of expenses
conferred in this Article 4 shall be contract rights and shall vest at the time a Director or
officer shall take office. 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 person who is or was a 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 person.
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.
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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 by such Potential Indemnitee in connection with such
Proceeding prior to a determination of such Potential Indemnitee's entitlement to
indemnification in accordance with 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 in accordance with 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
Artic1e 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, a 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, (y) a
majority of such Disinterested Directors so directs or (z) there are no Disinterested
Directors; (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 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) 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) 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.
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(c)
Remedies.
(i) In the event that a determination is made pursuant to
Section 4.5(a) 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), 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), 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 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 Exchange Act, as amended, 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 Exchange Act) is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange 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) "Covered Entity" means, with respect to any person, any corporation (other
than the Corporation), partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan) in respect of which such
person is serving at the request of the Corporation as a director, officer, employee,
fiduciary or agent.
(iii) "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.
(iv) "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 reason 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: (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 § 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.
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As permitted by Section 102(b)(7) of the Delaware General Corporation Law, Article SIXTH
of the Company'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.
The Company has 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 it offers or sells securities, a post-effective
amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the Securities Act,
unless the information is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement;
(ii) reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement, unless the information is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement;
(iii) include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the 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.
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(3) To file a post-effective amendment to remove from registration any of the securities
being registered which remain unsold at the termination of the offering.
(b)
Subsequent Exchange Act Documents
. The undersigned Company hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act)
that is incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Indemnification
. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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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 the 4
th
day
of August, 2010.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By:
/s/ Alan J. Kreczko
Alan J. Kreczko
Executive Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed by the following persons in the capacities indicated on the dates indicated.
Signature
Title
Date
*
Liam E. McGee
Chairman, Chief Executive Officer
and Director
(Principal Executive Officer)
August 4, 2010
*
Christopher J. Swift
Executive Vice President and Chief Financial
Officer
(Principal Financial Officer)
August 4, 2010
*
Beth A. Bombara
Senior Vice President and Controller
(Principal Accounting Officer)
August 4, 2010
*
Robert B. Allardice, III
Director
August 4, 2010
*
Trevor Fetter
Director
August 4, 2010
*
Paul G. Kirk, Jr.
Director
August 4, 2010
*
Michael G. Morris
Director
August 4, 2010
*
Thomas A. Renyi
Director
August 4, 2010
*
Charles B. Strauss
Director
August 4, 2010
*
H. Patrick Swygert
Director
August 4, 2010
By
*/s/ Ricardo A. Anzaldúa
Ricardo A. Anzaldúa
As Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit
No.
Description of Exhibit
4.01
Amended and Restated Certificate of Incorporation of The
Hartford Financial Services Group, Inc. (incorporated herein
by reference to Exhibit 3.1 to The Hartford's Quarterly Report
on Form 10-Q, filed on April 29, 2010).
4.02
Amended and Restated By-Laws of The Hartford, amended
effective May 28, 2009 (incorporated herein by reference to
Exhibit 3.1 to The Hartford's Current Report on Form 8-K,
filed on March 9, 2010).
4.03
The Hartford 2010 Incentive Stock Plan (incorporated herein by
reference to Exhibit 10.1 to The Hartford's Current Report on
Form 8-K, filed May 25, 2010)
5.01
Opinion of Ricardo A. Anzaldúa. (filed herewith)
15.01
Awareness Letter of Deloitte & Touche LLP (filed herewith)
23.01
Consent of Deloitte & Touche LLP (filed herewith)
23.02
Consent of Ricardo A. Anzaldúa (included in Exhibit 5.1)
24.01
Power of Attorney (filed herewith)
12