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): April 26, 2010

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 26, 2010, The Hartford Financial Services Group, Inc. (the "Company") filed a Certificate of Elimination with the Secretary of State of Delaware effecting the elimination of the Certificates of Designation of the Company’s Series A Participating Cumulative Preferred Stock (the "Series A Preferred Stock"), Series D Non-Voting Contingent Convertible Preferred Stock (the "Series D Preferred Stock"), and Fixed Rate Cumulative Perpetual Preferred Stock, Series E (the "Series E Preferred Stock"). As of April 26, 2010, no shares of Series A Preferred Stock, Series D Preferred Stock and Series E Preferred Stock were outstanding. The Certificate of Elimination is attached to this report as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

3.1 Certificate of Elimination of the Series A Participating Cumulative Preferred Stock, Series D Non-Voting Contingent Convertible Preferred Stock and Fixed Rate Cumulative Perpetual Preferred Stock, Series E of The Hartford Financial Services Group, Inc.

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.
April 27, 2010	By:	/s/ Alan J. Kreczko
		Name: Alan J. Kreczko
		Title: Executive Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
3.1	Certificate of Elimination

EX-3.1

CERTIFICATE OF ELIMINATION OF THE SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK, SERIES D
NON-VOTING CONTINGENT CONVERTIBLE PREFERRED STOCK AND FIXED RATE CUMULATIVE PERPETUAL PREFERRED
STOCK, SERIES E OF
THE HARTFORD FINANCIAL SERVICES GROUP, INC.

Pursuant to Section 151(g)
of the General Corporation Law
of the State of Delaware

The Hartford Financial Services Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Restated Certificate of Incorporation of the Company, as theretofore amended, the Board of Directors of the Company, by resolution duly adopted, authorized the issuance of a series of 300,000 shares of Series A Participating Cumulative Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on November 28, 1995, filed a Certificate of Designations (the “Series A Certificate of Designations”) with respect to such Series A Preferred Stock in the office of the Secretary of State of the State of Delaware.

2. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Certificate of Incorporation of the Company, as theretofore amended, the Board of Directors of the Company, by resolution duly adopted, authorized the issuance of a series of 6,300,000 shares of Series D Non-Voting Contingent Convertible Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on October 17, 2008, filed a Certificate of Designations (the “Series D Certificate of Designations”) with respect to such Series D Preferred Stock in the office of the Secretary of State of the State of Delaware.

3. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Certificate of Incorporation of the Company, as theretofore amended, the Board of Directors of the Company, by resolution duly adopted, authorized the issuance of a series of 3,400,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series E, par value $0.01 per share (the “Series E Preferred Stock,” and together with the Series A Preferred Stock and the Series D Preferred Stock, the “Preferred Stock”), and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on June 25, 2009, filed a Certificate of Designations (the “Series E Certificate of Designations,” and together with the Series A Certificate of Designations and the Series D Certificate of Designations, the “Certificates of Designation”) with respect to such Series E Preferred Stock in the office of the Secretary of State of the State of Delaware.

4. That no shares of said Preferred Stock are outstanding and no shares thereof will be issued subject to said Certificates of Designation.

5. That the Board of Directors of the Company has adopted the following resolutions:

WHEREAS, by resolution of the Board of Directors of the Company and by a Certificate of Designations (the “Series A Certificate of Designations”) filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on November 28, 1995, the Company authorized the issuance of a series of 300,000 shares of Series A Participating Cumulative Preferred Stock, par value $0.01 per share, of the Company (the “Series A Preferred Stock”) and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof; and

WHEREAS, by resolution of the Board of Directors of the Company and by a Certificate of Designations (the “Series D Certificate of Designations”) filed in the office of the Secretary of State on October 17, 2008, the Company authorized the issuance of a series of 6,300,000 shares of Series D Non-Voting Contingent Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series D Preferred Stock”) and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof; and

WHEREAS, by resolution of the Board of Directors of the Company and by a Certificate of Designations (the “Series E Certificate of Designations,” and together with the Series A Certificate of Designations and the Series D Certificate of Designations, the “Certificates of Designation”) filed in the office of the Secretary of State on June 25, 2009, the Company authorized the issuance of a series of 3,400,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series E, par value $0.01 per share, of the Company (the “Series E Preferred Stock,” and together with the Series A Preferred Stock and the Series D Preferred Stock, the “Preferred Stock”) and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof; and

WHEREAS, as of the date hereof, no shares of such Preferred Stock are outstanding and no shares of such Preferred Stock will be issued subject to said Certificates of Designation; and

WHEREAS, it is desirable that all matters set forth in the Certificates of Designation with respect to such Preferred Stock be eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Company.

NOW, THEREFORE, BE IT AND IT HEREBY IS

RESOLVED, that all matters set forth in the Certificates of Designation with respect to such Preferred Stock be eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Company; and it is further

RESOLVED, that the officers of the Company be, and hereby are, authorized and directed to file a Certificate of Elimination with the office of the Secretary of State setting forth a copy of these resolutions whereupon all matters set forth in the Certificates of Designation with respect to such Preferred Stock shall be eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Company.

6. That, accordingly, all matters set forth in the Certificates of Designation with respect to the Preferred Stock be, and hereby are, eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Company.

[The Remainder of this Page Intentionally Left Blank]

IN WITNESS WHEREOF, The Hartford Financial Services Group, Inc. has caused this Certificate to be executed by its duly authorized officer this 26th day of April, 2010.

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

By:      /s/ Alan J. Kreczko      
Name: Alan J. Kreczko
Title: Executive Vice President and General
Counsel