Current Report

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): August 5, 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 of incorporation)	(Commission File Number)	(IRS Employer 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

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

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

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

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

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

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

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Current Report on Form 8-K

Item 8.01. Other Events.

On August 6, 2009, The Hartford Financial Services Group, Inc. (the “Company”) issued a press release announcing the completion of its discretionary equity issuance program, pursuant to which the Company issued approximately 56.1 million shares of its common stock, par value $0.01 per share (“Common Stock”), resulting in gross proceeds of $900 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Shares of Common Stock issued under the program were sold pursuant to an Equity Distribution Agreement, dated June 12, 2009, with Goldman, Sachs & Co. (“Goldman Sachs”), which was amended by the Amendment No. 1 to the Equity Distribution Agreement, dated August 5, 2009 (the “Amendment” and, the Equity Distribution Agreement as amended by the Amendment, the “Agreement”). The Amendment increased the maximum aggregate offering price of the shares of Common Stock offered and sold pursuant to the Agreement from $750,000,000 to $900,000,000.

Further details regarding the terms of the Agreement are set forth in the Company’s Current Report on Form 8-K that was filed with the Securities and Exchange Commission (the “Commission”) on June 12, 2009, which is incorporated herein by reference.

Shares of Common Stock sold pursuant to the Agreement were issued pursuant to a prospectus supplement filed with the Commission on June 12, 2009, as supplemented by a prospectus supplement addendum filed with the Commission on August 6, 2009, to the accompanying prospectus filed with the Commission on April 11, 2007, as part of the Company’s Registration Statement on Form S-3ASR (File No. 333-142044) (the “Registration Statement”). The Amendment is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.

The exhibits to this Current Report on Form 8-K are incorporated by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number
5.1		Opinion of Alan J. Kreczko regarding the validity of the securities to be issued
23.1		Consent of Alan J. Kreczko (included in Exhibit 5.1)
99.1		Press Release of The Hartford Financial Services Group, Inc. dated August 6, 2009
99.2		Amendment No. 1, dated August 5, 2009, to the Equity Distribution Agreement, dated June 12, 2009, between the Hartford Financial Services Group, Inc. and Goldman, Sachs & Co.

SIGNATURE

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.
Dated: August 7, 2009
	By:	/S/ Ricardo A. Anzaldua
		Name:	Ricardo A. Anzaldua
		Title:	Senior Vice President and Corporate Secretary

EXHIBIT INDEX


Exhibit
Number
5.1		Opinion of Alan J. Kreczko regarding the validity of the securities to be issued
23.1		Consent of Alan J. Kreczko (included in Exhibit 5.1)
99.1		Press Release of The Hartford Financial Services Group, Inc. dated August 6, 2009
99.2		Amendment No. 1, dated August 5, 2009, to the Equity Distribution Agreement, dated June 12, 2009, between the Hartford Financial Services Group, Inc. and Goldman, Sachs & Co.

Exhibit 5.1

August 5, 2009

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Ladies and Gentlemen:

In my capacity as Executive Vice President and General Counsel of The Hartford Financial Services Group, Inc., a Delaware corporation (the “ Company ”), I am delivering this opinion letter in connection with the Company’s offering pursuant to a registration statement on Form S-3 (No. 333-142044) (the “ Registration Statement ”), of shares of the Company’s common stock, par value $0.01 per share (“ Common Stock ”), pursuant to an Equity Distribution Agreement, dated June 12, 2009 (the “ Equity Distribution Agreement ”) between the Company and Goldman, Sachs & Co., as the sales agent and/or principal (the “ Manager ”), as amended by Amendment No. 1, dated August 5, 2009.

Pursuant to the Equity Distribution Agreement, as amended, the Manager may solicit from time to time offers to purchase shares of Common Stock (the“ Securities ”) representing up to an aggregate gross sales price of $900,000,000 pursuant to a Prospectus Supplement dated June 12, 2009 (the “ Prospectus Supplement ”) and a Prospectus Addendum dated August 5, 2009 (the “ Prospectus Addendum ”).

In connection with the opinions expressed below, I, as Executive Vice President and General Counsel, or lawyers on the legal staff of the Company or its subsidiaries working under my supervision, have (i) made such investigations of law as I have deemed necessary or appropriate as a basis for such opinions, (ii) examined and relied on the originals, or copies certified or otherwise identified to my or their satisfaction, of such agreements, documents and records of the Company and such other instruments and certificates of public officials, officers and representatives of the Company and others as I have deemed necessary or appropriate for the purposes of such opinions, (iii) examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials, officers and representatives of the Company and others delivered to me. In rendering the opinions expressed below, I have assumed, without independent investigation or inquiry, (a) the authenticity and completeness of all documents submitted to me as originals, (b) the genuineness of all signatures on all documents that I or lawyers working under my supervision have examined, (c) the conformity to authentic originals and completeness of all documents submitted to me as certified, conformed or reproduction copies and (d) the legal capacity of all natural persons executing documents.

Based upon and subject to the foregoing and the assumptions, qualifications and limitations set forth herein, I am of the opinion that the Securities, when issuance thereof is instructed in accordance with the terms of the written consent dated June 4, 2009 of the Special Committee of the Board of Directors of the Company, will have been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the

Equity Distribution Agreement, as amended, will be validly issued by the Company and will be fully paid and nonassessable.

I am a member of the bar of the State of Ohio, and I do not express any opinion herein concerning the laws of any jurisdiction other than the laws of the State of Ohio, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America.

This opinion letter is limited to, and no opinion is implied or may be inferred beyond, the matters expressly stated herein. The opinions expressed herein are rendered only as of the date hereof, and I assume no responsibility to advise you of facts, circumstances, changes of law, or other events or developments that hereafter may occur or be brought to my attention and that may alter or modify the opinions expressed herein.

I hereby consent to the inclusion of this opinion letter as an exhibit to a Current Report on Form 8-K that will be filed by the Company and incorporated by reference into the Registration Statement, and to the reference to me in the Prospectus Supplement under the caption “Validity of Common Stock.” In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,


/s/ Alan J. Kreczko
Alan J. Kreczko
Executive Vice President and General Counsel

Exhibit 99.1

NEWS RELEASE


Media Contact(s):		Investor Contact(s):
Debora Raymond		Rick Costello
860-547-9613		860-547-8480
Debora.Raymond@thehartford.com		Richard.Costello@thehartford.com

The Hartford Completes Discretionary Equity Issuance Plan

Upsized plan raises $900 million

Hartford, Conn., August 6, 2009 — The Hartford Financial Services Group, Inc. (NYSE: HIG) announced today that it increased the size of and completed its discretionary equity issuance plan announced on June 12, 2009.

The company sold 56,108,703 shares of common stock under the plan at an average price of $16.03, for total gross proceeds of $900 million. The Hartford intends to use the net proceeds from the program for general corporate purposes, including the possible repurchase of outstanding debt.

“We are pleased to have successfully completed the company’s discretionary equity issuance plan shortly after announcing our second quarter results,” said Ramani Ayer, chairman and chief executive officer of The Hartford. “We saw strong demand from a broad range of investors, enabling us to increase the offering by $150 million to $900 million. This is an important indication that investors believe The Hartford has the strategy for building shareholder value and that we are on the path toward strengthening our long term financial position.”

Goldman Sachs acted as the company’s sales agent for the offering.

About The Hartford

Celebrating nearly 200 years as a trusted partner, The Hartford (NYSE: HIG) is an insurance-based financial services company that serves households and businesses by protecting their assets and income from risks. The company is a Fortune 500 company that 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.

2 — The Hartford Completes Discretionary Equity Issuance Plan

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.

Exhibit 99.2

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

AMENDMENT NO. 1 TO THE
EQUITY DISTRIBUTION AGREEMENT

August 5, 2009
Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement, dated June 12, 2009 (the “ Agreement ”), between The Hartford Financial Services Group, Inc., a Delaware corporation (the “ Company ”), and Goldman, Sachs & Co. (the “ Manager ”). In consideration of the mutual promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Manager hereby agree to enter into this Amendment No. 1 to the Agreement, dated the date hereof (the “ Amendment No. 1 ”).

SECTION 1. Definitions . Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.

SECTION 2. Amendment of the Agreement .

(a) On and after the Amendment Effective Date (as defined below), any reference in the Agreement to the phrase “$750,000,000” shall be deemed to read “$900,000,000”.

(b) The Amendment Effective Date shall be a Representation Date for all purposes under the Agreement.

(c) Notwithstanding Section 8(c) of the Agreement, the Agreement shall be deemed to have been in full force and effect at all times from and including the first date on which $750,000,000 aggregate offering price of the Shares have been sold under the Agreement to and including the Amendment Effective Date.

(d) Solely with respect to the Shares of which Time of Sale occurs on or after the Amendment Effective Date, the term “Prospectus Supplement” shall mean the final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Act on June 12, 2009, as supplemented by a prospectus supplement addendum, relating to such

Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the Amendment Effective Date, in the form furnished by the Company to the Manager in connection with the offering of such Shares.

(e) On and after the Amendment Effective Date, the first sentence of Section 3(e) of the Agreement is amended and restated in its entirety to read:

“The compensation to the Manager for sales of the Shares with respect to which the Manager acts as sales agent hereunder shall be equal to 1.5% of the gross offering proceeds of the Shares sold pursuant to this Agreement; provided that after aggregate gross offering proceeds of $500,000,000 and before aggregate gross offering proceeds of $750,000,000 have been generated by sales pursuant to this Agreement, the compensation to the Manager for any such sales of the Shares shall be reduced to 1.375%; provided further that after aggregate gross offering proceeds of $750,000,000 have been generated by sales pursuant to this Agreement, the compensation to the Manager for any additional sales of the Shares shall be further reduced to 1.25%.”

SECTION 3. Effectiveness . This Amendment No. 1 shall become effective as of the date hereof (the “ Amendment Effective Date ”). Upon the effectiveness hereof, all references in the Agreement to “this Agreement” or the like shall refer to the Agreement as further amended hereby.

SECTION 4. Counterparts . This Amendment No. 1 may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument.

SECTION 5. Law; Construction . THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. Entire Agreement . This Amendment No. 1 and the Agreement as further amended hereby constitute the entire agreement and understanding between the parties hereto and supersede any and all prior agreements and understandings relating to the subject matter hereof. Except as further amended hereby, all of the terms of the Agreement shall remain in full force and effect and are hereby confirmed in all respects.

[SIGNATURE PAGE FOLLOWS]

If the foregoing correctly sets forth the understanding between the Company and the Manager, please so indicate in the space provided below for that purpose, whereupon this Amendment No. 1 and your acceptance shall constitute a binding agreement between the Company and the Manager. Alternatively, the execution of this Amendment No. 1 by the Company and its acceptance by or on behalf of the Manager may be evidenced by an exchange of telegraphic or other written communications.


Very truly yours, THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By:	/s/ Ramani Ayer
	Name:	Ramani Ayer
	Title:	Chairman and Chief Executive Officer


ACCEPTED as of the date first above written GOLDMAN, SACHS & CO.
By:	/s/ Goldman, Sachs & Co.
	(Goldman, Sachs & Co.)