EXHIBIT 10.1



 





Exhibit 10.01




THE HARTFORD FINANCIAL SERVICES GROUP, INC.




5,400,000 Shares of Common Stock, par value $.01 per share










THE HARTFORD EMPLOYEE STOCK PURCHASE PLAN










This document constitutes part of a prospectus covering

securities that have been registered under

the Securities Act of 1933.




     The Prospectus covers such additional securities as may be issuable as a
result of anti-dilution provisions contained in the instruments pursuant to
which securities covered by the Prospectus are issued.









THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE

SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES

COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR

ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR

ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE

CONTRARY IS A CRIMINAL OFFENSE.
















Amended and Restated as of January 1, 2004




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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page

	General
Information
	 	 	 	 
	The Hartford Employee Stock Purchase
Plan
	 	 	 	 
	Federal Tax
Treatment
	 	 	 	 
	Automatic Dividend
Reinvestment
	 	 	 	 
	Administration of the
Plan
	 	 	 	 
	Resale
Restrictions
	 	 	 	 
	Available
Information
	 	 	 	 







GENERAL INFORMATION




     The Hartford Financial Services Group, Inc. is offering up to 5,400,000
shares of its common stock, par value $.01 per share (the “Common Stock”),
pursuant to The Hartford Employee Stock Purchase Plan (the “Plan”). Eligible
employees (as defined in the Plan) may participate in the Plan by properly
enrolling in the Plan. As more fully set forth in the Plan, eligible employees
participating in the Plan may purchase, through payroll deductions, shares of
Common Stock on a quarterly basis at a discount from the fair market value (as
defined in the Plan) of the shares. The market value of shares of Common Stock
will fluctuate and may be more or less than the price at which shares were
purchased under the Plan.



     The text of the Plan is set forth below.



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THE HARTFORD EMPLOYEE STOCK PURCHASE PLAN




ARTICLE I

PURPOSE AND APPROVAL



1.1 Purpose of the Plan. The purpose of The Hartford Employee Stock Purchase
Plan is to provide a method whereby Employees of the Company may acquire a
proprietary interest in the Company through the purchase of Shares of common
stock of The Hartford. The Plan is intended to qualify as an “Employee Stock
Purchase Plan” as defined in the Code. The provisions of the Plan shall be
construed so as to extend and limit participation in a manner consistent with
the requirements of the Code.



1.2 Approval of the Plan. The Plan was approved by ITT Corporation, as sole
shareholder of The Hartford (formerly named ITT Hartford Group, Inc.), on
December 15, 1995. The Plan, as amended and restated, was adopted by the Board
on July 18, 1996.




ARTICLE II

DEFINITIONS



For purposes of the Plan, the following terms shall have the following
meanings:



“Account” means the account maintained by the Company for a Participant
pursuant to Section 3.3.



“Act” means the Securities Exchange Act of 1934, as amended.



“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 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: (A) 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 (i) 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 (ii) 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 (i) or (ii) 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 (B) 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


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Person’s participation in good faith in a firm commitment underwriting until
the expiration of forty days after the date of such acquisition.



“Board” means the Board of Directors of The Hartford.



“Change of Control” means the occurrence of any of the following:





A. 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 (within the meaning of Section 13(d) of the Act), other than
The Hartford or a subsidiary of The Hartford or any employee benefit plan
sponsored by The Hartford or a subsidiary of The Hartford is the
Beneficial Owner of twenty percent or more of the outstanding stock of
The Hartford entitled to vote in the election of directors of The
Hartford;




B. Any Person (within the meaning of Section 13(d) of the Act), other
than The Hartford or a subsidiary of The Hartford or any employee benefit
plan sponsored by The Hartford or a subsidiary of The Hartford shall
purchase shares pursuant to a tender offer or exchange offer to acquire
any stock of The Hartford (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, directly or indirectly, of fifteen percent or more of the
outstanding stock of The Hartford entitled to vote in the election of
directors of The Hartford (calculated as provided in paragraph (d) of
Rule 13d-3 under the Act in the case of rights to acquire shares);




C. Any merger, consolidation, recapitalization or reorganization of The
Hartford shall be consummated, other than any such transaction
immediately following which the persons who were the Beneficial Owners of
the outstanding securities of The Hartford entitled to vote in the
election of directors of The Hartford 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 Hartford
entitled to vote in the election of directors of The Hartford 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 Hartford, such surviving
entity or any subsidiary of such surviving entity;




D. 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 Hartford shall be consummated; or



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E. Within any 24 month period, the persons who were directors of The
Hartford 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 Hartford, 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 (i) 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 (E), and (ii) was not designated by
a Person who has entered into an agreement with The Hartford to effect a
transaction described in clause (C) or clause (D) of this definition of
Change of Control;


provided, however, that notwithstanding any provision in this Plan to the
contrary, in the event of a Change of Control as described in clause (C) or
clause (D) of this definition of Change of Control, in the case of a
Participant whose employment 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
such a Participant’s employment shall be deemed for purposes of the Plan to be
the day following the date of the applicable consummation.



“Code” means the Internal Revenue Code of 1986, as amended.



“Committee” means the Compensation and Personnel Committee of the Board, or
such other Committee as the Board may designate to administer the Plan pursuant
to Article VI.



“Company” means The Hartford and Hartford Fire Insurance Company, and any other
entity designated as a Participating Corporation pursuant to Section 3.1, and
any successor of any of the foregoing by merger or purchase or otherwise.



“Compensation” means “Compensation” as defined in The Hartford Investment and
Savings Plan, excluding (i) amounts deferred under any nonqualified deferred
compensation plan, (ii) performance shares payable pursuant to The Hartford
Incentive Stock Plan and performance units payable pursuant to The Hartford
Performance Unit Plan, (iii) bonuses, and (iv) any other payments designated by
the Committee.



“Effective Date” means the effective date of the Plan identified in Section
7.8.



“Eligible Employee” means an Employee described in Section 3.2.



“Employee” means any person regularly employed by the Company and having an
employment relationship principally with the Company within the meaning of Code
Section 423 (subject to the exclusion of such persons or classes of persons as
the Committee may determine that is consistent with The Hartford Investment and
Savings Plan, Code Section 423 and other applicable law), but shall not include
any person who performs services for the Company as an independent contractor
or under any other non-employee classification.


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“Exercise Price” means the purchase price for Shares purchased pursuant to the
exercise of an Option identified in Section 4.1.



“Fair Market Value” means, with respect to Shares on any particular date, the
closing market price of the Shares on the New York Stock Exchange on such date
or the nearest prior business day on which trading occurred on the New York
Stock Exchange.



“Offering” means an offering to Participants of Options to purchase Shares
under Section 4.1.



“Offering Commencement Date” means the first business day of the calendar
quarter applicable to the Offering.



“Offering Termination Date” means the last business day of the calendar quarter
applicable to the Offering.



“Option” means an option to purchase Shares granted pursuant to the Plan.



“Participant” means an Eligible Employee who has elected to participate in the
Plan pursuant to Section 3.3, and who has not become an ineligible Employee or
withdrawn from participation in the Plan pursuant to Article III.



“Participating Corporation” means a corporation designated pursuant to Section
3.1(B).



“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 Hartford, any subsidiary of The Hartford or any other
Person controlled by The Hartford, (ii) any trustee or other fiduciary holding
securities under any employee benefit plan of The Hartford or of any subsidiary
of The Hartford, or (iii) a corporation owned, directly or indirectly, by the
stockholders of The Hartford in substantially the same proportions as their
ownership of securities of The Hartford.



“Plan” means The Hartford Employee Stock Purchase Plan.



“Plan Administrator” has the meaning described in Article VI.



“Potential Change of Control” means:





A. A Person shall commence a tender offer, which if successfully
consummated, would result in such Person being the Beneficial Owner of at
least 15% of the stock of The Hartford entitled to vote in the election
of directors of The Hartford;




B. The Hartford enters into an agreement, the consummation of which
would constitute



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a Change of Control;




C. Solicitation of proxies for the election of directors of The Hartford
by anyone other than The Hartford, which, if such directors were elected,
would result in the occurrence of a Change of Control as described in
clause (E) of the definition of “Change of Control” above; or




D. Any other event shall occur which is deemed to be a Potential Change
of Control by the Board, the Committee, or any other appropriate
committee of the Board in its sole discretion.


“Share” means one share of common stock ($.01 par value) of The Hartford.



“The Hartford” means The Hartford Financial Services Group, Inc., and any
successor by merger or purchase or otherwise.



“The Hartford Income Protection Plan” means The Hartford Income Protection
Plan, as may be amended from time to time, certain standards of which are to be
applied to an Employee to the extent provided herein, regardless of whether
such Employee is covered under such Plan.



“The Hartford Investment and Savings Plan” means The Hartford Investment and
Savings Plan, as may be amended from time to time, certain standards of which
are to be applied to an Employee to the extent provided herein, regardless of
whether such Employee is covered under such Plan.



“Transfer Agent” means the officially designated transfer agent of The
Hartford.




ARTICLE III

ELIGIBILITY AND PARTICIPATION




3.1 Granting of Options to Employees





A. Granting of Options to Company Employees Only. To the extent
permitted by the Plan, Options to purchase Shares hereunder shall only be
granted to Employees of the Company.




B. Designation of Additional Participating Corporations. Designations
of additional corporations whose Employees may be granted Options to
purchase Shares to the extent permitted hereunder may be made from time
to time by the Committee from among the group of corporations which
includes (i) The Hartford’s subsidiary corporations as of the Effective
Date of the Plan, and (ii) corporations that become parent or subsidiary



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corporations of The Hartford after the Effective Date of the Plan.




C. Employee Rights and Privileges. All Employees granted Options under
the Plan shall have the same rights and privileges, except that the
Committee may from time to time provide for differences in the rights and
privileges of Employees granted Options hereunder, so long as such
differences do not jeopardize the qualification of the Plan under Code
Section 423 or violate other applicable law.


3.2 Eligibility of Employees. Employees who qualify as Eligible Employees
pursuant to this Section shall be eligible to elect to participate in the Plan
in accordance with Section 3.3.





A. Eligible Employee Defined. Except as otherwise required by Code
Section 423 or other applicable law, an Employee shall be considered an
Eligible Employee for purposes of participation in the Plan on the first
date such Employee both: (i) has reached age 19, and (ii) has completed
at least six months of service as an Employee of the Company, provided,
however, that except as the Board 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 any person who performs services for the Company as an independent
contractor or under any other non-employee classification.




B. Rehired Employees. If an Eligible Employee who has ceased to be an
Employee becomes an Employee again on a date thereafter, such Employee
automatically shall become an Eligible Employee effective as of the
Offering Commencement Date following such date.




C. Employees Deemed Ineligible for Participation




(i) Receipt of Hardship Withdrawal. If an Employee receives a
“safe harbor” hardship withdrawal under The Hartford Investment and
Savings Plan, or any other plan maintained by the Company or its
affiliates that is qualified under Code Section 401(k), and such
Employee ceases certain savings for a period of not less than 6
months as required by any such plan, such Employee shall be deemed
an ineligible Employee for such 6 month period. Such Employee
shall no longer be deemed an ineligible Employee as of the Offering
Commencement Date following the end of such period.




(ii) Receipt of Benefits for Total Disability. An Employee shall
be deemed an ineligible Employee during the period such Employee
receives benefits for a total disability under The Hartford Income
Protection Plan or any other long-term disability plan or program
maintained by the Company or its affiliates. Such an Employee who
is also a Participant shall be deemed to have filed a withdrawal
form in accordance with Section 3.4(A) on the date such Employee
first begins



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receiving such Long-Term Disability benefits, and such deemed
filing shall have the same consequences as would the actual filing
of a withdrawal form pursuant to Section 3.4(A). As of the
Offering Commencement Date following the end of the period during
which such benefits are received, such Employee shall no longer be
deemed an ineligible Employee pursuant to this Section.




(iii) 5% Owners. No Option shall be granted hereunder to any
Employee who, immediately after the Option is granted, would own,
within the meaning of Code Section 424(d), shares possessing 5% or
more of the total combined voting power or value of all classes of
stock of The Hartford or any affiliate thereof. For purposes of
this Section, Shares that an Employee would be entitled to purchase
on the Offering Termination Date applicable to an Option that has
been granted pursuant to Section 4.1 or any other qualified
employee stock purchase plan maintained by the Company or its
affiliates shall be treated as owned by the Employee.




(iv) Employees with Exercise Rights In Excess of $25,000 Per Year.
No Option shall be granted hereunder to any Employee if, within
the calendar year in which such Option first becomes exercisable,
such Option (together with any other options that first become
exercisable in such year that have been granted to the Employee
under the Plan or any other qualified employee stock purchase plan
maintained by the Company or its affiliates) would provide the
Employee with the right in such year to purchase Shares having a
Fair Market Value (determined on the Offering Commencement Date
applicable to each such option) in excess of $25,000.




(v) Other Employees. The Committee may from time to time deem
ineligible for participation hereunder any class or group of
Employees, so long as the exclusion of such class or group from
participation does not jeopardize the qualification of the Plan
under Code Section 423 or violate other applicable law.



3.3 Election to Participate.





A. Payroll Deduction Authorization Form. An Eligible Employee may elect
to participate in the Plan by filing a properly completed authorization
form, or such other authorization as the Plan Administrator shall
require, with the party and by the date designated by the Plan
Administrator. Such form shall authorize automatic payroll deductions
from a Participant’s Compensation for each pay period commencing on the
Offering Commencement Date next succeeding receipt of the timely filed
authorization form by the designated party (or such other date as may be
designated by the Plan Administrator), and continuing until (i) the
Participant changes the amount of such payroll deductions pursuant to
Section 3.3(C), (ii) the Participant becomes an ineligible Employee or
withdraws from participation in the Plan pursuant to Article III, (iii)
the Plan



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is suspended or terminated pursuant to Section 7.11, or (iv) the
Committee otherwise determines.




B. Amount of Payroll Deductions. The payroll deductions authorized by
the Participant shall be in whole percentages, not less than 1% and not
more than 10% of Compensation, for each pay period, in effect on the date
the payroll deductions to which the authorization form relates are made.




C. Changes in Payroll Deductions. Subject to Section 3.3(B), a
Participant may increase or decrease the amount of payroll deductions
previously authorized by filing a properly completed change form, or such
other authorization as the Plan Administrator shall require, with the
party and by the date designated by the Plan Administrator. Such change
shall be made in whole percentages of Compensation, and shall be
effective beginning on the Offering Commencement Date next succeeding the
receipt of the timely filed change form by the designated party (or such
other date as may be designated by the Plan Administrator).




D. Participant’s Account. The Company shall maintain payroll deduction
Accounts for all Participants. Payroll deductions made from a
Participant’s Compensation shall be credited to the Participant’s
Account, and shall be applied for the purchase of Shares pursuant to
Article IV. No interest shall be paid or allowed on any payroll
deductions credited to a Participant’s Account.



3.4 Withdrawal From Participation





A. In General. A Participant may at any time withdraw from
participation in the Plan by filing a properly completed withdrawal form,
or such other authorization as the Plan Administrator shall require, with
the party and by the date designated by the Plan Administrator. As soon
as practicable after receipt of the timely filed withdrawal form by the
designated party, no further payroll deductions shall be made from the
Participant’s Compensation and no Options shall be granted to the
Participant during any Offering commencing thereafter, unless the
Participant elects again to participate in the Plan pursuant to Section
3.3. If such withdrawal form is received by the designated party in the
first or second month of a particular calendar quarter, then all payroll
deductions at that time credited to the Participant’s Account which have
not already been applied for the purchase of Shares hereunder shall be
repaid to the Participant. If such withdrawal form is received by the
designated party in the third month of a particular calendar quarter,
then all payroll deductions at that time credited to the Participant’s
Account which have not already been applied for the purchase of Shares
hereunder shall be applied to the purchase of Shares at the end of such
calendar quarter in accordance with the Plan.



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B. Termination of Employment.




(i) General Rule. Except as provided in Section 3.4(B)(ii), if a
Participant ceases to be an Employee for any reason, all payroll
deductions credited to the Participant’s Account as of the date the
Participant’s employment terminates which have not already been
applied for the purchase of Shares hereunder shall be
applied to the purchase of Shares at the end of the calendar
quarter following such termination in accordance with the Plan.




(ii) Exception for Terminations in the First or Second Month of a
Calendar Quarter. If a Participant ceases to be an Employee for
any reason in the first or second month of a particular calendar
quarter, and such Participant files a properly completed withdrawal
form (or such other authorization as the Plan Administrator shall
require) that is received in such first or second month by the
party designated by the Plan Administrator, then all payroll
deductions credited to the Participant’s Account as of the date the
Participant’s employment terminates which have not already been
applied for the purchase of Shares hereunder shall be repaid to the
Participant.



ARTICLE IV

GRANTING AND EXERCISE OF OPTIONS




4.1 Granting of Options





A. Quarterly Offerings. The Plan shall be implemented by Offerings to
Participants of Options to purchase Shares. Offerings shall be made each
calendar quarter. Each Offering shall commence on the Offering
Commencement Date and shall terminate on the Offering Termination Date.
The first Offering Commencement Date shall be the Effective Date of the
Plan as provided in Section 7.8. Offerings shall continue to be made
under the Plan until the later of (i) the date the maximum number of
Shares identified in Article V has been purchased pursuant to Options
granted hereunder, or (ii) the Plan is terminated or suspended pursuant
to Section 7.11.




B. Granting of Options. On the Offering Commencement Date for each
Offering period, a Participant automatically shall be granted a separate
Option to purchase for the applicable Exercise Price a maximum number of
Shares equal to the accumulated payroll deductions credited to the
Participant’s Account as of the Offering Termination Date for such
period, divided by 85% of the lesser of (i) the Fair Market Value of the
Shares on the Offering Commencement Date, or (ii) the Fair Market Value
of the Shares on the Offering Termination Date.



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C. Exercise Price. The Exercise Price for Options granted hereunder
shall be 85% of the lesser of (i) the Fair Market Value of the Shares on
the Offering Commencement Date, or (ii) the Fair Market Value of the
Shares on the Offering Termination Date.



4.2 Exercise of Options





A. Automatic Exercise. Except as otherwise provided in the Plan or
determined by the Committee, an Option granted to a Participant hereunder
shall be deemed to have been exercised automatically on the Offering
Termination Date applicable to such Option. Such exercise shall be for
the purchase, on or as soon as practicable after the Offering Termination
Date, of the number of full and/or fractional Shares that the accumulated
payroll deductions credited to the Participant’s Account as of the
Offering Termination Date will purchase at the applicable Exercise Price
(but not in excess of the number of Shares for which an Option has been
granted to the Participant pursuant to Section 4.1).
The Participant’s Account shall be charged for the amount of the
purchase, and the Participant’s ownership of the Shares purchased shall
be appropriately evidenced on the books of the Company.




B. Restrictions on Exercise of Options




(i) Exercise of Options. As required by Code Section 423, any
Option granted hereunder shall in no event be exercisable after the
expiration of 27 months following the Offering Commencement Date
applicable thereto.




(ii) Exercise by the Participant Only. During the Participant’s
lifetime, any Option granted to the Participant shall be
exercisable only by such Participant.




(iii) Other Restrictions. Under no circumstances shall any Option
be exercised, nor shall any Shares be issued hereunder, until such
time as the Company shall have complied with all applicable
requirements of (a) the Act, (b) all applicable listing
requirements of any securities exchange on which the Shares are
listed, and (c) all other applicable requirements of law or
regulation.




C. Issuance of Certificates. Except as otherwise provided in the Plan,
certificates with respect to Shares purchased hereunder shall be issued
to the Participant (i) upon request by the Participant to the Transfer
Agent only if such Shares were purchased at least 21 months prior to such
request, or (ii) at the direction of the Plan Administrator at such
earlier time as determined appropriate by the Plan Administrator. The
Transfer Agent shall issue and deliver such certificates as soon as
practicable after receipt of such a request. The Participant shall pay
any fees charged by the Transfer Agent for its services. The Hartford
shall not be required to issue any certificates for fractional Shares.
If a Participant requests certificates for Shares for the purpose of
disposing of all of the



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Participant’s Shares, the Company shall pay to the Participant cash in
lieu of any fractional Shares, based on the Fair Market Value of such
fractional Shares as of the date of the issuance of such certificates.




D. Registration of Certificates. Certificates shall be registered only
in the name of the Participant.




E. Rights as a Shareholder. The Participant shall have no rights or
privileges of a shareholder of The Hartford with respect to Options
granted or Shares purchased hereunder, unless and until such Shares shall
have been appropriately evidenced on the books of the Company.




F. Automatic Dividend Reinvestment. If The Hartford pays a cash
dividend on Shares and a Participant is entitled to receive such dividend
on Shares that have been purchased under the Plan, such dividend shall
not be paid in cash, but shall be paid in the form of additional Shares
(“Reinvested Shares”), upon such terms and conditions as the Plan
Administrator shall determine, subject to this subsection F. Reinvested
Shares may be purchased directly from The Hartford from its treasury
and/or authorized and unissued Shares, and/or purchased on the open
market. Reinvested Shares shall be purchased at 100% of market value and
not at the Option Exercise Price set forth in Section 4.1(C). A
Participant’s Account shall be credited with the number of Shares, and
fractions thereof, equal to the amount of the dividend paid on a
Participant’s Shares acquired under the Plan divided by the purchase
price of the Reinvested Shares.



ARTICLE V

STOCK AND CORPORATE CHANGES



5.1 Maximum Shares. The maximum aggregate number of Shares which may be
purchased under the Plan shall be 5.4 million, subject to adjustment upon
certain corporate changes as provided in Section 5.2. If the total number of
Shares for which Options are exercised on any Offering Termination Date exceeds
such maximum number, the Committee shall make a pro rata allocation of the
Shares available for purchase in as nearly a uniform manner as shall be
practicable and as it shall determine to be equitable, and the balance of
payroll deductions credited to the Account of each Participant shall, to the
extent not applied for the purchase of Shares, be refunded to the Participants
as soon as practicable thereafter.



5.2 Adjustment Upon Corporate Changes. In the event of any stock dividend,
stock split, recapitalization (including, without limitation, the payment of an
extraordinary dividend), merger, consolidation, combination, spin-off,
distribution of assets to shareholders (other than ordinary cash dividends),
exchange of Shares, or other similar corporate change with respect to The
Hartford, the Committee (i) shall determine the kind of Shares that may be
purchased under the Plan after such event, and (ii) may, in its discretion,
adjust the aggregate number of Shares




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available for purchase under the Plan or subject to outstanding Options and the
respective Exercise Prices applicable to outstanding Options. Any adjustment
made by the Committee pursuant to the preceding sentence shall be conclusive
and binding on the Company and all Employees. For purposes of this Section,
any distribution of Shares to shareholders in an amount aggregating 20% or more
of the outstanding Shares shall be deemed a stock split, and any distribution
of Shares aggregating less than 20% of the outstanding Shares shall be deemed a
stock dividend.



5.3 Change of Control. Notwithstanding anything herein to the contrary, and
to the extent not prohibited by Code Section 423, upon the occurrence of a
Change of Control, the Plan shall continue without interruption and
Participants may continue to participate in the Plan (unless participation
first terminates under the terms of the Plan) until the earlier of (A) the date
on which the Plan is suspended or terminated by the Committee, or (B) such
other date as may be determined by the Plan Administrator. The earlier of such
dates shall be deemed to be the Offering Termination Date for purposes of the
final purchase of shares under the Plan.




ARTICLE VI

ADMINISTRATION




6.1 Appointment of Committee.





A. Except as otherwise provided in the Plan or delegated by the
Committee pursuant to this Article VI, the Plan shall be administered
by the Committee.




B. The Committee shall have the full power, discretion and authority to
interpret, construe and administer the Plan and any part thereof in any
manner deemed appropriate in its sole discretion, and to resolve all
questions arising under the Plan in any manner deemed appropriate in its
sole discretion, including, but not limited to, questions of
interpretation with respect to eligibility to participate in the Plan,
employment status, amount and timing of benefits payable under the Plan
and all other definitions and questions of interpretation.




C. The resolutions, constructions, interpretations and other
determinations and actions taken by the Committee hereunder shall be
final, conclusive and binding for all purposes on all parties who have a
claim or interest under the Plan.




D. The Committee may, in its sole discretion, delegate such of its
powers as it deems appropriate to the Group Senior Vice President, Human
Resources (or successor or other person holding a similar position) of
The Hartford or the Chief Executive Officer of The Hartford.



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6.2 Delegation of Certain Authority to Plan Administrator. Except as
otherwise provided in the Plan, required by applicable law, or determined by
the Committee, the Plan Administrator shall be the Group Senior Vice President,
Human Resources of The Hartford (or successor or other person holding a similar
position) or the Chief Executive Officer of The Hartford. Except as otherwise
provided in the Plan, required by applicable law, or determined by the
Committee: (A) the Plan Administrator shall be responsible for the performance
of such administrative duties under this Plan that are not otherwise reserved
to the Committee by the Plan, (B) the Plan Administrator shall have the full
power, discretion and authority to interpret, construe and administer the Plan
and any part thereof in any manner deemed appropriate in its sole discretion,
and to resolve all questions arising under the Plan in any manner deemed
appropriate in its sole discretion, including, but not limited to, questions of
interpretation with respect to eligibility to participate in the Plan,
employment status, amount and timing of benefits payable under the Plan, and
all other definitions and questions of interpretation, (D) the resolutions,
constructions, interpretations and other determinations and actions taken by
the Plan Administrator hereunder shall be final, conclusive and binding for all
purposes on all parties who have a claim or interest under the Plan, and (E)
the Plan Administrator may, in its sole discretion, delegate such of its powers
as it deems appropriate to other members of senior management of the Company.




ARTICLE VII

MISCELLANEOUS



7.1 No Employment Rights. The Plan shall not, directly or indirectly, create
in any Employee or class of Employees any right with respect to continuation of
employment with the Company. The Plan shall not interfere in any way with the
Company’s right to terminate, or otherwise modify, an Employee’s employment at
any time.



7.2 Rights Not Transferable. Any rights of the Participant under the Plan
shall not be transferred other than (i) by will, (ii) by the laws of descent or
distribution, or (iii) pursuant to a qualified domestic relations order as
defined in the Code.



7.3 Tax Withholding. The Committee shall have the right to make such
provisions as deemed appropriate in its sole discretion to satisfy any
obligation of the Company to withhold federal, state or local income or other
taxes incurred by reason of the operation of the Plan or an option granted
under the Plan, including but not limited to at any time: (i) requiring a
Participant to submit payment to the Company for such taxes before making
settlement of any Shares or other amount due under the Plan, (ii) withholding
such taxes from wages or other amounts due to the Participant before making
settlement of any Shares or other amount due under the Plan, (iii) making
settlement of any Shares or other amount due under the Plan to a Participant
part in Shares and part in cash to facilitate satisfaction of such withholding
obligations, or (iv) receiving Shares already owned by, or withholding Shares
otherwise due to, the Participant in an amount determined necessary to satisfy
such withholding obligations; provided, however, that,


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notwithstanding any language herein to the contrary, any Participant who is an
executive officer of the Company (within the meaning of Section 16 of the Act)
shall have the right to satisfy his or her obligations to the Company pursuant
to this Section 7.3 by instructing the Company not to deliver to the
Participant Shares otherwise deliverable to the Participant in an amount
sufficient to satisfy such obligations to the Company.



7.4 Compliance with Applicable Law. The Plan shall not be interpreted or
administered in any
way that would cause the Plan to be in violation of Code Section 423 or other
applicable law.



7.5 Expenses. The Company shall pay all expenses related to the
administration of the Plan, except charges imposed by the Transfer Agent for
issuing certificates for Shares, sales charges and commissions applicable to
Shares, charges for back records and research performed at the request of the
Participant, and such other expenses as may be designated by the Committee. The
Participant shall pay all expenses related to administration of the Plan that
are not paid for by the Company.



7.6 Delivery of Shares to Estate Upon Death. In the event of the death of a
Participant, any Shares purchased by the Participant hereunder, other than
Shares as to which the Participant previously received certificates, shall be
issued and delivered to the estate of the Participant as soon as practical
thereafter.



7.7 Effect of Plan. The provisions of the Plan shall be binding upon, and
inure to the benefit of, all successors of each Participant, including without
limitation the Participant’s estate and the executors, administrators or
trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy
or representative of creditors of such Participant.



7.8 Use of Funds. All funds received or held by the Company pursuant to the
Plan may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate such funds from its general assets.



7.9 Plan Share Purchases. Shares subject to purchase by Participants under
the Plan shall, in the discretion of the Committee, be made available from
treasury Shares, authorized but unissued Shares, reacquired Shares, and/or
Shares purchased on the open market.



7.10 Effective Date. The Plan shall be effective on the first business day of
the calendar quarter occurring on or after the later of (i) October 1, 1996,
(ii) the effective date of the Form S-8 Registration Statement covering Shares
authorized for purchase under the Plan, or (iii) such other date as may be
designated by the Committee.



7.11 Amendment or Termination of the Plan. The Committee may from time to
time amend, modify or suspend the Plan to the extent it deems, in its sole
discretion, advisable and consistent with the purposes of the Plan and
applicable law. The Committee or the Board shall have the


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power at any time to terminate the Plan and all rights of Employees under the
Plan. Notwithstanding the foregoing, no amendment that would (i) effect an
increase in the number of Shares which may be purchased under the Plan, which
increase is of a type that would require shareholder approval under Code
Section 423, or (ii) effect a change in the designation of the corporations
whose Employees may be offered Options under the Plan, which change is of a
type that would require shareholder approval under Code Section 423, shall
become effective unless the shareholder approval required by Code Section 423
is obtained. 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 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, and ending upon the
earlier of: (a) the second anniversary of the date of such Potential Change of
Control, (b) the date a Change of Control occurs, or (c) the date the Board or
the Committee determines in good faith that a Change of Control is no longer
threatened. Further, notwithstanding anything in this Plan to the contrary,
no amendment, modification, suspension or termination following a Change of
Control shall adversely impair or reduce the rights of any person with respect
to a prior Award without the consent of such person.



7.12 Subsidiary Plans Required to Satisfy Local Law. The Committee may
approve or adopt discount Share purchase plans, or other similar or related
plans consistent with the purposes of the Plan, for Employees of subsidiaries
of the Company as required to meet the provisions of the tax or securities laws
or other applicable laws, rules or regulations in the jurisdictions in which
any subsidiary operates. Any Shares purchased under any such subsidiary plans
shall be deemed to have been purchased under the Plan. The Committee, in its
sole discretion and to the extent permitted by applicable law, may delegate its
authority under this Section to (i) any other appropriate committee of the
Company, or (ii) to the Chief Executive Officer of The Hartford or any other
appropriate officer of the Company.



7.13 Governing Law. The laws of the State of Connecticut shall govern all
matters relating to the Plan, except to the extent such laws are superseded by
the laws of the United States.



7.14 Merger Clause. The terms of the Plan are wholly set forth in this
document, including certain standards of certain other plans which are to be
applied to an Employee for purposes of the Plan to the extent provided herein,
regardless of whether such Employee is covered under such plans. This Section
shall in no way limit the authority of the Committee and the Plan Administrator
to administer the Plan as provided herein.





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FEDERAL TAX TREATMENT




     Set forth below is a summary of the current federal income tax
consequences under the Internal Revenue Code of 1986, as amended (the “Code”)
of the purchase of shares of Common Stock under the Plan. The following
summary does not include any discussion of state, local or foreign income tax
consequences or the effect of gift, estate or inheritance taxes, any of which
may be significant to a particular employee. In addition, this summary does
not apply to every specific transaction that may occur. Each employee
participating in the Plan should consult his or her tax advisor for precise
advice pertaining to his or her particular circumstances.



          Under present federal income tax law and regulations:



          1. The amounts deducted from an employee’s paycheck will be subject to
withholding and taxes as ordinary income.



          2. An employee will not be required to report any taxable income or pay
any tax at the time an option is exercised.



          3. If the employee holds any share purchased under the Plan for more than
two years after the date of grant of the option and for more than one year
after the exercise date of the option, then any gain realized upon the sale or
other disposition of that share will be taxed as long-term capital gain, and
any loss will be a long-term capital loss, except that an amount equal to the
lesser of (a) the excess of the fair market value of the share at the time the
option was granted over the price at which such option could have been
exercised at that time if it had then been exercisable and (b) the amount, if
any, by which the fair market value of the share at the time of such
disposition exceeds the price actually paid for the share under the option,
will be taxed as ordinary income in the taxable year in which such sale or
other disposition occurs. If an employee disposes of the share, such amount of
ordinary income realized upon the sale or other disposition of the share (plus
any brokerage commissions or fees paid in connection with such disposition)
will increase the employee’s tax basis in the share for determining gain or
loss upon such sale or other disposition of the share. The Company (or the
relevant Participating Corporation) will not be entitled to a deduction for
federal income tax purposes in connection with such sale or other disposition.



          4. If an employee disposes of any share purchased under the Plan within
two years after the date of grant of the option or within one year from the
date of exercise of the option, the employee should report as ordinary income
for the taxable year in which the disposition occurs the amount by which the
market value of such share on the date of the exercise of such option exceeded
the amount the employee paid for such share. Any such ordinary income (plus any
brokerage commissions or fees paid in connection with such disposition) will
increase the employee’s tax basis for the purpose of determining gain or loss
on the sale or exchange of the share. The employee will be considered to have
disposed of a share if such employee sells,



18









 




exchanges, makes a gift or transfers (except by pledge, tax free
reorganization or by transfer on death) legal title to the share. Any gain or
loss on the sale or exchange of a share will generally be a short-term capital
gain or loss if the share was held for one year or less and a long-term capital
gain or loss if the share was held more than a year. The Company (or the
relevant Participating Corporation) will be entitled to a deduction for Federal
income tax purposes at the same time and in the same amount as the employee is
considered to have realized ordinary income in connection with such a
disposition.




          5. If an employee dies holding any share acquired by such employee under
the Plan, an amount equal to the lesser of (a) the excess of the fair market
value of the share at the time the option was granted over the price at which
such option could have been exercised at that time if it had been exercisable
and (b) the amount, if any, by which the fair market value of the share at the
date of death exceeds the price actually paid for the share under the option
will be included in the employee’s gross income as ordinary income for the year
of such employee’s death. Under these circumstances, the Company (or the
relevant Participating Corporation) is not allowed an income tax deduction in
connection with an option.



          6. Dividends credited to a participant’s account in the form of Reinvested
Shares (as defined below) will be taxable as ordinary income in the year in
which they are received. When Reinvested Shares are sold, the cost basis for
determining taxable gain or loss will be the amount that a participant included
in his or her income at the time the dividend was paid by the Company. For
purposes of determining long-term or short-term capital gain or loss, a
participant’s holding period for Reinvested Shares will begin on the date that
the Reinvested Shares were acquired for the participant’s account.



     The foregoing summary is general, and is based on current law and
regulations and, accordingly, is subject to change at any time. It does not
apply to all specific transactions which may occur. In particular, it may not
apply if the employee should be on a leave of absence at any time while an
option is outstanding, unless the leave is a bona fide leave which is taken for
a period not exceeding ninety days (or longer if required by law) or during
which the employee’s right to reemployment is guaranteed by statute or
contract.



     Participating employees who are subject to taxation outside of the United
States should obtain advice on the tax consequences of participation in the
Plan.



AUTOMATIC DIVIDEND REINVESTMENT




     The Hartford may, from time to time, declare and pay a cash dividend
(“Dividend”) to the holders of shares of Common Stock. The Dividends payable
to Plan participants on full or fractional shares of Common Stock purchased
under the Plan will not be paid in cash, but instead will be reinvested in
additional full or fractional shares of Common Stock (“Reinvested Shares”).



19









 





     Dividends paid on Reinvested Shares will also be reinvested. The Plan’s
agent/broker (“Agent”) will purchase shares, as described below, in order to
reinvest Dividends. Reinvested Shares may be purchased (i) directly from The
Hartford from its authorized and unissued shares and /or treasury shares of
Common Stock, and/or (ii) on the open market.



     A Plan participant will be entitled to receive a Dividend in the form of
Reinvested Shares only if he or she was a stockholder of record as of the date
set as the Dividend record date by The Hartford’s board of directors. A Plan
participant will be a stockholder of record only as to those full and/or
fractional shares of Common Stock that have been purchased under the Plan,
credited to a Participant’s account and recorded on The Hartford’s stock
records.



     If Reinvested Shares are purchased directly from The Hartford from its
treasury and/or unissued shares, such Reinvested Shares will be purchased at
the closing price of shares of Common Stock on the New York Stock Exchange
(“NYSE”) on the date declared by The Hartford as the Dividend payment date
(“Dividend Payment Date”). If Reinvested Shares are purchased on the open
market, the Plan’s Agent will use its best efforts to purchase Reinvested
Shares on the Dividend Payment Date or as soon thereafter as possible.
However, for a number of reasons beyond the Agent’s control, it is possible
that the full amount of participants’ funds may not be able to be reinvested in
additional shares on the Dividend Payment Date. Neither The Hartford nor the
Agent will be liable for uninvested Dividends when conditions interfere with
the timing of purchases of Common Stock on the open market.



     In making open market purchases, the Agent may commingle a participant’s
Dividends with those of other participants. For each open market purchase, the
price at which Reinvested Shares will be credited to a participant’s account
will be the average price of all shares purchased for participants with their
aggregate Dividends. If both open market purchases and shares of Common Stock
issued by The Hartford are used to acquire Reinvested Shares, the price at
which Reinvested Shares will be credited to a participant’s account will be the
average price of all shares purchased on the open market and those acquired
from The Hartford, as described above. Interest will not be paid on Dividends
during the time that they have not been reinvested.



     The number of Reinvested Shares to be purchased for each participant
depends on the amount of the participant’s Dividend, and the price per share
paid for the Reinvested Shares as described above. A participant’s account will
be credited with a number of shares, including fractional shares computed to
four decimal places, equal to the total amount of the participant’s Dividend
divided by the per share purchase price of the Reinvested Shares. Reinvested
Shares will be acquired at full market value, as described above, and not at
the 15% market discount applicable to shares of Common Stock acquired under the
Plan by payroll deductions.



     Any stock dividend or stock split distributed by The Hartford on shares of
Common Stock purchased under the Plan, including Reinvested Shares, will be
credited to the participant’s account. Dividends paid on these shares will
also be reinvested.



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          The reinvestment of Dividends under the Plan is separate from the
reinvestment of Dividends under The Hartford’s Automatic Dividend Reinvestment
and Cash Payment Plan (“DRIP”). The DRIP is available to stockholders of The
Hartford whose shares are not acquired under the Plan. A participant who owns
Common Stock outside of the Plan or other Company plans may have Dividends paid
on such shares reinvested through the DRIP; such shares may not be deposited in
the Plan for reinvestment.



ADMINISTRATION OF THE PLAN




          The Plan is not subject to the requirements of the Employee Retirement
Income Security Act of 1974 (“ERISA”). The Compensation and Personnel
Committee of the Board of Directors (the “Committee”), and the Plan
Administrator (as defined in the Plan) (to the extent the Committee delegates
duties to the Plan Administrator), administer the Plan but do not act as
trustees or in any other fiduciary capacity with respect thereto.



RESALE RESTRICTIONS




          The Plan contains no restrictions on the resale of Common Stock after it
is purchased. However, affiliates of The Hartford, which may include
directors and certain officers of The Hartford, may not reoffer or resell
shares of Common Stock in a transaction which is not registered under the
Securities Act except pursuant to Rule 144 under such Act or another exemption
thereunder. Rule 144 requires, among other things, that (1) any sales of
Common Stock by an affiliate must be through a broker, and (2) SEC Form 144
must be mailed to the SEC prior to or concurrently with the placing of a sell
order with the broker if the amount sold during any three month period exceeds
500 shares or has an aggregate sale price of more than $10,000.



AVAILABLE INFORMATION




     The Hartford will provide, without charge, upon the written or oral
request of any person to whom this Prospectus is delivered, a copy of any of
the following documents, all of which are incorporated by reference in this
Prospectus:




	(a)	 	The Hartford’s latest annual report filed pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”);
	 
	(b)	 	All other reports filed by The Hartford pursuant to sections 13(a),
13(c), 14 and 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above; and
	 
	(c)	 	The description of the Common Stock contained in a registration statement
filed under the Exchange Act, and any amendment or report filed to update
such description.





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     All documents subsequently filed by The Hartford pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.



     In addition, The Hartford will provide, without charge, upon the written
or oral request of any person to whom this Prospectus is delivered, the
following documents:




	(a)	 	When updating information is furnished, a copy of all
documents previously delivered containing Plan information that then
constitute part of this Prospectus; and
	 
	(b)	 	A copy of whichever of the following was previously
distributed pursuant to Rule 428(b)(2) under the Securities Act of
1933, as amended (the “Securities Act”):






	(i)	 	The Hartford’s annual report to stockholders
containing the information required by Rule 14a-3(b) under the
Exchange Act for its latest fiscal year;
	 
	(ii)	 	The Hartford’s annual report on Form 10-K for its
latest fiscal year; or
	 
	(iii)	 	The latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited
financial statements for The Hartford’s latest fiscal year.





     Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this Prospectus
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.



     All requests for documents, as well as for other information concerning
the Plan and its administrators, should be directed to the Plan Administrator,
The Hartford Financial Services Group, Inc., Hartford Plaza, 690 Asylum Avenue,
Hartford, Connecticut 06115, telephone
(860) 547-5000.



* * *




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