The Hartford Financial Services Group, Inc. (Form: 8-K)

EMPLOYMENT AGREEMENT, amended and restated as of September 7, 2006, by and between The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”), and Ramani Ayer (“Executive”).

WHEREAS, the Company and Executive entered into an Employment Agreement dated as of July 1, 1997 (the “Commencement Date”), in accordance with which Executive is performing substantial services for the Company; and

WHEREAS, the Company and Executive desire to amend and restate that Employment Agreement, effective as of the date first written above;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and Executive’s continued participation in certain incentive compensation plans pursuant to which the level, if any, of participation is determined by the administrators of such plans, the Company and Executive hereby agree that the Employment Agreement is amended and restated to read as follows (hereinafter referred to in its amended form as the “Agreement”), effective as of the date first written above:

(a) Agreement to Employ. Upon the terms and subject to the conditions of this Agreement, the Company hereby agrees to continue to employ Executive and Executive hereby agrees to continue his employment by the Company.

(b) Term of Employment. Except as otherwise provided below, the Company shall employ Executive for the period commencing on the Commencement Date and ending on the third anniversary of the Commencement Date. At the expiration of the original term or any extended term (each a “Renewal Date”), Executive’s employment hereunder shall be extended automatically, upon the same terms and conditions, for successive one-year periods, unless either party shall give written notice to the other of its intention not to renew such employment at least fifteen months prior to such Renewal Date. Without limiting the generality of the foregoing, upon the occurrence of a Change of Control (as defined below), the term of this Agreement shall be extended automatically without any action by either party until the second anniversary of such Change of Control. Notwithstanding the foregoing, if not previously terminated pursuant to Sections 1(b), 5(a) or 6(a), the term of this Agreement shall terminate on the last day of the month in which Executive attains age 65, and such a termination upon Executive reaching age 65 shall be deemed to be a Termination Due to Retirement for purposes of this Agreement. The period during which Executive is employed pursuant to this Agreement, including any extension thereof in accordance with this Section 1(b), shall be referred to as the “Employment Period.”

During the Employment Period, Executive shall serve as Chairman, President and Chief Executive Officer of the Company, and/or in such other position or positions with the Company or its affiliates commensurate with his position and experience as the Board of Directors of the Company (the “Board”) shall from time to time specify. During the Employment Period, Executive shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Board shall from time to time specify. Executive shall devote his full time to the services required of him hereunder, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, and shall use his best efforts, judgement, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and interests of the Company and its affiliates. During the Employment Period, Executive shall comply with the Code of Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as in effect on the date hereof and as hereafter amended, nothing contained herein shall preclude Executive from (a) serving on the board of directors of any business corporation with the consent of the Board, (b) serving on the board of, or working for, any charitable or community organization, or (c) pursuing his personal financial and legal affairs, so long as the foregoing activities, individually or collectively, do not interfere with the performance of Executive’s duties hereunder or violate any of the provisions of Section 9 hereof.

(a) Base Salary. During the Employment Period, the Company shall pay Executive a base salary at the annual rate as in effect on the date hereof. The annual base salary payable under this paragraph shall be reduced, however, to the extent that Executive elects to defer such salary under the terms of any deferred compensation or savings plan or arrangement maintained or established by the Company or its affiliates. The Board or the appropriate committee of the Board may in its discretion periodically review Executive’s base salary in light of competitive practices, the base salaries paid to other executive officers of the Company and the performance of Executive and the Company and its applicable affiliates, and may, in its discretion, increase such base salary by an amount it determines to be appropriate. Any such increase shall not reduce or limit any other obligation of the Company hereunder. Executive’s base salary (as set forth above or as may be increased from time to time) shall not be reduced following any Change of Control, but may be reduced prior to a Change of Control solely pursuant to a cost-saving plan or structural realignment of total compensation elements that includes all senior executives and only to the extent that such reduction is proportionate to the reductions applicable to other senior executives. Executive’s annual base salary payable hereunder, as it may be increased or reduced from time to time as provided herein and without reduction for any amounts deferred as described above, shall be referred to herein as “Base Salary.” The Company shall pay Executive the portion of his Base Salary not deferred not less frequently than in equal monthly installments.

(b) Annual Bonus. For each calendar year ending during the Employment Period, Executive shall have the opportunity to earn and receive an annual bonus, based on the achievement of target levels of performance, equal to the percentage of his Base Salary used to calculate such annual bonus as of the date hereof. Executive’s annual bonus opportunity may be increased above such percentage from time to time by the Board or the appropriate committee thereof. Executive’s annual bonus opportunity shall not be reduced following any Change of Control, but may be reduced prior to a Change of Control solely pursuant to a cost-saving plan or structural realignment of total compensation elements that includes all senior executives and only to the extent that such reduction is proportionate to the reductions applicable to other senior executives. Executive’s annual bonus opportunity, as it may be increased or reduced from time to time as provided herein, shall be referred to herein as “Target Bonus.” The actual bonus, if any, payable for any such year shall be determined in accordance with the terms of the Company’s Annual Executive Bonus Program or any successor annual incentive plan (the “Annual Plan”) based upon the performance of the Company and/or its applicable affiliates and/or Executive against target objectives established under such Annual Plan. Subject to Executive’s election to defer all or a portion of any annual bonus payable hereunder pursuant to the terms of any deferred compensation or savings plan or arrangement maintained or established by the Company or its affiliates, any annual bonus payable under this Section 3(b) shall be paid to Executive in accordance with the terms of the Annual Plan.

(c) Long-term Incentive Compensation. During the Employment Period, Executive shall participate in all of the Company’s existing and future long-term incentive compensation programs for key executives at a level commensurate with his position with the Company and consistent with the Company’s then current policies and practices, as determined in good faith by the Board or the appropriate committee of the Board.

(a) Benefits. During the Employment Period, Executive (and, to the extent applicable, his dependents) shall be eligible to participate in or be covered under (i) each welfare benefit plan or program maintained or as hereafter amended or established by the Company or its applicable affiliates, including, without limitation, each group life, hospitalization, medical, dental, health, accident or disability insurance or similar plan or program of thereof, and (ii) each pension, retirement, savings, deferred compensation, stock purchase or other similar plan or program maintained or as hereafter amended or established by the Company or its applicable affiliates, in each case to the extent that Executive is eligible to participate in any such plan or program under the generally applicable provisions thereof. Nothing in this Section 4(a) shall limit the Company’s right to amend or terminate any such plan or program in accordance with the procedures set forth therein or as permitted by applicable law.

(b) Perquisites. For each calendar year during the Employment Period, Executive shall be entitled to at least the number of paid vacation days per year that Executive is entitled to as of the date hereof, and shall also be entitled to receive such other perquisites as are generally provided to him as of the date hereof or are hereafter provided to other similarly situated senior executives of the Company in accordance with the then current policies and practices of the Company.

(c) Business Expenses. During the Employment Period, the Company shall pay or reimburse Executive for all reasonable business expenses incurred or paid by Executive in the performance of Executive’s duties hereunder, upon presentation of expense statements or vouchers and such other information as the Company may require and in accordance with the generally applicable policies and procedures of the Company.

(d) Office and Support Staff. During the Employment Period, Executive shall be entitled to an office with furnishings and other material appointments, and to secretarial and other assistance, at a level that is at least commensurate with the foregoing provided to him as of the date hereof or is hereafter provided to other similarly situated senior executives of the Company.

Company, as may be amended from time to time (the “Governing Documents”), provided that in no event shall the protection afforded to Executive be less than that afforded under the Governing Documents as in effect on the Commencement Date.

The provisions of this Section 5 shall apply prior to the occurrence of a Change of Control and, if Executive is still in the Company’s employ, shall again become applicable upon the second anniversary of such Change of Control.

(b) Notice of Termination. Communication of termination under this Section 5 shall be made to the other party by Notice of Termination in the case of (i) a Termination For Cause, (ii) a Termination Without Cause, or (iii) a Voluntary Termination.

(c) Benefits Payable Upon Termination; Rules for Determining Reason for Termination.

(i) Benefits Payable Upon Termination. Following the end of the Employment Period pursuant to Section 5(a), Executive (or, in the event of his death, his surviving spouse, if any, or if none, his estate) shall be paid the type or types of compensation determined to be payable in accordance with the following table, such payment to be made in the form specified in such table and at the time established pursuant to Section 7 hereof. Capitalized terms used in such table shall have the meanings set forth in Section 5(d) hereof.

(A) If a Voluntary Termination occurs on a date that Executive is eligible for Retirement as defined in The Hartford Investment and Savings Plan, as may be amended from time to time, or any successor plan thereof (the “Savings Plan”), such Voluntary Termination shall instead be treated as a Termination Due to Retirement solely for purposes of this Section 5.

(B) No Termination Without Cause shall be treated as a Termination Due to Retirement or a Termination Due to Disability for purposes of any Pro Rata Target Bonus, Severance Payment, Equity Awards or Vested Benefits Enhancement under this Section 5, notwithstanding the fact that, either on, before or after the date of termination of the Employment Period with respect thereto, (I) Executive was eligible for Retirement as defined in the Savings Plan, (II) Executive requested to be treated as a retiree for purposes of the Savings Plan or any other plan or program of the Company or its affiliates, or (III) Executive or the Company could have terminated Executive’s employment in a Termination Due to Disability hereunder.

“Accrued Salary” means any Base Salary earned, but unpaid, for services rendered to the Company on or prior to the date on which the Employment Period ends pursuant to Section 5(a) (other than Base Salary deferred pursuant to Executive’s election, as contemplated by Section 3(a) hereof), plus any vacation pay accrued by Executive as of such date.

“Available” means that the particular benefit shall be made available to Executive to the extent specifically provided herein or required by applicable law.

“Determined Under the Applicable Plan” means that the determination of whether a particular benefit shall or shall not be paid to Executive, and, where specifically required by this Agreement, the timing or form of any benefit payment, shall be made solely by application of the terms of the plan or program providing such benefit, except to the extent that the terms of such plan or program are expressly superseded or modified by this Agreement.

“Equity Awards” means the outstanding stock option, restricted stock, restricted stock unit, performance share and other equity or long-term incentive compensation awards, if any, held by Executive as of the date of his termination.

“ERPs” means any excess retirement plans maintained or as hereafter amended or established by the Company or its applicable affiliates.

“ESPs” means any excess investment and savings plans maintained or as hereafter amended or established by the Company or its applicable affiliates.

“Not Available” means that the particular benefit shall be not be made available to Executive, except to the extent required by applicable law.

“Notice of Termination” means (i) in the case of a Termination For Cause, a written notice given by the Company to Executive within 30 calendar days of the Company’s having actual knowledge of the events giving rise to such Termination For Cause, (ii) in the case of a Termination Without Cause, a written notice given by the Company to Executive at least 30 calendar days before the effective date of such Termination Without Cause, and (iii) in the case of a Voluntary Termination, a written notice given by Executive to the Company indicating the effective date of Executive’s termination of the Employment Period in such Voluntary Termination, such effective date to be no earlier than 30 days following the date such notice is received by the Company from Executive.

“Not Payable” means (i) with respect to benefits other than Equity Awards, such benefits shall not be paid or otherwise provided to Executive, and (ii) with respect to Equity Awards, such Equity Awards, to the extent unvested, unexercisable, or subject to restrictions that have not yet lapsed, shall be forfeited and/or canceled as of the date of termination of the Employment Period, unless otherwise determined by the Board or the appropriate committee of the Board in its discretion.

“Payable” means (i) with respect to benefits other than those described in clause (ii) of this paragraph, such benefits shall be paid to Executive in the amount, at the time, and in the form specified herein, and (ii) with respect to benefits described in this clause (ii), the following shall apply solely in the event of a Termination Without Cause, notwithstanding anything in the applicable plan or program to the contrary: (A) with respect to any outstanding stock options not yet expired as of the date of termination of the Employment Period, Executive shall be treated as though he remained in the employ of the Company for the two year period following such date, and except to the extent that any such options first expire during such period under the applicable plan or program, (I) any such options that would have become vested over such two year period solely by reason of Executive remaining in the employ of the Company during such period shall become immediately vested and nonforfeitable, (II) with respect to any options that by their terms would vest if the stock of the Company or an affiliate were to reach a specified market price, such options shall become vested and nonforfeitable if and when such stock reaches such price during such two year period, and (III) Executive shall have an additional two years to exercise any vested options (beyond the time to exercise such options permitted under the applicable plan or program), and (B) with respect to any restricted stock subject to restrictions that have not yet lapsed as of the date of termination of the Employment Period, such restrictions shall be deemed to have lapsed and such restricted stock shall become immediately vested and nonforfeitable as of such date.

“Pro-Rata Target Bonus” means an amount equal to the product of: (i) an amount equal to the Target Bonus Executive would have been entitled to receive under Section 3(b) for the calendar year in which the Employment Period terminates, and (ii) a fraction (the “Service Fraction”), the numerator of which is equal to the number of rounded months in such calendar year which have elapsed as of the date of such termination, and the denominator of which is 12; provided that, if the Employment Period terminates in the last quarter of any calendar year, the Pro-Rata Target Bonus shall be the amount determined under the above formula or, if greater, the product of: (A) the bonus that would have been paid to Executive based on actual performance for such calendar year, and (B) the Service Fraction.

“Severance Payment” means an amount equal to two times the sum of: (i) Executive’s Base Salary, and (ii) Executive’s Target Bonus amount under Section 3(b) hereof for the calendar year in which the Employment Period terminates.

“Termination Due to Death” means a termination of Executive’s employment due to the death of Executive.

“Termination Due to Disability” means (i) a termination of Executive’s employment by the Company as a result of a determination by the Board or the appropriate committee thereof that Executive has been incapable of substantially fulfilling the positions, duties, responsibilities and obligations set forth in this Agreement on account of physical, mental or emotional incapacity resulting from injury, sickness or disease for a period of (A) at least four consecutive months, or (B) more than six months in any twelve month period, or (ii) Executive’s termination of employment on account of Disability as defined in The Hartford Investment and Savings Plan, as may be amended from time to time.

“Termination Due to Retirement” means Executive’s termination of employment on account of Executive’s Retirement as defined in The Hartford Investment and Savings Plan, as may be amended from time to time.

“Termination For Cause” means a termination of Executive’s employment by the Company for any of the following reasons: (i) Executive is convicted of or enters a plea of guilty or nolo contendere to a felony, a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the business of the Company or its affiliates; (ii) in the performance of his duties hereunder or otherwise to the detriment of the Company or its affiliates, Executive engages in (A) willful misconduct, (B) willful or gross neglect, (C) fraud, (D) misappropriation, (E) embezzlement, or (F) theft; (iii) Executive willfully fails to adhere to the policies and practices of the Company or devote substantially all of his business time and effort to the affairs thereof, or disobeys the directions of the Board to do either of the foregoing; (iv) Executive breaches this Agreement in any material respect; (v) Executive is adjudicated in any civil suit to have committed, or acknowledges in writing or in any agreement or stipulation his commission, of any theft, embezzlement, fraud or other intentional act of dishonesty involving any other person; or (vi) Executive violates the Code of Conduct of the Company. Executive shall be permitted to respond and defend himself before the Board within 30 days after delivery to Executive of written notification of any proposed Termination For Cause that specifies in detail the reasons for such termination. If the majority of the members of the Board (excluding Executive) do not confirm that the Company had grounds for a Termination For Cause within 30 days after Executive has had his hearing before the Board, Executive shall have the option of treating his employment as not having terminated or as having been terminated in a Termination Without Cause.

“Vested Benefits” means amounts that are vested or that Executive is otherwise entitled to receive, without the performance by Executive of further services or the resolution of a contingency, under the terms of or in accordance with any investment and savings plan or retirement plan of the Company or its affiliates, and any ERPs or ESPs related thereto, and any deferred compensation or employee stock purchase plan or similar plan or program of the Company or its affiliates.

“Vested Benefits Enhancement” means (i) a cash amount equal to the present value, calculated using a discount rate equal to the then prevailing applicable Federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”), of the additional retirement benefits that would have been payable or available to Executive under any ERPs, based on (A) the age and service Executive would have attained or completed had Executive continued in the Company’s employ until the second anniversary of the date of termination of the Employment Period, and (B) where compensation is a relevant factor, his pensionable compensation as of such date, such compensation to include, on the same terms as apply to other executives, any Severance Payment made to Executive, and (ii) solely for purposes vesting in any benefits under any ESPs, Executive shall be treated as having continued in the Company’s employ until the second anniversary of the date of termination of the Employment Period. A Vested Benefits Enhancement shall only be applicable in the event that Executive’s employment by the Company terminates prior to July 1, 2009.

“Voluntary Termination” means any voluntary termination of Executive’s Employment by Executive pursuant to this Section 5, other than a Termination Due to Retirement or a Termination Due to Disability by Executive.

“Welfare Benefits Continuation” means that until the second anniversary of the date of termination of the Employment Period, Executive and, if applicable, his dependents shall be entitled to continue participation in the life and health insurance benefit plans of the Company or its affiliates in which Executive and/or such dependents were participating as of the date of termination of the Employment Period, and such other welfare benefit plans thereof in which the Company is required by law to permit the participation of Executive and/or his dependents, (collectively, the “Welfare Benefit Plans”). Such participation shall be on the same terms and conditions (including the requirement that Executive pay any premiums generally paid by an employee) as would apply if Executive were still in the employ of the Company; provided that the continued participation of Executive and/or his dependents in such Welfare Benefit Plans shall cease on such earlier date as Executive may become eligible for comparable welfare benefits provided by a subsequent employer. To the extent that Welfare Benefits Continuation cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide a comparable benefit under another plan or from the Company’s general assets.

This Section 6 shall apply (instead of Section 5) during the period commencing upon a Change of Control and continuing until the second anniversary thereof.

(a) Early Termination of the Employment Period. Notwithstanding Section 1(b) hereof, the Employment Period shall end upon the earliest to occur of (i) a Termination For Cause, (ii) a Termination Without Cause, (iii) a Voluntary Termination, (iv) a Termination For Good Reason, (v) a Termination Due to Retirement, (vi) a Termination Due to Disability, or (vii) a Termination Due to Death.
(b) Notice of Termination. Communication of termination under this Section 6 shall be made to the other party by Notice of Termination in the case of (i) a Termination For Cause, (ii) a Termination Without Cause, (iii) a Voluntary Termination, or (iv) a Termination For Good Reason.

(c) Benefits Payable Upon Termination; Rules for Determining Reason for Termination.

(i) Benefits Payable Upon Termination. Following the end of the Employment Period, Executive (or, in the event of his death, his surviving spouse, if any, or if none, his estate) shall be paid the type or types of compensation determined to be payable in accordance with the following table, such payment to be made in the form specified in such table and at the time established pursuant to Section 7 hereof. Capitalized terms used in such table (and otherwise in this Section 6) that are defined in Section 5, and not specifically defined in Section 6(d) hereof, shall have the meanings ascribed thereto under Section 5. Where such a capitalized term is defined solely in Section 6(d), or in both Section 5 and Section 6(d), such term shall have the meaning ascribed to it in Section 6(d).

(A) No Termination Without Cause or Termination For Good Reason shall be treated as a Termination Due to Retirement or a Termination Due to Disability for purposes of any Pro Rata Target Bonus, Severance Payment, Equity Awards or Vested Benefits Enhancement under this Section 6, notwithstanding the fact that, either on, before or after the Date of Termination with respect thereto, (I) Executive was eligible for Retirement as defined in the Savings Plan, (II) Executive requested to be treated as a retiree for purposes of the Savings Plan or any other plan or program of the Company or its affiliates, or (III) Executive or the Company could have terminated Executive’s employment in a Termination Due to Disability hereunder.

(B) No Termination Due to Retirement shall be treated as a Voluntary
Termination for purposes of this Section 6.

(C) Notwithstanding any provision in this Agreement to the contrary, in the event of a Change of Control as described in clause (iii) or clause (iv) of the definition of the term change of Control in Section 6(d) of this Agreement, if the employment of Executive involuntarily terminates on or after the date of a shareholder approval described in either of such clauses but before the date of a consummation described in either of such clauses, the date of termination of Executive’s employment shall be deemed for purposes of this Agreement to be the day following the date of the applicable consummation.

“Beneficial Owner” means any Person who, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” (within the meaning of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Act”)) of any securities of a company, including any such right pursuant to any agreement, arrangement or understanding (whether or not in writing), provided that: (i) a Person shall not be deemed the Beneficial Owner of any security as a result of an agreement, arrangement or understanding to vote such security (A) arising solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the Exchange Act and the applicable rules and regulations thereunder, or (B) made in connection with, or to otherwise participate in, a proxy or consent solicitation made, or to be made, pursuant to, and in accordance with, the applicable provisions of the Exchange Act and the applicable rules and regulations thereunder, in either case described in clause (A) or (B) above, whether or not such agreement, arrangement or understanding is also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); and (ii) a Person engaged in business as an underwriter of securities shall not be deemed to be the Beneficial Owner of any security acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition.

(i) a report on Schedule 13D shall be filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Act disclosing that any Person other than the Company or a subsidiary of the Company or any employee benefit plan sponsored by the Company or a subsidiary of the Company is the Beneficial Owner of twenty percent or more of the outstanding stock of the Company entitled to vote in the election of directors of the Company;

(ii) any Person, other than the Company or a subsidiary of the Company or any employee benefit plan sponsored by the Company or a subsidiary of the Company shall purchase shares pursuant to a tender offer or exchange offer to acquire any stock of the Company (or securities convertible into stock) entitled to vote in the election of directors of the Company for cash, securities or any other consideration, provided that after consummation of the offer, the Person in question is the Beneficial Owner of fifteen percent or more of the outstanding stock of the Company entitled to vote in the election of directors of the Company (calculated as provided in paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire stock);

(iii) any merger, consolidation, recapitalization or reorganization of the Company approved by the stockholders of the Company shall be consummated, other than any such transaction immediately following which the persons who were the Beneficial Owners of the outstanding securities of the Company entitled to vote in the election of directors of the Company immediately prior to such transaction are the Beneficial Owners of at least 55% of the total voting power represented by the securities of the entity surviving such transaction entitled to vote in the election of directors of such entity (or the ultimate parent of such entity) in substantially the same relative proportions as their ownership of the securities of the Company entitled to vote in the election of directors of the Company immediately prior to such transaction; provided that, such continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such threshold (or to preserve such relative voting power) is due solely to the acquisition of voting securities by an employee benefit plan of the Company, such surviving entity or any subsidiary of such surviving entity;

(iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company approved by the stockholders of the Company shall be consummated; or

(v) within any 24 month period, the persons who were directors of the Company immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, provided that any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director (A) was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of this clause (v), and (B) was not designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (iii) or (iv) of this definition of the term Change of Control in Section 6(d) of this Agreement.

“Date of Termination” means (i) in the case of a termination of the Employment Period for which a Notice of Termination is required, the date of receipt of such Notice of Termination or, if later, the date specified therein, as the case may be, or (ii) in all other cases, the actual date on which Executive’s employment terminates during the Employment Period.

“Not Payable” means that a particular benefit shall not be paid or otherwise provided to Executive.

“Notice of Termination” means (i) in the case of a Termination For Cause, a written notice given by the Company to Executive, within 30 calendar days of the Company’s having actual knowledge of the events giving rise to such termination, (ii) in the case of a Termination Without Cause, a written notice given by the Company to Executive at least 30 calendar days before the effective date of such Termination Without Cause, (iii) in the case of a Voluntary Termination, a written notice given by Executive to the Company at least 30 calendar days before the effective date of such termination, and (iv) in the case of a Termination For Good Reason, a written notice given by Executive to the Company within 180 days of Executive’s having actual knowledge of the events giving rise to such Termination For Good Reason, and which (A) indicates the specific termination provision in this Agreement relied upon, (B) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (C) if the termination date is other than the date of receipt of such notice, specifies the termination date of this Agreement (which date shall be not more than 15 days after the giving of such notice). The failure by Executive to set forth in such Notice of Termination any fact or circumstance that contributes to a showing of Good Reason shall not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing his rights hereunder.

“Payable” means that a particular benefit shall be paid to Executive in the amount, at the time, and in the form specified herein.

“Person” has the meaning ascribed to such term in Section 3(a)(9) of the Act, as supplemented by Section 13(d)(3) of the Act; provided, however, that Person shall not include (i) the Company, any subsidiary of the Company or any other Person controlled by the Company, (ii) any trustee or other fiduciary holding securities under any employee benefit plan of the Company or of any subsidiary of the Company, or (iii) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of securities of the Company.

“Severance Payment” means a cash amount equal to three times the sum of (i) Executive’s Base Salary at the rate in effect as of the date on which the Employment Period terminates, and (ii) Executive’s Target Bonus for such year.

“Termination For Cause” means the Company’s termination of Executive’s employment due to (i) Executive’s conviction of a felony; (ii) an act or acts of extreme dishonesty or gross misconduct on Executive’s part which result or are intended to result in material damage to the Company’s business or reputation; or (iii) repeated material violations by Executive of his obligations under Section 2 of this Agreement, which violations are demonstrably willful and deliberate on Executive’s part and which result in material damage to the Company’s business or reputation. Executive shall be permitted to respond and defend himself before the Board within 30 days after delivery to Executive of written notification of any proposed Termination for Cause which specifies in detail the reasons for such termination. If the majority of the members of the Board (excluding Executive) do not confirm that the Company had grounds for a Termination For Cause within 30 days after Executive has had his hearing before the Board, Executive shall have the option of treating his employment as not having terminated or as having been terminated pursuant to a Termination Without Cause.

“Termination For Good Reason” means the occurrence of any of the following after the occurrence of a Change of Control:

(i) (A) the assignment to Executive of any duties inconsistent in any material adverse respect with Executive’s position, duties, authority or responsibilities as contemplated by Section 2 of this Agreement, or (B) any other material adverse change in such position, including titles, authority or responsibilities;

(ii) any failure by the Company to comply with any of the provisions of Sections 3 and 4 of this Agreement at a level of least equal to that in effect immediately preceding the Change of Control, other than an insubstantial or inadvertent failure remedied by the Company promptly after receipt of notice thereof given by Executive;

(iii) the Company’s requiring Executive to be based at any office or location more than 25 miles from the location at which he performed his services specified under Section 2 hereof immediately prior to the Change of Control, except for travel reasonably required in the performance of Executive’s responsibilities;

(iv) any failure by the Company to obtain the assumption and agreement to perform this Agreement by a successor as contemplated by Section 10(d) hereof; or

(v) any attempt by the Company to terminate the Executive’s employment in a Termination For Cause that is determined by the Board pursuant to Section 5(c) hereof, or in a proceeding pursuant to Section 9 or Section 10 hereof, not to constitute a Termination For Cause.

Notwithstanding the foregoing, a termination of Executive’s employment shall not be treated as a Termination For Good Reason (I) if Executive shall have consented in writing to the occurrence of the event giving rise to the claim of Termination For
Good Reason, or (II) if Executive shall have delivered a Notice of Termination to the Company, and the facts and circumstances specified therein as providing a basis for such Termination For Good Reason are cured by the Company within 10 days of its receipt of such Notice of Termination.

“Vested Benefits Enhancement” means (i) a cash amount equal to the present value, calculated using a discount rate equal to the then prevailing applicable Federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”), of the additional retirement benefits that would have been payable or available to Executive under any ERPs, based on (A) the age and service Executive would have attained or completed had Executive continued in the Company’s employ until the third anniversary of the occurrence of the Change of Control, and (B) where compensation is a relevant factor, his pensionable compensation as of the Date of Termination, such compensation to include, on the same terms as apply to other executives, any Severance Payment made to Executive, (ii) solely for purposes of vesting in any benefits under any ESPs, Executive shall be treated as having continued in the Company’s employ until the third anniversary of the occurrence of such Change of Control, and (iii) solely for the purposes of determining eligibility for retiree medical benefits under any retirement plan or any retiree welfare benefit plan, policy or program of the Company or its affiliates, and any ERPs related thereto, Executive shall be treated as having continued in the Company’s employ until the third anniversary of the occurrence of such Change of Control and to have retired on the last day of such period. A Vested Benefits Enhancement shall only be applicable in the event that Executive’s employment by the Company terminates prior to July 1, 2009.

“Voluntary Termination” means a termination of employment by Executive other than a Termination For Good Reason, a Termination Due to Disability by Executive, or a Termination Due to Death.

“Welfare Benefits Continuation” shall have the same meaning as that described in Section 5 hereof, except that the entitlement of Executive and/or his dependents to participation in the Welfare Benefit Plans shall continue until the third anniversary of the Date of Termination.

(d) Out-Placement Services. If the Employment Period terminates because of a Termination Without Cause or a Termination For Good Reason, Executive shall be entitled to out-placement services, provided by the Company or its designee at the Company’s expense, for 12 months following the Date of Termination, or such lesser period as the Executive may require such services.

(i) Tax Reimbursement Payment. In the event that any amount or benefit paid or distributed to Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to Executive by the Company or any affiliate (collectively, the “Covered Payments”), are or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, or any similar tax that may hereafter be imposed, the Company shall pay to the Executive at the time specified in this Section an additional amount (the “Tax Reimbursement Payment”) such that the net amount retained by the Executive with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local income tax and other tax on the Tax Reimbursement Payment provided for by this Section, but before deduction for any Federal, state or local income or employment tax withholding on such Covered Payments, shall be equal to the amount of the Covered Payments.

(ii) Applicable Rules. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax,

(A) such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s independent certified public accountants appointed prior to the Effective Date or tax counsel selected by such accountants (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and

(B) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

(iii) Additional Rules. For purposes of determining the amount of the Tax Reimbursement Payment, the Executive shall be deemed to pay: (A) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Tax Reimbursement Payment is to be made, and (B) any applicable state and local income and other taxes at the highest applicable marginal rate of taxation for the calendar year in which the Tax Reimbursement Payment is to be made, net of the maximum reduction in Federal incomes taxes which could be obtained from the deduction of such state or local taxes if paid in such year.

(A) Repayment. In the event that the Excise Tax is subsequently determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, Executive shall repay to the Company, at the time that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that would not have been paid if such lesser Excise Tax had been applied in initially calculating such Tax Reimbursement Payment. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be repaid to the Company has been paid to any Federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to Executive by the applicable tax authority. Executive and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if Executive’s good faith claim for refund or credit is denied.

(B) Additional Tax Reimbursement Payment. In the event that the Excise Tax is later determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), the Company shall make an additional Tax Reimbursement Payment in respect of such excess (plus any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.

(v) Timing for Tax Reimbursement Payment. The Tax Reimbursement Payment (or portion thereof) provided for in this Section 6 shall be paid to Executive not later than 10 business days following the payment of the Covered Payments; provided, however, that if the amount of such Tax Reimbursement Payment (or portion thereof) cannot be finally determined on or before the date on which payment is due, the Company shall pay to Executive by such date an amount estimated in good faith by the Accountants to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but in no event later than 45 calendar days after payment of the related Covered Payment. To the extent that the amount of the estimated Tax Reimbursement Payment exceeds the amount subsequently determined to have been due, Executive shall repay such excess to the Company on the fifth business day after written demand by the Company for payment.

Accrued Salary shall be paid no later than 10 days following the termination of the Employment Period. Severance Payments and Vested Benefits Enhancements, together with interest thereon based on prevailing short term rates for the period between the date of payment and the termination of the Employment Period, shall be paid during the 10 day period following the six month anniversary of the termination of the Employment Period, unless earlier payment is permitted in accordance with guidance provided under Section 409A of the Code. Pro-Rata Target Bonus shall be paid as follows: (a) if the Employment Period terminates in the first, second or third calendar quarter of any particular calendar year, then the Pro-Rata Target Bonus shall be paid no later than 10 days following the termination of the Employment Period; or (b) if the Employment Period terminates in the fourth calendar quarter of any particular calendar year, then the Pro-Rata Target Bonus shall be paid no later than the same time as similar awards are paid to other executives participating in the plans or programs under which the awards are paid, but in no event later than March 31 of the calendar year following the end of the such fourth calendar quarter. Vested Benefits and Equity Awards shall be paid no later than the time for payment Determined Under the Applicable Plan except as otherwise expressly superseded or modified by this Agreement. Tax Reimbursement Payments shall be paid at the time specified in Section 6 hereof. Notwithstanding the foregoing, solely for purposes of amounts payable pursuant to Section 5 hereof, if any amount payable to Executive pursuant to Section 5 would be nondeductible by the Company under Section 162(m) of the Code if paid in the year of Executive’s termination, the Company shall have the option of paying such nondeductible amount, with interest at the one-year treasury bill rate as in effect on the date of such termination as reported in the Wall Street Journal, on the first day of the second calendar quarter in the year following such termination.

Except as expressly provided in the last sentence of this Section 8, the amounts payable to Executive pursuant to Section 5 following termination of his employment (including amounts payable with respect to Vested Benefits) shall be in full and complete satisfaction of Executive’s rights under Section 5 of this Agreement and any other claims he may have in respect of his employment by the Company or any of its affiliates. Such amounts shall constitute liquidated damages with respect to any and all such rights and claims and, upon Executive’s receipt of such amounts, the Company shall be released and discharged from any and all liability to Executive in connection with Section 5 of this Agreement or otherwise in connection with Executive’s employment with the Company and its affiliates. Nothing in this Section 8 shall be construed to release the Company from its obligation to indemnify Executive as provided in Section 4(e) hereof.

By and in consideration of the compensation and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, Executive agrees to the following:

(b) Confidentiality. Without the prior written consent of the Company, except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency, Executive shall not disclose to any third person, or permit the use of for the benefit of any person or any entity other than The Company or its affiliates, any trade secrets, customer lists, information regarding product development, marketing plans, sales plans, management organization information (including data and other information relating to members of the Board and management), operating policies or manuals, business plans, financial records, or other financial, organizational, commercial, business, sales, marketing, technical, product or employee information relating to the Company or its affiliates or information designated as confidential, proprietary, and/or a trade secret, or any other information relating to the Company or its affiliates that Executive knows from the circumstances, in good faith and good conscience, should be treated as confidential, or any information that the Company or its affiliates may receive belonging to customers, agents or others who do business with the Company or its affiliates, except to the extent that any such information previously has been disclosed to the public by the Company or is in the public domain (other than by reason of Executive’s violation of this Section 9(b)).

(c) Non-Solicitation of Employees. During the Employment Period and until the earlier of : (i) the last day of the one year period following any Voluntary Termination of the Employment Period by Executive pursuant to Section 5 hereof, or (ii) the date of a Change of Control occurs, Executive shall not directly or indirectly solicit, encourage or induce any employee of the Company or its affiliates to terminate employment with such entity, and shall not directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise, employ or offer employment to any person who is or was employed by the Company or an affiliate thereof unless such person shall have ceased to be employed by such entity for a period of at least six months. Notwithstanding anything herein to the contrary, the terms of this Section 9(c) shall not apply in the event of any termination of employment following a Change of Control as provided for in Section 6 of this Agreement.

(d) Company Property. Except as expressly provided herein, promptly following any termination of the Employment Period, Executive shall return to the Company all property of the Company, and all copies thereof in Executive’s possession or under his control.

(e) Injunctive Relief and Other Remedies with Respect to Covenants. Executive acknowledges and agrees that the covenants and obligations of Executive with respect to noncompetition, confidentiality, nonsolicitation, and Company property relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company (i) shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining Executive from committing any violation of the covenants and obligations contained in this Section 9, and (ii) shall have no further obligation to make any payments to Executive hereunder following any material violation of the covenants and obligations contained in this Section 9. These remedies are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity. In connection with the foregoing provisions of this Section 9, Executive represents that his economic means and circumstances are such that such provisions will not prevent him from providing for himself and his family on a basis satisfactory to him. Notwithstanding the foregoing, in no event shall an asserted violation of the provisions of this Section constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement following a Change of Control.

(a) Survival. All of the provisions of Sections 5 (relating to termination of the Employment Period prior to a Change of Control), 6 (relating to termination of the Employment Period following a Change of Control), 9 (relating to noncompetition, confidentiality, nonsolicitation and Company property), 10(b) (relating to arbitration), 10(c) (relating to legal fees) and 10(n) (relating to governing law) of this Agreement shall survive the termination of this Agreement.

(b) Arbitration. Except as provided in Section 9, any dispute or controversy arising under or in connection with this Agreement shall be resolved by binding arbitration. Such arbitration shall be held in the city of Hartford, Connecticut and except to the extent inconsistent with this Agreement, shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration, and otherwise in accordance with the principles that would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Company and Executive. If the parties cannot agree on an acceptable arbitrator, the dispute or controversy shall be heard by a panel of three arbitrators; one appointed by each of the parties and the third appointed by the other two arbitrators. The Company and Executive further agree that they will abide by and perform any award or awards rendered by the arbitrators and that a judgment may be entered on any award or awards rendered by any state or federal court having jurisdiction over the Company or Executive or any of their respective property.

(c) Legal Fees and Expenses. In any contest (whether initiated by Executive or by the Company) as to the validity, enforceability or interpretation of any provision of this Agreement, the Company shall pay Executive’s legal expenses (or cause such expenses to be paid) including, without limitation, his reasonable attorney’s fees, on a quarterly basis, upon presentation of proof of such expenses in a form acceptable to the Company, provided that Executive shall reimburse the Company for such amounts, plus simple interest thereon at the 90-day United States Treasury Bill rate as in effect from time to time, compounded annually, if Executive shall not prevail, in whole or in part, as to any material issue as to the validity, enforceability or interpretation of any provision of this Agreement.

(d) Successors; Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Company and its successors. The Company shall require any successor to all or substantially all of the business and/or assets of the Company, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by an agreement in form and substance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform the Agreement if no such succession had taken place. This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by Executive otherwise than by will or the law of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(e) Assignment. Except as provided in Section 10(d), neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by any party hereto without the prior written consent of the other party.

(f) Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters referred to herein. This Agreement supersedes and replaces any prior employment or severance agreement or arrangement between the Company and Executive. No other agreement relating to the terms of Executive’s employment by the Company, oral or otherwise, shall be binding between the parties unless it is in writing and signed by the party against whom enforcement is sought. There are no promises, representations, inducements or statements between the parties other than those that are expressly contained herein. Executive acknowledges that he is entering into this Agreement of his own free will and accord, and with no duress, and that he has read this Agreement and that he understands it and its legal consequences.

(g) Severability; Reformation. In the event that one or more of the provisions of this Agreement shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. In the event of a determination that any of the provisions of Section 9(a), Section 9(b) or Section 9(c) are not enforceable in accordance with their terms, Executive and the Company agree that such Section shall be reformed to make such Section enforceable in a manner that provides the Company the maximum rights permitted at law.

(h) Waiver. Waiver by any party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party hereto to assert its or his rights hereunder on any occasion or series of occasions.

(i) Notices. Any notice required or desired to be delivered under this Agreement shall be in writing and shall be delivered personally, by courier service, by registered mail, return receipt requested, or by telecopy and shall be effective upon actual receipt by the party to which such notice shall be directed, and shall be addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

If to Executive: The home address of Executive shown on the records of the Company

(j) Amendments. This Agreement may not be altered, modified or amended except by a written instrument signed by each of the parties hereto, provided, however, that the Company may unilaterally amend this Agreement at any time as may be necessary, in its reasonable judgment, to comply with law or to avoid payments to the Executive under the Agreement being subject to an additional tax under Section 409A of the Code. This Agreement is intended to comply with Section 409A of the Code, and no action taken by the Company shall be construed in a manner that would result in the imposition of an additional tax on Executive under Section 409A of the Code.

(k) Headings. Headings to provisions of this Agreement are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation hereof.

(l) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(m) Withholding. Any payments provided for herein shall be reduced by any amounts required to be withheld by the Company from time to time under applicable Federal, State or local income or employment tax laws or similar statutes or other provisions of law then in effect.

(n) Governing Law. This Agreement shall be governed by the laws of the State of Connecticut, without reference to principles of conflicts or choice of law under which the law of any other jurisdiction would apply.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and Executive has hereunto set his hand, as of the day and year first above written.

/s/ Ann M. de Raismes____________________
By: Ann M. de Raismes

Title: Executive Vice President, Human Resources

EMPLOYMENT AGREEMENT, amended and restated as of September 7, 2006 by and between The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”), and David K. Zwiener (“Executive”).

WHEREAS, the Company and Executive entered into an Employment Agreement, dated as of July 1, 1997 (the “Commencement Date”), in accordance with which Executive is performing substantial services for the Company; and

WHEREAS, the Company and Executive desire to amend and restate that Employment Agreement, effective as of the date first written above;

During the Employment Period, Executive shall serve as Executive Vice President of the Company, and/or in such other position or positions with the Company or its affiliates commensurate with his position and experience as the Board of Directors of the Company (the “Board”) or the Chairman of the Company (the “Chairman”) shall from time to time specify. During the Employment Period, Executive shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Board or the Chairman shall from time to time specify. Executive shall devote his full time to the services required of him hereunder, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, and shall use his best efforts, judgement, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and interests of the Company and its affiliates. During the Employment Period, Executive shall comply with the Code of Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as in effect on the date hereof and as hereafter amended, nothing contained herein shall preclude Executive from (a) serving on the board of directors of any business corporation with the consent of the Board or the Chairman, (b) serving on the board of, or working for, any charitable or community organization, or (c) pursuing his personal financial and legal affairs, so long as the foregoing activities, individually or collectively, do not interfere with the performance of Executive’s duties hereunder or violate any of the provisions of Section 9 hereof.

(e) Indemnification. The Company shall indemnify Executive and hold Executive harmless from and against any claim, loss or cause of action, regardless whether asserted during or after the Employment Period, arising from or out of Executive’s performance as an officer, director or employee of the Company or any of its affiliates or in any other capacity, including any fiduciary capacity in which Executive serves at the request of the Company, to the maximum extent permitted by applicable law and under the Certificate of Incorporation and By-Laws of the Company, as may be amended from time to time (the “Governing Documents”), provided that in no event shall the protection afforded to Executive be less than that afforded under the Governing Documents as in effect on the Commencement Date.

(c)

Benefits Payable Upon Termination; Rules for Determining Reason for Termination.

(i)

Benefits Payable Upon Termination. Following the end of the Employment Period pursuant to Section 5(a), Executive (or, in the event of his death, his surviving spouse, if any, or if none, his estate) shall be paid the type or types of compensation determined to be payable in accordance with the following table, such payment to be made in the form specified in such table and at the time established pursuant to Section 7 hereof. Capitalized terms used in such table shall have the meanings set forth in Section 5(d) hereof.

“Available” means that the particular benefit shall be made available to Executive to the extent specifically provided herein or required by applicable law.

“ERPs” means any excess retirement plans maintained or as hereafter amended or established by the Company or its applicable affiliates.

“ESPs” means any excess investment and savings plans maintained or as hereafter amended or established by the Company or its applicable affiliates.
“Lump Sum” means a single lump sum cash payment.

“Not Available” means that the particular benefit shall be not be made available to Executive, except to the extent required by applicable law.

“Notice of Termination” means (i) in the case of a Termination For Cause, a written notice given by the Company to Executive within 30 calendar days of the Company’s having actual knowledge of the events giving rise to such Termination For Cause, (ii) in the case of a Termination Without Cause, a written notice given by the Company to Executive at least 30 days before the effective date of such Termination Without Cause, and (iii) in the case of a Voluntary Termination, a written notice given by Executive to the Company
indicating the effective date of Executive’s termination of the Employment Period in such Voluntary Termination, such effective date to be no earlier than 30 days following the date such notice is received by the Company from Executive.

“Severance Payment” means an amount equal to two times the sum of: (i) Executive’s Base Salary at the rate in effect as of the date of termination of the Employment Period, and (ii) Executive’s Target Bonus amount under Section 3(b) hereof for the calendar year in which the Employment Period terminates.

“Termination Due to Death” means a termination of Executive’s employment due to the death of Executive.

This Section 6 shall apply (instead of Section 5) during the period commencing upon a Change of Control and continuing until the second anniversary thereof.

(c) Benefits Payable Upon Termination; Rules for Determining Reason for Termination.

(i)

Benefits Payable Upon Termination. Following the end of the Employment Period, Executive (or, in the event of his death, his surviving spouse, if any, or if none, his estate) shall be paid the type or types of compensation determined to be payable in accordance with the following table, such payment to be made in the form specified in such table and at the time established pursuant to Section 7 hereof. Capitalized terms used in such table (and otherwise in this Section 6) that are defined in Section 5, and not specifically defined in Section 6(d) hereof, shall have the meanings ascribed thereto under Section 5. Where such a capitalized term is defined solely in Section 6(d), or in both Section 5 and Section 6(d), such term shall have the meaning ascribed to it in Section 6(d).

(B) No Termination Due to Retirement shall be treated as a Voluntary
Termination for purposes of this Section 6.

(i) a report on Schedule 13D shall be filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Act disclosing that any Person, other than the Company or a subsidiary of the Company or any employee benefit plan sponsored by the Company or a subsidiary of the Company is the Beneficial Owner of twenty percent or more of the outstanding stock of the Company entitled to vote in the election of directors of the Company.

(ii) any person other than the Company or a subsidiary of the Company or any employee benefit plan sponsored by the Company or a subsidiary of the Company shall purchase shares pursuant to a tender offer or exchange offer to acquire any stock of the Company (or securities convertible into stock) entitled to vote in the election of directors of the Company for cash, securities or any other consideration, provided that after consummation of the offer, the Person in question is the Beneficial Owner of fifteen percent or more of the outstanding stock of the Company entitled to vote in the election of directors of the Company (calculated as provided in paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire stock);

(iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company; approved by the stockholders of the Company shall be consummated; or

(v) within any 24 month period, the persons who were directors of The Hartford Company immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, provided that any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director (A) was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of this clause (v), and (B) was not designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (iii) or (iv) of this definition of the term Change of Control in Section 6(d) of this Agreement.

“Not Payable” means that a particular benefit shall not be paid or otherwise provided to Executive.

“Payable” means that a particular benefit shall be paid to Executive in the amount, at the time, and in the form specified herein.

“Severance Payment” means a cash amount equal to three times the sum of (i) Executive’s Base Salary at the rate in effect as of the Date of Termination, and (ii) Executive’s Target Bonus for such year.

“Termination For Good Reason” means the occurrence of any of the following after the occurrence of a Change of Control:

(iv) any failure by the Company to obtain the assumption and agreement to perform this Agreement by a successor as contemplated by Section 10(d) hereof; or

(v) any attempt by the Company to terminate the Executive’s employment in a Termination For Cause that is determined in a proceeding pursuant to Section 9 or Section 10 hereof not to constitute a Termination For Cause.

Notwithstanding the foregoing, a termination of Executive’s employment shall not be treated as a Termination For Good Reason (I) if Executive shall have consented in writing to the occurrence of the event giving rise to the claim of Termination For Good Reason, or (II) if Executive shall have delivered a Notice of Termination to the Company, and the facts and circumstances specified therein as providing a basis for such Termination For Good Reason are cured by the Company within 10 days of its receipt of such Notice of Termination.

“Vested Benefits Enhancement” means (i) a cash amount equal to the present value, calculated using a discount rate equal to the then prevailing applicable Federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”), of the additional retirement benefits that would have been payable or available to Executive under any ERPs, based on (A) the age and service Executive would have attained or completed had Executive continued in the Company’s employ until the third anniversary of the occurrence of the Change of Control, and (B) where compensation is a relevant factor, his pensionable compensation as of the Date of Termination, such compensation to include, on the same terms as apply to other executives, any Severance Payment made to Executive, (ii) solely for purposes of vesting in any benefits under any ESPs, Executive shall be treated as having continued in the Company’s employ until the third anniversary of the occurrence of such Change of Control and (iii) solely for the purposes of determining eligibility for retiree medical benefits under any retirement plan or any retiree welfare benefit plan, policy or program of the Company or its affiliates, and any ERPs related thereto, Executive shall be treated as having continued in the Company’s employ until the third anniversary of the occurrence of such Change of Control and to have retired on the last day of such period. A Vested Benefits Enhancement shall only be applicable in the event that Executive’s employment by the Company terminates prior to July 1, 2009.

“Voluntary Termination” means a termination of employment by Executive other than a Termination For Good Reason, a Termination Due to Disability by Executive, or a Termination Due to Death.

(i) Tax Reimbursement Payment. In the event that any amount or benefit paid or distributed to Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to Executive by the Company or any affiliate (collectively, by the “Covered Payments”), are or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, or any similar tax that may hereafter be imposed, the Company shall pay to the Executive at the time specified in this Section an additional amount (the “Tax Reimbursement Payment”) such that the net amount retained by the Executive with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local income tax and other tax on the Tax Reimbursement Payment provided for by this Section, but before deduction for any Federal, state or local income or employment tax withholding on such Covered Payments, shall be equal to the amount of the Covered Payments.

(ii) Applicable Rules. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax,

(B) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Accrued Salary shall be paid no later than 10 days following the termination of the Employment Period. Severance Payments and Vested Benefits Enhancements, together with interest thereon based on prevailing short term rates for the period between the date of payment and the termination of the Employment Period, shall be paid during the 10 day period following the six month anniversary of the termination of the Employment Period, unless earlier payment is permitted in accordance with guidance provided under Section 409A of the Code. Pro-Rata Target Bonus shall be paid as follows: (a) if the Employment Period terminates in the first, second or third calendar quarter of any particular calendar year, then the Pro-Rata Target Bonus shall be paid no later than 10 days following the termination of the Employment Period; or (b) if the Employment Period terminates in the fourth calendar quarter of any particular calendar year, then the Pro-Rata Target Bonus shall be paid no later than the same time as similar awards are paid to other executives participating in the plans or programs under which the awards are paid, but in no event later than 31 March of the calendar year following the end of such fourth calendar quarter. Vested Benefits and Equity Awards shall be paid no later than the time for payment Determined Under the Applicable Plan except as otherwise expressly superseded or modified by this Agreement. Tax Reimbursement Payments shall be paid at the time specified in Section 6 hereof. Notwithstanding the foregoing, solely for purposes of amounts payable pursuant to Section 5 hereof, if any amount payable to Executive pursuant to Section 5 would be nondeductible by the Company under Section 162(m) of the Code if paid in the year of Executive’s termination, the Company shall have the option of paying such nondeductible amount, with interest at the one-year treasury bill rate as in effect on the date of such termination as reported in the Wall Street Journal, on the first day of the second calendar quarter in the year following such termination.

By and in consideration of the compensation and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, Executive agrees to the following:

(c) Non-Solicitation of Employees. During the Employment Period and until the earlier of: (i) the last day of the one year period following any Voluntary Termination of the Employment Period by Executive pursuant to Section 5 hereof, or (ii) the date of Change of Control occurs, Executive shall not directly or indirectly solicit, encourage or induce any employee of the Company or its affiliates to terminate employment with such entity, and shall not directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise, employ or offer employment to any person who is or was employed by the Company or an affiliate thereof unless such person shall have ceased to be employed by such entity for a period of at least six months. Notwithstanding anything herein to the contrary, the terms of this Section 9(c) shall not apply in the event of any termination of employment following a Change of Control as provided for in Section 6 of this Agreement.

If to Executive: The home address of Executive shown on the records of the Company

(k) Headings. Headings to provisions of this Agreement are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation hereof.

(l) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and Executive has hereunto set his hand, as of the day and year first above written.


		By:			Ann M. de Raismes
		Title:			Executive Vice President, Human Resources

EXECUTIVE:

/s/ David K. Zwiener________________________________
David K. Zwiener

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, amended and restated as of September 7, 2006, by and between The Hartford Financial Services Group, Inc. (“The Hartford” or the “Company”), a Delaware corporation, and Thomas M. Marra (“Executive”).

W I T N E S S E T H:

WHEREAS, the Company and Executive entered into an Employment Agreement dated as of July 1, 2000 (the “Commencement Date”), in accordance with which Executive is performing substantial services for the Company; and

WHEREAS, the Company and Executive desire to amend and restate that Employment Agreement, effective as of the date first written above;

1. Employment.

shall be deemed to be a Termination Due to Retirement for purposes of this Agreement. The period during which Executive is employed pursuant to this Agreement, including any extension thereof in accordance with this Section 1(b), shall be referred to as the “Employment Period.”

2. Position and Duties.

During the Employment Period, Executive shall serve as Executive Vice President of The Hartford and Chief Operating Officer of Hartford Life, Inc. and/or in such other position or positions with the Company or its affiliates commensurate with his position and experience as the Board of Directors of the Company (the “Board”) or the Chairman of the Company (the “Chairman”) shall from time to time specify. During the Employment Period, Executive shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Board or the Chairman shall from time to time specify. Executive shall devote his full time to the services required of him hereunder, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, and shall use his best efforts, judgement, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and interests of the Company and its affiliates. During the Employment Period, Executive shall comply with the Code of Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as in effect on the date hereof and as hereafter amended, nothing contained herein shall preclude Executive from (a) serving on the board of directors of any business corporation with the consent of the Board or the Chairman, (b) serving on the board of, or working for, any charitable or community organization, or (c) pursuing his personal financial and legal affairs, so long as the foregoing activities, individually or collectively, do not interfere with the performance of Executive’s duties hereunder or violate any of the provisions of Section 9 hereof.

3. Compensation.

4. Benefits, Perquisites and Expenses.

5. Termination of Employment.

(c) Benefits Payable Upon Termination; Rules for Determining Reason for Termination.

(ii) Rules for Determining Reason for Termination.

BENEFITS PAYABLE: NON-CHANGE OF CONTROL

BENEFIT:

Accrued Salary

Pro Rata Target
Bonus

Severance Payment

Equity Awards

Vested Benefits

Vested Benefits
Enhancement (only
applicable in the
event that
Executive’s
employment by the
Company terminates
prior to July 1,
2009)

Welfare
Benefits
Continuation

FORM OF PAYMENT:

Lump Sum

Determined Under
the Applicable Plan

Lump Sum

Determined Under
the Applicable Plan

Termination For
Cause

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Not
Available

Options /Restricted
Stock:

Payable

Termination Without
Cause

Payable

Other Equity
Awards: Determined
Under the
Applicable Plan

Determined Under
the Applicable Plan

Payable

Available

Voluntary
Termination

Payable

Determined Under
the Applicable Plan

Not
Payable

Determined Under
the Applicable Plan

Not Payable

Not Available

Termination Due to
Retirement

Payable

Determined Under
the Applicable Plan

Not Payable

Determined Under
the Applicable Plan

Not Payable

Available

Termination Due to
Disability

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Available

Termination Due to
Death

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Not Available

(d) Definitions.

“Available” means that the particular benefit shall be made available to Executive to the extent specifically provided herein or required by applicable law.

“ERPs” means any excess retirement plans maintained or as hereafter amended or established by the Company or its applicable affiliates.

“ESPs” means any excess investment and savings plans maintained or as hereafter amended or established by the Company or its applicable affiliates.

“Lump Sum” means a single lump sum cash payment.

“Not Available” means that the particular benefit shall be not be made available to Executive, except to the extent required by applicable law.

“Not Payable” means (i) with respect to benefits other than Equity Awards, such benefits shall not be paid or otherwise provided to Executive, and (ii) with respect to Equity Awards, such Equity Awards, to the extent unvested, unexercisable, or subject to restrictions that have not yet lapsed, shall be forfeited and/or canceled as of the date of termination of the Employment Period, unless otherwise determined by the relevant Board or the appropriate committee of the Board in its discretion.

“Termination Due to Death” means a termination of Executive’s employment due to the death of Executive.

“Vested Benefits” means amounts that are vested or that Executive is otherwise entitled to receive, without the performance by Executive of further services or the resolution of a contingency, under the terms of or in accordance with any investment and savings plan or retirement plan (including any plan providing retiree medical benefits) of the Company or its affiliates, and any ERPs or ESPs related thereto, and any deferred compensation or employee stock purchase plan or similar plan or program of the Company or its affiliates.

6. Termination Following a Change of Control.

This Section 6 shall apply (instead of Section 5) during the period commencing upon a Change of Control and continuing until the second anniversary thereof.

(b) Notice of Termination. Communication of termination under this Section 6 shall be made to the other party by Notice of Termination in the case of (i) a Termination For Cause, (ii) a Termination Without Cause, (iii) a Voluntary Termination, or (iv) a Termination For Good Reason.

(c) Benefits Payable Upon Termination; Rules for Determining Reason for Termination.

(ii) Rules for Determining Reason for Termination.

(A) No Termination Without Cause or Termination For Good Reason shall be treated as a Termination Due to Retirement or a Termination Due to Disability for purposes of any Pro Rata Target Bonus, Severance Payment, Equity Awards or Vested Benefits Enhancement under this Section 6, notwithstanding the fact that, either on, before or after the Date of Termination with respect thereto,(I) Executive was eligible for Retirement as defined in the Savings Plan, (II) Executive requested to be treated as a retiree for purposes of the Savings Plan or any other plan or program of the Company or its affiliates, or (III) Executive or the Company could have terminated Executive’s employment in a Termination Due to Disability hereunder.

(B) No Termination Due to Retirement shall be treated as a Voluntary Termination for purposes of this Section 6.

}

BENEFITS PAYABLE: CHANGE OF CONTROL

Vested Benefits

Enhancement (only

applicable in the

event that

Executive’s

employment by the

Company terminates

Pro Rata Target

prior to July 1,

Welfare

BENEFIT

Accrued Salary

Bonus

Severance Payment

Equity Awards

Vested Benefits

2009)

Benefits Continuation

FORM OF PAYMENT

Lump Sum

Determined Under
the Applicable Plan

Lump Sum

Determined Under the
Applicable Plan

Termination For Cause

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Not Available

Termination Without
Cause

Payable

Determined Under
the Applicable Plan

Payable

Available

Voluntary
Termination

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Not Available

Termination For Good
Reason

Payable

Determined Under
the Applicable Plan

Payable

Available

Termination Due to
Retirement

Payable

Determined Under
the Applicable Plan

Not Payable

Determined Under
the Applicable Plan

Not Payable

Available

Termination Due to
Disability

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Available

Termination Due to
Death

Payable

Not Payable

Determined Under
the Applicable Plan

Determined Under
the Applicable
Plan

Not Payable

Not Available

(d) Definitions.

“Change of Control” means:

“Not Payable” means that a particular benefit shall not be paid or otherwise provided to Executive.

“Payable” means that a particular benefit shall be paid to Executive in the amount, at the time, and in the form specified herein.

“Termination For Good Reason” means the occurrence of any of the following after the occurrence of a Change of Control:

(i) (A)the assignment to Executive of any duties inconsistent in any material adverse respect with Executive’s position, duties, authority or responsibilities as contemplated by Section 2 of this Agreement, or (B) any other material adverse change in such position, including titles, authority or responsibilities;

(iv) any failure by the Company to obtain the assumption and agreement to perform this Agreement by a successor as contemplated by Section 10(d) hereof; or

Notwithstanding the foregoing, a termination of Executive’s employment shall not be treated as a Termination For Good Reason (I) if Executive shall have consented in writing to the occurrence of the event giving rise to the claim of Termination For Good Reason, or (II) if Executive shall have delivered a Notice of Termination to the Company, and the facts and circumstances specified therein as providing a basis for such Termination For Good Reason are cured by the Company within 10 days of its receipt of such Notice of Termination.

“Vested Benefits Enhancement” means (i) a cash amount equal to the present value, calculated using a discount rate equal to the then prevailing applicable Federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”), of the additional retirement benefits that would have been payable or available to Executive under any ERPs, based on (A) the age and service Executive would have attained or completed had Executive continued in the Company’s employ until the third anniversary of the occurrence of the Change of Control, and (B) where compensation is a relevant factor, his pensionable compensation as of the Date of Termination, such compensation to include, on the same terms as apply to other executives, any Severance Payment made to Executive, (ii) solely for purposes of vesting in any benefits under any ESPs, Executive shall be treated as having continued in the Company’s employ until the third anniversary of the occurrence of such Change of Control, and (iii) solely for purposes of determining eligibility for retiree medical benefits under any retirement plan or any retiree welfare benefit plan, policy or program of the Company or its affiliates, and any ERPs related thereto, Executive shall be treated as having continued in the Company’s employ until the third anniversary of the occurrence of such Change of Control and to have retired on the last day of such period. A Vested Benefits Enhancement shall only be applicable in the event that Executive’s employment by the Company terminates prior to July 1, 2009.

“Voluntary Termination” means a termination of employment by Executive other than a Termination For Good Reason, a Termination Due to Disability by Executive, or a Termination Due to Death.

(e) Out-Placement Services. If the Employment Period terminates because of a Termination Without Cause or a Termination For Good Reason, Executive shall be entitled to out-placement services, provided by the Company or its designee at the Company’s expense, for 12 months following the Date of Termination, or such lesser period as the Executive may require such services.

(f) Certain Further Payments by Company.

(ii) Applicable Rules. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax,

(B) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

(iv) Repayment or Additional Payment in Certain Circumstances.

7. Timing of Payments.

Accrued Salary shall be paid no later than 10 days following the termination of the Employment Period. Severance Payments and Vested Benefits Enhancements, together with interest thereon based on prevailing short term rates for the period between the date of payment and the termination of the Employment Period, shall be paid during the 10 day period following the six month anniversary of the termination of the Employment Period, unless earlier payment is permitted in accordance with guidance provided under Section 409A of the Code. Pro-Rata Target Bonus shall be paid as follows: (a) if the Employment Period terminates in the first, second or third calendar quarter of any particular calendar year, then the Pro-Rata Target Bonus shall be paid no later than 10 days following the termination of the Employment Period; or (b) if the Employment Period terminates in the fourth calendar quarter of any particular calendar year, then the Pro-Rata Target Bonus shall be paid no later than the same time as similar awards are paid to other executives participating in the plans or programs under which the awards are paid, but in no event later than March 31 of the calendar year following the end of such fourth calendar quarter. Vested Benefits and Equity Awards shall be paid no later than the time for payment Determined Under the Applicable Plan except as otherwise expressly superseded or modified by this Agreement. Tax Reimbursement Payments shall be paid at the time specified in Section 6 hereof. Notwithstanding the foregoing, solely for purposes of amounts payable pursuant to Section 5 hereof, if any amount payable to Executive pursuant to Section 5 would be nondeductible by the Company under Section 162(m) of the Code if paid in the year of Executive’s termination, the Company shall have the option of paying such nondeductible amount, with interest at the one-year treasury bill rate as in effect on the date of such termination as reported in the Wall Street Journal, on the first day of the second calendar quarter in the year following such termination.

8. Full Discharge of Company Obligations.

9. Noncompetition, Confidentiality and Other Covenants.

By and in consideration of the compensation and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, Executive agrees to the following:

(a) Noncompetition. During the Employment Period and until the earlier of: (i) the last day of the one year period following any Voluntary Termination of the Employment Period by Executive pursuant to Section 5 hereof, or (ii) the date a Change of Control occurs (the “Restriction Period”), Executive shall not become associated with any entity, whether as a principal, partner, employee, agent, consultant, shareholder (other than as a holder, or a member of a group which is a holder, of not in excess of 1% of the outstanding voting shares of any publicly traded company) or in any other relationship or capacity, paid or unpaid, that is actively engaged in any geographic area in any business which is in competition with the business of the Company. The Company shall, in its sole discretion, have the right to enforce or waive the terms of this provision in connection with the Restriction Period. If the Company exercises its right to enforce this provision for the Restriction Period, the Company will provide Executive with written notice of its intent to enforce and agrees to pay Executive one year of Executive’s then current Base Salary and one year of Executive’s then current Target Bonus as compensation for the Restriction Period. Executive agrees that the terms of the Restriction Period are reasonable and that this compensation is above and beyond any amounts necessary to support the terms of the Restriction Period a set forth herein. Notwithstanding anything herein to the contrary, the terms of this Section 9(a) shall not apply in the event of any termination of employment following a Change of Control as provided for in Section 6 of this Agreement.

(c) Non-Solicitation of Employees. During the Employment Period and until the earlier of: (i) the last day of the one year period following any Voluntary Termination of the Employment Period by Executive pursuant to Section 5 hereof, or (ii) the date a Change of Control occurs, Executive shall not directly or indirectly solicit, encourage or induce any employee of the Company or its affiliates to terminate employment with such entity, and shall not directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise, employ or offer employment to any person who is or was employed by the Company or an affiliate thereof unless such person shall have ceased to be employed by such entity for a period of at least six months. Notwithstanding anything herein to the contrary, the terms of this Section 9(c) shall not apply in the event of any termination of employment following a Change of Control as provided for in Section 6 of this Agreement.

10. Miscellaneous.


If to the Company:	The Hartford Financial Services Group, Inc.
	Law Department, HO-1-09
	Hartford Plaza
	Hartford, CT 06115
	Attention: Corporate Secretary
With a copy to:	Debevoise & Plimpton
	875 Third Avenue
	New York, NY 10022
	Attn: Lawrence K. Cagney, Esq.
If to Executive:	The home address of Executive	shown on the records of the Company

(k) Headings. Headings to provisions of this Agreement are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation hereof.

(l) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and Executive has hereunto set his hand, as of the day and year first above written.

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

/s/ Ann M. de Raismes____________________________________


		By:			Ann M. de Raismes
		Title:			Executive Vice President, Human Resources

EXECUTIVE:

/s/Thomas M. Marra____________________________________
Thomas M. Marra

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

W I T N E S S E T H:

WHEREAS, the Company and Executive entered into an Employment Agreement effective as of May 1, 2001 (the “Commencement Date”), in accordance with which Executive is performing substantial services for the Company; and

WHEREAS, the Company and Executive desire to amend and restate that Employment Agreement, effective as of the date first written above;

1. Employment.

(a) Agreement to Employ. Upon the terms and subject to the conditions of this Agreement, the

Company hereby agrees to employ Executive and Executive hereby agrees to his employment by the Company.

2. Position and Duties.

During the Employment Period, Executive shall serve as Executive Vice President and Chief Financial Officer and as a member of the Office of the Chairman of the Company, and in such other position or positions with the Company or its affiliates commensurate with such position and his experience as the Board of Directors of the Company (the “Board”) shall from time to time specify. During the Employment Period, Executive shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Board shall from time to time specify commensurate with such positions. Executive shall devote his full time to the services required of him hereunder, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, and shall use his best efforts, judgment, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and interests of the Company and its affiliates. During the Employment Period, Executive shall comply with the Code of Corporate Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as in effect on the date hereof and as hereafter amended, nothing contained herein shall preclude Executive from (a) serving on the board of directors of any business corporation with the consent of the Board, (b) serving on the board of, or working for, any charitable or community organization, or (c) pursuing his personal financial and legal affairs, so long as the foregoing activities, individually or collectively, do not interfere with the performance of Executive’s duties hereunder or violate any of the provisions of Section 9 hereof.

3. Compensation.

4. Benefits, Perquisites and Expenses.

(a) Benefits. During the Employment Period, Executive (and, to the extent applicable, his dependents) shall be eligible to participate in or be covered under (i) each welfare benefit plan or program maintained or as hereafter amended or established by the Company or its applicable affiliates, including, without limitation, each group life, hospitalization, medical, dental, health, accident or disability insurance or similar plan or program of thereof, and (ii) each applicable pension, retirement, savings, deferred compensation, stock purchase or other similar plan or program maintained or as hereafter amended or established by the Company or its applicable affiliates, in each case to the extent that Executive is eligible to participate in any such plan or program under the generally applicable provisions thereof. Nothing in this Section 4(a) shall limit the Company’s right to amend or terminate any such plan or program in accordance with the procedures set forth therein or as permitted by applicable law.

hereof, and shall also be entitled to receive such other perquisites as are generally provided to him as of the date hereof or are hereafter provided to other similarly situated senior executives of the Company in accordance with the then current policies and practices of the Company.

(e) Indemnification. The Company shall indemnify Executive and hold Executive harmless from and against any claim, loss or cause of action, regardless whether asserted during or after the Employment Period, arising from or out of Executive’s performance as an officer, director or employee of the Company or any of its affiliates or in any other capacity, including any fiduciary capacity, in which Executive serves at the request of the Company, to the maximum extent permitted by applicable law and under the Certificate of Incorporation and By-Laws of the Company, as may be amended from time to time (the “Governing Documents”), whichever is greater, provided that in no event shall the protection afforded to Executive be less than that afforded under the Governing Documents as in effect on the Commencement Date.

5. Termination of Employment.

(c) Benefits Payable Upon Termination; Rules for Determining Reason for Termination.

(ii) Rules for Determining Reason for Termination.

BENEFITS PAYABLE : NON-CHAN

GE OF CONTROL

BENEFIT:

Accrued Salary

Pro Rata Target
Bonus

Severance Payment

Equity Awards

Vested Benefits

Vested Benefits
Enhancement (only
applicable in the
event that
Executive’s
employment by the
Company terminates
prior to July 1,
2009)

Welfare
Benefits
Continuation

FORM OF PAYMENT:

Lump Sum

Determined Under
the Applicable Plan

Lump Sum

Determined Under
the Applicable Plan

Termination For
Cause

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Not
Available

Options /Restricted
Stock:

Payable

Termination Without
Cause

Payable

Other Equity
Awards: Determined
Under the
Applicable Plan

Determined Under
the Applicable Plan

Payable

Available

Voluntary
Termination

Payable

Determined Under
the Applicable Plan

Not
Payable

Determined Under
the Applicable Plan

Not Payable

Not Available

Termination Due to
Retirement

Payable

Determined Under
the Applicable Plan

Not Payable

Determined Under
the Applicable Plan

Not Payable

Available

Termination Due to
Disability

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Available

Termination Due to
Death

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Not Available

(d) Definitions.

“Available” means that the particular benefit shall be made available to Executive to the extent specifically provided herein or required by applicable law.

“ERPs” means any excess cash balance retirement plans maintained or as hereafter amended or established by the Company or its applicable affiliates.

“ESPs” means any excess investment and savings plans maintained or as hereafter amended or established by the Company or its applicable affiliates.

“Lump Sum” means a single lump sum cash payment.

“Not Available” means that the particular benefit shall be not be made available to Executive, except to the extent required by applicable law.

“Notice of Termination” means (i) in the case of a Termination For Cause, a written notice given by the Company to Executive within 30 calendar days of the Company’s having actual knowledge of the events giving rise to such Termination For Cause, (ii) in the case of a Termination Without Cause, a written notice given by the Company to Executive at least 30 calendar days before the effective date of such Termination Without Cause, and (iii) in the
case of a Voluntary Termination, a written notice given by Executive to the Company indicating the effective date of Executive’s termination of the Employment Period in such Voluntary Termination, such effective date to be no earlier than 30 days following the date such notice is received by the Company from Executive.

“Pro-Rata Target Bonus” means an amount equal to the product of: (i) an amount equal to the Target Bonus Executive would have been entitled to receive under Section 3(b) for the calendar year in which the Employment Period terminates, and (ii) a fraction (the “Service Fraction”), the numerator of which is equal to the number of rounded months (rounded to the nearest number of whole months) in such calendar year which have elapsed as of the date of such termination, and the denominator of which is 12; provided that, if the Employment Period terminates in the last quarter of any calendar year, the Pro-Rata Target Bonus shall be the amount determined under the above formula or, if greater, the product of: (A) the bonus that would have been paid to Executive based on actual performance for such calendar year, and (B) the Service Fraction.

“Termination Due to Death” means a termination of Executive’s employment due to the death of Executive.

“Termination For Cause” means a termination of Executive’s employment by the Company for any of the following reasons: (i) Executive is convicted of or enters a plea of guilty or nolo contendere to a felony, a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the business of the Company or its affiliates; (ii) in the performance of his duties hereunder or otherwise to the detriment of the Company or its affiliates, Executive engages in (A) willful misconduct, (B) willful or gross neglect, (C) fraud, (D) misappropriation, (E) embezzlement, or (F) theft; (iii) Executive willfully fails to adhere to the policies and practices of the Company or devote substantially all of his business time and effort to the affairs thereof, or disobeys the directions of the Board to do either of the foregoing; (iv) Executive breaches this Agreement in any material respect; (v) Executive is adjudicated in any civil suit to have committed, or acknowledges in writing or in any agreement or stipulation his commission, of any theft, embezzlement, fraud or other intentional act of dishonesty involving any other person; or (vi) Executive knowingly and in a material respect violates the Code of Corporate Conduct of the Company. Executive shall be permitted to respond and defend himself before the Board within 30 days after delivery to Executive of written notification of any proposed Termination For Cause that specifies in detail the reasons for such termination. If the majority of the members of the Board (excluding Executive) do not confirm that the Company had grounds for a Termination For Cause within 30 days after Executive has had his hearing before the Board, Executive shall have the option of treating his employment as not having terminated or as having been terminated in a Termination Without Cause.

“Termination Without Cause” means any involuntary termination of Executive’s employment by the Company other than a Termination For Cause, a Termination Due to Disability or a Termination Due to Death, and shall further mean the Company’s requiring Executive to be based at any office or location more than twenty-five (25) miles from the location at which he performs his services set forth in this Agreement as of the Commencement Date, except for travel reasonably required in the performance of Executive’s responsibilities.

“Vested Benefits” means amounts that are vested or that Executive is otherwise entitled to receive, without the performance by Executive of further services or the resolution of a contingency, under the terms of or in accordance with any investment and savings plan or cash balance retirement plan (including any plan providing retiree medical benefits) of the Company or its affiliates, and any ERPs or ESPs related thereto, and any deferred compensation or employee stock purchase plan or similar plan or program of the Company or its affiliates.

“Vested Benefits Enhancement” means (i) a cash amount equal to the present value, calculated using a discount rate equal to the then prevailing applicable Federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”), of the additional retirement benefits that would have been payable or available to Executive under any ERPs, based on (A) the age and service Executive would have attained or completed had Executive continued in the Company’s employ until the second anniversary of the date of termination of the Employment Period, and (B) where compensation is a relevant factor, his pensionable compensation as of such date, such compensation to include, on the same terms as apply to other executives, any Severance Payment made to Executive, and (ii) solely for purposes of vesting in any benefits under any ESPs, Executive shall be treated as having continued in the Company’s employ until the second anniversary of the date of termination of the Employment Period. A Vested Benefits Enhancement shall only be applicable in the event that Executive’s employment by the Company terminates prior to July 1, 2009.

6. Termination Following a Change of Control.

This Section 6 shall apply (instead of Section 5) during the period commencing upon a Change of Control and continuing until the second anniversary thereof.

(c) Benefits Payable Upon Termination; Rules for Determining Reason for Termination.

(i) Benefits Payable Upon Termination.

(A) Following the end of the Employment Period, Executive (or, in the event of his death, his surviving spouse, if any, or if none, his estate) shall be paid the type or types of compensation determined to be payable in accordance with the following table, such payment to be made in the form specified in such table and at the time established pursuant to Section 7 hereof. Capitalized terms used in such table (and otherwise in this Section 6) that are defined in Section 5, and not specifically defined in Section 6(d) hereof, shall have the meanings ascribed thereto under Section 5. Where such a capitalized term is defined solely in Section 6(d), or in both Section 5 and Section 6(d), such term shall have the meaning ascribed to it in Section 6(d).

(B) The Company’s obligation to make the payments provided for in this Section 6 and otherwise to perform its obligations under this Section 6 shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Section 6 and such amounts shall not be reduced whether or not Executive obtains other employment.

(ii) Rules for Determining Reason for Termination.

(B) No Termination Due to Retirement shall be treated as a Voluntary Termination for purposes of this Section 6.

(C) Notwithstanding any provision in this Agreement to the contrary, in the event of a Change of Control as described in clause (iii) or clause (iv) of the definition of the term Change of Control in Section 6(d) of this Agreement, if the employment of Executive involuntarily terminates on or after the date of a shareholder approval described in either of such clauses but before the date of a consummation described in either of such clauses, the date of termination of Executive’s employment shall be deemed for the purposes of this Agreement to be the day following the date of the applicable consummation.

}

BENEFITS PAYABLE: CHANGE OF CONTROL

Vested Benefits

Enhancement (only

applicable in the

event that

Executive’s

employment by the

Company terminates

Pro Rata Target

prior to July 1,

Welfare

BENEFIT

Accrued Salary

Bonus

Severance Payment

Equity Awards

Vested Benefits

2009)

Benefits Continuation

FORM OF PAYMENT

Lump Sum

Determined Under
the Applicable Plan

Lump Sum

Determined Under the
Applicable Plan

Termination For
Cause

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Not Available

Termination Without
Cause

Payable

Determined Under
the Applicable Plan

Payable

Available

Voluntary
Termination

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Not Available

Termination For
Good Reason

Payable

Determined Under
the Applicable Plan

Payable

Available

Termination Due to
Retirement

Payable

Determined Under
the Applicable Plan

Not Payable

Determined Under
the Applicable Plan

Not Payable

Available

Termination Due to
Disability

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Available

Termination Due to
Death

Payable

Not Payable

Determined Under
the Applicable Plan

Determined Under
the Applicable
Plan

Not Payable

Not Available

(d) Definitions.

“Beneficial Owner” means any Person who, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Act”)) of any securities of a company, including any such right pursuant to any agreement, arrangement or understanding (whether or not in writing), provided that: (i) a Person shall not be deemed the Beneficial Owner of any security as a result of an agreement, arrangement or understanding to vote such security (A) arising solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the Act and the applicable rules and regulations thereunder, or (B) made in connection with, or to otherwise participate in, a proxy or consent solicitation made, or to be made, pursuant to, and in accordance with, the applicable provisions of the Act and the applicable rules and regulations thereunder, in either case described in clause (A) or (B) above, whether or not such agreement, arrangement or understanding is also then reportable by such Person on Schedule 13D under the Act (or any comparable or successor report); and (ii) a Person engaged in business as an underwriter of securities shall not be deemed to be the Beneficial Owner of any security acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition.

“Change of Control” means:

(i) a report on Schedule 13D shall be filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Act disclosing that any Person, other than the Company or a subsidiary of the Company or any employee benefit plan sponsored by the Company or a subsidiary of the Company, is the Beneficial Owner of twenty percent or more of the outstanding stock of the Company entitled to vote in the election of directors of the Company;

(ii) any Person, other than the Company or a subsidiary of the Company or any employee benefit plan sponsored by the Company or a subsidiary of the Company, shall purchase shares pursuant to a tender offer or exchange offer to acquire any stock of the Company (or securities convertible into stock) entitled to vote in the election of directors of the Company for cash, securities or any other consideration, provided that after consummation of the offer, the Person in question is the Beneficial Owner of fifteen percent or more of the outstanding stock of the Company entitled to vote in the election of directors of the Company (calculated as provided in paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire stock);

“Effective Date” means the date on which a Change of Control occurs.

“Not Payable” means that a particular benefit shall not be paid or otherwise provided to Executive.

“Payable” means that a particular benefit shall be paid to Executive in the amount, at the time, and in the form specified herein.

“Termination For Good Reason” means the occurrence of any of the following after the occurrence of a Change of Control:

(ii) any failure by the Company to comply with any of the provisions of Sections 3 and 4 of this Agreement at a level at least equal to that in effect immediately preceding the Change of Control, other than an insubstantial or inadvertent failure remedied by the Company promptly after receipt of notice thereof given by Executive;

(iv) any failure by the Company to obtain the assumption and agreement to perform this Agreement by a successor as contemplated by Section 10(d) hereof; or

(v) any attempt by the Company to terminate the Executive’s employment in a Termination For Cause that is determined by the Board pursuant to Section 5 or 6 hereof, or in a proceeding pursuant to Section 9 or Section 10 hereof, not to constitute a Termination For Cause.

“Vested Benefits Enhancement” means (i) a cash amount equal to the present value, calculated using a discount rate equal to the then prevailing applicable Federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”), of the additional retirement benefits that would have been payable or available to Executive under any ERPs, based on (A) the age and service Executive would have attained or completed had Executive continued in the Company’s employ until the third anniversary of the occurrence of the Change of Control, and (B) where compensation is a relevant factor, his pensionable compensation as of the Date of Termination, such compensation to include, on the same terms as apply to other executives, any Severance Payment made to Executive, (ii) solely for purposes of vesting in any benefits under any ESPs, Executive shall be treated as having continued in the Company’s employ until the third anniversary of the occurrence of such Change of Control, and (iii) solely for purposes of determining eligibility for retiree medical benefits under any retirement plan or any retiree welfare benefit plan, policy or program of the Company or its affiliates, and any ERPs related thereto, Executive shall be treated as having continued in the Company’s employ until the third anniversary of the occurrence of such Change of Control and to have retired on the last day of such period. A Vested Benefits Enhancement shall only be applicable in the event that Executive’s employment by the Company terminates prior to July 1, 2009.

“Voluntary Termination” means a termination of employment by Executive other than a Termination For Good Reason, a Termination Due to Disability by Executive, or a Termination Due to Death.

(f) Certain Further Payments by Company.

(i) Tax Reimbursement Payment. In the event that any amount or benefit paid or distributed to Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to Executive by the Company or any affiliate, including amounts attributable to the vesting of stock options and restricted stock and the exercise of stock options (collectively, the “Covered Payments”), are or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, or any similar tax that may hereafter be imposed, the Company shall pay to the Executive at the time specified in this Section an additional amount (the “Tax Reimbursement Payment”) such that the net amount retained by the Executive with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local income tax and other tax on the Tax Reimbursement Payment provided for by this Section, but before deduction for any Federal, state or local income or employment tax withholding on such Covered Payments, shall be equal to the amount of the Covered Payments.

(ii) Applicable Rules. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax,

(B) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

(iv) Repayment or Additional Payment in Certain Circumstances.

(A) Repayment. In the event that the Excise Tax is subsequently determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, Executive shall repay to the Company, at the time that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that would not have been paid if such lesser Excise Tax had been applied in initially calculating such Tax Reimbursement Payment. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be repaid to the Company has been paid to any Federal, state or local tax authority, repayment thereof shall not be required unless and until actual refund or credit of such portion has been made to Executive by the applicable tax authority. Executive and the Company shall mutually agree upon the course of action (if any) to be pursued in further pursuing such refund or credit, if Executive’s good faith claim for refund or credit is denied.

7. Timing of Payments.

Accrued Salary shall be paid no later than 10 days following the termination of the Employment Period. Severance Payments and Vested Benefits Enhancements, together with interest thereon based on prevailing short term rates for the period between the date of payment and the termination of the Employment Period, shall be paid during the 10 day period following the six month anniversary of the termination of the Employment Period, unless earlier payment is permitted in accordance with guidance provided under Section 409A of the Code. Pro-Rata Target Bonus shall be paid as follows: (a) if the Employment Period terminates in the first, second or third calendar quarter of any particular calendar year, then the Pro-Rata Target Bonus shall be paid no later than 10 days following the termination of the Employment Period; or (b) if the Employment Period terminates in the fourth calendar quarter of any particular calendar year, then the Pro-Rata Target Bonus shall be paid no later than the same time as similar awards are paid to other executives participating in the plans or programs under which the awards are paid, but in no event later than March 31 of the calendar year following the end of such fourth calendar quarter. Vested Benefits and Equity Awards shall be paid no later than the time for payment Determined Under the Applicable Plan except as otherwise expressly superseded or modified by this Agreement. Tax Reimbursement Payments shall be paid at the time specified in Section 6 hereof. Notwithstanding the foregoing, solely for purposes of amounts payable pursuant to Section 5 hereof, if any amount payable to Executive pursuant to Section 5 would be nondeductible by the Company under Section 162(m) of the Code if paid in the year of Executive’s termination, the Company shall have the option of paying such nondeductible amount, with interest at the one-year treasury bill rate as in effect on the date of such termination as reported in the Wall Street Journal, on the first day of the second calendar quarter in the year following such termination.

8. Full Discharge of Company Obligations.

Except as expressly provided in the last sentence of this Section 8, the amounts payable to Executive pursuant to Section 5 following termination of his employment (including amounts payable with respect to Vested Benefits) shall be in full and complete satisfaction of Executive’s rights under Section 5 of this Agreement and any other claims he may have in respect of his employment by the Company or any of its affiliates. Such amounts shall constitute liquidated damages with respect to any and all such rights and claims and, upon Executive’s receipt of such amounts, the Company shall be released and discharged from any and all liability to Executive in connection with Section 5 of this Agreement or otherwise in connection with Executive’s employment with the Company and its affiliates. In no event shall Executive be obligated to seek other employment or take any action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Executive obtains other employment. Nothing in this Section 8 shall be construed to release the Company from its obligation to indemnify Executive as provided in Section 4(e) hereof.

9. Noncompetition, Confidentiality and Other Covenants.

By and in consideration of the compensation and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, Executive agrees to the following:

The Company shall, in its sole discretion, have the right to enforce or waive the terms of this provision in connection with the Restriction Period. If the Company exercises its right to enforce this provision for the Restriction Period, the Company will provide Executive with written notice of its intent to enforce such provision within fifteen (15) days following the Company’s receipt of the Notice of Termination from Executive and the Company agrees to pay Executive an amount equal to one year of Executive’s then current Base Salary plus one year of Executive’s then current Target Bonus as compensation for the Restriction Period. Such amount shall be paid to Executive in equal monthly installments during the Restriction Period. Executive agrees that the terms of the Restriction Period are reasonable and that this compensation is above and beyond any amounts necessary to support the terms of the Restriction Period as set forth herein.

(b) Confidentiality. Without the prior written consent of the Company, except in the course of performing his duties hereunder and except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency, Executive shall not disclose to any third person, or permit the use of for the benefit of any person or any entity other than the Company or its affiliates, any trade secrets, customer lists, information regarding product development, marketing plans, sales plans, management organization information (including data and other information relating to members of the Board and management), operating policies or manuals, business plans, financial records, or other financial, organizational, commercial, business, sales, marketing, technical, product or employee information relating to the Company or its affiliates or information designated as confidential, proprietary, and/or a trade secret, or any other information relating to the Company or its affiliates that Executive knows from the circumstances, in good faith and good conscience, should be treated as confidential, or any information that the Company or its affiliates may receive belonging to customers, agents or others who do business with the Company or its affiliates, except to the extent that any such information previously has been disclosed to the public by the Company or is in the public domain (other than by reason of Executive’s violation of this Section 9(b)).

(c) Non-Solicitation of Employees. During the Employment Period and until the earlier of: (i) the last day of the one year period following any Voluntary Termination of the Employment Period by Executive pursuant to Section 5 hereof, or (ii) the date a Change of Control occurs, Executive shall not directly or indirectly solicit, encourage or induce any employee of the Company or its affiliates to terminate employment with such entity, and shall not directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise, employ or offer employment to any person who is or was employed by the Company or an affiliate thereof unless such person shall have ceased to be employed by such entity for a period of at least six months. Notwithstanding anything herein to the contrary, the terms of this Section 9(c) shall not apply in the event of any termination of employment following a Change of Control as provided for in Section 6 of this Agreement.

10. Miscellaneous.

(a) Survival. All of the provisions of Sections 5 (relating to termination of the Employment Period prior to a Change of Control), 6 (relating to termination of the Employment Period following a Change of Control, 9 (relating to noncompetition, confidentiality, nonsolicitation and Company property), 10(b) (relating to arbitration), 10(c) (relating to legal fees) and 10(n) (relating to governing law) of this Agreement shall survive the termination of this Agreement.

(d) Successors; Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Company and its successors. The Company shall require any successor to all or substantially all of the business and/or assets of the Company, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by an agreement in form and substance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform this Agreement if no such succession had taken place. This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by Executive otherwise than by will or the law of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(f) Entire Agreement. Exclusive of Executive’s offer letter dated April 23, 2001 (the “Offer Letter”), this Agreement constitutes the entire agreement between the parties hereto with respect to the matters referred to herein. This Agreement supersedes and replaces any prior employment or severance agreement or arrangement between the Company and Executive. No other agreement relating to the terms of Executive’s employment by the Company, oral or otherwise, shall be binding between the parties unless it is in writing and signed by the party against whom enforcement is sought. There are no promises, representations, inducements or statements between the parties other than those that are expressly contained herein and in the Offer Letter. Executive acknowledges that he is entering into this Agreement of his own free will and accord, and with no duress, and that he has read this Agreement and that he understands it and its legal consequences.


If to the Company:		The Hartford Financial Services Group, Inc.
		Law Department, HO-1-09
		Hartford Plaza
		Hartford, CT 06115
		Attention: Corporate Secretary
with a copy to:		Debevoise & Plimpton

875 Third Avenue

New York, NY 10022

Attn: Lawrence K. Cagney, Esq.

If to Executive: The home address of Executive shown on the records of the Company

(k) Headings. Headings to provisions of this Agreement are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation hereof.

(l) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and Executive has hereunto set his hand, as of the day and year first above written.

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

/s/ Ann M. de Raismes
____________________________________
By: Ann M. de Raismes
Title: Executive Vice President, Human Resources

EXECUTIVE:

:
/s/ David M. Johnson
____________________________________
David M. Johnson

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

W I T N E S S E T H:

WHEREAS, the Company and Executive entered into an Employment Agreement dated as of March 20, 2001 (the “Commencement Date”), in accordance with which Executive is performing substantial services for the Company; and

WHEREAS, the Company and Executive desire to amend and restate that Employment Agreement, effective as of the date first written above;

1. Employment.

(a) Agreement to Employ. Upon the terms and subject to the conditions of this Agreement, the

Company hereby agrees to employ Executive and Executive hereby agrees to commence his employment by the Company.

2. Position and Duties.

During the Employment Period, Executive shall serve as Executive Vice President, General Counsel and as a member of the Office of the Chairman of the Company, and/or in such other position or positions with the Company or its affiliates commensurate with his position and experience as the Board of Directors of the Company (the “Board”) shall from time to time specify. During the Employment Period, Executive shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Board or the Chairman shall from time to time specify. Executive shall devote his full time to the services required of him hereunder, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, and shall use his best efforts, judgment, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and interests of the Company and its affiliates. During the Employment Period, Executive shall comply with the Code of Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as in effect on the date hereof and as hereafter amended, nothing contained herein shall preclude Executive from (a) serving on the board of directors of any business corporation with the consent of the Board, (b) serving on the board of, or working for, any charitable or community organization, or (c) pursuing his personal financial and legal affairs, so long as the foregoing activities, individually or collectively, do not interfere with the performance of Executive’s duties hereunder or violate any of the provisions of Section 9 hereof.

3. Compensation.

4. Benefits, Perquisites and Expenses.

(a) Benefits. During the Employment Period, Executive (and, to the extent applicable, his dependents) shall be eligible to participate in or be covered under (i) each welfare benefit plan or program maintained or as hereafter amended or established by the Company or its applicable affiliates, including, without limitation, each group life, hospitalization, medical, dental, health, accident or disability insurance or similar plan or program of thereof that is available to Tier 1 executives, and (ii) each applicable pension, retirement, savings, deferred compensation, stock purchase or other similar plan or program maintained or as hereafter amended or established by the Company or its applicable affiliates, in each case to the extent that Executive is eligible to participate in any such plan or program under the generally applicable provisions thereof. Nothing in this Section 4(a) shall limit the Company’s right to amend or terminate any such plan or program in accordance with the procedures set forth therein or as permitted by applicable law.

(b) Perquisites. For each calendar year during the Employment Period, Executive shall be entitled to at least the number of paid vacation days per year that a Tier 1 Executive is entitled to as of the date hereof, and shall also be entitled to receive such other perquisites as are generally provided to similarly situated Tier 1 executives as of the date hereof or are hereafter provided to other similarly situated Tier 1 senior executives of the Company in accordance with the then current policies and practices of the Company.

(d) Office and Support Staff. During the Employment Period, Executive shall be entitled to an office with furnishings and other material appointments, and to secretarial and other assistance, at a Tier 1 level and that is at least commensurate to similarly situated executives as of the date hereof or is hereafter provided to other similarly situated senior executives of the Company.

5. Termination of Employment.

(c) Benefits Payable Upon Termination; Rules for Determining Reason for Termination.

(ii) Rules for Determining Reason for Termination.

BENEFITS PAYABLE : NON-CHAN

GE OF CONTROL

BENEFIT:

Accrued Salary

Pro Rata Target
Bonus

Severance Payment

Equity Awards

Vested Benefits

Vested Benefits
Enhancement (only
applicable in the
event that
Executive’s
employment by the
Company terminates
prior to July 1,
2009)

Welfare
Benefits
Continuation

FORM OF PAYMENT:

Lump Sum

Determined Under
the Applicable Plan

Lump Sum

Determined Under
the Applicable Plan

Termination For
Cause

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Not
Available

Options /Restricted
Stock:

Payable

Termination Without
Cause

Payable

Other Equity
Awards: Determined
Under the
Applicable Plan

Determined Under
the Applicable Plan

Payable

Available

Voluntary
Termination

Payable

Determined Under
the Applicable Plan

Not
Payable

Determined Under
the Applicable Plan

Not Payable

Not Available

Termination Due to
Retirement

Payable

Determined Under
the Applicable Plan

Not Payable

Determined Under
the Applicable Plan

Not Payable

Available

Termination Due to
Disability

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Available

Termination Due to
Death

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Not Available

(d) Definitions.

“Available” means that the particular benefit shall be made available to Executive to the extent specifically provided herein or required by applicable law.

“ERPs” means any excess cash balance retirement plans maintained or as hereafter amended or established by the Company or its applicable affiliates.

“ESPs” means any excess investment and savings plans maintained or as hereafter amended or established by the Company or its applicable affiliates.

“Lump Sum” means a single lump sum cash payment.

“Not Available” means that the particular benefit shall be not be made available to Executive, except to the extent required by applicable law.

“Notice of Termination” means (i) in the case of a Termination For Cause, a written notice given by the Company to Executive within 30 calendar days of the Company’s having actual knowledge of the events giving rise to such Termination For Cause, (ii) in the case of a Termination Without Cause, a written notice given by the Company to Executive at least 30 calendar days before the effective date of such Termination Without Cause, and (iii) in the
case of a Voluntary Termination, a written notice given by Executive to the Company indicating the effective date of Executive’s termination of the Employment Period in such Voluntary Termination, such effective date to be no earlier than 30 days following the date such notice is received by the Company from Executive.

“Termination Due to Death” means a termination of Executive’s employment due to the death of Executive.

“Termination For Cause” means a termination of Executive’s employment by the Company for any of the following reasons: (i) Executive is convicted of or enters a plea of guilty or nolo contendere to a felony, a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the business of the Company or its affiliates; (ii) in the performance of his duties hereunder or otherwise to the detriment of the Company or its affiliates, Executive engages in (A) willful misconduct, (B) willful or gross neglect, (C) fraud, (D) misappropriation, (E) embezzlement, or (F) theft; (iii) Executive willfully fails to adhere to the policies and practices of the Company or devote substantially all of his business time and effort to the affairs thereof, or disobeys the directions of the Board to do either of the foregoing; (iv) Executive breaches this Agreement in any material respect; (v) Executive is adjudicated in any civil suit to have committed, or acknowledges in writing or in any agreement or stipulation his commission, of any theft, embezzlement, fraud or other intentional act of dishonesty involving any other person; or (vi) Executive willfully violates the Code of Conduct of the Company. Executive shall be permitted to respond and defend himself before the Board within 30 days after delivery to Executive of written notification of any proposed Termination For Cause that specifies in detail the reasons for such termination. If the majority of the members of the Board (excluding Executive) do not confirm that the Company had grounds for a Termination For Cause within 30 days after Executive has had his hearing before the Board, Executive shall have the option of treating his employment as not having terminated or as having been terminated in a Termination Without Cause.

“Vested Benefits” means amounts that are vested or that Executive is otherwise entitled to receive, without the performance by Executive of further services or the resolution of a contingency, under the terms of or in accordance with any investment and savings plan or cash balance retirement plan (including any plan providing retiree medical benefits) of the Company or its affiliates, and any ERPs or ESPs related thereto, and any deferred compensation or employee stock purchase plan or similar plan or program of the Company or its affiliates.

6. Termination Following a Change of Control.

This Section 6 shall apply (instead of Section 5) during the period commencing upon a Change of Control and continuing until the second anniversary thereof.

(c) Benefits Payable Upon Termination; Rules for Determining Reason for Termination.

(i) Benefits Payable Upon Termination.

(ii) Rules for Determining Reason for Termination.

(B) No Termination Due to Retirement shall be treated as a Voluntary Termination for purposes of this Section 6.

(C) Notwithstanding any provision in this Agreement to the contrary, in the event of a Change of Control as described in clause (iii) or clause (iv) of the definition of the term Change of Control in Section 6(d) of this Agreement, if the employment of Executive involuntarily terminates on or after the date of a shareholder approval described in either of such clauses but before the date of a consummation described in either of such clauses, the date of termination of Executive’s employment shall be deemed for purposes of this Agreement to be the day following the date of the applicable consummation.

}

BENEFITS PAYABLE: CHANGE OF CONTROL

Vested Benefits

Enhancement (only

applicable in the

event that

Executive’s

employment by the

Company terminates

Pro Rata Target

prior to July 1,

Welfare

BENEFIT

Accrued Salary

Bonus

Severance Payment

Equity Awards

Vested Benefits

2009)

Benefits Continuation

FORM OF PAYMENT

Lump Sum

Determined Under
the Applicable Plan

Lump Sum

Determined Under the
Applicable Plan

Termination For
Cause

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Not Available

Termination Without
Cause

Payable

Determined Under
the Applicable Plan

Payable

Available

Voluntary
Termination

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Not Available

Termination For
Good Reason

Payable

Determined Under
the Applicable Plan

Payable

Available

Termination Due to
Retirement

Payable

Determined Under
the Applicable Plan

Not Payable

Determined Under
the Applicable Plan

Not Payable

Available

Termination Due to
Disability

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Available

Termination Due to
Death

Payable

Not Payable

Determined Under
the Applicable Plan

Determined Under
the Applicable
Plan

Not Payable

Not Available

(d) Definitions.

“Change of Control” means:

(iii)any merger, consolidation, recapitalization or reorganization of the Company approved by the stockholders of the Company shall be consummated, other than any such transaction immediately following which the persons who were the Beneficial Owners of the outstanding securities of the Company entitled to vote in the election of directors of the Company immediately prior to such transaction are the Beneficial Owners of at least 55% of the total voting power represented by the securities of the entity surviving such transaction entitled to vote in the election of directors of such entity (or the ultimate parent of such entity) in substantially the same relative proportions as their ownership of the securities of the Company entitled to vote in the election of directors of the Company immediately prior to such transaction; provided that, such continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such threshold (or to preserve such relative voting power) is due solely to the acquisition of voting securities by an employee benefit plan of the Company, such surviving entity or any subsidiary of such surviving entity:

“Not Payable” means that a particular benefit shall not be paid or otherwise provided to Executive.

“Payable” means that a particular benefit shall be paid to Executive in the amount, at the time, and in the form specified herein.

“Termination For Good Reason” means the occurrence of any of the following after the occurrence of a Change of Control:

(iv) any failure by the Company to obtain the assumption and agreement to perform this Agreement by a successor as contemplated by Section 10(d) hereof; or

“Vested Benefits Enhancement” means (i) a cash amount equal to the present value, calculated using a discount rate equal to the then prevailing applicable Federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”), of the additional retirement benefits that would have been payable or available to Executive under any ERPs, based on (A) the age and service Executive would have attained or completed had Executive continued in the Company’s employ until the third anniversary of the occurrence of the Change of Control, and (B) where compensation is a relevant factor, his pensionable compensation as of the Date of Termination, such compensation to include, on the same terms as apply to other executives, any Severance Payment made to Executive, (ii) solely for purposes of vesting in any benefits under any ESPs, Executive shall be treated as having continued in the Company’s employ until the third anniversary of the occurrence of such Change of Control, and (iii) solely for purposes of determining eligibility for retiree medical benefits under any retirement plan or any retiree welfare benefit plan, policy or program of the Company or its affiliates, and any ERPs related thereto, Executive shall be treated as having continued in the Company’s employ until the third anniversary of the occurrence of such Change of Control and to have retired on the last day of such period. A Vested Benefits Enhancement shall only be applicable in the event that Executive’s employment by the Company terminates prior to July 1, 2009.

“Voluntary Termination” means a termination of employment by Executive other than a Termination For Good Reason, a Termination Due to Disability by Executive, or a Termination Due to Death.

(f) Certain Further Payments by Company.

(ii) Applicable Rules. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax,

(B) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

(iv) Repayment or Additional Payment in Certain Circumstances.

7. Timing of Payments.

Accrued Salary shall be paid no later than 10 days following the termination of the Employment Period. Severance Payments and Vested Benefits Enhancements, together with interest thereon based on prevailing short term rates for the period between the date of payment and the termination of the Employment Period, shall be paid during the 10 day period following the six month anniversary of the termination of the Employment Period, unless earlier payment is permitted in accordance with guidance provided under Section 409A of the Code. Pro-Rata Target Bonus shall be paid as follows: (a) if the Employment Period terminates in the first, second or third calendar quarter of any particular calendar year, then the Pro-Rata Target Bonus shall be paid no later than 10 days following the termination of the Employment Period; or (b) if the Employment Period terminates in the fourth calendar quarter of any particular calendar year, then the Pro-Rata Target Bonus shall be paid no later than the same time as similar awards are paid to other executives participating in the plans or programs under which the awards are paid, but in no event later than March 31 of the calendar year following the end of such fourth calendar quarter. Vested Benefits and Equity Awards shall be paid no later than the time for payment Determined Under the Applicable Plan except as otherwise expressly superseded or modified by this Agreement. Tax Reimbursement Payments shall be paid at the time specified in Section 6 hereof. Notwithstanding the foregoing, solely for purposes of amounts payable pursuant to Section 5 hereof, if any amount payable to Executive pursuant to Section 5 would be nondeductible by the Company under Section 162(m) of the Code if paid in the year of Executive’s termination, the Company shall have the option of paying such nondeductible amount, with interest at the one-year treasury bill rate as in effect on the date of such termination as reported in the Wall Street Journal, on the first day of the second calendar quarter in the year following such termination.

8. Full Discharge of Company Obligations.

9. Noncompetition, Confidentiality and Other Covenants.

By and in consideration of the compensation and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, Executive agrees to the following:

(c) Non-Solicitation of Employees. During the Employment Period and until the earlier of: (i) the last day of the one year period following any Voluntary Termination of the Employment Period by Executive pursuant to Section 5 hereof, or (ii) the date a Change of Control occurs, Executive shall not directly or indirectly solicit, encourage or induce any employee of the Company or its affiliates to terminate employment with such entity, and shall not directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise, employ or offer employment to any person who is or was employed by the Company or an affiliate thereof unless such person shall have ceased to be employed by such entity for a period of at least six months. Notwithstanding anything herein to the contrary, the terms of this Section 9(c) shall not apply in the event of any termination of employment following a Change of Control as provided for in Section 6 of this Agreement.

(e) Injunctive Relief and Other Remedies with Respect to Covenants. Executive acknowledges and agrees that the covenants and obligations of Executive with respect to noncompetition, confidentiality, nonsolicitation, and Company property relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company (i) shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining Executive from committing any violation of the covenants and obligations contained in this Section 9, and (ii) shall have no further obligation to pay unearned compensation, incentive awards, unvested awards, or bonus payments to Executive hereunder following any material violation of the covenants and obligations contained in this Section 9. These remedies are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity. In connection with the foregoing provisions of this Section 9, Executive represents that his economic means and circumstances are such that such provisions will not prevent him from providing for himself and his family on a basis satisfactory to him. Notwithstanding the foregoing, in no event shall an asserted violation of the provisions of this Section constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement following a Change of Control.

10. Miscellaneous.


If to the Company:		The Hartford Financial Services Group, Inc.
		Law Department, HO-1-09
		Hartford Plaza
		Hartford, CT 06115
		Attention: Corporate Secretary
with a copy to:		Debevoise & Plimpton

875 Third Avenue

New York, NY 10022

Attn: Lawrence K. Cagney, Esq.

If to Executive: The home address of Executive shown on the records of the Company

(k) Headings. Headings to provisions of this Agreement are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation hereof.

(l) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and Executive has hereunto set his hand, as of the day and year first above written.

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

/s/ Ann M. de Raismes____________________
By: Ann M. de Raismes

Title: Executive Vice President, Human Resources

EXECUTIVE:

/s/ Neal S. Wolin________________________
Neal S.Wolin

FORM OF KEY EXECUTIVE EMPLOYMENT PROTECTION AGREEMENT

THIS AGREEMENT, dated as of , 200_, by and between The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”), and (“Executive”).

W I T N E S S E T H
:

WHEREAS, the Company and/or one or more subsidiaries thereof (the “Subsidiaries”) have employed Executive in an officer position and has determined that Executive holds an important position with the Company;

WHEREAS, the Company believes that, in the event it is confronted with a situation that could result in a change in ownership or control of the Company, continuity of management will be essential to its ability to evaluate and respond to such situation in the best interests of shareholders;

WHEREAS, the Company understands that any such situation will present significant concerns for Executive with respect to Executive’s financial and job security;

WHEREAS, the Company desires to assure itself of Executive’s services during the period in which it is confronting such a situation, and to provide Executive with certain financial assurances to enable Executive to perform the responsibilities of Executive’s position without undue distraction and to exercise judgment without bias due to Executive’s personal circumstances; and

WHEREAS, to achieve these objectives, the Company and Executive desire to enter into an agreement providing the Company and Executive with certain rights and obligations upon the occurrence of a Change of Control (as defined in Section 2 hereof).

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is hereby agreed by and between the Company and Executive as follows:

1. Effective Date of Agreement.

The effective date of this Agreement (the “Effective Date”) shall be the date on which a Change of Control occurs; provided that if Executive is not actively employed by the Company on the Effective Date, this Agreement shall be void and without effect.

2. Certain Applicable Definitions.

(a) Beneficial Owner. For purposes of this Agreement, “Beneficial Owner” means any Person who, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” (within the meaning of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Act”)) of any securities of a company, including any such right pursuant to any agreement, arrangement or understanding (whether or not in writing), provided that: (i) a Person shall not be deemed the Beneficial Owner of any security as a result of an agreement, arrangement or understanding to vote such security (A) arising solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the Act and the applicable rules and regulations thereunder, or (B) made in connection with, or to otherwise participate in, a proxy or consent solicitation made, or to be made, pursuant to, and in accordance with, the applicable provisions of the Act and the applicable rules and regulations thereunder, in either case described in clause (A) or (B) above, whether or not such agreement, arrangement or understanding is also then reportable by such Person on Schedule 13D under the Act (or any comparable or successor report); and (ii) a Person engaged in business as an underwriter of securities shall not be deemed to be the Beneficial Owner of any security acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition.

(b) Change of Control. For purposes of this Agreement, “Change of Control” means:

(ii) any Person, other than the Company or a subsidiary of the Company or any employee benefit plan sponsored by the Company or a subsidiary of the Company shall purchase shares pursuant to a tender offer or exchange offer to acquire any stock of the Company (or securities convertible into stock) for cash, securities or any other consideration, provided that after consummation of the offer, the Person in question is the Beneficial Owner of fifteen percent or more of the outstanding stock of the Company entitled to vote in the election of directors of the Company (calculated as provided in paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire stock);

(v) within any 24 month period, the persons who were directors of the Company immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the board of directors of the Company (the “Board”) or the board of directors of any successor to the Company, provided that any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director (A) was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors

either actually or by prior operation of this clause (v), and (B) was not designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (iii) or clause (iv) of Section 2(b) of this Agreement.

(c) Person. For purposes of this Agreement, “Person” has the meaning ascribed to such term in Section 3(a)(9) of the Act, as supplemented by Section 13(d)(3) of the Act; provided, however, that Person shall not include: (i) the Company, any subsidiary of the Company or any other Person controlled by the Company, (ii) any trustee or other fiduciary holding securities under any employee benefit plan of the Company or of any subsidiary of the Company, or (iii) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of securities of the Company.

3. Employment Period.

Subject to Section 7 of this Agreement, the Company agrees to continue Executive in the employ of the Company and/or the Subsidiary, and Executive agrees to remain in the employ thereof, for the period commencing on the Effective Date and ending on the second anniversary of the date on which a Change of Control occurs (the “Employment Period”). Notwithstanding the foregoing, if, prior to the Effective Date, Executive is demoted to a position lower than the position held by Executive as of the date first above written, or is otherwise determined by the chairman of the Company (the “Chairman”) prior to the Effective Date to hold a position inappropriate for coverage under this Agreement, this Agreement shall be void and without effect, unless the Board, any appropriate committee thereof, or the Chairman declares that this Agreement shall continue in effect by written notice delivered to Executive within 60 days following such demotion or determination.

4. Position and Duties.

(a) No Reduction in Position. During the Employment Period, Executive’s position (including titles and tier), authority and responsibilities shall be at least commensurate with those held, exercised and assigned immediately prior to the Effective Date. It is understood that, for purposes of this Agreement, such position, authority and responsibilities shall not be regarded as not commensurate merely by virtue of the fact that a successor shall have acquired all or substantially all of the business and/or assets of the Company as contemplated by Section 10(d) of this Agreement.

(b) Business Time. On and after the Effective Date, Executive agrees to devote full attention during normal business hours to the business and affairs of the Company and to use best efforts to perform faithfully and efficiently the responsibilities assigned to Executive hereunder, to the extent necessary to discharge such responsibilities, except for: (i) time spent (A) serving on the board of directors of any business corporation with the consent of the Board, any appropriate committee of the Board, or the Chairman, (B) serving on the board of, or working for, any charitable or community organization (with the consent of the Board, any appropriate committee of the Board, or the Chairman if any such service or work is to be performed during normal business hours), or (C) pursuing Executive’s personal financial and legal affairs, so long as the foregoing activities, individually or collectively, do not substantially interfere with the performance of Executive’s responsibilities hereunder or violate any of the provisions of Section 9 hereof, and (ii) periods of vacation, sick leave or other leave to which Executive is entitled under the programs and policies of the Company that apply to similarly situated executives. It is expressly understood and agreed that Executive’s continuing to serve on any boards and committees on which Executive is serving or with which Executive is otherwise associated immediately preceding the Effective Date shall not be deemed to interfere substantially with the performance of Executive’s responsibilities hereunder.

5. Compensation.

(a) Base Salary. During the Employment Period, the Company and/or the Subsidiaries shall pay Executive a base salary at an annual rate no less than the annual rate in effect immediately prior to the Effective Date. Such base salary shall be reviewed at least once during each calendar year of the Employment Period, and may be increased at any time and from time to time by action of the Board or any appropriate committee thereof or any individual having authority to take such action in accordance with the Company’s regular practices, but shall not be reduced below the annual rate in effect immediately prior to the Effective Date. Executive’s base salary, as it may be increased from time to time, shall be referred

to herein as “Base Salary.” Neither the Base Salary nor any increase in Base Salary after the Effective Date shall serve to limit or reduce any obligation of the Company hereunder.

(b) Annual Bonus. For each calendar year ending during the Employment Period, Executive shall have the opportunity to earn and receive an annual bonus, based on the achievement of target levels of performance, equal to no less than the percentage of Executive’s Base Salary used to calculate such bonus immediately prior to the Effective Date. Executive’s annual bonus opportunity, as it may be increased from time to time during the Employment Period, shall be referred to herein as “Target Bonus.” The actual bonus, if any, payable for any calendar year during the Employment Period shall be determined in accordance with the terms of the Company’s Annual Executive Bonus Program or any successor annual incentive plan (the “Annual Plan”) based upon the performance of the Company and/or its applicable affiliates and/or Executive against target objectives established under such Annual Plan. Subject to Executive’s election to defer all or a portion of any annual bonus payable hereunder pursuant to the terms of any deferred compensation, deferred restricted stock or savings plan or other similar arrangement maintained or established by the Company or its affiliates and made available to Executive, any annual bonus payable under this Section 5(b) shall be paid to Executive in accordance with the terms of the Annual Plan.

(c) Long-term Incentive Compensation. During the Employment Period, Executive shall participate in all of the Company’s existing and future long-term incentive compensation programs for key executives at a level commensurate with Executive’s participation in such programs immediately prior to the Effective Date, or, if more favorable to the Executive, at the level made available to Executive or other similarly situated executives at any time thereafter.

6. Benefits, Perquisites and Expenses.

(a) Benefits. During the Employment Period, Executive (and, to the extent applicable, his or her dependents) shall be entitled to participate in or be covered under: (i) each welfare benefit plan maintained or as hereafter amended or established by the Company or its applicable affiliates, including, without limitation, each group life, hospitalization, medical, dental, health, accident or disability insurance or similar plan or program thereof, and (ii) each pension, retirement, savings, deferred compensation, deferred restricted stock, stock purchase or other similar plan or program maintained or as hereafter amended or established by the Company or its applicable affiliates, in each case at a level commensurate with the Executive’s participation in such plans or programs immediately prior to the Effective Date, or, if more favorable to the Executive, at the level made available to Executive or other similarly situated executives at any time thereafter.

(b) Perquisites. For each calendar year during the Employment Period, Executive shall be entitled to no less than the number of paid vacation days per year that Executive was entitled to immediately prior to the Effective Date, and shall also be entitled to receive such other perquisites commensurate with those generally provided to Executive immediately prior to the Effective Date, or, if more favorable to the Executive, at the level made available from time to time to Executive or other similarly situated executives at any time thereafter.

(c) Business Expenses. During the Employment Period, the Company shall pay or reimburse Executive for all reasonable business expenses incurred or paid by Executive in the performance of Executive’s duties, upon presentation of expense statements or vouchers and such other information as the Company
may require and in accordance with the generally applicable policies and procedures of the Company as in effect immediately prior to the Effective Date, or, if more favorable to the Executive, in accordance with the policies and procedures in effect at any time thereafter.

(d) Office and Support Staff. During the Employment Period, Executive shall be entitled to an office with furnishings and other material appointments, and to secretarial and other assistance, at a level commensurate with the foregoing provided immediately prior to the Effective Date, or, if more favorable to the Executive, in accordance with the policies and procedures in effect at any time thereafter.

(e) Indemnification. The Company shall indemnify Executive and hold Executive harmless from and against any claim, loss or cause of action, regardless whether asserted during or after the Employment Period, arising from or out of Executive’s performance as an officer, director or employee of the Company or any of its affiliates or in any other capacity, including any fiduciary capacity, in which Executive serves at the request of the Company, to the maximum extent permitted by applicable law and under the Certificate of Incorporation and By-Laws of the Company, as may be amended from time to time (the “Governing Documents”), provided that in no event shall the protection afforded to Executive be less than that afforded under the Governing Documents as in effect immediately prior to the Effective Date.

7. Early Termination of the Employment Period.

(a) Termination. Notwithstanding Section 3 hereof, the Employment Period shall end upon the earliest to occur of: (i) a Termination For Cause, (ii) a Termination Without Cause, (iii) a Termination For Good Reason, (iv) a Voluntary Termination, (v) a Termination Due to Retirement, (vi) a Termination Due to Disability, or (vii) a Termination Due to Death.

(b) Notice of Termination. Communication of termination of the Employment Period shall be made to the other party by Notice of Termination (as defined in this Section 7) in the case of: (i) a Termination For Cause, (ii) a Termination Without Cause, (iii) a Termination For Good Reason, or (iv) a Voluntary Termination.

(c) Benefits Payable Upon Termination; Rules for Determining Reason for Termination.

(i) Benefits Payable Upon Termination.

(A) Following the end of the Employment Period, Executive (or in the event of the Executive’s death, his or her surviving spouse, if any, or if none, his or her estate) shall be paid the type or types of
compensation determined to be payable in accordance with the following table, such payment to be made in the form specified in such table and at the time established pursuant to Section 8 hereof. Capitalized terms used in such table shall have the meanings set forth in Section 7(d) hereof.

(B) The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations under this Agreement shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Executive obtains other employment.

(ii) Rules for Determining Reason for Termination.

(A) No Termination Without Cause or Termination For Good Reason shall be treated as a Termination Due to Retirement or a Termination Due to Disability for purposes of any Pro Rata Target Bonus, Severance Payment, Equity Awards or Vested Benefits Enhancement, notwithstanding the fact that, either on, before or after the Date of Termination with respect thereto, (I) Executive was eligible for Retirement as defined in The Hartford Investment and Savings Plan, as may be amended from time to time, or any successor plan thereof (the “Savings Plan”), (II) Executive requested to be treated as a retiree for purposes of the Savings Plan or any other plan or program of the Company or its affiliates, or

(III) Executive or the Company could have terminated Executive’s

employment in a Termination Due to Disability hereunder.

(B) No Termination Due to Retirement shall be treated as a Voluntary Termination.
(C) Notwithstanding any provision in this Agreement to the contrary, in the event of a Change of Control as described in Section 2(b)(iii) or Section 2(b)(iv) hereof, if the employment of Executive involuntarily terminates on or after the date of a shareholder approval described in either of such Sections but before the date of a consummation described in either of such Sections, the date of termination of Executive’s employment shall be deemed for purposes of this Agreement to be the day following the date of the applicable consummation.

BENEFITS PAYABLE

BENEFIT

Accrued Salary

Pro Rata Target
Bonus

Severance Payment

Equity Awards

Vested Benefits

Vested Benefits
Enhancement (only
applicable in the
event that
Executive’s
employment by the
Company and/or the
Subsidiaries
terminates prior to
July 1, 2009)

Welfare
Benefits
Continuation

FORM OF PAYMENT

Lump Sum

Lump
Sum

Determined Under
the Applicable Plan

Lump Sum

Determined Under
the Applicable Plan

Termination
For Cause

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Not Available

Termination Without
Cause

Payable

Determined Under
the Applicable Plan

Payable

Available

Termination For
Good Reason

Payable

Determined Under
the Applicable Plan

Payable

Available

Voluntary
Termination

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Not Available

Termination Due to
Retirement

Payable

Determined Under
the Applicable Plan

Not
Payable

Determined Under
the Applicable Plan

Not Payable

Available

Termination Due to
Disability

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Available

Termination Due to
Death

Payable

Not Payable

Determined Under
the Applicable Plan

Not Payable

Not Available

(d) Definitions. For purposes of this Agreement, the following capitalized terms used herein shall have the following meanings:

“Accrued Salary” means Base Salary earned, but unpaid, for services

rendered to the Company and/or the Subsidiaries on or prior to the Date of Termination (other than Base Salary deferred pursuant to Executive’s election under the terms of any applicable Company plan or program), plus any vacation pay accrued by Executive as of such date.

“Available” means that a particular benefit shall be made available to Executive to the extent specifically provided herein or required by applicable law.

“Date of Termination” means: (i) in the case of a termination for which a Notice of Termination is required, the date of receipt of such Notice of Termination, or, if later, the date specified therein, as the case may be, or (ii) in all other cases, the actual date on which Executive’s employment terminates during the Employment Period.

“Determined Under the Applicable Plan” means that the determination of whether a particular benefit shall or shall not be paid to Executive, and, where specifically provided by this Agreement, the timing or form of any benefit payment, shall be made solely by application of the terms of the plan or program providing such benefit, except to the extent that the terms of such plan or program are expressly superseded or modified by this Agreement.

“Equity Awards” means the outstanding stock option, restricted stock, restricted stock unit, deferred restricted stock, performance share, performance unit, and other equity or long-term incentive compensation awards, if any, held by Executive as of the Date of Termination.

“ERPs” means any excess retirement plans maintained or as hereafter amended or established by the Company or its applicable affiliates.

“ESPs” means any excess investment and savings plans maintained or as hereafter amended or established by the Company or its applicable affiliates.

“Lump Sum” means a single lump sum cash payment.

“Not Available” means that the particular benefit shall not be made available to Executive, except to the extent required by applicable law.

“Not Payable” means that the particular benefit shall not be paid or otherwise provided to Executive.

“Notice of Termination” means: (i) in the case of a Termination For Cause, a written notice given by the Company to Executive, within 30 calendar days of the Company’s having actual knowledge of the events giving rise to such Termination For Cause, (ii) in the case of a Termination Without Cause, a written notice given by the Company to Executive at least 30 calendar days before the effective date of such Termination Without Cause, (iii) in the case of a Termination For Good Reason, a written notice given by Executive to the Company within 180 days of Executive’s having actual knowledge of the events giving rise to such Termination For Good Reason, and which (A) indicates the specific termination provision in this Agreement relied upon, (B) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (C) if the applicable Date of Termination is other than the date of receipt of such notice, specifies such Date of Termination (which date shall be not more than 15 days after the giving of such notice), provided that the failure by Executive to set forth in such Notice of Termination any fact or circumstance that contributes to a showing of Good Reason shall not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing his or her rights hereunder, or (iv) in the case of a Voluntary Termination, a written notice given by Executive to the Company at least 30 calendar days before the Date of Termination specified therein.

“Payable” means that a particular benefit shall be paid to Executive in the amount, at the time, and in the form specified herein.

“Pro-Rata Target Bonus” means an amount equal to the product of: (i) Executive’s Target Bonus under Section 5(b) for the calendar year in which the Date of Termination occurs, multiplied by (ii) a fraction (the “Service Fraction”), the numerator of which is equal to the number of rounded months (rounded to the nearest number of whole months) in such calendar year which have elapsed as of such Date of Termination, and the denominator of which is 12; provided that, if the Date of Termination occurs in the last quarter of any calendar year, Pro-Rata Target Bonus shall mean the amount determined under the foregoing formula or, if greater, the product of: (A) the bonus that would have been paid to Executive based on actual performance for such calendar year, multiplied by (B) the Service Fraction.

“Severance Payment” means a cash amount equal to two times the sum of: (i) Executive’s Base Salary at the rate in effect as of the Date of Termination, plus (ii) Executive’s Target Bonus amount under Section 5(b) hereof for the calendar year in which the Date of Termination occurs.

“Termination Due to Death” means a termination of Executive’s employment due to the death of Executive.

“Termination Due to Disability” means: (i) a termination of Executive’s employment by the Company as a result of a determination by the Board, the appropriate committee thereof or the Chairman that Executive has been incapable of substantially fulfilling the positions, duties, responsibilities and obligations set forth in this Agreement on account of physical, mental or emotional incapacity resulting from injury, sickness or disease for a period of (A) at least four consecutive months, or (B) more than six months in any twelve month period, or (ii) Executive’s termination of employment on account of Disability as defined in the Savings Plan.

“Termination Due to Retirement” means Executive’s termination of employment on account of Executive’s Retirement as defined in the Savings Plan.

“Termination For Cause” means the Company’s termination of Executive’s employment due to: (i) Executive’s conviction of a felony, (ii) an act or acts of extreme dishonesty or gross misconduct on Executive’s part which result or are intended to result in material damage to the Company’s business or reputation, or (iii) repeated material violations by Executive of his or her obligations under Section 4 of this Agreement, which violations are demonstrably willful and deliberate on the Executive’s part and which result in material damage to the Company’s business or reputation.

“Termination For Good Reason” means the occurrence of any of the following after the occurrence of a Change of Control:

(i) (A) the assignment to Executive of any duties inconsistent in any material adverse respect with Executive’s position, including titles, duties, authority or responsibilities as contemplated by Section 4 of this Agreement, or (B) any other material adverse change in such position, including titles, duties, authority or responsibilities;

(ii) any failure by the Company and/or the Subsidiaries to comply with any of the provisions of Sections 5 and 6 of this Agreement at a level of least equal to that in effect immediately preceding such Change of Control, other than an insubstantial or inadvertent failure remedied by the Company and/or the Subsidiaries promptly after receipt of notice thereof given by Executive;

(iii) the Company’s requiring Executive to be based at any office or location more than 25 miles from the location at which Executive performed the services specified under Section 4 hereof immediately prior to such Change of Control, except for travel reasonably required in the performance of Executive’s responsibilities;

(iv) any failure by the Company to obtain the assumption and agreement to perform this Agreement by a successor as contemplated by Section 10(d); or

(v) any attempt by the Company and/or the Subsidiaries to terminate Executive’s employment in a Termination For Cause that is determined in a proceeding pursuant to Section 9 or Section 10 hereof not to constitute a Termination For Cause.

Notwithstanding the foregoing, a termination of Executive’s employment shall not be treated as a Termination For Good Reason (I) if Executive shall have consented in writing to the occurrence of the event giving rise to the claim of Termination For Good Reason, or (II) if Executive shall have delivered a Notice of Termination to the Company, and the facts and circumstances specified therein as providing a basis for such Termination For Good Reason are cured by the Company within 10 days of its receipt of such Notice of Termination.

“Termination Without Cause” means any involuntary termination of Executive’s employment by the Company and/or the Subsidiaries, other than a Termination For Cause, a Termination Due to Disability by the Company or a Termination Due to Death.

“Vested Benefits” means amounts that are vested or that Executive is otherwise entitled to receive, without the performance by Executive of further services or the resolution of a contingency, under the terms of or in accordance with any investment and savings plan or retirement plan (including any plan providing retiree medical benefits) of the Company or its affiliates, and any ERPs or ESPs related thereto, and any deferred compensation or employee stock purchase plan or similar plan or program of the Company or its affiliates.

“Vested Benefits Enhancement” means: (i) a cash amount equal to the present value, calculated using a discount rate equal to the then prevailing applicable Federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”), of the additional retirement benefits that would have been payable or available to Executive under any ERPs, based on (A) the age and service Executive would have attained or completed had Executive continued in the employ of the Company and/or the Subsidiaries until the second anniversary of the Date of Termination, and (B) where compensation is a relevant factor, Executive’s pensionable compensation as of such Date of Termination, such compensation to include, on the same terms as apply to other executives, any Severance Payment made to Executive, (ii) solely for purposes of vesting in any benefits under any ESPs, Executive shall be treated as having continued in the employ of the Company and/or the Subsidiaries until the second anniversary of such Date of Termination, and (iii) solely for purposes of determining eligibility for retiree medical benefits under any retirement plan or any retiree welfare benefit plan, policy or program of the Company or its affiliates, and any ERPs related thereto, Executive shall be treated as having continued in the employ of the Company and/or the Subsidiaries until the second anniversary of the occurrence of such Change of Control and to have retired on the last day of such period. A Vested Benefits Enhancement shall only be applicable in the event that Executive’s employment by the Company and/or the Subsidiaries terminates prior to July 1, 2009.

“Voluntary Termination” means any voluntary termination of Executive’s employment by Executive, other than a Termination For Good Reason, a Termination Due to Retirement, or a Termination Due to Disability by Executive.

“Welfare Benefits Continuation” means that until the second anniversary of the Date of Termination, Executive and, if applicable, his or her dependents, shall be entitled to continue participation in the life and health insurance benefit plans of the Company or its affiliates in which Executive and/or such dependents were participating as of the Date of Termination, and such other welfare benefit plans thereof in which the Company or its affiliates are required by law to permit the participation of Executive and/or such dependents, (collectively, the “Welfare Benefit Plans”). Such participation shall be on the same terms and conditions (including the requirement that Executive pay any premiums generally paid by an employee) as would apply if Executive were still in the employ of the Company and/or the Subsidiaries; provided that the continued participation of Executive and/or the dependents of Executive in such Welfare Benefit Plans shall cease on such earlier date as Executive may become eligible for comparable welfare benefits provided by a subsequent employer. To the extent that Welfare Benefits Continuation cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide a comparable benefit under another plan or from the Company’s general assets.

(f) Certain Further Payments by Company.

(i) Tax Reimbursement Payment. In the event that any amount or benefit paid or distributed to Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to Executive by the Company or any affiliate (collectively, the “Covered Payments”), are or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any similar tax that may hereafter be imposed, the Company shall pay to Executive at the time specified in this Section an additional amount (the “Tax Reimbursement Payment”) such that the net amount retained by the Executive with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local income tax and other tax on the Tax Reimbursement Payment provided for by this Section, but before deduction for any Federal, state or local income or employment tax withholding on such Covered Payments, shall be equal to the amount of the Covered Payments.

(ii) Applicable Rules. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax:

(A) Such Covered Payments shall be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s independent certified public accountants appointed prior to the Effective Date or tax counsel selected by such accountants (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax; and

(B) The value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

(iii) Additional Rules. For purposes of determining the amount of the Tax Reimbursement Payment, the Executive shall be deemed to pay (A) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Tax Reimbursement Payment is to be made, and (B) any applicable state and local income and other taxes at the highest applicable marginal rate of taxation for the calendar year in which the Tax Reimbursement Payment is to be made, net of the maximum reduction in Federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year.

(iv) Repayment or Additional Payment in Certain Circumstances.

(A) Repayment. In the event that the Excise Tax is subsequently determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, Executive shall repay to the Company, at the time that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that would not have been paid if such lesser Excise Tax had been applied in initially calculating such Tax Reimbursement Payment. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be repaid to the Company has been paid to any Federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to Executive by the applicable tax authority.
Executive and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if Executive’s good faith claim for refund or credit is denied.

(v) Timing for Tax Reimbursement Payment. The Tax Reimbursement Payment (or portion thereof) provided for in this Section 7 shall be paid to Executive not later than 10 business days following the payment of the Covered Payments; provided, however, that if the amount of such Tax Reimbursement Payment (or portion thereof) cannot be finally determined on or before the date on which payment is due, the Company shall pay to Executive by such date an amount estimated in good faith by the Accountants to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but in no event later than 45 calendar days after payment of the related Covered Payment. To the extent that the amount of the estimated Tax Reimbursement Payment exceeds the amount subsequently determined to have been due, Executive shall pay such excess to the Company on the fifth business day after written demand by the Company for payment.

8. Timing of Payments.

Accrued Salary shall be paid no later than 10 days following the Date of Termination. Severance Payments and Vested Benefits Enhancements, together with interest thereon based on prevailing short-term rates for the period between the date of payment and the Date of Termination, shall be paid during the 10 day period following the six month anniversary of the Date of Termination, unless earlier payment is permitted in accordance with guidance provided under Section 409A of the Code. Pro-Rata Target Bonus shall be paid as follows: (a) if the Date of Termination occurs in the first, second or third calendar quarter of any particular calendar year, then the Pro-Rata Target Bonus shall be paid no later than 10 days following the Date of Termination, or (b) if the Date of Termination occurs in the fourth calendar quarter of any particular calendar year, then the Pro-Rata Target Bonus shall be paid no later than the same time as similar awards are paid to other executives participating in the plans or programs under which the awards are paid, but in no event later than March 31 of the calendar year following the end of such fourth calendar quarter. Vested Benefits and Equity Awards shall be paid no later than the time for payment Determined Under the Applicable Plan except as otherwise expressly superseded or modified by this Agreement. Tax Reimbursement Payments shall be paid at the time specified in Section 7 hereof.

9. Confidentiality and Other Covenants. By and in consideration of the compensation and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, Executive agrees to the following:

(a) Confidentiality. Without the prior written consent of the Company, except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency, Executive shall not disclose to any third person, or permit the use of for the benefit of any person or any entity other than the Company or its affiliates, any trade secrets, customer lists, information regarding product development, marketing plans, sales plans, management organization information (including data and other information relating to members of the Board and management), operating policies or manuals, business plans, financial records, or other financial, organizational, commercial, business, sales, marketing, technical, product or employee information relating to the Company or its affiliates or information designated as confidential, proprietary, and/or a trade secret, or any other information relating to the Company or its affiliates that Executive knows from the circumstances, in good faith and good conscience, should be treated as confidential, or any information that the Company or its affiliates may receive belonging to customers, agents or others who do business with the Company or its affiliates, except to the extent that any such information previously has been disclosed to the public by the Company or is in the public domain (other than by reason of Executive’s violation of this Section 9(a)).

(b) Company Property. Except as expressly provided herein, promptly following any termination of the Employment Period, Executive shall return to the Company all property of the Company, and all copies thereof in Executive’s possession or under his or her control.

(c) Injunctive Relief and Other Remedies with Respect to Covenants. Executive acknowledges and agrees that the covenants and obligations of Executive with respect to confidentiality and Company property relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining Executive from committing any violation of the covenants and obligations contained in this Section 9. These remedies are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity.

Notwithstanding the foregoing, in no event shall an asserted violation of the provisions of this Section constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement following a Change of Control.

10. Miscellaneous.

(a) Survival. All of the provisions of Sections 7 (relating to termination of the Employment Period following a Change of Control), 9 (relating to confidentiality and Company property), 10(b) (relating to arbitration), 10(c) (relating to legal fees and expenses) and 10(n) (relating to governing law) of this Agreement shall survive the termination of this Agreement.

(b) Arbitration. Except as provided in Section 9, any dispute or controversy arising under or in connection with this Agreement (excluding employment related disputes that do not involve this Agreement) shall be resolved by binding arbitration. Such arbitration shall be held in the city of Hartford, Connecticut and except to the extent inconsistent with this Agreement, shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration, and otherwise in accordance with the principles that would be applied by a court of law or equity. The arbitrator shall be acceptable to both the Company and Executive. If the parties cannot agree on an acceptable arbitrator, the dispute or controversy shall be heard by a panel of three arbitrators; one appointed by each of the parties and the third appointed by the other two arbitrators. The Company and Executive further agree that they will abide by and perform any award or awards rendered by the arbitrators and that a judgment may be entered on any award or awards rendered by any state or federal court having jurisdiction over the Company or Executive or any of their respective property.

(c) Legal Fees and Expenses. In any contest (whether initiated by Executive or by the Company) as to the validity, enforceability or interpretation of any provision of this Agreement, the Company shall pay Executive’s legal expenses (or cause such expenses to be paid) including, without limitation, Executive’s reasonable attorney’s fees, on a quarterly basis, upon presentation of proof of such expenses in a form acceptable to the Company, provided that Executive shall reimburse the Company for such amounts, plus simple interest thereon at the 90-day United States Treasury Bill rate as in effect from time to time, compounded annually, if Executive shall not prevail, in whole or in part, as to any material issue as to the validity, enforceability or interpretation of any provision of this Agreement.

(f) Entire Agreement. This Agreement together with the employment relationship between the parties constitutes the entire agreement between the parties hereto with respect to the matters referred to herein. In consideration of the mutual covenants herein contained and Executive’s continued participation in certain incentive compensation plans pursuant to which the level, if any, of participation is determined by the administrators of such plans, this Agreement supersedes and replaces any prior or subsequent severance plan or arrangement that otherwise would apply to Executive following a Change of Control, including any prior Key Executive Employment Protection Agreement. No other agreement relating to the terms of Executive’s employment by the Company, oral or otherwise, shall be binding between the parties unless it is in writing and signed by the party against whom enforcement is sought. There are no promises, representations, inducements or statements between the parties other than those that are expressly contained herein. Executive acknowledges that he or she is entering into this Agreement of his or her own free will and accord, and with no duress, and that he or she has read this Agreement and that he or she understands it and its legal consequences.

(g) Severability; Reformation. In the event that one or more of the provisions of this Agreement shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. In the event of a determination that any of the provisions of Section 9(a) are not enforceable in accordance with their terms, Executive and the Company agree that such Section shall be reformed to make such Section enforceable in a manner that provides the Company the maximum rights permitted at law.

(h) Waiver. Waiver by any party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party hereto to assert its or his or her rights hereunder on any occasion or series of occasions.


If to the Company:		The Hartford Financial Services Group, Inc.
		Executive Row, Home Office
		Hartford Plaza
		690 Asylum Avenue
		Hartford, CT 06115

Attention: General Counsel


with a copy to:		Debevoise & Plimpton 875 Third Avenue New York, NY 10022 Attn: Lawrence K. Cagney, Esq.

If to Executive: The home address of Executive shown on the records of the Company

(j) Amendments. This Agreement may not be altered, modified or amended except by a written instrument signed by each of the parties hereto, provided however that the Company (i) may unilaterally amend this Agreement at any time as may be necessary, in its reasonable judgment, to comply with law or to avoid payments to Executive under the Agreement being subject to an additional tax under Section 409A of the Code, and (ii) may terminate this Agreement at any time prior to a Change of Control by written notice to Executive given at least six months prior to the date of termination of the Agreement, provided that a Change of Control is not threatened at the time the notice is given. For purposes of the preceding sentence, a Change of Control shall be deemed to be threatened for the period beginning on the date of any Potential Change of Control (as defined in The Hartford 2005 Incentive Stock Plan, as it may be amended from time to time) and ending upon the earlier of (i) the second anniversary of the date of such Potential Change of Control, (ii) the date a Change of Control occurs, or (iii) the date the Board determines in good faith that a Change of Control is no longer threatened. This Agreement is intended to comply with Section 409A of the Code, and no action taken by the Company shall be construed in a manner that would result in the imposition of an additional tax on Executive under Section 409A of the Code.

(k) Headings. Except as expressly provided herein, headings to provisions of this Agreement are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation hereof.

(l) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and Executive has hereunto set his or her hand, as of the day and year first above written.

THE HARTFORD FINANCIAL

SERVICES GROUP, INC.

WITNESSED:


By: Title:		Ann M. de Raismes Executive Vice President, Human Resources

EXECUTIVE

WITNESSED:

The Hartford Senior Executive Severance Pay Plan

This document describes your benefits under The Hartford Senior Executive Severance Pay Plan, and includes the text of the Plan and other important information.

Rev. September 2006

TABLE OF CONTENTS

TEXT OF THE HARTFORD SENIOR EXECUTIVE SEVERANCE PAY PLAN

Page

1. Purpose 3

2. Application of Plan ................................................................................. 3


3.	Covered Employees	3
4.	Severance Pay Upon Termination of Employment	4
5.	Schedule of Severance Pay	6
6.	Notice or Pay in Lieu of Notice	7
7.	Form of Payment of Severance Pay	7
8.	Employee Benefit Plan Coverage While Receiving Severance Pay	8
9.	Excluded Employee Compensation Plans, Programs, Arrangements and Perquisites	8
10.	Divestiture, Closure, Relocations	9
11.	Disqualifying Conduct	9
12.	Release	9
13.	Offset	9
14.	Administration of Plan	10
15.	Termination or Amendment	10
16.	Miscellaneous	11

OTHER IMPORTANT INFORMATION

1. NOTICE 11

THE HARTFORD SENIOR EXECUTIVE
SEVERANCE PAY PLAN

1. Purpose

The purpose of The Hartford Senior Executive Severance Pay Plan (the “Plan”) is to assist in occupational transition by providing severance pay for senior executives covered by this Plan whose employment is terminated under conditions set forth in this Plan.

2. Application of Plan

This Plan was effective October 1, 1997, and most recently amended in September 2006. Any termination of employment of a Covered Employee that has an Effective Date (as defined herein) while this Plan is in effect shall be governed exclusively by the terms of this Plan and by no other plan, policy, practice or arrangement, except where this Plan is expressly superseded by a Key Executive Employment Protection Agreement with the Company, or an individual written employment contract or other written agreement with the Company. To the extent that this Plan is expressly superseded by any of the foregoing agreements or contracts, no severance shall be payable hereunder, and the provisions of this Plan will otherwise be deemed null and void and without effect.

3. Covered Employees

You are a Covered Employee under this Plan if you are an “Employee” (as defined below) who (1) qualifies as an “Eligible Employee” (as defined below), (2) is paid on a salaried basis, and (3) is identified as a Tier Two executive. A person who is on an authorized leave of absence, paid or unpaid (including medical leave of absence), of not more than twenty-six (26) weeks who would otherwise qualify as a Covered Employees, but for being on leave of absence, will be considered a Covered Employees for purposes of this Plan.

For purposes of the Plan, “Employee” means any person regularly employed by Hartford Fire Insurance Company or any of its designated subsidiaries or affiliates (collectively, the “Company”), but shall not include any person who performs services for the Company as an independent contractor or under any other non-employee classification, or who is classified by the Company as, or determined by the Company to be, an independent contractor.

For purposes of the Plan, “Eligible Employee” means an Employee employed by the Company; provided, however, that except as the Board of Directors or the Committee may otherwise provide on a basis uniformly applicable to all persons similarly situated, Eligible Employee shall not include any “Ineligible Person,” which means all of the following: (1) a person who is paid on an hourly basis; or (2) a person who: (A) holds a position with the Company’s “HARTEMP” Program, or (B) is hired to work for the Company through a temporary employment agency, or (C) is hired to a position with the Company with notice on his or her date of hire that the position will terminate on a certain date; or (3) a person who is a leased employee (within the meaning of Section 414(n)(2) of the Internal Revenue Code of 1986, as amended (the “Code”)) of the Company or is otherwise employed through a temporary help firm, technical help firm, staffing firm, employee leasing firm, or professional employer organization, regardless of whether such person is an Employee of the Company, or (4) a person who performs services for the Company as an independent contractor or under any other non-employee classification, or who is classified by the Company as, or determined by the Company to be, an independent contractor, regardless of whether such person is characterized or ultimately determined by the Internal Revenue Service or any other Federal, State or local governmental authority or regulatory body to be an employee of the Company or its affiliates for income or wage tax purposes or for any other purpose.

Notwithstanding any provision in the Plan to the contrary, if any person is an Ineligible Person or otherwise does not qualify as an Eligible Employee, or is otherwise ineligible to participate in the Plan, and such person is later required by a court or governmental authority or regulatory body to be classified as a person who is eligible to participate in the Plan, such person shall not be eligible to participate in the Plan, notwithstanding such classification, unless and until designated as an Eligible Employee by the Plan Administrator, and if so designated, the participation of such person in the Plan shall be prospective only.

4. Severance Pay Upon Termination of Employment

If the Company terminates your employment and you sign a Release acceptable to the Company, you shall be provided severance pay in accordance with the terms of this Plan except if you:

• are terminated for misconduct or other disciplinary action, which by way of example may include, but is not limited to, the following: serious violations of Company policies, violation of the Company’s Code of Ethics and Business Conduct or other similar policy or undertaking of the Company; or any Company-initiated termination for cause or for actions that are immoral, unethical, inimical to the best interests of the Company, or illegal;

• refuse a Similar Position (as defined herein) offered as alternative employment with the Company. For purposes of this Plan, “Similar Position” shall mean a position of the same base salary rate and same opportunity for incentive with similar duties, or having different duties which, in management’s judgment, the employee is able to perform and which is located within a 50-mile radius of the previous position’s location;

• terminate employment with the Company prior to the date selected by the Company as your last day of active employment (“Effective Date”);

• are terminated while on a leave of absence (paid or unpaid) after 26 weeks of such leave;

• are mandatorily retired on or after your Normal Retirement Date (as defined herein) where legally permitted, or are terminated with an Effective Date on or after your Normal Retirement Date. “Normal Retirement Date” shall mean the first of the month which coincides with or follows the employee’s 65th birthday;

• are terminated following acceptance or refusal of employment or continued employment with a purchaser in connection with any sale or divestiture described in Section 10 hereof;

• are eligible for greater severance payments under the terms of a Key Executive Employment Protection Agreement with the Company, or an individual written employment contract or other written agreement with the Company.

If you initiate termination of employment for any reason including resigning, retiring or failing to return to work immediately following the expiration of any leave of absence, no severance pay will be provided under this Plan.

No severance pay will be provided under this Plan upon any termination of employment as a result of your death, or as a result of your Disability as defined in The Hartford Investment and Savings Plan, as may be amended from time to time (the “Savings Plan”).

5. Schedule of Severance Pay

Covered Employees will be provided severance pay in accordance with the following Schedule of Severance Pay which sets forth the months of Base Pay which are provided to a Covered Employee based upon the Covered Employee’s Years of Service as of the Effective Date.


Years of Service			Months of Base Pay
Less than 4		. . . . . .		12
4		. . . . . .		13
5		. . . . . .		14
6		. . . . . .		15
7		. . . . . .		16
8		. . . . . .		17
9		. . . . . .		18
10		. . . . . .		19
11		. . . . . .		20
12		. . . . . .		21
13		. . . . . .		22
14		. . . . . .		23
15	or more . . . . . .			24

The severance payment provided will be subject to applicable federal, state and local taxes, which will be withheld from such payment where required by applicable law as determined in the sole discretion of the Plan Administrator.

“Base Pay” shall mean your annual base salary at the Effective Date divided by twelve (12) months.

“Years of Service” shall mean the total number of completed years of employment measured from your Company service date to your Effective Date, rounded to the nearest whole year. Your Company service date is the date used to determine your eligibility for vesting under the applicable Company retirement plan in effect on the Effective Date.

Notwithstanding the above Schedule of Severance Pay, in no event (i) shall months of Base Pay provided to you exceed the number of months remaining between the Effective Date and your Normal Retirement Date, or (ii) shall severance pay exceed the equivalent of twice your total annual compensation during the year immediately preceding the Effective Date.

6. Notice or Pay in Lieu of Notice

Except as provided in this Plan or under a Key Executive Employment Protection Agreement with the Company, or an individual written employment contract or other written agreement with the Company, you shall not be entitled to any notice of termination or pay in lieu thereof. At the sole discretion of the Plan Administrator or designee, notice may be provided.

7. Form of Payment of Severance Pay

Severance pay shall be paid in periodic payments according to the regular payroll schedule (“Periodic Payment”), provided that the Company reserves the right at any time to pay the remaining severance pay in a discounted lump sum, so long as such lump sum amount may be paid without causing the recipient to incur any additional taxes under Section 409A of the Code.

Any discounted lump sum paid under this Plan shall be equal to the present value of the remaining Periodic Payments of severance pay as determined by the Company using an interest rate equal to the prime rate at Citibank in effect on the date the Company notifies you that it is exercising its right to pay severance in the discounted lump sum.

Periodic Payment of severance pay will commence or the discounted lump sum will be paid on the next day following the Effective Date, except that where the Company exercises its right to pay the discounted lump sum after the commencement of Periodic Payments, it will be paid promptly after the Company exercises such right. Notwithstanding the above provisions and any other provision of the Plan, no severance payments will be made during the six month period following the Effective Date, unless earlier payment is permitted in accordance with guidance provided under Section 409A of the Code. Should severance payments be delayed in accordance with the preceding sentence, the accumulated Periodic Payments that would have been made but for the period of the delay shall be paid in a lump sum during the 10 day period following the six month anniversary of the Effective Date, together with interest thereon based on prevailing short term rates for the period between the date that the Periodic Payments would have been made but for the period of the delay and the date of payment of the lump sum.

In the event of your death during the period you are receiving Periodic Payment of severance pay, the amount of severance pay remaining shall be paid, subject to applicable law, in a discounted lump sum payment to your spouse, if any, or to such other beneficiary or beneficiaries designated by you in writing, or if you are not married and failing such designation, to your estate.

During the time period that you are receiving Periodic Payment of severance pay, or for which you receive severance pay by lump sum, you must continue to be available to render reasonable assistance to the Company, consistent with the level of your prior position with the Company, at times and locations that are mutually acceptable. In requesting such services, the Company will take into account any other commitments which you may have. After the Effective Date and normal wind up of your former duties, you will not be required to perform any regular services for the Company.

In the event you secure employment other than with the Company while receiving severance pay, you must notify the Company. Upon such notification the Company in its discretion may make a single discounted lump sum payment to you of all remaining severance pay, if such lump sum payment is not anticipated to result in your incurring additional taxes under Section 409A of the Code. Periodic Payment of severance pay will cease if you are rehired by the Company.

In the event you retire under the applicable Company retirement plan while receiving Periodic Payment, the Company will pay you any remaining severance pay in a single discounted lump sum payment, subject to any delay required in order to avoid the imposition of additional tax in accordance with Section 409A of the Code.

8. Employee Benefit Plan Coverage While Receiving Severance Pay

Except as otherwise provided herein, as long as you are receiving Periodic Payment, you will continue to be eligible for participation in Company employee benefit plans in effect as of the Effective Date, including without limitation, any non-qualified excess or supplemental benefit plans, in accordance with the applicable provisions of such plans. You will not be eligible to participate in any Company salary continuation, short-term or long-term disability plans, the Company business travel accident plan or any new employee benefit plan or any improvement to any existing employee benefit plan adopted by the Company after the Effective Date. Notwithstanding the above, if your employment is terminated after June 30, 2009, you will not be able to accrue any additional service or benefits in any defined benefit pension plan of the Company, including any non-qualified excess or supplemental defined benefit pension plan, or receive credit for age, service or earnings thereunder, while receiving severance pay (this provision is adopted effective with the September 2006 restatement of the Plan, such that this provision shall be applicable with respect to individuals whose employment is terminated after June 30, 2009 with a right to receive severance benefits under the Plan).

If a lump sum payment of severance pay is made, eligibility to participate in all Company employee benefit plans ends.

Deductions for continuing group life and medical/dental/health insurance and participation in the Savings Plan remain available while receiving Periodic Payment of the severance pay, subject to the maximum time periods as specified by the terms of the respective plans in effect as of the Effective Date, and any restrictions on participation provided by applicable law.

9. Excluded Employee Compensation Plans, Programs, Arrangements and Perquisites

During the period you are receiving Periodic Payment of severance pay, you will not be eligible to accrue any paid time off or participate in any (i) bonus program; (ii) special termination programs; (iii) tax or financial advisory services; (iv) new awards under any long-term incentive compensation plan or program of the Company; (v) new or revised executive compensation programs that may be introduced after the Effective Date; or (vi) any other executive compensation program, plan, arrangement, practice, policy or perquisites unless specifically authorized by the Company in writing. The period during which you are receiving Periodic Payment of severance pay shall be counted as service for purposes of any Company long-term incentive compensation awards outstanding as of the Effective Date to the extent, if any, determined by the administrators of the applicable long-term incentive compensation plans. Notwithstanding the preceding sentence, during such period you will continue to be eligible to vest in any outstanding unvested deferred restricted stock units (bonus swap), as well as any outstanding unvested stock option awards except (a) any options awarded to you on December 17, 1997 or July 19, 2000, and (b) any other options that are designated under the terms of the award of such options as ineligible for continued crediting of service during Periodic Payment of severance pay. Also during such period, you will continue to be eligible to exercise any outstanding vested stock option awards, except to the extent that (I) such options first expire under the applicable plan or program, or (II) such options are designated under the terms of the award of such options as ineligible for continued exercise during Periodic Payment of severance pay.

10. Divestiture. Closure, Relocations

If the Company or a subsidiary or affiliate or division of the Company or a portion thereof, at which you are employed, is sold or divested, and if (i) you accept employment or continued employment with the purchaser, or (ii) refuse employment or continued employment with the purchaser on terms and conditions substantially comparable to those in effect immediately preceding the sale or divestiture, you shall not be provided severance pay hereunder or any related benefits described in Section 8 or Section 9 of this Plan. The provisions of this Section 10 apply to all sales and divestitures (whether accomplished as sales of assets, sales of corporate entities or any other method), other than any sale or divestiture that qualifies as a Change of Control under The Hartford 2005 Incentive Stock Plan (as it may be amended from time to time).

11. Disqualifying Conduct

If, during the period you are receiving Periodic Payment of severance pay, you (i) conduct yourself in a manner which is inimical to the best interests of the Company, or which adversely affects those interests; (ii) make statements, either oral or written, which are false or misleading or which disparage the Company; (iii) fail to comply with any Company Covenant Against Disclosure and Assignment of Rights to Intellectual Property or other similar policy or undertaking of the Company; (iv) without the Company’s prior consent, induce any employees of the Company to leave their Company employment; or (v) fail to comply with applicable provisions of the Code of Ethics and Business Conduct or other similar policy or undertaking of the Company, or any other applicable corporate policy of the Company, then the Company will have no further obligation to provide severance pay.

12. Release

No severance pay will be provided under this Plan unless you execute and deliver to the Company a Release, satisfactory to the Company, in which you discharge and release the Company, its affiliates and the Company’s directors, officers, employees and employee benefit plans from all claims (other than for benefits to which you are entitled under any Company employee benefit plan) arising out of your employment or termination of employment.

13. Offset

Any severance pay provided to you under this Plan shall be offset by reducing such amount by any severance pay, termination pay or similar pay or allowance which you receive or are entitled to receive (i) under any other Company plan, policy, practice, program or arrangement; (ii) pursuant to any Key Executive Employment Protection Agreement with the Company, or any individual written employment agreement or other written agreement with the Company; or (iii) by virtue of any law, custom or practice excluding, however, any unemployment compensation which you may receive as a state unemployment award.

Any severance pay provided to you under this Plan shall also be offset by reducing such severance pay by any severance pay, termination pay or similar pay or allowance you received as a result of any prior termination of employment with the Company.

Any severance pay and any notice pay provided to you under this Plan shall be offset by reducing such severance pay and notice pay by any payments made to you by the Company pursuant to the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar federal, state or local law.

Any severance pay provided to you under this Plan shall be offset by reducing such severance pay by any payment made to you under any Company or statutory disability plan, policy, practice, program or arrangement where any such payment is made for any period of time after the Effective Date.

14. Administration of Plan

Responsibility for administration of this Plan rests with the Company’s Executive Vice President, Human Resources (or other individual with similar responsibilities) or his designee (“Plan Administrator”).

The Plan Administrator shall have the exclusive right to interpret this Plan, adopt any rules and regulations for carrying out this Plan as may be appropriate and decide any and all matters arising under this Plan, including, but not limited to, the right to determine appeals. Subject to applicable federal and state law, all interpretations and decisions by the Plan Administrator shall be final, conclusive and binding on all parties affected thereby.

15. Termination or Amendment

The Plan Administrator shall have the power to make amendments to the Plan that do not involve a material cost to the Company or are required by applicable law. Any other amendments to the Plan shall be made by the Board of Directors of Hartford Fire Insurance Company. The Company, through its Board of Directors, reserves the right, in its sole discretion, to terminate, suspend, amend or modify this Plan (“Plan Change”) in whole or in part at any time without prior notice except that no such Plan Change, and no Plan amendment made by the Plan Administrator, may reduce or adversely affect severance pay for any employee whose employment terminates within two years of the effective date of such Plan Change or amendment, provided that such Executive was a Covered Employee under this Plan on the date of such Plan Change or amendment. Notwithstanding the preceding sentence, the Plan Administrator or the Board of Directors may unilaterally amend this Plan at any time as may be necessary, in its reasonable judgment, to comply with law or to avoid payments to executives under the Plan being subject to an additional tax under Section 409A of the Code. This Plan is intended to comply with Section 409A of the Code, and no action taken by the Company shall be construed in a manner that would result in the imposition of an additional tax on executives under Section 409A of the Code. Notwithstanding anything in this Plan to the contrary, the Plan shall not be amended, modified, suspended or terminated during the period in which a Change of Control (as defined in The Hartford 2005 Incentive Stock Plan, as it may be amended from time to time) is threatened. For purposes of the preceding sentence, a Change of Control shall be deemed to be threatened for the period beginning on the date of any Potential Change of Control (as defined in The Hartford 2005 Incentive Stock Plan, as it may be amended from time to time), and ending upon the earlier of: (i) the second anniversary of the date of such Potential Change of Control, (ii) the date a Change of Control occurs, or (iii) the date the Board of Directors of The Hartford Financial Services Group, Inc. or the appropriate committee thereof determines in good faith that a Change of Control is no longer threatened.

16. Miscellaneous

• In cases where severance pay is provided under this Plan, pay in lieu of any unused paid time off entitlement will be paid to you in a single lump sum payment within 30 days of the Effective Date, subject to any delay required in order to avoid the imposition of additional tax in accordance with Section 409A of the Code. Such lump sum payment will not have the effect of extending your Company service for any purpose.

• Benefits under this Plan are paid for entirely by the Company from its general assets.

• The section headings contained in this Plan are included solely for convenience of reference and shall not in any way affect the meaning of any provision of this Plan.

OTHER IMPORTANT INFORMATION

NOTICE

This Plan is not a contract of employment. It does not guarantee your employment for any specified period and does not limit the right of the Company to terminate your employment at any time for any reason. Employment with the Company is terminable at will.

Any employee who is not obligated to continue his/her employment under a formal written employment agreement with the Company retains the right to terminate their employment at any time, with or without notice, and with or without cause. Likewise, the Company can terminate the employment of any employee at any time, with or without notice, and with or without cause, subject to applicable law.

No supervisor or manager has any authority to enter into an employment agreement, written or verbal, or to make any agreement or representations contrary to the preceding paragraph, unless it is authorized by the Chairman of The Hartford Financial Services Group, Inc. and such agreement is in writing. Further no document, communication or publication of The Hartford Financial Services Group, Inc., the Company, or any affiliate of either of the foregoing should be understood as, or construed as, making such an agreement or extending such a representation.

FIRST AMENDMENT dated as of September 7, 2006 (this “Amendment”) to the Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of September 7, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among THE HARTFORD FINANCIAL SERVICES GROUP, INC. (the “Company”), HARTFORD LIFE, INC. (“Hartford Life”), the BORROWING SUBSIDIARIES from time to time party thereto, the LENDERS from time to time party thereto and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

WHEREAS the Borrowers, the Administrative Agent and the Required Lenders have agreed, on the terms and subject to the conditions set forth herein, to amend the Credit Agreement in the manner set forth herein.

NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used and not defined herein have the meanings given to them in the Credit Agreement (as amended hereby).

SECTION 2. Amendment to the Credit Agreement. Effective as of the First Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

(a) Section 1.01 of the Credit Agreement is amended to add definitions of the following terms in appropriate alphabetical order:

‘“Consumer Notes’ means fixed, floating and index notes issued by Hartford Life Insurance Company to retail investors whereby the terms of such notes require that the net proceeds to Hartford Life Insurance Company be utilized to purchase a like amount of assets to be held by Hartford Life Insurance Company, and whereby the instrument issued is a registered security, not an insurance contract of any type. Each set of Consumer Notes issued on the same date and which have common terms and a common maturity date is referred to as a tranche of Consumer Notes.”.

‘“First Amendment’ means the First Amendment dated as of September 7, 2006 to this Agreement.”.

‘“First Amendment Effective Date’ means the first date on which the conditions to effectiveness of the First Amendment were satisfied in accordance with the terms thereof.”.

(b) the definition of “Consolidated Total Debt” in Section 1.01 of the Agreement is amended by inserting the following sentence at the end of such definition:

“Consolidated Total Debt shall exclude the aggregate principal amount of all Consumer Notes outstanding at any time that S&P does not classify the Consumer Notes as financial leverage of the Company or a Subsidiary”.

“(c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (A) certifying that (1) no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (2) to such Financial Officer’s knowledge, as of the date of such certificate, S&P does not classify the aggregate principal amount of Consumer Notes as financial leverage of the Company or a Subsidiary and (B) setting forth (1) each Standard Letter of Credit and Secured Letter of Credit outstanding as of the end of such fiscal year or fiscal quarter and (2) each item of Collateral on deposit in each LC Security Account, and the Collateral Value thereof, as of the end of such fiscal year or fiscal quarter;”.

(d) Article V is amended by inserting the following Section at the end of such Article:

SECTION 5.16. Limitation on Issuance of Consumer Notes. Permit the aggregate principal amount of Consumer Notes outstanding at any time (a) from (and including) the First Amendment Effective Date through (but excluding) the first anniversary of the First Amendment Effective Date, to exceed $3,000,000,000, (b) from (and including) the first anniversary of the First Amendment Effective Date through (but excluding) the second anniversary of the First Amendment Effective Date, to exceed $4,000,000,000, (c) from (and including) the second anniversary of the First Amendment Effective Date through (but excluding) the third anniversary of the First Amendment Effective Date, to exceed $5,000,000,000 and (d) from (and including) the third anniversary of the First Amendment Effective Date and thereafter, to exceed $6,000,000,000.

(e) clause (f) of Article VI is amended to read in its entirety:

“(f) the Company or any Subsidiary shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness in a principal amount in excess of $100,000,000, when and as the same shall become due and payable (and in the case of Consumer Notes, such failure shall continue unremedied for ten Business Days) or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Indebtedness if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such Indebtedness or a trustee on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, such Indebtedness to become due prior to its stated maturity; provided that, for purposes of this clause (f), the failure to pay principal or interest in respect of, or observe or perform any other term, covenant, condition or agreement applicable to, one tranche of Consumer Notes shall not, in and of itself, constitute the failure to pay principal or interest in respect of, or observe or perform any other term, covenant, condition or agreement applicable to, any other tranche of Consumer Notes;”.

SECTION 3. Representations and Warranties. Each Borrower hereby represents and warrants to the Administrative Agent and the Lenders that as of the First Amendment Effective Date and after giving effect hereto:

(a) this Amendment has been duly authorized, executed and delivered by each Borrower, and each of this Amendment and the Credit Agreement (as amended hereby) constitutes each Borrower’s legal, valid and binding obligation, enforceable against it in accordance with its terms.

(b) No Default or Event of Default has occurred and is continuing.

(c) all representations and warranties of each Borrower contained in the Credit Agreement (as amended hereby) are true and correct in all material respects on and as of the date hereof (except with respect to representations and warranties expressly made only as of an earlier date, which representations were true and correct in all material respects as of such earlier date).

(d) this Amendment and the transactions contemplated hereby (a) do not require any action, consent or approval of, registration or filing with, or other action by, any Governmental Authority, other than those which have been taken, given or made and (b) will not (i) violate (A) any provision of any law, statute, rule or regulation (including the Margin Regulations) or of the certificate of incorporation or other constitutive documents or by-laws of any Borrower, (B) any order of any Governmental Authority or (C) any provision of any indenture, agreement or other instrument to which any Borrower is a party or by which it or any of its property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, agreement or other instrument or (iii) result in the creation or imposition of any Lien upon any property or assets of any Borrower.

SECTION 4. Effectiveness. This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which:

(a) the Administrative Agent shall have received counterparts hereof duly executed and delivered by each of the Borrowers and the Required Lenders.

(b) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Borrower, the Loan Documents, this Amendment or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent.

(c) the Administrative Agent shall have received payment of all reasonable fees and out-of-pocket expenses, to the extent invoiced, to be paid or reimbursed to it by the Borrowers pursuant to the Credit Agreement, including those referred to in Section 6.

SECTION 5. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document. All representations and warranties made by any Borrower herein shall be deemed made under the Credit Agreement with the same force and effect as if set forth in full therein. On and after the First Amendment Effective Date, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby.

SECTION 6. Expenses. The Borrowers agree to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel.

SECTION 7. Governing Law; Counterparts. (a) This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

(b) This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be delivered by facsimile or other electronic imaging means of the relevant executed signature pages hereof.

SECTION 8. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.


THE HARTFORD FINANCIAL SERVICES GROUP, INC., as Borrower

by /s/ John N. Giamalis

		Name: John N. Giamalis

		Title: Senior Vice President and Treasurer


	HARTFORD LIFE, INC.,
		as Borrower,
By	/s/	John N. Giamalis
Name:		John N. Giamalis
Title: Senior Vice President and Treasurer


	BANK OF AMERICA, N.A., as LC Issuer, Administrative Agent and a Lender, by /s/ Jason Cassity Name: Jason Cassity Title: Vice President BANK OF AMERICA, N.A.,
as LC Issuer, Administrative Agent and a
Lender,
	by	/s/ Jason Cassity
	Name: Jason Cassity
	Title: Vice President


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

Hartford Plaza, Hartford, Connecticut		06115-1900
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	The Hartford Financial Services Group, Inc.

September 11, 2006	By:	/s/ Neal S. Wolin

		Name: Neal S. Wolin
		Title: Executive Vice President and General Counsel


Exhibit No.		Description

10.01		Employment Agreement, amended and restated as of September 7, 2006, between the Company and Ramani Ayer
10.02		Employment Agreement, amended and restated as of September 7, 2006, between the Company and David K. Zwiener
10.03		Employment Agreement, amended and restated as of September 7, 2006, between the Company and Thomas M. Marra
10.04		Employment Agreement, amended and restated as of September 7, 2006, between the Company and David M. Johnson
10.05		Employment Agreement, amended and restated as of September 7, 2006, between the Company and Neal Wolin
10.06		Form of Key Executive Employment Protection Agreement
10.07		The Hartford Senior Executive Severance Pay Plan
10.08		First Amendment, dated September 7, 2006, among the Company, Hartford Life, Inc., the lenders named therein, and BANK OF AMERICA, N.A., as administrative agent for the lenders, to the Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of September 7, 2005, among the Company, Hartford Life, Inc. and a syndicate of financial institutions, including Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Wachovia Bank, N.A., as Documentation Agent


Date of Report (Date of Earliest Event Reported):		September 7, 2006


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