8-K

 

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 23, 2009

The Hartford Financial Services Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-13958	13-3317783
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Hartford Plaza, Hartford, Connecticut		06155
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 23, 2009, The Hartford Financial Services Group, Inc. (the "Company") appointed Liam E. McGee as Chairman of the Board of Directors and Chief Executive Officer, effective October, 1, 2009. Mr. McGee succeeds Ramani Ayer, who previously announced his intention to retire from the Company. Mr. Ayer will resign as Chairman and CEO effective October 1, 2009 and will retire on November 1, 2009. A copy of the press release relating to Mr. McGee’s appointment is attached as Exhibit 99.1 to this Form 8-K.

Mr. McGee, 55, comes to the Company from Bank of America Corporation, which he joined in 1990. Most recently, Mr. McGee served as President, Bank of America Consumer and Small Business Bank, a position he held since August 2004. In that role, he operated the nation’s largest retail bank, serving more than 50 million consumer households and small businesses through a distribution network that included over 6,100 branches and the nation’s largest online and mobile bank. Fr om August 2001 to August 2004, he served as President, Global Consumer Banking; from August 2000 to August 2001, he served as President, Bank of America California; and from August 1998 to August 2000, he served as President, Southern California Region.

In addition to his role as the Company’s Chairman of the Board of Directors, Mr. McGee will serve on the Board’s Executive Committee and Finance, Investment and Risk Management Committee.

The Company entered into a letter agreement (the "Agreement") with Mr. McGee dated September 23, 2009, regarding the terms of Mr. McGee’s employment. Under the Agreement, Mr. McGee will receive an annual cash base salary of $1,100,000. In addition, he will receive deferred units under The Hartford Deferred Stock Unit Plan at an annual rate of $4,400,000, to be credited each regular pay period. The agreement further provides that at the time the Company makes long-term incentive awards to other employees in 2010, Mr. McGee is to receive a $2,700,000 award in the form of restricted units under the Plan, which vest on the third anniversary of the award date and will be settled on a schedule tied to the Company's repayment of its obligations under the U.S. Department of the Treasury's Troubled Asset Relief Program ("TARP"). For years after 2010, Mr. McGee will receive long-term incentive awards as may be determined by the non-management members of the Company's board of directors in their discretion, including such performance criteria as those members may determine in consultation with the Special Master for TARP Executive Compensation. Crediting of the deferred units, and vesting and payment of the restricted units, is subject to restrictions under applicable TARP regulations. All amounts payable to Mr. McGee under the agreement are limited to the extent required by the Interim Final Rule issued by the U.S. Department of the Treasury regarding permissible compensation arrangements of TARP recipients and by other applicable law. The agreemen t with Mr. McGee also contains non-competition, non-solicitation and confidentiality provisions.

The foregoing summary is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.01 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

10.01 Letter Agreement dated September 23, 2009.
99.1 Press Release issued September 29, 2009.

SIGNATURES

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

	The Hartford Financial Services Group, Inc.
September 29, 2009	By:	Alan J. Kreczko
		Name: Alan J. Kreczko
		Title: Executive Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
10.01	Letter Agreement dated September 23, 2009
99.1	Press Release issued September 29, 2009

EX-10.01

September 23, 2009

Mr. Liam E. McGee
4424 Fox Brook Lane
Charlotte, NC 28211

Dear Liam:

      I am pleased to confirm the terms of your employment with The Hartford Financial Services Group, Inc. (“HFSG”).

1. Effective Date. October 1, 2009.  

2. Position. On the Effective Date, you will begin to serve in the Tier 1 position of Chairman of the Board of Directors and Chief Executive Officer of HFSG. In that capacity, you will report directly (and only) to the Board of Directors and have all of the customary authorities, duties and responsibilities that accompany these positions.  

3. Salary. Your initial cash salary will be $1,100,000 per year ($45,833 per semi-monthly pay period).  

4. Deferred Units. In addition to your cash salary, as part of your annual compensation, you will be eligible to receive semi-monthly awards of Deferred Units under The Hartford Deferred Stock Unit Plan (“Plan”). You will be issued these awards, subject to the terms of the Plan (as amended to provide for the payment of Deferred Units in three equal installments after the first, second and third anniversaries of the applicable Grant Date under the Plan), at an initial rate of $4,400,000 per year ($183,333 per semi-monthly pay period).

5. Annual Long-Term Award. For the 2010 year, you will receive a long-term incentive award of $2,700,00 in the form of Restricted Units under the Plan, with such award to be made at the time that HFSG makes its long-term incentive awards to other employees (anticipated to be late February 2010). Such award shall be subject to the terms of the Plan and shall vest on the third anniversary of the award date (or on such other dates or events as provided in the Plan), provided that you are then employed by HFSG, and shall be payable to you as provided in the Plan, to the extent permissible under applicable law and U.S. Department of the Treasury regulations issued in connection with the Troubled Asset Relief Program (“TARP”). For calendar years subsequent to 2010, you will receive long-term incentive awards as may be determined by the independent members of the HFSG Board of Directors in their discretion (including performance criteria that such members may determine in consultation with the Special Master for TARP Executive Compensation), with an initial target award in the amount of $2,700,000, which shall vest and be payable to you as provided in the Plan, to the extent permissible under applicable law and U.S. Department of the Treasury regulations issued in connection with TARP.

6. Benefits. Subject to the limits of this letter and the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009 and as such Act may be further amended, and rules, regulations and guidance promulgated by the U.S. Department of the Treasury or any other governmental authority thereunder (together, and as in effect from time to time, “EESA”), you will be entitled to benefits consistent with those made available to other senior executives of HFSG and reimbursement of reasonable relocation and business expenses, in each case in accordance with applicable HFSG policies as in effect from time to time.

7. Executive Compensation Standards. Any compensation paid or awarded to you is subject to recovery or “clawback” by HFSG if the payments or awards were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria (all within the meaning of, and to the full extent necessary to comply with,EESA). You will not be entitled to any tax gross-up from HFSG or its affiliates. In addition, while either you or HFSG may terminate your employment at any time for any legal reason, you will not be entitled to any severance or other golden parachute payment to the extent prohibited by EESA. You agree to provide HFSG with 90 days notice of any intention to deliver a letter of voluntary resignation. After HFSG is no longer subject to restrictions on executive compensation under EESA, the independent members of the Board of Directors will, in their discretion, consider appropriate changes to your employment arrangements and compensation package taking into account the compensation opportunities and employment practices afforded CEOs of comparable organizations as well as HFSG’s business circumstances and strategy at that time.

8. Indemnification and Cooperation. During and after your employment, HFSG will indemnify you in your capacity as a present or former director, officer, employee or agent of HFSG to the fullest extent permitted by applicable law, including the laws of Delaware, and HFSG’s certificate of incorporation and by-laws as to any third-party action against you. In addition, HFSG will provide you with director and officer liability insurance coverage (including post-termination/post-director service tail coverage) on the same basis as it does for HFSG’s other executive officers and directors. HFSG agrees to cause any successor to all or substantially all of the business or assets (or both) of HFSG to assume expressly in writing and to agree to perform all of the obligations of HFSG in this paragraph.

You agree (whether during or after your employment with HFSG) to reasonably cooperate with HFSG in connection with any litigation or regulatory matter or with any government authority on any matter, in each case, pertaining to HFSG and with respect to which you may have relevant knowledge, provided that, in connection with such cooperation, HFSG will reimburse your reasonable expenses and you shall not be required to act against your own legal interests.

9. Tax Matters. This letter agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986 (“Section 409A”). To the extent any taxable expense reimbursement or in-kind benefits under paragraph 6 or 8 is subject to Section 409A, the amount thereof eligible in one taxable year shall not affect the amount eligible for any other taxable year, in no event shall any expenses be reimbursed after the last day of the taxable year following the taxable year in which you incurred such expenses and in no event shall any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this letter will be treated as a separate payment for purposes of Section 409A.

10. Non-competition and non-solicitation. In consideration for your employment and the terms hereof, and to protect against the risk that, given the extensive knowledge of HFSG’s operations that you will acquire during your employment, HFSG’s confidential information and trade secrets would unavoidably be disclosed to your new employer if you were to become employed with a competing business, you agree:

(a) while employed by HFSG and for a one year period following a voluntary termination of your employment with HFSG, not to 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 insurance or financial services business which is in competition with the business of HFSG or its affiliates. Anything herein to the contrary you shall not be precluded from becoming associated with a financial services entity which conducts insurance business if its revenues attributable to the insurance business amount to less than 20% of the entity’s total revenues for the last completed fiscal year, provided that you are not directly managing the insurance business. HFSG shall carefully consider a request that this provision be waived, but retains the right, in its sole discretion, to enforce or waive the terms of this provision consistent with its determination of its business needs, and

(b) while employed by HFSG and for a one year period following termination of your employment with HFSG, not to directly or indirectly solicit, encourage or induce any employee of HFSG or its affiliates to terminate employment with such entity, and not to 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 HFSG or an affiliate thereof unless such person shall have ceased to be employed by such entity for a period of at least six months.

11. Confidentiality. Without the prior written consent of HFSG, except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency, you agree that you shall not disclose to any third person, or permit the use of for the benefit of any person or any entity other than HFSG 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 HFSG or its affiliates or information designated as confidential, proprietary, and/or a trade secret, or any other information relating to HFSG or its affiliates that you know from the circumstances, in good faith and good conscience, should be treated as confidential, or any information that HFSG or its affiliates may receive belonging to customers, agents or others who do business with HFSG or its affiliates, except to the extent that any such information previously has been disclosed to the public by HFSG or is in the public domain. You acknowledge and agree that this confidentiality obligation shall survive your termination of employment with HFSG.

12. Equitable Relief. You acknowledge and agree that the covenants and obligations in paragraphs 10 and 11 with respect to noncompetition, nonsolicitation and confidentiality relate to special, unique and extraordinary matters and that, given the extensive knowledge of HFSG’s operations that you will acquire, a violation of any of the terms of these covenants and obligations will cause HFSG irreparable injury for which adequate remedies are not available at law. Therefore, you agree that HFSG shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining you from committing any violation of the covenants and obligations contained in paragraphs 10 and 11, and that HFSG and its affiliates shall, to the extent consistent with EESA and other applicable law, have no obligation to pay any amounts to you following any material violation of the covenants and obligations contained in those paragraphs. These remedies are cumulative and are in addition to any other rights and remedies HFSG may have at law or in equity.

13. Dispute Resolution. This letter 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 the event that one or more of the provisions of this letter 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 paragraphs 10 or11 are not enforceable in accordance with their terms, you and HFSG agree that those provisions shall be reformed to make the provisions enforceable in a manner that provides HFSG the maximum rights permitted at law. Except as provided in paragraph 12, any dispute or controversy arising under or in connection with this letter agreement shall be resolved by binding arbitration, to be held in the city of Hartford, Connecticut and 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.

14. Compliance with EESA. Notwithstanding anything to the contrary in this letter agreement, all compensation payable to you by HFSG under this letter agreement or otherwise shall be limited to the extent required by EESA and other applicable law.

We look forward to your leadership of the company.

Sincerely,

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

By: /s/ Charles B. Strauss

Charles B. Strauss 
I agree with and accept the foregoing terms.

       /s/ Liam E. McGee       

NEWS RELEASE
Media Contact(s):	Investor Contact(s):
Shannon Lapierre 860-547-5624 Shannon.Lapierre@thehartford.com	Rick Costello 860-547-8480 Richard.Costello@thehartford.com

Liam E. McGee Named Chairman and CEO of
The Hartford

Brings a proven track record of successfully managing large, complex financial services organizations to lead The Hartford into its third century

Led Bank of America’s Consumer and Small Business Bank, the nation’s largest retail bank, serving more than 50 million households and small businesses

Hartford, Conn., September 30, 2009 – The Hartford Financial Services Group, Inc. (NYSE: HIG) announced today that Liam E. McGee has been appointed Chairman of the Board of Directors and Chief Executive Officer, effective October 1, 2009. Until recently, McGee was President of the Consumer and Small Business Bank for Bank of America Corporation (NYSE: BAC) where he operated the nation’s largest retail bank, serving more than 50 million consumer households and small businesses with over 6,100 domestic banking centers, nearly 100,000 employees and the nation’s largest online and mobile bank.

“Liam’s strong track record of success in leading large, complex financial services organizations makes him the ideal person to build on The Hartford’s strong foundation,” said Michael G. Morris, The Hartford’s presiding director. “He has an outstanding combination of leadership skills, financial acumen and operational and technology experience, along with a demonstrated ability to evolve and profitably grow businesses in response to changing business environments and customer needs. We welcome Liam to The Hartford and look forward to working with him as he leads the company into its third century.”

McGee stated, “The Hartford has a strong brand that has been associated with trust and integrity for 200 years, great business franchises, a talented team of employees, and enduring relationships with distribution partners. In an environment of intense competition, technological innovation and changing consumer and business behavior, there are clear opportunities to create competitive advantages. By leveraging and building on The Hartford’s strengths, we will enter our third century as an industry leader, well positioned to achieve the expectations of our customers, shareholders, partners and employees.”

McGee succeeds Ramani Ayer, who in June announced his intention to retire from the Company. Ayer will resign as Chairman and CEO effective October 1, 2009 and will retire on November 1, 2009, following a brief transition period. Ayer has served as Chairman and CEO of The Hartford since February 1997 and has spent his entire career serving the company.

Commenting on the announcement, Ayer said, “Liam is a proven leader in the financial services industry with an outstanding set of skills, a deep appreciation of balancing risk and return, and broad experience in a variety of financial businesses. He also shares The Hartford’s values, including product and customer service excellence, integrity, and a commitment to giving back to the communities in which we operate. I look forward to working with Liam to ensure a smooth transition.”

“Ramani’s deep industry experience, integrity, and strong leadership skills have been instrumental to the success of The Hartford over the course of his 36-year career with the company,” added Morris. “We are grateful for the contributions he has made and for his continuing dedication to The Hartford. On behalf of the Board and our 29,000 employees, I sincerely thank Ramani for his lifetime of service to – and his distinguished leadership of – The Hartford.”

Biography of Liam E. McGee

Liam E. McGee, 55, served until recently as president of the Consumer and Small Business Bank for Bank of America Corporation, where he ran a business that served 50 million consumer households and small businesses through a distribution network that included over 6,100 branches and the nation’s largest online and mobile bank. He was responsible for products and services including Deposits, Debit and integrated solutions for Small Business and Mass Affluent customers. He also oversaw the corporation’s global technology and delivery in more than 30 countries. He was instrumental in leading the integration of a number of companies acquired by Bank of America over the years, including FleetBoston, MBNA, and La Salle, as well as teams focused on a number of product innovations like Keep the Change™ and No-Fee Mortgage Plus™.

McGee joined Bank of America in 1990. During a banking career that spans more than three decades, he developed broad leadership experience in consumer banking, corporate and commercial banking, and technology and operations. Prior to Bank of America, he held senior positions at Wells Fargo.

Active in civic affairs and education, McGee is a member of the National Urban League Board of Trustees and the Financial Services Roundtable Board of Directors.  Additionally, he serves on the board of the Andres H. Bechtler Arts Foundation.  McGee has acted as chairman of both the University of San Diego Board of Trustees and the United Way of Greater Los Angeles, and served two terms as a director of the Los Angeles branch of the Federal Reserve Bank of San Francisco.

A native of County Donegal, Ireland, McGee grew up in Southern California and speaks Spanish fluently. He is a graduate of the University of San Diego, with a master’s degree in business administration from Pepperdine University and a law degree from Loyola Law School.

McGee and his family currently reside in Charlotte, North Carolina and will relocate to the greater Hartford area.

About The Hartford

Celebrating nearly 200 years, The Hartford (NYSE: HIG) is an insurance-based financial services company that serves households, businesses and employees by helping to protect their assets and income from risks, and by managing wealth and retirement needs. A Fortune 500 company, The Hartford is recognized widely for its service expertise and as one of the world’s most ethical companies. More information on the company and its financial performance is available at www.thehartford.com.

HIG-F

Some of the statements in this release may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. We caution investors that these forward-looking statements are not guarantees of future performance, and actual results may differ materially. In particular, the amount and terms of future sales under the equity issuance plan described above, if any, are not yet known. Investors should consider the important risks and uncertainties that may cause actual results to differ. These important risks and uncertainties include those discussed in our Quarterly Reports on Form 10-Q, our 2008 Annual Report on Form 10-K and the other filings we make with the Securities and Exchange Commission. We assume no obligation to update this release, which speaks as of the date issued.