EX-4.2



 




Exhibit
4.2


EXECUTION VERSION




GLOBAL SECURITY



UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE
OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.




THE HARTFORD FINANCIAL SERVICES GROUP, INC.

6.300% Senior Note due March 15, 2018




CUSIP: 416515 AU8




			
	 	 	 
	No. R-1
	 	$500,000,000






     THE HARTFORD FINANCIAL SERVICES GROUP, INC., a corporation organized and existing under the
laws of Delaware (hereinafter called the “Company”, which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of FIVE HUNDRED MILLION U.S. Dollars on March 15,
2018, and to pay interest thereon from March 4, 2008 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually in arrears on March 15 and
September 15 in each year, commencing September 15, 2008, at the rate of 6.300% per annum, on the
basis of a 360-day year consisting of twelve 30-day months, until the principal hereof is paid or
duly provided for or made available for payment, and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of 6.300% per annum on any overdue principal and
premium and on any overdue installment of interest.



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     The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.



     Payment of the principal of (and premium, if any) and any interest on this Security will be
made at the office or agency of the Company maintained for that purpose in The City of New York, in
such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



     Any additional Securities issued under the same CUSIP as this Security shall be fungible with
this Security for U.S. federal income tax purposes.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed as of the date
below.



Dated: March 4, 2008




	 	 	 	 	 	 	 
	 	 	THE HARTFORD FINANCIAL SERVICES GROUP, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John N. Giamalis	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John N. Giamalis	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 






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Certificate of Authentication




     This is one of the Securities referred to in the within-mentioned Indenture.



Dated: March 4, 2008




	 	 	 	 	 	 	 
	 	 	The Bank of New York Trust Company, N.A.,

as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard C. Tarnas	 	 
	 

	 	 	 	 	 	 
	 	 	Authorized Signatory	 	 






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REVERSE OF SECURITY




     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
April 11, 2007 as supplemented and amended from time to time (herein called the “Indenture”),
between the Company and The Bank of New York Trust Company N.A., as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $500,000,000.



     All terms used in this Security that are defined in the Indenture shall have the meaning
assigned to them in the Indenture.



     The Company shall have the right, at its option, to redeem this Security, in whole or in part,
at any time and from time to time, at a redemption price equal to the greater of:



     1. 100% of the principal amount of the Securities of this series to be redeemed; or



     2. the sum of the present values of the remaining scheduled payments of principal and interest
on the Securities of this series to be redeemed (exclusive of interest accrued to the Redemption
Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the then current Treasury Rate plus 40 basis points.



In each case, the Company shall pay accrued and unpaid interest on the principal amount being
redeemed to the Redemption Date.



     “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining
Life”) of the Securities of this series to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such Securities.



     “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.



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     “Independent Investment Banker” means one of the Reference Treasury Dealers that the Company
appoints to act as the Independent Investment Banker from time to time.



     “Reference Treasury Dealer” means (1) each of Goldman, Sachs & Co., J.P. Morgan Securities
Inc. and one other primary U.S. Government securities dealer in New York City (“Primary Treasury
Dealer”) selected by Wachovia Capital Markets, LLC, and their respective successors, unless any of
them ceases to be a Primary Treasury Dealer, in which case the Company shall substitute another
Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Independent Investment Banker, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such
Redemption Date.



     “Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to:
(1) the yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the Remaining Life of the Securities of this series to be redeemed, yields
for the two published maturities most closely corresponding to the Comparable Treasury Issue shall
be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a
straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such
yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption
Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption
Date.



     Notice of redemption shall be mailed at least 30 but not more than 60 days before the
Redemption Date to each Holder of Securities of this series to be redeemed at its registered
address. The notice of redemption for such Securities shall state, among other things, the amount
of Securities of this series to be redeemed, the Redemption Date, the manner in which the
redemption price shall be calculated and the place or places that payment shall be made upon
presentation and surrender of such Securities to be redeemed. Unless the Company defaults in the
payment of the redemption price together with accrued interest, interest will cease to accrue on
any Securities of this series that



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have been called for redemption on the Redemption Date. The Company shall notify the Trustee of the
redemption price promptly after the calculation thereof and the Trustee shall have no
responsibility for such calculation.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.



     Installments of accrued and unpaid interest whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of the Securities of this series, or one or more
Predecessor Securities, registered as such at the close of business on the relevant Regular Record
Dates according to their terms.



     The Indenture contains provisions for satisfaction, discharge and defeasance of the entire
indebtedness on this security, upon compliance by the Company with certain conditions set forth
therein.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of (and premium, if any) and interest on this Security are payable,



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duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.



     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.



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ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 
	TEN COM 

	 	–
	 	as tenants in common
	 
	 	 	 	 
	TEN ENT

	 	–
	 	as tenants by the entireties
	 
	 	 	 	 
	JT TEN

	 	–
	 	as joint tenants with right of survivorship and not as
tenants in common






	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT –

	 	 	 	Custodian
	 	 
	 

	 	 
	 	 	 	 
	 

	 	(Minor)
	 	 	 	(Cust)






	 	 	 
	Under Uniform Gifts to Minors Act
	 	 
	 

	 	 
	 

	 	(State)






     Additional abbreviations may also be used though not in the above list.



 






     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



	 	 	 
	 
	 	 
	 	 	 
	[PLEASE INSERT SOCIAL SECURITY OR OTHER

	 
	IDENTIFYING NUMBER OF ASSIGNEE]
	 	 





 



 



 




[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]



the within Security and all rights thereunder, hereby irrevocably constituting and appointing such
person attorney to transfer such Security on the books of the Company, with full power of
substitution in the premises.




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Dated:                    



NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the within Security in every particular without alteration or enlargement or any change whatsoever.





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