Edgar Filing: HARTFORD FINANCIAL SERVICES GROUP INC/DE

ITEM 1.

Election of Directors

AGAINST ALL

FOR ALL EXCEPT

Director Nominees:

01–Ramani Ayer,
02–Ramon de Oliveira,
03–Trevor Fetter,
04–Edward J. Kelly, III,
05–Paul G. Kirk, Jr.,
06–Thomas M. Marra,
07–Gail J. McGovern,
08–Michael G. Morris
09–Charles B. Strauss, and
10–H. Patrick Swygert.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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The Hartford Financial Services Group, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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The Hartford Financial Services Group, Inc.
2008 Notice of Annual Meeting of Shareholders
and Proxy Statement

Letter to Shareholders

April 10, 2008

Dear Shareholder:

I am pleased to invite you to attend the Annual Meeting of Shareholders of The Hartford Financial Services Group, Inc., to be held at 2:00 p.m. on Wednesday, May 21, 2008 in the Wallace Stevens Theater at The Hartford's Home Office in Hartford, Connecticut. We have elected to take advantage of new Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their shareholders on the Internet. We believe that the new rules will allow us to provide you with the information you need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. We hope that you will participate in the Annual Meeting either by attending and voting in person or by voting as promptly as possible by proxy, by telephone or through the Internet. Your vote is important and we urge you to exercise your right to vote.

The accompanying Notice of Annual Meeting and Proxy Statement provide information about the matters to be acted upon by The Hartford's shareholders. Financial and other information concerning The Hartford is contained in our Corporate Report to Shareholders and our Form 10-K for the fiscal year ended December 31, 2007, each of which is available on our investor relations web site, http://ir.thehartford.com.

Sincerely yours,

Ramani Ayer
Chairman and
Chief Executive Officer

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

NOTICE OF 2008 ANNUAL MEETING OF SHAREHOLDERS

The annual meeting of the shareholders of The Hartford Financial Services Group, Inc. (the "Company") will be held at 2:00 p.m. on Wednesday, May 21, 2008 in the Wallace Stevens Theater at the Company's Home Office, One Hartford Plaza, Hartford, Connecticut 06155, for the following purposes:

1.: To elect a Board of Directors for the coming year;
2.: To ratify the appointment of Deloitte & Touche LLP as independent auditor of the Company for the fiscal year ending December 31, 2008; and
3.: To act upon any other business that may properly come before the annual meeting or any adjournment thereof.

Only shareholders of the Company at the close of business on March 24, 2008 are entitled to notice of, and to vote at, the annual meeting. For instructions on voting, please refer to the instructions on the Notice you received in the mail or, if you requested a hard copy of the Proxy Statement, on your enclosed proxy card.

IF YOU PLAN TO ATTEND:

Please note that space limitations make it necessary to limit attendance to shareholders. Admission to the meeting will be on a first-come, first-served basis. Registration will begin at 1:00 p.m., and seating will begin at 1:30 p.m. Each shareholder may be asked to present valid picture identification, such as a driver's license or passport. Shareholders holding stock in brokerage accounts ("street name" holders) should bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

		By order of the Board of Directors,

		Ricardo A. Anzaldúa Senior Vice President and Corporate Secretary

April 10, 2008

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
One Hartford Plaza
Hartford, CT 06155

PROXY STATEMENT

Annual Meeting of Shareholders
May 21, 2008

GENERAL INFORMATION

The Board of Directors of The Hartford Financial Services Group, Inc. (the "Company" or "The Hartford") is soliciting shareholders' proxies in connection with the annual meeting of the shareholders of the Company, to be held on Wednesday, May 21, 2008 at 2:00 p.m. in the Wallace Stevens Theater at the Company's Home Office, One Hartford Plaza, Hartford, Connecticut, and at any adjournment or postponement thereof (the "Annual Meeting"). The mailing to shareholders of the notice of Internet availability of proxy materials took place on April 10, 2008.

Q:: Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?
A:: In accordance with rules and regulations recently adopted by the Securities and Exchange Commission (the "SEC"), instead of mailing a printed copy of our proxy materials to each shareholder of record, we may now furnish proxy materials by providing access to those documents on the Internet. Shareholders will not receive printed copies of the proxy materials unless they request them. Instead, most shareholders received a notice (the "Notice") containing instructions as to how to access and review all of the proxy materials on the Internet. The Notice also instructs you as to how to submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions in the Notice for requesting those materials.
Q:: Who is soliciting my vote?
A:: This proxy statement is being made available to holders of the Company's common stock (the "Common Stock") at the direction of the Board of Directors. The Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. As a Company shareholder, you are invited to attend the Annual Meeting and are entitled and requested to vote on the proposals described in this proxy statement to be presented at the Annual Meeting.
Q:: Who may vote at the meeting?
A:: You may vote all of the shares of our Common Stock that you owned at the close of business on March 24, 2008, the record date. On the record date, the Company had 314,589,526 shares of Common Stock outstanding and entitled to be voted at the meeting. You may cast one vote for each share of Common Stock held by you on all matters presented at the meeting.

Shares of Common Stock for the accounts of Company employees who participate in The Hartford Investment and Savings Plan ("ISP"), The Hartford Excess Savings Plan ("ESP") and The Hartford Deferred Restricted Stock Unit Plan ("Stock Unit Plan") are held of record and are voted by the trustees of the ISP, the ESP and the Stock Unit Plan, respectively. Shares of Common Stock purchased pursuant to the Company's Employee Stock Purchase Plan ("ESPP") are held in street name through brokerage accounts maintained with the ESPP's administrator, Fidelity Investments Institutional Services Company, Inc. ("Fidelity"), and may be voted by ESPP

participants using the voting methods described below. Participants in the ISP, the ESP and the Stock Unit Plan may instruct plan trustees as to how to vote their shares by voting by proxy using the voting methods described below. The trustees of the ISP, the ESP and the Stock Unit Plan will vote shares as to which they have not received direction in accordance with the terms of the ISP, the ESP and the Stock Unit Plan, respectively.

Q:

What proposals will be voted on at the meeting?

A:

Shareholders of the Company will consider and vote on the following proposals:

1.: To elect ten members of the Board of Directors of the Company, each to serve a one-year term expiring at the later of the annual meeting of shareholders in 2009 or upon his or her successor being elected and qualified;
2.: To ratify the appointment of Deloitte & Touche LLP as independent auditor for the Company for the fiscal year ending December 31, 2008; and
3.: To act upon any other business that may properly come before the Annual Meeting or any adjournment thereof.

Q:

How does the Board of Directors recommend I vote?

A:

Our Board of Directors unanimously recommends that you vote:

1.: "FOR" each of the nominees for election to the Board of Directors; and
2.: "FOR" ratification of Deloitte & Touche LLP as the Company's independent auditor for the year ending December 31, 2008.

Please see the information included in this proxy statement relating to each proposal being submitted to shareholder vote at the meeting.

Q:: What happens if additional matters are presented at the Annual Meeting?
A:: Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxyholders, Alan J. Kreczko, Ricardo A. Anzaldúa and Richard G. Costello, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting in accordance with Delaware law and our by-laws.
Q:: What vote is required to approve each proposal?
A:: Our Bylaws call for different voting standards depending on whether director elections are contested or uncontested. If the number of director nominees does not exceed the number of directors to be elected (i.e., an uncontested election), a director would be elected if the number of shares voted "for" that director exceeds the number of votes "against" that director. If the number of director nominees exceeds the number of directors to be elected (i.e., a contested election), directors would be elected by a plurality of shares cast "for" a director. For the election of directors at the 2008 Annual Meeting, the number of nominees will not exceed the number of directors to be elected. Consequently, with respect to Proposal #1, majority voting will govern.

With respect to Proposal #2, the affirmative vote of a majority of those shares present in person or represented by proxy is required to ratify the appointment of our independent auditor.

Q:: What is the difference between a "shareholder of record" and a "street name" holder?
A:: These terms describe the manner in which your shares are held. If your shares are registered directly in your name through the Bank of New York, our transfer agent, you are a "shareholder of record." If your shares are held in the name of a brokerage firm, bank, trust or other nominee as custodian on your behalf, you are a "street name" holder.

Q:

How do I vote my shares?

A:

Subject to the limitations described below, you may vote by proxy:

1.: electronically through the Internet;
2.: by telephone; or
3.: if you request printed copies of proxy materials, you can also vote by completing and signing each proxy card or voting instruction card provided to you and returning it to the address provided on the proxy card or voting instruction card.

When voting on any item to be voted on at the Annual Meeting, you may vote "for" or "against" the item or you may abstain from voting. Note, however, that abstentions will have no effect on the election of directors, since only votes "for" or "against" a nominee will be counted.

Voting by Telephone or Through the Internet. Whether you hold your shares directly as the shareholder of record or beneficially in "street name," you may direct your vote by proxy without attending the Annual Meeting. You can vote by proxy over the Internet or by telephone by following the instructions provided in the Notice.

Voting by Proxy Card or Voting Instruction Card. Each shareholder, including any employee of the Company who owns Common Stock through the ISP, the ESP, the Stock Unit Plan or the ESPP, may vote by using the proxy card(s) or voting instruction card(s) provided to him or her. When you return a proxy card or voting instruction card that is properly signed and completed, the shares of Common Stock represented by that card will be voted as specified by you.

Your vote is important, and the Board of Directors urges you to exercise your right to vote. Whether or not you plan to attend the Annual Meeting, you can ensure that your shares are voted by properly voting through the internet, by telephone, by proxy card(s) or voting instruction card(s).

Q:: Can I vote my shares in person at the Annual Meeting?
A:: If you are a shareholder of record, you may vote your shares in person at the Annual Meeting. If you hold your shares in street name, you must obtain a proxy or voting instruction card from your broker, banker, trustee or nominee, giving you the right to vote the shares at the Annual Meeting.
Q:: What constitutes a quorum, and why is a quorum required?
A:: A quorum is required for the Company shareholders to conduct business at the meeting. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares entitled to vote on the record date will constitute a quorum, permitting us to conduct the business of the meeting.
Q:: What if I don't vote or abstain? How are broker non-votes counted?
A:: Abstentions are included in the determination of shares present for quorum purposes.

The proxy holders for our holders of record will vote all proxies, or record an abstention or vote withholding, in accordance with the directions on the proxy. If no contrary direction is given, the shares will be voted as recommended by the Board of Directors. For street name shareholders, your broker or nominee may not be permitted to exercise voting discretion with respect to certain matters to be acted upon. If you do not give your broker or nominee specific instructions, your shares may not be voted on those matters and will not be considered as present and entitled to vote with respect to those matters. Shares represented by such "broker non-votes," however, will be counted in determining whether there is a quorum present.

Q:

If my shares are held in street name by my broker, will my broker vote my shares for me?

A:

Your broker will vote your shares only if the proposal is a matter on which your broker has discretion to vote (such as the election of directors), or if you provide instructions on how to vote by following the instructions provided to you by your broker.

Q:

Can I change my vote after I have delivered my proxy?

A:

Yes. If you are a shareholder of record, you may revoke your proxy at any time before it is exercised by:

1.: entering a new vote using the Internet or by telephone;
2.: giving written notice of revocation to the Corporate Secretary of the Company;
3.: submitting a subsequently dated and properly completed proxy card; or
4.: attending the Annual Meeting and revoking your proxy. Your attendance at the Annual Meeting will not by itself revoke your proxy.

Q:

Where can I find voting results of the meeting?

A:

We will announce preliminary voting results at the meeting and publish final results in the Company's first Quarterly Report on Form 10-Q filed with the SEC following the meeting.

Q:

How can I submit a proposal to the Company for inclusion in the 2009 Proxy Statement?

A:

Proposals submitted by shareholders for inclusion in the 2009 Proxy Statement relating to next year's annual meeting of shareholders must be received by the Company no later than the close of business on December 12, 2008. Any proposal received after that date will not be included in the Company's proxy materials for 2009. In addition, all proposals for inclusion in the 2009 Proxy Statement must comply with all of the requirements of SEC Rule 14a-8 under the Securities Exchange Act of 1934. No proposal may be presented at the 2009 annual meeting unless the Company receives notice of the proposal by February 21, 2009. Proposals should be addressed to Ricardo A. Anzaldúa, Senior Vice President and Corporate Secretary, The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155. All proposals must comply with certain requirements set forth in the Company's by-laws, a copy of which may be obtained from the Corporate Secretary of the Company or which may be viewed at www.thehartford.com/higfiles/pdf/TheHartfordByLaws.pdf.

Q:

How may I obtain other information about the Company?

A:

General information about the Company is available on our website at www.thehartford.com. You may view the corporate governance page of the investor relations section of our website at http://ir.thehartford.com for the following information, which is also available in print to any shareholder who requests it:

•: Copies of this Proxy Statement, our 2007 Annual Report on Form 10-K and other filings we have made with the Securities and Exchange Commission; and
•: The Company's corporate governance documents, as adopted by the Company's Board of Directors, including the Corporate Governance Guidelines (which incorporate the Company's director independence standards), committee charters, the Code of Ethics and Business Conduct applicable to all employees of the Company and the Code of Ethics and Business Conduct for Members of the Board of Directors.

Request for print copies of any of the above-listed documents should be addressed to Ricardo A. Anzaldúa, Senior Vice President and Corporate Secretary, The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155.

For further information, you may also contact the Company's Investor Relations Department at the following address: The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155, or call (860) 547-2537.

ITEMS TO BE ACTED UPON BY SHAREHOLDERS

ITEM 1

ELECTION OF DIRECTORS

Ten individuals will be nominated for election as directors at the Annual Meeting. The terms of office for all elected Directors will run until the next annual meeting of shareholders of the Company and until their successors are elected and qualified. There are currently eleven directors serving on the Board of Directors. As disclosed in the Company's Form 8-K filed March 28, 2008, Robert W. Selander, a member of the Board of Directors since 1998, informed the Company of his intention not to stand for re-election at the Annual Meeting. Mr. Selander intends to continue serving as a Director until his term expires at the Annual Meeting. The Company expects that, consistent with past practice and pursuant to Section 2.2 of the Company's By-Laws, the Board of Directors will pass a resolution reducing the number of directors that constitute the entire Board to ten, eliminating the seat currently held by Mr. Selander effective immediately upon the expiration of his term.

Under the Company's Corporate Governance Guidelines, each director has submitted a contingent, irrevocable resignation that the Board of Directors may accept if the director fails to be elected in an uncontested election. In that situation, the Nominating and Corporate Governance Committee (or another committee of the Board of Directors comprised solely of at least three non-management directors) would make a recommendation to the Board of Directors about whether to accept or reject the resignation. The Board of Directors will act on this recommendation within 90 days from the date of the Annual Meeting and the Company will disclose its decision publicly promptly thereafter.

Unless you direct otherwise on the proxy you complete, the shares of Common Stock represented by your valid proxy will be voted for the election of all director nominees. If for any reason a nominee should become unable to serve as a director, either the shares of Common Stock represented by valid proxies will be voted for the election of another individual nominated by the Board of Directors, or the Board of Directors will reduce the number of directors in order to eliminate the vacancy.

Set forth below is certain information about each nominee for election as a director, including the year each nominee first became a director of the Company, the principal occupation and other public company directorships of each as of March 24, 2008 and a brief description of the business experience of each for at least the past five years.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
ALL NOMINEES FOR ELECTION AS DIRECTORS.

Nominees for Directorships

RAMANI AYER
(Director since 1991)
Mr. Ayer, 60, is Chairman and Chief Executive Officer of the Company, positions he has held since February 1, 1997. He also served as President of the Company from February 1, 1997 until June 11, 2007. He previously was Executive Vice President of the Company from December 1995 to February 1997 and President and Chief Operating Officer of Hartford Fire Insurance Company, the Company's principal property and casualty insurance subsidiary, from 1990 to February 1997. Mr. Ayer joined the Company in 1973 as a member of the operations research department.

		RAMON DE OLIVEIRA (Director since 2005) Mr. de Oliveira, 53, has been an Adjunct Professor of Finance at Columbia University since 2002. Previously, from 1997 to 2001, he was the Head of Investment Management and Private Banking for JP Morgan Chase (JP Morgan prior to December 2000).
		TREVOR FETTER (Director since 2007) Mr. Fetter, 48, was named President of Tenet Healthcare Corporation effective November 2002 and was appointed its Chief Executive Officer in September 2003. From March 2000 to November 2002, Mr. Fetter served as Chairman and Chief Executive Officer of Broadlane, Inc., a provider of technology solutions for the healthcare industry. Mr. Fetter also is a member of the Boards of Directors of Broadlane, Inc. and Tenet Healthcare Corporation.
		EDWARD J. KELLY, III (Director since 2001) Mr. Kelly, 54, has served as the President of Citigroup Alternative Investments since February 2008 and as Chief Executive and President since March 2008. He joined Citigroup from The Carlyle Group, where he served as Managing Director of the Financial Institutions Group from June 2007 to January 2008. He previously was a Vice Chairman of The PNC Financial Services Group, Inc. from March 2007 to June 2007. From March 2001 to March 2007, he served as President and Chief Executive Officer of Mercantile Bankshares Corporation ("Mercantile") and also served as Mercantile's Chairman from March 2003 to March 2007. Mr. Kelly also is a member of the Board of Directors of CSX Corporation.
		PAUL G. KIRK, JR. (Director since 1995) Mr. Kirk, 70, is Chairman and President and a director of Kirk & Associates, Inc., a business advisory and consulting firm. Mr. Kirk served as Treasurer of the Democratic Party of the United States from 1983 to 1985 and as Chairman from 1985 until his resignation from that position in 1989. He retired from the law firm of Sullivan & Worcester in 2000, having become a partner of the firm in 1977, and Of Counsel to the firm in 1990. Mr. Kirk also is a member of the Boards of Directors of Cedar Shopping Centers, Inc. and Rayonier, Inc.

		THOMAS M. MARRA (Director since 2002) Mr. Marra, 49, has served as President and Chief Operating Officer of the Company since June 2007. He previously held the positions of Executive Vice President of The Hartford since 1990, President of Hartford Life, Inc. ("Hartford Life") since January 2002 and Chief Operating Officer of Hartford Life since March 20, 2000. Since joining the Company as an actuarial student in 1980, Mr. Marra held various positions of increasing responsibility at Hartford Life until June 2007.
		GAIL J. MCGOVERN (Director since 2003) Ms. McGovern, 56, is Professor of Marketing at Harvard Business School, a position she has held since June 2002. Previously, Ms. McGovern served as President of Fidelity Personal Investments from January 2001 to May 2002, and as President of Distribution and Services of Fidelity Personal Investments from September 1998 to January 2001. Ms. McGovern also is a member of the Board of Directors of DTE Energy Company.
		MICHAEL G. MORRIS (Director since 2004) Mr. Morris, 61, is Chairman, President and Chief Executive Officer of American Electric Power Company, Inc., having held the positions of President and Chief Executive Officer since January 2004 and the position of Chairman since February 2004. He previously was Chairman, President and Chief Executive Officer of Northeast Utilities from August 1997 to December 2003. Mr. Morris also is a member of the Boards of Directors of American Electric Power Company, Inc. and Alcoa, Inc.
		CHARLES B. STRAUSS (Director since 2001) Mr. Strauss, 65, served as President and Chief Executive Officer of Unilever United States, Inc., a primary business group of Unilever, the international food and home and personal care organization, from May 2000 until his retirement in December 2004. While at Unilever, he also held the positions of Group President, Unilever Home and Personal Care—North America since September 1999 and Chairman of the North America Committee, which coordinates Unilever's North American activities. Mr. Strauss also is a member of the Boards of Directors of Aegis Group plc. and The Hershey Company.
		H. PATRICK SWYGERT (Director since 1996) Mr. Swygert, 65, is President of Howard University, Washington, D.C., a position he has held since August 1995. He was President of the University at Albany, State University of New York, from 1990 to 1995. Mr. Swygert also is a member of the Boards of Directors of Fannie Mae and United Technologies Corporation.

ITEM 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR

In accordance with its Board-approved charter, the Audit Committee has appointed Deloitte & Touche LLP as independent auditor of the Company for the fiscal year ending December 31, 2008. Although shareholder ratification of the appointment of Deloitte & Touche LLP is not required, the Board requests ratification of this appointment by the shareholders.

Representatives of Deloitte & Touche LLP will attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

See "Audit Committee Charter and Report Concerning Financial Matters" in this Proxy Statement for further information regarding the Company's independent auditor.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR OF THE COMPANY.

GOVERNANCE OF THE COMPANY

The Corporate Governance Guidelines adopted by the Board of Directors (the "Board") comply with the listing standards of the New York Stock Exchange. A copy of the Corporate Governance Guidelines can be found on the Company's website at www.thehartford.com/higfiles/pdf/TheHartfordGovGuidelines.pdf. A copy of the Corporate Governance Guidelines will be provided without charge to any shareholder who requests it in writing.

The Board met eight times during 2007. In 2007, each of our directors attended at least 75% of the total number of meetings of the Board and the Committees on which he or she served.

Current Members of the Board of Directors

The members of the Board on the date of this Proxy Statement, and the Committees of the Board on which they serve, are identified below.

Director	Audit Committee	Compensation and Personnel Committee	Executive Committee	Legal and Public Affairs Committee	Nominating and Corporate Governance Committee
Ramani Ayer			**
Ramon de Oliveira	*		*	*
Trevor Fetter		*	*	*
Edward J. Kelly, III		*	*	*
Paul G. Kirk, Jr.		**	*		*
Thomas M. Marra
Gail J. McGovern	*		*		*
Michael G. Morris		*	*	**
Robert W. Selander	*		*		*
Charles B. Strauss	**		*	*
H. Patrick Swygert		*	*		**

*: Member.
**: Chair.

Committees of the Board

The Board of Directors has standing Audit, Compensation and Personnel, Executive, Legal and Public Affairs, and Nominating and Corporate Governance Committees.

Audit Committee. The functions of the Audit Committee are described on pages 14-15 of this Proxy Statement under the heading "Audit Committee Charter and Report Concerning Financial Matters." The charter of the Audit Committee is available on the Company's website at www.thehartford.com/higfiles/pdf/TheHartfordAuditCommittee.pdf. A copy of the charter will be provided without charge to any shareholder who requests it in writing. The Audit Committee met ten times during 2007.

The Board has determined that all of the members of the Audit Committee are "independent" directors within the meaning of the SEC's regulations, the listing standards of the New York Stock Exchange and the Company's Corporate Governance Guidelines, and that all are "financially literate" within the meaning of the listing standards of the New York Stock Exchange. None of the members of the Committee are current officers or employees of the Company or its affiliates, nor do any of them have any relationship to the Company that might interfere with the exercise of their independence from management and the Company. In addition, the Board has determined that Messrs. de Oliveira,

Selander and Strauss are qualified as "audit committee financial experts" within the meaning of the SEC's regulations.

Compensation and Personnel Committee. The Compensation and Personnel Committee has oversight responsibility with respect to executive compensation and has the direct responsibility to assist the Board in defining an executive total compensation policy, as described in greater detail in the Compensation Discussion and Analysis section, commencing on page 16 of this Proxy Statement. The responsibilities and authority of the Committee are set forth in the charter of the Committee, which was revised in 2007 to (i) expand the scope of the Committee's responsibility for executive compensation to include the Company's Controller, regardless of tier level and (ii) provide that any change to the CEO's compensation opportunity would be subject to review and approval of the independent members of the Board. The charter of the Committee is available on the Company's website at: www.thehartford.com/higfiles/pdf/TheHartfordCompensationCommittee.pdf. A copy of the charter will be provided without charge to any shareholder who requests it in writing.

The Board has determined that all of the members of the Compensation and Personnel Committee are independent directors. The Committee meets as frequently as it determines, but at least twice a year. In 2007, the Committee met seven times. The agenda of each meeting is generally prepared by the Executive Vice President, Human Resources (with input from the Committee chairman and other members of the Committee, as well as the Chief Executive Officer ("CEO")) and circulated to each Committee member prior to the meeting date. The Committee has sole authority to retain and terminate any consulting firms to be used to assist in the evaluation of executive compensation, including sole authority to approve the consulting firm's fees and other retention terms. Since March 2007, Exequity, LLP has provided consulting services to the Committee. Exequity has provided no services to the Company other than consulting services provided to the Committee. Prior to March 2007, Hewitt Associates LLP provided consulting services to the Committee. In addition, the Committee has the sole authority to obtain such advice and assistance from outside accounting, legal or other advisors as the Committee determines to be necessary or advisable in connection with the discharge of its duties and responsibilities, including sole authority to approve the accounting, legal or other advisor's fees and other retention terms. Any accounting, legal or other advisor retained by the Committee may, but need not, be in the case of an outside accountant, the same accounting firm employed by the Company for the purpose of rendering or issuing an audit report on the Company's annual financial statements, or in the case of outside counsel or other advisor, otherwise engaged by the Company for any other purpose. The Committee has the ability to delegate, and has delegated to the Executive Vice President, Human Resources, or her designee, responsibility for the day-to-day operations of the Company's compensation plans and programs, but in all events retains responsibility for compensation actions and decisions with respect to senior executives.

Executive Committee. The Executive Committee considers and monitors the strategic focus of the Company. The Committee also reviews the performance of the Company's CEO and other senior executives, manages the process of CEO succession and reviews certain executive compensation issues with the Compensation and Personnel Committee. In 2007, the Committee met four times.

Legal and Public Affairs Committee. The Legal and Public Affairs Committee reviews and considers major claims and litigation, and legal, regulatory, intellectual property and related governmental policy matters affecting the Company and its subsidiaries. The Committee reviews and approves management policies and programs relating to compliance with legal and regulatory requirements and business ethics. It also reviews and defines the Company's social responsibilities, including philanthropic matters. In 2007, the Committee met three times. The Board has determined that all of the members of the Committee are independent directors.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee makes recommendations as to the organization, size and composition of the Board and the

Committees thereof, identifies individuals qualified to become members of the Board, proposes nominees for election to the Board and the Committees thereof, and considers the qualifications, compensation and retirement of directors. The Committee also reviews and makes recommendations to the Board regarding the Company's corporate governance guidelines. The Committee will consider nominations of persons for election as directors that are submitted by shareholders in writing in accordance with certain requirements set forth in the Company's by-laws. The charter of the Committee is available on the Company's website at: www.thehartford.com/higfiles/pdf/TheHartfordNominatingCommittee.pdf. A copy of the charter will be provided without charge to any shareholder who requests it in writing. The Committee met three times during 2007. The Board has determined that all of the members of the Committee are independent directors.

Director Independence

Pursuant to the Company's Corporate Governance Guidelines, the Board undertook its annual review of director independence in February 2008. During this review, the Board considered any transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates. The Board also examined any transactions and relationships between directors or their affiliates and members of the Company's senior management or their affiliates. The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.

As a result of this review, the Board affirmatively determined that the following members of the Board are independent of the Company and its management in accordance with the requirements of the listing standards of the New York Stock Exchange and the standards set forth in the Corporate Governance Guidelines: Ramon de Oliveira, Trevor Fetter, Edward J. Kelly, III, Paul G. Kirk, Jr., Gail J. McGovern, Michael G. Morris, Robert W. Selander, Charles B. Strauss and H. Patrick Swygert. The Company's director independence standards are contained in the Company's Corporate Governance Guidelines, which are available on the Company's website at www.thehartford.com/higfiles/pdf/TheHartfordGovGuidelines.pdf and in print to any shareholder who requests them.

In 2003, the Board created the position of presiding director, whose primary responsibility is to preside over the executive sessions of the Board in which management directors and other members of management do not participate. Pursuant to the Corporate Governance Guidelines, the non-management members of the Board meet regularly (at least four times a year) in executive session. The non-management directors of the Board annually select a non-management director to serve as presiding director. Since May 17, 2006, Paul G. Kirk, Chairman of the Compensation and Personnel Committee, has held the position of presiding director. Mr. Kirk will serve as presiding director until May 21, 2008, the date of the Annual Meeting, at which time his replacement will be designated by the non-management directors. In 2007, the non-management directors met four times in executive session.

Selection of Nominees for Election to the Board

The Nominating and Corporate Governance Committee considers potential nominees for Board membership suggested by its members and other Board members, as well as by members of management and shareholders. In addition, the Company, at the request of the Nominating and Corporate Governance Committee, has retained an outside search firm to identify prospective Board nominees.

The Nominating and Corporate Governance Committee evaluates prospective nominees against the standards and qualifications set out in the Company's Corporate Governance Guidelines as well as other relevant factors as it deems appropriate, including: the relevance of the prospective nominee's experience to the business and objectives of the Company; the current composition of the Board; the prospective nominee's potential contribution to the diversity of the Board; the prospective nominee's

independence from conflicts of interest and from actual or potential economic relationships with the Company; the need for financial and accounting expertise; and the prospective nominee's availability to attend regularly scheduled Board meetings and to devote appropriate amounts of time to preparation for such meetings. The Nominating and Corporate Governance Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders in accordance with the procedures set forth in the Company's by-laws. A shareholder who wishes to recommend a prospective nominee for the Board should provide notice to the Company's Corporate Secretary either by personal delivery or by pre-paid United States mail, which sets forth: the nominating shareholder's name and address; the name and address of the proposed nominee; a representation that the nominating shareholder is a holder of record of stock of the Company entitled to vote at the next annual meeting of shareholders; a representation that the nominating shareholder intends to appear in person or by proxy at the next annual meeting of shareholders to nominate the nominee; a description of any arrangements or understandings between the nominating shareholder and the nominee and any other person involved in the nomination process; such other information regarding the nominee as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had such nominee been nominated by the Board; the consent of the nominee to serve as a director of the Company if so elected; and a representation as to whether the nominating shareholder intends to solicit proxies in support of the nominee. If any materials are provided by a shareholder in connection with the nomination of a director candidate, the materials will be forwarded to the Nominating and Corporate Governance Committee. These materials must be received by the Company's Corporate Secretary not later than 90 days in advance of the anniversary date of the immediately preceding annual meeting.

Code of Ethics and Business Conduct

The Company has adopted a Code of Ethics and Business Conduct, which is applicable to all employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer, and which is available on the Company's website at: www.thehartford.com/higfiles/pdf/TheHartfordCodeofEthics.pdf. In addition, the Company has adopted a Code of Ethics and Business Conduct for Members of the Board of Directors, which is available on the Company's website at: www.thehartford.com/higfiles/pdf/TheHartfordCodeofEthicsBOD.pdf. Copies of each of the codes will be provided without charge to any shareholder who requests them in writing.

Board Attendance at Shareholder Meetings

The Company encourages its directors to attend the Annual Meeting of Shareholders. All of the Company's then current directors attended the Annual Meeting of Shareholders held on May 16, 2007.

Certain Relationships and Related Transactions

The Board has adopted a Policy for the Review, Approval or Ratification of Transactions with Related Persons. Pursuant to this Policy, the Company's directors and Section 16 executive officers must promptly disclose any actual or potential material conflict of interest to the Chairman of the Nominating and Corporate Governance Committee and the Chairman of the Board for evaluation and appropriate resolution. If the transaction involves a Section 16 executive officer or an immediate family member of a Section 16 executive officer, the matter must also be disclosed to the Company's General Auditor or Director of Compliance for evaluation and appropriate resolution.

Shareholder Communications with the Board

Anyone interested in communicating directly with the Board's non-management directors, or anyone desiring to raise a complaint or concern regarding accounting issues or other compliance matters directly with the Audit Committee of the Board, may do so by any of the following means: by telephone at 1-866-737-6812 (in the U.S. and Canada) and 1-866-737-6850 (in all other countries), via the internet at www.ethicspoint.com or through written correspondence sent to The Hartford, c/o EthicsPoint, P.O. Box 230369, Portland, Oregon 97281-0369.

The above-listed resources are operated by EthicsPoint, an external vendor that employs trained professionals to take calls, in confidence, and to report concerns to the appropriate persons for proper handling.

AUDIT COMMITTEE CHARTER AND REPORT CONCERNING FINANCIAL MATTERS

Audit Committee Charter

The Audit Committee reports to the Board of Directors. Its primary function is to assist the Board in monitoring (i) the integrity of the financial statements and financial disclosures of the Company, (ii) the independent auditor's qualifications and independence, (iii) the performance of the Company's internal audit function and independent auditor, and (iv) the compliance by the Company with legal and regulatory requirements and internal compliance policies and procedures. The Committee operates under a charter approved by the Board in December 2004, which is available on our website at: www.thehartford.com/higfiles/pdf/TheHartfordAuditCommittee.pdf. The charter specifies, among other things, the structure and membership requirements of the Committee, as well as the relationship of the Committee to the Company's independent auditor, the internal audit department, and management of the Company. A copy of the charter will be provided without charge to any shareholder who requests it in writing.

Report of the Audit Committee

The Audit Committee, in its oversight role over (i) the Company's financial accounting and reporting process, (ii) the Company's system of internal controls established by management and (iii) the internal and external audit processes, has met with Company management, the independent auditor and the internal auditor of the Company. Discussions about the Company's audited financial statements for the year ended December 31, 2007 and internal control over financial reporting at December 31, 2007 included the independent auditor's judgments about both the quality and the acceptability of the Company's accounting principles and underlying estimates used in those financial statements, as well as other matters, as required by auditing standards of the Public Company Accounting Oversight Board, SEC Rule 2-07 of Regulation S-X, Statement on Auditing Standards No. 61, Communication with Audit Committees ("SAS 61"), as amended by SAS No. 89, Audit Adjustments ("SAS 89"), and SAS No. 90, Audit Committee Communications ("SAS 90"), and by the Audit Committee charter.

In conjunction with the specific activities performed by the Audit Committee in its oversight role, it has issued the following report as of February 20, 2008:

(1)

The Audit Committee has reviewed and discussed the audited financial statements as of and for the year ended December 31, 2007 with management of the Company.

(2)

The Audit Committee has discussed with the independent auditor the matters required to be discussed by SAS 61, SAS 89 and SAS 90.

(3)

The Audit Committee has discussed with the auditor the independent auditor's independence from the Company, and the Audit Committee has received from the independent auditor, as required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees:

(i): a written disclosure, indicating all relationships, if any, between the independent auditor and its related entities and the Company and its related entities which, in the auditor's professional judgment, reasonably may be thought to bear on the auditor's independence, and
(ii): a letter from the independent auditor confirming that, in its professional judgment, it is independent of the Company within the meaning of the securities acts administered by the Securities and Exchange Commission.

Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board of Directors that the audited financial statements should be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2007 for filing with the SEC.

The Audit Committee:

Charles B. Strauss, Chairman
Ramon de Oliveira
Gail J. McGovern
Robert W. Selander

Fees to Independent Auditor for Years Ended December 31, 2007 and 2006

The following table presents fees for professional services rendered by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the "Deloitte Entities") for the audit of the Company's annual financial statements, audit-related services, tax services and all other services for the years ended December 31, 2007 and 2006.

	Year Ended December 31, 2007		Year Ended December 31, 2006
(1) Audit fees	$	17,013,503	$	16,144,669
(2) Audit-related fees(a)		1,241,735		1,179,013
(3) Tax fees(b)		123,193		145,634
(4) All other fees(c)		42,972		85,251

(a): Fees for the year ended December 31, 2006 and 2007 principally consisted of internal control reviews, employee benefit plan audits, and an audit associated with a disposition.
(b): Fees for the year ended December 31, 2006 and 2007 principally consisted of tax compliance services and tax examination assistance.
(c): Fees for the year ended December 31, 2007 consisted of a benchmarking survey and an application to the Financial Services Authority in the United Kingdom. Fees for the year ended December 31, 2006 consisted of a project related to the analysis of risk-based capital.

The Audit Committee concluded that the provision of the non-audit services provided to the Company by the Deloitte Entities during 2006 and 2007 was compatible with maintaining the Deloitte Entities' independence.

The Audit Committee has established policies requiring its pre-approval of audit and non-audit services provided by the independent auditor. The policies require that the Committee pre-approve specifically described audit and audit-related services, annually. For the annual pre-approval, the Committee approves categories of audit services and audit-related services, and related fee budgets. For all pre-approvals, the Audit Committee considers whether such services are consistent with the rules of the Securities and Exchange Commission and the Public Company Accounting Oversight Board on auditor independence. The independent auditor and management report to the Audit Committee on a timely basis regarding the services rendered by and actual fees paid to the independent auditor to ensure that such services are within the limits approved by the Committee. The Audit Committee's policies require specific pre-approval of all tax services, internal control-related services and all other permitted services on an individual project basis. As provided by the Committee's policies, the Committee has delegated to its Chairman the authority to address any requests for pre-approval of services between Committee meetings, up to a maximum of $100,000. The Chairman must report any pre-approvals to the full Committee at its next scheduled meeting.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis sets forth the Company's compensation policies, programs and practices for Ramani Ayer, the Company's Chairman and Chief Executive Officer, the other executive officers ("Named Executive Officers") listed on the Summary Compensation Table on page 33, and the Company's other senior executive officers (collectively, the "Senior Executives"). Eligibility for certain compensation and perquisite programs is limited to "Tier 1" and "Tier 2" employees within the Company's compensation structure. The Company's Chairman and Chief Executive Officer, President and Chief Operating Officer, and five of their senior executive officer direct reports are considered "Tier 1" employees within this structure. "Tier 2" employees generally comprise the senior executive direct reports of the Tier 1 executive officers. All compensation actions for the Company's Senior Executives (each of whom is either a Tier 1 or Tier 2 employee) are authorized by the Compensation and Personnel Committee of the Company's Board of Directors (the "Compensation Committee"). The programs and policies described in this report generally apply to all Senior Executives, unless otherwise indicated.

Objectives of the Compensation Program

The Company's compensation program for Senior Executives is carefully constructed to comply with the following objectives.

Pay for Performance

The Company's annual incentive compensation and long-term incentive compensation programs provide compensation that is linked directly to the performance of either the Company's stock price or to corporate, divisional or individual business objectives approved by the Compensation Committee. Compensatory awards that are tied to performance are commonly referred to as variable compensation. The percentage of a Senior Executive's total compensation comprised of variable compensation increases with the level of the individual's responsibility, because these executives (relative to less senior executives) have a greater ability to impact the Company's financial performance through their individual decisions and actions. As a result, at target levels of performance achievement, the annual incentive compensation represents between 20% and 37% of a Senior Executive's total compensation opportunity, and long-term compensation represents (based on the grant date values of awards) between 27% and 67% of a Senior Executive's total compensation opportunity. The apportionment between annual incentive compensation and long-term compensation is not applied rigidly; the Compensation Committee assesses each executive's total pay opportunities and whether incentives sufficient to accomplish the Company's compensation objectives have been achieved.

External Market Competitiveness

The target total compensation opportunity for each Senior Executive includes a base salary, annual incentives and long-term incentives. In determining compensation levels for each Senior Executive, the Compensation Committee focuses its review primarily on total compensation opportunities, rather than attempting to target a market level of compensation for each component of a compensation package. Consistent with the Company's pay-for-performance philosophy, a Senior Executive's total compensation opportunity is closely tied to his or her performance, providing the opportunity for above-market total compensation for superior performance. Therefore, while overall compensation expense for the Senior Executives as a group is targeted at median market levels, an individual Senior Executive's total compensation opportunity may be targeted above or below market compensation levels, depending on that executive's individual performance, future potential, scope of responsibilities, and experience. The Company has made a concerted effort over the last several years to attract and

develop top management talent in its senior-most executive ranks. As a result, the overall compensation expense for the Senior Executives as a group for 2007 was between median and seventy-fifth percentile market compensation levels.

In assessing total compensation levels relative to compensation rates at organizations with which the Company competes for senior management talent, the Company participates in a number of compensation surveys and consults multiple survey sources whenever possible. For the Company's Chairman and CEO, President and COO, and Senior Executives leading the Company's Finance, Legal, Information Technology and Human Resources operations ("Corporate Senior Executives"), the competitive market generally includes other leading insurance and financial services companies. However, general practices at large public companies outside of the insurance and financial services industry are also considered when reviewing compensation for certain Corporate Senior Executives whose functional responsibilities are not specific to the Company's industry. Messrs. Ayer, Marra, and Johnson, three of the Company's Named Executive Officers, are all Corporate Senior Executives. The primary survey used in the development of compensation market data for Corporate Senior Executives is the Hewitt Associates Total Compensation Measurement survey. For Senior Executives leading business line functions ("Line of Business Senior Executives"), the Company sets compensation in line with practices that are common at other leading insurance carriers, as well as at other financial institutions that offer competing insurance and financial products. Messrs. Wolin and Walters, two of the Company's Named Executive Officers, are Line of Business Senior Executives. Mr. Zwiener, who served as the President and Chief Operating Officer of the Company's Property & Casualty operations until June 11, 2007, was also a Line of Business Senior Executive. The Property and Casualty Insurance Compensation Survey conducted by Mercer Human Resources Consulting, Inc. and the Diversified Insurance Study conducted by Towers Perrin HR Services, respectively, are the primary survey sources used for the Line of Business Senior Executives in the Company's Property & Casualty operations and Life Company operations. For Senior Executives in the Company's investment management operations (HIMCO), the McLagan Investment Professional Survey, which includes data on investment professionals in both the insurance industry and investment management firms, is used in the development of competitive market data. Because the Company must compete with other large public companies for executive talent, and must attract and retain critical executive talent with industry-specific skills and experience, management believes that these surveys are appropriate for establishing competitive market compensation levels for these executives.

Each of these surveys is conducted by independent, third party organizations. As a result of the compensation survey process, the companies comprising the competitive peer groups for purposes of developing compensation market data are restricted to those companies participating in the surveys. In addition, as participation in these surveys is voluntary, these competitive peer groups may change slightly year to year as participant rosters change. For Senior Executives in HIMCO, the competitive peer group is comprised of 51 insurance industry and 144 investment management firms included in the McLagan Investment Professional Survey. For the Senior Executives in the Corporate, Property and

Casualty, and Life operations, the companies comprising the competitive peer groups for the purposes of establishing 2007 market compensation levels are provided in the following table:


Corporate	P & C	Life

Aetna Inc.	ACE Insurance North American	AEGON USA
American Express Company	The Allstate Corporation	The Allstate Corporation
American International Group, Inc.	American International Group, Inc.	American International Group, Inc.
CIGNA Corporation	The Chubb Corporation	AXA Financial
Citigroup, Inc.	CNA Financial Corporation	ING
The Chubb Corporation	Farmers Insurance Group	John Hancock Financial Services
CNA Financial Corporation	GEICO	Lincoln National Corporation
Fidelity Investments	Liberty Mutual Insurance Company	Massachusetts Mutual Life Insurance Company
ING	Nationwide Financial Services, Inc.	Metropolitan Life Insurance Company
Liberty Mutual Insurance Company	The Travelers Companies, Inc.	Nationwide Financial Services, Inc.
Massachusetts Mutual Life Insurance Company	State Farm Insurance Company	New York Life Insurance Company
Metropolitan Life Insurance Company	USAA	Northwestern Mutual
Nationwide Financial Services, Inc.	Zurich North America	Pacific Life
New York Life Insurance Company		Principal Financial Group Inc.
Protective Life Corporation		Prudential Financial, Inc.
SAFECO Corporation		TIAA-CREF

These three sets of companies differ from the set of companies that comprise the S&P Insurance Composite Index, which is used as the index of peer insurance companies in the performance graph and tables contained in the Company's 2007 annual report to shareholders. The S&P Insurance Composite is an independently constructed index of publicly traded insurance companies, which is an appropriate benchmark against which to assess Company performance with respect to total returns to shareholders. However, the S&P Insurance Composite Index does not fully reflect the pool of companies with which the Company competes for senior management talent, particularly for executives in Corporate positions whose functional responsibilities are not specific to the insurance and financial services industry. The peer companies used to assess compensation levels therefore include companies outside of the insurance industry where the Company actively recruits for senior executive talent. In addition, peer companies used to assess compensation levels include mutual companies and privately held companies not in the S&P Insurance Composite Index.

Shareholder Value Creation

The long-term incentive program is designed to promote share ownership among Senior Executives, further aligning the interests of Senior Executives with those of shareholders, thereby promoting shareholder value. Accordingly, the Company's long-term incentive compensation is generally designed to be paid in equity, while base salary and annual incentive opportunities are designed to be paid in cash.

2007 Compensation Actions for the Company's Named Executive Officers

The Compensation Committee's decisions with respect to (i) changes to the target total compensation opportunity and (ii) amounts payable under the annual incentive opportunity for the Company's Named Executive Officers in 2007 are described below followed by an overview of the compensation components comprising an executive's compensation opportunity under the Company's programs.

Target Total Compensation Opportunity

In February 2007 the Compensation Committee reviewed management's recommended changes to the target total compensation opportunity for the Company's Senior Executives, excluding the Chairman and CEO. In determining the appropriate compensation actions for these executives for 2007, the Committee reviewed competitive compensation market data, detailed compensation history for each executive, management's rationale for any proposed changes and summary reports on the overall increases recommended for this executive group. Base salary changes, if any, for these executives were effective February 1, 2007. Changes to the annual incentive target were applicable for the Company's 2007 performance year. Amounts payable under the annual incentive program were paid in March 2008. The long-term incentive targets approved at this annual review established the grant date values for the awards made to Senior Executives on February 27, 2007.

In developing the compensation recommendation for the Chairman and CEO, the Compensation Committee was supported by its compensation consultant. The compensation consultant provided its independently conducted analyses to the Compensation Committee to assist in its assessment of Mr. Ayer's compensation opportunity. The review and approval of the compensation recommendation for Mr. Ayer occurred in executive session following the meetings at which the Compensation Committee reviewed the compensation recommendations for the Company's other Senior Executives. Management was not present at these sessions and had no input into these deliberations. In 2007, the Compensation and Personnel Committee charter was modified to provide that any change to the CEO's compensation opportunity would be subject to review and approval of the independent members of the Board.

On June 11, 2007, the Company enacted a number of changes in its executive management team. These changes included the appointment of Mr. Marra as President and Chief Operating Officer of the Company, Mr. Wolin as President and Chief Operating Officer, Property & Casualty Operations, and Mr. Walters as Co-Chief Operating Officer, Life Operations. As a result of these changes, the Compensation Committee approved modifications to the 2007 target total compensation opportunities for four Named Executive Officers: Mr. Marra, Mr. Wolin, Mr. Walters and Mr. Johnson.

The table below compares the target total compensation opportunity for the Company's Named Executive Officers in 2007 with the prior year. The information in this table relates solely to target compensation opportunities. The target amounts in this table differ from actual amounts earned under the Company's variable compensation opportunities, which are reflected in the Summary Compensation

Table. This table is not a substitute for the information disclosed in the Summary Compensation Table and related footnotes, which begins on page 33.

Name	Fiscal Year	Target Total Compensation Opportunity		Base Salary	Annual Incentive Target*	Long-term Incentive Target**


Ramani Ayer Chairman and Chief Executive Officer	2007 2006 % Change	$ $	9,000,000 9,000,000 0.0%	1,150,000 1,150,000 0.0%	1,850,000 1,850,000 0.0%	6,000,000 6,000,000 0.0%

Thomas Marra President and Chief Operating Officer, The Hartford	2007 2006 % Change	$ $	6,300,000 5,350,000 17.8%	990,000 990,000 0.0%	1,510,000 1,200,000 25.8%	3,800,000 3,160,000 20.3%

Neal Wolin President and Chief Operating Officer, Property & Casualty	2007 2006 % Change	$ $	4,300,000 2,770,000 55.2%	800,000 700,000 14.3%	1,000,000 770,000 29.9%	2,500,000 1,300,000 92.3%

David Johnson Executive Vice President and Chief Financial Officer	2007 2006 % Change	$ $	3,775,000 3,120,000 21.0%	711,000 700,000 1.6%	782,000 770,000 1.6%	2,282,000 1,650,000 38.3%

John Walters Co-Chief Operating Officer, Hartford Life	2007 2006 % Change	$ $	3,300,000 2,770,000 19.1%	700,000 700,000 0.0%	875,000 770,000 13.6%	1,725,000 1,300,000 32.7%

David Zwiener Executive Vice President	2007 2006 % Change	$ $	5,540,000 5,350,000 3.6%	990,000 990,000 0.0%	1,250,000 1,200,000 4.2%	3,300,000 3,160,000 4.4%

*: Actual annual incentive payouts under the plan will vary between 0% and 200% of the target annual incentive payment levels depending on performance relative to the established objectives. To reward extraordinary performance, the Committee may in its sole discretion authorize annual incentive payouts of up to 300% of the target annual incentive payment level.
**: Actual long-term incentive payouts under the plan will depend on Company stock price performance. With respect to Performance Share awards, the number of shares to be awarded at the end of the performance period will vary between 0% and 200% of the target number of Performance Shares granted, depending on performance relative to established objectives.

Mr. Ayer

Prior to the Compensation Committee's deliberations on compensation actions for the Company's Senior Executives for 2007, Mr. Ayer had communicated to the Committee his desire that his compensation opportunity remain unchanged. Further, the analyses provided by the Compensation Committee's consultant indicated that Mr. Ayer's existing compensation opportunity was consistent with that afforded executives serving as Chief Executive Officer at peer companies. At its February 2007 meeting, the Compensation Committee determined that no change should be made to Mr. Ayer's 2007 target total compensation opportunity. The Committee reviewed Mr. Ayer's compensation opportunity relative to that of the Company's other Named Executive Officers. The Compensation Committee determined that, given the scope of his responsibilities as Chairman and Chief Executive Officer, Mr. Ayer should continue to be afforded a significantly higher compensation opportunity than that afforded the other Named Executive Officers.

Mr. Marra

At its February 2007 meeting, the Compensation Committee approved a 3.6% increase in target total compensation opportunity for Mr. Marra. Based on a review of market compensation levels, internal pay equity considerations and executive performance, the Committee determined that an increase that was generally consistent with the Company's overall compensation increase budget for 2007 was appropriate. To reinforce the Company's pay-for-performance philosophy, the increase was reflected in Mr. Marra's variable compensation opportunity, with an increase to his annual incentive target to $1,250,000 and an increase to his long-term incentive target to $3,300,000.

Effective June 11, 2007, coincident with Mr. Marra's appointment as President and Chief Operating Officer of the Company, the Compensation Committee approved additional increases to his target compensation opportunity. The Committee determined that the significant changes to Mr. Marra's responsibilities warranted these increases to his variable compensation opportunity, with an increase to his annual incentive target to $1,510,000 and an increase to his long-term incentive target to $3,800,000. Further, the Committee determined that these changes appropriately positioned Mr. Marra's total compensation opportunity between the opportunities afforded the Company's Chairman and Chief Executive Officer and the Company's other senior operating leaders. This modified annual incentive target was used in the calculation of the appropriate 2007 annual incentive award payable to Mr. Marra, as described below. A long-term incentive award valued at $500,000, the incremental increase in his 2007 long-term incentive target, was granted to Mr. Marra on July 30, 2007.

Mr. Wolin

At its February 2007 meeting, the Compensation Committee approved a 5.6% increase in target total compensation opportunity for Mr. Wolin, in recognition of his performance as General Counsel (the position Mr. Wolin served in until June 11, 2007). The Committee also considered Mr. Wolin's responsibilities as leader of the Company's Corporate Relations function and profit-and-loss responsibility for the businesses comprising the Other Operations segment in the Company's Property & Casualty Operations in approving this change to his compensation opportunity. The approved changes to Mr. Wolin's compensation plan emphasized the long-term incentive opportunity, with an increase in base salary to $711,000, an increase to his annual incentive target to $782,000 and an increase to his long-term incentive target to $1,432,000.

Effective June 11, 2007, coincident with Mr. Wolin's appointment as President and Chief Operating Officer, Property & Casualty Operations, the Compensation Committee approved additional increases to his target compensation opportunity. The Committee determined that the significant changes to Mr. Wolin's responsibilities warranted these increases to his compensation opportunity, with increases to his base pay to $800,000, his annual incentive target to $1,000,000 and his long-term incentive target to $2,500,000. The Committee reviewed both the market compensation levels for the position and the target total compensation opportunity afforded the former incumbent in that role and determined that these changes appropriately positioned Mr. Wolin's compensation relative to these benchmarks. This modified annual incentive target was used in the calculation of the appropriate 2007 annual incentive award payable to Mr. Wolin, as described below. A long-term incentive award valued at $1,068,000, the incremental increase in his 2007 long-term incentive target, was granted to Mr. Wolin on July 30, 2007.

Mr. Johnson

The Compensation Committee approved a 5.0% increase in target total compensation opportunity for Mr. Johnson at its February 2007 meeting, in recognition of his performance as Chief Financial Officer. The Committee considered a compensation increase slightly greater than the Company's overall compensation increase budget was warranted to appropriately position Mr. Johnson's

compensation relative to market compensation levels for the position. The Committee also considered Mr. Johnson's responsibilities as leader of the Corporate Information Technology function in approving this change to his compensation opportunity. The approved changes emphasized the long-term incentive compensation opportunity, with an increase in his base salary to $711,000, an increase to his annual incentive target to $782,000 and an increase to his long-term incentive target to $1,782,000. The approved changes also equalized the cash compensation opportunity for Mr. Johnson and Mr. Wolin. Following the executive management changes enacted in June 2007, the Committee reviewed the 2007 compensation opportunities for selected Senior Executives in order to ensure that the compensation actions approved for those executives whose responsibilities were significantly changed did not adversely impact the internal pay equity among the Company's Tier 1 executives. As a result of that review, the Committee determined to increase the long-term incentive opportunity for Mr. Johnson to $2,282,000. A long-term incentive award valued at $500,000, the incremental increase in his 2007 long-term incentive target, was granted to Mr. Johnson on July 30, 2007.

Mr. Walters

Mr. Walters is a Tier 2 executive officer. The Compensation Committee normally reviews and approves the compensation recommendations for the Company's Tier 2 executives at its December meeting. At its December 2006 meeting, the Compensation Committee approved a 6.7% increase in target total compensation opportunity for Mr. Walters, in recognition of his performance as President, U.S. Wealth Management, within the Company's Life Operations. This increase positioned Mr. Walters's compensation opportunity just below the 75^th percentile of competitive market compensation levels. The Committee determined that such a compensation opportunity was appropriate for Mr. Walters given U.S. Wealth Management's leadership position in key markets. Also, the resulting compensation package appropriately positioned Mr. Walters's compensation opportunity relative to the Company's Tier 2 business leaders. Consistent with the Company's pay-for-performance philosophy, the increases were to Mr. Walters's variable compensation opportunity, with an increase to his annual incentive target to $875,000 and an increase to his long-term incentive target to $1,380,000.

Effective June 11, 2007, coincident with Mr. Walters's appointment as Co-Chief Operating Officer, Life Operations, the Compensation Committee approved a 25% increase to his long-term compensation opportunity to $1,725,000. The Committee determined that the increases to Mr. Walters's responsibilities warranted this change and that, by making the change fully to his long-term incentive opportunity, the resulting compensation package would enhance the Company's ability to retain this key executive. A long-term incentive award valued at $345,000, the incremental increase in his 2007 long-term incentive target, was granted to Mr. Walters on July 30, 2007.

At its July 2007 meeting, the Committee approved a positive discretionary adjustment to the 2007 annual incentive award otherwise payable to Mr. Walters should he meet or exceed established performance objectives in his new role as Co-Chief Operating Officer, Life Operations. The performance objectives for this incentive opportunity were to (i) enhance internal and external leadership visibility, (ii) develop the Hartford Life corporate functions, (iii) promote talent development and succession planning, and (iv) support of business growth initiatives. The maximum amount of this discretionary adjustment was established at $150,000.

Mr. Zwiener

At its February 2007 meeting, the Compensation Committee approved a 3.6% increase in target total compensation opportunity for Mr. Zwiener, with the identical changes to his annual incentive target and long-term incentive target as were approved for Mr. Marra, the Company's other key operating leader on that date. The Company and Mr. Zwiener determined to enter into a mutually agreed separation agreement on June 11, 2007 and his active employment with the Company ended on August 31, 2007. Mr. Zwiener's employment agreement provided for the payment of (i) a pro rata

target bonus, (ii) a severance payment equal to two times the sum of base salary and target bonus, and (iii) a "Vested Benefits Enhancement" equal to the present value of the additional retirement benefits that he would have earned had he remained active for an additional two years of service. On September 6, 2007, the Company paid Mr. Zwiener the amount of $11,518,569 pursuant to this agreement. Mr. Zwiener's employment agreement also provided for the vesting on his separation date of his outstanding restricted stock award and the stock option awards granted to him in 2005 and 2006. With respect to these stock option awards and any other vested stock option awards outstanding, the awards will remain exercisable for a period of two years and four months from his separation date. Also in connection with Mr. Zwiener's separation, the Compensation Committee approved pro rata vesting for the performance share award and restricted stock unit award granted to him in 2005 that would have vested on December 31, 2007 and February 17, 2008 respectively had Mr. Zwiener remained actively employed by the Company. The pro rata calculation was based on the portion of the performance period with respect to the performance share award or restriction period with respect to the restricted stock unit award during which Mr. Zwiener was actively employed by the Company.

2007 Annual Incentive Awards

In its evaluation of appropriate annual incentive amounts payable to the Company's Senior Executives, the Compensation Committee reviewed performance relative to financial and leadership objectives established at the beginning of the performance period. Performance relative to financial and leadership objectives determine 70% and 30%, respectively, of the annual incentive award calculation. In assessing financial performance, the Compensation Committee considered three separate analyses of performance. First, the Committee reviewed Company performance against pre-established financial targets. Second, the Committee reviewed an analysis of the Company's one-, three-, five- and ten-year financial performance relative to the Standard & Poor's 500 Composite Stock Price Index and the Standard & Poor's Insurance Composite peer group index. Finally, the Committee assessed the business environment in which the Company operated. Specifically, the Compensation Committee evaluated whether and to what extent the assumptions in the Company's operating plans were consistent with actual business conditions during the performance year. The Compensation Committee retains full discretion over any annual incentive amounts paid to the Company's Senior Executives (subject to the maximum annual incentive payment level) and may exercise such discretion based on its review of these performance analyses.

A key consideration in the Compensation Committee's goal setting process is that achievement of the financial objectives in the annual incentive plan is expected to enhance the Company's value. Consequently, the financial goals in the Senior Executive annual incentive plans are based on the Company's operating plan for the applicable fiscal year. Fully-diluted Adjusted Core Earnings per share (EPS) and return on equity (ROE) were the 2007 financial performance measures for the Company. Adjusted core EPS and ROE are performance measures that management believes are highly correlated with shareholder value creation and are, therefore, appropriate measures to employ in the Company's annual incentive program.

The Compensation Committee has approved an Adjusted Core Earnings definition that is intended to minimize or eliminate the effect—either favorable or unfavorable—of certain items. The adjustments pursuant to the definition are intended to ensure that award payments represent the results achieved in the underlying business and are not unduly inflated or deflated due to the effect of items that do not

directly reflect Company or management performance. The definition of Adjusted Core Earnings for 2007 incentive compensation purposes is provided below:

GAAP Net Income,

Adjusted for After-tax:

1.: Net realized capital gains and/or losses, except for those net realized capital gains and/or losses resulting from net periodic settlements on credit derivatives and net periodic settlements on fixed annuity cross-currency swaps (these included net realized capital gains and/or losses are directly related to offsetting items included in the income statement, such as net investment income);
2.: Income/losses associated with the cumulative effect of accounting changes, and accounting extraordinary items;
3.: The impact of the unlock of estimated gross profits (DAC Unlock);
4.: Total catastrophe losses (including reinstatement premiums, state catastrophe fund assessments and terrorism losses) that are above 130% or below 70% of budgeted catastrophe losses;
5.: The estimated earnings gained or lost associated with the S&P 500 index weighted average daily value during the performance period being above 105% or below 95% of the level budgeted in the Plan. For purposes of any adjustments pursuant to this section, earnings will be reduced/increased by $4.75 million for each percentage point the S&P 500 index weighted average daily value is above/below the Plan level;
6.: Entire amount (or such percentage of the loss as determined by the Compensation Committee) of any other individual non-catastrophe loss associated with any unusual or non-recurring item, including but not limited to reserve development, litigation and regulatory settlement charges and restructuring charges;
7.: Prior year non-recurring tax benefits or charges; and
8.: Income/loss associated with the allocations resulting from the liability sharing agreement with ITT, ITT Industries and Starwood (formerly ITT Sheraton) as a result of the spin-off.

The Compensation Committee reviewed and approved the calculation of Adjusted Core Earnings for 2007 incentive compensation purposes at its February 21, 2008 meeting. The corporate performance targets and Adjusted Core Earnings results disclosed below are for compensation purposes only. They are not intended to provide guidance on the Company's future performance. These performance targets should not be relied upon as predictive of the Company's future performance.

For Corporate Senior Executives, the 2007 annual incentive plan target Adjusted Core Earnings was $9.50 and the target for return on equity was 15.5%, while 2007 actual Adjusted Core Earnings for annual incentive compensation purposes was $10.29 and return on equity was 17.0%. For Line of Business Senior Executives in the Company's Life Operations, the 2007 annual incentive plan target Adjusted Core Earnings was $1.71 billion and the target for return on equity was 19.0%, while 2007 actual Adjusted Core Earnings for annual incentive compensation purposes was $1.80 billion and return on equity was 19.3%. For Line of Business Senior Executives in the Company's Ongoing Property and Casualty Operations, which excludes results reported in the Other Operations segment in the Company's financial statements, the 2007 annual incentive plan target for Adjusted Core Earnings was $1.34 billion and the target for return on equity was 19.6%, while 2007 actual Adjusted Core Earnings for annual incentive compensation purposes was $1.57 billion and return on equity was 22.8%. Under the terms of the annual incentive plan, the Chairman and Chief Executive Officer may recommend to the Compensation Committee adjustments to the calculated financial results. For purposes of assessing the 2007 Corporate financial performance, the Chairman and Chief Executive Officer recommended, and the Compensation Committee approved, a reduction of approximately 14 percentage points to the

results calculated in accordance with the definition of Adjusted Core Earnings for 2007 incentive compensation purposes. This adjustment was proposed to provide for more appropriate alignment among the calculated financial results for the Corporate Senior Executives and the Line of Business Senior Executives. Corporate financial performance comprised 70% of the 2007 annual incentive calculation for Messrs. Ayer and Johnson and 45% for Messrs. Marra and Wolin.

Leadership objectives for the Company's Named Executive Officers generally included items with respect to strategic direction setting, succession and talent development, and personal development. The objectives for each executive were selected based on the specific business challenges and critical strategic issues expected to be faced during the performance year. The Compensation Committee conducted its annual evaluation of Senior Executive performance relative to leadership objectives at its February 21, 2008 meeting.

Mr. Ayer

In assessing the 2007 annual incentive award payable to Mr. Ayer, the Compensation Committee was supported by its compensation consultant. The 2007 annual incentive award recommendation for Mr. Ayer was developed in executive session without management present. Management had no input into the Committee's deliberations. The Committee's consultant provided materials to assist the Committee in its consideration of a bonus award recommendation for Mr. Ayer, including data on market competitive annual incentive compensation for Chief Executive Officers. The Committee considered that Corporate financial performance, comprising 70% of Mr. Ayer's incentive calculation, was well in excess of the established target levels of performance. The Committee also considered Mr. Ayer's strong performance relative to the 2007 leadership objectives established for him under the plan. In addition, the Committee assessed the appropriate incentive award amount for Mr. Ayer relative to the 2007 annual award amounts approved for the Company's other Tier 1 executives. As a result, the Committee determined that an appropriate 2007 annual incentive award for Mr. Ayer would be $3,250,000, or 176% of his target incentive opportunity of $1,850,000. The Committee reviewed its 2007 annual incentive award recommendation with the independent members of the Board in executive session at the February 2008 meeting and the incentive award payable to Mr. Ayer was approved.

Mr. Marra

Mr. Marra was appointed as President and Chief Operating Officer of the Company on June 11, 2007. The Committee approved modifications to Mr. Marra's 2007 financial and leadership objectives at its July 19, 2007 meeting. The modifications were intended to ensure that Mr. Marra's 2007 annual incentive award calculation would reflect his performance as President and Chief Operating Officer, Life Operations, and as President and Chief Operating Officer of the Company, as he served in each role for approximately one-half of the performance year. The adjusted 2007 annual incentive award performance objectives and weightings for Mr. Marra were as follows: 45%, The Hartford financial performance; 25%, Life operations financial performance; and 30%, individual leadership objectives.

In assessing the 2007 annual incentive award payable to Mr. Marra, the Committee considered that Corporate financial performance and Life Operations financial performance, comprising a total of 70% of Mr. Marra's incentive calculation, were both well in excess of the established target levels of performance. Also, Mr. Marra exceeded performance expectations with respect to the leadership objectives established for him in his new role as President and Chief Operating Officer. As a result, the Committee determined that an appropriate 2007 annual incentive award for Mr. Marra would be $2,265,000, or 150% of his target incentive opportunity of $1,510,000.

Mr. Wolin

Mr. Wolin was appointed as President and Chief Operating Officer, Property & Casualty Operations, on June 11, 2007. The Committee approved modifications to Mr. Wolin's 2007 financial and leadership objectives at its July 19, 2007 meeting. The modifications were intended to ensure that Mr. Wolin's 2007 annual incentive award calculation would reflect his performance both as General Counsel and President and Chief Operating Officer, Property & Casualty Operations during the year. The adjusted 2007 annual incentive award performance objectives and weightings for Mr. Wolin were as follows: 45%, The Hartford financial performance; 25%, P&C operations financial performance; and 30%, individual leadership objectives.

In assessing the 2007 annual incentive award payable to Mr. Wolin, the Committee considered that Corporate financial performance and Property & Casualty Operations financial performance, comprising a total of 70% of Mr. Wolin's incentive calculation, were both well in excess of the established target levels of performance. Also, Mr. Wolin exceeded performance expectations with respect to leadership objectives established for him for the 2007 performance year. As a result, the Committee determined that an appropriate 2007 annual incentive award for Mr. Wolin would be $1,620,000, or 162% of his target incentive opportunity of $1,000,000.

Mr. Johnson

In assessing the 2007 annual incentive award payable to Mr. Johnson, the Committee considered that Corporate financial performance, comprising 70% of Mr. Johnson's incentive calculation, was well in excess of the established target levels of performance. Also, Mr. Johnson successfully met the key leadership objectives established for him for the 2007 performance year. Management recommended, and the Committee approved, a positive discretionary adjustment to the annual incentive award for Mr. Johnson to reward him for his exemplary performance. As a result, the Committee determined that an appropriate 2007 annual incentive award for Mr. Johnson would be $1,500,000, or 192% of his target incentive opportunity of $782,000.

Mr. Walters

In assessing the 2007 annual incentive award payable to Mr. Walters, the Committee considered that U.S Wealth Management's financial performance and Life Operations financial performance, together comprising a total of 70% of Mr. Walters's incentive calculation, were both in excess of the established target levels of performance. Also, Mr. Walter's 2007 performance with respect to leadership objectives exceeded expectations. As a result, the Committee determined that an annual incentive award for Mr. Walters, based on financial performance and performance against those leadership objectives established for him in February 2007 as President, U.S. Wealth Management, would be $1,374,000. In addition, the Committee reviewed Mr. Walters's performance relative to the performance objectives established for him following his appointment as Co-Chief Operating Officer, Hartford Life. Based on its assessment of his performance, the Committee authorized a positive discretionary adjustment to Mr. Walters's 2007 annual incentive award of $150,000. The resulting 2007 annual incentive award for Mr. Walters was $1,524,000, or 174% of his target incentive opportunity of $875,000.

Overview of Compensation Components

The principal components of the compensation program for Senior Executives in 2007 were: base salary and a variable compensation opportunity comprised of an annual incentive award tied to operating results and a long-term compensation award tied to book value or book value per share growth and stock price appreciation. Each of these elements is discussed below.

Base Salary

The primary factor in establishing base salaries for Senior Executives was data regarding the base salaries paid to individuals holding similar positions in the organizations referenced in the table on page 18. Senior Executive salary levels are set by the Compensation Committee based on the on-the-job performance of each executive, including his or her demonstrated contributions to the achievement of the Company's goals. The Compensation Committee also reviewed each Senior Executive's compensation level relative to his or her peers internally and each Senior Executive's level of responsibility, experience, and expertise. Salary levels for the Company's Senior Executives were between the median and the seventy-fifth percentile level of salary payable for comparable position at competitive peer group companies. Management believes that it is important to provide competitive base salary levels in order to attract and retain critical executive talent.

Annual Incentives

Senior Executives have the opportunity to earn cash incentive awards contingent on the achievement of financial goals and the fulfillment of leadership objectives, as established by the Compensation Committee. Ordinarily, 70% of a Senior Executive's annual cash incentive opportunity is a function of financial goal achievement and the remaining 30% is based on an assessment of leadership performance. Ordinarily, Corporate Senior Executives earn annual incentives based on corporate and individual performance. Incentives for Line of Business Senior Executives may relate to corporate, line of business, and individual performance. The following table summarizes the 2007 annual incentive award performance objectives and weightings generally applicable to the Company's Senior Executives:


Objective	Corporate Senior Executives		Line of Business Senior Executives

The Hartford Financial Performance	70	%	20	%

Line of Business Financial Performance			50	%

Individual Leadership Objectives	30	%	30	%

In addition to setting performance goals, the Compensation Committee also reviews and approves, with respect to each Senior Executive, annual incentive target amounts payable in the event the approved financial goals and leadership objectives are fully realized. Generally, Senior Executives can earn payouts of between 0% and 200% of the target annual incentive payment levels. Actual annual incentive payouts depend on demonstrated performance relative to the established goals and objectives. To reward extraordinary performance, the Committee may in its sole discretion authorize annual incentive payouts of up to 300% of the target annual incentive payment level.

For Named Executive Officers, a maximum annual incentive award is determined by reference to an incentive pool of funds, in order to ensure the tax deductibility under Section 162(m) of the Internal Revenue Code for the Company of the annual incentive awards. This pool is established as a fixed percentage of core earnings, calculated in accordance with the core earnings definition approved by the Compensation Committee as provided on pages 23-24 ("Adjusted Core Earnings"). This pool is described in the footnotes to the Grants of Plan Based Awards table beginning on page 36. Adjusted Core Earnings is a financial measure that is largely within management's responsibility and which management believes is highly correlated to shareholder value creation. The Compensation Committee has the authority to exercise, and has consistently exercised, negative discretion to reduce the maximum award payable to any Named Executive Officer pursuant to the approved formula. The Compensation Committee determines the actual award payable based on corporate performance and its evaluation of the Named Executive Officer's individual performance.

Long-Term Incentives

The Compensation Committee approved a long-term incentive award opportunity for each Senior Executive in 2007. Each award value reflected an assessment of individual performance and potential, the executive's position in the Company relative to other Senior Executives, and a consideration of the long-term incentive grant levels previously approved for that individual.

Senior Executives (other than Senior Executives in HIMCO) received one-third of the total value of their long-term incentive awards as stock options, one-third as Performance Shares, and one-third as restricted stock units. For example, Mr. Ayer's long-term target award opportunity was provided by a stock option grant, a Performance Share award and a restricted stock unit award, each having a grant date value of $2,000,000. Stock options provide value to Senior Executives only when shareholders realize positive returns on their investment in the Company over a corresponding period. Performance Shares provide executives with actual stock ownership, subject to the attainment of three-year performance goals. Restricted stock units also provide executives with actual stock ownership, subject to a three-year service period. Because the Compensation Committee considers it important that long-term incentive awards provide incentives for Senior Executives (i) to increase share value, (ii) to achieve the specified business objectives linked to Performance Shares and (iii) to remain in the Company's employ (as is encouraged by restricted stock units), the long-term incentive opportunities are divided equally between the three different types of awards.

Stock Options

Stock options provide executives with the opportunity to acquire an equity interest in the Company and to participate in created shareholder value as reflected in growth in the price of the Common Stock. Accordingly, stock option grants reward Senior Executives when value is created for shareholders. Stock options reinforce the Company's goal of aligning the interests of its executives and shareholders. The option exercise price equals 100% of the fair market value of the Common Stock on the date of grant, thereby ensuring that plan participants will derive benefits only as shareholders realize corresponding gains. To ensure a long-term perspective, options awarded in 2007 have a ten-year term.

Stock options granted in 2007 to the Company's Tier 1 executive officers will vest and become exercisable at the later of: (i) the date upon which the closing price of the Common Stock equals or exceeds 125% of the option exercise price for a period of at least ten consecutive trading days, and (ii) three years from the grant date. Options granted to the Company's Tier 2 executive officers vest and become exercisable one-third per year over a three-year period. Because Tier 1 executive officers have the greatest ability to influence stock price performance through their individual efforts (as compared to less-senior officers), the Compensation Committee determined to ascribe a more stringent vesting schedule to their options, by requiring three full years of service before any benefit is gained from these options, and further postponing vesting of the options until the Company's stock price achieves a 25% increase in value. Information regarding options granted to the Named Executive Officers during 2007 is included in the tables following this report.

Performance Shares

Senior Executives in the Company's corporate functions receive Performance Share awards based on overall Company performance. Senior Executives in the Company's Life and Property & Casualty operations receive Performance Share awards with performance objectives tied to the financial results of these operations. Target level performance relative to the pre-established performance objectives will result in the award of a target number of Performance Shares at the end of the applicable performance period. Better performance will yield a larger payout; poorer performance will yield a smaller payout. The maximum number of shares that may be earned under the program is 200% of the number of

shares granted. If the minimum threshold amounts established by the Compensation Committee are not achieved, there will be no payout. Performance Shares are payable in Common Stock, unless the Compensation Committee in its sole discretion elects to pay such awards part in Common Stock and part in cash or entirely in cash. Performance Shares granted in 2007 vest on December 31, 2009, with pro rata vesting in the event of certain circumstances, such as retirement or disability. No dividend equivalents are paid on Performance Shares during the applicable performance period.

Beginning with Performance Share awards granted in 2006, the financial performance objectives for such awards were three-year compound annual book value per share growth for Corporate Senior Executives and three-year compound annual book value growth for Line of Business Senior Executives. These financial performance objectives were selected as a result of a management study indicating that book value per share growth was the financial measure most critical to the promotion of shareholder value. Because Line of Business Senior Executives do not have direct responsibility for Corporate capital structure, management believes that it is appropriate that the assessment of long-term performance for these executives is not impacted by decisions impacting common shares outstanding. For Performance Share awards granted in 2007, the Committee approved peer-relative book value per share growth for Corporate Senior Executives and peer relative book value growth for Line of Business Senior Executives as the financial performance objectives. In the calculation of book value per share growth under the awards, dividends paid to shareholders are added back to book value, with an adjustment for the future value of such dividend payments. Similarly, in the calculation of book value growth, capital contributions from the parent company are subtracted from book value and dividend payments made to the parent company are added back to book value, with an adjustment for the future value of such dividend payments. Equivalent adjustments are made to the book value per share and book value growth calculations for the selected peer companies. The awards vest and become payable following a three-year performance period beginning January 1, 2007 and ending December 31, 2009. If financial performance exceeds that of each of the selected peer companies, then the plan maximum of 200% of the shares granted would be payable. If financial performance is below that of each of the selected peer companies, there would be no payout under the plan. For intermediate levels of performance, a percentile rank of three-year financial performance relative to peers would be calculated. The amount payable would be equal to two times this percentile rank. For example, for median performance (50^th percentile), 100% of the shares granted would be payable. The peer companies against which financial performance will be evaluated for awards are provided in the following table.

Peer Group Listing for 2007 Performance Share Awards

ACE Ltd.*		Nationwide Financial Services, Inc.^#
The Allstate Corporation*		Principal Financial Group Inc.^#
American International Group Inc.		Progressive Corporation*
The Chubb Corporation*		Protective Life Corporation^#
Cincinnati Financial*		Prudential Financial, Inc.^#
CNA Financial Corporation*		SAFECO Corporation*
Lincoln National Corporation^#		The Travelers Companies, Inc.*
Metropolitan Life Insurance Company^#		Unum Group^#

*: Company is included in both the Corporate and the Property & Casualty operations peer groups
^#: Company is included in both the Corporate and the Life operations peer groups

In lieu of Performance Share awards, Senior Executives working in the Company's HIMCO operations received cash-based long-term awards under the HIMCO Long-Term Incentive Plan under which amounts payable are based upon HIMCO operating income performance. Awards made to the

12 managing directors at HIMCO vest over a five-year period, with one-fifth vesting at the end of each calendar year. Awards made to all other HIMCO officers in 2007 vest over a three-year period, with one-third vesting at the end of each calendar year. The HIMCO Long-Term Incentive Plan is intended to more closely align the long-term compensation program for the investment professionals at HIMCO with the performance for which they are directly responsible. Consequently, their risks and rewards are linked directly to their personal performance and that of their organization. Cash-based incentive plans of this nature are consistent with the general practices of companies with which the Company compares itself in determining the compensation of its Senior Officers in the HIMCO operations.

Restricted Stock Unit Awards

Restricted stock unit awards are intended to help retain key executive talent over the long-term. These awards provide a strong incentive to remain with the Company through the vesting date, even if the grant value of stock option or performance share awards were not fully realized. Restricted stock unit awards are payable in Common Stock following the third anniversary of the grant date, unless the Compensation Committee in its sole discretion elects to pay such awards part in Common Stock and part in cash or entirely in cash.

Restricted Stock Awards

In addition to annual long-term incentive awards, restricted stock grants are made on a selective basis in order to encourage the retention of certain key performers or executives determined to have high potential to move into critical positions. The Compensation Committee conducts an annual review of the Company's executive talent evaluation and reviews management's recommendations for restricted stock awards. The Compensation Committee considers prior long-term, equity-based awards in connection with determinations regarding awards to Senior Executives of restricted stock. In 2007, no restricted stock awards were made to Named Executive Officers.

Executive Benefits

The Company provides all of its full-time employees with employee benefits, including health benefits, life insurance, disability benefits, savings plans and pensions. The Senior Executives participate in the same benefit plans and programs as other full-time employees. In addition, the Company maintains for the benefit of the Senior Executives and certain other management employees non-qualified pension and savings plans that provide for such individuals those benefits that cannot be provided under the tax qualified benefit plans available to employees generally, by reason of limitations on contributions and benefits that are imposed on tax qualified benefit plans under the Internal Revenue Code.

Potential Payments Upon Termination or Change of Control

The Company maintains certain change of control benefits for its Senior Executives that are designed to assure a continuity of management, and to permit each of these individuals to be able to focus on his or her responsibilities to the Company without undue distraction due to concerns about personal financial security, during any period during which the Company is confronted with a contest for control. These benefits are also designed to assure that in any such contest these Senior Executives are not influenced in their actions by events that could occur following a change in control. The Company's intent is that these benefits be consistent with those generally provided to senior executives at large, publicly traded companies, while maintaining cognizance of the need to balance the interests of its Senior Executives with the costs of these arrangements.

Stock Ownership and Retention Guidelines and Restrictions on Trading

The Senior Executives are expected to attain guideline levels of ownership of Common Stock, consistent with the compensation principle encouraging the acquisition and retention of Common Stock by Senior Executives in order to align management's interests with those of shareholders. The Compensation Committee established these ownership guidelines. In 2005, the Committee approved increases to the guideline ownership levels, targeting the 75^th percentile of ownership guidelines established at other large, publicly traded companies. In 2007, the Committee increased the ownership guideline level for the Company's President and Chief Operating Officer to five times base salary. The ownership guidelines for the Company's Senior Executives are provided in the table below:

Stock Ownership Guidelines

Position		(As a multiple of base salary)
Chairman and CEO		6x
President and COO		5x
Other Tier 1 Senior Executives		4x
Tier 2 Senior Executives		3x

The Compensation Committee reviews Senior Executive ownership levels annually. Senior Executives are expected to meet these ownership guidelines by the fifth anniversary of the approval date of the new guidelines or within five years of appointment to a Senior Executive position, whichever is later. All Named Executive Officers meet these ownership guidelines. The Company's other Senior Executives generally either meet these ownership guidelines or are making progress toward meeting these ownership guidelines within the allotted time frame.

The Company's policy on insider trading permits Tier 1 and Tier 2 Senior Executives to engage in transactions involving the Company's equity securities only (1) during "trading windows" of limited duration following the Company's filings with the SEC of its periodic reports on Forms 10-K and 10-Q and (2) following a determination by the Senior Executive that he or she is not in possession of material nonpublic information. In addition, the Company has the ability under its insider trading policy to suspend trading by Senior Executives in its equity securities if the Company becomes aware of relevant material, nonpublic information.

Effect of Tax and Accounting Considerations on Compensation Design

In designing its compensation programs, the Company considers and factors into the design of the programs the tax and accounting aspects of the programs. Principal among the tax considerations is the potential impact of Section 162(m) of the Internal Revenue Code, which generally denies a publicly traded company a Federal income tax deduction for compensation in excess of $1 million paid to a Named Executive Officer, unless the amount of such excess is payable based solely upon the attainment of objective performance criteria. As noted above, the Company follows a pay-for-performance philosophy and has determined that a vast majority of the compensation paid to its Senior Executives and, in particular, the Named Executive Officers, should be variable compensation that is contingent upon achievement of performance conditions. For this reason, where applicable, the Company's variable compensation is designed in a manner that meets the requirements of performance-based compensation exempt from the limitations set forth in Section 162(m). Accordingly, annual incentives and Performance Share awards are designed to qualify as exempt performance-based compensation.

Other tax considerations are factored into the design of the Company's compensation programs, including compliance with the requirements of Section 409A of the Internal Revenue Code, which can impose additional taxes on participants in certain arrangements involving deferred compensation, and Sections 280G and 4999 of the Internal Revenue Code, which affect the deductibility of, and impose

certain additional excise taxes on, certain payments that are made upon or in connection with a change of control.

Accounting considerations are also taken into account in designing the compensation programs made available to Senior Executives. Principal among these is FAS 123(R), which addresses the accounting treatment of certain equity-based compensation. The requirement under FAS 123(R) that stock options be expensed—as opposed to the prior accounting regime where there was no accounting charge associated with the grant of service-based stock options having an exercise price at least equal to the grant date price of the underlying stock—influenced the Company's decision to no longer grant stock options to non-Senior Executive employees and to grant only one-third of the long-term compensation opportunities for Senior Executives in the form of stock options.

Roles of the Company's Officers in Setting Executive Compensation

The Company's Human Resources department supports the Compensation Committee in the execution of its responsibilities in setting the compensation that is payable to the Company's Senior Executives. The Company's Executive Vice President, Human Resources, supervises the development of the materials relating to the agenda items for each Compensation Committee meeting. These materials are reviewed by the Compensation Committee Chairman and his recommendations are incorporated before distribution to the full Compensation Committee. No member of the management team, including Mr. Ayer, has a role in determining their own compensation.

REPORT OF THE COMPENSATION AND PERSONNEL COMMITTEE

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in the Company's Annual Report on Form 10-K for the year ended December 31, 2007.

Report submitted as of February 21, 2008 by:

Members of the Compensation and Personnel Committee:

Paul G. Kirk, Jr., Chairman
Trevor Fetter
Edward J. Kelly, III
Michael G. Morris
H. Patrick Swygert

COMPENSATION AND PERSONNEL COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION

As of the date of this Proxy Statement, the Compensation and Personnel Committee consists of Messrs. Kirk (Chairman), Fetter, Kelly, Morris and Swygert, all of whom are independent non-management directors. None of the Compensation and Personnel Committee members has served as an officer or employee of the Company and none of the Company's executive officers has served as a member of a compensation committee or board of directors of any other entity that has an executive officer serving as a member of the Company's Board.

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes the total compensation paid or earned by (i) the Company's Chief Executive Officer; (ii) the Company's Chief Financial Officer; and (iii) the four other most highly compensated executive officers of the Company (together with the Chief Executive Officer, the "Named Executive Officers") for the fiscal years ended December 31, 2006 and December 31, 2007. Amounts paid under the Company's annual incentive compensation plan are generally paid in the year following the year in which the amount is earned.

Name and Principal Position	Year	Salary ($)		Stock Awards ($)(2)		Option Awards ($)(4)		Non-Equity Incentive Plan Compensation ($)(6)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7)		All Other Compensation ($)(10)	Total($)


(a)	(b)	(c)		(e)		(f)		(g)	(h)		(i)	(j)


Ramani Ayer Chairman and Chief Executive Officer	2007 2006	1,150,000 1,150,000		5,687,582 5,557,637		2,728,022 3,318,289		3,250,000 3,650,000	2,934,718 4,447,182	(8)	81,574 88,085	15,831,896 18,211,193

Thomas M. Marra President and Chief Operating Officer, The Hartford	2007 2006	990,000 990,000		3,217,576 3,097,772		1,621,122 1,171,516		2,265,000 2,316,000	698,670 972,583		45,009 44,367	8,837,377 8,592,238

Neal S. Wolin President and Chief Operating Officer, Property & Casualty	2007 2006	762,000 695,833		1,453,647 1,324,160		482,548 394,498		1,620,000 1,517,000	140,586 122,187		33,410 31,619	4,492,191 4,085,297

David M. Johnson Executive Vice President and Chief Financial Officer	2007 2006	710,083 695,833		1,757,836 1,750,460		578,718 568,345		1,500,000 1,517,000	144,658 151,505		7,875 7,748	4,699,170 4,690,891

John Walters Co-Chief Operating Officer, Hartford Life	2007	700,000		1,502,061		428,753		1,524,000	211,740		35,010	4,401,565

David K. Zwiener Executive Vice President	2007 2006	660,000 990,000	(1)	1,400,640 3,097,772	(3)	1,687,474 1,117,041	(5)	— 2,232,000	— 1,080,565	(9)	11,555,164 39,349	15,303,278 8,556,727

1): The amount shown for Mr. Zwiener reflects the base salary earned from January 1, 2007 through his separation date of August 31, 2007.
2): The amounts shown in this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal years ended December 31, 2006 and December 31, 2007, in accordance with FAS 123(R) with respect to restricted stock, restricted stock unit and Performance Share awards made pursuant to the Company's incentive stock plans and thus include amounts from awards granted in and prior to 2007. Assumptions used in the calculation of these amounts are included in footnote 18 to the Company's audited financial statements for the fiscal years ended December 31, 2006 and December 31, 2007 included in, respectively, the Company's 2006 and 2007 Annual Reports on Form 10-K. Amounts included in this column are not reduced for estimated forfeiture rates during the applicable vesting periods.
3): The amount shown in this column for Mr. Zwiener reflects the result of (i) the dollar amount recognized for financial statement reporting purposes for the accelerated vesting of equity awards in connection with Mr. Zwiener's separation of $1,907,176, less (ii) the amount previously disclosed in the Summary Compensation Table in the Company's 2007 proxy statement of $506,536 for awards forfeited by Mr. Zwiener upon his separation of employment.
4): The amounts shown in this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal years ended December 31, 2006 and December 31, 2007, in accordance with FAS 123(R) with respect to stock option awards made pursuant to the Company's incentive stock plans and thus include amounts from awards granted in and prior to 2007. Assumptions used in the calculation of these amounts are included in footnote 18 to the Company's audited financial statements for the fiscal years ended December 31, 2006 and December 31, 2007 included in, respectively, the Company's 2006 and 2007 Annual Reports on Form 10-K. Amounts included in this column are not reduced for estimated forfeiture rates during the applicable vesting periods. The provisions of The Hartford 2005 Incentive Stock Plan and predecessor incentive stock plans call for full vesting of outstanding stock option awards upon retirement, as defined in the

Plan. Under FAS 123(R), this plan provision requires immediate expensing of the entire award upon grant for employees who are retirement eligible. As Mr. Ayer was retirement eligible at the time of the 2007 annual grant, the amount shown for him reflects the full grant date value of his 2007 stock option award. Mr. Marra becomes eligible to retire in 2008, therefore his award is expensed through his retirement eligibility date rather than through the vesting date.

5): The amount shown in this column for Mr. Zwiener reflects the sum of (i) the dollar amount recognized for financial statement reporting purposes for stock option awards granted to him in 2004, 2005 and 2006 of $375,367, plus (ii) the amount recognized for the acceleration of certain of his stock option awards in connection with his separation of $1,312,107.
6): The amounts shown in this column reflect annual bonus amounts as determined by the Company's Compensation and Personnel Committee (the "Compensation Committee") at its February 21, 2008 meeting. These amounts were based on the Company's financial performance and each Named Executive Officer's leadership performance relative to goals established at the beginning of the performance period. The Named Executive Officers participate in an annual incentive program under which a maximum annual incentive award is determined by reference to an incentive pool of funds, in order to ensure the tax deductibility under Section 162(m) of the Internal Revenue Code for the Company of the annual incentive awards. The Compensation Committee consistently exercises negative discretion to reduce the actual amount payable to each Named Executive Officer as described in the Annual Incentives section of the Compensation Discussion and Analysis herein. The amounts shown in this column were paid on March 14, 2008.
7): The amounts in this column reflect the actuarial increase in the present value of the accumulated benefits of the Named Executive Officers under all pension plans established by the Company. The amounts were calculated using discount rate, mortality and form of payment assumptions consistent with those used in the Company's GAAP financial statements. These assumptions are described in further detail in the discussion following the Pension Benefits Table on page 42.
8): The amount shown reflects the actuarial increase in the present value of Mr. Ayer's accumulated pension benefits from all pension plans for each of the fiscal years ended December 31, 2006 and December 31, 2007 where his benefit from Excess Pension Plan I is valued as a lump sum, in accordance with the form of payment assumption used by the Company for GAAP financial reporting purposes for 2007. The actuarial increase in the present value of Mr. Ayer's accumulated pension benefits as shown in the Summary Compensation Table in last year's Proxy Statement (an increase of $3,723,721) was instead determined in accordance with the form of payment assumption used by the Company for GAAP financial reporting purposes for 2006, which assumed that Mr. Ayer's benefits from Excess Pension Plan I would be received as an annuity rather than as a lump sum. Under the terms of Excess Pension Plan I, Mr. Ayer may indicate a preference to receive the benefit payable under that Plan in the form of a single discounted lump sum payment, instead of as an annuity, subject to the approval of the Compensation Committee; in accordance with those provisions, Mr. Ayer has indicated his preference to receive such a lump sum payment upon his eventual retirement. Accordingly, the Company modified its form of payment assumption with respect to Mr. Ayer's pension benefit under Excess Pension Plan I for GAAP financial reporting purposes in 2007.

The following chart indicates the present value of Mr. Ayer's accumulated pension benefits from all pension plans determined as of December 31, 2005, December 31, 2006 and December 31, 2007, where the present value of his benefits from Excess Pension Plan I is determined assuming that benefits from that plan are paid respectively as an annuity or a lump sum:

		12/31/2005			12/31/2006			12/31/2007
Excess Pension Plan I benefit valued as an annuity:		$	21,227,881		$	24,951,602		$	27,016,266
Excess Pension Plan I benefit valued as an lump sum:		$	29,581,740		$	34,028,922		$	36,963,640

The provisions of Excess Pension Plan I regarding the calculation of lump sum payments provide for a discount rate that historically has been significantly lower than the discount rates assumed by the Company for GAAP financial reporting purposes when valuing annuities payable from the Plans. In fiscal years prior to 2007, Mr. Ayer's benefit payable from Excess Pension Plan I was valued assuming it would be paid as an annuity, calculated using the same actuarial assumptions used by the Company for GAAP financial reporting purposes. Those assumptions were, as of December 31, 2006, a discount rate of 5.75% and the RP-2000 Mortality Table, and, as of December 31, 2005, a discount rate of 5.50% and the 1994 GAM Mortality Table. If the benefits were paid in the form of a lump sum, the assumptions prescribed by Excess Pension Plan I were, as of December 31, 2006, a discount rate of 3.00% and the 1994 Group Annuity Reserving Table, Projected to 2002 using Scale AA and, as of December 31, 2005, a discount rate of 2.75% and the same 1994 Group Annuity Reserving Table, Projected to 2002 using Scale AA. The assumptions used by the Company for GAAP financial reporting purposes as of December 31, 2007 are described in the discussion following the Pension Benefits Table on page 42.

9): Mr. Zwiener is entitled to a vested benefit from the Company's pension plans, as described in further detail in the discussion following the Pension Benefits Table on page 42. Due to his separation, Mr. Zwiener could no longer become eligible for an unreduced early retirement benefit under the terms of the Company's pension plans, and, as a result, the present value of his accumulated benefits under those plans as of December 31, 2007 is calculated as the present value of a vested benefit beginning at age 65 (the plan's normal retirement date). Conversely, as of December 31, 2006, at which time Mr. Zwiener was actively employed, the present value of his accumulated benefits under the pension plans was calculated assuming that he would continue in employment and become eligible for an unreduced early retirement benefit at age 60. As a result, the present value of Mr. Zwiener's accumulated benefits under the pension plans is $1,320,566 less at December 31, 2007 than it was as of December 31, 2006.
10): The amounts shown in this column are described in the following table titled "Summary Compensation Table—All Other Compensation."

Summary Compensation Table—All Other Compensation

The following table provides the amounts presented in the "All Other Compensation" column in the Summary Compensation Table on page 33 for the Company's Named Executive Officers.

Name and Principal Position	Year	Perquisites($)(1)	Amount Paid or Accrued pursuant to a plan or arrangement in connection with any termination of employment or CIC(2)	Contributions or other allocations to defined contribution plans($)(3)	Total($)


(a)	(b)	(c)	(d)	(e)	(f)


Ramani Ayer Chairman and Chief Executive Officer	2007	40,741	na	40,833	81,574

Thomas M. Marra President and Chief Operating Officer, The Hartford	2007	10,265	na	34,744	45,009

Neal S. Wolin President and Chief Operating Officer, Property & Casualty	2007	6,570	na	26,840	33,410

David M. Johnson Executive Vice President and Chief Financial Officer	2007	0	na	7,875	7,875

John Walters Co-Chief Operating Officer, Hartford Life	2007	10,260	na	24,750	35,010

David K. Zwiener Executive Vice President	2007	12,345	11,518,569	24,250	11,555,164

1)

Mr. Ayer's perquisites consisted of $18,000 for financial and tax planning services paid for by the Company and $22,741 for the use of Company car services for commuting and personal uses (amount includes tax gross-up amount of $5,876). Perquisite amounts for Messrs. Marra, Wolin and Walters consisted of financial and tax planning services paid for by the Company. Mr. Zwiener's perquisites consisted of $10,935 for financial and tax planning services paid for by the Company, $625 for the use of Company car services for personal use, and a tax gross-up amount of $785.

2)

The amount shown in this column for Mr. Zwiener reflects the sum of the following:

(a): A pro rata target bonus in the amount of $833,333; plus
(b): A severance payment equal to two times the sum of base salary and target bonus, in the aggregate amount of $4,480,000; plus
(c): A "Vested Benefits Enhancement" equal to the present value of the additional retirement benefits that he would have earned had he remained active for an additional two years of service in the amount of $6,205,236.

In addition, vesting of certain outstanding equity and options awards was accelerated on his separation date. The expense recognized for financial reporting purposes for this additional vesting of outstanding equity and option awards was $1,907,176 and $1,312,107, respectively, and is included with the amounts reported for Mr. Zwiener in columns (e) and (f) of the Summary Compensation Table. The estimated value of Mr. Zwiener's equity awards using the New York Stock Exchange closing price per share of Company stock on his separation date of August 31, 2007, was $3,114,273. The intrinsic ("in-the-money") value of Mr. Zwiener's stock option awards, using the New York Stock Exchange closing price per share of Company stock on his separation date of August 31, 2007, was $987,833.

3): The amounts shown in this column represent Company contributions under The Hartford Investment and Savings Plan, a tax-qualified defined contribution plan, and The Hartford Excess Savings Plan, a non-qualified plan established as a "mirror" to the qualified plan to facilitate payment of amounts not payable under the qualified plan due to tax restrictions. Under these plans, the Company makes a matching contribution in an amount equal to 50% of an employee's contribution, up to an amount equal to 3% of such employee's salary. The Company also makes a non-matching contribution equal to one-half of one percent (.005) of the annual salary of each employee earning $100,000 or greater (for 2007) in the preceding year, and a non-matching contribution equal to one and one-half of one percent (.015) of the annual salary of each employee earning less than $100,000 in the preceding year.

Grants of Plan Based Awards Table

The following table discloses the actual numbers of stock options, Performance Shares, and restricted stock units and the grant date fair value of these awards to the Company's Named Executive Officers in 2007. The table also discloses potential future payouts under the Company's non-equity and equity incentive plans.

Other than Senior Executives in HIMCO, Senior Executives of the Company, including the Named Executive Officers, receive one-third of the total value of their long-term incentive awards as stock options, one-third as Performance Shares, and one-third as restricted stock units. The number of each such award to be granted is based on the grant date value to be delivered as approved by the Compensation Committee and the grant date values of each such award as established for expensing the award under FAS 123(R). The value associated with each type of award was not reduced to reflect expected forfeitures during the requisite vesting periods.

The Company makes long-term incentive award grants only during scheduled quarterly trading window periods. The Company's scheduled trading window period commences on the second trading day following the Company's filing with the SEC of its periodic reports on Form 10-K or Form 10-Q, as applicable. This practice is intended to provide for grants of equity awards at times when the Company's public disclosures of its financial results are most current. The Company makes its annual long-term incentive awards on the first day of the Company's first scheduled trading window period following its meeting regarding compensation decisions for its Senior Executives. This meeting typically occurs in February.

									All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	All Other Option Awards: Number of Securities Underlying Options (#)(4)
											Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Options Awards($)
			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)

Name	Plan	Grant Date	Threshold($)	Target($)	Maximum($)	Threshold(#)	Target(#)	Maximum(#)

(a)		(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)


Ramani Ayer Chairman and Chief Executive Officer	Non-Equity Performance Shares Restricted Stock Units Stock Options	2/27/2007 2/27/2007 2/27/2007 2/27/2007		1,850,000	3,700,000	5,686	22,743	45,486	21,347	61,313	93.69	2,000,000 2,000,000 2,000,000

Thomas M. Marra President and Chief Operating Officer, The Hartford	Non-Equity Performance Shares Performance Shares Restricted Stock Units Restricted Stock Units Stock Options Stock Options	7/30/2007 2/27/2007 7/30/2007 2/27/2007 7/30/2007 2/27/2007 7/30/2007		1,510,000	3,020,000	3,127 474	12,509 1,896	25,018 3,792	11,741 1,798	33,722 4,994	93.69 92.69	1,100,000 166,667 1,100,000 166,667 1,100,000 166,667

Neal S. Wolin President and Chief Operating Officer, Property and Casualty	Non-Equity Performance Shares Performance Shares Restricted Stock Units Restricted Stock Units Stock Options Stock Options	7/30/2007 2/27/2007 7/30/2007 02/27/2007 7/30/2007 2/27/2007 7/30/2007		1,000,000	2,000,000	1,357 1,013	5,428 4,051	10,856 8,102	5,095 3,841	14,633 10,668	93.69 92.69	477,333 356,000 477,333 356,000 477,333 356,000

David M. Johnson Executive Vice President and Chief Financial Officer	Non-Equity Performance Shares Performance Shares Restricted Stock Units Restricted Stock Units Stock Options Stock Options	2/27/2007 2/27/2007 7/30/2007 2/27/2007 7/30/2007 2/27/2007 7/30/2007	782,000	1,564,000	1,689 474	6,755 1,896	13,510 3,792	6,340 1,798	18,210 4,994	93.69 92.69	594,000 166,667 594,000 166,667 594,000 166,667

John Walters Co-Chief Operating Officer Hartford Life	Non-Equity Performance Shares Performance Shares Restricted Stock Units Restricted Stock Units Stock Options Stock Options	2/27/2007 2/27/2007 7/30/2007 02/27/2007 7/30/2007 2/27/2007 7/30/2007	875,000	1,750,000	1,308 327	5,231 1,308	10,462 2,616	4,910 1,241	15,791 3,538	93.69 92.69	460,000 115,000 460,000 115,000 460,000 115,000

David K. Zwiener Executive Vice President	Non-Equity Performance Shares Restricted Stock Units Stock Options	2/27/2007 2/27/2007 2/27/2007 2/27/2007	1,250,000	2,500,000	3,127	12,509	25,018	11,741	33,722	93.69	1,100,000 1,100,000 1,100,000

1): The amounts shown in columns (c), (d), and (e) represent amounts payable to the Named Executive Officers under the Company's annual cash incentive plan. The amounts shown in column (c) represent the minimum payout level associated with the 2007 annual incentive plan. If certain threshold levels of performance are not met, there are no payments under the plan. The amount shown in column (d) is the "target" amount payable under the program, which is the amount payable if the pre-established financial and leadership goals are fully met. The amount shown in column (e) is 200% of the target and represents, in the Compensation Committee's practice, the maximum amount payable. However, consistent with the program provisions described in more detail below, to reward extraordinary performance, the Compensation Committee may in its sole discretion authorize annual incentive payouts of up to the lesser of 300% of the target annual incentive payment level or $5 million. The Compensation Committee reviews and approves, with respect to each Named Executive Officer, the annual incentive target amounts payable in the event business performance goals, which are based on the Company's operating plan, and leadership objectives established in the plan are fully realized. The actual payouts of these awards occurred on March 14, 2008 and are disclosed in the Summary Compensation Table.
: Under the annual incentive program in which the Named Executive Officers participate, a maximum annual incentive award for each executive is determined by reference to an incentive pool of funds, as described below. The purpose of this incentive plan is to ensure the tax deductibility of the annual incentive awards for the Company. The total incentive pool was equal to 1.0% of total Company Adjusted Core Earnings for 2007 as defined by the Compensation Committee (the "Incentive Pool"). Relative to this Incentive Pool, the Compensation Committee determined that the maximum annual incentive award payable to each Named Executive Officer was to be the lesser of: (1) the percentage of the Incentive Pool allocated to him identified below, or (2) 300% of his target annual incentive award established by the Compensation Committee at the beginning of the performance year. Also, the maximum annual incentive amount payable to any Named Executive Officer under the program is $5 million. The percentage of the Incentive Pool allocated to Mr. Ayer was 30%. The percentage of the Incentive Pool allocated to each of Messrs. Marra and Wolin was 20%. The percentage of the Incentive Pool allocated to each of Messrs. Johnson and Walters was 15%. The actual annual incentive award granted to a participant is determined by the Compensation Committee, which retains negative discretion to reduce or eliminate (but not increase) an award to any Named Executive Officer based on its evaluation of the executive's performance. In determining the actual award payable to each executive, the Compensation Committee reviews business performance criteria such as Adjusted Core Earnings and return on equity pertaining to the particular executive as well as individual performance against key strategic leadership objectives established at the beginning of the performance period. As indicated in the discussion above, the Compensation Committee has consistently used negative discretion to reduce the amount of the award such that the actual amount paid typically does not exceed two times the target amount.
2): The amounts in column (f) represent the minimum number of Performance Shares which vest and become payable at the discretion of the Compensation Committee; the amount is 25% of the target amount shown in column (g). This is the amount payable if the threshold level of financial performance is achieved. If financial performance is below this threshold level, there would be no payouts under the plan. The amount shown in column (g) is the "target" amount payable under the program, which is the amount payable if the pre-established adjusted book value per share or book value growth goals

are fully met. The amount shown in column (h) is the maximum amount payable under the plan, or 200% of the target. The awards vest and are payable following a three-year performance period which commenced on January 1, 2007 and will terminate on December 31, 2009 (awards vest pro rata in the event of certain circumstances, such as retirement or disability). Payouts, if any, are made pursuant to the achievement of established performance criteria and subsequent approval by the Compensation Committee and can range between 0% and 200%. The value of each Performance Share is determined by applying a pricing model to establish the grant date value per Performance Share based on the closing stock price on the date of grant. Because dividends are not paid on Performance Shares during the three-year performance period, the grant date value of a Performance Share is slightly less than the closing stock price on the date of grant. Performance shares were granted to the Named Executive Officers on February 27, 2007 and on July 30, 2007. The New York Stock Exchange closing price per share of Company Common Stock on February 27, 2007 was $93.69. The value of each Performance Share granted on that date was $87.94. The New York Stock Exchange closing price per share of Company Common Stock on July 30, 2007 was $92.69. The value of each Performance Share granted on that date was $87.89.

3): The amounts in this column represent the restricted stock units that were granted to the Named Executive Officers on February 27, 2007 and July 30, 2007. Each restricted stock unit represents a contractual right to receive one share of Common Stock of the Company at the end of a three-year service period. The awards vest and are payable following a three-year service period which commenced on the date of grant and will terminate three years later (awards vest pro rata in the event of certain circumstances, such as retirement or disability). Dividend equivalents with respect to restricted stock units are credited in the same amount and to the same extent as dividends paid to holders of Common Stock. The value of each Restricted Stock Unit was equal to the closing stock price on the date of grant. The New York Stock Exchange closing price per share of Company stock on February 27, 2007 was $93.69. The New York Stock Exchange closing price per share of Company stock on July 30, 2007 was $92.69.
4): The amounts in this column represent options to purchase shares of Common Stock that were granted under The Hartford 2005 Incentive Stock Plan. Stock option awards were granted to the Named Executive Officers on February 27, 2007 and, for Messrs. Marra, Wolin, Johnson and Walters, on July 30, 2007. The New York Stock Exchange closing price per share of Company Common Stock on February 27, 2007 was $93.69 and on July 30, 2007 was $92.69. Options granted to Tier 1 executives, including Messrs. Ayer, Marra, Wolin, Johnson and Zwiener, vest and become exercisable at the later of: (i) the date upon which the closing price of the underlying stock on the New York Stock Exchange were to equal or exceed 125% of the option exercise price for a period of at least 10 consecutive trading days, and (ii) three years from the grant date. Options granted to Tier 2 executives, including Mr. Walters, vest and become exercisable one-third per year over a three-year period. All options were granted at exercise prices that were 100% of the fair market value of one share of Common Stock on the date of grant. The value of each stock option award was determined by using a binomial lattice option pricing model to establish a value per option based on the closing price per share of Company Common Stock on the grant date. The value was not reduced to reflect estimated forfeitures during the period. The value established for each stock option awarded on February 27, 2007 was $32.62 for Tier 1 options and $29.13 for Tier 2 options. The value established for each stock option awarded on July 30, 2007 was $33.37 for Tier 1 options and $32.50 for Tier 2 options.

Outstanding Equity Awards at Fiscal Year-End Table

The following table shows outstanding stock option awards classified as exercisable (vested) and unexercisable (unvested) as of December 31, 2007 for the Company's Named Executive Officers. The table also shows the number and value of any unvested or unearned equity awards outstanding as of December 31, 2007 for the Company's Named Executive Officers, assuming a market value of $87.19, the New York Stock Exchange closing price per share of Company Common Stock on December 31, 2007.


	Option Awards(1)					Stock Awards(2)

Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

(a)	(b)	(c)	(d)	(e)	(f)	(g)		(h)	(i)		(j)

Ramani Ayer Chairman and Chief Executive Officer	368,497 222,046 201,556 171,465 96,723	79,454 71,750 61,313		34.00 62.07 65.85 37.37 65.99 71.27 83.00 93.69	2/20/2010 2/23/2011 2/23/2012 2/22/2013 2/20/2014 2/19/2015 2/15/2016 2/27/2017	27,053 24,957 21,680 15,133 12,600	(3) (4) (5) (6) (7)	2,358,731 2,175,980 1,890,289 1,319,446 1,098,594	25,520 22,743	(30) (31)	2,225,089 1,982,962

Thomas M. Marra President and Chief Operating Officer, The Hartford	77,887 138,850 63,723	43,339 37,789 33,722 4,994		62.07 65.85 65.99 71.27 83.00 93.69 92.69	2/23/2011 2/23/2012 2/20/2014 2/19/2015 2/15/2016 2/27/2017 7/30/2017	14,756 13,144 11,924 1,808 10,133	(8) (9) (10) (11) (12)	1,286,581 1,146,016 1,039,659 157,607 883,496	13,441 14,405	(30) (31)	1,171,921 1,255,972

Neal S. Wolin President and Chief Operating Officer, Property & Casualty	19,345	17,335 15,546 14,633 10,668		65.99 71.27 83.00 93.69 92.69	2/20/2014 2/19/2015 2/15/2016 2/27/2017 7/30/2017	5,902 5,407 5,174 3,861 10,334	(13) (14) (15) (16) (17)	514,632 471,462 451,149 336,650 901,021	5,529 9,479	(30) (31)	482,074 826,474

David M. Johnson Executive Vice President and Chief Financial Officer	84,629 76,143 63,506 34,137	21,669 19,731 18,210 4,994		63.02 65.85 37.37 65.99 71.27 83.00 93.69 92.69	5/3/2011 2/23/2012 2/22/2013 2/20/2014 2/19/2015 2/15/2016 2/27/2017 7/30/2017	7,378 6,863 6,439 1,808 14,000	(18) (19) (20) (21) (22)	643,290 598,395 561,416 157,607 1,220,660	7,018 8,651	(30) (31)	611,899 754,280

John Walters Co-Chief Operating Officer, Hartford Life	7,586 9,914 5,304	4,958 10,609 15,791 3,538		65.99 71.27 83.00 93.69 92.69	2/20/2014 2/19/2015 2/15/2016 2/27/2017 7/30/2017	4,919 5,407 4,986 1,247 8,028 12,000	(23) (24) (25) (26) (27) (28)	428,860 471,462 434,766 108,749 699,961 1,046,280	5,529 6,539	(30) (31)	482,074 570,136

David K. Zwiener Executive Vice President	61,540 43,339 37,789			65.99 71.27 83.00	12/31/2009 12/31/2009 12/31/2009	12,488	(29)	1,088,829

1): Stock option awards granted to the Named Executive Officers in 2004 (expiration date of 2/20/2014) vested one-third per year over a three-year vesting period. The remaining one-third of the stock options in the original award vested on February 18, 2007. Stock options granted to Tier 1 Named Executive Officers, including Messrs. Ayer, Marra, Wolin, Johnson and Zwiener, in 2005, 2006 and 2007 vest and become exercisable at the later of: (i) the date upon which the closing price of each share of the underlying stock on the New York Stock Exchange were to equal or exceed 125% of the option exercise price for a period of at least 10 consecutive trading days, and (ii) three years from the grant date. For the stock options granted to Tier 1 Named Executive Officers in 2005, the price-vesting hurdle was achieved on May 16, 2006. The stock options in this award (expiration date of 2/19/2015) will vest on February 17, 2008. For the stock options granted to Tier 1 Named Executive Officers in 2006, the price-vesting hurdle was achieved on May 18, 2007. The stock options in this award (expiration date of 2/18/2016) will vest on February 15, 2009. Stock awards granted to the Company's Tier 2 executives, including Mr. Walters, vest and become exercisable one-third per year over a three-year vesting period.

Stock options granted to the Named Executive Officers prior to May 28, 2005 expire 10 years and 2 days from the grant date. Stock options granted to the Named Executive Officers after May 28, 2005 under The Hartford 2005 Incentive Stock Plan expire on the 10 year anniversary of the grant date.

2): The amounts shown in columns (g) and (h) represent outstanding, unvested awards of restricted stock and restricted stock units under the Company's incentive stock plans. Restricted stock awards to the Named Executive Officers vest as follows: one-third of each restricted stock grant will vest on the third anniversary of the grant date and two-thirds will vest on the fifth anniversary of the grant date. Dividends are payable on outstanding restricted stock awards in the same amount and to the same extent as dividends paid to holders of the Company's Common Stock. Restricted stock units represent a contractual right to receive one share of Common Stock of the Company at the end of a three-year service period. Dividend equivalents with respect to restricted stock units are credited in the same amount and to the same extent as dividends paid to holders of Common Stock. The restricted stock units reflected in column (g) have been rounded to the nearest whole share.

The amounts shown in columns (i) and (j) represent outstanding, unvested Performance Share awards under the Company's incentive stock plans. Performance Share awards provide executives the opportunity to earn shares of Common Stock contingent on the achievement of one or more performance objectives over the requisite performance period. Performance Share awards granted to the Named Executive Officers in 2006 will vest on December 31, 2008. Performance Share awards granted to the Named Executive Officers in 2007 will vest on December 31, 2009. Dividends are not payable on outstanding Performance Share awards during the performance period.
3): Represents the aggregate number of restricted stock units granted to Mr. Ayer on February 17, 2005 of 25,724 plus accumulated dividends through December 31, 2007.
4): Represents the aggregate number of restricted stock units granted to Mr. Ayer on February 15, 2006 of 24,096 plus accumulated dividends through December 31, 2007.
5): Represents the aggregate number of restricted stock units granted to Mr. Ayer on February 27, 2007 of 21,347 plus accumulated dividends through December 31, 2007.
6): Represents the number of shares of restricted stock granted to Mr. Ayer on February 18, 2004. One-third of the shares of restricted stock (7,567 shares) vested on February 18, 2007 and the remaining two-thirds of the shares (15,133 shares) will vest on February 18, 2009.
7): Represents the number of shares of restricted stock granted to Mr. Ayer on February 17, 2005. One-third of the shares of restricted stock (4,200 shares) vested on February 17, 2008 and the remaining two-thirds of the shares (8,400 shares) will vest on February 17, 2010.
8): Represents the aggregate number of restricted stock units granted to Mr. Marra on February 17, 2005 of 14,031 plus accumulated dividends through December 31, 2007.
9): Represents the aggregate number of restricted stock units granted to Mr. Marra on February 15, 2006 of 12,691 plus accumulated dividends through December 31, 2007.
10): Represents the aggregate number of restricted stock units granted to Mr. Marra on February 27, 2007 of 11,741 plus accumulated dividends through December 31, 2007.
11): Represents the aggregate number of restricted stock units granted to Mr. Marra on July 30, 2007 of 1,798 plus accumulated dividends through December 31, 2007.
12): Represents the number of shares of restricted stock granted to Mr. Marra on February 18, 2004. One-third of the shares of restricted stock (5,067 shares) vested on February 18, 2007 and the remaining two-thirds of the shares (10,133 shares) will vest on February 18, 2009.
13): Represents the aggregate number of restricted stock units granted to Mr. Wolin on February 17, 2005 of 5,612 plus accumulated dividends through December 31, 2007.
14): Represents the aggregate number of restricted stock units granted to Mr. Wolin on February 15, 2006 of 5,221 plus accumulated dividends through December 31, 2007.
15): Represents the aggregate number of restricted stock units granted to Mr. Wolin on February 27, 2007 of 5,095 plus accumulated dividends through December 31, 2007.
16): Represents the aggregate number of restricted stock units granted to Mr. Wolin on July 30, 2007 of 3,841 plus accumulated dividends through December 31, 2007.
17): Represents the number of shares of restricted stock granted to Mr. Wolin on May 19, 2004. One-third of the shares of restricted stock (5,167 shares) vested on May 19, 2007 and the remaining two-thirds of the shares (10,333 shares) will vest on May 19, 2009.
18): Represents the aggregate number of restricted stock units granted to Mr. Johnson on February 17, 2005 of 7,016 plus accumulated dividends through December 31, 2007.
19): Represents the aggregate number of restricted stock units granted to Mr. Johnson on February 15, 2006 of 6,627 plus accumulated dividends through December 31, 2007.
20): Represents the aggregate number of restricted stock units granted to Mr. Johnson on February 27, 2007 of 6,340 plus accumulated dividends through December 31, 2007.
21): Represents the aggregate number of restricted stock units granted to Mr. Johnson on July 30, 2007 of 1,798 plus accumulated dividends through December 31, 2007.
22): Represents the number of shares of restricted stock granted to Mr. Johnson on February 17, 2005. One-third of the shares of restricted stock (4,667 shares) vested on February 17, 2008 and the remaining two-thirds of the shares (9,333) will vest on February 18, 2010.
23): Represents the aggregate number of restricted stock units granted to Mr. Walters on February 17, 2005 of 4,733 plus accumulated dividends through December 31, 2007.
24): Represents the aggregate number of restricted stock units granted to Mr. Walters on February 15, 2006 of 5,221 plus accumulated dividends through December 31, 2007.
25): Represents the aggregate number of restricted stock units granted to Mr. Walters on February 27, 2007 of 4,910 plus accumulated dividends through December 31, 2007.
26): Represents the aggregate number of restricted stock units granted to Mr. Walters on July 30, 2007 of 1,241 plus accumulated dividends through December 31, 2007.
27): Represents the number of shares of restricted stock granted to Mr. Walters on February 20, 2003. One-third of the shares of restricted stock (4,014 shares) vested on February 20, 2005 and the remaining two-thirds of the shares (8,028 shares) vested on February 20, 2008.
28): Represents the number of shares of restricted stock granted to Mr. Walters on February 15, 2006. One-third of the shares of restricted stock (4,000 shares) will vest on February 15, 2009 and the remaining two-thirds of the shares (8,000 shares) will vest on February 15, 2011.
29): Represents the aggregate number of restricted stock units granted to Mr. Zwiener on February 17, 2005 of 14,031 plus accumulated dividends through December 31, 2007 less the number of restricted stock units forfeited pursuant to Mr. Zwiener's separation agreement (received 84.63%). Mr. Zwiener forfeited also the aggregate number of restricted stock units granted to him in 2006 and in 2007 plus accumulated dividends.
30): Represents the number of performance shares granted to Messrs. Ayer, Marra, Wolin, Johnson and Walters on February 15, 2006. The maximum number of shares that may be earned under these awards is 200% of the number of Performance Shares granted. If the minimum threshold performance levels established by the Compensation Committee are not achieved, there would be no payout. The values presented for the outstanding Performance Share awards are based on the number of Performance Shares granted.
31): Represents the number of performance shares granted on February 27, 2007 and, for Messrs. Marra, Wolin, Johnson and Walters, on July 30, 2007. The maximum number of shares that may be earned under these awards is 200% of the number of Performance Shares granted. If the minimum threshold performance levels established by the Compensation Committee are not achieved, there would be no payout. The values presented for the outstanding Performance Share awards are based on the number of Performance Shares granted.

Option Exercises and Stock Vested Table

The following table sets forth certain information regarding options and stock awards exercised and vested, respectively, during 2007 for the Company's Named Executive Officers.

	Option Awards		Stock Awards


Name	Number of Shares Acquired on Exercise(#)	Value Realized on Exercise($)(1)	Number of Shares Acquired on Vesting(#)(2)		Value Realized on Vesting($)

(a)	(b)	(c)	(d)		(e)

Ramani Ayer Chairman and Chief Executive Officer	248,742	12,748,042	51,448 7,567	(3)	3,765,479 734,680

Thomas M. Marra President and Chief Operating Officer, The Hartford	222,441	10,264,563	28,062 5,067	(4)	2,053,858 491,955

Neal S. Wolin President and Chief Operating Officer, Property & Casualty	59,723	2,315,451	11,224 5,166	(5)	821,485 539,589

David M. Johnson Executive Vice President and Chief Financial Officer	—		14,032		1,027,002

John Walters Co-Chief Operating Officer, Hartford Life	52,228	1,623,423	9,354		684,619

David K. Zwiener Executive Vice President	296,190	9,517,169	24,944 15,200	(6) (7)	1,825,651 1,392,880

1): The amounts shown in this column represent the value realized upon the exercise of vested stock options. The value realized is the difference between the fair market value of the Common Stock on the date of exercise and the exercise price of the option. Mr. Johnson did not exercise any stock options during the fiscal year ended December 31, 2007.
2): Performance Share awards granted to the Named Executive Officers on February 17, 2005 vested at the end of the three-year performance period on December 31, 2007. Based on performance relative to financial objectives established at the beginning of the performance period, these awards paid out at the 200% level. The Compensation Committee certified financial performance for these awards at its February 21, 2008 meeting and shares earned under the program, less those shares withheld to cover the tax-withholding obligation, were distributed to the Named Executive Officers on February 26, 2008. The Value Realized on Vesting for these awards is based on the closing stock price on the New York Stock Exchange of Company Common Stock on February 21, 2008.
3): Represents the vesting of one-third of the restricted stock granted to Mr. Ayer on February 18, 2004; the remaining two-thirds of the restricted stock will vest on February 18, 2009.
4): Represents the vesting of one-third of the restricted stock granted to Mr. Marra on February 18, 2004; the remaining two-thirds of the restricted stock will vest on February 18, 2009.
5): Represents the vesting of one-third of the restricted stock granted to Mr. Wolin on May 19, 2004; the remaining two-thirds of the restricted stock will vest on May 19, 2009.
6): Represents the shares distributed to Mr. Zwiener in 2008 for the Performance Shares granted to him in 2005 pursuant to the pro rata vesting provision in his separation agreement.
7): Represents the full vesting of restricted stock granted to Mr. Zwiener on February 18, 2004. One-third of the award vested on February 18, 2007 per the original vesting schedule and the remaining two-thirds vested on August 31, 2007, pursuant to the terms of Mr. Zwiener's separation agreement.

Pension Benefits Table

The table below shows the number of years of service credited, and the actuarial present value of the accumulated pension benefit, as of December 31, 2007 for each of the Named Executive Officers under the Company's pension plans. None of the Named Executive Officers received a benefit from the plans in 2007 (while Mr. Zwiener received a "Vested Benefits Enhancement" in accordance with the terms of his employment agreement upon his separation from employment as described in the footnotes to the Summary Compensation Table—All Other Compensation, he did not receive any benefits from the Company's pension plans).

Name	Plan Name	Number of Years Credited Service(#)	Present Value of Accumulated Benefit($)	Payments During Last Fiscal Year($)


(a)	(b)	(c)	(d)	(e)

Ramani Ayer Chairman and Chief Executive Officer	Retirement Plan for U.S. Employees Excess Pension Plan I	30 30	1,449,180 35,514,460	none none

Thomas M. Marra President and Chief Operating Officer	Retirement Plan for U.S. Employees Excess Pension Plan II	27.58 27.58	665,777 8,720,205	none none

Neal S. Wolin President and Chief Operating Officer, Property & Casualty	Retirement Plan for U.S. Employees Excess Pension Plan II	6.75 6.75	71,657 475,797	none none

David M. Johnson Executive Vice President and Chief Financial Officer	Retirement Plan for U.S. Employees Excess Pension Plan II	6.67 6.67	76,803 571,606	none none

John C. Walters Co-Chief Operating Officer, Hartford Life	Retirement Plan for U.S. Employees Excess Pension Plan II	7.75 7.75	148,720 1,152,310	none none

David K. Zwiener Executive Vice President	Retirement Plan for U.S. Employees Excess Pension Plan I	14.42 14.42	235,253 3,727,702	none none

The pension benefits available to employees generally differ based on when an employee was hired. For employees, including Senior Executives, hired prior to January 1, 2001, the formula currently used in determining retirement benefits is based on a percentage of the employee's final average pay multiplied by the number of the employee's years of credited service. For those employees, including Senior Executives, hired on or after January 1, 2001, benefits are provided in accordance with a cash balance formula and are based on credits made each year to a book entry account established for the benefit of each such employee, and interest credits on that account. The amount credited annually to each employee's account is a stated percentage of the employee's eligible compensation for the year for which the credit is provided. The actual percentage credited will depend on the employee's age at that time. Effective January 1, 2009, the retirement benefits accrued by employees hired prior to 2001 in respect of their service after 2008 will also be determined under this cash balance formula. This change in the manner in which pension benefits are determined was made to allow the Company to have greater control over the costs associated with maintaining the pension plans, but has been phased in for employees who were employed prior to the time of the change in 2001 because of the Company's desire to minimize any potentially adverse impact of the change in manner of determining retirement benefits on longer service employees.

Federal tax law limits the amount of benefits that can be paid and compensation that may be recognized under a tax-qualified retirement plan. Therefore, the Company has both a tax-qualified retirement plan (the Retirement Plan for U.S. Employees) and non-qualified retirement plans (the Excess Pension Plans) for payment of those benefits that cannot be paid from the tax-qualified plan. The practical effect of the Excess Pension Plans is to calculate benefits for all similarly situated

employees on a uniform basis. The material difference between the Excess Pension Plans is that Excess Pension Plan I, under which Mr. Ayer is now the only actively-employed participant, provides for an optional lump sum form of payment, subject to the consent of the Committee, as more fully described below, whereas Excess Pension Plan II, in which other Senior Executives participate, does not provide for such a lump sum payment option other than upon a change of control.

An employee is vested in benefits accrued under the Plans' final average pay formula upon completion of five years of service (for those employees who accrue benefits under the Plans' cash balance formula after January 1, 2008, benefits vest upon completion of three years of service). All of the Named Executive Officers are vested in their accumulated benefits under the Plans. The number of years of service credited for pension purposes is in each case equal to the executive's actual years of service with the Company (the Company's policy is not to grant extra years of service for pension purposes).

Messrs. Ayer, Marra, Zwiener and Walters are covered under the Plans' final average pay formula, applicable to employees hired prior to 2001. The final average pay formula, for eligible employees, will continue to apply with respect to service accrued and compensation paid until December 31, 2008. This formula provides an annual pension, payable in the form of a life annuity commencing as of normal retirement age (age 65) for the participant's lifetime, equal to 2% of the employee's average final pay for each of the first 30 years of credited service, reduced by 1.67% of the employee's primary Social Security benefit for each of the first 30 years of credited service. An employee's average final pay is calculated as the sum of (i) average annual base salary for the 60 calendar months of the last 120 calendar months of service prior to 2009 affording the highest average, plus (ii) average annual bonus payments in the five calendar years of the employee's last ten calendar years of service prior to 2009 affording the highest average. The final average pay formula provides for early retirement pensions for employees who have met all of the following requirements: attained age 50, completed at least 10 years of service, and the sum of their age and service totals 70 or more. For individuals eligible to retire early who have completed at least 15 years of service, early retirement benefits are reduced only for commencement prior to age 60. Mr. Ayer, who is age 60 with 30 years of credited service, is currently eligible to retire and receive an immediate early retirement benefit with no reduction for commencement of that benefit prior to age 65. Messrs. Marra and Walters are not yet eligible to retire early under the Plans. Mr. Zwiener, who separated from employment on August 31, 2007, is entitled to a vested benefit under the Plans which would be reduced for commencement prior to age 65 (Mr. Zwiener's vested benefit could also be reduced by benefits payable under prior plans of ITT). Participants may elect to receive their final average pay formula benefits as a life annuity or in a reduced actuarially-equivalent amount in order to provide for payments to a contingent annuitant, if surviving the participant, for the balance of the contingent annuitant's lifetime equal to 25%, 50%, 75% or 100% of the payments the participant was receiving. The Plans also provide a survivor benefit to a dependent spouse/dependent domestic partner of a participant who retires at or after age 50 with 20 years of service, or who retires with 25 years of service, equal to ¹/2 of the participant's life annuity benefit, provided that the marriage or domestic partnership was in existence for at least five years and commenced prior to age 60; the benefit payable is reduced if the spouse or domestic partner is more than five years younger than the participant. Under the terms of Excess Pension Plan I, Mr. Ayer may also indicate a preference to receive the benefit payable under that Plan in the form of a single discounted lump sum payment, instead of as an annuity, subject to the approval of the Compensation Committee; in accordance with those provisions, Mr. Ayer has indicated his preference to receive such a lump sum payment upon his eventual retirement.

Effective January 1, 2009, Messrs. Ayer, Marra and Walters will become covered under the Plans' cash balance formula, along with other employees hired prior to 2001, with respect to their future pension benefit accruals. They will thus receive their final average pay formula benefit for service through December 31, 2008, plus a cash balance benefit for service after January 1, 2009.

Messrs. Johnson and Wolin are covered under the provisions of the Plans' cash balance formula, applicable to employees hired after January 1, 2001, under which amounts are credited to book entry accounts established for their benefit under the Plans. The amount added to an employee's book entry cash balance account each year is a percentage of the employee's base and bonus compensation, which percentage increases with age, plus an amount representing interest on previously accrued amounts. For participants age 45-49, the pay-related credit is equal to 5.5% of base pay and bonus up to the Social Security Taxable Wage Base ($97,500 in 2007), plus 8.25% above that Wage Base; for participants age 50-54, the pay-related credit is equal to 6.25% of base pay and bonus up to the Wage Base plus 9.375% above it; for participants age 55-59, the pay-related credit is equal to 7% of base pay and bonus up to the Wage Base plus 10.5% above it, and for participants over age 60, the pay-related credit is equal to 7.75% of base pay and bonus up to the Wage Base plus 11.625% above it. The interest credit is determined each year equal to the greater of 3.3% or the 10-year Treasury rate before the start of the year. Account balances under the cash balance formula may be received in the form of a single lump sum payment upon termination of employment, provided that the individual is vested in his or her benefit, or the participant may elect to instead receive an actuarially-equivalent form of life annuity.

For the Named Executive Officers, the present value of their accumulated benefit under each Plan shown in the table above is equal to the actuarial present value, calculated as of December 31, 2007, of the executive's accumulated benefit under that Plan, calculated using the same actuarial assumptions used by the Company for GAAP financial reporting purposes, and assuming that benefits commence as of the executive's earliest unreduced retirement age (immediately for Mr. Ayer, at age 60 for Messrs. Marra and Walters, and at age 65 for Mr. Zwiener under the Plans' final average pay formula; and at age 65 for Messrs. Wolin and Johnson under the Plans' cash balance formula). Those assumptions are a discount rate of 6.25%, the RP-2000 Mortality Table and a life annuity form of payment, except for the Named Executive Officers covered under the Plan's cash balance formula, where a lump sum form of payment is assumed, and for Mr. Ayer under Excess Pension Plan I. As noted above, Mr. Ayer participates in Excess Pension Plan I, under which he has indicated a preference to receive the benefit payable under that Plan in the form of a single discounted lump sum payment upon his eventual retirement. Mr. Ayer can change that preference prior to retirement and elect to receive his benefit in the form of an annuity instead of a lump sum. Payment of a single discounted lump sum benefit to Mr. Ayer is also subject to Compensation Committee approval, which has not yet been provided. The provisions of Excess Pension Plan I regarding the calculation of lump sum payments provide for a discount rate that historically has been significantly lower than the discount rates assumed by the Company for GAAP financial reporting purposes when valuing annuities payable from the Plans. For GAAP financial reporting purposes for 2007, rather than valuing Mr. Ayer's benefit payable from Excess Pension Plan I as an annuity, it is being valued as a lump sum, using the Excess Pension Plan I actuarial assumptions. Those assumptions, as of December 31, 2007, are a discount rate of 3.25% and the 1994 Group Annuity Reserving Table, Projected to 2002 using Scale AA. The discount rate is based on the economic indicators as of December 31, 2007 in context with the selection of assumptions used by the Company for GAAP financial reporting purposes. If Mr. Ayer's benefit were to instead be payable in the form of a life annuity, rather than as a lump sum, the present value of his accumulated benefit under Excess Pension Plan I, calculated as of December 31, 2007, would be $25,567,086, rather than $35,514,460 as shown in the table above.

In the event of a change of control, retired, vested and active participants in Excess Pension Plans I and II automatically receive, in a single lump sum, the present value of the benefit accrued as of the date of the change of control, unless a determination is made that the risk of adverse tax consequences to participants outweighs the benefit to them of an immediate payment. In such event, the Plan provisions regarding the calculation of those lump sum payments provide for different assumptions to be used, including lower discount rates, than have historically been assumed by the Company for GAAP financial reporting purposes. In the event of a change of control, the hypothetical lump sum payouts to Messrs. Marra and Walters would be greater than the accumulated benefit present values set forth in the table above, in Mr. Marra's case by about 10% (a lump sum from Excess Pension Plan II of $9,605,194 in the event of a change of control) and in Mr. Walters's case by about 17% (a lump sum of $1,346,861 from Excess Pension Plan II in the event of a change of control).

Non-Qualified Deferred Compensation Table

Each Named Executive Officer, as well as other executives, may elect to participate in The Hartford Deferred Compensation Plan. Participating employees may defer receipt of all or a portion of any bonus otherwise payable in cash by the Company to the Deferred Compensation Plan. Deferred amounts may be allocated among a selection of hypothetical investment funds offered under the Deferred Compensation Plan and are credited with hypothetical earnings generated by such funds. Deferred amounts and their earnings become distributable in a lump sum or installments, commencing either during employment or after employment terminates, as selected by the executive. Payment of amounts may be accelerated in the event of financial hardship.

In addition, Named Executive Officers, as well as other employees, may contribute to the Company's Excess Savings Plan, a non-qualified plan established as a "mirror" to the Company's tax-qualified 401(k) plan, The Hartford Investment and Savings Plan. The Excess Savings Plan is intended to facilitate payment of amounts not payable under the qualified plan due to tax restrictions. Under the Excess Savings Plan, the Company makes a matching contribution in an amount equal to 50% of an employee's contribution, up to an amount equal to 3% of such employee's base salary. The Company also makes a non-matching contribution equal to one-half of one percent (.005) of the annual base salary of each participant in the plan. Company contributions to the Excess Savings Plan are fully vested. Excess Savings Plan balances are payable in a lump sum following termination of employment.

The notional investment options available to executives under the Excess Savings Plan correspond to the investment options available to participants in the Company's tax-qualified Investment and Savings Plan. The table below shows the funds available under the Excess Savings Plan and their annual rate of return for the calendar year ended December 31, 2007, as reported by the administrator of the Excess Savings Plan.


Name of Fund	Rate of Return	Name of Fund	Rate of Return

The Hartford Financial Services Group, Inc. Stock Fund	-6.50%	Vanguard Target Retirement 2045 Fund	7.47%
Hartford Capital Appreciation HLS Fund	16.83%	Vanguard Target Retirement 2035 Fund	7.49%
Hartford Dividend and Growth HLS Fund	8.26%	Vanguard Target Retirement 2025 Fund	7.59%
Hartford Index Fund	5.52%	Vanguard Target Retirement 2015 Fund	7.55%
Hartford MidCap HLS Fund	15.30%	Vanguard Target Retirement 2005 Fund	8.12%
Hartford Small Company HLS Fund	14.23%	Vanguard Target Retirement Income Fund	8.17%
Hartford Global Growth HLS Fund	25.05%	Hartford High Yield HLS Fund	2.79%
Hartford International Opportunities HLS Fund	27.40%	Hartford Stable Value Fund	5.03%
Hartford Global Health HLS Fund	6.11%	Hartford Total Return Bond HLS Fund	4.67%
Hartford Global Technology HLS Fund	13.86%	Hartford Money Market HLS Fund	4.88%

The notional investment options available to executives under The Hartford Deferred Compensation Plan include the funds available under the Excess Savings Plan, except that The Hartford Financial Services Group, Inc. Stock Fund and the Vanguard funds in the table above are not available notional investment options under the Deferred Compensation Plan and nine publicly-available mutual funds are notional available investment options under the Deferred Compensation Plan. The table below shows these nine additional funds and their annual rate of return for the calendar year ended December 31, 2007, as reported by the administrator of the Deferred Compensation Plan.


Name of Fund	Rate of Return	Name of Fund	Rate of Return

American Funds The Growth Fund of America, Class A	10.95%	Franklin Small Cap Growth Fund II, Class A	3.29%
Putnam Fund for Growth & Income, Class A	-6.17%	American Funds New Perspective Fund, Class A	16.04%
Putnam Voyager Fund, Class A	5.30%	Templeton Foreign Fund, Class A	17.24%
Franklin Mutual Shares Fund, Class A	2.97%	Hartford Advisers HLS Fund	6.64%
Hartford Stock HLS Fund	5.90%

Participants may elect to change their investment elections between the notional investment funds on a daily basis, which corresponds to the frequency allowed for investment election changes under the tax-qualified Investment and Savings Plan.

Further, prior to 2006, Named Executive Officers, as well as other employees, could elect to defer receipt of a portion of a bonus award under The Hartford Deferred Restricted Stock Unit Plan ("Bonus Swap"). In the case of such a deferral, the executive was credited under the Bonus Swap program with a notional Hartford stock account equal to the amount deferred. The executive was also credited with an additional amount equal to 10% of the bonus that had been deferred, which would vest and be payable if the executive remained in the employment of the Company for three years.

The table below shows, for the Named Executive Officers, the aggregate amount of executive and Company contributions to the above plans for 2007, the aggregate earnings credited under those plans during 2007, distributions from those plans, and the total balance of the Named Executive Officers' accounts under the plans as of December 31, 2007.


Name		Executive Contributions in Last FY($)	Registrant Contributions in Last FY($)	Aggregate Earnings in Last FY($)	Aggregate Withdrawals/ Distributions($)	Aggregate Balance at Last FYE($)

(a)		(b)	(c)	(d)	(e)	(f)

Ramani Ayer Chairman and Chief Executive Officer	Deferred Compensation Excess Savings Plan Bonus Swap	— 56,333 —	— 32,958 —	5,426 104,820 —	— — —	56,734 1,613,419 —

Thomas M. Marra President and Chief Operating Officer, The Hartford	Deferred Compensation Excess Savings Plan Bonus Swap	— 45,900 —	— 26,869 —	614,031 73,657 8,208 —	— — 1,017,307	5,195,976 1,191,940 301,844

Neal S. Wolin President and Chief Operating Officer, Property & Casualty	Deferred Compensation Excess Savings Plan Bonus Swap	— 32,459 —	— 18,997 —	155,026 12,585 —	— —	1,902,316 212,946 —

David M. Johnson Executive Vice President and Chief Financial Officer	Deferred Compensation Excess Savings Plan Bonus Swap	— — —	— — —	— — —	— — —	— — —

John Walters Co-Chief Operating Officer, Hartford Life	Deferred Compensation Excess Savings Plan Bonus Swap	— 28,833 —	— 16,896 —	— 22,838 —	— — —	— 385,252 —

David K. Zwiener Executive Vice President	Deferred Compensation Excess Savings Plan Bonus Swap	— 32,175 —	— 18,769 —	— 48,532 —	— — —	— 1,000,334 —

Executive and Company contributions shown in the above chart are the amounts that were added to the applicable plan in respect of the Named Executive Officers' services in 2007. These amounts were included in the Summary Compensation Table for 2007. Amounts shown in the "Aggregate Earnings in Last FY" column in the above chart were not reported in the 2007 Summary Compensation Table, as they represent earnings on notional investment funds available under the tax-qualified Investment and Savings Plan or publicly-available investments. Amounts reported in the "Aggregate Balance at Last FYE" column show the cumulative amount that is credited to each of the Named Executive Officers' accounts under the applicable plan and reflect the sum of contributions made by the officer or the Company over the officer's entire period of service with the Company, as well as the earnings credited on such amounts during such period under the terms of the applicable plan. The reported balances are not amounts provided to the Named Executive Officers for 2007 services. Amounts reported in the "Aggregate Balance at Last FYE" column were reported in prior

year Summary Compensation Tables to the extent they represent executive or Company contributions under the plans, but not to the extent they represent earnings on those contributions.

Potential Payments Upon Termination or Change of Control

The Tier 1 Named Executive Officers have employment agreements with the Company pursuant to which Mr. Ayer is employed as Chairman and Chief Executive Officer, Mr. Marra is employed as President and Chief Operating Officer, Mr. Wolin is employed as Executive Vice President of the Company and President and Chief Operating Officer of the Company's Property and Casualty operations, and Mr. Johnson is employed as Executive Vice President and Chief Financial Officer. Mr. Zwiener who previously served as Executive Vice President of the Company and President and Chief Operating Officer of the Company's Property and Casualty operations also had an employment agreement with the Company. Each of the employment agreements is automatically extended for successive one-year periods unless either party provides the other with written notice of its intention not to renew the agreement at least 15 months prior to any renewal date. In addition, upon the occurrence of a "change of control" as defined in the employment agreements, the terms of the employment agreements are automatically extended for two years after the change of control occurs. The employment agreements provide for annual base salaries for the Tier 1 executives as determined from time to time by the Board of Directors, and their participation in the Company's benefit plans and awards under executive incentive bonus and other programs. While the executive is employed, and for one year after any voluntary termination of employment (other than after a change of control), the executive is subject to non-competition and non-solicitation provisions in favor of the Company. The executive is also subject to a confidentiality provision that continues after termination of the employment agreement. The agreements for Messrs. Johnson and Marra provide that the Company may waive enforcement of the non-competition provision, or may exercise its right to enforce that provision and pay the executive one year of his then current base salary and target bonus. The amounts described below do not contemplate payments associated with non-competition provisions.

Tier 2 Senior Executives, including Mr. Walters, have Key Executive Employment Protection Agreements with the Company, pursuant to which certain benefits are payable in the event of their termination of employment within two years of a change of control.

The following describes the compensation and benefits that would have been payable to each Tier 1 Named Executive Officer, had his employment terminated as of December 31, 2007, under the various scenarios shown, as provided for by their respective employment agreements. The amounts payable to Mr. Zwiener upon his termination of employment with the Company on August 31, 2007 are reflected in column (h) and described in footnote 9, Summary Compensation Table and reflected in column (e) and described in footnote 2, Summary Compensation Table—All Other Compensation.

Voluntary Termination of Employment

Upon a voluntary termination at December 31, 2007, each Named Executive Officer would have been eligible to receive:

•: An annual bonus for 2007 (subject to the discretion of the Compensation Committee). The executive would also receive any accrued but unused paid time off;
•: The Named Executive Officer would have been entitled to exercise stock options to the extent they are vested as of his termination of employment date. The value of the vested options is shown in the Outstanding Equity Awards at Fiscal Year-End Table (the vested options of the Named Executive Officers would need to be exercised within four months of termination of employment, except in the case of Mr. Ayer, who is eligible to retire as of December 31, 2007, and thus could exercise his options within five years of his retirement date but not beyond the expiration date of any option);

•: Outstanding nonvested restricted stock, performance shares and restricted stock units would be cancelled as of the termination of employment date, unless the Compensation Committee were to determine otherwise. Mr. Ayer, as he is eligible to retire as of December 31, 2007, would be entitled to a payment at the end of the performance period or restriction period for his outstanding performance share and restricted stock unit awards, prorated for the portion of the performance period or restriction period during which he was actively employed; and
•: The Named Executive Officer would be entitled to vested pension benefits, as set forth in the Pension Benefits Table, and non-qualified deferred compensation as set forth in the Non-Qualified Deferred Compensation Table. In Mr. Ayer's case, as he is retirement eligible, he would also be entitled to retiree health benefits for himself and his dependents, in accordance with the Company's health plan for retired employees, under which he and the Company would share the cost of that continued coverage. Mr. Ayer would also be eligible for retiree life insurance coverage under the Company's retiree life insurance program.

Involuntary Termination of Employment for Cause

In the event of a Named Executive Officer's involuntary termination of employment for Cause as of December 31, 2007:

•: No annual bonus would be payable for 2007, unless the Compensation Committee determined otherwise. The executive would receive any accrued but unused paid time off;
•: Stock options and any outstanding restricted stock, performance share and restricted stock unit awards would be cancelled (unless the Compensation Committee were to determine otherwise); and
•: Pension and other retiree benefits, and non-qualified deferred compensation, would be payable as set forth above under Voluntary Termination of Employment.

For this purpose, "Cause" is defined in the Tier 1 Named Executive Officers' employment agreements as a termination by the Company for any of the following reasons: (i) conviction of or entering a plea of guilty or nolo contendere to a felony, a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the business of the Company or its affiliates; (ii) engaging in willful misconduct, willful or gross neglect, fraud, misappropriation, embezzlement, or theft; (iii) willfully failing to adhere to the policies and practices of the Company or to devote substantially all time and effort to the affairs thereof, or disobeying the directions of the Board to do so; (iv) breaching the executive's employment agreement in any material respect; (v) being adjudicated in a civil suit to have committed, or acknowledging the commission of, a theft, embezzlement, fraud or other intentional act of dishonesty; or (vi) violating the Code of Conduct of the Company. For a Tier 2 executive, "Cause" for this purpose would be determined by the Compensation Committee.

Involuntary Termination of Employment Other than for Cause

In the event of the involuntary termination of employment of a Named Executive Officer as of December 31, 2007, other than for "Cause," the executive would be eligible to receive:

•: For Tier 1 executives, an annual bonus for 2007 equal to the greater of his 2007 target bonus or his bonus based on actual performance for the year. For a Tier 2 executive, any bonus would be at the discretion of the Compensation Committee. The executive would also receive any accrued but unused paid time off;
•: For a Tier 1 executive, a severance payment in a lump sum equal to twice the sum of his base salary at the time of termination plus his target bonus for the calendar year in which

employment terminates (assumed to be 2007 for this purpose). For a Tier 2 executive, severance payments would be paid over time, equal to 12 months of base pay plus one month for each year of service rounded to the nearest whole year in excess of three years, up to a maximum of 24 months of base pay;

•: For a Tier 1 executive, full vesting of any outstanding restricted stock awards. For a Tier 2 executive, full vesting would only occur if the Compensation Committee determined that the circumstances warranted it; and
•: For a Tier 1 executive, full vesting of outstanding stock options that vest based on the passage of time, to the extent they would have vested during the next two years; outstanding stock options that vest based on stock price would vest when that stock price is achieved, provided the price is achieved during the next two years. The Tier 1 executive would have an additional two years to exercise any vested options beyond the time to exercise such options permitted under the applicable plan (an executive not yet eligible for retirement would have a total of two years and four months to exercise options from the date of termination of employment and an executive eligible for retirement would have a total of seven years to exercise options from the date of termination of employment; but not beyond the date the options would have expired under the terms of the Company's incentive stock plan). For a Tier 2 executive, unvested options would be forfeited if not vested by the time that severance payments cease, unless the Compensation Committee determined otherwise, and vested options would be exercisable for four months following the end of severance payments.

Performance shares and restricted stock units would be addressed as described above under Voluntary Termination of Employment (for a Tier 2 executive, the period of receipt of severance payments would be taken into account in determining the executive's entitlement to performance shares or restricted stock units).

Pension and other retiree benefits, and non-qualified deferred compensation, would be payable as set forth above under Voluntary Termination of Employment. In addition, because the assumed date of termination of employment is prior to July 1, 2009, a Tier 1 executive would receive a lump sum equal to the value of the additional retirement benefits the executive would have earned had he remained in service until the second anniversary of his termination date, calculated as if the severance pay were pensionable compensation. The executive and his dependents would also be covered under Company health and life benefits until the second anniversary of the termination date, as if the executive was still actively employed, so long as the executive is not covered for comparable benefits by a subsequent employer. For a Tier 2 executive, participation in the Company's pension plans would continue for the period of receipt of periodic severance payments, with severance pay recognized as pensionable compensation, and Company health and life benefits would continue for the same period.

The following table illustrates the additional amounts, over and above those payable in the event of a voluntary termination, that would have been payable to each of the Named Executive Officers if his employment had been terminated involuntarily other than for Cause as of December 31, 2007:


Name	Cash Severance ($)(1)	2007 Actual Bonus ($)(2)	Value of Accelerated Stock Option Vesting ($)(3)	Value of Accelerated Performance Share Vesting ($)(4)	Value of Accelerated Restricted Stock Vesting ($)(5)	Value of Restricted Stock Unit Vesting ($)(6)	Value of Additional Pension Benefits ($)(7)	Value of Benefits Continuation and Outplacement ($)(8)	Total Termination Benefits ($)

Ramani Ayer	6,000,000	3,250,000	—	—	2,418,040	—	591,375	57,219	12,316,634

Thomas M. Marra	5,000,000	2,265,000	848,293	—	883,496	—	11,841,255	57,219	20,895,263

Neal S. Wolin	3,600,000	1,620,000	341,111	—	901,021	—	338,226	60,898	6,861,256

David M. Johnson	2,986,000	1,500,000	427,643	—	1,220,660	—	304,369	57,219	6,495,891

John C. Walters	991,667	875,000	123,383	482,074	1,048,721	900,323	152,570	56,723	4,630,461

1): The amounts in this column represent for each Tier 1 executive the lump sum cash severance equal to twice the sum of his individual base salary at December 31, 2007 plus his 2007 target bonus. For Mr. Walters, the amount in this column represents periodic severance payments equal to 17 months of base pay.
2): The amounts in this column represent for each Tier 1 executive the actual bonus earned based on performance for 2007. For Mr. Walters, the amount in this column represents his target bonus, which is a reasonable estimate of a possible bonus payment (the bonus payment could range from $0 to twice the target amount).
3): The amounts in this column represent the value of accelerated stock option vesting based on the Company share price as of December 31, 2007. Mr. Ayer, who is eligible to retire on December 31, 2007, would be fully vested upon a voluntary termination of employment, and would have a further five years to exercise his vested options unless those options would otherwise expire earlier; therefore, no additional amount is shown for Mr. Ayer. The values for Messrs. Marra, Wolin and Johnson are based on the acceleration of 100% of the February 17, 2005 and February 15, 2006 grants, as set forth in the Outstanding Equity Awards at Fiscal Year-End Table; those executives would have a further two years beyond the regular vesting period to exercise their vested options. For Mr. Walters, the amount in this column represents the value of those options that would vest during the period that he would be receiving periodic severance payments.
4): Performance share awards would be cancelled as of the termination of employment date, unless the Compensation Committee were to determine otherwise. Mr. Ayer, who is eligible to retire on December 31, 2007, would receive a prorated portion of his unvested performance shares. As of December 31, 2007, Mr. Ayer would receive two-thirds of his 2006 performance share target in the amount of $1,483,393 and one-third of his 2007 performance share award target in the amount of $660,987. These amounts were calculated as the number of performance shares awarded multiplied by the New York Stock Exchange closing price per share of the Company's Common Stock on December 31, 2007. Payments would be made at the end of the applicable performance period associated with each award. For Mr. Walters, the amount in this column represents the value of those performance shares that would vest during the period that he would be receiving periodic severance payments, based on the New York Stock Exchange closing price per share of the Company's Common Stock on December 31, 2007.
5): The amounts in this column represent for each Named Executive Officer the value of accelerated restricted stock vesting, based on the New York Stock Exchange closing price per share of the Company's Common Stock on December 31, 2007. For Mr. Walters, the amount in this column represents the value of the restricted stock that would vest during the period that he would be receiving periodic severance payments, based on the New York Stock Exchange closing price per share of the Company's Common Stock on December 31, 2007.
6): Restricted stock unit awards would be cancelled as of the termination of employment date, unless the Compensation Committee were to determine otherwise. Mr. Ayer, who is eligible to retire on December 31, 2007, would receive a prorated portion of his unvested restricted stock units. As of December 31, 2007, Mr. Ayer would receive approximately 97% (35 months out of 36 month performance period) of his 2005 restricted stock units in the amount of $2,293,211, 64% (23 months out of 36 month performance period) of his 2006 restricted stock units in the amount of $1,390,210 and 30% (11 months out of 36 month performance period) of his 2007 restricted stock units in the amount of $577,588. These amounts were calculated as the prorated number of restricted stock units in each award multiplied by the New York Stock Exchange closing price per share of the Company's Common Stock on December 31, 2007. Payments would be made at the end of the applicable restriction period associated with each award. For Mr. Walters, the amount in this column represents the value of the restricted stock units that would vest during the period that he would be receiving periodic severance

payments, based on the New York Stock Exchange closing price per share of the Company's Common Stock on December 31, 2007.

7): For Tier 1 executives, the amounts in this column represent the lump sum equal to the present value of additional retirement benefits the executive would have earned had he remained in service until the second anniversary of the assumed termination date, calculated as if the severance pay were pensionable compensation. This benefit only applies in the event of a termination of employment prior to July 1, 2009. For Mr. Walters, the amount in this column represents the present value of the additional retirement benefits he would earn based on continued participation in the Company's pension plans while in receipt of periodic severance payments thereby receiving pension credit for an additional 17 months, calculated as if the severance pay were pensionable compensation.
8): The amounts in this column represent the sum of a) the estimated cost of coverage of the executive and his dependents under Company health and life benefit plans until, for Tier 1 executives, the second anniversary of the termination date and, for Mr. Walters, through the end of the periodic severance pay period, and b) an estimated value of $45,000 for executive outplacement services for each Named Executive Officer.

Termination Due to Death or Disability

In addition to the amounts indicated above under "Voluntary Termination of Employment," the executive would be entitled to short and long term disability benefits, if he is disabled in accordance with the terms of the applicable plan. While in receipt of disability benefits prior to attaining age 65, the executive would earn additional pension benefits. The executive could also continue participation in Company health benefit and life insurance plans.

In the event of the executive's death, a $25,000 Company-paid life insurance benefit would be payable in addition to whatever voluntary group term life insurance coverage is in effect with respect to the executive. In addition, a survivor's benefit would be payable with respect to the executive's accumulated pension benefit under the terms of the Company's pension plans. In the case of Mr. Ayer, who is retirement eligible, his eligible dependents could elect to continue Company health benefit coverage.

In the event of either death or disability, a prorated portion of outstanding restricted stock awards would become vested, as would a prorated portion of outstanding performance shares and restricted stock units. All outstanding stock options would become fully vested.

In accordance with the terms of each Tier 1 executive's employment agreement, in the event of the executive's death or disability as of December 31, 2007, the executive would receive an annual bonus for 2007 equal to the greater of his 2007 target bonus or his bonus based on actual performance for the year, as described above under "Involuntary Termination Other than for Cause." In addition, in the event of the executive's disability, health and life benefits would be continued for the executive and his dependents for two years as if the executive was still actively employed (for three years, if the disability were to occur within the three years following a Change of Control). In accordance with a Tier 2 executive's Key Executive Employment Protection Agreement, in the event of a Tier 2 executive's disability within two years following a Change of Control, health and life benefits would be continued for the executive and his dependents for two years as if the executive was still actively employed. For purposes of these provisions, disability is defined more broadly than under the Company's generally applicable disability plans, so that a Tier 1 executive is also deemed disabled if the Board of Directors determines that the executive has been incapable of substantially carrying out his duties on account of physical, mental or emotional incapacity resulting from injury, sickness or disease for a period of at least four consecutive months, or for more than six months in any 12 month period. The effect of this provision is to provide the Board with greater flexibility in terminating a disabled executive, without the termination resulting in payments that would be due if the termination of employment were instead characterized as an involuntary termination of employment other than for cause. In the event of a Tier 2 executive's death or disability, any bonus for the year of death or disability would be at the discretion of the Compensation Committee.

Benefits Payable Upon A Change of Control

In accordance with the provisions of the Incentive Stock Plans, upon a Change of Control, for all Named Executive Officers unvested stock options would immediately vest and become exercisable, and all outstanding stock options would be exercisable for the remainder of their original term. The restrictions applicable to shares of restricted stock or to restricted stock units would lapse and the awards would be immediately payable. The performance objectives associated with any outstanding Performance Share awards would be deemed to have been satisfied and the awards would be immediately payable. In addition, as described following the Pension Benefits Table on page 42, the present value of the benefits accrued under Excess Pension Plans I and II as of the date of the Change of Control would be paid out in a lump sum in accordance with the provisions of those plans.

Involuntary Termination of Employment Other than for Cause, or Termination for "Good Reason", Following a Change of Control

In the event that a Named Executive Officer's employment were to be terminated involuntarily (other than for Cause) within two years following a Change of Control, or if the executive were to terminate his employment during that period for "Good Reason," then the following benefits would be payable to the executive:

•: The executive would be eligible to receive an annual bonus for 2007 equal to the greater of his target bonus for 2007 or his actual bonus based on performance for the year. The executive would also receive any accrued but unused paid time off;
•: The executive would receive a severance payment in a lump sum equal to three times (two times, in the case of a Tier 2 executive) the sum of his base salary at the time of termination plus his target bonus for the calendar year in which employment terminates (assumed to be 2007 for this purpose);
•: As described above, upon the Change of Control, unvested stock options would immediately vest and become exercisable. All outstanding stock options would be exercisable for the remainder of their original term. The restrictions applicable to shares of restricted stock or to restricted stock units would lapse and the awards would be immediately payable. The performance objectives associated with any outstanding Performance Share awards would be deemed to have been satisfied and the awards would be immediately payable;
•: Upon the Change of Control, as described following the Pension Benefits Table on page 42, the present value of the benefits accrued under Excess Pension Plans I and II as of the date of the Change of Control would be paid out in a lump sum in accordance with the provisions of those plans when the Change of Control occurred. In addition, in the event that the termination of employment occurs prior to July 1, 2009, the Named Executive Officer would receive a lump sum equal to the present value of the additional retirement benefits the executive would have earned had he remained in service until the third anniversary of his termination date (second anniversary of his termination date for a Tier 2 executive), calculated as if the severance pay were pensionable compensation, and would qualify for retiree medical benefits he would have received if he had remained in service an additional three years (two years for a Tier 2 executive). The executive and his dependents would also be covered under Company health and life benefits until the third anniversary of the termination date (second anniversary for a Tier 2 executive), as if the executive was still actively employed, so long as the executive is not covered for comparable benefits by a subsequent employer;
•: A tax-reimbursement payment, to compensate the executive for any additional taxes that he might owe as a result of the excise tax imposed by Section 4999 of the Internal Revenue Code; and

•: Outplacement services for 12 months.

For this purpose, a "Change of Control" is generally defined as:

(i): the filing of a report with the Securities and Exchange Commission disclosing that a person is the beneficial owner of twenty percent or more of the outstanding stock of the Company entitled to vote in the election of directors of the Company;
(ii): a person purchases shares pursuant to a tender offer or exchange offer to acquire stock of the Company (or securities convertible into stock) entitled to vote in the election of directors of the Company, provided that after consummation of the offer, the person is the beneficial owner of fifteen percent or more of the outstanding stock of the Company entitled to vote in the election of directors of the Company;
(iii): a merger, consolidation, recapitalization or reorganization of the Company approved by the stockholders of the Company, other than in a transaction immediately following which the persons who were the beneficial owners of the outstanding securities of the Company entitled to vote in the election of directors of the Company immediately prior to such transaction are the beneficial owners of at least 55% of the total voting power represented by the securities of the entity surviving such transaction entitled to vote in the election of directors of such entity in substantially the same relative proportions as their ownership of the securities of the Company entitled to vote in the election of directors of the Company immediately prior to such transaction;
(iv): a sale, lease, exchange or other transfer of all or substantially all the assets of the Company approved by the stockholders of the Company; or
(v): within any 24 month period, the persons who were directors of the Company immediately before the beginning of such period (the "Incumbent Directors") cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, provided that any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director (A) was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of this clause (v), and (B) was not designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (iii) or (iv) above.

For this purpose, "Cause" is defined in the Named Executive Officers' employment agreements as the termination of the executive's employment due to (i) the executive's conviction of a felony; (ii) an act or acts of extreme dishonesty or gross misconduct on the executive's part which result or are intended to result in material damage to the Company's business or reputation; or (iii) repeated material violations by the executive of the obligations of his position, which violations are demonstrably willful and deliberate on the executive's part and which result in material damage to the Company's business or reputation.

For this purpose, "Good Reason" is generally defined as any of the following occurring after a Change of Control:

(i): the assignment to the executive of any duties inconsistent in any material adverse respect with the executive's position, duties, authority or responsibilities, or any other material adverse change in position, including titles, authority or responsibilities;
(ii): any failure by the Company to comply with any of the provisions of the employment agreement regarding compensation, benefits, perquisites or expenses at a level at least equal to that in effect immediately preceding the Change of Control, other than an insubstantial or inadvertent failure remedied by the Company promptly after receipt of notice;

(iii): the Company's requiring the executive to be based at any office or location more than 25 miles from the location at which he performed his services prior to the Change of Control;
(iv): a failure by the Company to obtain the assumption of the executive's employment agreement by a successor; or
(v): an attempt by the Company to terminate the executive's employment for cause that is determined by the Board, or in a proceeding pursuant to the employment agreement, not to constitute a termination for cause.

The following table illustrates the additional amounts, over and above those payable in the event of a voluntary termination, that would be payable to a Named Executive Officer had his employment been terminated involuntarily (other than for Cause), or if the executive were to terminate his employment for "Good Reason," within two years of a Change of Control, as of December 31, 2007:

Name	Cash Severance ($)(1)	2007 Actual Bonus ($)(2)	Value of Accelerated Stock Option Vesting ($)(3)	Value of Accelerated Performance Share Vesting ($)(4)	Value of Accelerated Restricted Stock Vesting ($)(5)	Value of Restricted Stock Unit Vesting ($)(6)	Value of Additional Pension Benefits ($)(7)	Value of Benefits Continuation and Outplacement ($)(8)	Gross-up Payment for 280G Excise Tax ($)(9)	Total Change in Control Benefits


Ramani Ayer	9,000,000	3,250,000	—	2,063,671	2,418,040	2,163,991	891,522	63,329	—	19,850,553

Thomas M. Marra	7,500,000	2,265,000	848,293	2,427,893	883,496	3,629,863	11,918,886	198,326	10,795,316	40,467,073

Neal S. Wolin	5,400,000	1,620,000	341,111	1,308,548	901,021	1,773,893	498,594	68,847	3,538,730	15,450,744

David M. Johnson	4,479,000	1,500,000	427,643	1,366,180	1,220,660	1,960,708	452,275	63,329	2,881,358	14,351,153

John C. Walters	3,150,000	1,524,000	123,383	1,052,209	1,746,241	1,443,838	332,544	61,550	—	9,433,765

1): The amounts in this column represent for each Named Executive Officer the lump sum cash severance equal to three times (two times for Mr. Walters) the sum of the base salary at December 31, 2007 plus the 2007 target bonus.
2): The amounts in this column represent for each Named Executive Officer the actual bonus earned based on performance for 2007.
3): The amounts in this column represent the value of accelerated stock option vesting, calculated as the number of unvested stock options multiplied by the difference between the New York Stock Exchange closing price per share of the Company's Common Stock on December 31, 2007 and the exercise price of the stock options. As Mr. Ayer's options would be fully vested upon a voluntary termination of employment, because he is eligible to retire on December 31, 2007, no additional amount is shown for Mr. Ayer. The values for Messrs. Marra, Wolin, Johnson, and Walters are based on the acceleration of 100% of the February 17, 2005, February 15, 2006 and February 27, 2007 grants, as set forth in the Outstanding Equity Awards at Fiscal Year-End Table.
4): The amounts in this column represent the value of accelerated vesting for the 2006 and 2007 performance share awards. The value shown for Mr. Ayer, who is eligible to retire on December 31, 2007, represents the difference between the total accelerated value of the 2006 and 2007 performance share awards of $4,208,051 and the prorated accelerated value for 2006 and 2007 performance share awards that would have been due Mr. Ayer as a retirement eligible employee of $2,144,380. These amounts were calculated based on the number of performance shares awarded multiplied by the New York Stock Exchange closing price per share of the Company's Common Stock on December 31, 2007.
5): The amounts in this column represent for each Named Executive Officer the value of the accelerated vesting of all unvested restricted stock awards as of December 31, 2007. These amounts were calculated based on the number of shares of restricted stock multiplied by the New York Stock Exchange closing price per share of the Company's Common Stock on December 31, 2007.
6): The amounts in this column represent the value of accelerated vesting for the 2005, 2006 and 2007 restricted stock unit awards. The value stated for Mr. Ayer, who is eligible to retire on December 31, 2007, represents the difference between the total accelerated value of the 2005, 2006 and 2007 restricted stock unit awards of $6,425,000 and the prorated accelerated value for 2006 and 2007 performance share awards that would have been due Mr. Ayer as a retirement eligible employee of $4,261,009.
7): The amounts in this column represent the lump sum equal to the value of additional retirement benefits each Named Executive Officer would have earned had he remained in service until the third anniversary of the assumed termination of employment date (second anniversary, in the case of Mr. Walters), calculated as if the severance pay were pensionable compensation. This benefit only applies in the event of a termination of employment prior to July 1, 2009. The lump sum amounts shown are payable in addition to the retirement benefits accrued under the terms of the retirement plans. As described following the Pension Benefits Table on page 42, the present value of the benefits accrued under Excess Pension Plans I and II as of the date of a Change of Control would be paid out in a lump sum in accordance with the provisions of those plans when the Change of Control occurred.
8): The amounts in this column represent the sum of a) estimated cost of coverage of the executive and his dependents under Company health and life benefit plans until the third anniversary of the termination date (second anniversary in the case of Mr. Walters); b) an estimated value of $45,000 for executive outplacement services for each Named Executive Officer; and c) for Mr. Marra, who becomes eligible to receive retirement benefits within three years of the assumed termination date, the estimated value of retiree medical benefits he would be eligible to receive if he remained in service an additional three years.
9): The amounts in this column represent the estimated tax-reimbursement payment to compensate the Named Executive Officer for additional taxes that he might owe as a result of the "golden parachute" excise tax imposed by Section 4999 of the Internal Revenue Code.

DIRECTOR COMPENSATION

Compensation of Directors

The Company uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board of Directors, as described below.

Standard Fees. Members of the Board who are employees of the Company or its subsidiaries are not compensated for service on the Board or any of its Committees. Compensation for non-employee directors for the period beginning on May 16, 2007, the date of the 2007 annual meeting, and ending on May 21, 2008, the date of the 2008 Annual Meeting, consists of the following: an annual equity award of $150,000, payable solely in restricted shares of Common Stock, granted pursuant to The Hartford 2005 Incentive Stock Plan, as described below; an annual retainer of $45,000, payable in cash; a $2,500 fee for each meeting of the Board attended, payable in cash; and a $2,000 fee for each Committee meeting attended (whether or not a director is a member of that particular Committee), payable in cash. In addition, each non-employee Committee chairperson receives an annual cash retainer of $10,000; the cash retainer for the Audit Committee and the Compensation and Personnel Committee chairpersons is $25,000. Directors are reimbursed for travel and related expenses they incur in connection with their serving on the Board and its Committees, and are provided with life insurance and accidental death and dismemberment coverage, as described below.

Restricted Stock Awards. Non-employee directors receive grants of shares of restricted Common Stock as partial payment for their services. In 2007, grants of restricted shares of Common Stock were made on May 16, 2007, the date of the Company's 2007 annual meeting of shareholders. The number of shares of each award of restricted stock was determined by dividing $150,000 by the closing price of the Common Stock as reported on the New York Stock Exchange as of the date of the award.

Non-employee directors receiving shares of restricted Common Stock may not sell, assign or otherwise dispose of the restricted shares until the restriction period ends. The restriction period lapses on the third anniversary of the grant date. To the extent any of the following events occur prior to the third anniversary of the grant date, the restriction period shall end with respect to all of the restricted shares currently held by a non-employee director: (i) the director's retirement at age 72, (ii) a "change of control" (as defined in the plan) of the Company, (iii) the director's death, or (iv) the director's disability (as defined in the plan). In the event the director's Board service otherwise terminates prior to the lapse of the restriction period, the shares of restricted Common Stock will be forfeited, unless the Compensation and Personnel Committee, in its sole discretion, consents to waive any remaining restrictions.

Deferred Compensation. Each non-employee director may elect to participate in The Hartford Deferred Compensation Plan (the "Deferred Compensation Plan"). Participating non-employee directors may defer receipt of all or a portion of any cash compensation otherwise payable by the Company for service on the Board, including annual cash retainers for directors and Committee chairpersons and meeting fees. Deferred amounts may be allocated among a selection of hypothetical investment funds offered under the Deferred Compensation Plan and are credited with hypothetical earnings generated by such funds. Deferred amounts and their earnings become distributable on the date selected by the non-employee director as permitted under the Deferred Compensation Plan.

In addition, non-employee directors may participate in The Hartford 2005 Incentive Stock Plan and defer all or a portion of any cash compensation through an investment in Company Common Stock.

Insurance. The Company provides each non-employee director with $100,000 of group life insurance coverage and $750,000 of accidental death and dismemberment and permanent total disability coverage while he or she serves on the Board. Non-employee directors may purchase additional

accidental death and dismemberment and permanent total disability coverage under The Hartford voluntary accidental death and dismemberment plan for non-employee directors and their dependents.

Stock Ownership Guidelines and Restrictions on Trading Applicable to Non-Employee Directors. The Board has established stock ownership guidelines, for each non-employee director to obtain, by the later of May 18, 2008 or the third anniversary of the director's appointment to the Board, an ownership position in the Company's Common Stock equal to five times his or her annual cash retainer. The Company's policy on insider trading permits directors to engage in transactions involving the Company's equity securities only (1) during "trading windows" of limited duration following the Company's filings with the SEC of its periodic reports on Forms 10-K and 10-Q and (2) following a determination by the director that he or she is not in possession of material nonpublic information. In addition, the Company has the ability under its insider trading policy to suspend trading by directors in its equity securities if the Company becomes aware of relevant material, nonpublic information.

Director Summary Compensation Table

The following table sets forth the compensation paid by the Company to non-employee directors for the fiscal year ending December 31, 2007.

Name	Fees Earned or Paid in Cash($)	Stock Awards($)(1)	Option Awards($)(2)	All Other Compensation ($)	Total($)


(a)	(b)	(c)	(d)	(g)	(h)


Charles B. Strauss	124,000	136,290	3,333	1,704	265,327

Edward J. Kelly, III	93,000	128,706	3,333	1,188	226,227

Gail J. McGovern	100,500	125,263	3,333	1,428	230,524

H. Patrick Swygert	108,500	128,706	3,333	1,704	242,243

Michael G. Morris	107,000	116,605	8,333	1,704	233,642

Paul G. Kirk, Jr.	126,000	128,706	3,333	2,436	260,475

Ramon de Oliveira	88,000	106,995	—	1,188	196,183

Robert W. Selander	103,000	128,706	3,333	1,428	236,467

Trevor Fetter	109,750	50,010	—	1,092	160,852

1): The amounts shown in this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2007, in accordance with FAS 123(R) of restricted stock awards pursuant to The Hartford Restricted Stock Plan for Non-Employee Directors and The Hartford 2005 Incentive Stock Plan and thus include amounts from awards granted in and prior to 2007. The fair values of awards shown in this column are measured as of the grant date and are expensed ratably over the awards' vesting periods. Amounts included in this column are not reduced for estimated forfeiture rates during the applicable vesting periods. The FAS 123(R) grant date value of the restricted shares of Common Stock awarded to the non-employee directors on May 16, 2007 was $150,020, calculated as 1,427 shares multiplied by the New York Stock Exchange closing price per share of the Company's Common Stock on that date of $105.13.
2): The amounts shown in this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2007, in accordance with FAS 123(R) of stock option awards to non-employee directors pursuant to the Company's incentive stock plans and thus include amounts from awards granted prior to 2007. Assumptions used in the calculation of these amounts are included in footnote 18 to the Company's audited financial statements for the fiscal year ended December 31, 2007 included in the Company's 2007 Annual Report on Form 10-K. Amounts included in this column are not reduced for estimated forfeiture rates during the applicable vesting periods.

Director Compensation Table—Outstanding Equity

The following table shows outstanding stock option awards classified as exercisable (vested) and unexercisable (unvested) as of December 31, 2007 for the Company's non-employee directors. The table also shows number and value of any unvested or unearned equity awards outstanding as of December 31, 2007 for the Company's non-employee directors, assuming a market value of $87.19, the closing stock price on the New York Stock Exchange of Company Common Stock on December 31, 2007.

	Option Awards				Stock Awards


Name	Number of Securities Underlying Unexercised Options (#) Exercisable (1)	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(2)	Market Value of Shares or Units of Stock That Have Not Vested ($)

(a)	(b)	(c)	(e)	(f)	(g)	(h)

Ramon de Oliveira					1,052 1,708 1,427	91,724 148,921 124,420

Trevor Fetter					670 1,427	58,417 124,420

Edward J. Kelly, III	2,644 2,448 5,080 2,731		66.10 65.85 37.37 65.99	5/16/2011 2/23/2012 2/22/2013 2/20/2014	1,010 404 1,403 1,708 1,427	88,062 35,225 122,328 148,921 124,420

Paul G. Kirk, Jr.	2,000 2,000 2,000 922 2,884 2,448 5,080 2,731		55.91 64.19 56.44 55.70 62.07 65.85 37.37 65.99	5/23/2008 5/22/2009 5/20/2010 5/22/2009 2/23/2011 2/23/2012 2/22/2013 2/20/2014	1,010 404 1,403 1,708 1,427	88,062 35,225 122,328 148,921 124,420

Gail J. McGovern	3,267 2,731		50.62 65.99	6/21/2013 2/20/2014	658 404 1,403 1,708 1,427	57,371 35,225 122,328 148,921 124,420

Michael G. Morris	1,145		67.19	12/18/2014	165 1,403 1,708 1,427	14,386 122,328 148,921 124,420

Robert W. Selander	2,000 2,000 2,000 922 2,884 2,448 5,080 2,731		55.91 64.19 56.44 55.70 62.07 65.85 37.37 65.99	5/23/2008 5/22/2009 5/20/2010 5/22/2009 2/23/2011 2/23/2012 2/22/2013 2/20/2014	1,010 404 1,403 1,708 1,427	88,062 35,225 122,328 148,921 124,420

Charles B. Strauss	961 2,448 5,080 2,731		62.07 65.85 37.37 65.99	12/20/2011 2/21/2012 2/22/2013 2/20/2014	1,768 404 1,403 1,708 1,427	154,152 35,225 122,328 148,921 124,420

H. Patrick Swygert	1,000 1,000 1,000 461 1,442 1,224 2,540 2,731		55.91 64.19 56.44 55.70 62.07 65.85 37.37 65.99	5/23/2008 5/22/2009 5/20/2010 5/22/2009 2/23/2011 2/23/2012 2/22/2013 2/20/2014	1,010 404 1,403 1,708 1,427	88,062 35,225 122,328 148,921 124,420

1): Non-employee directors no longer receive stock option awards as part of their compensation for Board service. Stock option awards granted in 2004 to the Company's non-employee directors vested at the cumulative rate of one-third per year for the first three years from the date of the grant. Stock options granted to non-employee directors expire 10 years and 2 days from the grant date.
2): The amounts shown in columns (g) and (h) represent outstanding, unvested awards of restricted stock to the Company's non-employee directors. Awards granted in 2003 vest on the fifth anniversary of the grant date. Awards granted in 2004 vest as follows: one-third of the shares vest on the third anniversary of the grant and the remaining two-thirds of the shares vest on the fifth anniversary of the grant. Awards granted in 2005, 2006 and 2007 vest on the third anniversary of the grant date. Dividends are payable on outstanding restricted stock awards in the same amount and to the same extent as dividends paid to holders of the Company's Common Stock.

COMMON STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS
AND CERTAIN SHAREHOLDERS

Directors and Executive Officers

The following table shows as of March 24, 2008 the number of shares of Common Stock beneficially owned by each director and nominee for election as a director, by each of the Named Executive Officers, and by the directors and all Section 16 executive officers of the Company as a group:

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percentage of the Total Outstanding Shares of Common Stock
Ramani Ayer	1,288,624	*
Ramon de Oliveira	5,795	*
Trevor Fetter	2,097	*
David M. Johnson	362,136	*
Edward J. Kelly, III	22,231	*
Paul G. Kirk, Jr.	32,938	*
Thomas M. Marra	503,764	*
Gail J. McGovern	11,800	*
Michael G. Morris	11,446	*
Robert W. Selander	32,241	*
Charles B. Strauss	19,722	*
H. Patrick Swygert	21,067	*
John Walters	92,323	*
Neal S. Wolin	85,658	*
David K. Zwiener	191,595	*
All directors and Section 16 officers as a group (21 persons)	2,939,956	*

*: Less than one percent
(1): All shares of Common Stock are owned directly except as otherwise indicated below. Pursuant to regulations of the SEC, shares of Common Stock (i) that may be acquired by directors and executive officers upon the exercise of stock options exercisable within 60 days after March 24, 2008, (ii) allocated to the accounts of directors and executive officers under the Company's Investment and Savings Plan and Excess Savings Plan based on a valuation of plan accounts as of March 24, 2008, (iii) held by directors and executive officers under the Company's Employee Stock Purchase Plan, Deferred Restricted Stock Unit Plan and Dividend Reinvestment and Cash Payment Plan as of March 24, 2008, (iv) owned by a director's or an executive officer's spouse or minor child, (v) that have been granted under The Hartford Incentive Stock Plan, The Hartford 2005 Incentive Stock Plan or The Hartford Restricted Stock Plan for Non-Employee Directors and are restricted, or (vi) that may be acquired by directors and executive officers upon the vesting of restricted stock units awarded pursuant to The Hartford Incentive Stock Plan or The Hartford 2005 Incentive Stock Plan are deemed to be beneficially owned by such directors and executive officers as of such date and are included in the number of shares listed in the table above. Of the number of shares of Common Stock shown above, the following represent shares that may be acquired upon exercise of stock options that are exercisable as of March 24, 2008 or within 60 days thereafter by: Mr. Ayer, 1,039,538 shares; Mr. Johnson, 280,084 shares; Mr. Kelly, 12,903 shares; Mr. Kirk, 20,065 shares; Mr. Marra, 323,799 shares; Ms. McGovern, 5,998 shares; Mr. Morris, 1,145 shares; Mr. Selander, 20,065 shares; Mr. Strauss, 11,220 shares; Mr. Swygert, 11,398 shares; Mr. Walters, 38,330 shares; Mr. Wolin, 36,680 shares; Mr. Zwiener, 117,668 shares; and all directors and Section 16 executive officers as a group, 1,913,156 shares.

Certain Shareholders

The following table shows those persons known to the Company as of March 24, 2008 to be the beneficial owners, as of December 31, 2007, of more than 5% of the Common Stock. In furnishing the information below, the Company has relied on information filed with the SEC by the beneficial owners.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
State Street Bank and Trust Company One Lincoln Street Boston, MA 02111	18,741,210	(1)	5.97	%
FMR LLC 82 Devonshire Street Boston, MA 02109	18,168,622	(2)	5.79	%
Mutuelles AXA 26, rue Drouot 75009 Paris, France	15,879,646	(3)	5.1	%

1): This information is based solely on information contained in a Schedule 13G filed with the SEC on February 12, 2008 by State Street Bank and Trust Company ("State Street") to report that it was the beneficial owner of 18,741,210 shares of Common Stock as of December 31, 2007. State Street has the sole power to vote or to direct the vote with respect to 11,229,210 of such shares and sole power to dispose or to direct the disposition of 0 shares of such shares.
2): This information is based solely on information contained in a Schedule 13G/A filed with the SEC on February 14, 2008 by FMR LLC ("FMR") and Edward C. Johnson, 3d to report that they were the beneficial owners of 18,168,622 shares of Common Stock as of December 31, 2007. FMR has the sole power to vote or to direct the vote with respect to 883,382 of such shares, and the sole power to dispose or to direct the disposition of 18,168,662 shares. FMR is the parent to various subsidiaries that are beneficial owners of Common Stock, including Fidelity Management & Research Company, which serves as an investment adviser to various investment companies. Members of the Edward C. Johnson, 3d family own approximately 49% of the voting power of FMR. Mr. Johnson is Chairman of FMR.
3): This information is based solely on information contained in a Schedule 13G filed with the SEC on February 14, 2008 by (i) AXA Assurances I.A.R.D. Mutuelle; AXA Assurances Vie Mutuelle; and AXA Courtage Assurance Mutuelle (collectively the "Mutuelles AXA") (ii) AXA and (iii) AXA Financial, Inc: Mutuelles AXA control AXA, which is the parent holding company of AXA Financial, which is the parent holding company of AllianceBernstein L.P. ("Alliance"), an investment adviser, and AXA Equitable Life Insurance Company ("AXA Equitable"), an insurance company and an investment adviser. Shares include: (a) 14,806,662 shares held by Alliance on behalf of client discretionary investment advisory accounts; (b) 8,451 shares held by AXA Equitable; (c) 959,483 shares held by AXA Rosenberg Investment Management LLC, an affiliate of AXA Financial; (d) 24,000 shares held by AXA Framlington, an affiliate of AXA Financial; (e) 17,800 shares held by Winterthur, an affiliate of AXA Financial; (f) 43,900 shares held by AXA Konzern AG (Germany), an affiliate of AXA Financial; and (g) 19,332 shares held by AXA Investment Managers Paris (France), an affiliate of AXA Financial.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and designated Section 16 executive officers, and persons who own more than 10% of a registered class of the Company's equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Section 16 officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based upon a review of filings with the Securities and Exchange Commission and written representations that no other reports were required, we believe that all of our directors and Section 16 executive officers complied with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 during 2007.

OTHER INFORMATION

As of the date of this Proxy Statement, the Board of Directors has no knowledge of any business that will be properly presented for consideration at the Annual Meeting other than that described above. As to other business, if any, that may properly come before the Annual Meeting, the proxies will vote in accordance with their judgment.

Present and former directors and present and former officers and other employees of the Company may solicit proxies by telephone, telegram or mail, or by meetings with shareholders or their representatives. The Company will reimburse brokers, banks or other custodians, nominees and fiduciaries for their charges and expenses in forwarding proxy material to beneficial owners. The Company has engaged Georgeson Shareholder Communications Inc. to solicit proxies for the Annual Meeting for a fee of $12,500, plus the payment of Georgeson's out-of-pocket expenses. The Company will bear all expenses relating to the solicitation of proxies.

This Proxy Statement, the Company's 2007 Corporate Report and its Form 10-K for the fiscal year ended December 31, 2007 are available to you via the Internet. The Notice contains instructions as to how to access and review these materials. You may also refer to the Notice for instructions regarding how to request paper copies of these materials.

We hereby incorporate by reference into this Proxy Statement "Item 10: Directors and Executive Officers of the Registrant" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

By Order of the Board of Directors.

Ricardo A. Anzaldúa
Senior Vice President and Corporate Secretary

Dated: April 10, 2008

SHAREHOLDERS ARE URGED TO VOTE BY PROXY, WHETHER OR NOT THEY EXPECT TO ATTEND THE ANNUAL MEETING. A SHAREHOLDER MAY NEVERTHELESS REVOKE HIS OR HER PROXY AND VOTE IN PERSON IF HE OR SHE ATTENDS THE ANNUAL MEETING.

x	Votes must be indicated (x) in Black or Blue ink.	(Unless you are voting by telephone or Internet, please sign, date and return this proxy card in the enclosed envelope.)	Please	o
			Mark Here
			for Address
			Change or
			Comments
			SEE REVERSE SIDE

The Board of Directors recommends a vote FOR ALL Director Nominees in Item 1 and a vote FOR Item 2.

(INSTRUCTIONS: To vote AGAINST any individual nominee, mark the “FOR ALL EXCEPT” box and write that nominee’s name in the space provided below.)


* For all nominees except

ITEM 2.

Ratification of the appointment of Deloitte & Touche LLP as independent auditor of the Company for the fiscal year ending December 31, 2008.

FOR
o

AGAINST
o

ABSTAIN
o

Mark this box if you plan to attend the Annual Meeting

Signature

Date

Note: Please add your title if you are signing for a corporation or other business entity, or as attorney, administrator, executor, guardian, trustee or in any other representative capacity.


		FOLD AND DETACH HERE

WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING, BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.

Internet and telephone voting is available through 11:59 PM Eastern Time the day prior to annual meeting day.

Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.


INTERNET		TELEPHONE
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Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.	OR	Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.

If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.

Choose MLink^SM for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to Investor ServiceDirect® at www.bnymellon.com/shareowner/isd where step-by-step instructions will prompt you through enrollment.

You can view the Corporate Report, Form 10-K and Proxy Statement on the Internet at http://bnymellon.mobular.net/bnymellon/hig

PROXY

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints Alan J. Kreczko, Ricardo A. Anzaldúa and Richard G. Costello and each of them, as proxies of the undersigned, each with power to appoint his substitute, and hereby authorizes each or any of them to vote, as designated on the reverse side of this proxy, all shares of common stock of The Hartford Financial Services Group, Inc. (the “Company”) held of record, and all shares held in the Company’s Dividend Reinvestment and Cash Payment Plan, the Company’s Investment and Savings Plan, the Company’s Deferred Restricted Stock Unit Plan and the Company’s Excess Savings Plan, which the undersigned is entitled to vote if personally present at the Annual Meeting of Shareholders of the Company to be held at 2:00 P.M. on May 21, 2008 at the Company’s Home Office, Wallace Stevens Theater, One Hartford Plaza, Hartford, Connecticut 06155, and at any adjournments or postponements thereof, and confers discretionary authority upon each such proxy to vote upon any other matter properly brought before the meeting.

If you own additional shares of common stock in a “street name” capacity (i.e., through a broker, nominee or some other agency which holds common stock for your account), including shares held in the Company’s Employee Stock Purchase Plan, those shares are represented by a separate proxy provided by your broker or other nominee.

Shares of common stock for the accounts of Company employees who participate in The Hartford Investment and Savings Plan (“ISP”), The Hartford Excess Savings Plan (“ESP”) and The Hartford Deferred Restricted Stock Unit Plan (“Stock Unit Plan”) are held of record and are voted by the respective trustees of these plans. This card provides instructions to plan trustees for voting plan shares. To allow sufficient time for the trustees to tabulate the vote of plan shares, you must vote by telephone or online or return this proxy so that it is received by 5:00 p.m. Eastern time on May 19, 2008.

Please specify your choices by marking the appropriate boxes on the reverse side of this Proxy. The shares represented by this Proxy will be voted as you designate on the reverse side. If no designation is made, the shares will be voted for the election as directors of the nominees named in Item 1 and for Item 2. Please sign, date and return this Proxy, or vote by telephone or through the Internet.

If you vote by telephone or the Internet, please DO NOT mail back this proxy card.

(Continued, and to be signed and dated, on the reverse side.)

Address Change/Comments (Mark the corresponding box on the reverse side)

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You can now access your THE HARTFORD FINANCIAL SERVICES GROUP, INC.account online.

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The Hartford Financial Services Group, Inc.

2008 Annual Meeting of Shareholders

MAY 21, 2008 at 2:00 P.M.

Wallace Stevens Theater

The Hartford Financial Services Group, Inc.

One Hartford Plaza

Hartford, Connecticut 06155

QuickLinks

NOTICE OF 2008 ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION
ITEMS TO BE ACTED UPON BY SHAREHOLDERS
ITEM 1 ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" ALL NOMINEES FOR ELECTION AS DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR OF THE COMPANY.
GOVERNANCE OF THE COMPANY
AUDIT COMMITTEE CHARTER AND REPORT CONCERNING FINANCIAL MATTERS
COMPENSATION DISCUSSION AND ANALYSIS
Peer Group Listing for 2007 Performance Share Awards
Stock Ownership Guidelines
REPORT OF THE COMPENSATION AND PERSONNEL COMMITTEE
COMPENSATION AND PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
EXECUTIVE COMPENSATION
Summary Compensation Table—All Other Compensation
Grants of Plan Based Awards Table
Outstanding Equity Awards at Fiscal Year-End Table
Option Exercises and Stock Vested Table
Pension Benefits Table
Non-Qualified Deferred Compensation Table
DIRECTOR COMPENSATION
COMMON STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN SHAREHOLDERS
OTHER INFORMATION