8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

March 17, 2010
Date of Report (Date of earliest event reported)

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13958	13-3317783
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Hartford Plaza, Hartford, Connecticut 06155
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (860) 547-5000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-1.1

EX-1.2

EX-1.3

EX-1.4

EX-1.5

EX-1.6

EX-3.1

EX-4.2

EX-4.3

EX-4.4

EX-4.6

EX-5.1

EX-5.2

EX-99.1

Item 1.01 Entry into a Material Definitive Agreement

     Common Stock and Depositary Shares

     On March 17, 2010, The Hartford Financial Services Group, Inc. (the “Company”) entered into (i) a common stock Pricing Agreement, dated March 17, 2010 (the “Common Stock Pricing Agreement”), which incorporated by reference the terms of the common stock Underwriting Agreement General Terms and Conditions, dated March 17, 2010 (the “Common Stock Underwriting Agreement”), each between the Company and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as the representatives of the respective underwriters named in such agreement (the “Common Stock Underwriters”) with respect to the offer and sale of 59,590,089 shares of its common stock (which reflects the exercise of the Common Stock Underwriters’ option to purchase additional shares of common stock) and (ii) a depositary shares Pricing Agreement, dated March 17, 2010 (the “Depositary Shares Pricing Agreement”), which incorporated by reference the terms of the depositary shares Underwriting Agreement General Terms and Conditions, dated March 17, 2010 (the “Depositary Shares Underwriting Agreement”), each between the Company and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as the representatives of the respective underwriters named in such agreement (the “Depositary Shares Underwriters”), with respect to the offer and sale of 23,000,000 depositary shares (“Depositary Shares”), with each Depositary Share representing a 1/40^th interest in a share of the Company’s 7.25% Mandatory Convertible Preferred Stock, Series F (“Mandatory Convertible Preferred Stock”) (which reflects the exercise of the Depositary Shares Underwriters’ option to purchase additional Depositary Shares). The securities sold pursuant to the Common Stock Underwriting Agreement and the Depositary Shares Underwriting Agreement were registered under the Company’s registration statement on Form S-3 (File No. 333-142044). The closing of the sale of common stock and Depositary Shares occurred on March 23, 2010.

     The Common Stock Pricing Agreement sets forth the public offering price, and provides, among other things, that the Underwriters will purchase the common stock from the Company at the public offering price, less a discount of $0.888 per share.

     The Depositary Shares Pricing Agreement provides, among other things, that the Underwriters will purchase the Depositary Shares from the Company at the public offering price, less a discount of $0.75 per Depositary Share.

     The Deposit Agreement, dated as of March 23, 2010 (the “Deposit Agreement”), between the Company, The Bank of New York Mellon, as depositary (the “Depositary”) and holders from time to time of the receipts issued thereunder, governs the deposit of the Mandatory Convertible Preferred Stock with the Depositary and the issuance by the Depositary of the Depositary Shares. A copy of the Deposit Agreement is attached hereto as Exhibit 4.6 and incorporated herein by reference.

     Senior Notes

     On March 18, 2010, the Company entered into (i) a senior notes Pricing Agreement, dated March 18, 2010 (the “Notes Pricing Agreement” and together with the Common Stock Pricing Agreement and the Depositary Shares Pricing Agreement, the “Pricing Agreements”), which incorporated by reference the terms of the notes Underwriting Agreement General Terms and Conditions (the “Notes Underwriting Agreement” and together with the Common Stock Underwriting Agreement and the Depositary Shares Underwriting Agreement, the “Underwriting Agreements”), with Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as the representatives of the respective underwriters named in such agreement (the “Notes Underwriters” and, together with the Common Stock Underwriters and the Depositary Shares Underwriters, the “Underwriters”), with respect to the offer and sale by the Company of $300 million aggregate principal amount of its 4.00% Senior Notes due 2015 (the “2015 Notes”), $500 million aggregate principal amount of its 5.50% Senior Notes due 2020 (the “2020 Notes”) and $300 million aggregate principal amount of its 6.625% Senior Notes due 2040 (the “2040 Notes” and, together with the 2015 Notes and 2020 Notes, the “Notes” ). The Notes sold pursuant to the Notes Underwriting Agreement were registered under the Company’s registration statement on Form S-3 (File No. 333-142044). The closing of the sale of Notes occurred on March 23, 2010.

     The Notes Pricing Agreement sets forth the specific terms of the Notes, including public offering price, coupon rate and interest payment dates and provides, among other things, that the Underwriters will purchase the Notes

from the Company at the public offering prices, less a discount of 0.600% for the 2015 Notes, 0.650% for the 2020 Notes and 0.875% for the 2040 Notes, respectively.

     Underwriting Agreements

     The Underwriting Agreements include customary representations, warranties and covenants by the Company. They also provide for customary indemnification by each of the Company and the respective Underwriters party to the relevant agreement against certain liabilities arising out of or in connection with sale of the common stock, Depositary Shares and Notes, respectively, and for customary contribution provisions in respect of those liabilities.

     The Underwriters and their affiliates have provided and in the future may continue to provide various financial advisory, cash management, investment banking, commercial banking and other financial services, including the provision of credit facilities, to the Company in the ordinary course of business for which they have received and will continue to receive customary compensation.

     The foregoing description of the material terms of the Underwriting Agreements and Pricing Agreements is qualified in its entirety by reference to the Underwriting Agreements, which are attached hereto as Exhibits 1.1, 1.2 and 1.3, respectively, and the Pricing Agreements, which are attached hereto as Exhibits 1.4, 1.5 and 1.6, respectively, and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation

     As described under Item 1.01 above, pursuant to the Notes Underwriting Agreement and Notes Pricing Agreement, the Company issued $300 million aggregate principal amount of 2015 Notes, $500 million aggregate principal amount of 2020 Notes and $300 million aggregate principal amount of 2040 Notes pursuant to a Senior Indenture, dated as of April 11, 2007, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”).

     The Notes are unsecured senior obligations of the Company and will rank equally with all unsecured and unsubordinated indebtedness of the Company. The Notes will bear interest at per-annum rates of 4.00% in the case of the 2015 Notes, 5.50% in the case of the 2020 Notes and 6.625% in the case of the 2040 Notes. The Company will pay interest on each series of Notes semi-annually in arrears on March 30 and September 30 of each year, beginning on September 30, 2010.

     The Indenture contains covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to sell, transfer or create certain liens, including liens on the capital stock of any restricted subsidiary.

     The 2015 Notes will mature on March 30, 2015, the 2020 Notes will mature on March 30, 2020 and the 2040 Notes will mature on March 30, 2040. However, the Company, at its option, may redeem the Notes at any time in whole or from time to time in part in multiples of $1,000, by paying the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 25, 25 or 30 basis points, as applicable, for the 2015 Notes, the 2020 Notes and the 2040 Notes, respectively, plus accrued and unpaid interest up to the date of redemption.

     The Indenture contains customary events of default. If an event of default under the Indenture occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Notes may declare the principal amount of all the Notes to be immediately due and payable.

     The foregoing description of the Indenture and the Notes is qualified in its entirety by reference to the full text of such documents, which are attached or incorporated by reference hereto as Exhibits 4.1, 4.2, 4.3 and 4.4 and incorporated herein by reference.

Item 3.03 Material Modification of the Rights of Security Holders

     Under the terms of the Mandatory Convertible Preferred Stock, the Company’s ability to declare or pay dividends or make distributions on, or purchase, redeem or otherwise acquire for consideration, shares of its common stock, or any junior stock or parity stock currently outstanding or issued in the future, will be subject to certain restrictions in the event that the Company does not pay in full or declare and set aside for payment in full all accrued and unpaid dividends on the Mandatory Convertible Preferred Stock. The terms of the Mandatory Convertible Preferred Stock are more fully set forth in the Certificate of Designations, Preferences and Rights described in Item 5.03 below and attached hereto as Exhibit 3.1 and incorporated herein by reference. A copy of the form of certificate for the Mandatory Convertible Preferred Stock is attached hereto as Exhibit 4.5 and incorporated herein by reference.

Item 5.03 Amendments to the Articles of Incorporation

     In connection with the issuance of the Depositary Shares, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations, Preferences and Rights (the “Certificate of Designations”) setting out the form and the terms of the Mandatory Convertible Preferred Stock, which amended the Company’s Amended and Restated Certificate of Incorporation, effective immediately upon filing on March 23, 2010. The Mandatory Convertible Preferred Stock will rank, with respect to dividend rights and rights upon the Company’s liquidation, winding-up or dissolution:

     • senior to all common stock of the Company and, if issued, the Company’s Series B Preferred Stock and the Series C Preferred Stock and to each other class of other capital stock or series of preferred stock issued after the original issue date of the Mandatory Convertible Preferred Stock unless the terms of that stock expressly provide that it ranks senior to, or equally with, the Mandatory Convertible Preferred Stock;

     • equally with the Company’s Series E Preferred Stock, which the Company intends to repurchase with the net proceeds of the common stock, Depositary Shares and Notes offerings, together with available funds, subject to the approval of the Treasury Department, and equally with any class of capital stock or series of preferred stock established after the original issue date of the Mandatory Convertible Preferred Stock, the terms of which expressly provide that such class or series will rank equally with the Mandatory Convertible Preferred Stock;

     • junior to each class of capital stock or series of preferred stock established after the original issue date of the Mandatory Convertible Preferred Stock, the terms of which expressly provide that such class or series will rank senior to the Mandatory Convertible Preferred Stock; and

     • junior to the Company’s and its subsidiaries’ existing and future indebtedness (including, in the case of the Company’s subsidiaries, trade payables).

     The Company will pay cumulative dividends on each share of the Mandatory Convertible Preferred Stock at a rate of 7.25% per annum on the initial liquidation preference of $1,000 per share. Dividends will accrue and cumulate from the date of issuance and, to the extent that the Company is legally permitted to pay dividends and its board of directors declares a dividend payable, the Company will, from July 1, 2010 until and including January 1, 2013 pay dividends on each January 1, April 1, July 1 and October 1, in cash and (whether or not declared prior to that date) on April 1, 2013 will pay or deliver, as the case may be, dividends in cash, shares of its common stock, or a combination thereof, at its election.

     Each share of Mandatory Convertible Preferred Stock will automatically convert into shares of common stock on April 1, 2013 if not earlier converted at the option of the holder upon the occurrence of a fundamental change (as defined in the Certificate of Designations). The number of shares issuable upon mandatory conversion of each share of Mandatory Convertible Preferred Stock will be a variable amount based on the average of the daily volume weighted average price per share of the Company’s common stock during a specified period of 20 consecutive trading days with the number of shares of common stock ranging from 29.536 to 36.036 per share of Mandatory Convertible Preferred Stock, subject to anti-dilution adjustments.

     At any time prior to March 15, 2013, holders of the Mandatory Convertible Preferred Stock may elect to convert their shares at the minimum conversion rate, and will receive accrued and unpaid dividends for past

dividend periods but will not receive accrued and unpaid dividends for the current dividend period. Upon a fundamental change (as defined in the Certificate of Designations), holders of the Mandatory Convertible Preferred Stock may elect to convert their shares at a fundamental change conversion rate (as defined in the Certificate of Designations), and will receive accrued and unpaid dividends. The Company may elect to pay accrued and unpaid dividends payable in connection with any conversion of the Mandatory Convertible Preferred Stock in cash, shares of its common stock or a combination thereof.

     Except as required by law or the Company’s Amended and Restated Certificate of Incorporation, which will include the Certificate of Designations for the Mandatory Convertible Preferred Stock, the holders of Mandatory Convertible Preferred Stock will have no voting rights (other than with respect to certain matters regarding the Mandatory Convertible Preferred Stock or when dividends payable on the Mandatory Convertible Preferred Stock have not been paid for an aggregate of six quarterly divided periods, or more, whether or not consecutive, as provided in the Certificate of Designations).

     The foregoing description is qualified in its entirety by reference to the Certificate of Designations, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

     On March 23, 2010, the Company issued a press release announcing the closing of its common stock, Depositary Shares and Notes offerings, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01 Other Events

     On March 23, 2010, the Company closed the sale of (i) 59,590,089 shares of common stock (which includes 7,337,837 optional shares purchased by the Common Stock Underwriters) at a price to the public of $27.75 per share; (ii) 23,000,000 Depositary Shares (which includes 3,000,000 optional Depositary Shares purchased by the Depositary Shares Underwriters) at a price to the public of $25.00 per share and (iii) $300 million aggregate principal amount of its 2015 Notes, $500 million aggregate principal amount of its 2020 Notes and $300 million aggregate principal amount of its 2040 Notes.

     The Company plans, subject to approval of the Department of the Treasury (the “Treasury Department”), to use $425 million of the net proceeds from the Notes offering, together with available funds and estimated net proceeds of $1.6 billion and $556 million from the offering of its common stock and Depositary Shares, respectively, to repurchase the 3,400,000 shares of its Series E Fixed Rate Cumulative Perpetual Preferred Stock issued in June 2009 to the Treasury Department in connection with its participation in the Treasury Department’s Capital Purchase Program. The remaining proceeds of the Notes offering will be used to pre-fund the repayment of the Company’s senior debt maturing in 2010 and 2011. If the Treasury does not approve the repurchase, the Company will use the net proceeds of the offerings for general corporate purposes.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
1. 1	Common Stock Underwriting Agreement General Terms and Conditions, dated March 17, 2010, among The Hartford Financial Services Group, Inc. and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the Common Stock Underwriters.
1.2	Depositary Shares Underwriting Agreement General Terms and Conditions, dated March 17, 2010, among The Hartford Financial Services Group, Inc. and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the Depositary Shares Underwriters.
1.3	Notes Underwriting Agreement General Terms and Conditions, dated March 18, 2010, among The Hartford Financial Services Group, Inc. and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the Notes Underwriters.

Exhibit No.	Description
1.4	Common Stock Pricing Agreement, dated March 17, 2010, among The Hartford Financial Services Group, Inc. and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the Common Stock Underwriters.
1.5	Depositary Shares Pricing Agreement, dated March 17, 2010, among The Hartford Financial Services Group, Inc. and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the Depositary Shares Underwriters.
1.6	Notes Pricing Agreement, dated March 18, 2010, among The Hartford Financial Services Group, Inc. and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the Notes Underwriters.
3.1	Certificate of Designations of 7.25% Mandatory Convertible Preferred Stock, Series F (including form of stock certificate).
4.1	Senior Indenture, dated as of April 11, 2007, between The Hartford Financial Services Group, Inc. and The Bank of New York Trust Company, N.A., as Trustee (incorporated herein by reference to Exhibit 4.03 to The Hartford Financial Services Group, Inc.’s Current Report on Form 8-K dated April 11, 2007).
4.2	4.00% Senior Note due 2015.
4.3	5.50% Senior Note due 2020.
4.4	6.625% Senior Note due 2040.
4.5	Form of certificate for the 7.25% Mandatory Convertible Preferred Stock, Series F (included as Exhibit A to Exhibit 3.1).
4.6	Deposit Agreement, dated as of March 23, 2010, among The Hartford Financial Services Group, Inc., The Bank of New York Mellon, as Depositary, and holders from time to time of the Receipts issued thereunder (including form of Depositary Receipt).
4.7	Form of Depositary Receipt for the Depositary Shares (included as Exhibit A to Exhibit 4.6).
5.1	Opinion of Alan J. Kreczko.
5.2	Opinion of Cleary Gottlieb Steen & Hamilton LLP.
23.1	Consent of Alan J. Kreczko (included in Exhibit 5.1).
23.2	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.2).
99.1	Press Release of The Hartford Financial Services Group, Inc. dated March 23, 2010.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE HARTFORD FINANCIAL SERVICES GROUP, INC. (Registrant)
March 23, 2010	By:	/s/ RICARDO A. ANZALDUA
		Name:	Ricardo A. Anzaldua
		Title:	Senior Vice President and Corporate Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
1. 1	Common Stock Underwriting Agreement General Terms and Conditions, dated March 17, 2010, among The Hartford Financial Services Group, Inc. and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the Common Stock Underwriters.
1.2	Depositary Shares Underwriting Agreement General Terms and Conditions, dated March 17, 2010, among The Hartford Financial Services Group, Inc. and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the Depositary Shares Underwriters.
1.3	Notes Underwriting Agreement General Terms and Conditions, dated March 18, 2010, among The Hartford Financial Services Group, Inc. and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the Notes Underwriters.
1.4	Common Stock Pricing Agreement, dated March 17, 2010, among The Hartford Financial Services Group, Inc. and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the Common Stock Underwriters.
1.5	Depositary Shares Pricing Agreement, dated March 17, 2010, among The Hartford Financial Services Group, Inc. and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the Depositary Shares Underwriters.
1.6	Notes Pricing Agreement, dated March 18, 2010, among The Hartford Financial Services Group, Inc. and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the Notes Underwriters.
3.1	Certificate of Designations of 7.25% Mandatory Convertible Preferred Stock, Series F (including form of stock certificate).
4.1	Senior Indenture, dated as of April 11, 2007, between The Hartford Financial Services Group, Inc. and The Bank of New York Trust Company, N.A., as Trustee (incorporated herein by reference to Exhibit 4.03 to The Hartford Financial Services Group, Inc.’s Current Report on Form 8-K dated April 11, 2007).
4.2	4.00% Senior Note due 2015.
4.3	5.50% Senior Note due 2020.
4.4	6.625% Senior Note due 2040.
4.5	Form of certificate for the 7.25% Mandatory Convertible Preferred Stock, Series F (included as Exhibit A to Exhibit 3.1).
4.6	Deposit Agreement, dated as of March 23, 2010, among The Hartford Financial Services Group, Inc., The Bank of New York Mellon, as Depositary, and holders from time to time of the Receipts issued thereunder (including form of Depositary Receipt).
4.7	Form of Depositary Receipt for the Depositary Shares (included as Exhibit A to Exhibit 4.6).
5.1	Opinion of Alan J. Kreczko.
5.2	Opinion of Cleary Gottlieb Steen & Hamilton LLP.

Exhibit No.	Description
23.1	Consent of Alan J. Kreczko (included in Exhibit 5.1).
23.2	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.2).
99.1	Press Release of The Hartford Financial Services Group, Inc. dated March 23, 2010.

EX-1.1

Exhibit 1.1

The Hartford Financial Services Group, Inc.

Common Stock
($0.01 par value per share)

Underwriting Agreement

General Terms and Conditions

March 17, 2010

To the Underwriters named in
Schedule I to the applicable Pricing Agreement.

Ladies and Gentlemen:

     From time to time The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”) proposes to enter into one or more Pricing Agreements in the form of Annex I hereto (each, a “Pricing Agreement”), which incorporates by reference these Underwriting Agreement General Terms and Conditions (this “Underwriting Agreement”), with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters”) certain shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Firm Common Shares”). If specified in such Pricing Agreement, the Company may grant to the Underwriters the right to purchase at their election additional shares of Common Stock, specified in such Pricing Agreement as provided in Section 3 hereof (the “Optional Common Shares”). The Firm Common Shares and the Optional Common Shares, if any, which the Underwriters elect to purchase pursuant to Section 3 hereof are herein collectively called the “Designated Securities”.

     1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities, for whom the firms designated as representatives of the Underwriters of such Designated Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter who acts without any firm being designated as its or their representatives. The Underwriting Agreement shall not be construed as an obligation of the Company to sell any of

the Designated Securities or as an obligation of the Underwriters to purchase any of the Designated Securities. The obligation of the Company to issue and sell any of the Designated Securities and the obligation of any of the Underwriters to purchase any of the Designed Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate number of Designated Securities, the initial public offering price of such Designated Securities or the manner of determining such price, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters, the number of such Designated Securities to be purchased by each Underwriter and the commission, if any, payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Designated Securities, and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the registration statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under any Pricing Agreement shall be several and not joint.

     2. The Company represents and warrants to, and agrees with, each of the Underwriters that:

          (a) A registration statement on Form S-3 (File No. 333-142044), as amended, in respect of the Designated Securities has been filed with the Securities and Exchange Commission (the “Commission”). For purposes of this Agreement and the applicable Pricing Agreement, the following terms have the specified meanings:

     “Base Prospectus” means the base prospectus filed as part of the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date hereof, relating to the Designated Securities;

     “Disclosure Package” means, as of the Applicable Time (as defined in the applicable Pricing Agreement), the Preliminary Prospectus, including all documents incorporated therein by reference, whether any such incorporated document is filed before or after the Preliminary Prospectus, so long as the incorporated document is filed before the Applicable Time, together with each Issuer Free Writing Prospectus filed or used by the Company at or before the Applicable Time and identified on Schedule III to the applicable Pricing Agreement;

     “Effective Date” means each effective date of the Registration Statement pursuant to Rule 430B under the Securities Act for purposes of

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liability under Section 11 of the Securities Act of 1933, as amended (the “Act”) of the Company or the Underwriters;

     “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Designated Securities;

     “Preliminary Prospectus” means the Base Prospectus, as supplemented by the preliminary prospectus supplement specifically relating to the Designated Securities, in the form in which it has most recently been filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act and provided to the Representatives for use by the Underwriters;

     “Prospectus” means the Base Prospectus, as supplemented by the definitive prospectus supplement specifically relating to the Designated Securities, in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof; and

     “Registration Statement” means the registration statement, as amended as of the Effective Date, including the Prospectus, all exhibits thereto, the documents incorporated by reference therein and the information deemed to be a part of such registration statement as of the Effective Date pursuant to Rule 430B under the Act; if the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.

     Any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any report of the Company filed pursuant to Sections 13(a) or 15(d) of the Exchange Act after the date on which the Registration Statement was originally declared effective by the Commission that is incorporated by reference in the Registration Statement;

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          (b) The Registration Statement is an automatic shelf registration statement, as defined under Rule 405 of the Act, that became effective upon filing; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement in connection with the offering of the Designated Securities contemplated in the Pricing Agreement;

          (c) The documents incorporated by reference in the Disclosure Package and the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents at its time of filing contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Disclosure Package or Prospectus prior to the completion of the offering of the Designated Securities when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

          (d) The Registration Statement, as of the Effective Date, conforms, the Preliminary Prospectus, as of the date of the preliminary prospectus supplement comprising a part of such Preliminary Prospectus, conformed, and the Prospectus, as of the date of the prospectus supplement comprising part of such Prospectus, and any further amendments or supplements to the Registration Statement, the Preliminary Prospectus or the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder; the Registration Statement as of the Effective Date, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Disclosure Package, as of the Applicable Time, will not, and the Prospectus, as of the date of the prospectus supplement comprising part of such Prospectus and as of the applicable Time of Delivery (as defined in Section 4 hereof), will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of

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the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Disclosure Package or the Prospectus, as applicable;

          (e) With respect to the offering of the Designated Securities contemplated under the Pricing Agreement, the Company is eligible to be treated as (i) a well-known seasoned issuer (as defined in Rule 405 under the Act) and (ii) an issuer that is not an “ineligible issuer” pursuant to Rule 405 under the Act;

          (f) Except as described in or contemplated by the Registration Statement, the Disclosure Package and the Prospectus, there has not been any material adverse change in, or any adverse development which materially affects, the business, properties, financial condition or results of operations of the Company and its subsidiaries taken as a whole from the dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there has not been (A) any change in the consolidated capital stock (other than issuances of capital stock upon the exercise of options and stock appreciation rights, upon earn outs of performance shares, upon conversions of convertible securities and upon exercises of stock purchase contracts, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Disclosure Package and the Prospectus or issued thereafter as compensation consistent with past practice), (B) any material increase in the consolidated long-term debt of the Company and its subsidiaries or (C) any material adverse change, or any development involving a prospective material adverse change, in or affecting the business affairs, management, financial position, and stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole, in each of clauses (A), (B) or (C) above, otherwise than as described in or contemplated by the Disclosure Package and the Prospectus;

          (g) The Company and each subsidiary of the Company which meets the definition of a significant subsidiary as defined in Regulation S-X (collectively referred to herein as the “Significant Subsidiaries” and individually as a “Significant Subsidiary”) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with full corporate power and authority to own its properties and conduct its business; to the Company’s

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knowledge, all of the issued shares of capital stock of each Significant Subsidiary are owned, directly or indirectly through wholly-owned subsidiaries, by the Company free and clear of all material liens, encumbrances, equities or claims;

          (h) The Company has an authorized capitalization as set forth in the Disclosure Package; and all of the issued shares of capital stock, including the Common Stock, have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive right. The Company’s Common Stock has been registered pursuant to Section 12(b) of the Exchange Act, and the outstanding shares of Common Stock are listed on the New York Stock Exchange (“NYSE”), and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock from the NYSE, nor has the Company received any notification that the Commission or the NYSE is contemplating terminating such registration or listing;

          (i) The Designated Securities have been duly and validly authorized by the Company for issuance and sale pursuant to the Pricing Agreement by the Company, and, when duly issued and delivered against payment therefor as provided in the Pricing Agreement, will be duly and validly issued, fully paid and non-assessable; upon payment of the purchase price and delivery of the Designated Securities in accordance with the Pricing Agreement, the Underwriters will receive good, valid and marketable title to the Designated Securities, free and clear of all security interests, mortgages, pledges, liens, encumbrances, claims and restrictions; no holder of the Designated Securities will be subject to personal liability solely by reason of being such a holder; and the issuance of the Designated Securities will not be subject to preemptive rights (other than such as have been waived);

          (j) The issue and sale of the Designated Securities and the compliance by the Company with all the provisions of the Designated Securities, the Pricing Agreement with respect to the Designated Securities and the consummation of the transactions therein contemplated have not conflicted with or resulted in a breach or violation of any of the terms or provisions of, or constituted a default under, and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, except for such breaches, conflicts, violations or defaults which would not have, individually or in the aggregate with such other breaches, conflicts, violations and defaults, a

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material adverse effect on the financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, considered as a whole, and which will not affect the validity, performance or consummation of the transactions contemplated by the Pricing Agreement with respect to the Designated Securities, and have not resulted and will not result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or Amended By-laws of the Company or any statute, rule or regulation, or any order or decree of any court or regulatory authority or other governmental agency or body having jurisdiction over the Company or any of its properties; and no consent, approval, authorization, license, order, registration or qualification of or with any such court, regulatory authority or other governmental agency or body is required for the issue and sale of the Designated Securities or the consummation by the Company of the transactions contemplated by the Pricing Agreement with respect to the Designated Securities, except the approval of the U.S. Department of Treasury (the “Treasury”) that will be required for the repurchase of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series E (the “TARP Preferred Stock”), those which have been, or will have been prior to the First Time of Delivery, obtained under the Act and the Exchange Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state or foreign securities or state insurance securities laws in connection with the purchase and distribution of the Designated Securities by the Underwriters, and except for such consents, approvals, authorizations, licenses, orders, registrations or qualifications which the failure to make, obtain or comply with would not have, individually or in the aggregate with such other failures, a material adverse effect on the financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, considered as a whole, and which will not affect the validity, performance or consummation of the transactions contemplated by the Pricing Agreement with respect to the Designated Securities;

          (k) Except as described in the Disclosure Package and the Prospectus, there is no action, suit or proceeding pending, nor to the knowledge of the Company, is there any action, suit or proceeding threatened, which might reasonably be expected to result in a material adverse change in the financial condition, results of operations or business of the Company and its subsidiaries considered as a whole or which is required to be disclosed in the Registration Statement;

          (l) This Underwriting Agreement and the Pricing Agreement with respect to the Designated Securities have been duly authorized, executed and delivered by the Company;

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          (m) The financial statements included in the Disclosure Package, the Registration Statement and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and, except as otherwise disclosed in the Disclosure Package and the Prospectus as amended or supplemented, such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis; any schedules included in the Registration Statement present fairly the information required to be stated therein;

          (n) There are no contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement, the Disclosure Package or the Prospectus which are not filed or described as required;

          (o) The Company and its consolidated subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (1) transactions are executed in accordance with management’s general or specific authorization; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) and to maintain accountability for assets; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness identified by management, or by the Company’s auditors and communicated to management, in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;

          (p) The Company and its consolidated subsidiaries employ disclosure controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure;

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          (q) The Company is not, and after giving affect to the issue and sale of the Designated Securities will not be, required to register as an “investment company” as such term is defined under the Investment Company Act of 1940;

          (r) The Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Designated Securities in contravention of applicable law; and

          (s) The capital stock of the Company, including the Designated Securities, conforms in all material respects to each description thereof contained or incorporated by reference in the Registration Statement, any Base Prospectus, the Prospectus or any Issuer Free Writing Prospectus.

     3. Upon the execution of the Pricing Agreement applicable to the Firm Common Shares and authorization by the Representatives of the release of the Firm Common Shares, the several Underwriters propose to offer the Firm Common Shares for sale upon the terms and conditions set forth in the Disclosure Package and the Prospectus as amended or supplemented.

     The Company may specify in the Pricing Agreement that the Company thereby grants to the Underwriters the right to purchase at their election up to a certain number of Optional Common Shares, on the terms set forth in such Pricing Agreement. Any such election to purchase Optional Common Shares may be exercised by written notice from the Representatives to the Company, given within a period specified in the Pricing Agreement, setting forth the aggregate number of Optional Common Shares to be purchased and the date on which such Optional Common Shares are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless the Representatives and the Company otherwise agree in writing, earlier than or later than the respective number of business days after the date of such notice set forth in such Pricing Agreement.

     The number of Optional Common Shares to be added to the number of Firm Common Shares, respectively, to be purchased by each Underwriter as set forth in Schedule I to the Pricing Agreement shall be the number of Optional Common Shares which the Company has been advised by the Representatives have been allocated to such Underwriter; provided that, if the Company has not been so advised, the number of Optional Common Shares to be so added shall be that proportion of Optional Common Shares which the number of Firm Common Shares to be purchased by such Underwriter under such Pricing Agreement bears to the aggregate number of Firm Common Shares (rounded as the Representatives

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may determine to the nearest 100 shares). The total number of Common Shares to be purchased by all the Underwriters pursuant to such Pricing Agreement shall be the aggregate number of Firm Common Shares set forth in Schedule I to such Pricing Agreement plus the aggregate number of Optional Common Shares which the Underwriters elect to purchase.

     4. The Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of each such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours in advance as specified in such Pricing Agreement, (i) with respect to the Firm Common Shares, all in the manner and at the place, time and date specified in such Pricing Agreement or at such other place, time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the “First Time of Delivery”, and (ii) with respect to the Optional Common Shares, if any, in the manner and at the time and date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional Common Shares in accordance with the provisions of the Pricing Agreement or at such other time and date as the Representatives and the Company may agree upon in writing, such time and date, if not the First Time of Delivery, herein called the “Additional Time of Delivery”. Each such time and date for delivery is herein called a “Time of Delivery”.

     5. The Company agrees with each of the Underwriters of the Designated Securities:

          (a) To prepare the Prospectus as amended or supplemented in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus and the Preliminary Prospectus pursuant to Rule 424(b) under the Act within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented on the date of the Pricing Agreement relating to such Designated Securities and prior to the Time of Delivery for such Designated Securities which shall be disapproved by the Representatives for such Designated Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the

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Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Designated Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Preliminary Prospectus or the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Designated Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Designated Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Designated Securities or suspending any such qualification, to promptly use its reasonable best efforts to obtain the withdrawal of such order;

          (b) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Designated Securities for offering and sale under the insurance and securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Designated Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; and provided further that the Company shall not be required to qualify the Designated Securities in any jurisdiction if such qualification would result in any obligation on the part of the Company to make filings with any governmental entity in such jurisdiction after the completion of the offering;

          (c) Prior to 12:00 p.m. or such reasonable time thereafter, New York City time, on the business day next succeeding the date of the Pricing Agreement applicable to the Designated Securities and from time to time, to furnish the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), the Preliminary Prospectus, and any Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by

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reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request;

          (d) During the period in which the Prospectus relating to the Designated Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Act) is required to be delivered under the Act, the Company will comply with all requirements imposed upon it by the Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Designated Securities as contemplated by the provisions of this Agreement and by the Disclosure Package and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Act, the Company will promptly notify the Representatives and will, subject to Section 5(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and will furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request;

          (e) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

          (f) Without the prior written consent of each of the Representatives on behalf of the Underwriters, it will not, during the period beginning from the date of the Pricing Agreement for the Designated Securities and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or

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exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Designated Securities to the Underwriters hereunder; (b) the concurrent offering of the Company’s depositary shares, each representing a 1/40^th share of 7.25% Mandatory Convertible Preferred Stock, Series F (the “Preferred Stock”), the Preferred Stock and the Common Stock into which the Preferred Stock is convertible; (c) the repurchase or redemption by the Company of the TARP Preferred Stock; (d) certain transfers by executive officers and directors of the Company, as specified in the Lock-up Agreements, each substantially in the form of Schedule IV to the Pricing Agreement, between you and such executive officers and directors; (e) any offering of securities conducted pursuant to registration rights granted by the Company prior to the date hereof to Treasury or Allianz SE or any of their respective permitted transferees; or (f) issuances of Common Stock pursuant to equity compensation plans existing on, or upon the conversion, exercise or exchange of any option or convertible or exchangeable securities outstanding as of, the date hereof (including issuances of shares of our Common Stock pursuant to any equity compensation plan that, as of the date hereof, has been adopted subject to the approval of our shareholders);

          (g) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall either (i) by the time of filing pay to the Commission the filing fee for the Rule 462(b) Registration Statement or (ii) at the time of filing submit with the 462(b) Registration Statement the certification required under Rule 111(b) under the Act; and

          (h) As soon as reasonably practicable after the closing of the transaction contemplated herein and subject to the receipt of applicable regulatory approvals, the Company shall repurchase and/or redeem all outstanding shares of the TARP Preferred Stock.

     6. Free Writing Prospectuses.

          (a) The Company represents and warrants to, and agrees with, each Underwriter that (i) the Company has not made, and will not, make any offer relating to the Designated Securities that would constitute an Issuer Free Writing Prospectus without the prior consent of the

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Representatives, such consent not to be unreasonably withheld (which consent being deemed to have been given with respect to any other Issuer Free Writing Prospectus identified on Schedule III to the applicable Pricing Agreement); (ii) each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Act on the date of first use, and the Company has complied and will comply with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to Rule 433 under the Act; (iii) each Issuer Free Writing Prospectus will not, as of its issue date and, to the extent not amended or superseded, at all subsequent times through completion of the offering, include any information that conflicts with the information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus; and (iv) each Issuer Free Writing Prospectus, when considered together with the information contained in the Preliminary Prospectus and any other Issuer Free Writing Prospectus issued prior thereto or as of its issue date, will not, as of the Applicable Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by an Underwriter through the Representatives for use therein.

          (b) Each Underwriter represents and warrants to, and agrees with, the Company and each other Underwriter that it has not made, and will not make any offer relating to the Designated Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Act), without the prior consent of the Company and the Representatives.

          (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus or would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, untrue statement or omission.

7. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees,

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disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Designated Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Disclosure Package and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, any Pricing Agreement, any Blue Sky or similar investment surveys or memoranda, closing documents (including compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Designated Securities; (iii) all expenses in connection with the qualification of the Designated Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey(s); (iv) the cost of preparing certificates for the Designated Securities; (v) any filing fees incident to any required review by the Financial Industry Regulatory Authority Inc. of the terms of the sale of the Designated Securities; (vi) the costs and charges of any transfer agent or registrar or paying agent; (vii) all the Company’s costs and expenses relating to investor roadshow and similar presentations; (viii) the costs of listing the Designated Securities on the NYSE; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Designated Securities by them, and any advertising expenses connected with any offers they may make.

          8. The obligations of the Underwriters of any Designated Securities under the Pricing Agreement applicable to such Designated Securities shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of the Company in or incorporated by reference in the Pricing Agreement relating to such Designated Securities be, at and as of each Time of Delivery for such Designated Securities, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

          (a) The Preliminary Prospectus and the Prospectus shall have been filed with the Commission in a timely fashion in accordance with Section 5(a) hereof; all filings required by Rule 424(b) or Rule 433 of the Act shall have been made within the time periods prescribed by such rules; the Rule 462(b) Registration Statement, if any, shall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration

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Statement or any amendment or supplement thereto or preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with;

          (b) No Underwriter shall have been advised by the Company, or shall have discovered and disclosed to the Company, that the Registration Statement, as of the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Disclosure Package as of the Applicable Time or the Prospectus as of the date of the prospectus supplement comprising part of such Prospectus or as of each Time of Delivery contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact which is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in any case in the judgment of the Representatives after consultation with counsel to the Underwriters;

          (c) Davis Polk & Wardwell LLP, counsel for the Underwriters, shall have furnished to the Representatives such opinion or letters, dated each Time of Delivery for such Designated Securities, with respect to the Pricing Agreement applicable to the Designated Securities, the validity of the Designated Securities being delivered at such Time of Delivery, the Registration Statement, the Disclosure Package, the Prospectus and such other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

          (d) Cleary Gottlieb Steen & Hamilton LLP, counsel for the Company, shall have furnished to the Representatives their written opinion dated each Time of Delivery for such Designated Securities, in form and substance satisfactory to you, to the effect set forth in Annex II hereto;

          (e) Alan J. Kreczko, Esq., Executive Vice President and General Counsel to the Company, shall have furnished to you his written opinion, dated each Time of Delivery for such Designated Securities, in form and substance satisfactory to you, to the effect set forth in Annex III hereto;

          (f) Alan J. Kreczko, Esq., Executive Vice President and General Counsel to the Company, shall have furnished to you a letter, dated each Time of Delivery for such Designated Securities, to the effect that:

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          (i) Based upon specified participation of such counsel in connection with the preparation of the Registration Statement, the Disclosure Package and the Prospectus, (a) the Registration Statement (except the financial statements and schedules and other financial data included therein, as to which such counsel expresses no view), at the time it became effective, and the Prospectus (except as aforesaid), as of the date thereof, appeared on their face to be appropriately responsive in all material respects to the requirements of the Act and the rules and regulations thereunder; (b) the documents incorporated by reference in the Registration Statement and the Prospectus (except the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which such counsel expresses no view), as of the respective dates of their filing with the Commission, appeared on their face to be appropriately responsive in all material respects to the requirements of the Exchange Act, and the rules and regulations thereunder; (c) such counsel has no reason to believe that (I) the Registration Statement, including the documents incorporated by reference therein (except the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which such counsel expresses no view), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (II) as of the Applicable Time, the Disclosure Package (other than the financial statements and related schedules and other financial data therein, as to which such counsel need express no belief) contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (III) the Prospectus, including the documents incorporated by reference therein (except the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which such counsel expresses no view), as of its date and such Time of Delivery, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (d) no information has come to such counsel’s attention that causes such counsel to believe that any amendment to the Registration Statement required to be filed or any contracts

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or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or required to be described in the Registration Statement or the Prospectus, including the documents incorporated by reference therein, are not filed or incorporated by reference or described as required;

          (g) On the date of the Pricing Agreement for the Designated Securities at a time prior to the execution of the Pricing Agreement with respect to such Designated Securities and at each Time of Delivery for such Designated Securities, Deloitte and Touche LLP, independent registered public accounting firm, shall have furnished to the Representatives a letter, dated the date of the Pricing Agreement and a letter dated each Time of Delivery, respectively, as to such matters ordinarily included in accountants’ “comfort letters” to underwriters as the Representatives may reasonably request and in form and substance satisfactory to the Representatives;

          (h) (i) Except as described in or contemplated by the Registration Statement, the Disclosure Package and the Prospectus, there has not been any material adverse change in, or any adverse development which materially affects, the business, properties, financial condition or results of operations of the Company and its subsidiaries, considered as a whole, from the dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus; and (ii) since the respective dates as of which information is given in the Disclosure Package and the Prospectus there shall not have been (A) any change in the capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Prospectus or issued thereafter as compensation consistent with past practice), (B) any change in long-term debt of the Company or any of its subsidiaries or (C) any change, or any development involving a prospective change, in or affecting the business affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries considered as a whole, in each of clauses (A), (B) or (C) above, otherwise than as described in or contemplated by the Disclosure Package and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the reasonable judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Disclosure Package and the Prospectus;

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          (i) The Designated Securities shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the First Time of Delivery;

          (j) On or after the date of the Pricing Agreement relating to the Designated Securities (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities the effect of which, in any case described in clause (i) or (ii), is in your reasonable judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Disclosure Package and the Prospectus;

          (k) On or after the date of the Pricing Agreement relating to the Designated Securities there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the NYSE; (ii) a material suspension or limitation in trading in the Company’s securities on the NYSE; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (iv) a material adverse change in the financial markets, the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or other calamity or crisis, if the effect of any such event specified in this clause (iv) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Disclosure Package and the Prospectus;

          (l) The Company shall have furnished or caused to be furnished to the Representatives at each Time of Delivery for the Designated Securities a certificate or certificates of officers of the Company satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a), (h), (i) and (j) of this Section and as to such other matters as the Representatives may reasonably request; and

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          (m) Lock-up Agreements, each substantially in the form of Schedule IV to the Pricing Agreement, between you and certain executive officers and directors of the Company, delivered to you before the date hereof, shall be in full force and effect on each Time of Delivery.

          9. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Disclosure Package, the Prospectus, or any amendments or supplement thereto, any related preliminary prospectus or preliminary prospectus supplement, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such losses, claims, damages, liabilities or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Schedule II to the Pricing Agreement.

          (b) Each Underwriter of Designated Securities will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Disclosure Package, the Prospectus, or any amendments or supplement thereto, any related preliminary prospectus or preliminary

20

prospectus supplement, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives, if any, specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Schedule II to the Pricing Agreement.

     (c) Promptly after receipt by an indemnified party under this section of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a) or (b) above. In the case of parties indemnified pursuant to Section 9(a) above, counsel to the indemnified parties shall be selected by the Representatives. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 9 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

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     (d) If the indemnification provided for in this Section is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Designated Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportions as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements of omissions which resulted in such losses, claims, damages or liabilities as well as any relevant equitable considerations. The relative benefits received by the Company on one hand and the Underwriters on the other hand shall be deemed to be in the same proportions as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to

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contribute are several in proportion to their respective underwriting obligations and not joint.

          (e) The obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Underwriters and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director and officer of the Company and to each person, if any, who controls the Company within the meaning of the Act.

     10. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase under the Pricing Agreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities, as the case may be, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone a Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Disclosure Package or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in the Pricing Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.

          (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a)

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above, the aggregate number of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate number of the Designated Securities to be purchased at the respective Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

          (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate number of Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate number of the Designated Securities as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

     11. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth or incorporated by reference in the Pricing Agreement with respect to the Designated Securities or made by or on behalf of them, respectively, pursuant to such Pricing Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Designated Securities.

     12. If any Pricing Agreement shall be terminated due to the failure of Davis Polk & Wardwell LLP to deliver its opinion to the Representatives pursuant to Section 8(c) or pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities governed by such Pricing Agreement except as provided in Sections 7 and 9

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hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein (other than in respect of a breach of the Pricing Agreement by any Underwriter of Designated Securities covered by such Pricing Agreement), the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Sections 7 and 9 hereof.

     The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Designated Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

     13. In all dealings under the Pricing Agreement applicable to the Designated Securities, the Representatives of the Underwriters of the Designated Securities shall act on behalf of each of such Underwriters, and the parties thereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any such Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in such Pricing Agreement.

     All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement with respect to the Designated Securities; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement: Attention: General Counsel; provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be

25

supplied to the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

     14. This Agreement and each Pricing Agreement with respect to the Designated Securities shall be binding upon, and inure solely to the benefit of, the Underwriters and the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of such Pricing Agreement. No purchaser of any of the Designated Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

     15. Time shall be of the essence for each Pricing Agreement. As used herein, “business day” shall mean any day other than a Saturday or Sunday or a day on which banks in the City of New York are authorized or required to close.

     16. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their clients, including the Company, which information may include the name and address of its clients, as well as other information that will allow the Underwriters to properly identify their clients.

     17. This Underwriting Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York.

     18. This Underwriting Agreement and each Pricing Agreement may be executed by any one or more of the parties thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

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     If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof.

Very truly yours, THE HARTFORD FINANCIAL   SERVICES GROUP, INC.
By:	/s/  LIAM MCGEE
	Name:	Liam E. McGee
	Title:	Chairman, President and Chief Executive Officer

Accepted as of the date hereof: GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES INC. As Representatives of the Underwriters listed in Schedule I to the Pricing Agreement GOLDMAN, SACHS & CO.
By:	/s/  GOLDMAN, SACHS & CO.
	Name:
	Title:
J.P. MORGAN SECURITIES INC.
By:	/s/  KHALED HABAYEB
	Name:	Khaled Habayeb
	Title:	Vice President

ANNEX I

[See Exhibit 1.4.]

ANNEX II

     1. The execution and delivery of the Pricing Agreement have been duly authorized by all necessary corporate action of the Company, and the Pricing Agreement has been duly executed and delivered by the Company.

     2. The issuance and sale of the Securities to the Underwriters pursuant to the Pricing Agreement do not, and the performance by the Company of its obligations in the Pricing Agreement will not require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York that in our experience normally would be applicable to general business entities with respect to such issuance, sale or performance (but we express no opinion relating to any state securities or Blue Sky laws or any state insurance laws or regulations), except (a) the approval of the United States Department of the Treasury that will be required for the repurchase of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series E, as contemplated by the Final Prospectus, (b) such as have been obtained or effected under the Securities Act and the Securities Exchange Act of 1934, as amended, and (c) such as may be required in connection with the listing of the Securities on the New York Stock Exchange.

     3. No registration of the Company under the U.S. Investment Company Act of 1940, as amended, is required for the offer and sale of the Securities by the Company in the manner contemplated by the Pricing Agreement and the Final Prospectus and the application of the proceeds thereof as described in the Final Prospectus.

     4. The statements under the heading “Description of Capital Stock” in the Pricing Prospectus considered together with the document attached as Annex I hereto and the Final Prospectus, insofar as such statements purport to summarize certain provisions of the Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws of the Company, provide a fair summary of such provisions.

     5. The statements under the heading “Certain U.S. Federal Tax Considerations” in the Pricing Prospectus and the Final Prospectus, insofar as such statements purport to summarize certain federal income tax laws of the United States, constitute a fair summary of the principal U.S. federal income tax consequences of an investment in the Securities.

     Based on our participation in such conferences and conversations and our review of such records and documents as described in our letter, our understanding of the U.S. federal securities laws and the experience we have gained in our practice thereunder, we advise you that:

          (a) The Registration Statement (except the financial statements and schedules and other financial data included therein, as to which we express no view), at the time it became effective, and the Final Prospectus (except as aforesaid), as of the date thereof, appeared on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the rules and regulations thereunder.

          (b) The documents incorporated by reference in the Registration Statement and the Final Prospectus (except the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which we express no view), as of the respective dates of their filing with the Commission, appeared on their face to be appropriately responsive in all material respects to the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

          (c) No information has come to our attention that causes us to believe that the Registration Statement, including the documents incorporated by reference therein (except the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which we express no view), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

          (d) No information has come to our attention that causes us to believe that the Pricing Prospectus, including the documents incorporated by reference therein, considered together with the document attached as Annex I hereto (except in each case the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which we express no view), at [•] on March [•], 2010, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          (e) No information has come to our attention that causes us to believe that the Final Prospectus, including the documents incorporated by reference therein (except in each case the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which we express no view), as of the date thereof and hereof, contained or contains an untrue statement of a material fact or

omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     ANNEX III

1.	The Company is validly existing and in good standing under the laws of the State of Delaware, with the corporate power and authority to own its properties and conduct its business as described in the Pricing Prospectus and the document attached as Annex I hereto, and the Final Prospectus, as amended or supplemented.
2.	The Company’s authorized share capital is as set forth in the Pricing Prospectus and the document attached as Annex I hereto, and the Final Prospectus, as amended or supplemented.
3.	All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable.
4.	The Securities have been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the Pricing Agreement, will be validly issued by the Company and will be fully paid and nonassessable; and the holders of outstanding shares of capital stock of the Company will not be entitled to any preemptive rights to subscribe for the Securities under the Amended and Restated Certificate of Incorporation or Amended and Restated By-Laws of the Company or the DGCL.
5.	Except as described in the Pricing Prospectus, the document attached as Annex I hereto and the Final Prospectus, as amended or supplemented, there is no action, suit or proceeding pending, nor, to the best of my knowledge, is there any action, suit or proceeding threatened against the Company and its subsidiaries that (a) might reasonably be expected to have a material adverse effect on the financial condition, results of operations or business of the Company and its subsidiaries, considered as a whole (a “Material Adverse Effect”) or (b) is required to be disclosed in the Registration Statement, as amended or supplemented.
6.	The Pricing Agreement has been duly authorized, executed and delivered by the Company.
7.	The issue and sale of the Securities and the compliance by the Company with the Pricing Agreement with respect to the Securities do not, and the consummation of the transactions therein contemplated will not, (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a

default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to me to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, or (b) result in any violation of the provisions of (i) the Amended and Restated Certificate of Incorporation or Amended and Restated By-laws of the Company or (ii) any statute or any order, rule or regulation known to me of any court or governmental agency or body having jurisdiction over the Company or any of its properties; except, in the case of clauses (a) and (b)(ii), for such violations that would not have a Material Adverse Effect; provided that I express no opinion in this paragraph (7) with respect to state securities laws or the antifraud provisions of the United States federal securities laws.

8.

No consent or authorization of, approval by, notice to or filing with any court or governmental authority is required to be obtained or made on or prior to the date hereof by the Company for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Pricing Agreement, except (a) the approval of the United States Department of the Treasury that will be required for the repurchase of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series E, as contemplated by the Final Prospectus, (b) such as have been obtained or effected under the Securities Act and the Securities Exchange Act of 1934, as amended, and (c) such as may be required in connection with the listing of the Securities on the New York Stock Exchange; provided that I express no opinion in this paragraph (8) with respect to state securities laws or the antifraud provisions of the United States federal securities laws.

EX-1.2

Exhibit 1.2

The Hartford Financial Services Group, Inc.

20,000,000 Depositary Shares, each Representing a 1/40^th Share of
7.25% Mandatory Convertible Preferred Stock, Series F
(initial liquidation preference of $1,000.00 per share)

Underwriting Agreement

General Terms and Conditions

March 17, 2010

To the Underwriters named in
Schedule I to the applicable Pricing Agreement.

Ladies and Gentlemen:

     From time to time The Hartford Financial Services Group, Inc., a Delaware corporation (the "Company”) proposes to enter into one or more Pricing Agreements in the form of Annex I hereto (each, a “Pricing Agreement”), which incorporates by reference these Underwriting Agreement General Terms and Conditions (this “Underwriting Agreement”), with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters”) certain depositary shares (the “Firm Depositary Shares”) each representing a 1/40^th share of its 7.25% Mandatory Convertible Preferred Stock, Series F, with an initial liquidation preference of $1,000.00 per share of the Company (the “Preferred Stock”) specified in Schedule II to such Pricing Agreement. If specified in such Pricing Agreement, the Company may grant to the Underwriters the right to purchase at their election additional depositary shares each representing a 1/40^th share of the Preferred Stock, specified in such Pricing Agreement as provided in Section 3 hereof (the “Optional Depositary Shares”). The Firm Depositary Shares and the Optional Depositary Shares, if any, which the Underwriters elect to purchase pursuant to Section 3 hereof are herein collectively called the “Designated Securities.”

     The Designated Securities will be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of March 23, 2010, among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and

owners and beneficial owners from time to time of the Designated Securities. Each Designated Security will initially represent the right to receive 1/40^th of a share of Preferred Stock pursuant to the Deposit Agreement.

     The terms of the Preferred Stock will be set forth in a certificate of designations (the "Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of Delaware. The Preferred Stock will be convertible into a variable number of shares (the "Conversion Shares”) of common stock, $0.01 par value per share, of the Company (the “Common Stock”).

          1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities, for whom the firms designated as representatives of the Underwriters of such Designated Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter who acts without any firm being designated as its or their representatives. The Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Designated Securities or as an obligation of the Underwriters to purchase any of the Designated Securities. The obligation of the Company to issue and sell any of the Designated Securities and the obligation of any of the Underwriters to purchase any of the Designed Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate number of Designated Securities, the initial public offering price of such Designated Securities or the manner of determining such price, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters, the number of such Designated Securities to be purchased by each Underwriter and the commission, if any, payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Designated Securities, and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Deposit Agreement, the Certificate of Designations and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under any Pricing Agreement shall be several and not joint.

          2. The Company represents and warrants to, and agrees with, each of the Underwriters that:

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     (a) A registration statement on Form S-3 (File No. 333-142044), as amended, in respect of the Designated Securities has been filed with the Securities and Exchange Commission (the “Commission”). For purposes of this Agreement and the applicable Pricing Agreement, the following terms have the specified meanings:

   “Base Prospectus” means the base prospectus filed as part of the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date hereof, relating to the Designated Securities and the Preferred Stock;

   “Disclosure Package” means, as of the Applicable Time (as defined in the applicable Pricing Agreement), the Preliminary Prospectus, including all documents incorporated therein by reference, whether any such incorporated document is filed before or after the Preliminary Prospectus, so long as the incorporated document is filed before the Applicable Time, together with each Issuer Free Writing Prospectus filed or used by the Company at or before the Applicable Time and identified on Schedule III to the applicable Pricing Agreement;

   “Effective Date” means each effective date of the Registration Statement pursuant to Rule 430B under the Securities Act for purposes of liability under Section 11 of the Securities Act of 1933, as amended (the “Act”) of the Company or the Underwriters;

   “Final Term Sheet” means each term sheet prepared pursuant to Section 5(a) of this Agreement and substantially in the form attached in Schedule IV of the Pricing Agreement;

   “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Designated Securities, including each Final Term Sheet;

   “Preliminary Prospectus” means the Base Prospectus, as supplemented by the preliminary prospectus supplement specifically relating to the Designated Securities and the Preferred Stock, in the form in which it has most recently been filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act and provided to the Representatives for use by the Underwriters;

   “Prospectus” means the Base Prospectus, as supplemented by the definitive prospectus supplement specifically relating to the Designated

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Securities and the Preferred Stock, in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof; and

   “Registration Statement” means the registration statement, as amended as of the Effective Date, including the Prospectus, all exhibits thereto, the documents incorporated by reference therein and the information deemed to be a part of such registration statement as of the Effective Date pursuant to Rule 430B under the Act; if the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.

   Any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any report of the Company filed pursuant to Sections 13(a) or 15(d) of the Exchange Act after the date on which the Registration Statement was originally declared effective by the Commission that is incorporated by reference in the Registration Statement;

     (b) The Registration Statement is an automatic shelf registration statement, as defined under Rule 405 of the Act, that became effective upon filing; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement in connection with the offering of the Designated Securities contemplated in the Pricing Agreement;

     (c) The documents incorporated by reference in the Disclosure Package and the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none

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of such documents at its time of filing contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Disclosure Package or Prospectus prior to the completion of the offering of the Designated Securities when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

     (d) The Registration Statement, as of the Effective Date, conforms, the Preliminary Prospectus, as of the date of the preliminary prospectus supplement comprising a part of such Preliminary Prospectus, conformed, and the Prospectus, as of the date of the prospectus supplement comprising part of such Prospectus, and any further amendments or supplements to the Registration Statement, the Preliminary Prospectus or the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder; the Registration Statement as of the Effective Date, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Disclosure Package, as of the Applicable Time, will not, and the Prospectus, as of the date of the prospectus supplement comprising part of such Prospectus and as of the applicable Time of Delivery (as defined in Section 4 hereof), will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Disclosure Package or the Prospectus, as applicable;

     (e) With respect to the offering of the Designated Securities contemplated under the Pricing Agreement, the Company is eligible to be treated as (i) a well-known seasoned issuer (as defined in Rule 405 under the Act) and (ii) an issuer that is not an “ineligible issuer” pursuant to Rule 405 under the Act;

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     (f) Except as described in or contemplated by the Registration Statement, the Disclosure Package and the Prospectus, there has not been any material adverse change in, or any adverse development which materially affects, the business, properties, financial condition or results of operations of the Company and its subsidiaries taken as a whole from the dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there has not been (A) any change in the consolidated capital stock (other than issuances of capital stock upon the exercise of options and stock appreciation rights, upon earn outs of performance shares, upon conversions of convertible securities and upon exercises of stock purchase contracts, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Disclosure Package and the Prospectus or issued thereafter as compensation consistent with past practice), (B) any material increase in the consolidated long-term debt of the Company and its subsidiaries or (C) any material adverse change, or any development involving a prospective material adverse change, in or affecting the business affairs, management, financial position, and stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole, in each of clauses (A), (B) or (C) above, otherwise than as described in or contemplated by the Disclosure Package and the Prospectus;

     (g) The Company and each subsidiary of the Company which meets the definition of a significant subsidiary as defined in Regulation S-X (collectively referred to herein as the “Significant Subsidiaries” and individually as a “Significant Subsidiary”) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with full corporate power and authority to own its properties and conduct its business; to the Company’s knowledge, all of the issued shares of capital stock of each Significant Subsidiary are owned, directly or indirectly through wholly-owned subsidiaries, by the Company free and clear of all material liens, encumbrances, equities or claims;

     (h) The Company has an authorized capitalization as set forth in the Disclosure Package; and all of the issued shares of capital stock, including the Common Stock and the Preferred Stock, have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive right. The Company’s Common Stock has been registered pursuant to Section 12(b) of the Exchange Act,

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and the outstanding shares of Common Stock are listed on the New York Stock Exchange (“NYSE”), and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock from the NYSE, nor has the Company received any notification that the Commission or the NYSE is contemplating terminating such registration or listing;

     (i) Upon due execution and delivery by the Depositary of the Designated Securities and the deposit of the Preferred Stock in respect thereof in accordance with the provisions of the Deposit Agreement, such Designated Securities will be duly and validly issued and the persons in whose names the Designated Securities are registered will be entitled to the rights specified therein and in the Deposit Agreement; no holder of the Designated Securities will be subject to personal liability solely by reason of being such a holder; the issuance of the Designated Securities will not be subject to preemptive rights (other than such as have been waived);

     (j) The Preferred Stock to be sold by the Company, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Designated Securities; the Preferred Stock has been duly and validly authorized by the Company for issuance and sale, and, when duly issued and deposited against issuance of the Designated Securities, and upon receipt of payment therefor as provided in the Pricing Agreement and the Deposit Agreement and upon the filing and effectiveness of the Certificate of Designations, will be duly and validly issued, fully paid and non-assessable; upon payment of the purchase price and deposit of the Preferred Stock against issuance of the Designated Securities in accordance with the Pricing Agreement and the Deposit Agreement, the Underwriters will receive good, valid and marketable title to the Designated Securities, free and clear of all security interests, mortgages, pledges, liens, encumbrances, claims and restrictions; no holder of the Preferred Stock will be subject to personal liability solely by reason of being such a holder; and the issuance of the Preferred Stock will not be subject to preemptive rights (other than such as have been waived);

     (k) Upon issuance and deposit of the Preferred Stock against issuance of the Designated Securities in accordance with the Pricing Agreement, the Deposit Agreement and the Prospectus and the filing and effectiveness of the Certificate of Designations, the Preferred Stock will be convertible into the shares of Common Stock initially issuable upon the conversion of the Preferred Stock in accordance with the terms of the Preferred Stock and the Certificate of Designations; the Conversion Shares

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initially issuable by the Company upon conversion of the Preferred Stock in accordance with the terms of the Certificate of Designation have been duly authorized and reserved for issuance upon such conversion by all necessary corporate action and such shares, when issued upon such conversion in accordance with the terms of the Preferred Stock and the Certificate of Designations will be validly issued and fully paid and non-assessable and will not be subject to the preemptive or other similar rights of any securityholder of the Company (other than such as have been waived);

     (l) The issue and sale of the Designated Securities, the issue and deposit of the Preferred Stock with the Depositary against issuance of the Designated Securities and the issue of the Conversion Shares initially issuable by the Company upon conversion of the Preferred Stock in accordance with the terms of the Certificate of Designations, and the compliance by the Company with all the provisions of the Designated Securities, the Pricing Agreement with respect to the Designated Securities, the Deposit Agreement and the Certificate of Designations and the consummation of the transactions therein contemplated have not conflicted with or resulted in a breach or violation of any of the terms or provisions of, or constituted a default under, and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, except for such breaches, conflicts, violations or defaults which would not have, individually or in the aggregate with such other breaches, conflicts, violations and defaults, a material adverse effect on the financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, considered as a whole, and which will not affect the validity, performance or consummation of the transactions contemplated by the Deposit Agreement, the Certificate of Designations or the Pricing Agreement with respect to the Designated Securities, and have not resulted and will not result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or Amended By-laws of the Company or any statute, rule or regulation, or any order or decree of any court or regulatory authority or other governmental agency or body having jurisdiction over the Company or any of its properties; and no consent, approval, authorization, license, order, registration or qualification of or with any such court, regulatory authority or other governmental agency or body is required for the issue and sale of the Designated Securities, the issue and deposit of the Preferred Stock with the Depositary against issuance of the

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Designated Securities and the issue of the Conversion Shares initially issuable by the Company upon conversion of the Preferred Stock in accordance with the terms of the Certificate of Designations or the consummation by the Company of the transactions contemplated by the Pricing Agreement with respect to the Designated Securities or the Certificate of Designations, except the approval of the U.S. Department of Treasury (the “Treasury”) that will be required for the repurchase of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series E (the “TARP Preferred Stock”), those which have been or will have been prior to the First Time of Delivery, obtained under the Act and the Exchange Act, such consents, approvals, authorizations, registrations or qualifications as may be required under state or foreign securities or state insurance securities laws in connection with the purchase and distribution of the Designated Securities by the Underwriters, except the filing of the Certificate of Designations with the Secretary of State in the State of Delaware and the listing of the Designated Securities on the NYSE, and except for such consents, approvals, authorizations, licenses, orders, registrations or qualifications which the failure to make, obtain or comply with would not have, individually or in the aggregate with such other failures, a material adverse effect on the financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, considered as a whole, and which will not affect the validity, performance or consummation of the transactions contemplated by the Deposit Agreement, the Certificate of Designations or the Pricing Agreement with respect to the Designated Securities;

     (m) Except as described in the Disclosure Package and the Prospectus, there is no action, suit or proceeding pending, nor to the knowledge of the Company, is there any action, suit or proceeding threatened, which might reasonably be expected to result in a material adverse change in the financial condition, results of operations or business of the Company and its subsidiaries considered as a whole or which is required to be disclosed in the Registration Statement;

     (n) This Underwriting Agreement and the Pricing Agreement with respect to the Designated Securities have been duly authorized, executed and delivered by the Company;

     (o) The Deposit Agreement has been duly authorized by the Company and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by

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applicable bankruptcy, reorganization, moratorium, insolvency or similar laws of general applicability relating to or affecting creditors’ rights generally or by equitable principles relating to enforceability;

     (p) The Certificate of Designations has been duly authorized by the Company. The Certificate of Designations sets forth the rights, preferences and priorities of the Preferred Stock, and the holders of the Preferred Stock will have the rights set forth in the Certificate of Designations upon filing with the Secretary of State for the State of Delaware;

     (q) The financial statements included in the Disclosure Package, the Registration Statement and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and, except as otherwise disclosed in the Disclosure Package and the Prospectus as amended or supplemented, such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis; any schedules included in the Registration Statement present fairly the information required to be stated therein;

     (r) There are no contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement, the Disclosure Package or the Prospectus which are not filed or described as required;

     (s) The Company and its consolidated subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (1) transactions are executed in accordance with management’s general or specific authorization; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) and to maintain accountability for assets; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness identified by management, or by the Company’s auditors and communicated to management, in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially

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affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;

     (t) The Company and its consolidated subsidiaries employ disclosure controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure;

     (u) The Company is not, and after giving affect to the issue and sale of the Designated Securities will not be, required to register as an “investment company” as such term is defined under the Investment Company Act of 1940;

     (v) The Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Designated Securities in contravention of applicable law;

     (w) The Designated Securities and the capital stock of the Company, including the Preferred Stock and Common Stock, conform in all material respects to each description thereof contained or incorporated by reference in the Registration Statement, any Base Prospectus, the Prospectus or any Issuer Free Writing Prospectus;

     (x) The Company will reserve and keep available at all times, free of preemptive rights, the full number of Conversion Shares then issuable by the Company upon conversion of the Preferred Stock in accordance with the terms of the Certificate of Designations; and

     (y) Between the date hereof and the applicable Time of Delivery, the Company will not do or authorize any act or thing that would result in an adjustment of the conversion price of the Preferred Stock.

     3. Upon the execution of the Pricing Agreement applicable to the Firm Depositary Shares and authorization by the Representatives of the release of the Firm Depositary Shares, the several Underwriters propose to offer the Firm

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Depositary Shares for sale upon the terms and conditions set forth in the Disclosure Package and the Prospectus as amended or supplemented.

     The Company may specify in the Pricing Agreement that the Company thereby grants to the Underwriters the right to purchase at their election up to a certain number of Optional Depositary Shares on the terms set forth in such Pricing Agreement. Any such election to purchase Optional Depositary Shares may be exercised by written notice from the Representatives to the Company, given within a period specified in the Pricing Agreement, setting forth the aggregate number of Optional Depositary Shares to be purchased and the date on which such Optional Depositary Shares are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless the Representatives and the Company otherwise agree in writing, earlier than or later than the respective number of business days after the date of such notice set forth in such Pricing Agreement.

     The number of Optional Depositary Shares to be added to the number of Firm Depositary Shares, respectively, to be purchased by each Underwriter as set forth in Schedule I to the Pricing Agreement shall be the number of Optional Depositary Shares which the Company has been advised by the Representatives have been allocated to such Underwriter; provided that if the Company has not been so advised, the number of Optional Depositary Shares to be so added shall be that proportion of Optional Depositary Shares which the number of Firm Depositary Shares to be purchased by such Underwriter under such Pricing Agreement bears to the aggregate number of Firm Depositary Shares (rounded as the Representatives may determine to the nearest 100 shares). The total number of depositary shares to be purchased by all the Underwriters pursuant to such Pricing Agreement shall be the aggregate number of Firm Depositary Shares set forth in Schedule I to such Pricing Agreement plus the aggregate number of Optional Depositary Shares which the Underwriters elect to purchase.

     4. The Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of each such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours in advance as specified in such Pricing Agreement, (i) with respect to the Firm Depositary Shares, all in the manner and at the place, time and date specified in such Pricing Agreement or at such other place, time and date as the Representatives and the Company may agree upon in writing, such time and date

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being herein called the “First Time of Delivery”, and (ii) with respect to the Optional Depositary Shares, if any, in the manner and at the time and date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional Depositary Shares in accordance with the provisions of the Pricing Agreement or at such other time and date as the Representatives and the Company may agree upon in writing, such time and date, if not the First Time of Delivery, herein called the “Additional Time of Delivery”. Each such time and date for delivery is herein called a “Time of Delivery”.

     5. The Company agrees with each of the Underwriters of the Designated Securities:

     (a) To prepare the Final Term Sheet, substantially in the form of Schedule IV to the applicable Pricing Agreement and approved by the Representatives, and file the Final Term Sheet pursuant to Rule 433(d) of the Act within the time period prescribed by such Rule; to prepare the Prospectus as amended or supplemented in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus and the Preliminary Prospectus pursuant to Rule 424(b) under the Act within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented on the date of the Pricing Agreement relating to such Designated Securities and prior to the Time of Delivery for such Designated Securities which shall be disapproved by the Representatives for such Designated Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Designated Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Preliminary Prospectus or the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Designated Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Designated Securities for offering or sale in any jurisdiction, of the initiation or threatening of any

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proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Designated Securities or suspending any such qualification, to promptly use its reasonable best efforts to obtain the withdrawal of such order;

     (b) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Designated Securities for offering and sale under the insurance and securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Designated Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; and provided further that the Company shall not be required to qualify the Designated Securities in any jurisdiction if such qualification would result in any obligation on the part of the Company to make filings with any governmental entity in such jurisdiction after the completion of the offering;

     (c) Prior to 12:00 p.m. or such reasonable time thereafter, New York City time, on the business day next succeeding the date of the Pricing Agreement applicable to the Designated Securities and from time to time, to furnish the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), the Preliminary Prospectus, any Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request;

     (d) During the period in which the Prospectus relating to the Designated Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Act) is required to be delivered under the Act, the Company will comply with all requirements imposed upon it by the Act, as from time to time in force, so far as is necessary to permit the continuance of

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sales of or dealings in the Designated Securities as contemplated by the provisions of this Agreement and by the Disclosure Package and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Act, the Company will promptly notify the Representatives and will, subject to Section 5(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and will furnish without charge to each Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request;

     (e) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

     (f) Without the prior written consent of each of the Representatives on behalf of the Underwriters, it will not, during the period beginning from the date of the Pricing Agreement for the Designated Securities and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Designated Securities to the Underwriters hereunder, including the issuance of the

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Preferred Stock and Conversion Shares, (b) the concurrent offering of the Common Stock; (c) the repurchase or redemption by the Company of the TARP Preferred Stock; (d) certain transfers by executive officers and directors of the Company, as specified in the Lock-up Agreements, each substantially in the form of Schedule V to the Pricing Agreement, between you and such executive officers and directors; (e) any offering of securities conducted pursuant to registration rights granted by the Company prior to the date hereof to Treasury or Allianz SE or any of their respective permitted transferees; or (f) issuances of Common Stock pursuant to equity compensation plans existing on, or upon the conversion, exercise or exchange of any option or convertible or exchangeable securities outstanding as of, the date hereof (including issuances of shares of our Common Stock pursuant to any equity compensation plan that, as of the date hereof, has been adopted subject to the approval of our shareholders);

     (g) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall either (i) by the time of filing pay to the Commission the filing fee for the Rule 462(b) Registration Statement or (ii) at the time of filing submit with the 462(b) Registration Statement the certification required under Rule 111(b) under the Act;

     (h) The Company will, prior to the First Time of Delivery or the Additional Time of Delivery, as the case may be, deposit the Preferred Stock with the Depositary in accordance with the provisions of the Deposit Agreement and otherwise comply with the Deposit Agreement so that Depositary Shares will be issued by the Depositary against receipt of such Preferred Stock and delivered to the Underwriters against payment therefor at the First Time of Delivery or the Additional Time of Delivery, as the case may be;

     (i) Within 30 days after the First Time of Delivery, the Designated Securities and the Conversion Shares shall have been approved for listing on the NYSE; and

     (j) As soon as reasonably practicable after the closing of the transaction contemplated herein and subject to the receipt of applicable regulatory approvals, the Company shall repurchase and/or redeem all outstanding shares of the TARP Preferred Stock.

     6. Free Writing Prospectuses.

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     (a) The Company represents and warrants to, and agrees with, each Underwriter that (i) the Company has not made, and will not, make any offer relating to the Designated Securities that would constitute an Issuer Free Writing Prospectus without the prior consent of the Representatives, such consent not to be unreasonably withheld (which consent being deemed to have been given with respect to (A) the Final Term Sheet prepared and filed pursuant to Section 5(a) hereof and (B) any other Issuer Free Writing Prospectus identified on Schedule III to the applicable Pricing Agreement); (ii) each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Act on the date of first use, and the Company has complied and will comply with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to Rule 433 under the Act; (iii) each Issuer Free Writing Prospectus will not, as of its issue date and, to the extent not amended or superseded, at all subsequent times through completion of the offering, include any information that conflicts with the information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus; and (iv) each Issuer Free Writing Prospectus, when considered together with the information contained in the Preliminary Prospectus and any other Issuer Free Writing Prospectus issued prior thereto or as of its issue date, will not, as of the Applicable Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by an Underwriter through the Representatives for use therein.

     (b) Each Underwriter represents and warrants to, and agrees with, the Company and each other Underwriter that it has not made, and will not make any offer relating to the Designated Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Act), without the prior consent of the Company and the Representatives, provided however, that prior to the preparation of the Final Term Sheet in accordance with Section 5(a) of this Agreement, the Underwriters are authorized to use a free writing prospectus that contains only information (i) describing the preliminary terms of the Designated Securities or their offering or (ii) describing the final terms of the Designated Securities which will not be inconsistent with the Final Term Sheet.

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     (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus or would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, untrue statement or omission.

     7. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Designated Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Certificate of Designations, the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Disclosure Package and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, any Pricing Agreement, the Deposit Agreement, any Blue Sky or similar investment surveys or memoranda, closing documents (including compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Designated Securities; (iii) all expenses in connection with the qualification of the Designated Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey(s); (iv) the cost of preparing certificates for the Designated Securities; (v) any filing fees incident to any required review by the Financial Industry Regulatory Authority Inc. of the terms of the sale of the Designated Securities; (vi) the costs and charges of the Depositary, any transfer agent or registrar or paying agent; (vii) all the Company’s costs and expenses relating to investor roadshow and similar presentations; (viii) the costs of listing the Designated Securities and the Conversion Shares on the NYSE; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Designated Securities by them, and any advertising expenses connected with any offers they may make.

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     8. The obligations of the Underwriters of any Designated Securities under the Pricing Agreement applicable to such Designated Securities shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of the Company in or incorporated by reference in the Pricing Agreement relating to such Designated Securities be, at and as of each Time of Delivery for such Designated Securities, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

     (a) The Preliminary Prospectus and the Prospectus shall have been filed with the Commission in a timely fashion in accordance with Section 5(a) hereof; all filings (including, without limitation, the filing of the Final Term Sheet) required by Rule 424(b) or Rule 433 of the Act shall have been made within the time periods prescribed by such rules; the Rule 462(b) Registration Statement, if any, shall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any amendment or supplement thereto or preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with;

     (b) No Underwriter shall have been advised by the Company, or shall have discovered and disclosed to the Company, that the Registration Statement, as of the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Disclosure Package as of the Applicable Time or the Prospectus as of the date of the prospectus supplement comprising part of such Prospectus or as of each Time of Delivery contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact which is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in any case in the judgment of the Representatives after consultation with counsel to the Underwriters;

     (c) Davis Polk & Wardwell LLP, counsel for the Underwriters, shall have furnished to the Representatives such opinion or letters, dated each Time of Delivery for such Designated Securities, with respect to the Pricing Agreement applicable to the Designated Securities, the validity of the Designated Securities being delivered at such Time of Delivery, the

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Certificate of Designations, the Deposit Agreement, the Registration Statement, the Disclosure Package, the Prospectus and such other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

     (d) Cleary Gottlieb Steen & Hamilton LLP, counsel for the Company, shall have furnished to the Representatives their written opinion dated each Time of Delivery for such Designated Securities, in form and substance satisfactory to you, to the effect set forth in Annex II hereto.

     (e) Alan J. Kreczko, Esq., Executive Vice President and General Counsel to the Company, shall have furnished to you his written opinion, dated each Time of Delivery for such Designated Securities, in form and substance satisfactory to you, to the effect set forth in Annex III hereto.

     (f) Alan J. Kreczko, Esq., Executive Vice President and General Counsel to the Company, shall have furnished to you a letter, dated each Time of Delivery for such Designated Securities, to the effect that:

     (i) Based upon specified participation of such counsel in connection with the preparation of the Registration Statement, the Disclosure Package and the Prospectus, (a) the Registration Statement (except the financial statements and schedules and other financial data included therein, as to which such counsel expresses no view), at the time it became effective, and the Prospectus (except as aforesaid), as of the date thereof, appeared on their face to be appropriately responsive in all material respects to the requirements of the Act and the rules and regulations thereunder; (b) the documents incorporated by reference in the Registration Statement and the Prospectus (except the financial statements and schedules and other financial data and management’s report on the effectiveness of

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internal control over financial reporting included therein, as to which such counsel expresses no view), as of the respective dates of their filing with the Commission, appeared on their face to be appropriately responsive in all material respects to the requirements of the Exchange Act, and the rules and regulations thereunder; (c) such counsel has no reason to believe that (I) the Registration Statement, including the documents incorporated by reference therein (except the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which such counsel expresses no view), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (II) as of the Applicable Time, the Disclosure Package (other than the financial statements and related schedules and other financial data therein, as to which such counsel need express no belief) contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (III) the Prospectus, including the documents incorporated by reference therein (except the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which such counsel expresses no view), as of its date and such Time of Delivery, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (d) no information has come to such counsel’s attention that causes such counsel to believe that any amendment to the Registration Statement required to be filed or any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or required to be described in the Registration Statement or the Prospectus, including the documents incorporated by reference therein, are not filed or incorporated by reference or described as required;

     (g) On the date of the Pricing Agreement for the Designated Securities at a time prior to the execution of the Pricing Agreement with respect to such Designated Securities and at each Time of Delivery for such Designated Securities, Deloitte and Touche LLP, independent registered public accounting firm, shall have furnished to the Representatives a letter, dated the date of the Pricing Agreement and a letter dated each Time of Delivery, respectively, as to such matters ordinarily included in accountants’ “comfort letters” to underwriters as the Representatives may reasonably request and in form and substance satisfactory to the Representatives;

     (h) (i) Except as described in or contemplated by the Registration Statement, the Disclosure Package and the Prospectus, there

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has not been any material adverse change in, or any adverse development which materially affects, the business, properties, financial condition or results of operations of the Company and its subsidiaries, considered as a whole, from the dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus; and (ii) since the respective dates as of which information is given in the Disclosure Package and the Prospectus there shall not have been (A) any change in the capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Prospectus or issued thereafter as compensation consistent with past practice), (B) any change in long-term debt of the Company or any of its subsidiaries or (C) any change, or any development involving a prospective change, in or affecting the business affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries considered as a whole, in each of clauses (A), (B) or (C) above, otherwise than as described in or contemplated by the Disclosure Package and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the reasonable judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Disclosure Package and the Prospectus;

     (i) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and has become effective;

     (j) On or after the date of the Pricing Agreement relating to the Designated Securities (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities the effect of which, in any case described in clause (i) or (ii), is in your reasonable judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Disclosure Package and the Prospectus;

     (k) On or after the date of the Pricing Agreement relating to the Designated Securities there shall not have occurred any of the following:

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(i) a suspension or material limitation in trading in securities generally on the NYSE; (ii) a material suspension or limitation in trading in the Company’s securities on the NYSE; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (iv) a material adverse change in the financial markets, the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or other calamity or crisis, if the effect of any such event specified in this clause (iv) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Disclosure Package and the Prospectus;

     (l) The Company shall have furnished or caused to be furnished to the Representatives at each Time of Delivery for the Designated Securities a certificate or certificates of officers of the Company satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a), (h), (i), and (j) of this Section and as to such other matters as the Representatives may reasonably request; and

     (m) Lock-up Agreements, each substantially in the form of Schedule V to the Pricing Agreement, between you and certain executive officers and directors of the Company, delivered to you before the date hereof, shall be in full force and effect on each Time of Delivery.

     9. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Disclosure Package, the Prospectus, or any amendments or supplement thereto, any related preliminary prospectus or preliminary prospectus supplement, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the

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Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such losses, claims, damages, liabilities or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Schedule II to the Pricing Agreement.

     (b) Each Underwriter of Designated Securities will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Disclosure Package, the Prospectus, or any amendments or supplement thereto, any related preliminary prospectus or preliminary prospectus supplement, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives, if any, specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Schedule II to the Pricing Agreement.

     (c) Promptly after receipt by an indemnified party under this section of notice of the commencement of any action, such indemnified

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party shall, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a) or (b) above. In the case of parties indemnified pursuant to Section 9(a) above, counsel to the indemnified parties shall be selected by the Representatives. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 9 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

     (d) If the indemnification provided for in this Section is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Designated Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportions as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements of omissions which resulted in such losses, claims, damages or liabilities as well as any relevant equitable considerations. The relative benefits received by the Company on one hand and the Underwriters on

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the other hand shall be deemed to be in the same proportions as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

     (e) The obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Underwriters and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director and officer of the Company and to each person, if any, who controls the Company within the meaning of the Act.

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   10. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase under the Pricing Agreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities, as the case may be, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone a Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Disclosure Package or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in the Pricing Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.

     (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate number of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate number of the Designated Securities to be purchased at the respective Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been

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made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

     (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate number of Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate number of the Designated Securities as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

     11. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth or incorporated by reference in the Pricing Agreement with respect to the Designated Securities or made by or on behalf of them, respectively, pursuant to such Pricing Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Designated Securities.

     12. If any Pricing Agreement shall be terminated due to the failure of Davis Polk & Wardwell LLP to deliver its opinion to the Representatives pursuant to Section 8(c) or pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities governed by such Pricing Agreement except as provided in Sections 7 and 9 hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein (other than in respect of a breach of the Pricing Agreement by any Underwriter of Designated Securities covered by such Pricing Agreement), the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further

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liability to any Underwriter with respect to such Designated Securities except as provided in Sections 7 and 9 hereof.

     The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Designated Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

     13. In all dealings under the Pricing Agreement applicable to the Designated Securities, the Representatives of the Underwriters of the Designated Securities shall act on behalf of each of such Underwriters, and the parties thereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any such Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in such Pricing Agreement.

     All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement with respect to the Designated Securities; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement: Attention: General Counsel; provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

     14. This Agreement and each Pricing Agreement with respect to the Designated Securities shall be binding upon, and inure solely to the benefit of, the Underwriters and the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls

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the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of such Pricing Agreement. No purchaser of any of the Designated Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

     15. Time shall be of the essence for each Pricing Agreement. As used herein, “business day” shall mean any day other than a Saturday or Sunday or a day on which banks in the City of New York are authorized or required to close.

     16. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their clients, including the Company, which information may include the name and address of its clients, as well as other information that will allow the Underwriters to properly identify their clients.

     17. This Underwriting Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York.

     18. This Underwriting Agreement and each Pricing Agreement may be executed by any one or more of the parties thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

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     If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof.

Very truly yours, THE HARTFORD FINANCIAL     SERVICES GROUP, INC.
By:	/s/  LIAM MCGEE
	Name:	Liam E. McGee
	Title:	Chairman, President and Chief Executive Officer

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.

As Representatives of the Underwriters listed in
Schedule I to the Pricing Agreement

GOLDMAN, SACHS & CO.
By:	/s/  GOLDMAN, SACHS & CO.
	Name:
	Title:
J.P. MORGAN SECURITIES INC.
By:	/s/  SANTOSH SREENIVASAN
	Name:	Santosh Sreenivasan
	Title:	Managing Director

ANNEX I

[See Exhibit 1.5.]

ANNEX II

          1. The Preferred Securities have been duly authorized by all necessary corporate action of the Company, have been validly issued by the Company and are fully paid and nonassessable.

          2. A number of shares of Common Stock into which the Preferred Securities are convertible equal to (i) the Share Cap (as defined in the Certificate of Designations) times (ii) the number of Preferred Securities issued by the Company have been duly authorized by all necessary corporate action of the Company and reserved for issuance upon conversion and, upon issuance thereof on conversion of the Preferred Securities in accordance with the terms of the Preferred Securities at the initial Maximum Conversion Rate (as defined in the Certificate of Designations), will be validly issued, fully paid and nonassessable.

          3. The execution and delivery of the Deposit Agreement have been duly authorized by all necessary corporate action of the Company, and the Deposit Agreement has been duly executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms (except that we express no opinion with respect to Section [•] of the Deposit Agreement providing for indemnification).

          4. Upon due execution and delivery by the Depositary of the Master DRs evidencing Depositary Shares against the deposit of Preferred Securities by the Company in respect thereof in accordance with the provisions of the Deposit Agreement, such Master DRs will be duly and validly issued and the persons in whose names the Master DRs are registered will be entitled to the rights specified therein and in the Deposit Agreement.

          5. The execution and delivery of the Pricing Agreement have been duly authorized by all necessary corporate action of the Company, and the Pricing Agreement has been duly executed and delivered by the Company.

          6. The issuance and sale of the Depositary Shares to the Underwriters pursuant to the Pricing Agreement, the issuance and deposit of the Preferred Securities with the Depositary against the issuance of the Depositary Shares and the initial issuance of the shares of Common Stock upon conversion of the Preferred Securities in accordance with the terms of the Certificate of Designations do not, and the performance by the Company of its obligations in the Pricing Agreement, the Deposit Agreement and the Certificate of Designations will not, require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York that in our experience normally would be

applicable to general business entities with respect to such issuance, sale or performance (but we express no opinion relating to any state securities or Blue Sky laws or any state insurance laws or regulations), except (a) the filing of the Certificate of Designations with the Secretary of State in the State of Delaware, (b) the approval of the U.S. Department of the Treasury that will be required for the repurchase of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series E, as contemplated by the Final Prospectus, (c) such as have been obtained or effected under the Securities Act and the Securities Exchange Act of 1934, as amended, and (d) such as may be required in connection with the listing of the Depositary Shares and the shares of Common Stock issuable upon conversion thereof on the New York Stock Exchange.

          7. No registration of the Company under the U.S. Investment Company Act of 1940, as amended, is required for the offer and sale of the Depositary Shares by the Company in the manner contemplated by the Pricing Agreement, the Depositary Agreement and the Final Prospectus and the application of the proceeds thereof as described in the Final Prospectus.

          8. The statements under the headings “Description of Capital Stock”, “Description of the Depositary Shares” and “Description of the Mandatory Convertible Preferred Stock” in the Pricing Prospectus considered together with the document attached as Annex I hereto and the Final Prospectus, insofar as such statements purport to summarize certain provisions of the Amended and Restated Certificate of Incorporation, Amended and Restated By-Laws, the Deposit Agreement and Certificate of Designations of the Company, provide a fair summary of such provisions.

          9. The statements under the heading “Certain U.S. Federal Tax Considerations” in the Pricing Prospectus and the Final Prospectus, insofar as such statements purport to summarize certain federal income tax laws of the United States, constitute a fair summary of the principal U.S. federal income tax consequences of an investment in the Depositary Shares.

          Based on our participation in such conferences and conversations and our review of such records and documents as described in our opinion, our understanding of the U.S. federal securities laws and the experience we have gained in our practice thereunder, we advise you that:

          (a) The Registration Statement (except the financial statements and schedules and other financial data included therein, as to which we express no view), at the time it became effective, and the Final Prospectus (except as aforesaid), as of the date thereof, appeared on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the rules and regulations thereunder.

          (b) The documents incorporated by reference in the Registration Statement and the Final Prospectus (except the financial statements

and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which we express no view), as of the respective dates of their filing with the Commission, appeared on their face to be appropriately responsive in all material respects to the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

          (c) No information has come to our attention that causes us to believe that the Registration Statement, including the documents incorporated by reference therein (except the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which we express no view), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

          (d) No information has come to our attention that causes us to believe that the Pricing Prospectus, including the documents incorporated by reference therein, considered together with the document attached as Annex I hereto (except in each case the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which we express no view), at [•] on March [•] , 2010, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          (e) No information has come to our attention that causes us to believe that the Final Prospectus, including the documents incorporated by reference therein (except in each case the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which we express no view), as of the date thereof and hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

ANNEX III

1.	The Company is validly existing and in good standing under the laws of the State of Delaware, with the corporate power and authority to own its properties and conduct its business as described in the Pricing Prospectus and the document attached as Annex I hereto, and the Final Prospectus, as amended or supplemented.
2.	The Company’s authorized share capital is as set forth in the Pricing Prospectus and the document attached as Annex I hereto, and the Final Prospectus, as amended or supplemented.
3.	All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable.
4.	The Preferred Securities have been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the Pricing Agreement and upon the filing of the Certificate of Designations, Preferences and Rights relating to the Preferred Securities (the “Certificate of Designations”), will be validly issued by the Company and will be fully paid and nonassessable; and the holders of outstanding shares of capital stock of the Company will not be entitled to any preemptive rights to subscribe for the Preferred Securities under the Amended and Restated Certificate of Incorporation or Amended and Restated By-Laws of the Company or the DGCL.
5.	Except as described in the Pricing Prospectus, the document attached as Annex I hereto and the Final Prospectus, as amended or supplemented, there is no action, suit or proceeding pending, nor, to the best of my knowledge, is there any action, suit or proceeding threatened against the Company or its subsidiaries that (a) might reasonably be expected to have a material adverse effect on the financial condition, results of operations or business of the Company and its subsidiaries, considered as a whole (a “Material Adverse Effect”) or (b) is required to be disclosed in the Registration Statement, as amended or supplemented.
6.	The Pricing Agreement has been duly authorized, executed and delivered by the Company.

7.	The Certificate of Designations has been duly authorized by all necessary corporate action by the Company.
8.	The issuance and sale of the Depositary Shares, the issuance and deposit of the Preferred Securities with the Depositary against the issuance of the Depositary Shares and shares of Common Stock initially issuable by the Company upon conversion of the Preferred Securities in accordance with the terms of the Certificate of Designations do not, and the compliance by the Company with the Pricing Agreement, the Deposit Agreement and the Certificate of Designations with respect to the Preferred Securities and the consummation of the transactions herein and therein contemplated will not, (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to me to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, or (b) result in any violation of the provisions of (i) the Amended and Restated Certificate of Incorporation or Amended and Restated By-laws of the Company or (ii) any statute or any order, rule or regulation known to me of any court or governmental agency or body having jurisdiction over the Company or any of its properties; except, in the case of clauses (a) and (b)(ii), for such violations that would not have a Material Adverse Effect; provided that I express no opinion in this paragraph (8) with respect to state securities laws or the antifraud provisions of the United States federal securities laws.
9.	No consent or authorization of, approval by, notice to or filing with any court or governmental authority is required to be obtained or made on or prior to the date hereof by the Company for the issuance and sale of the Depositary Shares, the issuance and deposit of the Preferred Securities with the Depositary against the issuance of the Depositary Shares and the initial issuance of the shares of Common Stock upon conversion of the Preferred Securities in accordance with the terms of the Certificate of Designations or the consummation by the Company of the transactions contemplated by, the Deposit Agreement, the Pricing Agreement or the Certificate of Designations except (a) the filing of the Certificate of Designations with the Secretary of State in the State of Delaware, (b) the approval of the U.S. Department of the Treasury that will be required for the repurchase of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series E, as contemplated by the Final Prospectus, (c) such as have been obtained or effected under the Securities Act and the Securities Exchange Act of 1934, as amended, and (d) such as may be required in connection with the listing of the Depositary Shares and the

shares of Common Stock issuable upon conversion thereof on the New York Stock Exchange; provided that I express no opinion in this paragraph (9) with respect to state securities laws or the antifraud provisions of the United States federal securities laws.

EX-1.3

Exhibit 1.3

The Hartford Financial Services Group, Inc.

$1,100,000,000

4.00% Senior Notes due March 30, 2015
5.50% Senior Notes due March 30, 2020
6.625% Senior Notes due March 30, 2040

Underwriting Agreement

General Terms and Conditions

March 18, 2010

To the Underwriters named in
Schedule I to the applicable Pricing Agreement.

Ladies and Gentlemen:

     From time to time The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”), proposes to enter into one or more Pricing Agreements in the form of Annex I hereto (each, a “Pricing Agreement”) which incorporates by reference these Underwriting Agreement General Terms and Conditions (this “Underwriting Agreement”), with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”).

     The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the indenture (the “Indenture”) identified in such Pricing Agreement.

     1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term

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“Representatives” also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter who acts without any firm being designated as its or their representatives. The Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of the Underwriters to purchase any of the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of the Designated Securities, the initial public offering price of such Designated Securities or the manner of determining such price, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters, the principal amount of such Designated Securities to be purchased by each Underwriter and the commission, if any, payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Designated Securities, and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under any Pricing Agreement shall be several and not joint.

     2. The Company represents and warrants to, and agrees with, each of the Underwriters that:

     (a) A registration statement on Form S-3 (File No. 333-142044), as amended, in respect of the Designated Securities has been filed with the Securities and Exchange Commission (the “Commission”). For purposes of this Agreement and the applicable Pricing Agreement, the following terms have the specified meanings:

     “Base Prospectus” means the base prospectus filed as part of the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date hereof, relating to the Designated Securities;

     “Disclosure Package” means, as of the Applicable Time (as defined in the applicable Pricing Agreement), the Preliminary Prospectus, including all documents incorporated therein by reference, whether any such incorporated document is filed before or after the Preliminary Prospectus, so long as the incorporated document is filed before the Applicable Time,

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together with each Issuer Free Writing Prospectus filed or used by the Company at or before the Applicable Time and identified on Schedule III to the applicable Pricing Agreement;

     “Effective Date” means each effective date of the Registration Statement pursuant to Rule 430B under the Securities Act for purposes of liability under Section 11 of the Securities Act of 1933, as amended (the “Act”) of the Company or the Underwriters;

     “Final Term Sheet” means each term sheet prepared pursuant to Section 5(a) of this Agreement and substantially in the form attached in Schedule IV of the applicable Pricing Agreement;

     “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Designated Securities, including each Final Term Sheet;

     “Preliminary Prospectus” means the Base Prospectus, as supplemented by the preliminary prospectus supplement specifically relating to the Designated Securities, in the form in which it has most recently been filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act and provided to the Representatives for use by the Underwriters;

     “Prospectus” means the Base Prospectus, as supplemented by the definitive prospectus supplement specifically relating to the Designated Securities, in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof; and

     “Registration Statement” means the registration statement, as amended as of the Effective Date, including the Prospectus, all exhibits thereto (excluding the Form T-1, except where otherwise stated), the documents incorporated by reference therein and the information deemed to be a part of such registration statement as of the Effective Date pursuant to Rule 430B under the Act; if the Company has filed an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.

     Any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the

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date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any report of the Company filed pursuant to Sections 13(a) or 15(d) of the Exchange Act after the date on which the Registration Statement was originally declared effective by the Commission that is incorporated by reference in the Registration Statement;

     (b) The Registration Statement is an automatic shelf registration statement, as defined under Rule 405 of the Act, that became effective upon filing; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement in connection with the offering of the Designated Securities contemplated in the Pricing Agreement;

     (c) The documents incorporated by reference in the Disclosure Package and the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents at its time of filing contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Disclosure Package or Prospectus prior to the completion of the offering of the Designated Securities when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

     (d) The Registration Statement, as of the Effective Date, conforms, the Preliminary Prospectus, as of the date of the preliminary prospectus supplement comprising a part of such Preliminary Prospectus,

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conformed, and the Prospectus, as of the date of the prospectus supplement comprising part of such Prospectus, and any further amendments or supplements to the Registration Statement, the Preliminary Prospectus or the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder; the Registration Statement as of the Effective Date, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Disclosure Package, as of the Applicable Time, will not, and the Prospectus, as of the date of the prospectus supplement comprising part of such Prospectus and as of the Time of Delivery (as defined in Section 4 hereof), will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Disclosure Package or the Prospectus, as applicable;

     (e) With respect to the offering of the Designated Securities contemplated under the Pricing Agreement, the Company is eligible to be treated as (i) a well-known seasoned issuer (as defined in Rule 405 under the Act) and (ii) an issuer that is not an “ineligible issuer” pursuant to Rule 405 under the Act;

     (f) Except as described in or contemplated by the Registration Statement, the Disclosure Package and the Prospectus, there has not been any material adverse change in, or any adverse development which materially affects, the business, properties, financial condition or results of operations of the Company and its subsidiaries taken as a whole from the dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there has not been (A) any change in the consolidated capital stock (other than issuances of capital stock upon the exercise of options and stock appreciation rights, upon earn outs of performance shares, upon conversions of convertible securities and upon exercises of stock purchase contracts, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Disclosure Package and the Prospectus or issued thereafter as compensation consistent with past practice), (B) any material

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increase in the consolidated long-term debt of the Company and its subsidiaries or (C) any material adverse change, or any development involving a prospective material adverse change, in or affecting the business affairs, management, financial position, and stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole, in each of clauses (A), (B) or (C) above, otherwise than as described in or contemplated by the Disclosure Package and the Prospectus;

     (g) The Company and each subsidiary of the Company which meets the definition of a significant subsidiary as defined in Regulation S-X (collectively referred to herein as the “Significant Subsidiaries” and individually as a “Significant Subsidiary”) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with full corporate power and authority to own its properties and conduct its business; to the Company’s knowledge, all of the issued shares of capital stock of each Significant Subsidiary are owned, directly or indirectly through wholly-owned subsidiaries, by the Company free and clear of all material liens, encumbrances, equities or claims;

     (h) The Company’s authorized share capital is as set forth in the Disclosure Package and the Prospectus; and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable;

     (i) The Designated Securities have been duly and validly authorized, and, when the Designated Securities are issued and delivered pursuant to the Pricing Agreement with respect to such Designated Securities against payment therefor, such Designated Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, which is filed as an exhibit to the Registration Statement; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act and, at the Time of Delivery for such Designated Securities (as defined in Section 4 hereof), the Indenture will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture conforms, and the Designated Securities will conform, to the descriptions thereof contained in the Disclosure Package and the Prospectus;

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     (j) The issue and sale of the Designated Securities and the compliance by the Company with all the provisions of the Securities, the Indenture, and any Pricing Agreement with respect to the Designated Securities and the consummation of the transactions therein contemplated have not conflicted with or resulted in a breach or violation of any of the terms or provisions of, or constituted a default under, and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, except for such breaches, conflicts, violations or defaults which would not have, individually or in the aggregate with such other breaches, conflicts, violations and defaults, a material adverse effect on the financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, considered as a whole, and which will not affect the validity, performance or consummation of the transactions contemplated by the Indenture or the Pricing Agreement with respect to the Designated Securities, and have not resulted and will not result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or Amended By-laws of the Company or any statute, rule or regulation, or any order or decree of any court or regulatory authority or other governmental agency or body having jurisdiction over the Company or any of its properties; and no consent, approval, authorization, license, order, registration or qualification of or with any such court, regulatory authority or other governmental agency or body is required for the issue and sale of the Designated Securities or the consummation by the Company of the transactions contemplated by the Pricing Agreement or the Indenture with respect to the Designated Securities, except the approval of the U.S. Department of Treasury (the “Treasury”) that will be required for the repurchase of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series E (the “TARP Preferred Stock”), those which have been, or will have been prior to the Time of Delivery, obtained under the Act and the Exchange Act, such consents, approvals, authorizations, registrations or qualifications as may be required under state or foreign securities or state insurance securities laws in connection with the purchase and distribution of the Designated Securities by the Underwriters, and except for such consents, approvals, authorizations, licenses, orders, registrations or qualifications which the failure to make, obtain or comply with would not have, individually or in the aggregate with such other failures, a material adverse effect on the financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, considered as a whole, and which will not affect the validity, performance or

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consummation of the transactions contemplated by the Indenture or the Pricing Agreement with respect to the Designated Securities;

     (k) Except as described in the Disclosure Package and the Prospectus, there is no action, suit or proceeding pending, nor to the knowledge of the Company, is there any action, suit or proceeding threatened, which might reasonably be expected to result in a material adverse change in the financial condition, results of operations or business of the Company and its subsidiaries considered as a whole or which is required to be disclosed in the Registration Statement;

     (l) This Underwriting Agreement and the Pricing Agreement with respect to the Designated Securities have been duly authorized, executed and delivered by the Company;

     (m) The financial statements included in the Disclosure Package, the Registration Statement and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and, except as otherwise disclosed in the Disclosure Package and the Prospectus as amended or supplemented, such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis; any schedules included in the Registration Statement present fairly the information required to be stated therein;

     (n) There are no contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement, the Disclosure Package or the Prospectus which are not filed or described as required;

     (o) The Company and its consolidated subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (1) transactions are executed in accordance with management’s general or specific authorization; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) and to maintain accountability for assets; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness

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identified by management, or by the Company’s auditors and communicated to management, in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;

     (p) The Company and its consolidated subsidiaries employ disclosure controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure; and

     (q) The Company is not, and after giving affect to the issue and sale of the Designated Securities will not be, required to register as an “investment company” as such term is defined under the Investment Company Act of 1940.

     3. Upon the execution of the Pricing Agreement applicable to the Designated Securities and authorization by the Representatives of the release of the Designated Securities, the several Underwriters propose to offer the Designated Securities for sale upon the terms and conditions set forth in the Disclosure Package and the Prospectus as amended or supplemented.

     4. The Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of each such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours in advance as specified in such Pricing Agreement, with respect to the Designated Securities, all in the manner and at the place, time and date specified in such Pricing Agreement or at such other place, time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the “Time of Delivery”.

     5. The Company agrees with each of the Underwriters of the Designated Securities:

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     (a) To prepare each Final Term Sheet, substantially in the form of Schedule IV to the applicable Pricing Agreement and approved by the Representatives, and file each Final Term Sheet pursuant to Rule 433(d) of the Act within the time period prescribed by such Rule; to prepare the Prospectus as amended or supplemented in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus and the Preliminary Prospectus pursuant to Rule 424(b) under the Act within the time period prescribed by such Rule; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented on the date of the Pricing Agreement relating to such Designated Securities and prior to the Time of Delivery for such Designated Securities which shall be disapproved by the Representatives for such Designated Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Designated Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Preliminary Prospectus or the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Designated Securities or any Issuer Free Writing Prospectus, of the suspension of the qualification of such Designated Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Designated Securities or suspending any such qualification, to promptly use its reasonable best efforts to obtain the withdrawal of such order;

     (b) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Designated Securities for offering and sale under the insurance and securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in

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such jurisdictions for as long as may be necessary to complete the distribution of such Designated Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; and provided further that the Company shall not be required to qualify the Designated Securities in any jurisdiction if such qualification would result in any obligation on the part of the Company to make filings with any governmental entity in such jurisdiction after the completion of the offering;

     (c) Prior to 12:00 p.m. or such reasonable time thereafter, New York City time, on the business day next succeeding the date of the Pricing Agreement applicable to the Designated Securities and from time to time, to furnish the Underwriters such number of conformed copies of the Registration Statement, as originally filed and each amendment thereto (excluding exhibits other than this Agreement), the Preliminary Prospectus, any Final Term Sheet and any other Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus), in each case as soon as available and in such quantities as the Representatives may from time to time reasonably request;

     (d) During the period in which the Prospectus relating to the Securities (or in lieu thereof, the notice referred to in Rule 173(a) of the Act) is required to be delivered under the Act, the Company will comply with all requirements imposed upon it by the Act, as from time to time in force, so far as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions of this Agreement and by the Disclosure Package and the Prospectus. If during such period any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus or file any document to comply with the Act, the Company will promptly notify the Representatives and will, subject to Section 5(a) hereof, amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document (in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and will furnish without charge to each

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Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may from time to time reasonably request;

     (e) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

     (f) During the period beginning from the date of the Pricing Agreement for the Designated Securities and continuing to and including the date of delivery of the Designated Securities, not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Company which are substantially similar to the Designated Securities, without the prior written consent of the Representatives;

     (g) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall either (i) by the time of filing pay to the Commission the filing fee for the Rule 462(b) Registration Statement or (ii) at the time of filing submit with the 462(b) Registration Statement the certification required under Rule 111(b) under the Act; and

     (h) As soon as reasonably practicable after the closing of the transaction contemplated herein and subject to the receipt of applicable regulatory approvals, the Company shall repurchase and/or redeem all outstanding shares of the TARP Preferred Stock.

     6. Free Writing Prospectuses.

     (a) The Company represents and warrants to, and agrees with, each Underwriter that (i) the Company has not made, and will not, make any offer relating to the Designated Securities that would constitute an Issuer Free Writing Prospectus without the prior consent of the Representatives, such consent not to be unreasonably withheld (which consent being deemed to have been given with respect to (A) each Final Term Sheet prepared and filed pursuant to Section 5(a) hereof and (B) any other Issuer Free Writing Prospectus identified on Schedule III to the applicable Pricing Agreement); (ii) each Issuer Free Writing Prospectus

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conformed or will conform in all material respects to the requirements of the Act on the date of first use, and the Company has complied and will comply with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to Rule 433 under the Act; (iii) each Issuer Free Writing Prospectus will not, as of its issue date and, to the extent not amended or superseded, at all subsequent times through completion of the offering, include any information that conflicts with the information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus; and (iv) each Issuer Free Writing Prospectus, when considered together with the information contained in the Preliminary Prospectus and any other Issuer Free Writing Prospectus issued prior thereto or as of its issue date, will not, as of the Applicable Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by an Underwriter through the Representatives for use therein.

     (b) Each Underwriter represents and warrants to, and agrees with, the Company and each other Underwriter that it has not made, and will not make any offer relating to the Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Act), without the prior consent of the Company and the Representatives; provided however, that prior to the preparation of each Final Term Sheet in accordance with Section 5(a) of this Agreement, the Underwriters are authorized to use a free writing prospectus that contains only information (i) describing the preliminary terms of the Designated Securities or their offering or (ii) describing the final terms of the Designated Securities which will not be inconsistent with each Final Term Sheet.

     (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus or would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing

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Prospectus or other document which will correct such conflict, untrue statement or omission.

     7. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Designated Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Disclosure Package and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, any Pricing Agreement, any Indenture, any Blue Sky or similar investment surveys or memoranda, closing documents (including compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Designated Securities; (iii) all expenses in connection with the qualification of the Designated Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey(s); (iv) the cost of preparing certificates for the Designated Securities; (v) the fees charged by securities rating services for rating the Securities; (vi) any filing fees incident to any required review by the Financial Industry Regulatory Authority Inc. of the terms of the sale of the Designated Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of any counsel for any Trustee in connection with any Indenture and the Designated Securities; (viii) all the Company’s costs and expenses relating to investor roadshow and similar presentations; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Designated Securities by them, and any advertising expenses connected with any offers they may make.

     8. The obligations of the Underwriters of any Designated Securities under the Pricing Agreement applicable to such Designated Securities shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of the Company in or incorporated by reference in the Pricing Agreement relating to such Designated Securities be, at and as of the Time of Delivery for such Designated Securities, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

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     (a) The Preliminary Prospectus and the Prospectus shall have been filed with the Commission in a timely fashion in accordance with Section 5(a) hereof; all filings (including, without limitation, the filing of each Final Term Sheet) required by Rule 424(b) or Rule 433 of the Act shall have been made within the time periods prescribed by such rules; the Rule 462(b) Registration Statement, if any, shall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any amendment or supplement thereto or preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with;

     (b) No Underwriter shall have been advised by the Company, or shall have discovered and disclosed to the Company, that the Registration Statement, as of the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Disclosure Package as of the Applicable Time or the Prospectus as of the date of the prospectus supplement comprising part of such Prospectus or as of the Time of Delivery contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact which is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in any case in the judgment of the Representatives after consultation with counsel to the Underwriters;

     (c) Davis Polk & Wardwell LLP, counsel for the Underwriters, shall have furnished to the Representatives such opinion or letters, dated the Time of Delivery for such Designated Securities, with respect to the Pricing Agreement applicable to the Designated Securities, the validity of the Designated Securities being delivered at such Time of Delivery, the Indenture, the Registration Statement, the Disclosure Package, the Prospectus and such other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

     (d) Cleary Gottlieb Steen & Hamilton LLP, counsel for the Company, shall have furnished to the Representatives their written opinion dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to you, to the effect set forth in Annex II hereto.

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     (e) Alan J. Kreczko, Esq., Executive Vice President and General Counsel to the Company, shall have furnished to you his written opinion, dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to you, to the effect set forth in Annex III hereto.

     (f) Alan J. Kreczko, Esq., Executive Vice President and General Counsel to the Company, shall have furnished to you a letter, dated the Time of Delivery for such Designated Securities, to the effect that:

     (i) Based upon specified participation of such counsel in connection with the preparation of the Registration Statement, the Disclosure Package and the Prospectus, (a) the Registration Statement (except the financial statements and schedules and other financial data included therein, as to which such counsel expresses no view), at the time it became effective, and the Prospectus (except as aforesaid), as of the date thereof, appeared on their face to be appropriately responsive in all material respects to the requirements of the Act and the rules and regulations thereunder; (b) the documents incorporated by reference in the Registration Statement and the Prospectus (except the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which such counsel expresses no view), as of the respective dates of their filing with the Commission, appeared on their face to be appropriately responsive in all material respects to the requirements of the Exchange Act, and the rules and regulations thereunder; (c) such counsel has no reason to believe that (I) the Registration Statement, including the documents incorporated by reference therein (except the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which such counsel expresses no view), at the time it became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (II) as of the Applicable Time, the Disclosure Package (other than the financial statements and related schedules and other financial data therein, as to which such counsel need express no belief) contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not

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misleading, or (III) the Prospectus, including the documents incorporated by reference therein (except the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which such counsel expresses no view), as of its date and such Time of Delivery, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (d) no information has come to such counsel’s attention that causes such counsel to believe that any amendment to the Registration Statement required to be filed or any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or required to be described in the Registration Statement or the Prospectus, including the documents incorporated by reference therein, are not filed or incorporated by reference or described as required;

     (g) On the date of the Pricing Agreement for the Designated Securities at a time prior to the execution of the Pricing Agreement with respect to such Designated Securities and at each Time of Delivery for such Designated Securities, Deloitte and Touche LLP, independent registered public accounting firm, shall have furnished to the Representatives a letter, dated the date of the Pricing Agreement and a letter dated the Time of Delivery, respectively, as to such matters ordinarily included in accountants’ “comfort letters” to underwriters as the Representatives may reasonably request and in form and substance satisfactory to the Representatives;

     (h) (i) Except as described in or contemplated by the Registration Statement, the Disclosure Package and the Prospectus, there has not been any material adverse change in, or any adverse development which materially affects, the business, properties, financial condition or results of operations of the Company and its subsidiaries, considered as a whole, from the dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus; and (ii) since the respective dates as of which information is given in the Disclosure Package and the Prospectus there shall not have been (A) any change in the capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Prospectus or issued thereafter as

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compensation consistent with past practice), (B) any change in long-term debt of the Company or any of its subsidiaries or (C) any change, or any development involving a prospective change, in or affecting the business affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries considered as a whole, in each of clauses (A), (B) or (C) above, otherwise than as described in or contemplated by the Disclosure Package and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the reasonable judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Disclosure Package and the Prospectus;

     (i) On or after the date of the Pricing Agreement relating to the Designated Securities (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities the effect of which, in any case described in clause (i) or (ii), is in your reasonable judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Disclosure Package and the Prospectus;

     (j) On or after the date of the Pricing Agreement relating to the Designated Securities there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange (the “Exchange”); (ii) a material suspension or limitation in trading in the Company’s securities on the Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (iv) a material adverse change in the financial markets, the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or other calamity or crisis; if the effect of any such event specified in this clause (iv) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Disclosure Package and the Prospectus; and

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     (k) The Company shall have furnished or caused to be furnished to the Representatives at each Time of Delivery for the Designated Securities a certificate or certificates of officers of the Company satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a), (h) and (i) of this Section and as to such other matters as the Representatives may reasonably request.

     9. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (including the Form T-1), the Disclosure Package, the Prospectus, or any amendments or supplement thereto, any related preliminary prospectus or preliminary prospectus supplement, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such losses, claims, damages, liabilities or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Schedule II to the Pricing Agreement.

     (b) Each Underwriter of Designated Securities will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Act, against any losses, claims, damages or

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liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Disclosure Package, the Prospectus, or any amendments or supplement thereto, any related preliminary prospectus or preliminary prospectus supplement, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives, if any, specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Schedule II to the Pricing Agreement.

     (c) Promptly after receipt by an indemnified party under this section of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a) or (b) above. In the case of parties indemnified pursuant to Section 9(a) above, counsel to the indemnified parties shall be selected by the Representatives. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section

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9 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

     (d) If the indemnification provided for in this Section is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Designated Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportions as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements of omissions which resulted in such losses, claims, damages or liabilities as well as any relevant equitable considerations. The relative benefits received by the Company on one hand and the Underwriters on the other hand shall be deemed to be in the same proportions as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at

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which the Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

     (e) The obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Underwriters and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director and officer of the Company and to each person, if any, who controls the Company within the meaning of the Act.

     10. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase under the Pricing Agreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities, as the case may be, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone a Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Disclosure Package or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus

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which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in the Pricing Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.

     (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities to be purchased at the respective Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the aggregate principal amount of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the aggregate principal amount of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

     (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

     11. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth or incorporated by reference in the Pricing Agreement with respect to the Designated Securities or made by or on behalf of them, respectively, pursuant to such Pricing

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Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Designated Securities.

     12. If any Pricing Agreement shall be terminated due to the failure of Davis Polk & Wardwell LLP to deliver its opinion to the Representatives pursuant to Section 8(c) or pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities governed by such Pricing Agreement except as provided in Sections 7 and 9 hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein (other than in respect of a breach of the Pricing Agreement by any Underwriter of Designated Securities covered by such Pricing Agreement), the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Sections 7 and 9 hereof.

     The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

     13. In all dealings under the Pricing Agreement applicable to the Designated Securities, the Representatives of the Underwriters of the Designated Securities shall act on behalf of each of such Underwriters, and the parties thereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any such Underwriter made or given by such Representatives jointly

24

or by such of the Representatives, if any, as may be designated for such purpose in such Pricing Agreement.

     All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement with respect to the Designated Securities; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement: Attention: General Counsel; provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

     14. This Agreement and each Pricing Agreement with respect to the Designated Securities shall be binding upon, and inure solely to the benefit of, the Underwriters and the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of such Pricing Agreement. No purchaser of any of the Designated Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

     15. Time shall be of the essence for each Pricing Agreement. As used herein, “business day” shall mean any day other than a Saturday or Sunday or a day on which banks in the City of New York are authorized or required to close.

     16. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their clients, including the Company, which information may include the name and address of its clients, as well as other information that will allow the Underwriters to properly identify their clients.

     17. This Underwriting Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York.

     18. This Underwriting Agreement and each Pricing Agreement may be executed by any one or more of the parties thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

25

     If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof.

Very truly yours, THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By:	/s/  LIAM MCGEE
	Name:	Liam E. McGee
	Title:	Chairman, President and Chief Executive Officer

26

Accepted as of the date hereof: GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES INC. As Representatives of the Underwriters listed in Schedule I to the Pricing Agreement GOLDMAN, SACHS & CO.
By:	/s/ GOLDMAN, SACHS & CO.
	(Goldman, Sachs & Co.)
J.P. MORGAN SECURITIES INC.
By:	/s/ ROBERT BOTTAMEDI
	Name:	Robert Bottamedi
	Title:	Vice President

27

ANNEX I

[See Exhibit 1.6.]

ANNEX II

          1. The execution and delivery of the Indenture have been duly authorized by all necessary corporate action of the Company, and the Indenture has been duly executed and delivered by the Company, and qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and is a valid, binding and enforceable agreement of the Company.

          2. The execution and delivery of the Securities have been duly authorized by all necessary corporate action of the Company, and the Securities have been duly executed and delivered by the Company and are the valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture.

          3. The execution and delivery of the Pricing Agreement have been duly authorized by all necessary corporate action of the Company, and the Pricing Agreement has been duly executed and delivered by the Company.

          4. The issuance and sale of the Securities to the Underwriters pursuant to the Pricing Agreement do not, and the performance by the Company of its obligations in the Pricing Agreement will not require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York that in our experience normally would be applicable to general business entities with respect to such issuance, sale or performance (but we express no opinion relating to any state securities or Blue Sky laws or any state insurance laws or regulations), except the approval of the United States Department of the Treasury that will be required for the repurchase of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series E, as contemplated by the Final Prospectus, and such as have been obtained or effected under the Securities Act and the Securities Exchange Act of 1934, as amended.

          5. No registration of the Company under the U.S. Investment Company Act of 1940, as amended, is required for the offer and sale of the Securities by the Company in the manner contemplated by the Pricing Agreement and the Final Prospectus and the application of the proceeds thereof as described in the Final Prospectus.

          6. The statements under the heading “Description of the Senior Notes” and “Description of the Debt Securities” in the Pricing Prospectus considered together with the document attached as Annex I hereto and the Final Prospectus, insofar as such statements purport to summarize certain provisions of the Securities and the Indenture provide a fair summary of such provisions.

          7. The statements under the heading “Certain United States Federal Income Tax Considerations” in the Pricing Prospectus and the Final Prospectus, insofar as such statements purport to summarize certain federal income tax laws of the United

1

States, constitute a fair summary of the principal U.S. federal income tax consequences of an investment in the Securities.

          Based on our participation in such conferences and conversations and our review of such records and documents as described in the letter, our understanding of the U.S. federal securities laws and the experience we have gained in our practice thereunder, we advise you that:

          (a) The Registration Statement (except the financial statements and schedules and other financial data included therein, as to which we express no view), at the time it became effective, and the Final Prospectus (except as aforesaid), as of the date thereof, appeared on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the rules and regulations thereunder.

          (b) The documents incorporated by reference in the Registration Statement and the Final Prospectus (except the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which we express no view), as of the respective dates of their filing with the Commission, appeared on their face to be appropriately responsive in all material respects to the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

          (c) No information has come to our attention that causes us to believe that the Registration Statement, including the documents incorporated by reference therein (except the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which we express no view), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

          (d) No information has come to our attention that causes us to believe that the Pricing Prospectus, including the documents incorporated by reference therein, considered together with the document attached as Annex I hereto (except in each case the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which we express no view), at [•] on March 18, 2010, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          (e) No information has come to our attention that causes us to believe that the Final Prospectus, including the documents incorporated by

2

reference therein (except in each case the financial statements and schedules and other financial data and management’s report on the effectiveness of internal control over financial reporting included therein, as to which we express no view), as of the date thereof and hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

3

ANNEX III

1. The Company is validly existing and in good standing under the laws of the State of Delaware, with the corporate power and authority to own its properties and conduct its business as described in the Pricing Prospectus and the document attached as Annex I hereto, and the Final Prospectus, as amended or supplemented.

2. The Company’s authorized share capital is as set forth in the Pricing Prospectus and the document attached as Annex I hereto, and the Final Prospectus, as amended or supplemented.

3. All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable.

4. Except as described in the Pricing Prospectus, the document attached as Annex I hereto and the Final Prospectus, there is no action, suit or proceeding pending, nor, to the best of my knowledge, is there any action, suit or proceeding threatened against the Company and its subsidiaries that (a) might reasonably be expected to have a material adverse effect on the financial condition, results of operations or business of the Company and its subsidiaries, considered as a whole (a “Material Adverse Effect”), or (b) is required to be disclosed in the Registration Statement.

5. The Pricing Agreement has been duly authorized, executed and delivered by the Company.

6. The issue and sale of the Securities and the compliance by the Company with the Pricing Agreement with respect to the Securities do not, and the consummation of the transactions therein contemplated will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to me to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, or (b) result in any violation of the provisions of (i) the Amended and Restated Certificate of Incorporation or Amended and Restated By-laws of the Company or (ii) any statute or any order, rule or regulation known to me of any court or governmental agency or body having jurisdiction over the Company or any of its properties; except, in the case of clauses (a) and (b)(ii), for such violations that would not have a Material Adverse Effect; provided that I express no opinion in this paragraph (6) with respect to state

4

securities laws or the antifraud provisions of the United States federal securities laws.

7. No consent or authorization of, approval by, notice to or filing with any court or governmental authority is required to be obtained or made on or prior to the date hereof by the Company for the issue and sale of the Securities or the performance by the Company of its obligations in accordance with the terms of the Pricing Agreement or the Indenture, except for the approval of the United States Department of the Treasury that will be required for the repurchase of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series E, as contemplated by the Final Prospectus, and such as have been obtained or effected under the Securities Act and the Securities Exchange Act of 1934, as amended; provided that I express no opinion in this paragraph (7) with respect to state securities laws or the antifraud provisions of the United States federal securities laws.

5

EX-1.4

Exhibit 1.4

ANNEX I

Pricing Agreement

To the Underwriters named
in Schedule I hereto

     March 17, 2010

Ladies and Gentlemen:

     The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement General Terms and Conditions, dated March 17, 2010, attached hereto, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the shares of Common Stock specified in Schedule II hereto (the “Common Shares”, consisting of Firm Common Shares and any Optional Common Shares the Underwriters may elect to purchase). Each of the provisions of the Underwriting Agreement General Terms and Conditions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement General Terms and Conditions are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Common Shares pursuant to Section 13 of the Underwriting Agreement General Terms and Conditions and the addresses of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto.

     An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

     Subject to the terms and conditions set forth herein and in the Underwriting Agreement General Terms and Conditions incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to such Underwriter set forth in Schedule II hereto, the number of Firm Common Shares set forth opposite the name of such Underwriter in Schedule I hereto and, in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Common Shares, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not

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jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II hereto such number of Optional Common Shares (as to which such election shall have been exercised) as determined pursuant to Section 3 of the Underwriting Agreement General Terms and Conditions, attached hereto.

     The Company hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Common Shares set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above. Any such election to purchase Optional Common Shares may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the aggregate number of Optional Common Shares to be purchased and the date on which such Optional Common Shares are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice.

     If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement General Terms and Conditions incorporated herein by reference, shall constitute a binding agreement between each Underwriter, on the one hand, and the Company, on the other.

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Very truly yours, THE HARTFORD FINANCIAL     SERVICES GROUP, INC.
By:	/s/ LIAM MCGEE
	Name:	Liam E. McGee
	Title:	Chairman, President and Chief Executive Officer

Accepted as of the date hereof: GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES INC. As Representatives of the Underwriters listed in Schedule I hereto GOLDMAN, SACHS & CO.
By:	/s/ GOLDMAN, SACHS & CO.
	Name:
	Title:
J.P. MORGAN SECURITIES INC.
By:	/s/ KHALED HABAYEB
	Name:	Khaled Habayeb
	Title:	Vice President

SCHEDULE I

			Maximum
			of Optional
	Number of		Common
	Firm		Shares
	Common		which may
	Shares to be		be
Underwriters	purchased		purchased
Goldman, Sachs & Co.		18,288,290		2,743,245
J.P. Morgan Securities Inc.		18,288,290		2,743,245
Citigroup Global Markets Inc.		2,873,877		431,081
Wells Fargo Securities, LLC		2,873,877		431,081
Morgan Stanley & Co. Incorporated		992,792		148,920
Credit Suisse Securities (USA) LLC		992,792		148,920
Merrill Lynch, Pierce Fenner & Smith Incorporated		992,792		148,920
Barclays Capital Inc.		992,792		148,920
BNY Mellon Capital Markets, LLC		992,792		148,920
Deutsche Bank Securities Inc.		992,792		148,920
SunTrust Robinson Humphrey, Inc.		992,792		148,920
UBS Securities LLC		992,792		148,920
Piper Jaffray & Co.		992,792		148,920
Daiwa Securities America Inc.		66,186		9,927
Aladdin Capital LLC		66,186		9,927
BB&T Capital Markets, a division of Scott & Stringfellow		66,186		9,927
Sanford C. Bernstein & Co.		66,186		9,927
Blaylock Robert Van, LLC		66,186		9,927
Dowling & Partners Securities LLC		66,186		9,927
FBR Capital Markets & Co.		66,186		9,927
RBS Securities Inc.		66,186		9,927
Janney Montgomery Scott LLC		66,186		9,927
Jefferies & Company, Inc.		66,186		9,927
Keefe, Bruyette & Woods, Inc.		66,186		9,927
Macquarie Capital (USA) Inc.		66,186		9,927
Samuel A. Ramirez & Co., Inc.		66,186		9,927
Mitsubishi UFJ Securities (USA), Inc.		66,186		9,927

			Maximum
			of Optional
	Number of		Common
	Firm		Shares
	Common		which may
	Shares to be		be
Underwriters	purchased		purchased
The Williams Capital Group, L.P.		66,186		9,927
Total		52,252,252		7,837,837

SCHEDULE II

Title of Designated Securities:

     Common Stock (par value $.01 per share).

Number of Designated Securities:

     Number of Firm Common Shares:52,252,252

     Maximum Number of Optional Common Shares: 7,837,837

Purchase Price by Underwriter:

     $26.862 per share

Specified Funds for Payment of Purchase Price:

     Federal (same day) funds

Applicable Time:

     6:00p.m. (New York City time) on the date of the Pricing Agreement

First Time of Delivery:

     9:00 a.m. (New York City time) on March 23, 2010, or at such other time and date as the Representatives and the Company may agree upon in writing.

Closing Location:

     Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York NY 10006, or at such other place as the Representatives and the Company may agree upon in writing.

Names and Addresses of Representatives:

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

J.P. Morgan Securities Inc.
383 Madison Avenue
New York, New York 10179

Information Provided by the Underwriters:

The Underwriters have furnished to the Company for use in the Disclosure Package and Prospectus:

(a)	The names of the Underwriters in the table of Underwriters under the caption “Underwriting” in the Prospectus;
(b)	The third sentence of the fourth paragraph of text following the table of Underwriters under the caption “Underwriting” in the Prospectus; and
(c)	The eighth and ninth paragraphs of text following the table of Underwriters under the caption “Underwriting” in the Prospectus.

SCHEDULE III

Issuer Free Writing Prospectus

1. Press release dated March 16, 2010 as filed pursuant to Rule 433 under the Act on March 16, 2010.

2. Certain presentation materials as filed pursuant to Rule 433 under the Act on March 16, 2010.

3. Final Term Sheet, dated March 17, 2010, relating to the Designated Securities, as filed pursuant to Rule 433 under the Act.

SCHEDULE IV

Lock-Up Agreement

March  , 2010

Goldman, Sachs & Co.

85 Broad Street
New York, New York 10004

J.P. Morgan Securities Inc.

383 Madison Avenue
New York, New York 10179

as representatives of the Underwriters referred to below

     Re: The Hartford Financial Services Group, Inc. — Lock-Up Agreement

Ladies and Gentlemen:

     The undersigned understands that you, as representatives (the “Representatives”), propose to enter into (i) an underwriting agreement dated March 17, 2010 (the “Common Stock Underwriting Agreement”) and a pricing agreement dated March 17, 2010 (the “Common Stock Pricing Agreement”), on behalf of the several Underwriters named in Schedule I to the Common Stock Pricing Agreement (collectively, the “Common Stock Underwriters”), with The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”), providing for a public offering of certain shares (the “Common Shares”) of common stock, $0.01 par value per share of the Company (the “Common Stock”) and (ii) an underwriting agreement dated March 17, 2010 (the “Depositary Shares Underwriting Agreement”, together with the Common Stock Underwriting Agreement, the “Underwriting Agreements”) and a pricing agreement dated March 17, 2010 (the “Depositary Shares Pricing Agreement”) on behalf of the several Underwriters named in Schedule I to the Depositary Shares Pricing Agreement (collectively, the “Depositary Shares Underwriters”, and together with the Common Stock Underwriters, the “Underwriters”), with the Company, providing for a public offering of depositary shares, each representing a 1/40^th share of 7.25% Mandatory Convertible Preferred Stock, Series F, of the Company (the “Depositary Shares”, and together with the Common Shares, the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreements.

     In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period

specified in the following paragraph (the “Lock-Up Period”), the undersigned will not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (collectively, the “Undersigned’s Shares”) or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares.

     Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will or intestacy, provided that each donee, transferee or distributee thereof agrees to be bound in writing by the restrictions set forth herein, (ii) to the Company, provided that the Company agrees to be bound in writing by the restrictions set forth herein with respect to the Undersigned’s Shares so transferred (other than any shares transferred to the Company for purposes of tax withholding in connection with vesting of the Undersigned’s Shares), (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions as described herein, and provided further, that any such transfer shall not involve a disposition for value and no party, including the undersigned, shall be required to, nor shall it voluntarily, file a report under the Securities Exchange Act of 1934, as amended or (iv) pursuant to a written contract, instruction or plan complying with Rule 10b5-1 under the Exchange Act and previously provided to the Representatives, provided that such plan has been entered into prior to the date hereof and is not amended or modified during the Lock-Up Period.

     For purposes of this Lock-Up Agreement, “immediately family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

     The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue for 60 days after the public offering date set forth on the final prospectus used to sell the Shares pursuant to the Underwriting Agreement.

     The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except with respect to transfers made in compliance with the foregoing restrictions.

     The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

     Notwithstanding anything to the contrary in this Lock-Up Agreement, with respect to either Underwriting Agreement, if (i) such Underwriting Agreement has not been executed and the Company notifies you in writing that it does not intend to proceed with the public offering of the securities to be sold thereunder, (ii) the registration statement filed with respect to the public offering of the Common Shares or Depositary Shares, as the case may be, is withdrawn or (iii) for any reason such Underwriting Agreement has been executed and has been terminated prior to the purchases of the applicable securities; this Lock-Up Agreement shall be terminated with respect to the Common Stock Underwriters or the Depositary Shares Underwriters, as the case may be, and the undersigned shall be released from his or her obligations to such Underwriters hereunder.

     Very truly yours,

     Exact Name of [Director]/[Officer]

     Authorized Signature

     Title

EX-1.5

Exhibit 1.5

ANNEX I

Pricing Agreement

To the Underwriters named
in Schedule I hereto

March 17, 2010

Ladies and Gentlemen:

     The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement General Terms and Conditions, dated March 17, 2010, attached hereto, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Designated Securities specified in Schedule II hereto (consisting of Firm Depositary Shares and any Optional Depositary Shares the Underwriters may elect to purchase). Each of the provisions of the Underwriting Agreement General Terms and Conditions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement General Terms and Conditions are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement General Terms and Conditions and the addresses of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto.

     An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

     Subject to the terms and conditions set forth herein and in the Underwriting Agreement General Terms and Conditions incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to such Underwriter set forth in Schedule II hereto, the number of Firm Depositary Shares set forth opposite the name of such Underwriter in Schedule I hereto and, in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Depositary Shares, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters

A-1

set forth in Schedule II hereto such number of Optional Depositary Shares (as to which such election shall have been exercised) as determined pursuant to Section 3 of the Underwriting Agreement General Terms and Conditions, attached hereto.

     The Company hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Depositary Shares set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above. Any such election to purchase Optional Depositary Shares may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the aggregate number of Optional Depositary Shares to be purchased and the date on which such Optional Depositary Shares are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice.

     If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement General Terms and Conditions incorporated herein by reference, shall constitute a binding agreement between each Underwriter, on the one hand, and the Company, on the other.

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Very truly yours, THE HARTFORD FINANCIAL      SERVICES GROUP, INC.
By:	/s/ LIAM MCGEE
	Name:	Liam E. McGee
	Title:	Chairman, President and Chief Executive Officer

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.

As Representatives of the Underwriters listed in
Schedule I hereto

GOLDMAN, SACHS & CO.
By:	/s/ GOLDMAN, SACHS & CO.
	Name:
	Title:
J.P. MORGAN SECURITIES INC.
By:	/s/ SANTOSH SREENIVASAN
	Name:	Santosh Sreenivasan
	Title:	Managing Director

SCHEDULE I

			Maximum
			of Optional
	Number of		Depositary
	Firm		Shares
	Depositary		which may
	Shares to be		be
Underwriters	purchased		purchased
Goldman, Sachs & Co.		7,000,003		1,050,000
J.P. Morgan Securities Inc.		7,000,002		1,050,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated		1,100,000		165,000
Morgan Stanley & Co. Incorporated		1,100,000		165,000
BB&T Capital Markets, a division of Scott & Stringfellow, LLC		380,000		57,000
BNY Mellon Capital Markets, LLC		380,000		57,000
Citigroup Global Markets Inc.		380,000		57,000
Credit Suisse Securities (USA) LLC		380,000		57,000
Deutsche Bank Securities Inc.		380,000		57,000
RBS Securities Inc.		380,000		57,000
UBS Securities LLC		380,000		57,000
U.S. Bancorp Investments, Inc.		380,000		57,000
Wells Fargo Securities, LLC		380,000		57,000
Aladdin Capital Holdings LLC		25,333		3,800
Barclays Capital Inc.		25,333		3,800
Blaylock Robert Van, LLC		25,333		3,800
Daiwa Securities America Inc.		25,333		3,800
Dowling & Partners Securities LLC		25,333		3,800
FBR Capital Markets & Co.		25,333		3,800
Janney Montgomery Scott LLC		25,333		3,800
Jefferies & Company, Inc.		25,333		3,800
Keefe, Bruyette & Woods, Inc.		25,333		3,800
Macquarie Capital (USA) Inc.		25,333		3,800
Mitsubishi UFJ Securities (USA), Inc.		25,333		3,800
Samuel A. Ramirez & Co., Inc.		25,333		3,800
Sanford C. Bernstein & Co., Inc.		25,333		3,800
SunTrust Robinson Humphrey, Inc.		25,333		3,800

			Maximum
			of Optional
	Number of		Depositary
	Firm		Shares
	Depositary		which may
	Shares to be		be
Underwriters	purchased		purchased
The Williams Capital Group, L.P.		25,333		3,800
Total		20,000,000		3,000,000

SCHEDULE II

Title of Designated Securities:

20,000,000 Depositary Shares Representing 1/40^th Shares of 7.25% Mandatory Convertible Preferred Stock, Series F (initial liquidation preference of $1,000.00 per share).

Number of Designated Securities:

     Number of Firm Depositary Shares:20,000,000

     Maximum Number of Optional Depositary Shares: 3,000,000

Purchase Price by Underwriter:

     $24.25 per depositary share

Specified Funds for Payment of Purchase Price:

     Federal (same day) funds

Applicable Time:

     6:00 p.m. (New York City time) on the date of the Pricing Agreement.

First Time of Delivery:

     9:00 a.m. (New York City time) on March 23, 2010, or at such other time and date as the Representatives and the Company may agree upon in writing.

Closing Location:

     Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York NY 10006, or at such other place as the Representatives and the Company may agree upon in writing.

Names and Addresses of Representatives:

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

J.P. Morgan Securities Inc.
383 Madison Avenue
New York, New York 10179

Information Provided by the Underwriters:

The Underwriters have furnished to the Company for use in the Disclosure Package and Prospectus:

(a)	The names of the Underwriters in the table of Underwriters under the caption “Underwriting” in the Prospectus;
(b)	The third sentence of the fourth paragraph of text following the table of Underwriters under the caption “Underwriting” in the Prospectus; and
(c)	The eighth and ninth paragraphs of text following the table of Underwriters under the caption “Underwriting” in the Prospectus.

SCHEDULE III

Issuer Free Writing Prospectus

1. Press release dated March 16, 2010 as filed pursuant to Rule 433 under the Act on March 16, 2010.

2. Certain presentation materials as filed pursuant to Rule 433 under the Act on March 16, 2010.

3. Final Term Sheet, dated March 17, 2010, relating to the Designated Securities, as filed pursuant to Rule 433 under the Act.

SCHEDULE IV

Final Term Sheet

Pricing Term Sheet	Free Writing Prospectus
dated as of March 17, 2010	Filed pursuant to Rule 433
	Relating to the
	Preliminary Prospectus Supplements each dated March 16, 2010 to the
	Prospectus dated April 11, 2007
	File No. 333-142044

The Hartford Financial Services Group, Inc.

Concurrent Offerings of
52,252,252 Shares of Common Stock, par value $0.01 per Share
(the “common stock offering”)
and
20,000,000 Depositary Shares
Each Representing a 1/40^th Interest in a Share of
7.25% Mandatory Convertible Preferred Stock, Series F
(the “depositary shares offering”)

The information in this pricing term sheet relates only to the common stock offering and the depositary shares offering and should be read together with (i) the preliminary prospectus supplement dated March 16, 2010 relating to the common stock offering (the “common stock preliminary prospectus supplement”, including the documents incorporated by reference therein, (ii) the preliminary prospectus supplement dated March 16, 2010 relating to the depositary shares offering (the “depositary shares preliminary prospectus supplement”), including the documents incorporated by reference therein and (iii) the related base prospectus dated April 11, 2007, each filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, Registration Statement No. 333-142044. Neither the common stock offering nor the depositary share offering is contingent on the successful completion of the other offering. Terms not defined in this pricing term sheet have the meanings given to such terms in the common stock preliminary prospectus supplement or the depositary shares preliminary prospectus supplement, as applicable.

Issuer:	The Hartford Financial Services Group, Inc.
Ticker / Exchange for common stock:	HIG / The New York Stock Exchange (“NYSE”)
Trade date:	March 18, 2010.

Settlement date: March 23, 2010 (T + 3).

Common Stock Offering

Common stock offered:	52,252,252 shares of the Issuer’s common stock, par value $0.01 per share (the “common stock”)
Option for underwriters to purchase additional shares of common stock:	7,837,837 additional shares
Last reported sale price of common stock on NYSE on March 17, 2010:	$28.58 per share of common stock
Public offering price:	$27.75 per share / $1,450 million total, subject to the underwriters’ option to purchase additional shares.
Underwriting discount:	$0.888 per share / $46.4 million total, subject to the underwriters’ option to purchase additional shares.
Proceeds, before expenses, to the Issuer:	$26.862 per share / $1,403.6 million total, subject to the underwriters’ option to purchase additional shares.
Common stock to be outstanding after the depositary shares offering and the common stock offering:	436,380,790 shares (based on the number of shares of the common stock outstanding as of February 15, 2010, and excluding, among other things, shares reserved for issuance under certain compensation plans and certain outstanding contracts, and including the 52,252,252 shares offered in the common stock offering, assuming no exercise of the underwriters’ option to purchase additional shares in the common stock offering). See “Capitalization” in the common stock preliminary prospectus supplement.
Joint Book-Running Managers:	Goldman, Sachs & Co. and J.P. Morgan
Joint Lead Managers:	Citi and Wells Fargo Securities
Senior Co-Managers:	BofA Merrill Lynch; Credit Suisse and Morgan Stanley
Junior Co-Managers:	Barclays Capital; BNY Mellon Capital Markets, LLC; Deutsche Bank Securities; Piper Jaffray & Co.; SunTrust Robinson Humphrey and UBS Investment Bank
CUSIP / ISIN:	416515104 / US4165151048
Additional document incorporated by reference:	Current Report on Form 8-K dated March 17, 2010.

Depositary Shares Offering

Depositary shares offered: 20,000,000 depositary shares, each of which represents a 1/40^th interest in a share of the Issuer’s 7.25% Mandatory Convertible Preferred Stock, Series F (“mandatory convertible preferred stock”). At the consummation of the depositary shares offering, the Issuer will issue

	500,000 shares of mandatory convertible preferred stock, subject to the underwriters’ option to purchase additional depositary shares.
Option for underwriters to purchase additional depositary shares:	3,000,000 additional depositary shares (corresponding to 75,000 additional shares of the mandatory convertible preferred stock).
Public offering price:	$25 per depositary share / $500,000,000 million total, subject to the underwriters’ option to purchase additional depositary shares.
Underwriting discount:	$0.75 per depositary share / $15 million total, subject to the underwriters’ option to purchase additional depositary shares.
Proceeds, before expenses, to the Issuer:	$24.25 per depositary share / $485,000,000 million total, subject to the underwriters’ option to purchase additional depositary shares.
Dividends:	7.25% on the liquidation amount of $1,000 for each share of mandatory convertible preferred stock per year (equivalent to $72.50 per annum per share of mandatory convertible preferred stock, corresponding to $1.8125 per annum per depositary share). The dividend payable on the first dividend payment date, if declared, is expected to be $19.7361 per share of mandatory convertible preferred stock and on each subsequent dividend payment date, if declared, is expected to be $18.1250 per share of mandatory convertible preferred stock (equivalent to $0.4934 and $0.4531, respectively, per depositary share).
	On the final dividend payment date or any earlier conversion date, the Issuer may pay dividends in cash, shares of the common stock or a combination thereof, at its election and subject to the share cap. The “share cap” is an amount per share equal to the product of (i) 2 and (ii) the maximum conversion rate, subject to adjustment as described in the depositary shares preliminary prospectus supplement. If the Issuer elects not to pay any dividends prior to the mandatory conversion date, and to pay accrued and unpaid dividends on the mandatory conversion date solely in shares of the common stock, and if the average VWAP of the common stock for the relevant measurement period is less than $6.27, the shares of the common stock that a holder of depositary shares will receive will have a value that is less than the amount of such accrued and unpaid dividends.
Dividend payment dates:	If declared, January 1, April 1, July 1 and October 1 of each year, commencing on July 1, 2010 and ending on April 1, 2013.
Mandatory conversion date:	April 1, 2013.
Initial price:	$27.75.
Threshold appreciation price:	$33.857, which represents an appreciation of approximately 22% over the initial price.
Conversion rate per share of mandatory convertible preferred stock:	The conversion rate for each share of mandatory convertible preferred stock will not be more than 36.036 shares of the common stock and not less than 29.536 shares of the common stock (respectively, the “maximum conversion rate” and “minimum conversion rate”) (and, correspondingly, the conversion rate for each depositary share will not

be more than 0.9009 shares of the common stock and not less than 0.7384 shares of the common stock).

The following table illustrates the conversion rate per share of the mandatory convertible preferred stock, subject to adjustment as described in the depositary shares preliminary prospectus supplement, based on the applicable market value of the common stock on the mandatory conversion date:

Applicable Market Value on the Mandatory Conversion Date	Conversion Rate per Share of Mandatory Convertible Preferred Stock
Less than or equal to $27.75	36.036 shares of common stock
Greater than $27.75 and less than $33.857	$1,000, divided by the applicable market value
Equal to or greater than the threshold appreciation price, or $33.857	29.536 shares of common stock

If the applicable market value of the common stock exceeds the threshold appreciation price, the value of the common stock received by the holder of a depositary share upon conversion will be approximately 81.96% of the value of the common stock that could be purchased with $25 in the concurrent common stock offering.

The following table illustrates the conversion rate per depositary share, subject to adjustment as described in the depositary shares preliminary prospectus supplement, based on the applicable market value of the common stock on the mandatory conversion date:

Applicable Market Value on the Mandatory Conversion Date	Conversion Rate per Depositary Share
Less than or equal to $27.75	0.9009 shares of common stock
Greater than $27.75 and less than $33.857	$25, divided by the applicable market value
Equal to or greater than the threshold appreciation price, or $33.857	0.7384 shares of common stock

Optional conversion:	At any time prior to March 15, 2013, other than during the fundamental change conversion period, a holder of mandatory convertible preferred stock may elect to convert such holder’s shares of mandatory convertible preferred stock at the minimum conversion rate of 29.536 shares of the common stock per share of mandatory convertible preferred stock (equivalent to 0.7384 shares of the common stock per depositary share), subject to adjustment as described in the depositary shares preliminary prospectus supplement. Because each depositary share represents a 1/40th fractional interest in a share of mandatory convertible preferred stock, a holder of depositary shares may only convert its depositary shares in lots of 40 depositary shares.
Common stock to be outstanding after the depositary shares offering and the common stock offering:	436,380,790 shares (based on the number of shares of the common stock outstanding as of February 15, 2010, and excluding, among other things, shares reserved for issuance under certain compensation plans and certain outstanding contracts, and including the 52,252,252 shares offered in the common stock offering, assuming no exercise of the underwriters’ option to purchase additional shares in the common stock offering). See “Capitalization” in the depositary shares preliminary prospectus supplement.
Fundamental change:	The following table sets forth the fundamental change conversion rate per share of mandatory convertible preferred stock based on the effective date of the fundamental change and the stock price in the fundamental change:

Stock Price on Effective Date
Effective Date	$5.00		$10.00		$15.00		$20.00		$25.00		$27.75		$30.00		$33.86		$35.00		$40.00		$50.00		$60.00		$75.00		$100.00
March 23, 2010		71.178		52.425		44.724		40.098		37.146		36.036		35.257		34.278		34.046		33.257		32.359		31.883		31.458		31.016
July 1, 2010		68.559		51.306		44.144		39.714		36.829		35.706		34.972		34.012		33.786		33.023		32.173		31.732		31.338		30.923
October 1, 2010		65.841		50.117		43.520		39.304		36.492		35.388		34.667		33.727		33.508		32.772		31.972		31.568		31.208		30.820
January 1, 2011		63.075		48.899		42.895		38.907		36.165		35.077		34.366		33.443		33.228		32.518		31.768		31.400		31.073		30.713
April 1, 2011		60.252		47.638		42.258		38.516		35.844		34.768		34.064		33.154		32.944		32.257		31.557		31.227		30.931		30.600
July 1, 2011		57.387		46.344		41.621		38.151		35.545		34.476		33.773		32.868		32.661		31.994		31.343		31.050		30.785		30.483
October 1, 2011		54.479		45.011		40.980		37.817		35.278		34.205		33.495		32.586		32.380		31.727		31.125		30.868		30.633		30.361
January 1, 2012		51.524		43.630		40.323		37.518		35.049		33.961		33.234		32.305		32.097		31.453		30.900		30.679		30.472		30.233
April 1, 2012		48.520		42.195		39.630		37.255		34.872		33.754		32.994		32.023		31.809		31.165		30.663		30.479		30.302		30.100
July 1, 2012		45.469		40.710		38.883		37.037		34.783		33.611		32.791		31.740		31.512		30.855		30.411		30.265		30.121		29.963
October 1, 2012		42.373		39.182		38.047		36.864		34.856		33.597		32.661		31.445		31.189		30.504		30.140		30.035		29.930		29.822
January 1, 2013		39.230		37.622		37.083		36.642		35.239		33.878		32.687		31.074		30.757		30.054		29.843		29.789		29.734		29.679
April 1, 2013		36.036		36.036		36.036		36.036		36.036		36.036		33.333		29.536		29.536		29.536		29.536		29.536		29.536		29.536

The exact stock price and effective date may not be set forth on the table, in which case:

•   if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the fundamental change conversion rate will be determined by straight-line interpolation between the fundamental change conversion rates set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year;

•   if the stock price is in excess of $100.00 per share (subject to adjustment as described in the depositary shares preliminary prospectus supplement), then the fundamental change conversion rate will be the minimum conversion rate, subject to adjustment as described in the depositary shares preliminary prospectus supplement; and

•   if the stock price is less than $5.00 per share (subject to adjustment as described in the depositary shares preliminary prospectus supplement) (the “minimum stock price”), then the fundamental change conversion rate will be determined (a) as if the stock price equaled the minimum stock price and (b) if the effective date is between two dates on the table, using straight-line interpolation, as described in the depositary shares preliminary prospectus supplement, subject to adjustment.

The following table sets forth the fundamental change conversion rate per depositary share based on the effective date of the fundamental change and the stock price in the fundamental change:

Stock Price on Effective Date
Effective Date	$5.00		$10.00		$15.00		$20.00		$25.00		$27.75		$30.00		$33.86		$35.00		$40.00		$50.00		$60.00		$75.00		$100.00
March 23, 2010		1.7794		1.3106		1.1181		1.0025		0.9286		0.9009		0.8814		0.8569		0.8511		0.8314		0.8090		0.7971		0.7864		0.7754
July 1, 2010		1.7140		1.2826		1.1036		0.9929		0.9207		0.8926		0.8743		0.8503		0.8446		0.8256		0.8043		0.7933		0.7835		0.7731
October 1, 2010		1.6460		1.2529		1.0880		0.9826		0.9123		0.8847		0.8667		0.8432		0.8377		0.8193		0.7993		0.7892		0.7802		0.7705
January 1, 2011		1.5769		1.2225		1.0724		0.9727		0.9041		0.8769		0.8591		0.8361		0.8307		0.8129		0.7942		0.7850		0.7768		0.7678
April 1, 2011		1.5063		1.1910		1.0564		0.9629		0.8961		0.8692		0.8516		0.8288		0.8236		0.8064		0.7889		0.7807		0.7733		0.7650
July 1, 2011		1.4347		1.1586		1.0405		0.9538		0.8886		0.8619		0.8443		0.8217		0.8165		0.7998		0.7836		0.7762		0.7696		0.7621
October 1, 2011		1.3620		1.1253		1.0245		0.9454		0.8820		0.8551		0.8374		0.8146		0.8095		0.7932		0.7781		0.7717		0.7658		0.7590
January 1, 2012		1.2881		1.0908		1.0081		0.9380		0.8762		0.8490		0.8309		0.8076		0.8024		0.7863		0.7725		0.7670		0.7618		0.7558
April 1, 2012		1.2130		1.0549		0.9907		0.9314		0.8718		0.8438		0.8248		0.8006		0.7952		0.7791		0.7666		0.7620		0.7575		0.7525
July 1, 2012		1.1367		1.0177		0.9721		0.9259		0.8696		0.8403		0.8198		0.7935		0.7878		0.7714		0.7603		0.7566		0.7530		0.7491
October 1, 2012		1.0593		0.9795		0.9512		0.9216		0.8714		0.8399		0.8165		0.7861		0.7797		0.7626		0.7535		0.7509		0.7483		0.7456
January 1, 2013		0.9807		0.9405		0.9271		0.9161		0.8810		0.8469		0.8172		0.7768		0.7689		0.7514		0.7461		0.7447		0.7433		0.7420
April 1, 2013		0.9009		0.9009		0.9009		0.9009		0.9009		0.9009		0.8333		0.7384		0.7384		0.7384		0.7384		0.7384		0.7384		0.7384

	Because each depositary share represents a 1/40th fractional interest in a share of mandatory convertible preferred stock, a holder of depositary shares may only convert its depositary shares upon the occurrence of a fundamental change in lots of 40 depositary shares.
Joint Book-Running Managers:	Goldman, Sachs & Co. and J.P. Morgan
Joint Lead Managers:	BofA Merrill Lynch and Morgan Stanley

Senior Co-Managers:	Citi; Credit Suisse and Wells Fargo Securities
Junior Co-Managers:	BB&T Capital Markets; BNY Mellon Capital Markets, LLC; Deutsche Bank Securities; RBS; UBS Investment Bank and U.S. Bancorp Investments, Inc.
Listing:	The Issuer will apply to list the depositary shares on the New York Stock Exchange, and expects trading on the New York Stock Exchange to begin within 30 days of the initial issuance of the depositary shares.
CUSIP / ISIN:	416515708 / US4165157086
Rating:	Standard & Poor’s: BB; Moody’s: (P)Ba2 The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings are subject to revision or withdrawal at any time by Moody’s or Standard & Poor’s. Each of the security ratings above should be evaluated independently of any other security rating.
Additional document incorporated by reference:	Current Report on Form 8-K dated March 17, 2010.

The Issuer has filed a registration statement (including a prospectus and related preliminary prospectus supplements for the offerings) with the U.S. Securities and Exchange Commission (the “SEC”) for the offerings to which this communication relates. Before you invest, you should read the common stock preliminary prospectus supplement or the depositary shares preliminary prospectus supplement, as the case may be, the accompanying prospectus in that registration statement and the other documents the Issuer has filed with the SEC for more complete information about the Issuer and the offering. You may get these documents for free by visiting EDGAR on the SEC’s website at http://www.sec.gov. Alternatively, copies may be obtained from sales representatives of Goldman, Sachs & Co., Attention: Prospectus Department, 85 Broad Street, New York, New York 10004, telephone (212) 902-1171 or toll-free (866) 471-2526 or by emailing prospectus-ny@ny.email.gs.com; and J.P. Morgan Securities Inc., National Statement Processing, Prospectus Library, 4 Chase Metrotech Center, CS Level, Brooklyn, New York 11245; telephone: (718) 242-8002.

This communication should be read in conjunction with the common stock preliminary prospectus supplement or the depositary shares preliminary prospectus supplement, as the case may be, and the accompanying prospectus. The information in this communication supersedes the information in the common stock preliminary prospectus supplement or the depositary shares preliminary prospectus supplement, as the case may be, and the accompanying prospectus to the extent it is inconsistent with the information in such preliminary prospectus supplement or the accompanying prospectus.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

SCHEDULE V

Lock-Up Agreement

March  , 2010

Goldman, Sachs & Co.

     85 Broad Street

     New York, New York 10004

J.P. Morgan Securities Inc.

     383 Madison Avenue

     New York, New York 10179

as representatives of the Underwriters referred to below

     Re: The Hartford Financial Services Group, Inc. — Lock-Up Agreement

Ladies and Gentlemen:

     The undersigned understands that you, as representatives (the “Representatives”), propose to enter into (i) an underwriting agreement dated March 17, 2010 (the “Common Stock Underwriting Agreement”) and a pricing agreement dated March 17, 2010 (the “Common Stock Pricing Agreement”), on behalf of the several Underwriters named in Schedule I to the Common Stock Pricing Agreement (collectively, the “Common Stock Underwriters”), with The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”), providing for a public offering of certain shares (the “Common Shares”) of common stock, $0.01 par value per share of the Company (the “Common Stock”) and (ii) an underwriting agreement dated March 17, 2010 (the “Depositary Shares Underwriting Agreement”, together with the Common Stock Underwriting Agreement, the “Underwriting Agreements”) and a pricing agreement dated March 17, 2010 (the “Depositary Shares Pricing Agreement”) on behalf of the several Underwriters named in Schedule I to the Depositary Shares Pricing Agreement (collectively, the “Depositary Shares Underwriters”, and together with the Common Stock Underwriters, the “Underwriters”), with the Company, providing for a public offering of depositary shares, each representing a 1/40^th share of 7.25% Mandatory Convertible Preferred Stock, Series F, of the Company (the “Depositary Shares”, and together with the Common Shares, the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreements.

     In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not (1) offer,

pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (collectively, the “Undersigned’s Shares”) or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares.

     Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will or intestacy, provided that each donee, transferee or distributee thereof agrees to be bound in writing by the restrictions set forth herein, (ii) to the Company, provided that the Company agrees to be bound in writing by the restrictions set forth herein with respect to the Undersigned’s Shares so transferred (other than any shares transferred to the Company for purposes of tax withholding in connection with vesting of the Undersigned’s Shares), (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions as described herein, and provided further, that any such transfer shall not involve a disposition for value and no party, including the undersigned, shall be required to, nor shall it voluntarily, file a report under the Securities Exchange Act of 1934, as amended or (iv) pursuant to a written contract, instruction or plan complying with Rule 10b5-1 under the Exchange Act and previously provided to the Representatives, provided that such plan has been entered into prior to the date hereof and is not amended or modified during the Lock-Up Period.

     For purposes of this Lock-Up Agreement, “immediately family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

     The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue for 60 days after the public offering date set forth on the final prospectus used to sell the Shares pursuant to the Underwriting Agreement.

     The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except with respect to transfers made in compliance with the foregoing restrictions.

     The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

     Notwithstanding anything to the contrary in this Lock-Up Agreement, with respect to either Underwriting Agreement, if (i) such Underwriting Agreement has not been executed and the Company notifies you in writing that it does not intend to proceed with the public offering of the securities to be sold thereunder, (ii) the registration statement filed with respect to the public offering of the Common Shares or Depositary Shares, as the case may be, is withdrawn or (iii) for any reason such Underwriting Agreement has been executed and has been terminated prior to the purchases of the applicable securities; this Lock-Up Agreement shall be terminated with respect to the Common Stock Underwriters or the Depositary Shares Underwriters, as the case may be, and the undersigned shall be released from his or her obligations to such Underwriters hereunder.

Very truly yours,

Exact Name of [Director]/[Officer]

Authorized Signature

Title

EX-1.6

Exhibit 1.6

ANNEX I

Pricing Agreement

To the Underwriters named
in Schedule I hereto

March 18, 2010

Ladies and Gentlemen:

     The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement General Terms and Conditions, dated March 18, 2010, attached hereto, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement General Terms and Conditions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement General Terms and Conditions are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement General Terms and Conditions and the addresses of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto.

     An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

     Subject to the terms and conditions set forth herein and in the Underwriting Agreement General Terms and Conditions incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to such Underwriter set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

     If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on

1

behalf of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement General Terms and Conditions incorporated herein by reference, shall constitute a binding agreement between each Underwriter, on the one hand, and the Company, on the other.

2

Very truly yours, THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By:	/s/ LIAM MCGEE
	Name:	Liam E. McGee
	Title:	Chairman, President and Chief Executive Officer

3

Accepted as of the date hereof: GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES INC. As Representatives of the Underwriters listed in Schedule I hereto GOLDMAN, SACHS & CO.
By:	/s/ GOLDMAN, SACHS & CO.
	(Goldman, Sachs & Co.)
J.P. MORGAN SECURITIES INC.
By:	/s/ ROBERT BOTTAMEDI
	Name:	Robert Bottamedi
	Title:	Vice President

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SCHEDULE I

	Principal		Principal		Principal
	Amount of		Amount of		Amount of
	Notes due		Notes due		Notes due
	2015 to be		2020 to be		2040 to be
Underwriters	purchased		purchased		purchased
Goldman, Sachs & Co.		48,000,000		80,000,000		48,000,000
J.P. Morgan Securities Inc.		48,000,000		80,000,000		48,000,000
Citigroup Global Markets Inc.		48,000,000		80,000,000		48,000,000
Credit Suisse Securities (USA) LLC		48,000,000		80,000,000		48,000,000
Wells Fargo Securities, LLC		48,000,000		80,000,000		48,000,000
Banc of America Securities LLC		12,000,000		20,000,000		12,000,000
Morgan Stanley & Co. Incorporated		12,000,000		20,000,000		12,000,000
UBS Securities LLC		12,000,000		20,000,000		12,000,000
Deutsche Bank Securities Inc.		12,000,000		20,000,000		12,000,000
Daiwa Securities America Inc.		12,000,000		0		12,000,000
Mitsubishi UFJ Securities, Inc.		0		20,000,000		0
Total	$	300,000,000	$	500,000,000	$	300,000,000

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SCHEDULE II

Title of Designated Securities:

4.00% Senior Notes due March 30, 2015 (the “2015 Notes”)
5.50% Senior Notes due March 30, 2020 (the “2020 Notes”)
6.625% Senior Notes due March 30, 2040 (the “2040 Notes”).

Aggregate Principal Amount:

$300,000,000 of 4.00% 2015 Notes
$500,000,000 of 5.50% 2020 Notes
$300,000,000 of 6.625% 2040 Notes

Initial Offering Price by Underwriter:

     99.932% of the principal amount of the 2015 Notes, plus accrued interest, if any, from March 23, 2010

     99.755% of the principal amount of the 2020 Notes, plus accrued interest, if any, from March 23, 2010

     99.739% of the principal amount of the 2040 Notes, plus accrued interest, if any, from March 23, 2010

Purchase Price by Underwriter:

     99.332%% of the principal amount of the 2015 Notes, plus accrued interest, if any, from March 23, 2010

     99.105%% of the principal amount of the 2020 Notes, plus accrued interest, if any, from March 23, 2010

     98.864% of the principal amount of the 2040 Notes, plus accrued interest, if any, from March 23, 2010

Form of Designated Securities:

     Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.

Specified Funds for Payment of Purchase Price:

     Federal (same day) funds.

Applicable Time:

     6:00 p.m. (New York City time) on the date of the Pricing Agreement.

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Time of Delivery:

     9:00 a.m. (New York City time) on March 23, 2010, or at such other time and date as the Representatives and the Company may agree upon in writing.

Indenture:

     Senior Indenture, dated April 11, 2007, between the Company and The Bank of New York Trust Company, N.A. (or any of its successors), as trustee (the “Trustee”).

Maturity:

March 30, 2015 for the 2015 Notes
March 30, 2020 for the 2020 Notes
March 30, 2040 for the 2040 Notes

Interest Rate:

4.00% for the 2015 Notes
5.50% for the 2020 Notes
6.625% for the 2040 Notes

Interest Payment Dates:

Semi-annually in arrears on March 30 and September 30, beginning September 30, 2010 for the 2015 Notes

Semi-annually in arrears on March 30 and September 30, beginning September 30, 2010 for the 2020 Notes

Semi-annually in arrears on March 30 and September 30, beginning September 30, 2010 for the 2040 Notes.

Redemption Provisions:

     The Designated Securities may be redeemed in whole or in part at any time and from time to time at a price to be determined as set forth in the Prospectus under the caption “Description of the Notes—Optional Redemption”.

Defeasance

     As set forth in the Prospectus under the caption “Description of the Debt Securities—Defeasance”.

Closing Location:

     Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York NY 10006, or at such other place as the Representatives and the Company may agree upon in writing.

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Names and Addresses of Representatives:

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

J.P. Morgan Securities Inc.
383 Madison Avenue
New York, New York 10179

8

Information Provided by the Underwriters:

The Underwriters have furnished to the Company for use in the Disclosure Package and Prospectus:

(a)	The names of the Underwriters in the table of Underwriters under the caption “Underwriting” in the Prospectus;
(b)	The third sentence of the second paragraph of the text following the table of Underwriters under the caption “Underwriting” in the Prospectus; and
(c)	The eighth paragraph of the text following the table of Underwriters under the caption “Underwriting” in the Prospectus.

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SCHEDULE III

• Press release dated March 16, 2010 as filed pursuant to Rule 433 under the Act on March 16, 2010.

• Certain presentation materials as filed pursuant to Rule 433 under the Act on March 16, 2010.

• Final Term Sheet, dated March 18, 2010, relating to the 2015 Notes, as filed pursuant to Rule 433 under the Act and attached as Schedule IV hereto.

• Final Term Sheet, dated March 18, 2010, relating to the 2020 Notes, as filed pursuant to Rule 433 under the Act and attached as Schedule IV hereto.

• Final Term Sheet, dated March 18, 2010, relating to the 2040 Notes, as filed pursuant to Rule 433 under the Act and attached as Schedule IV hereto.

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SCHEDULE IV

The Hartford Financial Services Group, Inc.
$300,000,000
4.00% Senior Notes due March 30, 2015
FINAL TERM SHEET Dated March 18, 2010

Issuer:	The Hartford Financial Services Group, Inc.
Security:	SEC Registered Senior Unsecured Notes
Specified Currency:	U.S. Dollars
Expected Ratings*:	Baa3 (Stable) / BBB (Negative) / BBB- (Negative)
Size:	$300,000,000
Trade Date:	March 18, 2010
Settlement Date (T+3):	March 23, 2010
Final Maturity:	March 30, 2015
Coupon:	4.00%
Benchmark Treasury:	2.375% US Treasury due 02/2015
Benchmark Treasury Price:	99-26
Benchmark Treasury Yield:	2.415%
Spread to Treasury:	+160 basis points
Re-offer Yield:	4.015%
Price to Public:	99.932% of principal amount
Interest Payment Dates:	Semi-annually in arrears on March 30 and September 30, commencing September 30, 2010
Day Count Convention:	30/360
Optional Redemption:	At any time in full or in part on one or more occasions, make-whole call at a discount rate of Treasury plus 25 basis points or, if greater, 100% of the principal amount of notes to be redeemed, in each case plus accrued and unpaid interest to the date of redemption
Proceeds (after underwriting discount and before expenses) to issuer:	$297,996,000 (99.332% of principal amount)
Authorized Denominations:	$2,000 and integral multiples of $1,000 in excess thereof
CUSIP/ISIN:	416515 AY0 / US416515AY06
Book-Running Managers:	Goldman, Sachs & Co.
	J.P. Morgan Securities Inc.
	Citigroup Global Markets Inc.
	Credit Suisse Securities (USA) LLC
	Wells Fargo Securities, LLC

11

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co., toll-free at 866-471-2526, or by calling J.P. Morgan Securities Inc. at 212-834-4533

* The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings are subject to revision or withdrawal at any time by Moody’s, S&P and Fitch. Each of the security ratings above should be evaluated independently of any other security rating

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER E-MAIL SYSTEM.

12

The Hartford Financial Services Group, Inc.
$500,000,000
5.50% Senior Notes due March 30, 2020
FINAL TERM SHEET Dated March 18, 2010

Issuer:	The Hartford Financial Services Group, Inc.
Security:	SEC Registered Senior Unsecured Notes
Specified Currency:	U.S. Dollars
Expected Ratings*:	Baa3 (Stable) / BBB (Negative) / BBB- (Negative)
Size:	$500,000,000
Trade Date:	March 18, 2010
Settlement Date (T+3):	March 23, 2010
Final Maturity:	March 30, 2020
Coupon:	5.50%
Benchmark Treasury:	3.625% US Treasury due 02/2020
Benchmark Treasury Price:	99-17
Benchmark Treasury Yield:	3.682%
Spread to Treasury:	+185 basis points
Re-offer Yield:	5.532%
Price to Public:	99.755% of principal amount
Interest Payment Dates:	Semi-annually in arrears on March 30 and September 30, commencing September 30, 2010
Day Count Convention:	30/360
Optional Redemption:	At any time in full or in part on one or more occasions, make-whole call at a discount rate of Treasury plus 25 basis points or, if greater, 100% of the principal amount of notes to be redeemed, in each case plus accrued and unpaid interest to the date of redemption
Proceeds (after underwriting discount and before expenses) to issuer:	$495,525,000 (99.105% of principal amount)
Authorized Denominations:	$2,000 and integral multiples of $1,000 in excess thereof
CUSIP/ISIN:	416515 AZ7 / US416515AZ70
Book-Running Managers:	Goldman, Sachs & Co.
	J.P. Morgan Securities Inc.
	Citigroup Global Markets Inc.
	Credit Suisse Securities (USA) LLC
	Wells Fargo Securities, LLC

13

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co., toll-free at 866-471-2526, or by calling J.P. Morgan Securities Inc. at 212-834-4533

* The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings are subject to revision or withdrawal at any time by Moody’s S&P, and Fitch. Each of the security ratings above should be evaluated independently of any other security rating

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER E-MAIL SYSTEM.

14

The Hartford Financial Services Group, Inc.
$300,000,000
6.625% Senior Notes due March 30, 2040
FINAL TERM SHEET Dated March 18, 2010

Issuer:	The Hartford Financial Services Group, Inc.
Security:	SEC Registered Senior Unsecured Notes
Specified Currency:	U.S. Dollars
Expected Ratings*:	Baa3 (Stable) / BBB (Negative) / BBB- (Negative)
Size:	$300,000,000
Trade Date:	March 18, 2010
Settlement Date (T+3):	March 23, 2010
Final Maturity:	March 30, 2040
Coupon:	6.625%
Benchmark Treasury:	4.375% US Treasury due 11/2039
Benchmark Treasury Price:	96-14+
Benchmark Treasury Yield:	4.595%
Spread to Treasury:	+205 basis points
Re-offer Yield:	6.645%
Price to Public:	99.739% of principal amount
Interest Payment Dates:	Semi-annually in arrears on March 30 and September 30, commencing September 30, 2010
Day Count Convention:	30/360
Optional Redemption:	At any time in full or in part on one or more occasions, make-whole call at a discount rate of Treasury plus 30 basis points or, if greater, 100% of the principal amount of notes to be redeemed, in each case plus accrued and unpaid interest to the date of redemption
Proceeds (after underwriting discount and before expenses) to issuer:	$296,592,000 (98.864% of principal amount)
Authorized Denominations:	$2,000 and integral multiples of $1,000 in excess thereof
CUSIP/ISIN:	416515 BA1 / US416515BA11
Book-Running Managers:	Goldman, Sachs & Co.
	J.P. Morgan Securities Inc.
	Citigroup Global Markets Inc.
	Credit Suisse Securities (USA) LLC
	Wells Fargo Securities, LLC

15

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co., toll-free at 866-471-2526, or by calling J.P. Morgan Securities Inc. at 212-834-4533

* The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings are subject to revision or withdrawal at any time by Moody’s S&P and Fitch. Each of the security ratings above should be evaluated independently of any other security rating

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER E-MAIL SYSTEM.

16

EX-3.1

Exhibit 3.1

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF
7.25% MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES F
OF
THE HARTFORD FINANCIAL SERVICES GROUP, INC.

     THE HARTFORD FINANCIAL SERVICES GROUP, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 of the General Corporation Law of the State of Delaware, does hereby certify:

     The board of directors of the Corporation (such board or, with respect to any action to be taken by such board, any committee of such board duly authorized to take such action, the “Board of Directors”), in accordance with the amended and restated certificate of incorporation and amended and restated bylaws of the Corporation and applicable law, authorized the issuance and sale by the Corporation of shares of its preferred stock at a meeting duly convened and held on February 18, 2010 and authorized the formation of a Pricing Committee of the Board of Directors (the “Committee”), and pursuant to the authority conferred upon the Committee in accordance with Section 141(c) of the General Corporation Law of the State of Delaware and the resolutions of the Board of Directors, the Committee adopted the following resolution on March 17, 2010 creating a series of shares of Preferred Stock of the Corporation designated as the “7.25% Mandatory Convertible Preferred Stock, Series F.”

     RESOLVED, that pursuant to the provisions of the amended and restated certificate of incorporation and the amended and restated bylaws of the Corporation and applicable law, a series of Preferred Stock, par value $0.01 per share, of the Corporation be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

     SECTION 1. Designation and Number of Shares. There is hereby created out of the authorized and unissued shares of Preferred Stock of the Corporation a series of Preferred Stock designated as the “7.25% Mandatory Convertible Preferred Stock, Series F” (the “Series F Preferred Stock”). The authorized number of shares of Series F Preferred Stock shall be 575,000. Each share of Series F Preferred Stock shall be identical in all respects to every other share of Series F Preferred Stock.

     SECTION 2. Definitions. As used herein with respect to Series F Preferred Stock:

     (a) “ADRs” shall have the meaning set forth in Section 11(e).

     (b) “Agent Members” shall have the meaning set forth in Section 21(b).

     (c) “Applicable Market Value” of the Common Stock means, except as provided in Section 11(e), the Average VWAP per share of Common Stock for the 20 consecutive Trading Day period ending on, and including, the third Scheduled Trading Day immediately preceding the Mandatory Conversion Date.

     (d) “Average VWAP” means, for any period, the average of the VWAP for each Trading Day in such period.

     (e) “Board of Directors” shall have the meaning set forth in the recitals.

     (f) “Business Day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental action to close.

     (g) “Bylaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.

     (h) “Certificate of Designations” means this Certificate of Designations, Preferences and Rights of 7.25% Mandatory Convertible Preferred Stock, Series F, as it may be amended from time to time.

     (i) “Certificated Series F Preferred Stock” shall have the meaning set forth in Section 21(a).

     (j) “Charter” means the Corporation’s Amended and Restated Certificate of Incorporation, as it may be amended from time to time.

     (k) “Clause A Distribution” shall have the meaning set forth in Section 11(a)(iii).

     (l) “Clause B Distribution” shall have the meaning set forth in Section 11(a)(iii).

     (m) “Clause C Distribution” shall have the meaning set forth in Section 11(a)(iii).

     (n) “close of business” means 5:00 p.m. (New York City time).

     (o) “Committee” shall have the meaning set forth in the recitals.

     (p) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.

     (q) “Conversion Date” shall have the meaning set forth in Section 8.

     (r) “Conversion Rate” shall, subject to adjustment pursuant to clauses (i) through (v) of Section 11, be as follows:

     (i) if the Applicable Market Value of the Common Stock is equal to or greater than $33.857 (the “Threshold Appreciation Price”), then the Conversion Rate shall be 29.536 shares of Common Stock per share of Series F Preferred Stock (the “Minimum Conversion Rate”);

     (ii) if the Applicable Market Value of the Common Stock is less than the Threshold Appreciation Price but greater than $27.75 (the “Initial Price”), then the

2

Conversion Rate shall be $1,000, divided by the Applicable Market Value of the Common Stock; or

     (iii) if the Applicable Market Value of the Common Stock is less than or equal to the Initial Price, then the Conversion Rate shall be 36.036 shares of Common Stock per share of Series F Preferred Stock (the “Maximum Conversion Rate”).

     (s) “Corporate Trust Office” means the principal corporate trust office of the Transfer Agent at which, at any particular time, its corporate trust business shall be administered.

     (t) “Corporation” shall have the meaning set forth in the recitals.

     (u) “Current Market Price” of the Common Stock on any day means the Average VWAP per share of the Common Stock for the ten consecutive Trading Day period ending on the earlier of the day in question and the day before the ex-date or other specified date with respect to the issuance or distribution requiring such computation, appropriately adjusted to take into account the occurrence during such period of any event described in clauses (i) through (v) of Section 11. For purposes of this definition, “ex-date” means the first date on which the shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance or distribution in question from the Corporation or, if applicable, from the seller of the Common Stock (in the form of due bills or otherwise) as determined by such exchange or market.

     (v) “Depositary” shall have the meaning set forth in Section 21(b).

     (w) “Dividend Payment Date” means (i) the 1st calendar day of January, April, July and October of each year prior to the Mandatory Conversion Date and (ii) the Mandatory Conversion Date.

     (x) “Dividend Period” means the period commencing on, and including, a Dividend Payment Date (or if no Dividend Payment Date has occurred, commencing on, and including, the Issue Date), and ending on, and including, the day immediately preceding the next succeeding Dividend Payment Date.

     (y) “Dividend Reference Period” means (i) in the case of a payment of dividends upon a Mandatory Conversion, the five consecutive Trading Days ending on, and including, the second Scheduled Trading Day immediately preceding the Mandatory Conversion Date; (ii) in the case of a payment of dividends upon an Optional Conversion, the five consecutive Trading Days commencing on, and including, the third Trading Day immediately following the date on which the Corporation receives a notice of conversion from the applicable Holder; and (iii) in the case of a payment of dividends upon a Fundamental Change Conversion, the five consecutive Trading Days ending on, and including, the Scheduled Trading Day immediately preceding the Effective Date.

     (z) “Dividend Threshold Amount” means a regular quarterly cash dividend on the Common Stock to the extent that the aggregate cash dividend per share of Common Stock does not exceed $0.05 in any fiscal quarter, subject to adjustment on an inversely proportional basis

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whenever the Fixed Conversion Rates are adjusted, but no adjustment will be made to the Dividend Threshold Amount for any adjustment made to the Fixed Conversion Rates pursuant to Section 11(a)(iv).

     (aa) “DTC” means The Depository Trust Company.

     (bb) “Effective Date” means, with respect to a Fundamental Change, the date upon which a Fundamental Change becomes effective.

     (cc) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     (dd)”Exchange Property” shall have the meaning set forth in Section 11(e).

     (ee)”Expiration Date” shall have the meaning set forth in Section 11(a)(v).

     (ff)”Expiration Time” shall have the meaning set forth in Section 11(a)(v).

     (gg) “Five-Day Average VWAP” shall have the meaning set forth in the definition of Stock Price.

     (hh) “Fixed Conversion Rates” means, collectively, the Maximum Conversion Rate and the Minimum Conversion Rate.

     (ii) “Fundamental Change” shall be deemed to have occurred if any of the following occurs:

     (i) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Common Stock representing more than 50% of the voting power of the Common Stock;

     (ii) the Corporation is involved in a consolidation with or merger into any other Person, or any merger of another Person into the Corporation, or any other similar transaction or series of related transactions pursuant to which the Common Stock will be converted into cash, securities or other property or the Corporation sells, leases or transfers in one transaction or a series of related transactions all or substantially all of the property and assets of the Corporation and its Subsidiaries;

     (iii) the Common Stock (or any other security into which the Series F Preferred Stock becomes convertible in connection with a Reorganization Event) ceases to be listed or quoted on the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market; or

     (iv) the stockholders of the Corporation approve any plan for the liquidation, dissolution or termination of the Corporation;

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provided, however, that a Fundamental Change will not be deemed to have occurred if at least 90% of the consideration received by holders of the Common Stock in the transaction or transactions consists of shares of common stock or ADRs that are listed on the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market.

     (jj) “Fundamental Change Conversion” shall have the meaning set forth in Section 7(a).

     (kk) “Fundamental Change Conversion Date” means the effective date of any Fundamental Change Conversion of Series F Preferred Stock pursuant to Section 7.

     (ll) “Fundamental Change Company Notice” shall have the meaning set forth in Section 7(a)(ii).

     (mm) “Fundamental Change Conversion Period” shall have the meaning set forth in Section 7(a).

     (nn) “Fundamental Change Conversion Rate” means, for any Fundamental Change Conversion, a number of shares of Common Stock (or units of Exchange Property) determined using the table below based on the applicable Effective Date and Stock Price for such Fundamental Change, as described below:

Stock Price on Effective Date
Effective Date	$5.00		$10.00		$15.00		$20.00		$25.00		$27.75		$30.00		$33.86		$35.00		$40.00		$50.00		$60.00		$75.00		$100.00
March 23, 2010		71.178		52.425		44.724		40.098		37.146		36.036		35.257		34.278		34.046		33.257		32.359		31.883		31.458		31.016
July 1, 2010		68.559		51.306		44.144		39.714		36.829		35.706		34.972		34.012		33.786		33.023		32.173		31.732		31.338		30.923
October 1, 2010		65.841		50.117		43.520		39.304		36.492		35.388		34.667		33.727		33.508		32.772		31.972		31.568		31.208		30.820
January 1, 2011		63.075		48.899		42.895		38.907		36.165		35.077		34.366		33.443		33.228		32.518		31.768		31.400		31.073		30.713
April 1, 2011		60.252		47.638		42.258		38.516		35.844		34.768		34.064		33.154		32.944		32.257		31.557		31.227		30.931		30.600
July 1, 2011		57.387		46.344		41.621		38.151		35.545		34.476		33.773		32.868		32.661		31.994		31.343		31.050		30.785		30.483
October 1, 2011		54.479		45.011		40.980		37.817		35.278		34.205		33.495		32.586		32.380		31.727		31.125		30.868		30.633		30.361
January 1, 2012		51.524		43.630		40.323		37.518		35.049		33.961		33.234		32.305		32.097		31.453		30.900		30.679		30.472		30.233
April 1, 2012		48.520		42.195		39.630		37.255		34.872		33.754		32.994		32.023		31.809		31.165		30.663		30.479		30.302		30.100
July 1, 2012		45.469		40.710		38.883		37.037		34.783		33.611		32.791		31.740		31.512		30.855		30.411		30.265		30.121		29.963
October 1, 2012		42.373		39.182		38.047		36.864		34.856		33.597		32.661		31.445		31.189		30.504		30.140		30.035		29.930		29.822
January 1, 2013		39.230		37.622		37.083		36.642		35.239		33.878		32.687		31.074		30.757		30.054		29.843		29.789		29.734		29.679
April 1, 2013		36.036		36.036		36.036		36.036		36.036		36.036		33.333		29.536		29.536		29.536		29.536		29.536		29.536		29.536

     The Stock Prices set forth in the first row of the table (i.e., the column headers) shall be adjusted as of any date on which the Fixed Conversion Rates are adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Minimum Conversion Rate immediately prior to the adjustment giving rise to the stock price adjustment and the denominator of which is the Minimum Conversion Rate as so adjusted. Each of the Fundamental Change Conversion Rates in the table shall be subject to adjustment in the same manner as each Fixed Conversion Rate pursuant to Section 11.

     The exact Stock Price and Effective Date may not be set forth in the table, in which case:

     (i) if the Stock Price is between two Stock Price amounts on the table or the Effective Date is between two dates on the table, the Fundamental Change Conversion Rate shall be determined by straight-line interpolation between the Fundamental Change

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Conversion Rates set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year;

     (ii) if the Stock Price is in excess of $100.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to the immediately preceding paragraph), then the Fundamental Change Conversion Rate shall be the Minimum Conversion Rate, subject to adjustment pursuant to Section 11; and

     (iii) if the Stock Price is less than $5.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to the immediately preceding paragraph) (the “Minimum Stock Price”), then the Fundamental Change Conversion Rate shall be determined (a) as if the Stock Price equaled the Minimum Stock Price and (b), if the Effective Date is between two dates on the table, using straight-line interpolation.

     (oo) “Global Preferred Share” shall have the meaning set forth in Section 21(b).

     (pp) “Global Shares Legend” shall have the meaning set forth in Section 21(b).

     (qq) “Holder” means the Person in whose name the shares of the Series F Preferred Stock are registered, which may be treated by the Corporation and the Transfer Agent as the absolute owner of the shares of Series F Preferred Stock for all purposes, including, without limitation, for purposes of making payment and settling conversions to the fullest extent permitted by law.

     (rr) “Initial Liquidation Preference” means $1,000 per share of Series F Preferred Stock.

     (ss) “Initial Price” shall have the meaning set forth in the definition of Conversion Rate.

     (tt) “Issue Date” shall mean March 23, 2010, which is the original issue date of the Series F Preferred Stock.

     (uu) “Junior Stock” means the Common Stock and, if issued, the Series B Non-Voting Contingent Convertible Preferred Stock of the Corporation, par value $0.01 per share, and the Series C Non-Voting Contingent Convertible Preferred Stock of the Corporation, par value $0.01 per share, and each other class of capital stock or series of Preferred Stock of the Corporation established after the Issue Date, the terms of which do not expressly provide that such class or series ranks senior to or on a parity with the Series F Preferred Stock as to dividend rights and/or rights upon liquidation, dissolution or winding up of the Corporation.

     (vv) “Liquidation Preference” has the meaning set forth in Section 12.

     (ww)”Mandatory Conversion” means a conversion pursuant to Section 5.

     (xx) “Mandatory Conversion Date” means April 1, 2013.

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     (yy) “Market Disruption Event” means any of the following events has occurred: (i) any suspension of, or limitation imposed on, trading by the relevant exchange or quotation system during any period or periods aggregating one half-hour or longer and whether by reason of movements in price exceeding limits permitted by the relevant exchange or quotation system or otherwise relating to the Common Stock (or any other security into which the Series F Preferred Stock becomes convertible in connection with any Reorganization Event) or in futures or option contracts relating to the Common Stock (or such other security) on the relevant exchange or quotation system; (ii) any event (other than a failure to open or a closure as described below) that disrupts or impairs the ability of market participants during any period or periods aggregating one half-hour or longer in general to effect transactions in, or obtain market values for, the Common Stock (or any other security into which the Series F Preferred Stock becomes convertible in connection with any Reorganization Event) on the relevant exchange or quotation system or futures or options contracts relating to the Common Stock (or such other security) on any relevant exchange or quotation system; or (iii) the failure to open of the exchange or quotation system on which futures or options contracts relating to the Common Stock (or any other security into which the Series F Preferred Stock becomes convertible in connection with any Reorganization Event) are traded or the closure of such exchange or quotation system prior to its respective scheduled closing time for the regular trading session on such day (without regard to after-hours or other trading outside the regular trading session hours) unless such earlier closing time is announced by such exchange or quotation system at least one hour prior to the earlier of the actual closing time for the regular trading session on such day and the submission deadline for orders to be entered into such exchange or quotation system for execution at the actual closing time on such day.

     (zz) “Maximum Conversion Rate” shall have the meaning set forth in the definition of Conversion Rate.

     (aaa) “Merger Common Stock” shall have the meaning set forth in Section 11(f)(i).

     (bbb) “Merger Valuation Percentage” shall have the meaning set forth in Section 11(f)(iv).

     (ccc) “Minimum Conversion Rate” shall have the meaning set forth in the definition of Conversion Rate.

     (ddd) “Minimum Stock Price” shall have the meaning set forth in the definition of Fundamental Change Conversion Rate.

     (eee) “Nonpayment” shall have the meaning set forth in Section 15(b).

     (fff) “Non-U.S. Holder” means a Holder that is not treated as a United States person for U.S. federal income tax purposes as defined under Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended from time to time.

     (ggg) “Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer, or the Secretary of the Corporation.

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     (hhh) “Officers’ Certificate” means a certificate of the Corporation, signed by a duly authorized Officer and the duly authorized principal financial or accounting officer of the Corporation.

     (iii) “open of business” means 9:00 a.m. (New York City time).

     (jjj) “Optional Conversion” shall have the meaning set forth in Section 6.

     (kkk) “Optional Conversion Date” shall have the meaning set forth in Section 6(e).

     (lll) “Parity Stock” means the Series E Fixed Rate Cumulative Perpetual Preferred Stock of the Corporation, par value $0.01 per share, and any class of capital stock or series of Preferred Stock of the Corporation established after the Issue Date, the terms of which expressly provide that such class or series will rank equally with the Series F Preferred Stock as to dividend rights and/or rights upon liquidation, dissolution or winding up of the Corporation, in each case without regard to whether dividends accrue cumulatively or non-cumulatively.

     (mmm) “Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

     (nnn) “Preferred Director” or “Preferred Directors” shall have the meaning set forth in Section 15(b).

     (ooo) “Preferred Stock” means any and all series of preferred stock of the Corporation, including, without limitation, the Series F Preferred Stock.

     (ppp) “Pricing Agreement” means the Pricing Agreement relating to the Series F Preferred Stock, dated March 17, 2009, between the Corporation and the underwriters named therein.

     (qqq) “Purchased Shares” shall have the meaning set forth in Section 11(a)(v).

     (rrr) “Record Date” means, for purpose of a conversion rate adjustment pursuant to Section 11, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

     (sss) “Record Holders” means, as to any day, the Holders of record of the Series F Preferred Stock as they appear on the stock register of the Corporation at the close of business on such day.

     (ttt) “Registrar” means the Transfer Agent.

     (uuu) “Regular Record Date” means with respect to payment of dividends on the Series F Preferred Stock, the 15th calendar day of the month immediately preceding the month in which

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the relevant Dividend Payment Date falls or such other record date fixed by the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date, but only to the extent a dividend has been declared to be payable on such Dividend Payment Date.

     (vvv) “Reorganization Event” shall have the meaning set forth in Section 11(e).

     (www) “Scheduled Trading Day” means a day that is scheduled to be a Trading Day, except that if the Common Stock is not listed on a national securities exchange, “Scheduled Trading Day” means a Business Day.

     (xxx) “Series F Preferred Stock” shall have the meaning set forth in Section 1.

     (yyy) “Share Cap” shall have the meaning set forth in Section 4(f).

     (zzz) “Share Dilution Amount” means the increase in the number of diluted shares outstanding (determined in accordance with generally accepted accounting principles in the United States, and as measured from the date of the Corporation’s consolidated financial statements most recently filed with the Securities and Exchange Commission prior to the Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

     (aaaa) “Spin-Off” shall have the meaning set forth in Section 11(a)(iii).

     (bbbb) “Stock Price” means (i) in the case of a Fundamental Change described in clause (ii) of the definition of Fundamental Change in which the holders of Common Stock receive only cash in the Fundamental Change, the cash amount paid per share of Common Stock, and (ii) in the case of any other Fundamental Change, the Average VWAP per share of the Common Stock over the five Trading Day period ending on, and including, the Scheduled Trading Day immediately preceding the applicable Effective Date (the “Five-Day Average VWAP”).

     (cccc) “Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of the Corporation.

     (dddd) “Threshold Appreciation Price” shall have the meaning set forth in the definition of Conversion Rate.

     (eeee) “Trading Day” means any day on which (i) there is no Market Disruption Event and (ii) the New York Stock Exchange is open for trading, or, if the Common Stock (or any other security into which the Series F Preferred Stock becomes convertible in connection with any Reorganization Event) is not listed on the New York Stock Exchange, any day on which the

9

principal national securities exchange on which the Common Stock (or such other security) is listed is open for trading, or, if the Common Stock (or such other security) is not listed on a national securities exchange, any Business Day. A “Trading Day” only includes those days that have a scheduled closing time of 4:00 p.m. (New York City time) or the then standard closing time for regular trading on the relevant exchange or trading system.

     (ffff) “Transfer Agent” means The Bank of New York Mellon or any successor transfer agent appointed pursuant to Section 20.

     (gggg) “Trigger Event” shall have the meaning set forth in Section 11(a)(iii).

     (hhhh) “unit of Exchange Property” shall have the meaning set forth in Section 11(e)

     (iiii) “VWAP” (i) per share of Common Stock means, on any Trading Day, the price per share of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg (or any successor service) page HIG <Equity> AQR (or its equivalent successor if such page is not available) in respect of the period from the scheduled open to 4:00 p.m., New York City time, on such Trading Day; or, if such price is not available, the market value per share of Common Stock on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by the Corporation for such purpose and (ii) per share of common stock (other than the Common Stock) or per ADR, in each case traded on a U.S. national securities exchange, means, on any Trading Day, the price per share of such common stock or per ADR as displayed under the heading “Bloomberg VWAP” on the relevant Bloomberg page (or any successor service) in respect of the period from the scheduled open to 4:00 p.m., New York City time, on such Trading Day; or if such price is not available, the market value per share of such common stock or per ADR on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by the Corporation for such purpose.

     SECTION 3. Dividends. (a) Holders of shares of outstanding Series F Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Corporation lawfully available therefor, cumulative dividends at the rate per annum of 7.25% per share on the Initial Liquidation Preference (equivalent to $72.50 per annum per share), payable quarterly on each Dividend Payment Date through January 1, 2013, commencing on July 1, 2010, in cash or, in the case of the Dividend Payment Date occurring on April 1, 2013, in cash, shares of Common Stock or a combination thereof in accordance with Section 4. Dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Issue Date, whether or not in any Dividend Period(s) there have been funds of the Corporation lawfully available for the payment of such dividends and shall accrue, whether or not earned or declared, from and after the Issue Date. Dividends will be payable on a Dividend Payment Date to Holders that are Record Holders with respect to such Dividend Payment Date, but only to the extent a dividend has been declared to be payable on such Dividend Payment Date, except that dividends payable on the Mandatory Conversion Date will be payable to the Holders presenting the Series F Preferred Stock for conversion. If any Dividend Payment Date is not a Business Day, the dividend payable on such date shall be paid on the next Business Day without any adjustment, interest or other penalty in respect of such delay. Accumulations of dividends on shares of Series F Preferred Stock shall not bear interest.

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Dividends payable for any period other than a full Dividend Period (based on the number of days elapsed during such Dividend Period) shall be computed on the basis of days elapsed over a 360-day year consisting of twelve 30-day months.

     (b) No dividend shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any outstanding share of the Series F Preferred Stock with respect to any Dividend Period unless all dividends for all preceding Dividend Periods shall have been declared and paid or declared and a sufficient sum has been set apart for the payment of such dividends, upon all outstanding shares of Series F Preferred Stock.

     (c) Holders of shares of Series F Preferred Stock shall not be entitled to any dividends on the Series F Preferred Stock, whether payable in cash, Common Stock or any combination thereof, in excess of full cumulative dividends. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series F Preferred Stock which may be in arrears.

     (d) So long as any share of Series F Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, subject to this Section 3(d) in the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its Subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period, on all outstanding shares of Series F Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the Holders of shares of Series F Preferred Stock on the applicable Regular Record Date). The foregoing limitations shall not apply to:

     (i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount pursuant to a publicly announced repurchase plan) and consistent with past practice; provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount;

     (ii) purchases or other acquisitions by any broker-dealer Subsidiary of the Corporation solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its business;

     (iii) purchases by any broker-dealer Subsidiary of the Corporation of capital stock of the Corporation for resale pursuant to an offering by the Corporation of such capital stock underwritten by such broker-dealer Subsidiary;

     (iv) any dividends or distributions of rights or Junior Stock in connection with a shareholders’ rights plan or any redemption or repurchase of rights pursuant to any shareholders’ rights plan;

11

     (v) the acquisition by the Corporation or any of its Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other Persons (other than for the beneficial ownership by the Corporation or any of its Subsidiaries), including as trustees or custodians; and

     (vi) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock and, in each case, the payment of cash solely in lieu of fractional shares.

     When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the Holders thereof on the applicable Regular Record Date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon the Series F Preferred Stock and any shares of Parity Stock, all dividends declared on Series F Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared and paid pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Series F Preferred Stock and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors out of lawfully available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide written notice to the Holders of Series F Preferred Stock prior to such Dividend Payment Date.

     Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors may be declared and paid on any securities of the Corporation, including Common Stock and other Junior Stock, from time to time out of any funds lawfully available for such payment, and Holders shall not be entitled to participate in any such dividends.

     SECTION 4. Method of Payment of Dividends. (a) All dividends on the Series F Preferred Stock, whether or not for a current Dividend Period or any prior Dividend Period, paid prior to any conversion of the Series F Preferred Stock shall be made in cash.

     (b) All dividends (or any portion of any dividend) on the Series F Preferred Stock, including accrued and unpaid dividends, payable upon a Mandatory Conversion, an Optional Conversion or a Fundamental Change Conversion may, in the Corporation’s sole discretion, be paid:

     (i) in cash;

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     (ii) by delivery of shares of Common Stock; or

     (iii) through payment or delivery, as the case may be, of any combination of cash and Common Stock;

provided that in the case of a Fundamental Change Conversion that is a Reorganization Event, dividends otherwise payable in shares of Common Stock may be paid by delivery of units of Exchange Property in accordance with Section 11(e); and provided further that if the Board of Directors may not lawfully authorize payment of all or any portion of such accrued and unpaid dividends in cash, it shall authorize payment of such dividends in shares of Common Stock or units of Exchange Property, as the case may be, if lawfully permitted to do so.

     (c) If the Corporation elects to pay any dividend or portion thereof in shares of Common Stock, such shares shall be valued for such purpose at 97% of the Average VWAP per share of Common Stock for the five Trading Days of the applicable Dividend Reference Period. If the Corporation elects to pay any dividend or portion thereof in units of Exchange Property, the value of such units shall be determined in accordance with Section 11(e).

     (d) If the Corporation elects to pay any dividend or portion thereof in shares of Common Stock or units of Exchange Property in accordance with Section 4(b):

     (i) in the case of a payment of dividends upon a Mandatory Conversion, the Corporation shall give the Holders notice of any such election and the portion of such payment that will be made in Common Stock no later than 10 Scheduled Trading Days prior to the Mandatory Conversion Date, and the Corporation shall deliver shares of the Common Stock and pay cash, if applicable, in respect of such payment on the Mandatory Conversion Date;

     (ii) in the case of a payment of dividends upon an Optional Conversion, the Corporation shall give each converting Holder notice of any such election and the portion of such payment that will be made in Common Stock no later than two Trading Days after the Corporation receives notice of conversion from such Holder, and the Corporation shall deliver shares of the Common Stock and pay cash, if applicable, in respect of such payment no later than the ninth Trading Day after the applicable Optional Conversion Date, subject to the provisions for accrued dividends as set forth in Section 6(f); and

     (iii) in the case of a payment of dividends upon a Fundamental Change Conversion, the Corporation shall give each converting Holder notice of any such election and the portion of such payment that will be made in Common Stock or units of Exchange Property, as the case may be, in the Fundamental Change Company Notice and the Corporation shall deliver shares of the Common Stock or units of Exchange Property, as the case may be, and pay cash, if applicable, in respect of such payment on the third Business Day following the Conversion Date in respect of such Fundamental Change Conversion.

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If the Corporation does not provide notice of its election to pay any dividend, or a portion thereof, upon the conversion of the Series F Preferred Stock pursuant to this Section 4(d) through delivery of shares of Common Stock or units of Exchange Property, as the case may be, the Corporation shall pay such dividend entirely in cash.

     (e) In respect of any shares of Common Stock issued or Exchange Property delivered in payment or partial payment of a dividend to a non-U.S. Holder, the Corporation may withhold and sell (or direct the Transfer Agent or any paying agent on behalf of the Corporation to withhold and sell) such number of shares of Common Stock or units of Exchange Property as the Corporation deems necessary, to result in proceeds from such sale (after deduction of customary commissions, which shall be for the account of such non-U.S. Holder) to pay all or any part of any U.S. withholding tax obligation that the Corporation has (as determined by it in its sole discretion) in respect of the payment or partial payment of such dividend of shares of Common Stock or units of Exchange Property to such non-U.S. Holder.

     (f) Notwithstanding the foregoing, in no event shall the number of shares of Common Stock delivered upon conversion of the Series F Preferred Stock, including dividends paid in shares of Common Stock pursuant to this Section 4, Section 6(f) or Section 7(a)(ii), exceed an amount per share equal to the product of (i) 2 and (ii) the Maximum Conversion Rate, subject to adjustment in the same manner as each Fixed Conversion Rate pursuant to Section 11 (the “Share Cap”). To the extent that the Corporation delivers the maximum number of whole shares of Common Stock equal to the Share Cap on the Series F Preferred Stock with respect to which the Corporation has notified the Holder that such dividends would be paid in shares of Common Stock in accordance with Section 4(d), the Corporation shall be deemed to have paid in full all accrued and unpaid dividends on such Series F Preferred Stock. However, in the Corporation’s sole discretion, the Corporation may elect to pay any amount above the Share Cap that would otherwise be payable in cash to the extent the Corporation has lawfully available funds to do so.

     SECTION 5. Mandatory Conversion on the Mandatory Conversion Date. (a) Each share of Series F Preferred Stock, unless previously converted in an Optional Conversion or a Fundamental Change Conversion, shall automatically convert on the Mandatory Conversion Date into a number of shares of Common Stock equal to the Conversion Rate.

     (b) Each of the Fixed Conversion Rates, the Initial Price, the Threshold Appreciation Price and the Applicable Market Value shall be subject to adjustment in accordance with the provisions of Section 11.

     (c) The Holders of Series F Preferred Stock on the Mandatory Conversion Date shall have the right to receive an amount equal to all accrued and unpaid dividends on the Series F Preferred Stock (in cash, Common Stock or a combination thereof, at the Corporation’s election, as provided in Section 4), whether or not declared prior to that date, for the Dividend Period ending immediately prior to the Mandatory Conversion Date and all prior Dividend Periods (other than previously declared dividends on the Series F Preferred Stock that were paid to Record Holders as of a prior date), so long as the Corporation is lawfully permitted to pay such dividends at such time.

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     SECTION 6. Optional Conversion at the Option of the Holder. (a) Other than during the Fundamental Change Conversion Period, shares of the Series F Preferred Stock are convertible, in whole or in part, at the option of the Holder thereof (“Optional Conversion”) at any time prior to March 15, 2013, into shares of Common Stock at the Minimum Conversion Rate, subject to adjustment in accordance with Section 11.

     (b) Any written notice of conversion pursuant to this Section 6 shall be duly executed by the Holder, and specify:

     (i) the number of shares of Series F Preferred Stock to be converted;

     (ii) the name(s) in which such Holder desires the shares of Common Stock issuable upon conversion to be registered; and

     (iii) any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent, if necessary, to effect the conversion.

     (c) If specified by the Holder in the notice of conversion that shares of Common Stock issuable upon conversion of the Series F Preferred Stock shall be issued to a Person other than the Holder surrendering the shares of Series F Preferred Stock being converted, then the Holder shall pay or cause to be paid any transfer or similar taxes payable in connection with the shares of Common Stock so issued.

     (d) Upon receipt by the Transfer Agent of a completed and duly executed notice of conversion as set forth in Section 6(b), compliance with Section 6(c), if applicable, and surrender of a certificate representing share(s) of Series F Preferred Stock to be converted (if held in certificated form), the Corporation shall, on the third Business Day (except in the case of shares of Common Stock issued pursuant to Section 6(f)), issue and shall instruct the Transfer Agent to register the number of shares of Common Stock to which such Holder shall be entitled upon conversion in the name(s) specified by such Holder in the notice of conversion. In the event that there shall have been surrendered a certificate or certificates representing shares of Series F Preferred Stock, only part of which are to be converted, the Corporation shall issue and deliver to such Holder or such Holder’s designee in the manner provided in the immediately preceding sentence a new certificate or certificates representing the number of shares of Series F Preferred Stock that shall not have been converted.

     (e) The issuance by the Corporation of shares of Common Stock upon a conversion of shares of Series F Preferred Stock at the Minimum Conversion Rate in accordance with the terms hereof shall be deemed effective immediately prior to the close of business on the day (the “Optional Conversion Date”) of receipt by the Transfer Agent of the notice of conversion and other documents, if any, set forth in Section 6(b), compliance with Section 6(c), if applicable, and the surrender by such Holder or such Holder’s designee of the certificate or certificates representing the shares of Series F Preferred Stock to be converted (if held in certificated form), duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto).

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     (f) In addition to the number of shares of Common Stock issuable at the Minimum Conversion Rate upon conversion of each share of Series F Preferred Stock at the option of the Holder on the Optional Conversion Date, the Corporation shall pay (in cash, Common Stock or a combination thereof, at its election, as provided in Section 4), an amount equal to all accrued and unpaid dividends on such converted share(s) of Series F Preferred Stock, whether or not declared prior to that date (other than previously declared dividends on the Series F Preferred Stock that were paid to Record Holders as of a prior date), for all Dividend Periods ending on or prior to the Dividend Payment Date immediately preceding the Optional Conversion Date, subject to Section 6(g) and the Share Cap and so long as the Corporation is then lawfully permitted to pay such dividends.

     (g) Notwithstanding Section 6(f), if the Conversion Date for any Optional Conversion occurs during the period from the close of business on a Regular Record Date for any declared dividend to the open of business on the immediately following Dividend Payment Date:

     (i) the Corporation shall pay such dividend on the Dividend Payment Date to the Record Holder of the converted share(s) of Series F Preferred Stock on such Regular Record Date;

     (ii) share(s) of Series F Preferred Stock surrendered for conversion during such period must be accompanied by cash in an amount equal to the amount of such dividend for the then-current Dividend Period with respect to the share(s) so converted; and

     (iii) the consideration that the Corporation delivers to the converting Holder on the Optional Conversion Date shall not include any consideration for such dividend.

     SECTION 7. Fundamental Change Conversion. (a) If a Fundamental Change occurs prior to the Mandatory Conversion Date, the Holders of the Series F Preferred Stock shall have the right to convert their shares of Series F Preferred Stock during the period (the “Fundamental Change Conversion Period”) beginning on, and including, the Effective Date of such Fundamental Change and ending on, but excluding, the earlier of (i) the Mandatory Conversion Date and (ii) the date that is 20 days after the Effective Date (any conversion pursuant to this Section 7, a “Fundamental Change Conversion”) into:

     (i) a number of shares of Common Stock or units of Exchange Property in accordance with Section 11(e) (if the Fundamental Change also constitutes a Reorganization Event) based on the Fundamental Change Conversion Rate; and

     (ii) at the Corporation’s election and subject to the Share Cap, shares of Common Stock, units of Exchange Property, cash or a combination thereof in an amount equal to any accrued and unpaid dividends, whether or not declared, on such shares of Series F Preferred Stock (in the manner provided in Section 4), to the extent that the Corporation has lawfully available funds to pay such dividends; provided, however, that if the Conversion Date for such conversion occurs during the period from the close of business on a Regular Record Date for any declared dividend to the open of business on the immediately following Dividend Payment Date, then the Corporation shall pay such

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dividend on the Dividend Payment Date to the Record Holder of the converted share(s) of Series F Preferred Stock on such Regular Record Date and the consideration that the Corporation delivers to the converting Holder will not include any consideration for such dividend.

     (b) To the extent practicable, at least 20 Business Days prior to the anticipated Effective Date of the Fundamental Change, but in any event not later than two Business Days following the Corporation becoming aware of the occurrence of a Fundamental Change, a written notice (the “Fundamental Change Company Notice”) shall be sent by or on behalf of the Corporation, by first-class mail, postage prepaid, to the Record Holders as they appear on the stock register of the Corporation. Such notice shall contain:

     (i) the date on which the Fundamental Change is anticipated to be effected;

     (ii) the Fundamental Change Conversion Period;

     (iii) the instructions a Holder must follow to effect a Fundamental Change Conversion in connection with such Fundamental Change; and

     (iv) whether the Corporation has elected to pay all or any portion of accrued and unpaid dividends in shares of Common Stock or units of Exchange Property, as the case may be, and, if so, the portion thereof (as a percentage) that will be paid in shares of Common Stock or units of Exchange Property.

     (c) To convert shares of Series F Preferred Stock pursuant to this Section 7, a Holder shall deliver to the Transfer Agent at its Corporate Trust Office, no earlier than the Effective Date of the Fundamental Change, and no later than the close of business on the last day of the Fundamental Change Conversion Period, the certificate(s) (if such shares are held in certificated form) evidencing the shares of Series F Preferred Stock that such Holder is requesting to convert, duly assigned or endorsed for transfer to the Corporation, or accompanied by duly executed stock powers relating thereto, or in blank, with a written notice to the Corporation stating the Holder’s intention to convert early in connection with the Fundamental Change containing any information required to be provided pursuant to Section 6(b)(iii) and providing the Corporation with payment instructions.

     (d) To the extent a Holder does not convert its shares of Series F Preferred Stock pursuant to this Section 7 and a Reorganization Event has occurred, in lieu of shares of Common Stock, the Corporation shall pay or deliver, as the case may be, to such Holder on the Mandatory Conversion Date, units of Exchange Property as determined in accordance with Section 11(e).

     (e) Upon a Fundamental Change Conversion, the Transfer Agent shall, in accordance with the instructions provided by the Holder thereof in the written notice provided to the Corporation as set forth above, deliver to the Holder such cash and securities issuable upon such Fundamental Change Conversion, together with payment of cash in lieu of any fraction of a share, as provided in Section 10. Such delivery shall take place upon, and only to the extent of, the consummation of such Fundamental Change Conversion.

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     (f) In the event that a Fundamental Change Conversion is effected with respect to shares of Series F Preferred Stock representing fewer than all the shares of Series F Preferred Stock held by a Holder, upon such Fundamental Change Conversion, the Corporation shall execute and the Transfer Agent shall countersign and deliver to the Holder thereof, at the expense of the Corporation, a certificate evidencing the shares of Series F Preferred Stock as to which Fundamental Change Conversion was not effected.

     SECTION 8. Conversion Procedures. (a) On the Mandatory Conversion Date, the Fundamental Change Conversion Date or any Optional Conversion Date (each, a “Conversion Date”), dividends on any shares of Series F Preferred Stock converted to Common Stock shall cease to accrue and cumulate, and such shares of Series F Preferred Stock shall cease to be outstanding, in each case, subject to the right of Holders of such shares to receive shares of Common Stock into which such shares of Series F Preferred Stock are convertible and any accrued and unpaid dividends on such shares to which such Holders are otherwise entitled pursuant to Section 5, Section 6 or Section 7, as applicable.

     (b) The Person or Persons entitled to receive the Common Stock issuable upon any such conversion shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the close of business on the applicable Conversion Date. No allowance or adjustment, except as set forth in Section 11, shall be made in respect of dividends payable to holders of Common Stock of record as of any date prior to such applicable Conversion Date. Prior to such applicable Conversion Date, shares of Common Stock issuable upon conversion of any shares of Series F Preferred Stock shall not be deemed outstanding for any purpose, and Holders of shares of Series F Preferred Stock shall have no rights with respect to the Common Stock (including without limitation voting rights, rights to respond to tender offers for the Common Stock and rights to receive any dividends or other distributions on the Common Stock) by virtue of holding shares of Series F Preferred Stock.

     (c) Shares of Series F Preferred Stock duly converted in accordance herewith, or otherwise reacquired by the Corporation, shall resume the status of authorized and unissued Preferred Stock, undesignated as to series and available for future issuance (provided that any such cancelled shares of Series F Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Series F Preferred Stock).

     (d) In the event that a Holder of shares of Series F Preferred Stock shall not by written notice designate the name in which shares of Common Stock to be issued upon conversion of such Series F Preferred Stock should be registered, the Corporation shall be entitled to register such shares, and make such payment, in the name of the Holder of such Series F Preferred Stock as shown on the records of the Corporation. In the case of a Mandatory Conversion, in the event that shares of the Preferred Stock are then held in certificated form, in the event that a Holder of Series F Preferred Stock shall not by written notice to the Company elect to receive shares of Common Stock deliverable upon such Mandatory Conversion in certificated form, the name in which such shares should be registered and the address to which the certificate or certificates representing such shares of Common Stock should be sent, the Corporation shall be entitled to register such shares, and make such payment, in book-entry form, in the name of the Holder of such Series F Preferred Stock as shown on the records of the Corporation.

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     SECTION 9. Reservation of Common Stock. (a) The Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock or shares held in the treasury of the Corporation, solely for issuance upon the conversion of shares of Series F Preferred Stock as herein provided, free from any preemptive or other similar rights, a number of shares of Common Stock equal to the Share Cap times the number of shares of Series F Preferred Stock then outstanding.

     (b) Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon conversion of shares of Series F Preferred Stock, as herein provided, shares of Common Stock reacquired and held in the treasury of the Corporation (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

     (c) All shares of Common Stock delivered upon conversion of the Series F Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

     (d) Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Series F Preferred Stock, the Corporation shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

     (e) The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system, the Corporation shall, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all Common Stock issuable upon conversion of the Series F Preferred Stock; provided, however, that if the rules of such exchange or automated quotation system permit the Corporation to defer the listing of such Common Stock until the first conversion of Series F Preferred Stock into Common Stock in accordance with the provisions hereof, the Corporation covenants to list such Common Stock issuable upon conversion of the Series F Preferred Stock in accordance with the requirements of such exchange or automated quotation system at such time.

     SECTION 10. Fractional Shares. (a) No fractional shares of Common Stock or any other common stock or ADRs included in the Exchange Property shall be issued as a result of any conversion of shares of Series F Preferred Stock or as a result of any payment of dividends on the Series F Preferred Stock in shares of Common Stock or units of Exchange Property.

     (b) In lieu of any fractional share of Common Stock or any other common stock or ADRs included in the Exchange Property otherwise issuable in respect of any Mandatory Conversion, Optional Conversion or Fundamental Change Conversion or as a result of the election of the Corporation to pay a dividend in shares of Common Stock or units of Exchange Property in accordance with Section 4, the Corporation shall pay an amount in cash (computed to

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the nearest cent) equal to the same fraction of the VWAP per share of the Common Stock or such other common stock or ADR on the Trading Day immediately preceding (x) the Conversion Date or (y) the date on which such dividend is distributed, as applicable.

     (c) If more than one share of the Series F Preferred Stock is surrendered for conversion at one time by or for the same Holder, the number of full shares of Common Stock or other common stock or full ADRs issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Series F Preferred Stock so surrendered. If the Corporation pays dividends in Common Stock, other common stock or ADRs on more than one share of the Series F Preferred Stock held at any one time by or for the same Holder, the number of full shares of Common Stock or other common stock or full ADRs payable in connection with such dividend shall be computed on the basis of the aggregate number of shares of the Series F Preferred Stock so held.

     SECTION 11. Conversion Rate Adjustments to the Fixed Conversion Rates. (a) Each Fixed Conversion Rate shall be adjusted from time to time as follows:

     (i) If the Corporation issues Common Stock as a dividend or distribution to all or substantially all holders of the Common Stock, or if the Corporation effects a subdivision or combination (including, without limitation, a reverse stock split) of the Common Stock, each Fixed Conversion Rate will be adjusted based on the following formula:

CR1	=	CR0 × (OS1 / OS0)
where,
CR0	=	the Fixed Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the effective date for such subdivision or combination, as the case may be;
CR1	=	the Fixed Conversion Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such effective date, as the case may be;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such effective date, as the case may be (and prior to giving effect to such event); and
OS1	=	the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination.

     Any adjustment made under this clause (i) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the

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open of business on the effective date for such subdivision or combination, as the case may be. If any dividend, distribution, subdivision or combination of the type described in this clause (i) is declared but not so paid or made, each Fixed Conversion Rate shall be immediately readjusted, effective as of the earlier of (a) the date the Board of Directors determines not to pay or make such dividend, distribution, subdivision or combination and (b) the date the dividend or distribution was to be paid or the date the subdivision or combination was to have been effective, to the Fixed Conversion Rate that would then be in effect if such dividend, distribution, subdivision or combination had not been declared.

     (ii) If the Corporation issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to any shareholder rights plan) entitling them for a period expiring 60 days or less from the date of issuance of such rights, options or warrants to subscribe for or purchase shares of Common Stock at less than the Current Market Price per share of the Common Stock as of the announcement date for such issuance, each Fixed Conversion Rate will be increased based on the following formula:

CR1	=	CR0 × [(OS0 + X) / (OS0 + Y)]
where,
CR0	=	the Fixed Conversion Rate in effect immediately prior to the close of business on the Record Date for such issuance;
CR1	=	the Fixed Conversion Rate in effect immediately after the close of business on such Record Date;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date;
X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and
Y	=	the aggregate price payable to exercise such rights, options or warrants, divided by the Average VWAP per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance.

     Any increase in the Fixed Conversion Rates made pursuant to this clause (ii) shall become effective immediately after the close of business on the Record Date for such issuance. To the extent such rights, options or warrants are not exercised prior to their expiration or termination, each Fixed Conversion Rate shall be decreased, effective as of the date of such expiration or termination, to the Fixed Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, each Fixed Conversion Rate shall be decreased, effective as of the earlier of (a) the date the Board of Directors determines not to issue such rights, options

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or warrants and (b) the date such rights, options or warrants were to have been issued, to the Fixed Conversion Rate that would then be in effect if such Record Date for such issuance had not occurred.

     For purposes of this clause (ii), in determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of the Common Stock at less than the Current Market Price per share of Common Stock as of the announcement date for such issuance, and in determining the aggregate price payable to exercise such rights, options or warrants, there shall be taken into account any consideration the Corporation receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors.

     (iii) If the Corporation pays a dividend or other distribution to all or substantially all holders of Common Stock of shares of the Corporation’s capital stock (other than Common Stock), evidences of the Corporation’s indebtedness, the Corporation’s assets or rights to acquire the capital stock, indebtedness or assets of the Corporation, excluding:

     (1) any dividend, distribution or issuance as to which an adjustment was effected pursuant to clause (i) or (ii) above;

     (2) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to clause (iv) below; and

     (3) Spin-Offs as to which the provisions set forth below in this clause (iii) apply,

then each Fixed Conversion Rate shall be increased based on the following formula:

CR1	=	CR0 × SP0 / (SP0 - FMV)
where,
CR0	=	the Fixed Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution;
CR1	=	the Fixed Conversion Rate in effect immediately after the close of business on such Record Date;
SP0	=	the Current Market Price per share of the Common Stock as of such Record Date; and
FMV	=	the fair market value (as determined in good faith by the Board of Directors) on the Record Date for such dividend or distribution of shares of the Corporation’s capital stock (other than Common Stock), evidences of the Corporation’s indebtedness, the Corporation’s assets or rights to acquire the capital stock, indebtedness or assets of the Corporation, expressed as an amount per share of Common Stock.

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     If the Board of Directors determines the “FMV” (as defined above) of any dividend or other distribution for purposes of this clause (iii) by referring to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period in computing the Current Market Price per share of the Common Stock as of the Record Date for such dividend or other distribution. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each Holder of Series F Preferred Stock shall receive, in respect of each share thereof, at the same time and upon the same terms as holders of Common Stock receive the shares of the Corporation’s capital stock (other than Common Stock), evidences of the Corporation’s indebtedness, the Corporation’s assets or rights to acquire the capital stock, indebtedness or assets of the Corporation that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or other distribution.

     Any increase made under the portion of this clause (iii) shall become effective immediately after the close of business on the Record Date for such dividend or other distribution. If such dividend or distribution is not so paid or made, each Fixed Conversion Rate shall be decreased, effective as of the earlier of (a) the date the Board of Directors determines not to pay the dividend or other distribution and (b) the date such dividend or distribution was to have been paid, to the Fixed Conversion Rate that would then be in effect if the dividend or other distribution had not been declared.

     Notwithstanding the foregoing, if the transaction that gives rise to an adjustment pursuant to this clause (iii) is one pursuant to which the payment of a dividend or other distribution on the Common Stock consists of shares of capital stock of, or similar equity interests in, a Subsidiary or other business unit of the Corporation (a “Spin-Off”) that are, or, when issued, will be, traded on a U.S. national securities exchange, then each Fixed Conversion Rate shall instead be increased based on the following formula:

CR1	=	CR0 × (FMV0 + MP0) / MP0
where,
CR0	=	the Fixed Conversion Rate in effect at the close of business on the tenth Trading Day immediately following, and including, the date on which “ex-dividend trading” commences for such dividend or distribution on the relevant exchange;
CR1	=	the Fixed Conversion Rate in effect immediately after the close of business on the tenth Trading Day immediately following, and including, the date on which “ex-dividend trading” commences for such dividend or distribution on the relevant exchange;
FMV0	=	the Average VWAP per share of such capital stock or similar equity interests distributed to holders of the Common Stock applicable to one share of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the date on which “ex-dividend trading”

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		commences for such dividend or distribution on the relevant exchange; and
MP0	=	the Average VWAP per share of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the date on which “ex-dividend trading” commences for such dividend or distribution on the relevant exchange.

     The adjustment to each Fixed Conversion Rate under the immediately preceding paragraph shall occur at the close of business on the 10th consecutive Trading Day immediately following, and including, the date on which “ex-dividend trading” commences for such dividend or distribution on the relevant exchange, but will be given effect as of the open of business on the date immediately succeeding the Record Date for such dividend or distribution on the relevant exchange. The Corporation shall delay the settlement of any conversion of the Series F Preferred Stock if the Conversion Date occurs after the Record Date for such dividend or distribution and prior to the end of such 10 consecutive Trading Day period. In such event, the Corporation shall deliver the shares of Common Stock issuable in respect of such conversion (based on the adjusted Fixed Conversion Rates) on the first Business Day immediately following the last Trading Day of such 10 consecutive Trading Day period.

     For purposes of this subsection (iii) (and subject in all respect to subsection (ii)), rights, options or warrants distributed by the Corporation to all or substantially all holders of its Common Stock entitling them to subscribe for or purchase shares of the Corporation’s capital stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this subsection (iii) (and no adjustment to the Conversion Rate under this subsection (iii) shall be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Fixed Conversion Rates shall be made under this subsection (iii). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the Issue Date, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Record Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Fixed Conversion Rates under this subsection (iii) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Fixed Conversion Rates shall be readjusted as if such rights, options or warrants had not been issued and (y) the Fixed Conversion Rates shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash

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distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Fixed Conversion Rates shall be readjusted as if such rights, options and warrants had not been issued.

     For purposes of subsection (i), subsection (ii) and this subsection (iii), if any dividend or distribution to which this subsection (iii) is applicable includes one or both of:

     (A) a dividend or distribution of shares of Common Stock to which subsection (i) is applicable (the “Clause A Distribution”); or

     (B) an issuance of rights, options or warrants to which subsection (ii) is applicable (the “Clause B Distribution”),

then (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this subsection (iii) is applicable (the “Clause C Distribution”) and any Fixed Conversion Rate adjustment required by this subsection (iii) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Fixed Conversion Rate adjustment required by subsection (i) and subsection (ii) with respect thereto shall then be made, except that, if determined by the Corporation (I) the “Record Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Record Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on the effective date” within the meaning of subsection (i) or “outstanding immediately prior to the close of business on such Record Date” within the meaning of subsection (ii).

     (iv) If the Corporation pays or makes a distribution consisting exclusively of cash to all or substantially all holders of the Common Stock, excluding (a) any regular quarterly cash dividend on the Common Stock to the extent that the aggregate cash dividend per share of Common Stock does not exceed the Dividend Threshold Amount, (b) any cash that is distributed as part of a distribution referred to in clause (iii) above and (c) any consideration payable in connection with a tender or exchange offer made by the Corporation or any of the Corporation’s Subsidiaries referred to in clause (v) below, each Fixed Conversion Rate shall be increased based on the following formula:

CR1	=	CR0 × (SP0 – T)/ (SP0 – C)
where,
CR0	=	the Fixed Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution;

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CR1	=	the Fixed Conversion Rate in effect immediately after the close of business on the Record Date for such distribution;
SP0	=	the Current Market Price per share of the Common Stock as of the Record Date for such distribution;
T	=	the Dividend Threshold Amount; provided that if the distribution is not a regular quarterly cash dividend, the Dividend Threshold amount shall be deemed to be zero; and
C	=	an amount of cash per share of the Common Stock that the Corporation distributes to holders of the Common Stock.

     The adjustment to each Fixed Conversion Rate made pursuant to this clause (iv) shall become effective immediately after the close of business on the Record Date for such distribution. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each Holder of Series F Preferred Stock shall receive, in respect of each share thereof, at the same time and upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of the Common Stock equal to the Maximum Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution. If such distribution is not so paid, each Fixed Conversion Rate shall be decreased, effective as of the earlier of (a) the date the Board of Directors determines not to pay such dividend and (b) the date such dividend was to have been paid, to the Fixed Conversion Rate that would then be in effect if such distribution had not been declared.

     (v) If the Corporation or one or more of its Subsidiaries purchases Common Stock pursuant to a tender offer or exchange offer and the cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the Average VWAP per share of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Date”), each Fixed Conversion Rate shall be increased based on the following formula:

CR1	=	CR0 × (FMV + (SP1 × OS1)) / (SP1 × OS0)
where:
CR0	=	the Fixed Conversion Rate in effect immediately prior to the close of business on the tenth Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;
CR1	=	the Fixed Conversion Rate in effect immediately after the close of business on the tenth Trading Day immediately following, and including, the trading day next succeeding the Expiration Date;

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FMV	=	the fair market value (as determined in good faith by the Board of Directors) as of the Expiration Date of the aggregate value of all cash and any other consideration paid or payable for shares of the Common Stock validly tendered or exchanged and not withdrawn as of the Expiration Date (the “Purchased Shares”);
OS1	=	the number of shares of Common Stock outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time”), less any Purchased Shares;
OS0	=	the number of shares of Common Stock outstanding at the Expiration Time, including any Purchased Shares; and
SP1	=	the Average VWAP per share of the Common Stock for the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date.

     The adjustment to each Fixed Conversion Rate under this clause (v) shall occur at the close of business on the 10^th consecutive Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date, but will be given effect as of the open of business on the Expiration Date. The Corporation shall delay the settlement of any conversion of Series F Preferred Stock if the Conversion Date occurs during such 10 consecutive Trading Day period. In such event, the Corporation shall deliver the shares of Common Stock issuable in respect of such conversion (based on the adjusted Fixed Conversion Rates) on the first Business Day immediately following the last Trading Day of such 10 consecutive Trading Day period.

     (vi) If the Corporation has in effect a shareholder rights plan while any shares of Series F Preferred Stock remain outstanding, Holders of Series F Preferred Stock shall receive, upon a conversion of Series F Preferred Stock, in addition to Common Stock, rights under the Corporation’s shareholder rights agreement unless, prior to such conversion, the rights have expired, terminated or been redeemed or unless the rights have separated from the Common Stock. If the rights provided for in the shareholder rights plan have separated from the Common Stock in accordance with the provisions of the applicable shareholder rights agreement so that Holders of Series F Preferred Stock would not be entitled to receive any rights in respect of the Common Stock, if any, that the Corporation is required to deliver upon conversion of Series F Preferred Stock, each Fixed Conversion Rate shall be adjusted at the time of separation as if the Corporation had distributed to all holders of the Common Stock, capital stock (other than Common Stock), evidences of the Corporation’s indebtedness, the Corporation’s assets or rights to acquire the capital stock, indebtedness or assets of the Corporation pursuant to clause (iii) above, subject to readjustment upon the subsequent expiration, termination or redemption of the rights. A distribution of rights pursuant to a shareholder rights plan will not trigger an adjustment to the Fixed Conversion Rates pursuant to clauses (ii) or (iii) above.

     (b) Adjustment for Tax Reasons. The Corporation may make such increases in each Fixed Conversion Rate, in addition to any other increases required by this Section 11, if the Board

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of Directors deems it advisable in order to avoid or diminish any income tax to holders of the Common Stock resulting from any dividend or distribution of the Corporation’s shares (or issuance of rights or warrants to acquire shares) or from any event treated as such for income tax purposes or for any other reasons; provided that the same proportionate adjustment must be made to each Fixed Conversion Rate. If any adjustment to the Fixed Conversion Rate is treated as a distribution to any non-U.S. Holder which is subject to withholding tax, the Corporation (or Transfer Agent or any paying agent on behalf of the Corporation) may set off any withholding tax that is required to be collected with respect to such deemed distribution against cash payments and other distributions otherwise deliverable to such Holder.

     (c) Calculation of Adjustments; Adjustments to Threshold Appreciation Price, Initial Price, Applicable Market Value and Five-Day Average VWAP.

     (i) No adjustment in any Fixed Conversion Rate will be required unless the adjustment would require an increase or decrease of at least 1% of the Fixed Conversion Rate. If the adjustment is not made because the adjustment does not change the Fixed Conversion Rate by at least 1%, then the adjustment that is not made will be carried forward and taken into account in any future adjustment. All required calculations will be made to the nearest cent or 1/10,000th of a share. Notwithstanding the foregoing, all adjustments not previously made shall be made upon any Mandatory Conversion, Optional Conversion or Fundamental Change Conversion. If an adjustment is made to the Fixed Conversion Rates pursuant to this Section 11, an inversely proportional adjustment shall also be made to the Threshold Appreciation Price and the Initial Price solely for purposes of determining which of clauses (i), (ii) and (iii) of the definition of Conversion Rate shall apply on the Conversion Date. Such adjustment shall be made by dividing each of the Threshold Appreciation Price and the Initial Price by a fraction, the numerator of which shall be either Fixed Conversion Rate immediately after such adjustment pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 11(a) or Section 11(b) and the denominator of which shall be such Fixed Conversion Rate immediately before such adjustment. The Corporation shall make appropriate adjustments to the VWAP per share of Common Stock prior to the relevant Record Date, effective date or Expiration Date used to calculate the Applicable Market Value or the Five-Day Average VWAP, as the case may be, to account for any adjustments to the Fixed Conversion Rates that became effective during the period in which the Applicable Market Value or the Five-Day Average VWAP, as the case may be, is being calculated.

     (ii) No adjustment to the Fixed Conversion Rates need be made if Holders participate in the transaction that would otherwise require an adjustment (other than in the case of a share split or share combination), at the same time, upon the same terms and otherwise on the same basis as holders of the Common Stock and solely as a result of holding Series F Preferred Stock, as if such Holders held a number of shares of the Common Stock equal to the Maximum Conversion Rate as of the Record Date for such transaction, multiplied by the number of shares of Series F Preferred Stock held by such Holders.

     (iii) The Fixed Conversion Rates shall not be adjusted upon:

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     (A) the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Corporation’s securities and the investment of additional optional amounts in the Common Stock under any plan;

     (B) the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, employee agreement or arrangement or program of the Corporation;

     (C) the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the Issue Date;

     (D) payment of regular quarterly dividends on the Common Stock not in excess of the Dividend Threshold Amount;

     (E) a change solely in the par value of the Common Stock; or

     (F) as a result of a tender offer solely to holders of fewer than 100 shares of the Common Stock.

     (iv) The Corporation shall have the power to resolve any ambiguity and its action in so doing, as evidenced by a resolution of the Board of Directors, shall be final and conclusive unless clearly inconsistent with the intent hereof.

     (d) Notice of Adjustment. Whenever a Fixed Conversion Rate or the Fundamental Change Conversion Rate, as applicable, is to be adjusted, the Corporation shall: (i) compute such adjusted Fixed Conversion Rate or the Fundamental Change Conversion Rate, as applicable, and prepare and transmit to the Transfer Agent an Officers’ Certificate setting forth such adjusted Fixed Conversion Rate or the Fundamental Change Conversion Rate, as applicable, the method of calculation thereof in reasonable detail and the facts requiring such adjustment and upon which such adjustment is based; (ii) as soon as practicable following the determination of a revised Fixed Conversion Rate or Fundamental Change Conversion Rate, as applicable, provide, or cause to be provided, a written notice to the Holders of the Series F Preferred Stock of the occurrence of such event and (iii) as soon as practicable following the determination of a revised Fixed Conversion Rate or Fundamental Change Conversion Rate, as applicable, provide, or cause to be provided, to the Holders of the Series F Preferred Stock a statement setting forth in reasonable detail the method by which the adjustment to such Fixed Conversion Rate or the Fundamental Change Conversion Rate, as applicable, was determined and setting forth such revised Fixed Conversion Rate or Fundamental Change Conversion Rate, as applicable.

     (e) Recapitalizations, Reclassifications and Changes of the Common Stock. In the event of:

     (A) any recapitalization, reclassification or change of the Common Stock (other than changes only in par value or resulting from a subdivision or combination);

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     (B) any consolidation or merger of the Corporation with or into another Person;

     (C) any sale, transfer, lease or conveyance to another Person of all or substantially all of the Corporation’s and its Subsidiaries’ property and assets; or

     (D) any statutory exchange of the Corporation’s securities with another Person (other than in connection with a merger or acquisition), any reclassification or any binding share exchange which reclassifies or changes the outstanding Common Stock;

in each case as a result of which the shares of Common Stock are exchanged for, or converted into, other securities, property or assets (including cash or any combination thereof) (any such event, a “Reorganization Event”), then, at and after the effective time of such Reorganization Event, each share of Series F Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of the Holders of the Series F Preferred Stock, become convertible into the kind and amount of such other securities, property or assets (including cash or any combination thereof) that holders of the Common Stock received in such Reorganization Event (the “Exchange Property”), and, prior to or at the effective time of such Reorganization Event, the Corporation shall amend its Charter to provide for such change in the convertibility of the Series F Preferred Stock; provided that if the kind and amount of Exchange Property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person, then the Exchange Property receivable upon such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make an election (or of all such holders if none makes an election). If a Conversion Date follows a Reorganization Event, the Conversion Rate then in effect shall be applied on the Conversion Date to the amount of such Exchange Property received per share of the Common Stock in the Reorganization Event (a “unit of Exchange Property”), as determined in accordance with this Section 11(e). For the purpose of determining which clause of the definition of Conversion Rate shall apply on any such Conversion Date and for the purpose of calculating the Conversion Rate if clause (ii) of the definition thereof is applicable, the value of a unit of Exchange Property shall be determined in good faith by the Board of Directors, except that if a unit of Exchange Property includes common stock or American Depositary Receipts (“ADRs”) that are traded on a U.S. national securities exchange, the value of such common stock or ADRs shall be the Applicable Market Value determined with regard to a share of such common stock or a single ADR, as the case may be, mutatis mutandis. For the purpose of paying accrued and unpaid dividends in units of Exchange Property in accordance with Section 4, the value of a unit of Exchange Property shall equal 97% of the value determined pursuant to the immediately preceding sentence.

     The above provisions of this Section 11(e) shall similarly apply to successive Reorganization Events and the provisions of Section 11 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of Common Stock in any such Reorganization Event.

     The Corporation (or any successor) shall, as soon as reasonably practicable (but in any event within 20 days) after the occurrence of any Reorganization Event, provide written notice to

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the Holders of such occurrence of such Reorganization Event and of the kind and amount of the cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11(e).

     (f) In connection with any Reorganization Event, the Dividend Threshold Amount shall be subject to adjustment as described in clause (i), clause (ii) or clause (iii) below, as the case may be.

     (i) In the case of a Reorganization Event in which the Exchange Property (determined, as appropriate, pursuant to the Section 11(e) and excluding any dissenters’ appraisal rights) is composed entirely of shares of common stock (the “Merger Common Stock”), the Dividend Threshold Amount at and after the effective time of such Reorganization Event shall be equal to (x) the Dividend Threshold Amount immediately prior to the effective time of such Reorganization Event, divided by (y) the number of shares of Merger Common Stock that a holder of one share of Common Stock would receive in such Reorganization Event (such quotient rounded down to nearest cent).

     (ii) In the case of a Reorganization Event in which the Exchange Property (determined, as appropriate, pursuant to Section 11(e) and excluding any dissenters’ appraisal rights) is composed in part of shares of Merger Common Stock, the Dividend Threshold Amount at and after the effective time of such Reorganization Event shall be equal to (x) the Dividend Threshold Amount immediately prior to the effective time of such Reorganization Event, multiplied by (y) the Merger Valuation Percentage for such Reorganization Event (such quotient rounded down to nearest cent).

     (iii) For the avoidance of doubt, in the case of a Reorganization Event in which the Exchange Property (determined, as appropriate, pursuant to Section 11(e) and excluding any dissenters’ appraisal rights) is composed entirely of consideration other than shares of common stock, the Dividend Threshold Amount at and after the effective time of such Reorganization Event shall be equal to zero.

     (iv) The “Merger Valuation Percentage” for a Reorganization Event shall be equal to (x) the Average VWAP of one share of Merger Common Stock over the five consecutive Trading Day period immediately preceding, and excluding, the effective date of the Reorganization Event, divided by (y) the Average VWAP of one share of Common Stock over such period.

     (g) For purposes of this Section 11, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

     SECTION 12. Liquidation Rights. (a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, each Holder of Series F Preferred Stock shall be entitled to receive for each share of Series F Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, subject

31

to the rights of any creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other Junior Stock of the Corporation, payment in full in an amount equal to the sum of (b) $1,000 per share of Series F Preferred Stock and (c) an amount equal to any accrued and unpaid dividends on each share of Series F Preferred Stock, whether or not declared, to the date fixed for liquidation, dissolution or winding up (such amounts collectively, the “Liquidation Preference”).

     (d) Partial Payment. If in any distribution described in Section 12 the assets of the Corporation or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Series F Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Series F Preferred Stock as to such distribution, Holders of Series F Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

     (e) Residual Distributions. If the Liquidation Preference has been paid in full to all Holders of Series F Preferred Stock, the Holders of the Series F Preferred Stock will have no right or claim to any of the remaining assets of the Corporation (or proceeds thereof).

     (f) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 12, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the Holders of Series F Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

     SECTION 13. No Sinking Fund. The Series F Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Series F Preferred Stock will have no right to require redemption or repurchase of any shares of Series F Preferred Stock.

     SECTION 14. Status of Repurchased Shares. Shares of Series F Preferred Stock that are repurchased or otherwise acquired by the Corporation shall revert to authorized but unissued shares of Preferred Stock (provided that any such cancelled shares of Series F Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Series F Preferred Stock).

     SECTION 15. Voting Rights. (a) General. The Holders of Series F Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law or the Charter. Holders of shares of Series F Preferred Stock will be entitled to one vote for each such share on any matter on which Holders of Series F Preferred Stock are entitled to vote, including any action by written consent.

     (b) Preferred Directors. Whenever, at any time or times, dividends payable on the shares of Series F Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive (a “Nonpayment”), the authorized number of directors on the Board of Directors shall automatically be increased by two and the Holders of

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Series F Preferred Stock will have the right, with holders of shares of any one or more other classes or series of outstanding Parity Stock upon which like voting rights have been conferred and are exercisable at the time, voting together as a class (and with voting rights allocated pro rata based on the liquidation amount of each such class or series), to elect two directors (collectively, the “Preferred Directors” and each, a “Preferred Director”) to fill such newly created directorships at the Corporation’s next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of the Corporation’s stockholders until all accrued and unpaid dividends have been paid on Series F Preferred Stock, at which time such right will terminate, except as otherwise provided or expressly provided by law, subject to revesting in the event of each and every nonpayment; provided that it will be a qualification for election for any Preferred Director that the election of such Preferred Director will not cause the Corporation to violate any corporate governance requirements of any securities exchange or other trading facility on which the Corporation’s securities may then be listed or traded that listed or traded companies must have a majority of independent directors.

     Upon any termination of the right set forth in the immediately preceding paragraph, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately, and the authorized number of directors shall be reduced by the number of Preferred Directors elected as described above. Any Preferred Director may be removed at any time, without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the Holders of a majority in voting power of the shares of Series F Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Parity Stock upon which like voting rights have been conferred and are exercisable at the time (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the extent the voting rights of such Holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who will hold office for the unexpired term in respect of which such vacancy occurred.

     (c) Voting Rights as to Particular Matters. So long as any shares of Series F Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Charter, the affirmative vote or consent of the Holders of at least 66⅔% in voting power of the shares of Series F Preferred Stock at the time outstanding and all other Parity Stock having similar voting rights that are exercisable, voting together as a single class, given in person or by proxy, by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

     (i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Designations or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Corporation ranking senior to Series F Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Corporation;

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     (ii) Amendment of Series F Preferred Stock. Any amendment, alteration or repeal of any provision of the Certificate of Designations or the Charter (including, unless no vote on such merger or consolidation is required by clause (iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Series F Preferred Stock; or

     (iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification involving the Series F Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Series F Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Series F Preferred Stock immediately prior to such consummation, taken as a whole;

provided, however, that for all purposes of this Section 15(c), the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Series F Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the Holders of outstanding shares of the Series F Preferred Stock.

     (d) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the Holders of Series F Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws and applicable law and the rules of any national securities exchange or other trading facility on which Series F Preferred Stock is listed or traded at the time.

     SECTION 16. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the Transfer Agent may deem and treat the Record Holder of any share of Series F Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor the Transfer Agent shall be affected by any notice to the contrary.

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     SECTION 17. Notices. All notices or communications in respect of Series F Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Series F Preferred Stock are issued in book-entry form through DTC or any similar facility, such notices may be given to the Holders of Series F Preferred Stock in any manner permitted by such facility.

     SECTION 18. No Preemptive Rights; No Redemption Right. No share of Series F Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted. The Series F Preferred Stock will not be redeemable.

     SECTION 19. Replacement Stock Certificates. (a) If physical certificates are issued, and any of the Series F Preferred Stock certificates shall be mutilated, lost, stolen or destroyed, the Corporation shall, at the expense of the Holder, issue, in exchange and in substitution for and upon cancellation of the mutilated Series F Preferred Stock certificate, or in lieu of and substitution for the Series F Preferred Stock certificate lost, stolen or destroyed, a new Series F Preferred Stock certificate of like tenor and representing an equivalent amount of shares of Series F Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Series F Preferred Stock certificate and indemnity, if requested, satisfactory to the Corporation and the Transfer Agent.

     (b) The Corporation is not required to issue any certificate representing the Series F Preferred Stock on or after the Mandatory Conversion Date. In lieu of the delivery of a replacement certificate following the Mandatory Conversion Date, the Transfer Agent, upon delivery of the evidence and indemnity described above, shall deliver the shares of Common Stock issuable pursuant to the terms of the Series F Preferred Stock formerly evidenced by the certificate.

     SECTION 20. Transfer Agent, Registrar, Conversion and Dividend Disbursing Agent. The duly appointed transfer agent, registrar, conversion and dividend disbursing agent for the Series F Preferred Stock shall be the Transfer Agent. The Corporation may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Corporation and the Transfer Agent; provided that the Corporation shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Corporation shall send notice thereof by first-class mail, postage prepaid, to the Holders of the Series F Preferred Stock.

     SECTION 21. Form. (a) The Series F Preferred Stock shall initially be issued in the form of one or more definitive shares in fully registered form in substantially the form attached hereto as Exhibit A (each, a “Certificated Series F Preferred Stock”), which is hereby incorporated in and expressly made a part of this Certificate of Designations. Each Certificated Series F Preferred Stock shall reflect the number of shares of Certificated Series F Preferred Stock represented thereby, and may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Corporation is subject, if any, or usage (provided

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that any such notation, legend or endorsement is in a form acceptable to the Corporation). Each Certificated Series F Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Corporation in a written instrument to the Registrar.

     (b) If DTC or another depositary reasonably acceptable to the Corporation (the “Depositary”) is willing to act as depositary for the Global Preferred Shares, a Holder who is an Agent Member may request for the Corporation to issue one or more shares of Series F Preferred Stock in global form with the global legend (the “Global Shares Legend”) as set forth on the form of Series F Preferred Stock certificate attached hereto as Exhibit A (each, a “Global Preferred Share”), in exchange for the Certificated Series F Preferred Stock held by such Holder, with the same terms and of an equal aggregate Liquidation Preference. The Global Preferred Shares may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Corporation is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Corporation). Any Global Preferred Shares shall be deposited on behalf of the Holders of the Series F Preferred Stock represented thereby with the Registrar, at its New York office as custodian for a Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Corporation and countersigned and registered by the Registrar as hereinafter provided. The aggregate number of shares represented by each Global Preferred Share may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 21(b) shall apply only to a Global Preferred Share deposited with or on behalf of the Depositary. The Corporation shall execute and the Registrar shall, in accordance with this Section 21(b), countersign and deliver any Global Preferred Shares that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to Cede & Co. or pursuant to instructions received from Cede & Co. or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate of Designations, with respect to any Global Preferred Share held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary, or under such Global Preferred Share, and the Depositary may be treated by the Corporation, the Registrar and any agent of the Corporation or the Registrar as the absolute owner of such Global Preferred Share for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Registrar or any agent of the Corporation or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Share. The Holder of the Global Preferred Shares may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Global Preferred Shares, this Certificate of Designations or the Charter. Owners of beneficial interests in Global Preferred Shares shall not be entitled to receive physical delivery of certificated shares of Series F Preferred Stock, unless (x) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Preferred Shares and the Corporation does not appoint a qualified replacement for the Depositary within 90 days or (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Corporation does not appoint a qualified replacement for the Depositary within 90 days. In any such case, the Global Preferred

36

Shares shall be exchanged in whole for Certificated Series F Preferred Stock, with the same terms and of an equal aggregate Liquidation Preference, and such Certificated Series F Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

     (c) Signature. Two Officers permitted by applicable law shall sign each certificate representing the Series F Preferred Stock for the Corporation, in accordance with the Corporation’s Bylaws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a certificate representing the Series F Preferred Stock no longer holds that office at the time the Transfer Agent countersigned such certificate, such certificate shall be valid nevertheless. A certificate representing the Series F Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such certificate. Each certificate representing the Series F Preferred Stock shall be dated the date of its countersignature.

     SECTION 22. Stock Transfer and Stamp Taxes. The Corporation shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any issuance or delivery of shares of Series F Preferred Stock or shares of Common Stock or other securities issued on account of Series F Preferred Stock pursuant hereto or certificates representing such shares or securities. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series F Preferred Stock or Common Stock or other securities in a name other than that in which the shares of Series F Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the Holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not payable.

     SECTION 23. Other Rights. The shares of Series F Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

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     IN WITNESS WHEREOF, The Hartford Financial Services Group, Inc. has caused this Certificate of Designations to be signed by Ricardo A. Anzaldua, its authorized signatory, this 23^rd day of March 2010.

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By:	/s/  RICARDO A. ANZALDUA
	Name:	Ricardo A. Anzaldua
	Title:	Senior Vice President and Corporate Secretary

Certificate of Designations Signature Page

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Exhibit A

[FORM OF FACE OF SERIES F PREFERRED STOCK]

[INCLUDE FOR GLOBAL PREFERRED SHARES]

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CORPORATION OR THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE STATEMENT WITH RESPECT TO SHARES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

Certificate Number [______]	[Initial] Number of Shares of Series F
	Preferred Stock [______]

CUSIP 416515807
ISIN US4165158076

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

Series F Preferred Stock
(par value $0.01 per share)
(liquidation amount as specified below)

     THE HARTFORD FINANCIAL SERVICES GROUP, INC., a Delaware corporation (the “Corporation”), hereby certifies that [______] (the “Holder”), is the registered owner of [[______] ([______])][the number shown on Schedule I hereto of] fully paid and non-assessable shares of the Corporation’s designated Series F Preferred Stock, with a par value of $0.01 per share and a liquidation amount of $1,000 per share (the “Series F Preferred Stock”). The shares of Series F Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series F Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations, Preferences and Rights dated March 23, 2010 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Corporation will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Corporation at its principal place of business.

     Reference is hereby made to select provisions of the Series F Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.

     Upon receipt of this executed certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

     Unless the Registrar has properly countersigned, these shares of Series F Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

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     IN WITNESS WHEREOF, this certificate has been executed on behalf of the Corporation by two Officers of the Corporation this [_______] of [_______] [_______].

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By:
	Name:
	Title:
By:
	Name:
	Title:

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REGISTRAR’S COUNTERSIGNATURE

     These are shares of Series F Preferred Stock referred to in the within-mentioned Certificate of Designations.

     Dated: [_______], [_______]

THE BANK OF NEW YORK MELLON, as Registrar
By:
	Name:
	Title:

[FORM OF REVERSE OF CERTIFICATE FOR SERIES F PREFERRED STOCK]

     Cumulative dividends on each share of Series F Preferred Stock shall be payable at the applicable rate provided in the Certificate of Designations.

     The shares of Series F Preferred Stock shall be convertible in the manner and accordance with the terms set forth in the Certificate of Designations.

     The Corporation shall furnish without charge to each holder who so requests a summary of the authority of the board of directors to determine variations for future series within a class of stock and the designations, limitations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights.

ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series F Preferred Stock evidenced hereby to:

(Insert assignee’s social security or taxpayer identification number, if any)

(Insert address and zip code of assignee)

and irrevocably appoints:

as agent to transfer the shares of Series F Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:

(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee:

     (Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)

Schedule I¹

The Hartford Financial Services Group, Inc.

Global Preferred Share
7.25% Mandatory Convertible Preferred Stock, Series F

Certificate Number:

The number of shares of Series F Preferred Stock initially represented by this Global Preferred Share shall be ______. Thereafter the Transfer Agent and Registrar shall note changes in the number of shares of Series F Preferred Stock evidenced by this Global Preferred Share in the table set forth below:

		Number of Shares
Amount of Decrease	Amount of Increase	Represented by this
in Number of Shares	in Number of Shares	Global Preferred	Signature of
Represented by this	Represented by this	Share following	Authorized Officer
Global Preferred	Global Preferred	Decrease or	of Transfer Agent
Share	Share	Increase	and Registrar

¹ Attach Schedule I only to Global Preferred Shares.

EX-4.2

Exhibit 4.2

GLOBAL SECURITY

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
4.00% Senior Note due March 30, 2015

CUSIP: 416515 AY0

No. R-1 $300,000,000

     THE HARTFORD FINANCIAL SERVICES GROUP, INC., a corporation organized and existing under the laws of Delaware (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of THREE HUNDRED MILLION U.S. Dollars on March 30, 2015, and to pay interest thereon from March 23, 2010 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on March 30 and September 30 in each year, commencing September 30, 2010, at the rate of 4.00% per annum, on the basis of a 360-day year consisting of twelve 30-day months, until the principal hereof is paid or duly provided for or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 4.00% per annum on any overdue principal and premium and on any overdue installment of interest.

     The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 15 or September 15 (whether or

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not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

     Payment of the principal of (and premium, if any) and any interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

     Any additional Securities issued under the same CUSIP as this Security shall be fungible with this Security for U.S. federal income tax purposes.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed as of the date below.

Dated: March 23, 2010

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By:	/s/ JOHN GIAMALIS
	Name:	John N. Giamalis
	Title:	Senior Vice President and Treasurer

2

Certificate of Authentication

     This is one of the Securities referred to in the within-mentioned Indenture.

Dated: March 23, 2010

The Bank of New York Mellon Trust Company, N.A., as Trustee
By:	/s/ MARY CALLAHAN
	Authorized Signatory

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REVERSE OF SECURITY

     This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of April 11, 2007 as supplemented and amended from time to time (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $300,000,000.

     All terms used in this Security that are defined in the Indenture shall have the meaning assigned to them in the Indenture.

     The Company shall have the right, at its option, to redeem this Security, at any time in whole, or from time to time in part, in multiples of $1,000, at a redemption price equal to the greater of:

     1. 100% of the principal amount of the Securities of this series to be redeemed; or

     2. the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 25 basis points.

     In each case, the Company shall pay accrued and unpaid interest on the principal amount being redeemed to the Redemption Date.

     “Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.

     “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

     “Independent Investment Banker” means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time.

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     “Reference Treasury Dealer” means (1) each of Goldman, Sachs & Co., J.P. Morgan Securities Inc., Citigroup Global Markets Inc., and Credit Suisse Securities (USA) LLC, and their respective successors, unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), in which case the Company shall substitute another Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by the Company.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

     “Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three months before or after the Remaining Life of the Securities of this series to be redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date.

     Notice of redemption shall be mailed at least 30 but not more than 60 days before the Redemption Date to each Holder of Securities of this series to be redeemed at its registered address. The notice of redemption for such Securities shall state, among other things, the amount of Securities of this series to be redeemed (any unredeemed portion of such Securities to be in a minimum denomination of $2,000), the Redemption Date, the manner in which the redemption price shall be calculated and the place or places that payment shall be made upon presentation and surrender of such Securities to be redeemed. Unless the Company defaults in the payment of the redemption price together with accrued interest, interest will cease to accrue on any Securities of this series that have been called for redemption on the Redemption Date. The Company shall notify the Trustee of the redemption price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation.

     In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

2

     Installments of accrued and unpaid interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of the Securities of this series, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms.

     The Indenture contains provisions for satisfaction, discharge and defeasance of the entire indebtedness on this Security, upon compliance by the Company with certain conditions set forth therein.

     If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be a issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same.

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     No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

     The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

4

ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common
TEN ENT	—	as tenants by the entireties
JT TEN	—	as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT —		Custodian
	(Minor)		(Cust)

Under Uniform Gifts to Minors Act
	(State)

Additional abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Security and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such Security on the books of the Company, with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever.

5

EX-4.3

Exhibit 4.3

GLOBAL SECURITY

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
5.50% Senior Note due March 30, 2020

CUSIP: 416515 AZ7

No. R-1 $500,000,000

     THE HARTFORD FINANCIAL SERVICES GROUP, INC., a corporation organized and existing under the laws of Delaware (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of FIVE HUNDRED MILLION U.S. Dollars on March 30, 2020, and to pay interest thereon from March 23, 2010 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on March 30 and September 30 in each year, commencing September 30, 2010, at the rate of 5.50% per annum, on the basis of a 360-day year consisting of twelve 30-day months, until the principal hereof is paid or duly provided for or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 5.50% per annum on any overdue principal and premium and on any overdue installment of interest.

     The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 15 or September 15 (whether or

1

not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

     Payment of the principal of (and premium, if any) and any interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

     Any additional Securities issued under the same CUSIP as this Security shall be fungible with this Security for U.S. federal income tax purposes.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed as of the date below.

Dated: March 23, 2010
	THE HARTFORD FINANCIAL SERVICES GROUP, INC.
	By:	/s/ JOHN N. GIAMALIS
		Name:	John N. Giamalis
		Title:	Senior Vice President and Treasurer

2

Certificate of Authentication

     This is one of the Securities referred to in the within-mentioned Indenture.

Dated: March 23, 2010
	The Bank of New York Mellon Trust Company, N.A., as Trustee
	By:	/s/ MARY CALLAHAN
		Authorized Signatory

3

REVERSE OF SECURITY

     This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of April 11, 2007 as supplemented and amended from time to time (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $500,000,000.

     All terms used in this Security that are defined in the Indenture shall have the meaning assigned to them in the Indenture.

     The Company shall have the right, at its option, to redeem this Security, at any time in whole, or from time to time in part, in multiples of $1,000, at a redemption price equal to the greater of:

     1. 100% of the principal amount of the Securities of this series to be redeemed; or

     2. the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 25 basis points.

     In each case, the Company shall pay accrued and unpaid interest on the principal amount being redeemed to the Redemption Date.

     “Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.

     “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

     “Independent Investment Banker” means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time.

1

     “Reference Treasury Dealer” means (1) each of Goldman, Sachs & Co., J.P. Morgan Securities Inc., Citigroup Global Markets Inc., and Credit Suisse Securities (USA) LLC, and their respective successors, unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), in which case the Company shall substitute another Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by the Company.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

     “Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three months before or after the Remaining Life of the Securities of this series to be redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date.

     Notice of redemption shall be mailed at least 30 but not more than 60 days before the Redemption Date to each Holder of Securities of this series to be redeemed at its registered address. The notice of redemption for such Securities shall state, among other things, the amount of Securities of this series to be redeemed (any unredeemed portion of such Securities to be in a minimum denomination of $2,000), the Redemption Date, the manner in which the redemption price shall be calculated and the place or places that payment shall be made upon presentation and surrender of such Securities to be redeemed. Unless the Company defaults in the payment of the redemption price together with accrued interest, interest will cease to accrue on any Securities of this series that have been called for redemption on the Redemption Date. The Company shall notify the Trustee of the redemption price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation.

     In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

2

     Installments of accrued and unpaid interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of the Securities of this series, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms.

     The Indenture contains provisions for satisfaction, discharge and defeasance of the entire indebtedness on this Security, upon compliance by the Company with certain conditions set forth therein.

     If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be a issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same.

3

     No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

     The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

4

ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common
TEN ENT	—	as tenants by the entireties
JT TEN	—	as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT —		Custodian
	(Minor)		(Cust)

Under Uniform Gifts to Minors Act
	(State)

Additional abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Security and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such Security on the books of the Company, with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever.

5

EX-4.4

Exhibit 4.4

GLOBAL SECURITY

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
6.625% Senior Note due March 30, 2040

CUSIP: 416515 BA1

No. R-1 $300,000,000

     THE HARTFORD FINANCIAL SERVICES GROUP, INC., a corporation organized and existing under the laws of Delaware (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of THREE HUNDRED MILLION U.S. Dollars on March 30, 2040, and to pay interest thereon from March 23, 2010 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on March 30 and September 30 in each year, commencing September 30, 2010, at the rate of 6.625% per annum, on the basis of a 360-day year consisting of twelve 30-day months, until the principal hereof is paid or duly provided for or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 6.625% per annum on any overdue principal and premium and on any overdue installment of interest.

     The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 15 or September 15 (whether or

1

not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

     Payment of the principal of (and premium, if any) and any interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

     Any additional Securities issued under the same CUSIP as this Security shall be fungible with this Security for U.S. federal income tax purposes.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed as of the date below.

Dated: March 23, 2010

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By:	/s/ JOHN N. GIAMALIS
	Name:	John N. Giamalis
	Title:	Senior Vice President and Treasurer

2

Certificate of Authentication

     This is one of the Securities referred to in the within-mentioned Indenture.

Dated: March 23, 2010

The Bank of New York Mellon Trust Company, N.A., as Trustee
By:	/s/ MARY CALLAHAN
	Authorized Signatory

3

REVERSE OF SECURITY

     This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of April 11, 2007 as supplemented and amended from time to time (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $300,000,000.

     All terms used in this Security that are defined in the Indenture shall have the meaning assigned to them in the Indenture.

     The Company shall have the right, at its option, to redeem this Security, at any time in whole, or from time to time in part, in multiples of $1,000, at a redemption price equal to the greater of:

     1. 100% of the principal amount of the Securities of this series to be redeemed; or

     2. the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.

     In each case, the Company shall pay accrued and unpaid interest on the principal amount being redeemed to the Redemption Date.

     “Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.

     “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

     “Independent Investment Banker” means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time.

1

     “Reference Treasury Dealer” means (1) each of Goldman, Sachs & Co., J.P. Morgan Securities Inc., Citigroup Global Markets Inc., and Credit Suisse Securities (USA) LLC, and their respective successors, unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), in which case the Company shall substitute another Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by the Company.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

     “Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three months before or after the Remaining Life of the Securities of this series to be redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date.

     Notice of redemption shall be mailed at least 30 but not more than 60 days before the Redemption Date to each Holder of Securities of this series to be redeemed at its registered address. The notice of redemption for such Securities shall state, among other things, the amount of Securities of this series to be redeemed (any unredeemed portion of such Securities to be in a minimum denomination of $2,000), the Redemption Date, the manner in which the redemption price shall be calculated and the place or places that payment shall be made upon presentation and surrender of such Securities to be redeemed. Unless the Company defaults in the payment of the redemption price together with accrued interest, interest will cease to accrue on any Securities of this series that have been called for redemption on the Redemption Date. The Company shall notify the Trustee of the redemption price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation.

     In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

2

     Installments of accrued and unpaid interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of the Securities of this series, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms.

     The Indenture contains provisions for satisfaction, discharge and defeasance of the entire indebtedness on this Security, upon compliance by the Company with certain conditions set forth therein.

     If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be a issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same.

3

     No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

     The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

4

ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common
TEN ENT	—	as tenants by the entireties
JT TEN	—	as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT —		Custodian
	(Minor)		(Cust)

Under Uniform Gifts to Minors Act
	(State)

Additional abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Security and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such Security on the books of the Company, with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever.

5

EX-4.6

Exhibit 4.6

DEPOSIT AGREEMENT

Dated

March 23, 2010

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

ISSUER

-and-

THE BANK OF NEW YORK MELLON,
AS DEPOSITARY, REGISTRAR AND TRANSFER AGENT

RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED
7.25% MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES F

TABLE OF CONTENTS

	Page
ARTICLE 1 DEFINITIONS		1
ARTICLE 2 FORM OF RECEIPTS, DEPOSIT OF CONVERTIBLE PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER OF RECEIPTS		3
SECTION 2.01 Rights, Privileges and Preferences; Form and Transferability of Receipts		4
SECTION 2.02 Deposit of Convertible Preferred Stock; Execution and Delivery of Receipts in Respect Thereof		6
SECTION 2.03 No Redemption of Convertible Preferred Stock for Cash		7
SECTION 2.04 Registration and Transfer of Receipts		8
SECTION 2.05 Combinations and Split-ups of Receipts		8
SECTION 2.06 Surrender of Receipts and Withdrawal of Convertible Preferred Stock		8
SECTION 2.07 Limitations on Execution and Delivery, Transfer, Split-up. Combination, Surrender and Exchange of Receipts		9
SECTION 2.08 Lost Receipts, etc		10
SECTION 2.09 Cancellation and Destruction of Surrendered Receipts		10
SECTION 2.10 Conversion at the Option of Holders		10
SECTION 2.11 Fractional Shares		13
SECTION 2.12 No Pre-Release		13
ARTICLE 3 CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY		14
SECTION 3.01 Filing Proofs, Certificates and Other Information		14
SECTION 3.02 Payment of Fees and Expenses		14
SECTION 3.03 Representations and Warranties as to Convertible Preferred Stock		14
SECTION 3.04 Representation and Warranty as to Receipts and Depositary Shares		14
SECTION 3.05 Taxes		15
SECTION 3.06 Listing		15
ARTICLE 4 THE CONVERTIBLE PREFERRED STOCK; NOTICES		15
SECTION 4.01 Cash Distributions		15

i

TABLE OF CONTENTS
(continued)

	Page
SECTION 4.02 Distributions Other Than Cash		16
SECTION 4.03 Subscription Rights, Preferences or Privileges		17
SECTION 4.04 Notice of Dividends; Fixing of Record Date for Holders of Receipts		18
SECTION 4.05 Voting Rights		18
SECTION 4.06 Changes Affecting Convertible Preferred Stock and Reorganization Events		19
SECTION 4.07 Inspection of Reports		20
SECTION 4.08 Lists of Receipt Holders		20
SECTION 4.09 Withholding		20
ARTICLE 5 THE DEPOSITARY AND THE COMPANY		20
SECTION 5.01 Maintenance of Offices, Agencies and Transfer Books by the Depositary and the Registrar		20
SECTION 5.02 Prevention or Delay in Performance by the Depositary, the Depositary’s Agents or the Registrar		21
SECTION 5.03 Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company		22
SECTION 5.04 Resignation and Removal of the Depositary; Appointment of Successor Depositary		25
SECTION 5.05 Notices, Reports and Documents		26
SECTION 5.06 Indemnification by the Company		26
SECTION 5.07 Fees, Charges and Expenses		27
ARTICLE 6 AMENDMENT AND TERMINATION		27
SECTION 6.01 Amendment		27
SECTION 6.02 Termination		28
ARTICLE 7 MISCELLANEOUS		28
SECTION 7.01 Counterparts		28
SECTION 7.02 Exclusive Benefits of Parties		28
SECTION 7.03 Invalidity of Provisions		29
SECTION 7.04 Notices		29
SECTION 7.05 Depositary’s Agents		30
SECTION 7.06 Holders of Receipts Are Parties		30

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TABLE OF CONTENTS
(continued)

	Page
SECTION 7.07 Governing Law		30
SECTION 7.08 Inspection of Deposit Agreement and Certificate of Designations		31
SECTION 7.09 Headings		31
Exhibit A — Form of Face of Receipt; Form of Reverse of Receipt
Exhibit B — Certificate of Designations

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DEPOSIT AGREEMENT

     DEPOSIT AGREEMENT, dated March 23, 2010, among THE HARTFORD FINANCIAL SERVICES GROUP, INC., a Delaware corporation, THE BANK OF NEW YORK MELLON, (operating with the service name BNY Mellon Shareowner Services), a New York banking corporation, as Depositary, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

WITNESSETH:

     WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares from time to time of the Company’s Convertible Preferred Stock (as hereinafter defined) with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Depositary Shares representing a fractional interest in the Convertible Preferred Stock deposited and for the execution and delivery of Receipts evidencing Depositary Shares;

     WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;

     WHEREAS, the terms, conditions, and pricing mechanisms upon conversion of the Convertible Preferred Stock are set forth in the Certificate of Designations attached hereto as Exhibit B; and

     NOW, THEREFORE, in consideration of the premises contained herein, it is agreed by and among the parties hereto as follows:

ARTICLE 1
DEFINITIONS

     The following definitions shall apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit Agreement and the Receipts:

     “Board of Directors” shall have the meaning set forth in the Certificate of Designations.

     “Certificate of Designations” shall mean the Certificate of Designations, Preferences and Rights of 7.25% Mandatory Convertible Preferred Stock, Series F that amends the Amended and Restated Certificate of Incorporation of the Company, adopted by the Board of Directors of the Company or a duly authorized committee thereof, establishing and setting forth the rights, preferences and privileges of the Convertible Preferred Stock, as filed with the Secretary of State of the State of Delaware on March 23, 2010 and attached hereto as Exhibit B, and as such certificate may be amended or restated from time to time.

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     “Certificate of Incorporation” shall mean the Company’s Amended and Restated Certificate of Incorporation, including any certificates of designation, as it may be amended from time to time.

     “close of business” shall mean 5:00 p.m. (New York City time).

     “Common Stock” shall mean the common stock, par value $0.01, of the Company.

     “Company” shall mean The Hartford Financial Services Group, Inc., a Delaware corporation, and its successors.

     “Conversion Date” shall have the meaning set forth in the Certificate of Designations.

     “Conversion Number” shall have the meaning set forth in Section 2.10.

     “Convertible Preferred Stock” shall mean the Company’s 7.25% Mandatory Convertible Preferred Stock, Series F, $0.01 par value per share, heretofore validly issued, fully paid and nonassessable.

     “Deposit Agreement” shall mean this agreement, as the same may be amended, modified or supplemented from time to time.

     “Depositary” shall mean The Bank of New York Mellon, (operating with the service name BNY Mellon Shareowner Services) or any successor appointed as depositary pursuant to Section 5.04.

     “Depositary Office” shall mean the designated office of the Depositary at which at any particular time its business in respect of matters governed by this Deposit Agreement shall be administered, which at the date of this Deposit Agreement is located at 480 Washington Boulevard, Jersey City, NJ 07310.

     “Depositary Share” shall mean the security representing a 1/40^th fractional interest in a share of Convertible Preferred Stock deposited with the Depositary hereunder, as evidenced by the Receipts issued hereunder.

     “Depositary’s Agent” shall mean an agent appointed by the Depositary as provided, and for the purposes specified, in Section 7.05.

     “Dividend Payment Date” shall have the meaning set forth in the Certificate of Designations.

     “Dividend Period” shall have the meaning set forth in the Certificate of Designations.

     “DTC” means The Depository Trust Company.

     “DTC Receipt” has the meaning set forth in Section 2.01.

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     “Exchange Property” shall have the meaning set forth in the Certificate of Designations.

     “Mandatory Conversion Date” shall have the meaning set forth in the Certificate of Designations.

     “Officer’s Certificate” shall have the meaning set forth in the Certificate of Designations.

     “open of business” shall mean 9:00 a.m. (New York City time).

     “Person” shall mean any natural person, partnership, joint venture, firm, corporation, limited liability company, limited liability partnership, unincorporated association, trust or other entity, and shall include any successor (by merger or otherwise) of the foregoing.

     “Receipt” shall mean a receipt issued hereunder to evidence one or more Depositary Shares, whether in definitive or temporary form, substantially in the form set forth as Exhibit A hereto.

     “record date” as applied to a Receipt shall mean the date fixed pursuant to Section 4.04.

     “Record holder” or “holder” as applied to a Receipt shall mean the Person in whose name such Receipt is registered on the books maintained by the Depositary for such purpose.

     “Registrar” shall mean The Bank of New York Mellon (operating with the service name BNY Mellon Shareowner Services), or any bank or trust company appointed as successor thereto pursuant to Section 5.04 to register ownership and transfers of Receipts and the deposited Convertible Preferred Stock.

     “Regular Record Date” shall have the meaning set forth in the Certificate of Designations.

     “Reorganization Event” shall have the meaning set forth in the Certificate of Designations.

     “Securities Act” shall mean the Securities Act of 1933, as amended.

     “Trading Day” shall have the meaning set forth in the Certificate of Designations.

     “Transfer Agent” shall mean The Bank of New York Mellon (operating with the service name BNY Mellon Shareowner Services), or any bank or trust company appointed as successor thereto pursuant to Sections 2.02 and 5.04 to transfer the Receipts and the deposited Convertible Preferred Stock.

     “unit of Exchange Property” shall have the meaning set forth in the Certificate of Designations.

ARTICLE 2
FORM OF RECEIPTS, DEPOSIT OF CONVERTIBLE PREFERRED

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STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER
OF RECEIPTS

     SECTION 2.01 Rights, Privileges and Preferences; Form and Transferability of Receipts.

     A. Rights, Privileges and Preferences. Subject to the terms of this Deposit Agreement, each holder of a Receipt is entitled, proportionately, to all the rights, preferences and privileges of the Convertible Preferred Stock represented by the Depositary Shares evidenced by such Receipt (including the conversion, dividend, voting, and liquidation rights contained in the Certificate of Designations) and the same proportionate interest in any and all other property received by the Depositary in respect of such Convertible Preferred Stock and held under this Deposit Agreement.

     B. Form and Transferability of Receipts. Except as provided herein, if requested by any holder, definitive Receipts shall be printed and shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, in each case with appropriate insertions, modifications and omissions, as hereinafter provided. Pending the preparation of definitive Receipts, the Depositary, upon, and pursuant to, the written order of the Company delivered in compliance with Section 2.02 shall be authorized and instructed to, and shall, execute and deliver temporary Receipts which shall be substantially of the tenor of the definitive Receipts in lieu of which they are issued and in each case with such appropriate insertions, omissions, substitutions and other variations as the Persons executing such Receipts may determine (but which do not affect the rights or duties of the Depositary), as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Company and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at the Depositary Office without charge to the holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary is hereby authorized and instructed to, and shall, execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the Company’s expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Deposit Agreement, and with respect to the Convertible Preferred Stock deposited, as definitive Receipts.

     Receipts shall be executed by the Depositary by the manual or facsimile signature of a duly authorized signatory of the Depositary; provided, that if a Registrar for the Receipts (other than the Depositary) shall have been appointed then such Receipts shall also be countersigned by manual or facsimile signature of a duly authorized signatory of the Registrar. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed as provided in the preceding sentence. The Depositary shall record on its books each Receipt executed as provided above and delivered as hereinafter provided. Receipts bearing the manual or facsimile signature of a duly authorized signatory of the Depositary who was at any time a proper signatory of the Depositary shall bind the Depositary, notwithstanding that such signatory ceased to hold such office prior to the execution

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and delivery of such Receipts by the Registrar or did not hold such office on the date of issuance of such Receipts.

     Receipts shall be in denominations of any number of whole Depositary Shares. All Receipts shall be dated the date of their issuance.

     Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary and approved by the Company, or which the Company has determined are required to comply with any applicable law or regulation or with the rules and regulations of any securities exchange upon which the Depositary Shares may be listed for trading or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject, in each case as directed by the Company.

     Title to any Receipt (and to the Depositary Shares evidenced by such Receipt) that is properly endorsed, or accompanied by a properly executed instrument of transfer, or endorsement shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of a Receipt shall be registered on the books of the Depositary as provided in Section 2.04, the Depositary may, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the purpose of determining the Person entitled to distributions of dividends or other distributions or payments with respect to the Convertible Preferred Stock, to exercise any voting, or conversion rights or to receive any notice provided for in this Deposit Agreement and for all other purposes.

     Notwithstanding the foregoing, the Depositary and the Company will make application to DTC for acceptance of all of the Receipts for its book-entry settlement system. The Company hereby appoints the Depositary acting through any authorized officer thereof as its attorney-in-fact, with full power to delegate, for purposes of executing any agreements, certifications or other instruments or documents necessary or desirable in order to effect the acceptance of such Receipts for DTC eligibility. So long as the Receipts are eligible for book-entry settlement with DTC, unless otherwise required by law, all Depositary Shares to be traded on the New York Stock Exchange with book-entry settlement through DTC shall be represented by a single receipt (the “DTC Receipt”), which shall be deposited with DTC (or its custodian) evidencing all such Depositary Shares and registered in the name of the nominee of DTC (initially expected to be Cede & Co.). The DTC Receipt shall be in such form and shall bear such legend or legends as may be appropriate or required by DTC in order for it to accept the Depositary Shares for its book-entry settlement system. The Bank of New York Mellon or such other entity as is agreed to by DTC may hold the DTC Receipt as custodian for DTC. Ownership of beneficial interests in the DTC Receipt shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) DTC or its nominee for such DTC Receipt, or (ii) institutions that have accounts with DTC.

     The DTC Receipt shall be exchangeable for definitive Receipts only if (i) DTC notifies the Company at any time that it is unwilling or unable to continue to make its book-entry settlement system available for the Receipts and a successor to DTC is not appointed by the Company within

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90 days of the date the Company is so informed in writing or (ii) DTC notifies the Company at any time that it has ceased to be a clearing agency registered under applicable law and a successor to DTC is not appointed by the Company within 90 days of the date the Company is so informed in writing. The Company shall provide written notice to the Depositary upon receipt of a notice described in cause (i) or (ii) of the preceding sentence. Until such written notice is received by the Depositary, the Depositary may presume conclusively for all purposes that the events described in clause (i) and (ii) of the first sentence of this paragraph have not occurred. If the beneficial owners of interests in Depositary Shares are entitled to exchange such interests for definitive Receipts as the result of an event described in clause (i), or (ii) of the first sentence of this paragraph, then without unnecessary delay, the Depositary is hereby directed to and shall provide written instructions to DTC to deliver to the Depositary for cancellation the DTC Receipt, and the Company shall instruct the Depositary in writing to execute and deliver to the beneficial owners of the Depositary Shares previously evidenced by the DTC Receipt definitive Receipts in physical form evidencing such Depositary Shares.

     Notwithstanding any other provision herein to the contrary, delivery of shares of Convertible Preferred Stock and other property in connection with the withdrawal or conversion of Depositary Shares will be made through DTC and in accordance with its procedures, unless the holder of the relevant Receipt otherwise requests and such request is reasonably acceptable to the Depositary and the Company. Upon any such withdrawal or conversion, if requested by the holder of the relevant Receipt, the Company shall take any action reasonably requested by DTC in order for the securities issuable upon conversion or the withdrawn shares of Convertible Preferred Stock, as the case may be, to be eligible for settlement in DTC’s book-entry system.

     SECTION 2.02 Deposit of Convertible Preferred Stock; Execution and Delivery of Receipts in Respect Thereof.

     Concurrently with the execution of this Deposit Agreement, the Company is delivering to the Depositary a certificate or certificates, registered in the name of the Depositary and evidencing 575,000 shares of Convertible Preferred Stock, and from time to time the Company may deposit additional certificates registered in the name of the Depositary evidencing shares of Convertible Preferred Stock, in each case properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the Person or Persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Convertible Preferred Stock registered in such names specified in such written order. Upon receipt of the aforementioned 575,000 shares of Convertible Preferred Stock and related documentation the Depositary agrees to hold such deposited Convertible Preferred Stock in an account to be established by the Depositary at the Depositary Office or at such other office as the Depositary shall determine. The Company hereby appoints the Registrar as registrar and the Transfer Agent as transfer agent in each case for the Convertible Preferred Stock deposited hereunder and the Registrar and the Transfer Agent hereby accept such appointments and, as such, each will reflect changes in the number of shares (including any

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fractional shares) of deposited Convertible Preferred Stock held by it by notation, book-entry or other appropriate method; provided that, without limiting the foregoing, any successor Transfer Agent appointed pursuant to Section 5.04 will also become the Transfer Agent for the Convertible Preferred Stock deposited hereunder.

     If required by the Depositary, Convertible Preferred Stock presented for deposit by the Company at any time, whether or not the register of stockholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Convertible Preferred Stock or to receive other property that any Person in whose name the Convertible Preferred Stock is or has been registered may thereafter receive upon or in respect of such deposited Convertible Preferred Stock, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.

     Upon receipt by the Depositary of a certificate or certificates for Convertible Preferred Stock deposited hereunder, together with the other documents specified above, and upon registering such Convertible Preferred Stock in the name of the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or upon the order of, the Person or Persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02, a Receipt or Receipts for the number of whole Depositary Shares representing the Convertible Preferred Stock so deposited and registered in such name or names as may be requested by such Person or Persons.

     The Depositary shall execute and deliver such Receipt or Receipts at the Depositary Office, except that, at the request, risk and expense of any Person requesting such delivery, such delivery may be made at such other place as may be designated by such Person. Other than in the case of splits, combinations or other reclassifications affecting the Convertible Preferred Stock, or in the case of dividends or other distributions of Convertible Preferred Stock, if any, there shall be deposited hereunder not more than the number of shares constituting the Convertible Preferred Stock as set forth in the Certificate of Designations, as such may be amended. To the extent that the Company issues shares of Convertible Preferred Stock in excess of the amount set forth in the Certificate of Designations as of the date hereof (which shares have been validly authorized by the Company), the Company shall notify the Depositary of such issuance in writing. Unless and until such notice is received by the Depositary, the Depositary may presume conclusively for all purposes that the number of shares of Convertible Preferred Stock issued by the Company is not in excess of the amount set forth in the Certificate of Designations as of the date hereof.

     The Company shall deliver to the Depositary from time to time such quantities of Receipts as the Depositary may request to enable the Depositary to perform its obligations under this Deposit Agreement.

     SECTION 2.03 No Redemption of Convertible Preferred Stock for Cash.

     The Convertible Preferred Stock shall not be subject to redemption by the Company or at the option of any holder of Convertible Preferred Stock.

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     SECTION 2.04 Registration and Transfer of Receipts.

     The Company hereby appoints the Registrar as the registrar and the Transfer Agent as the transfer agent for the Receipts and the Registrar and Transfer Agent hereby accept such appointments and, as such, each shall register on its books from time to time transfers of Receipts upon any surrender thereof by a holder in person or by a duly authorized attorney, agent or representative properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, together with evidence of the payment by the applicable party of any taxes or charges as may be required by law. Upon such surrender, the Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the Person entitled thereto evidencing the same aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered. Notwithstanding anything contained in this Deposit Agreement to the contrary, neither the Depositary, the Transfer Agent nor the Registrar shall have any duty or obligation under any section of this Deposit Agreement which requires the payment of taxes or charges unless and until it is satisfied that all such taxes and/or charges have been paid.

     SECTION 2.05 Combinations and Split-ups of Receipts.

     Upon surrender of a Receipt or Receipts at the Depositary Office or such other office as the Depositary may designate for the purpose of effecting a split-up or combination of Receipts, and the receipt by it of all necessary information and documents, subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts in the authorized denominations requested evidencing the same aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered.

     SECTION 2.06 Surrender of Receipts and Withdrawal of Convertible Preferred Stock.

     Any holder of a Receipt or Receipts may withdraw any number of whole shares of deposited Convertible Preferred Stock represented by the Depositary Shares evidenced by such Receipt or Receipts and all money and other property, if any, represented by such Depositary Shares at any time by surrendering such Receipt or Receipts at the Depositary Office or at such other office as the Depositary may designate for such withdrawals. Upon such surrender, upon payment of all taxes and charges in connection with such surrender and withdrawal of Convertible Preferred Stock that are not payable by the Company pursuant to Section 3.05 or 5.07, and subject to the terms and conditions of this Deposit Agreement, without unreasonable delay, the Depositary shall deliver to such holder, or to the Person or Persons designated by such holder as hereinafter provided, the number of whole shares of such Convertible Preferred Stock and all such money and other property, if any, represented by the Depositary Shares evidenced by the Receipt or Receipts so surrendered for withdrawal, but holders of such whole shares of Convertible Preferred Stock will not thereafter be entitled to deposit such Convertible Preferred Stock hereunder or to receive Depositary Shares therefor. If the Receipt or Receipts delivered by the holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of deposited Convertible Preferred Stock to be withdrawn, the Depositary shall at the same time, in addition to such number of whole shares of Convertible Preferred Stock and

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such money and other property, if any, to be withdrawn, deliver to such holder, or upon his order, a new Receipt or Receipts evidencing such excess number of Depositary Shares. Delivery of such Convertible Preferred Stock and such money and other property being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied by proper instruments of transfer. If the deposited Convertible Preferred Stock and the money and other property being withdrawn are to be delivered to a Person or Persons other than the record holder of the Receipt or Receipts being surrendered for withdrawal of Convertible Preferred Stock, such holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such holder for withdrawal of such shares of Convertible Preferred Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer or endorsement in blank.

     The Depositary shall deliver the deposited Convertible Preferred Stock and the money and other property, if any, represented by the Depositary Shares evidenced by Receipts surrendered for withdrawal at the Depositary Office, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for the account of the holder thereof, such delivery may be made at such other place as may be designated by such holder.

     SECTION 2.07 Limitations on Execution and Delivery, Transfer, Split-up. Combination, Surrender and Exchange of Receipts.

     As a condition precedent to the execution and delivery, transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary’s Agents or the Company may require any or all of the following: (i) payment to it of a sum sufficient for the payment (or, in the event that the Company shall have made such payment, the reimbursement to it) of any tax or other charge and stock transfer or registration fee with respect thereto (including any such tax or charge with respect to the Convertible Preferred Stock being deposited or withdrawn); (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature (or the authority of any signature); and (iii) compliance with such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement as may be required by any securities exchange on which the deposited Convertible Preferred Stock, the Depositary Shares or the Receipts may be included for quotation or listing.

     The deposit of Convertible Preferred Stock may be refused, the delivery of Receipts against Convertible Preferred Stock may be suspended, the transfer of Receipts may be refused, and the transfer, split-up, combination, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company is closed or (ii) if any such action is deemed reasonably necessary or advisable by the Depositary, any of the Depositary’s Agents or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any other provision of this Deposit Agreement.

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     SECTION 2.08 Lost Receipts, etc.

     In case any Receipt shall be mutilated and surrendered to the Depositary or destroyed or lost or stolen, the Depositary shall execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt or in lieu of and in substitution for such destroyed, lost or stolen Receipt; provided, that the holder thereof shall have (a) filed with the Depositary a request for such execution and delivery before the Depositary has notice that the Receipt has been acquired by a protected purchaser and (b) provided an indemnity bond to the Depositary and (c) satisfied any other reasonable requirements imposed by the Depositary.

     SECTION 2.09 Cancellation and Destruction of Surrendered Receipts.

     All Receipts surrendered to the Depositary or any of the Depositary’s Agents shall be cancelled by the Depositary, including Receipts surrendered in connection with any conversion of the Convertible Preferred Stock in accordance with the Certificate of Designations, subject, in the case of conversion, to the right of record holders of such Receipts to receive the distributions in respect of such conversion under Section 4.01 or 4.02. Except as prohibited by applicable law or regulation, the Depositary is authorized, but not required, to destroy such Receipts so cancelled. In addition, following the automatic conversion of outstanding Convertible Preferred Stock pursuant to Section 5 of the Certificate of Designations, all Receipts evidencing Depositary Shares corresponding to the Convertible Preferred Stock so converted shall be deemed cancelled on the Mandatory Conversion Date, subject to the right of record holders of such Receipts to receive the distributions in respect of such conversion under Section 4.01 or 4.02.

     SECTION 2.10 Conversion at the Option of Holders.

     Subject to the terms and conditions of this Deposit Agreement, the record holder of any Receipt may, at any time that Convertible Preferred Stock may be converted pursuant to Section 6 or 7 of the Certificate of Designations, surrender such Receipt at the Depositary Office or such other office as the Depositary may from time to time designate for such purpose together with a notice of conversion properly completed and duly executed and a proper assignment of such Receipt to the Company or the Transfer Agent or in blank to the Depositary or any of the Depositary’s Agents, thereby instructing the Depositary to cause the conversion of a specified number (the “Conversion Number”) of whole shares of Convertible Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the applicable provisions in the Certificate of Designations, (as confirmed in writing by the Company), and specifying the name in which such holder desires the shares of Common Stock or units of Exchange Property issuable upon conversion to be registered and specifying payment instructions. The Depositary shall be deemed to have no knowledge of the Conversion Number unless and until it shall have actually received written notice thereof from the Company, and shall have no duty or obligation to investigate or inquire as to whether any Conversion Number contained in any such written notice is accurate, or whether it complies with the Certificate of Designations. If specified by the holder in such notice of conversion that shares of Common Stock or other securities issuable upon conversion of the Depositary Shares shall be issued to a Person other than the holder surrendering the Receipt for the Depositary Shares being converted,

10

then the holder shall pay or cause to be paid any transfer or similar taxes payable in connection with the shares of Common Stock or other securities so issued that are not payable by the Company pursuant to the Certificate of Designations or Section 3.05. In addition, the holder shall provide any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent for the Convertible Preferred Stock, if necessary, to effect the conversion.

     Upon fulfillment of the requirements in the foregoing paragraph, the Depositary is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent for the Convertible Preferred Stock of (i) the Conversion Number (as specified in writing by the Company), (ii) the number of shares of Common Stock or units of Exchange Property to be delivered upon conversion of such Conversion Number of shares of Convertible Preferred Stock (each as specified in writing by the Company), (iii) the amount of immediately available funds (as specified in writing by the Company), if any, to be delivered to the holder of such Receipts in payment of any fractional shares of Common Stock or other securities otherwise issuable and (iv) the amount of cash or other property (as specified in writing by the Company), if any, to be delivered to the holder of such Receipts in respect of accrued and unpaid dividends payable by the Company upon conversion of such shares of Convertible Preferred Stock pursuant to the Certificate of Designations, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Depositary) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) surrender to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company for conversion in accordance with the Certificate of Designations (as specified in writing by the Company) certificates for the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, together with delivery to the Company or the appropriate agent of the Company (pursuant to written instructions from the Company) any other information or payment required by the Certificate of Designations (as specified in writing by the Company) for such conversion, and such certificates shall thereupon be canceled by the Transfer Agent or other authorized agent. The Depositary shall have no duty or obligation to investigate or inquire as to whether the Company provided it with the correct number of shares of Common Stock or units of Exchange Property to be delivered upon any conversion, or the correct amount of funds, cash or other property to be delivered in payment of any fractional shares of Common Stock or other securities otherwise issuable or in respect of accrued and unpaid dividends payable by the Company upon any conversion, and the Depositary may rely conclusively on any such information provided by the Company

     As promptly as practicable after the Transfer Agent or other authorized agent of the Company has received such certificates from the Depositary, (a) the Company shall cause to be furnished to the Depositary (i) a certificate or certificates evidencing such number of shares of Common Stock or securities included in the Exchange Property, as the case may be, to be delivered upon conversion of the Conversion Number of shares of Convertible Preferred Stock and to be delivered in respect of accrued and unpaid dividends payable by the Company upon conversion of such shares of Convertible Preferred Stock pursuant to the Certificate of Designations, if any, (ii) such amount of immediately available funds, if any, to be delivered in respect of accrued and unpaid dividends payable by the Company upon conversion of such shares of Convertible Preferred Stock pursuant to the Certificate of Designations, and (iii) such

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amount of immediately available funds, if any, to be delivered in lieu of receiving fractional shares and any other property included in the Exchange Property, in each case as specified in a written notice from the Company and (b) the Depositary is hereby authorized and instructed to, and shall, deliver at the Depositary Office, (i) a certificate or certificates evidencing the sum of (x) the number of shares of Common Stock into which the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and (y) the number of shares of Common Stock or securities included in the Exchange Property, as the case may be, payable by the Company upon such conversion on account of accrued and unpaid dividends pursuant to the Certificate of Designations to the extent (if any) that the Company has elected to pay such accrued and unpaid dividends in shares of Common Stock, in each case as specified in writing by the Company and which has been provided by the Company, (ii) any other property included in the Exchange Property (as specified in writing by the Company and which has been provided by the Company) and (iii) an amount of cash equal to the sum of (x) the amount of cash payable by the Company upon such conversion on account of accrued and unpaid dividends pursuant to the Certificate of Designations to the extent (if any) that the Company has elected to pay such dividends in cash and (y) the amount of cash payable by the Company in lieu of delivering fractional shares of Common Stock or other securities pursuant to Section 10 of the Certificate of Designations, in each case as specified in writing by the Company and which has been provided by the Company.

     If the holder surrenders a Receipt in connection with a conversion of Convertible Preferred Stock pursuant to Section 6 of the Certificate of Designations and the applicable Conversion Date occurs during the period from the close of business on a Regular Record Date for any declared dividend to the open of business on the immediately following Dividend Payment Date, such holder shall remit to the Depositary with such Receipt an amount of funds equal to the dividend for the then-current Dividend Period with respect to such shares of Convertible Preferred Stock computed and paid as set forth in the Certificate of Designations, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on a Regular Record Date and the open of business on the immediately following Dividend Payment Date, or whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the related Convertible Preferred Stock on such Dividend Payment Date or whether such amount was computed and paid as set forth in the Certificate of Designations.

     In the event that a holder of a surrendered Receipt elects to convert less than all Depositary Shares evidenced by such Receipt under this Section 2.10, upon such conversion, the Depositary shall, if requested in writing and provided with all necessary information and documents, authenticate, countersign and deliver to such holder thereof, at the expense of the Company, a new Receipt evidencing the Depositary Shares as to which such conversion was not effected.

     Delivery of shares of Common Stock and other property following a conversion pursuant to this Section 2.10 may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by the Depositary,

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shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder surrendering Receipts, and for the account of such holder, to such place designated in writing by such holder.

     SECTION 2.11 Fractional Shares.

     No fractional shares of Common Stock or any other security will be issued to a holder of the Depositary Shares upon conversion or as a result of any distribution pursuant to Section 4.02. If more than one share of Convertible Preferred Stock represented by Depositary Shares as evidenced by Receipts held by the same holder shall be surrendered for conversion or entitled to a distribution pursuant to Section 4.02 at one time, the number of full shares of Common Stock or other security issuable upon conversion thereof or upon the relevant distribution, as applicable, shall be computed on the basis of the aggregate number of shares of Convertible Preferred Stock so surrendered or entitled to such distribution. Whenever a payment in lieu of fractional shares is to be made by the Depositary, the Company shall (i) promptly prepare and deliver to the Depositary a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient cash to the Depositary in the form of fully collected funds to make such payments. The Depositary shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment in lieu of fractional shares under any Section of this Deposit Agreement relating to the payment of fractional shares unless and until the Depositary shall have received such a certificate and sufficient cash. If the amount of cash required to be distributed by the Depositary in lieu of fractional shares exceeds the amount of cash received by the Depositary in lieu of fractional shares pursuant to Section 10(b) of the Certificate of Designations, then the Depositary, any of the Depositary’s Agents or any other entity as so instructed in writing by the Company, on behalf of all holders of Receipts entitled to fractional shares shall, as soon as practicable after the distribution date, sell the minimum number of such shares on the open market such that each such record holder will be entitled to receive, in lieu of a fractional share, an amount in cash, rounded to the nearest cent, equal to such record holder’s proportionate interest in the net proceeds from such sale. The Depositary shall have no duty or obligation to investigate or inquire whether the amounts of funds paid by the Company to the Depositary for the benefit of any holder in connection with such a conversion are correct.

     SECTION 2.12 No Pre-Release.

     The Depositary shall not deliver any deposited Convertible Preferred Stock represented by Depositary Shares evidenced by Receipts prior to the receipt and cancellation of such Receipts or other similar method used with respect to Receipts held by DTC. The Depositary shall not issue any Receipts prior to the receipt by the Depositary of the Convertible Preferred Stock corresponding to Depositary Shares evidenced by such Receipts. At no time will any Receipts be outstanding if such Receipts do not evidence Depositary Shares representing Convertible Preferred Stock deposited with the Depositary, subject to the rights of holders to

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receive distributions upon conversion of the deposited Convertible Preferred Stock pursuant to Section 4.01 or 4.02.

ARTICLE 3
CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

     SECTION 3.01 Filing Proofs, Certificates and Other Information.

     Any Person presenting Convertible Preferred Stock for deposit or any holder of a Receipt may be required from time to time to file with the Depositary such proof of residence, guarantee of signature or other information and to execute such certificates as the Depositary may reasonably deem necessary or proper or the Company may reasonably require by written request to the Depositary. The Depositary or the Company may withhold or delay the delivery of any Receipt, the transfer or exchange of any Receipt, the withdrawal of the deposited Convertible Preferred Stock represented by the Depositary Shares evidenced by any Receipt, the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof, until such proof or other information is filed, or such certificates are executed.

     SECTION 3.02 Payment of Fees and Expenses.

     Holders of Receipts shall be obligated upon any transfer of Receipts or withdrawal of deposited Convertible Preferred Stock to provide evidence satisfactory to the Depositary that any applicable taxes or other charges not payable by the Company pursuant to Section 3.05 have been paid. Until such payment is made, transfer of any Receipt or any withdrawal of the Convertible Preferred Stock or money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused, any dividend or other distribution may be withheld, and any part or all of the Convertible Preferred Stock or other property represented by the Depositary Shares evidenced by such Receipt may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder a reasonable number of days prior to such sale). Any dividend or other distribution so withheld and the proceeds of any such sale may be applied to any payment of such taxes or other charges, the holders remaining liable for any deficiency.

     SECTION 3.03 Representations and Warranties as to Convertible Preferred Stock.

     In the case of the initial deposit of the Convertible Preferred Stock hereunder, the Company represents and warrants that such Convertible Preferred Stock and each certificate therefor are validly issued, fully paid and nonassessable. Such representations and warranties shall survive the deposit of the Convertible Preferred Stock and the issuance of Receipts.

     SECTION 3.04 Representation and Warranty as to Receipts and Depositary Shares.

     The Company hereby represents and warrants that the Receipts, when issued, will evidence legal and valid interests in the Depositary Shares and each Depositary Share will represent a legal and valid 1/40^th fractional interest in a share of deposited Convertible Preferred

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Stock. Such representation and warranty shall survive the deposit of the Convertible Preferred Stock and the issuance of Receipts evidencing the Depositary Shares.

     SECTION 3.05 Taxes.

     The Company will pay any and all stock transfer, documentary, stamp and similar taxes and charges that may be payable in respect of any issuance or delivery of Depositary Shares or shares of Convertible Preferred Stock, Common Stock or other securities issued on account of Depositary Shares or certificates representing such shares or securities. The Company will not, however, be required to pay any such tax or charge that may be payable in respect of any transfer involved in the issuance or delivery of shares of Convertible Preferred Stock, Depositary Shares, shares of Common Stock or other securities in a name other than that in which the Depositary Shares with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and will not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or charge or has established, to the satisfaction of the Company and the Depositary , that such tax or charge has been paid or is not payable.

     SECTION 3.06 Listing.

     The Company hereby covenants and agrees that it will apply to list the Depositary Shares on the New York Stock Exchange. In addition, upon such listing, the Company hereby covenants and agrees that it will use reasonable best efforts to keep the Depositary Shares listed on the New York Stock Exchange.

ARTICLE 4
THE CONVERTIBLE PREFERRED STOCK; NOTICES

     SECTION 4.01 Cash Distributions.

     Whenever the Depositary shall receive (i) any cash dividend or other cash distribution on the deposited Convertible Preferred Stock (other than any cash distribution in respect of accrued and unpaid dividends on account of any conversion of the Convertible Preferred Stock pursuant to Section 5, 6 or 7 of the Certificate of Designations), (as specified in writing by the Company) the Depositary shall, subject to Section 3.02, distribute on the date it receives such dividend or distribution or as soon as practicable thereafter to record holders of Receipts as of the record date fixed pursuant to Section 4.04 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders or (ii) any cash distribution in respect of accrued and unpaid dividends on account any conversion of the deposited Convertible Preferred Stock pursuant to Section 5, 6 or 7 of the Certificate of Designations, (as specified in writing by the Company), the Depositary shall, subject to Section 3.02, distribute on the date that it receives such distribution or as soon as practicable thereafter to holders of Receipts as of the applicable Conversion Date such amounts of such cash distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares entitled to receive such distribution evidenced by the

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Receipts held by such holders; provided, however, in either case, that in case the Company or the Depositary shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Convertible Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. The Depositary, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered holders entitled thereto and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that, in the event of non-compliance with the preceding sentence the Internal Revenue Code of 1986 as amended, may require withholding by the Depositary of a portion of any of the distribution to be made hereunder.

     SECTION 4.02 Distributions Other Than Cash.

     Whenever the Depositary shall receive any distribution other than cash on the deposited Convertible Preferred Stock (other than any such distribution in connection with any conversion of the Convertible Preferred Stock pursuant to Section 5, 6 or 7 of the Certificate of Designations, as specified in writing by the Company, including on account of accrued and unpaid dividends), the Depositary shall, subject to Section 3.02, distribute on the date it receives such distribution or as soon as practicable thereafter to record holders of Receipts as of the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. The Depositary shall not make any distribution of securities to the holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities have been registered under the Securities Act or do not need to be registered. The Company covenants for the benefit of the holders of Depositary Shares that it will use its best efforts to provide such an opinion of counsel to the Depositary with regard to any securities that it delivers to the Depositary in respect of any conversion of the Convertible Preferred Stock pursuant to Section 5, 6 or 7 of the Certificate of Designations prior to the date of such delivery. Whenever the Depositary shall receive any distribution other than cash on the deposited Convertible Preferred Stock in connection with any conversion of the Convertible Preferred Stock pursuant to Section 5, 6 or 7 of the Certificate of Designations (as specified in writing by the Company), including on account of accrued and unpaid dividends, the Depositary shall, subject to Section 3.02, distribute on the date it receives such distribution or as soon as practicable thereafter, to record holders of Receipts as of the applicable Conversion Date such amounts of the securities or

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property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares entitled to receive such distribution evidenced by the Receipts held by such holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. The Person or Persons entitled to receive any Common Stock issuable upon any conversion shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the close of business on the applicable Conversion Date.

     Delivery of shares of Common Stock and other property pursuant to this Section 4.02 may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder surrendering Receipts, and for the account of such holder, to such place designated in writing by such holder.

     SECTION 4.03 Subscription Rights, Preferences or Privileges.

     If the Company shall at any time offer or cause to be offered to the Persons in whose names deposited Convertible Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and provided with an opinion of counsel that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered and that if Depositary undertakes such actions it will not be deemed an “issuer” under the Securities Act or an “investment company” under the Investment Company Act of 1940, as amended, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The Company covenants that it will not offer or cause to be offered any such rights, preferences or privileges unless it is able to provide such an opinion of counsel; provided that this provision is solely for the benefit of the holders and does not constitute a waiver of any rights that the holders may have under the Certificate of Incorporation, applicable law or otherwise. The net proceeds of any such sale shall, subject to Section 3.01 and Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered.

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     If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act and the Company shall have provided to the Depositary an opinion of counsel to such effect.

     If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges.

     The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

     SECTION 4.04 Notice of Dividends; Fixing of Record Date for Holders of Receipts.

     Whenever any cash dividend or other cash distribution shall become payable, any distribution other than cash shall be made, or any rights, preferences or privileges shall at any time be offered, with respect to the deposited Convertible Preferred Stock, or whenever the Depositary shall receive notice of any meeting at which holders of such Convertible Preferred Stock are entitled to vote or of which holders of such Convertible Preferred Stock are entitled to notice, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date fixed by the Company with respect to the Convertible Preferred Stock) for the determination of the holders of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to vote at such meeting.

     SECTION 4.05 Voting Rights.

     Upon receipt from the Company of notice of any meeting at which the holders of deposited Convertible Preferred Stock are entitled to vote, the Depositary shall, if requested in writing and provided with all necessary information and documents, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the

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Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Convertible Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of the holders of Receipts on such record date, (which shall be the same date as the record date fixed by the Company with respect to the Convertible Preferred Stock), the Depositary shall insofar as practicable vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole shares of Convertible Preferred Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. To the extent any such instructions request the voting of a fractional interest of a share of deposited Convertible Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. The Company hereby agrees to take all reasonable action that may be deemed necessary by the Depositary in order to enable the Depositary to vote such Convertible Preferred Stock or cause such Convertible Preferred Stock to be voted in accordance with the instructions received by the Depositary. In the absence of specific instructions from the holder of a Receipt, the Depositary will not vote the shares of Convertible Preferred Stock that are represented by the Depositary Shares evidenced by such Receipt.

     SECTION 4.06 Changes Affecting Convertible Preferred Stock and Reorganization Events.

     Upon any change in liquidation preference, par or stated value, split-up, combination or any other reclassification of the Convertible Preferred Stock, any Reorganization Event or any exchange of the Convertible Preferred Stock for cash, securities or other property, the Depositary shall, upon the written instructions of the Company setting forth any of the following adjustments, (i) reflect such adjustments in the Depositary’s books and records in (a) the fraction of an interest represented by one Depositary Share in one share of Convertible Preferred Stock and (b) the ratio of the conversion rate per Depositary Share to the conversion rate of a share of Convertible Preferred Stock as may be required by or as is consistent with the provisions of the Certificate of Designations to fully reflect the effects of such change in liquidation preference, par or stated value, split-up, combination or other reclassification of Convertible Preferred Stock, of such Reorganization Event or of such exchange and (ii) subject to the last sentence of this Section 4.06, treat any shares of stock or other securities or property (including cash) that shall be received by the Depositary in exchange for or in respect of the Convertible Preferred Stock as new deposited property under this Deposit Agreement, and Receipts then outstanding shall thenceforth represent the proportionate interests of holders thereof in the new deposited property so received in exchange for or in respect of such Convertible Preferred Stock. In any such case the Depositary may, upon the receipt of written request of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited property. Notwithstanding the foregoing, the Common Stock or other Exchange Property issuable upon conversion of the

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Convertible Preferred Stock pursuant to Section 5, 6 or 7 of the Certification of Designations (or their successors) shall not be treated as new deposited property under this Deposit Agreement and instead the provisions in Section 2.10 and Section 4.02 shall apply.

     SECTION 4.07 Inspection of Reports.

     The Depositary shall make available for inspection by holders of Receipts at the Depositary Office and at such other places as it may from time to time deem advisable during normal business hours any reports and communications received from the Company that are both received by the Depositary as the holder of deposited Convertible Preferred Stock and made generally available to the holders of the Convertible Preferred Stock. In addition, the Depositary shall transmit, upon written request by the Company, certain notices and reports to the holders of Receipts as provided in Section 5.05.

     SECTION 4.08 Lists of Receipt Holders.

     Promptly upon request from time to time by the Company, the Registrar shall furnish to the Company a list, as of a recent date specified by the Company, of the names, addresses and holdings of Depositary Shares of all Persons in whose names Receipts are registered on the books of the Registrar.

     SECTION 4.09 Withholding.

     Notwithstanding any other provision of this Deposit Agreement, in the event that the Depositary determines that any distribution in property is subject to any tax or other charge which the Depositary is obligated by law to withhold, the Depositary may dispose of, by public or private sale, all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the holders of Receipts entitled thereto in proportion to the number of Depositary Shares held by them, respectively; provided, however, that in the event the Depositary determines that such distribution of property is subject to withholding tax only with respect to some but not all holders of Receipts, the Depositary will use its best efforts (i) to sell only that portion of such property distributable to such holders that is required to generate sufficient proceeds to pay such withholding tax and (ii) to effect any such sale in such a manner so as to avoid affecting the rights of any other holders of Receipts to receive such distribution in property.

ARTICLE 5
THE DEPOSITARY AND THE COMPANY

     SECTION 5.01 Maintenance of Offices, Agencies and Transfer Books by the Depositary and the Registrar.

     The Depositary shall maintain at the Depositary Office facilities for the execution and delivery, transfer, surrender and exchange, split-up and combination of Receipts and deposit and withdrawal of Convertible Preferred Stock and at the offices of any of the Depositary’s Agents,

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if any, facilities for the delivery, transfer, surrender and exchange, split-up and combination of Receipts and deposit and withdrawal of Convertible Preferred Stock, all in accordance with the provisions of this Deposit Agreement.

     The Registrar shall keep books at the Depositary Office for the registration and transfer of Receipts, which books at all reasonable times shall be open for inspection by the record holders of Receipts as provided by applicable law. The Company may cause the Registrar to close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder.

     If the Receipts or the Depositary Shares evidenced thereby or the Convertible Preferred Stock represented by such Depositary Shares shall be listed on the New York Stock Exchange, Inc. or any other stock exchange, the Depositary may, with the written approval of the Company, appoint a registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with the requirements of such exchange. Such registrar (which may be the Registrar if so permitted by the requirements of such exchange) may be removed and a substitute registrar appointed by the Registrar upon the request or with the written approval of the Company. If the Receipts, such Depositary Shares or such Convertible Preferred Stock are listed on one or more other stock exchanges, the Registrar will, at the request and expense of the Company, arrange such facilities for the delivery, transfer, surrender and exchange of such Receipts, such Depositary Shares or such Convertible Preferred Stock as may be required by law or applicable stock exchange regulations.

     SECTION 5.02 Prevention or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company.

     None of the Depositary, any of the Depositary’s Agents, the Registrar, the Transfer Agent or the Company shall incur any liability to any holder of any Receipt, if by reason of any provision of any present or future law or regulation thereunder of the United States of America or of any other governmental authority or, in the case of the Depositary, any of the Depositary’s Agents, the Registrar or Transfer Agent, by reason of any provision, present or future, of the Certificate of Incorporation or, in the case of the Company, the Depositary, any of the Depositary’s Agents, the Transfer Agent or the Registrar, by reason of any acts of God, fire, war, terrorism, floods, strikes, civil or military disorder, work stoppage, accident, electrical outages, equipment or transmission failure, failure or malfunction of any utilities, means of communication or computer (software or hardware) services, the unavailability of the Federal Reserve Bank, or other circumstance beyond the control of the relevant party, the Depositary, any of the Depositary’s Agents, the Transfer Agent, the Registrar or the Company shall be prevented or forbidden from doing or performing any act or thing that the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any of the Depositary’s Agents, the Transfer Agent, the Registrar or the Company incur any liability to any holder of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that the terms of this Deposit Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement.

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     SECTION 5.03 Obligations of the Depositary, the Depositary’s Agents and the Registrar.

     Neither the Depositary nor any of the Depositary’s Agents nor the Transfer Agent or the Registrar assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders of Receipts, the Company or any other Person or entity other than for its bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). Notwithstanding anything to the contrary contained herein, neither the Depositary, nor any of the Depositary’s Agents nor the Transfer Agent or the Registrar shall be liable for any special, indirect, incidental, consequential, punitive or exemplary losses or damages, of any kind whatsoever, to any Person, including but not limited to, lost profits, even if such Person alleged to be liable has knowledge of the possibility of such damages or been advised of the likelihood of such loss or damage and regardless of the form of action. Any liability of the Depositary, any of the Depositary’s Agents, the Transfer Agent or the Registrar under this Deposit Agreement shall be limited to the amount of annual fees paid by the Company to such Person.

     None of the Depositary, any of the Depositary’s Agents, the Registrar or Transfer Agent shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding with respect to the deposited Convertible Preferred Stock, Depositary Shares or Receipts that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required.

     None of the Depositary, any of Depositary’s Agents, the Registrar or Transfer Agent shall be liable for any action or any failure to act by it in reliance upon the advice of legal counsel or accountants, or information provided by any Person presenting Convertible Preferred Stock for deposit or any holder of a Receipt. The Depositary, any of the Depositary’s Agents, the Registrar and the Transfer Agent may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

     In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall incur no liability and shall be entitled to the full indemnification set forth in Section 5.06 in connection with any action so taken.

     The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the deposited Convertible Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action does not result from bad faith, gross negligence or willful misconduct of the Depositary (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). The Depositary undertakes, and the Registrar and the Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set

22

forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or the Registrar or the Transfer Agent.

     The Depositary, its parents, affiliates or subsidiaries, any of the Depositary’s Agents, the Registrar or the Transfer Agent may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary, the Depositary’s Agent, the Registrar or the Transfer Agent hereunder. The Depositary, any of the Depositary’s Agents, the Registrar or the Transfer Agent may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates.

     It is intended that neither the Depositary nor any of the Depositary’s Agents shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any of the Depositary’s Agents are acting only in a ministerial capacity as Depositary for the deposited Convertible Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary.

     Neither the Depositary (or its officers, directors, employees, agents or affiliates) nor any of the Depositary’s Agents makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the deposited Convertible Preferred Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement.

     The Company agrees that it has registered the deposited Convertible Preferred Stock and the Depositary Shares in accordance with the applicable securities laws.

     In the event the Depositary, any of the Depositary’s Agents, the Registrar or the Transfer Agent believes any ambiguity or uncertainty exists in any notice, instruction, direction, request or other communication, paper or document received by it pursuant to this Deposit Agreement, such Person shall promptly notify the Company of the details of such alleged ambiguity or uncertainty, and may, in its sole discretion, refrain from taking any action, and such Person shall be fully protected and shall incur no liability to any Person from refraining from or for taking such action, absent bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), unless and until (i) the rights of all parties have been fully and finally adjudicated by a court of appropriate jurisdiction or (ii) such Person receives written instructions with respect to such matter signed by the Company that eliminates such ambiguity or uncertainty to the satisfaction of such Person.

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     Whenever in the performance of its duties under this Deposit Agreement, the Depositary, any of the Depositary’s Agents, the Transfer Agent or the Registrar shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively provided and established by a certificate signed by any one of the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or Assistant Secretary of the Company and delivered to the Depositary, any of the Depositary’s Agents, the Transfer Agent or the Registrar; and such certificate shall be full and complete authorization and protection to the Depositary, any of the Depositary’s Agents, the Transfer Agent or the Registrar and the Depositary, any of the Depositary’s Agents, the Transfer Agent or the Registrar shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Deposit Agreement in reliance upon such certificate. The Depositary, any of the Depositary’s Agents, the Transfer Agent or the Registrar shall not be liable for or by reason of any of the statements of fact or recitals contained in this Deposit Agreement or in the Receipts (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only.

     Neither the Depositary, any of the Depositary’s Agents, the Transfer Agent nor the Registrar will be under any duty or responsibility to ensure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of the Receipts, Convertible Preferred Stock or Depositary Shares.

     Notwithstanding anything herein to the contrary, no amendment to the Certificate of Designations shall affect the rights, duties, obligations or immunities of the Depositary, any of the Depositary’s Agents, the Transfer Agent or the Registrar hereunder.

     The Depositary, the Transfer Agent and the Registrar hereunder:

          (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties;

          (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto;

          (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary, the Transfer Agent or the Registrar determines to take any legal or other action hereunder, and, where the taking of such action might in such Person’s judgment subject or expose it to any expense or liability, it shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it;

          (iv) may rely on and shall be authorized and protected in acting or omitting to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other

24

document or security delivered to it and believed by it to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof;

          (v) may rely on and shall be authorized and protected in acting or omitting to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s, the Transfer Agent’s or the Registrar’s actions as depositary, transfer agent or registrar covered by this Deposit Agreement (or supplementing or qualifying any such actions), of officers of the Company;

          (vi) may consult counsel satisfactory to it (who may be an employee of the Depositary, the Transfer Agent or the Registrar), and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in accordance with the advice of such counsel;

          (vii) shall not be called upon at any time to advise any Person with respect to the Depositary Shares or Receipts;

          (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and

          (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to its own) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement.

     The obligations of the Company set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or any of the Depositary’s Agents or the termination of this Deposit Agreement.

     SECTION 5.04 Resignation and Removal of the Depositary; Appointment of Successor Depositary.

     The Depositary may at any time resign as Depositary hereunder by notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

     The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the holders of Receipts.

     In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositary, which shall be (i) a Person having its principal office in the United States of America and having a combined capital and surplus of at least

25

$50,000,000 and that is not an affiliate of the Company, or (ii) an affiliate of such a Person. If a successor depositary shall not have been appointed and have accepted appointment in 60 days, the resigning Depositary may petition a court of competent jurisdiction to appoint a successor depositary. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rights, title and interest in the deposited Convertible Preferred Stock and any moneys or property held hereunder to such successor and shall deliver to such successor a list of the record holders of all outstanding Receipts. Any successor Depositary shall promptly mail notice of its appointment to the record holders of all outstanding Receipts.

     Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted, or any corporation or other entity to which all or a substantial part of the assets of the Depositary may be transferred, shall be the successor Depositary without the execution or filing of any document or any further act. Such successor Depositary may execute the Receipts either in the name of the predecessor Depositary or in the name of the successor Depositary.

     The provisions of this Section 5.04 as they apply to the Depositary apply to the Registrar and the Transfer Agent, as if specifically enumerated herein.

     SECTION 5.05 Notices, Reports and Documents.

     The Company agrees that it will deliver to the Depositary, and the Depositary, if requested in writing by the Company and provided with all necessary information and documents, agrees that it will, promptly after receipt of such notice, transmit to the record holders of Receipts, in each case at the address recorded in the books of the Depositary, the Transfer Agent or the Registrar, copies of all notices and reports generally made available by the Company to holders of the Convertible Preferred Stock and not otherwise made publicly available. Such transmission will be at the Company’s expense and the Company will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the record holders of Receipts at the Company’s expense such other documents as may be requested by the Company.

     SECTION 5.06 Indemnification by the Company.

     The Company shall indemnify the Depositary, any of the Depositary’s Agents, the Transfer Agent and the Registrar against, and hold each of them harmless from, any loss, liability, damage, cost or expense (including the costs and expenses of defending itself) which may arise out of (i) acts performed, suffered or omitted to be taken in connection with this Deposit Agreement and the Receipts (a) by the Depositary, the Transfer Agent or the Registrar or any of their respective agents (including any of the Depositary’s Agents), except for any liability

26

arising out of bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the respective parts of any such Person or Persons, or (b) by the Company or any of its agents, or (ii) the offer, sale or registration of the Receipts or shares of Stock pursuant to the provisions hereof. The obligations of the Company set forth in this Section 5.06 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Agent of Depositary or termination of this Deposit Agreement. In no event shall the Depositary have any right of set off or counterclaim against the Depositary Shares or the Convertible Preferred Stock.

     SECTION 5.07 Fees, Charges and Expenses.

     No charges and expenses of the Depositary or any of the Depositary’s Agents hereunder shall be payable by any Person, except as provided in this Section 5.07. The Company shall pay all transfer and other taxes and charges arising solely from the existence of this Deposit Agreement. The Company shall also pay all fees and expenses of the Depositary in connection with the initial deposit of the Convertible Preferred Stock and the initial issuance of the Depositary Shares evidenced by the Receipts and all withdrawals of the Convertible Preferred Stock by holders of Receipts. All other fees and expenses of the Depositary and any of the Depositary’s Agents hereunder and of the Registrar or the Transfer Agent (including, in each case, fees and expenses of counsel) incurred in the preparation, negotiation, delivery, amendment, administration, modification, waiver, performance, enforcement and execution of this Deposit Agreement and incident to the performance of their respective obligations hereunder will be paid by the Company as previously agreed between the Depositary and the Company. The Depositary (and if applicable, the Transfer Agent and the Registrar) shall present its statement for fees and expenses to the Company once every three months or at such other intervals as the Company and the Depositary may agree.

ARTICLE 6
AMENDMENT AND TERMINATION

     SECTION 6.01 Amendment.

     The form of the Receipts and any provision of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of holders of Receipts in any respect that the Company and the Depositary may deem necessary or desirable; provided, however, that no such amendment (other than any change in the fees of the Depositary, the Registrar or the Transfer Agent that are payable by the Company) which (i) shall materially and adversely alter the rights of the holders of Receipts or (ii) would be materially and adversely inconsistent with the rights granted to the holders of the Convertible Preferred Stock pursuant to the Certificate of Incorporation shall be effective unless such amendment shall have been approved by the holders of Receipts evidencing at least 66 2/3% in voting power of the Depositary Shares then outstanding. In no event shall any amendment impair the right, subject to the provisions of Section 2.06 and Section 2.07 and Article III, of any holder of any Receipts evidencing such Depositary Shares to surrender any Receipt with instructions to the Depositary to deliver to the holder the deposited Convertible

27

Preferred Stock and all money and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law. Every holder of an outstanding Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by this Deposit Agreement as amended thereby.

     SECTION 6.02 Termination.

     This Deposit Agreement may be terminated by the Company upon not less than 30 days’ prior written notice to the Depositary if the holders of Receipts evidencing a majority of the Depositary Shares then outstanding consent to such termination, whereupon the Depositary shall deliver or make available to each holder of a Receipt, upon surrender of the Receipt held by such holder, such number of whole or fractional shares of deposited Convertible Preferred Stock as are represented by the Depositary Shares evidenced by such Receipt, together with any other property held by the Depositary in respect of such Receipt. This Deposit Agreement will automatically terminate if (i) all outstanding Depositary Shares shall have been converted in accordance with the provisions hereof (including the distribution pursuant to Section 4.01 or Section 4.02 of all Common Stock, Exchange Property or cash received by the Depositary in respect of the related conversion of Convertible Preferred Stock to which the holders of Receipts are entitled) or (ii) there shall have been made a final distribution in respect of the deposited Convertible Preferred Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Receipts entitled thereto.

     Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any of the Depositary’s Agents, the Transfer Agent or the Registrar under Section 5.06 and Section 5.07.

ARTICLE 7
MISCELLANEOUS

     SECTION 7.01 Counterparts.

     This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Deposit Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Deposit Agreement.

     SECTION 7.02 Exclusive Benefits of Parties.

     This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other Person whatsoever.

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     SECTION 7.03 Invalidity of Provisions.

     In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby; provided, however, that if such provision affects the rights, duties, liabilities or obligations of the Depositary, the Transfer Agent or the Registrar, such Person shall be entitled to resign immediately.

     SECTION 7.04 Notices.

     Any and all notices to be given to the Company hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by facsimile transmission confirmed by letter, addressed to the Company at:

The Hartford Financial Services Group, Inc.
One Hartford Plaza
Hartford, CN 06155
U.S.A.
Attention: Alan J. Kreczko
Facscimile: +1 860 547 4721
email: Alan.Kreczko@thehartford.com

with a copy to :

Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Attention: Craig B. Brod
Facsimile: +1 212 225 3999
email: cbrod@cgsh.com

or at any other address of which the Company shall have notified the Depositary in writing.

     Any notices to be given to the Depositary, Transfer Agent or Registrar hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or telecopier confirmed by letter, addressed to the Depositary:

The Bank of New York Mellon
BNY Mellon Shareowner Services
111 Founders Plaza — 11th Floor
East Hartford, CT 06108
Facsimile: (860) 528-6472
Attention: Lee Kowalsky
email: lee.kowalsky@bnymellon.com

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with a copy to:

The Bank of New York Mellon
BNY Mellon Shareowner Services
480 Washington Boulevard
Jersey City, NJ 07310
Attention: Legal Department
Facsimile: (201) 680-4610

     Any notices given to any record holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if transmitted through the facilities of DTC in accordance with DTC’s procedures or personally delivered or sent by mail, recognized next-day courier service or telecopier confirmed by letter, addressed to such record holder at the address of such record holder as it appears on the books of the Depositary provided that any record holder may direct the Depositary to deliver notices to such record holder at an alternate address or in a specific manner that is reasonably requested by such record holder in a written request timely filed with the Depositary and that is reasonably acceptable to the Depositary.

     Delivery of a notice sent by mail shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a facsimile message) is deposited, postage prepaid, in a post office letter box, or in the case of a next-day courier service, when deposited with such courier, courier fees prepaid. The Depositary or the Company may, however, act upon any facsimile message received by it from the other or from any holder of a Receipt, notwithstanding that such facsimile message shall not subsequently be confirmed by letter as aforesaid.

     SECTION 7.05 Depositary’s Agents.

     The Depositary may from time to time appoint Depositary’s Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The Depositary will notify the Company of any such action.

     SECTION 7.06 Holders of Receipts Are Parties.

     The holders of Receipts from time to time shall be deemed to be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof to the same extent as though such Person executed this Deposit Agreement.

     SECTION 7.07 Governing Law.

     This Deposit Agreement and the Receipts and all rights, claims, controversies and disputes arising under or relating to this Deposit Agreement or the Receipts shall be governed by,

30

and construed in accordance with, the law of the State of New York applicable to agreements made and to be performed in said State, without regard to conflicts of laws principles thereof.

     SECTION 7.08 Inspection of Deposit Agreement and Certificate of Designations.

     Copies of this Deposit Agreement and the Certificate of Designations shall be filed with the Depositary and any of the Depositary’s Agents and shall be open to inspection during business hours at the Depositary Office by any holder of any Receipt.

     SECTION 7.09 Headings.

     The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.

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     IN WITNESS WHEREOF, The Hartford Financial Services Group, Inc. and The Bank of New York Mellon have duly executed this Deposit Agreement as of the day and year first above set forth and all holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof.

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By:	/s/ JOHN N. GIAMALIS
	Name:	John N. Giamalis
	Title:	Senior Vice President and Treasurer
THE BANK OF NEW YORK MELLON as Depositary, Registrar and Transfer Agent
By:	/s/ LEE KOWALSKY
	Authorized Signatory

Deposit Agreement
7.25% Mandatory Convertible Preferred Stock, Series F

Exhibit A

FORM OF FACE OF RECEIPT

     [THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR SUCH LAWS.]

     [IF GLOBAL RECEIPT IS ISSUED: UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY RECEIPT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATIONS REFERRED TO BELOW.]

     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

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Certificate Number                     [Initial] Number of Depositary Shares                    

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

RECEIPT FOR DEPOSITARY SHARES
Each Representing 1/40^th of a Share of
7.25% Mandatory Convertible Preferred Stock, Series F
(par value $0.01 per share)
(liquidation preference $1,000 per share)

     The Bank of New York Mellon, as Depositary (the “Depositary”), hereby certifies that                                                                                 is the registered owner of [                                        ] [the number shown on Schedule I hereto of] Depositary Shares (“Depositary Shares”), each Depositary Share representing 1/40^th of one share of 7.25% Mandatory Convertible Preferred Stock, Series F, $0.01 par value per share and liquidation preference of $1,000 per share (the “Stock”), of The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated March [23], 2010 (the “Deposit Agreement”), among the Company, the Depositary and the holders from time to time of Receipts for Depositary Shares. By accepting this Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if a Registrar in respect of the Receipts (other than the Depositary) shall have been appointed, by the manual signature of a duly authorized officer of such Registrar.

Dated:

[Countersigned:	The Bank of New York Mellon, as Depositary
By:                                                            ]	By:
	Authorized Signatory

2

[FORM OF REVERSE OF RECEIPT]

     The following abbreviations when used in the instructions on the face of this receipt shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM - as tenant in common	UNIF GIFT MIN ACT -
	Custodian
	(Cust)         (Minor)
TEN ENT - as tenants by the entireties	Under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right of survivorship and not as tenants in common	(State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

For value received,                                          hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE, AS APPLICABLE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE

                                                              Depositary Shares represented by the within Receipt, and do hereby irrevocably constitute and appoint

                                                             Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises.

Dated
	NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatever.

SIGNATURE GUARANTEED

NOTICE: The signature(s) must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.

3

Schedule I¹

The Hartford Financial Services Group, Inc.

Receipt for Depositary Shares,
Each Representing a 1/40^th Interest in
7.25% Mandatory Convertible Preferred Stock, Series F

Certificate Number:

The number of Depositary Shares initially represented by this Global Depositary Receipt shall be [          ]. Thereafter the Transfer Agent and Registrar shall note changes in the number of Depositary Shares evidenced by this Global Depositary Receipt in the table set forth below:

		Number of
Amount of Decrease	Amount of Increase	Depositary Shares
in Number of	in Number of	Represented by this
Depositary Shares	Depositary Shares	Global Depositary	Signature of
Evidenced by this	Evidenced by this	Receipt following	Authorized Officer
Global Depositary	Global Depositary	Decrease or	of Transfer Agent
Receipt	Receipt	Increase	and Registrar

¹ Attach Schedule I only to global Receipts.

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Exhibit B

Certificate of Designations

[See Exhibit 3.1]

EX-5.1

Exhibit 5.1

March 23, 2010

Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549

Ladies and Gentlemen:

     I am the Executive Vice President and General Counsel of The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”), and I am delivering this opinion letter to you pursuant to a registration statement on Form S-3 (No. 333-142044) (the “Registration Statement”) and a prospectus supplement dated March 17, 2010 to the prospectus dated April 11, 2007 (together, the “Prospectus Supplement”), with respect to the offering of 59,590,089 shares of the Company’s common stock, par value $0.01 per share (the “Securities”), pursuant to an Underwriting Agreement General Terms and Conditions dated March 17, 2010, in the form in which it was incorporated into the Pricing Agreement dated March 17, 2010, between the Company and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as the representatives of the several underwriters named in Schedule I thereto.

     In connection with the opinion expressed below, I, as Executive Vice President and General Counsel, or lawyers on the legal staff of the Company or its subsidiaries working under my supervision, have (i) made such investigations of law as I have deemed necessary or appropriate as a basis for such opinion, (ii) examined and relied on the originals, or copies certified or otherwise identified to my or their satisfaction, of such agreements, documents and records of the Company and such other instruments and certificates of public officials, officers and representatives of the Company and others as I have deemed necessary or appropriate for the purposes of such opinion and (iii) examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials, officers and representatives of the Company and others delivered to me. In rendering the opinions expressed below, I have assumed, without independent investigation or inquiry, (a) the authenticity and completeness of all documents submitted to me as originals, (b) the genuineness of all signatures on all documents that I or lawyers working under my supervision have examined, (c) the conformity to authentic originals and completeness of all documents submitted to me as certified, conformed or reproduction copies and (d) the legal capacity of all natural persons executing documents.

     Based upon and subject to the foregoing and the qualifications and limitations set forth below, I am of the opinion that the Securities have been validly issued by the Company and are fully paid and nonassessable.

     I am a member of the bar of the State of Ohio, and I do not express any opinion herein concerning the laws of any jurisdiction other than the General Corporation Law of the State of Delaware.

     This opinion letter is limited to, and no opinion is implied or may be inferred beyond, the matters expressly stated herein. The opinions expressed herein are rendered only as of the date hereof, and I assume no responsibility to advise you of facts, circumstances, changes of law, or other events or developments that hereafter may occur or be brought to my attention and that may alter or modify the opinions expressed herein.

     I hereby consent to the inclusion of this opinion letter as an exhibit to a Current Report on Form 8-K dated March 23, 2010 that will be filed by the Company and incorporated by reference into the Registration Statement, and to the reference to me in the Prospectus Supplement under the caption “Validity of Common Stock.” In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

/s/ ALAN KRECZKO

Alan J. Kreczko
Executive Vice President and General Counsel

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EX-5.2

Exhibit 5.2

Writer’s Direct Dial: (212) 225-2472
E-Mail: jfisher@cgsh.com

March 23, 2010

The Hartford Financial Services Group, Inc.
One Hartford Plaza
Hartford, Connecticut 06155

Ladies and Gentlemen:

     We have acted as special counsel to The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”), in connection with the Company’s offerings pursuant to a registration statement on Form S-3 (No. 333-142044), as amended (the “Registration Statement”), of:

     (i) 59,590,089 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to the common stock prospectus supplement dated March 17, 2010 (the “Common Stock Prospectus Supplement”) to the prospectus dated April 11, 2007 (together, the “Common Stock Prospectus”) and the common stock underwriting agreement dated March 17, 2010 (the “Common Stock Underwriting Agreement”), in the form in which it was incorporated into the common stock pricing agreement (together with the Common Stock Underwriting Agreement, the “Common Stock Pricing Agreement”), between the Company and the several underwriters named in Schedule I thereto;

     (ii) 23,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the Company’s 7.25% Mandatory Convertible Preferred Stock, Series F (the “Preferred Securities”), pursuant to the depositary shares prospectus supplement dated March 17, 2010 (the “Depositary Shares Prospectus Supplement”) to the prospectus dated April 11, 2007 (together, the “Depositary Shares Prospectus”) and the depositary shares underwriting agreement dated March 17, 2010 (the “Depositary Shares Underwriting Agreement”), in the form in which it was incorporated into the depositary shares pricing agreement (together with the Depositary Shares Underwriting Agreement, the “Depositary

The Hartford Financial Services Group, Inc., p. 2

Shares Pricing Agreement”), between the Company and the several underwriters named in Schedule I thereto; and

          (iii) $300 million aggregate principal amount of the Company’s 4.00% Senior Notes due 2015 (the “2015 Notes”), $500 million aggregate principal amount of the Company’s 5.50% Senior Notes due 2020 (the “2020 Notes”) and $300 million aggregate principal amount of the Company’s 6.625% Senior Notes due 2040 (together with the 2015 Notes and the 2020 Notes, the “Notes”), pursuant to the Senior Indenture dated April 11, 2007 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”), the senior notes prospectus supplement dated March 18, 2010 (the “Senior Notes Prospectus Supplement”) to the prospectus dated April 11, 2007 (together, the “Senior Notes Prospectus”) and the senior notes underwriting agreement dated March 18, 2010 (the “Senior Notes Underwriting Agreement”), in the form in which it was incorporated into the senior notes pricing agreement (together with the Senior Notes Underwriting Agreement, the “Senior Notes Pricing Agreement”).

          In arriving at the opinions expressed below, we have reviewed the following documents:

(a)	the Registration Statement and the documents incorporated by reference therein;
(b)	the Common Stock Prospectus, the Depositary Shares Prospectus, the Senior Notes Prospectus and the documents incorporated by reference therein;
(c)	an executed copy of the Common Stock Pricing Agreement, Depositary Shares Pricing Agreement and the Senior Notes Pricing Agreement;
(d)	a specimen of the Common Stock;
(e)	a copy of the Certificate of Designations certified by the Secretary of State of the State of Delaware;
(f)	an executed copy of the Deposit Agreement dated March 23, 2010 between the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all holders from time to time of the depositary receipts (the “Depositary Receipts”);
(g)	the certificate evidencing the Preferred Securities as executed by the Company;
(h)	the global Depositary Receipt (the “Global DR”) as executed by the Company and the Depositary;
(i)	a facsimile copy of the 2015 Notes, 2020 Notes and the 2040 Notes in global form as executed by the Company and authenticated by the Trustee;

The Hartford Financial Services Group, Inc., p. 3

(j)	an executed copy of the Indenture and the Officers’ Certificate dated March 23, 2010 establishing the terms of the Notes in accordance with Sections 102 and 301 of the Indenture; and
(k)	copies of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws certified by the Secretary of State of the State of Delaware and the corporate secretary of the Company, respectively.

          In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.

          In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed (including, without limitation, the accuracy of the representations and warranties of the Company in the Common Stock Pricing Agreement, the Depositary Shares Pricing Agreement and the Senior Notes Pricing Agreement).

          Based on the foregoing, and subject to the further qualifications set forth below, it is our opinion that:

          1. The Global DR has been duly and validly issued and the person in whose name the Global DR is registered will be entitled to the rights specified therein and in the Deposit Agreement.

          2. The Preferred Securities have been validly issued by the Company and are fully paid and nonassessable.

          3. The shares of Common Stock into which the Preferred Securities are convertible have been authorized and reserved for issuance upon conversion and, upon initial issuance thereof on conversion of the Preferred Securities, will be validly issued, fully paid and nonassessable.

          4. The Notes have been validly issued by the Company and are the valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture.

          Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Company, (a) we have assumed that the Company and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the law of the State of New York or the General Corporation Law of the

The Hartford Financial Services Group, Inc., p. 4

State of Delaware that in our experience normally would be applicable to general business entities with respect to such agreement or obligation (excluding for such purposes any matter relating to the insurance laws and regulations of each such State)) and (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

     The foregoing opinions are limited to the law of the State of New York and the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the General Corporation Law of the State of Delaware).

     We hereby consent to the use of our name in the Depositary Shares Prospectus under the heading “Validity of the Securities” and in the Senior Notes Prospectus under the heading “Validity of the Senior Notes,” as counsel for the Company who has passed on the validity of the Depositary Shares and Senior Notes and as having prepared this opinion, and to the use of this opinion as Exhibit 5.2 to the Company’s Current Report on Form 8-K dated March 23, 2010. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the Rules and Regulations of the Securities and Exchange Commission thereunder.

Very truly yours, CLEARY GOTTLIEB STEEN & HAMILTON LLP
By	/s/ JANET FISHER
	Janet L. Fisher, a Partner

EX-99.1

Exhibit 99.1

NEWS RELEASE

Media Contact:	Investor Contact:
Shannon Lapierre	Rick Costello
860-547-5624	860-547-8480
Shannon.Lapierre@thehartford.com	Richard.Costello@thehartford.com
	JR Reilly
	860-547-9140
	JR.Reilly@thehartford.com

The Hartford Completes Capital Raise; Plans to Return Treasury Investment

HARTFORD, Conn., March 23, 2010 — The Hartford Financial Services Group, Inc. (NYSE: HIG) today announced that it has completed its previously announced equity and debt offerings as part of its plan to fully repurchase the $3.4 billion of The Hartford’s preferred shares issued to the U.S. Treasury under Treasury’s Capital Purchase Program (CPP).

“We were pleased with the execution of the capital raise,” said Liam E. McGee, The Hartford’s Chairman, President and Chief Executive Officer. “There was a high level of investor interest in our offerings and pricing was favorable, reflecting confidence in The Hartford’s future. With the funds secured, we are moving forward with our plans to repurchase Treasury’s preferred shares.”

Investors purchased 59.59 million shares of The Hartford’s common stock; 23 million depositary shares, each representing a 1/40^th interest in a share of The Hartford’s 7.25% Mandatory Convertible Preferred Stock, Series F; and $1.1 billion of its senior notes, consisting of $300 million of its 4.00% Senior Notes due 2015, $500 million of its 5.50% Senior Notes due 2020 and $300 million of its 6.625% Senior Notes due 2040. The number of securities sold in the common stock and depositary shares offerings included 7.3 million shares of common stock and 3 million depositary shares issued to the underwriters of those offerings upon the exercise of their respective options to purchase additional securities.

The Hartford plans, subject to approval, to use $425 million of the net proceeds from the debt offering, together with the net proceeds of its common stock and depositary shares offerings and available funds, to repurchase the $3.4 billion of preferred shares issued to the U.S. Treasury under Treasury’s Capital Purchase Program. Remaining proceeds from the senior notes offering are planned to be used to pre-fund the maturity of The Hartford’s senior debt maturing in 2010 and 2011.

About The Offering

Goldman, Sachs & Co. and J.P. Morgan Securities Inc. acted as joint bookrunning managers for the offering of common stock and depositary shares.

Goldman, Sachs & Co., J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC acted as joint bookrunning managers for the offering of senior notes.

About The Hartford

Celebrating nearly 200 years, The Hartford (NYSE: HIG) is an insurance-based financial services company that serves households, businesses and employees by helping to protect their assets and income from risks, and by managing wealth and retirement needs. A Fortune 500 company, The Hartford is recognized widely for its service expertise and as one of the world’s most ethical companies.

HIG-F

This news release shall not constitute an offer to sell or a solicitation to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. These offerings were made only by means of a prospectus and related prospectus supplement, which may be obtained by visiting the SEC’s website at www.sec.gov or by contacting Goldman, Sachs & Co., Attention: Prospectus Department, 85 Broad Street, New York, NY 10004, telephone: 866-471-2526, fax: 212-902-9316, email: Prospectus-ny@ny.email.gs.com or by contacting J.P. Morgan Securities Inc. via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204.

Some of the statements in this release may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. We caution investors that these forward-looking statements are not guarantees of future performance, and actual results may differ materially. Investors should consider the important risks and uncertainties that may cause actual results to differ. These important risks and uncertainties include those discussed in our Annual Report for fiscal year 2009 on Form 10-K and the other filings we make with the Securities and Exchange Commission. We assume no obligation to update this release, which speaks as of the date issued.

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