Filed by Bowne Pure Compliance






Exhibit 10.01




EXECUTION COPY

Variable Term collared Share Repurchase Transaction 




To:

The Hartford Financial Services Group, Inc.

690 Asylum Drive

Hartford, CT 06115




From:

Credit Suisse International

One Cabot Square

London E14 4QJ

England



This letter agreement (this “Confirmation”) confirms the terms and conditions of the
accelerated share repurchase transaction (the “Transaction”) entered into between The
Hartford Financial Services Group, Inc. (“Counterparty”) and Credit Suisse International
(“CSI”), represented by Credit Suisse, New York branch (the “Agent”) as its agent, on the
Trade Date specified below. This Confirmation constitutes a “Confirmation” under the Agreement
specified below.





	1.	 	The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the
“Definitions”) (as published by the International Swaps and Derivatives Association,
Inc.) are incorporated into this Confirmation. References herein to a “Transaction” shall be
deemed to be references to a “Share Forward Transaction” for purposes of the Definitions.
This Confirmation evidences a complete binding agreement between Counterparty and CSI as to
the terms of this Transaction.
	 
	 	 	This Confirmation shall supplement, form a part of, and be subject to an agreement (the
“Agreement”) in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross
Border), as if, on the Trade Date hereof, CSI and Counterparty had executed that agreement
(but without any Schedule other than the provisions in Section 15 of this Confirmation). In
the event of any inconsistency between the Definitions and the Agreement, the Definitions will
govern. In the event of any inconsistency between this Confirmation, on the one hand, and the
Definitions or the Agreement, on the other hand, this Confirmation will govern.
	 
	 	 	For the avoidance of doubt, this Transaction shall be the only transaction under the
Agreement.
	 
	2.	 	The following terms and conditions shall govern the Transaction:





General Terms:




	 	 	 
	Trade Date:

	 	June 4, 2008






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	Buyer:

	 	Counterparty
	 
	 	 
	Seller:

	 	CSI
	 
	 	 
	Shares:

	 	The common stock, par value $0.01 of Counterparty (sometimes also referred to as
the “Issuer”).
	 
	 	 
	Price Adjustment Period
Termination Date:

	 	The earlier of:







	 	(i)	 	the Scheduled
Termination Date; and
	 
	 	(ii)	 	the Scheduled
Trading Day immediately preceding the Accelerated
Termination Date;





	 	 	 
	Scheduled Termination
Date:

	 	Sixty-six Exchange Business Days after the
end of the Initial Hedging Period; subject
to adjustment as provided in “Market
Disruption Event” below.
	 
	 	 
	Accelerated Termination
Date:

	 	Any Exchange Business Day occurring on or
after the day that is twenty-two Exchange
Business Days after the end of the Initial
Hedging Period and prior to the Scheduled
Termination Date that is so designated by
CSI by written notice to Counterparty of
its intention to terminate the Price
Adjustment Period (it being understood
that such notice may be given on the
Accelerated Termination Date).
	 
	 	 
	Price Adjustment Period:

	 	The period commencing on and including the
Scheduled Trading Day immediately
following the final day of the Initial
Hedging Period and ending on and including
the Price Adjustment Period Termination
Date.
	 
	 	 
	Initial Hedging Period:

	 	The period commencing on and including the
Scheduled Trading Day immediately
following the Trade Date (or, in the
alternative, the period commencing on and
including the Trade Date if this
Confirmation is executed in full on or
before 9:30 a.m., New York time, on the
Trade Date) and ending on and including
the Scheduled Trading Day (as notified on
such day by CSI to Counterparty) on which
CSI completes the establishment of its
initial hedge position with respect to
this Transaction; provided that the
Initial Hedging Period shall not exceed a
period of six Scheduled Trading Days, and
shall be subject to adjustment as provided
in “Market Disruption Event” below.






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	Share Delivery by CSI:

	 	With respect to any Shares delivered by
CSI to Counterparty, the Representation
and Agreement contained in Section 9.11 of
the Definitions shall be modified by
excluding any representations therein
relating to restrictions, obligations,
limitations or requirements under
applicable securities laws as a result of
the fact that Counterparty is the issuer
of the Shares.
	 
	 	 
	Exchange:

	 	New York Stock Exchange
	 
	 	 
	Related Exchange:

	 	All Exchanges






Initial Settlement:




	 	 	 
	Prepayment:

	 	Applicable.
	 
	 	 
	Prepayment Amount:

	 	USD 500,000,000.00
	 
	 	 
	Prepayment Date:

	 	The first Currency Business Day following
the Trade Date. On the Prepayment Date,
Counterparty shall pay CSI an amount in
USD equal to the Prepayment Amount.
	 
	 	 
	Initial Share Delivery
Date:

	 	The first Clearance System Business Day
following the last day of the Initial
Hedging Period. On the Initial Share
Delivery Date, CSI shall deliver a number
of shares equal to the Number of Shares to
Counterparty in accordance with Section
9.4 of the Definitions (with such day
deemed to be a “Settlement Date” for
purposes of such Section 9.4).
	 
	 	 
	Number of Shares:

	 	A number of Shares equal to the Prepayment
Amount divided by the Cap Price.






Final Price Settlement:




	 	 	 
	Net Share Settlement:

	 	On the Settlement Date, CSI shall deliver
to Counterparty a number of Shares,
rounded down to the nearest whole Share,
equal to (a) the Prepayment Amount divided
by the Average Reference Price minus (b)
the Number of Shares.
	 
	 	 
	Settlement Date:

	 	The third Exchange Business Day following
the Price Adjustment Period Termination
Date.






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	Daily Share Reference
Price:

	 	For each Valuation Date, (a) the 10b-18
volume-weighted average price per Share on
the Exchange on such day as published on
Bloomberg Page “HIG <Equity> AQR
SEC” (the “Daily 10b-18 VWAP Price”) or
any successor page thereto, or if such
price is not so reported on such Valuation
Date for any reason, as reasonably
determined by the Calculation Agent, minus
(b) the Daily Reference Price Adjustment
specified in Schedule I.
	 
	 	 
	Average Reference Price:

	 	The arithmetic average of the Daily Share
Reference Prices for each Valuation Date
during the Price Adjustment Period;
provided that if such arithmetic average
is less than the Floor Price, the Average
Reference Price shall be the Floor Price,
and if such arithmetic average exceeds the
Cap Price, the Average Reference Price
shall be the Cap Price.
	 
	 	 
	Floor Price:

	 	95% of the Hedge Reference Price.
	 
	 	 
	Cap Price:

	 	110% of the Hedge Reference Price.
	 
	 	 
	Hedge Reference Price:

	 	The volume weighted average of the per
Share prices at which CSI (or an affiliate
of CSI) purchases the Shares during the
Initial Hedging Period to establish CSI’s
initial hedge position with respect to
this Transaction.
	 
	 	 
	Valuation Date:

	 	Any Scheduled Trading Day that is not a
Valuation Disruption Day.
	 
	 	 
	Valuation Disruption Day:

	 	Any Scheduled Trading Day (i) that is a
Disrupted Day or a day designated by CSI
as a Valuation Disruption Day pursuant to
Section 5.6 or Section 7 hereof, (ii) on
which CSI or its affiliates (collectively,
“CS”) reasonably determines, based on the
advice of counsel reasonably selected by
CS, that CS would be prohibited, either by
applicable law or by its own internal
policies, from purchasing any Share in
connection with this Transaction or from
purchasing as many Shares as the number of
Shares that it would otherwise purchase,
had it not been so prohibited, in
connection with this Transaction on such
day, or (iii) on which a Hedging
Disruption has occurred.
	 
	 	 
	 

	 	For each Valuation Disruption Day in the
Price Adjustment Period, CSI may, by
written notice to Counterparty, extend the
Scheduled Termination Date by an
additional Valuation Date; provided
however, if the extension relates to
clause






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	 	(ii) in the paragraph immediately above, CSI shall
communicate to Counterparty the reason for such extension in
the written notice unless such communication is otherwise
prohibited by law or counsel for CS reasonably determines
that it is not permissible to do so.
	 
	 	 
	 

	 	If the Calculation Agent determines that any Scheduled
Trading Day in the Price Adjustment Period is a Valuation
Disruption Day (i) in full, then the Calculation Agent shall
not include the Daily 10b-18 VWAP Price on such Valuation
Disruption Day for purposes of determining the Average
Reference Price, or (ii) only in part, then the Calculation
Agent may determine what fraction of such Scheduled Trading
Day shall be deemed to constitute a partial Valuation
Disruption Day, and determine the Average Reference Price
based on an appropriately weighted average instead of the
arithmetic average.
	 
	 	 
	Market Disruption Event:

	 	Section
6.3(a) of the Definitions is hereby
amended by replacing clause (ii)
thereof in its entirety with the
following: “(ii) an Exchange
Disruption at any time prior to the
relevant Valuation Time on the
relevant Valuation Date, or” and
inserting immediately following
clause (iii) thereof the following:
	 

	 	“; in each case that the
Calculation Agent determines is
material.”
	 
	 	 
	Calculation Agent:

	 	CSI; provided 
that if an Event of Default or a
Termination Event has occurred and
is continuing with respect to CSI,
then the Calculation Agent shall be
a party designated by Counterparty.
	 
	 	 
	Credit Support Documents:

	 	None
	 
	 	 
	Share Adjustments:
	 	 
	 
	 	 
	Method of Adjustment:

	 	Calculation Agent Adjustment; provided that the parties agree that the
occurrence of a Valuation Disruption Day could result in the Calculation Agent making
adjustments to any variable relevant to the exercise, settlement, payment or other terms of
the Transaction as the Calculation Agent determines appropriate to account for the changes in
the fair value of the Transaction due to the occurrence of such Valuation Disruption Day so as
to reasonably preserve the economic expectations of the Transaction for both parties, based on
commercially reasonable methods. CSI shall, promptly upon request of Counterparty, furnish
information






5









 






	 	 	 
	 

	 	to Counterparty explaining any such adjustment in reasonable
details.
	 
	 	 
	Extraordinary Events:

	 	In Sections 12.2(e) and 12.3(d) of the Definitions, the
phrase “the economic effect on” shall be deleted and
replaced by “changes in the fair value of”.
	 
	 	 
	New Shares:

	 	In the definition of New Shares in Section 12.1(i) of the Definitions, the text in
clause (i) shall be deleted in its entirety and replaced with “publicly quoted, traded
or listed on any of the New York Stock Exchange, the American Stock Exchange, the
NASDAQ Global Select Market or the NASDAQ Global Market (or their respective
successors)”.
	 
	 	 
	Consequences of Merger Events:
	 	 
	 
	 	 
	(a) Share-for-Share:

	 	Modified Calculation Agent Adjustment
	 
	 	 
	(b) Share-for-Other:

	 	Cancellation and Payment (Calculation Agent Determination)
	 
	 	 
	(c) Share-for-Combined:

	 	Component Adjustment
	 
	 	 
	      Determining Party:

	 	CSI
	 
	 	 
	Tender Offer:

	 	Applicable; provided that (i) Section 12.1(l) of the Definitions shall be amended (x)
by deleting the parenthetical in the fifth line thereof, (y) by replacing “that” in
the fifth line thereof with “whether or not such announcement” and (z) by adding
immediately after the words “Tender Offer” in the fifth line thereof “, and any
publicly announced change or amendment to such an announcement (including the
announcement of an abandonment of such intention)” and (ii) Sections 12.3(a) and
12.3(d) of the Definitions shall each be amended by replacing each occurrence of the
words “Tender Offer Date” by “Announcement Date.”






	 	 	 
	Consequences of Tender Offer:
	 	 
	 
	 	 
	(a) Share-for-Share:

	 	Modified Calculation Agent Adjustment
	 
	 	 
	(b) Share-for-Other:

	 	Modified Calculation Agent Adjustment
	 
	 	 
	(c) Share-for-Combined:

	 	Modified Calculation Agent Adjustment






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	      Determining Party:

	 	CSI






	 	 	 
	Nationalization, Insolvency
or Delisting:

	 	Cancellation and Payment (Calculation Agent Determination); provided that in addition
to the provisions of Section 12.6(a)(iii) of the Definitions, it shall also constitute
a Delisting if the Shares are not immediately re-listed, re-traded or re-quoted on any
of the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global
Market or the NASDAQ Global Select Market (or their respective successors); if the
Shares are immediately re-listed, re-traded or re-quoted on any such exchange or
quotation system, such exchange or quotation system shall be deemed to be the
Exchange.






Additional Disruption Events:




	 	 	 
	(a) Change-in-Law:

	 	Applicable
	 
	 	 
	(b) Failure to Deliver:

	 	Applicable
	 
	 	 
	(c) Insolvency Filing:

	 	Applicable
	 
	 	 
	(d) Hedging Disruption:

	 	Applicable
	 
	 	 
	(e) Loss of Stock Borrow: 
	 	Applicable
	 
	 	 
	      Maximum Stock 

          Loan Rate:

	 	100 basis points
	 
	 	 
	(f) Increased Cost of
Stock Borrow:

	 	Applicable
	 
	 	 
	      Initial Stock 

          Loan Rate:

	 	85 basis points






	 	 	 
	Determining Party:

	 	CSI
	 
	 	 
	Additional Termination Event:

	 	CSI may designate any Scheduled Trading Day
as an Early Termination Date with respect
to the Transaction if at any time prior to
final settlement of this Transaction
Counterparty (i) alters the amount per
share or frequency of its ordinary cash
dividend on the Shares, or (ii) declares
any dividend other than an ordinary cash
dividend on the Shares. In either such
case, this Transaction shall be the sole
Affected Transaction and Counterparty shall
be the sole Affected Party.






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	Non-Reliance/ Agreements and

Acknowledgments Regarding

Hedging Activities/ Additional

Acknowledgments:

	 	Applicable







	3.	 	Share Settlement:
	 
	3.1	 	Upon (x) the occurrence or effective designation of an Early Termination Date in respect of
the Transaction or (y) the occurrence of an Extraordinary Event that results in the
cancellation or termination of the Transaction pursuant to Section 12.2, 12.3, 12.6 or 12.9 of
the Definitions (any such event as described in clause (x) or (y) above, an “Early Termination
Event”) (except, in the case of clause (y), an Extraordinary Event that is a Nationalization,
Insolvency, a Merger Event or a Tender Offer, in each case, in which the consideration or
proceeds to be paid to holders of Shares consists solely of cash), if one party would owe any
amount to the other party pursuant to Section 6(d)(ii) of the Agreement or any Cancellation
Amount pursuant to Section 12.2, 12.3, 12.6 or 12.9 of the Definitions (any such amount, a
“Payment Amount”), then on the date on which any Payment Amount is due, in lieu of any payment
or delivery of such Payment Amount, Counterparty may elect, by prior written notice to CSI,
that the party owing such amount shall deliver to the other party a number of Shares (or, in
the case of a Merger Event, Tender Offer, Nationalization or Insolvency, a number of units,
each comprising the number or amount of the securities or property that a hypothetical holder
of one Share would receive in such Extraordinary Event (each such unit, an “Alternative
Termination Delivery Unit” and, the securities or property comprising such unit, “Alternative
Termination Property”)) with a value equal to the Payment Amount based on the market value of
the Shares (or such Alternative Termination Property) as of the Early Termination Date or the
date as of which the Cancellation Amount is determined, as the case may be, as determined by
the Calculation Agent; provided that in determining the composition of any Alternative
Termination Delivery Unit, if the relevant Extraordinary Event involves a choice of
consideration to be received by holders, such holder shall be deemed to have elected to
receive the maximum possible amount of cash. The maximum number of Shares deliverable by
Counterparty shall be fourteen million (adjusted as appropriate by the Calculation Agent to
reflect stock splits, stock dividends, recapitalizations, spinoffs, and other similar events).
In all circumstances in which Counterparty has to make a payment to CSI, Counterparty has the
option to make payment in shares or cash.
	 
	4.	 	Additional Agreements of the Parties:
	 
	4.1	 	For the avoidance of doubt, the last sentence of the first paragraph of 6(e) of the Agreement
shall not apply with respect to this Transaction.
	 
	4.2	 	CSI agrees that in the event of the bankruptcy of Counterparty, CSI shall not have rights or
assert a claim that is senior in priority to the rights and claims available to the
shareholders of the common stock of Counterparty; provided, however, that nothing herein shall
limit or shall be deemed to limit CSI’s right to pursue remedies in the event of a breach by
Counterparty of its obligations and agreements with respect to this Transaction; and




8









 






	 	 	provided further that in pursuing a claim against Counterparty in the event of a bankruptcy,
insolvency or dissolution with respect to Counterparty, CSI’s rights hereunder shall rank on a
parity with the rights of a holder of Shares enforcing similar rights under a contract
involving Shares.
	 
	4.3	 	The parties acknowledge that this Transaction is not secured by any collateral that would
otherwise secure the obligations of Counterparty hereunder.
	 
	4.4	 	Each party agrees and acknowledges that CS is a “financial institution,” “swap participant”
and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of
Title 11 of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy
Code”). Each party further agrees and acknowledges (A) that this Confirmation is (i) a
“securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with
respect to which each payment and delivery hereunder is a “settlement payment,” as such term
is defined in Section 741(8) of the Bankruptcy Code, and (ii) a “swap agreement,” as such term
is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and
delivery hereunder is a “transfer,” as such term is defined in Section 101(54) of the
Bankruptcy Code, and (B) that CS is entitled to the protections afforded by, among other
sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code.
	 
	5.	 	CS Share Purchases:
	 
	5.1	 	Any purchases or sales of Shares by CS will be conducted independently of Counterparty. The
timing of any CS purchases or sales of Shares, the number of Shares thus purchased or sold on
any day, the price paid or received per Share for any CS purchases or sales of Shares and the
manner in which any CS purchases or sales of Shares are made, including without limitation
whether such CS purchases or sales are made on any securities exchange or privately, shall be
within the sole discretion of CS.
	 
	5.2	 	From the date hereof to the Price Adjustment Period Termination Date, Counterparty shall not,
and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18 under
the Exchange Act (“Rule 10b-18”)) not to, directly or indirectly (including, without
limitation, by means of any cash-settled or other derivative instrument) purchase, offer to
purchase, place any bid or limit order that would effect a purchase of, or commence any tender
offer relating to, any Shares (or an equivalent interest, including a unit of beneficial
interest in a trust or limited partnership or a depository share) or any security convertible
into or exchangeable or exercisable for Shares, except through Credit Suisse Securities (USA)
LLC.
	 
	5.4	 	Upon request by CSI, Counterparty shall, at least one day prior to the Trade Date, notify CSI
of the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to the
once-a-week block exception contained in Rule 10b-18(b)(4) by or for Counterparty or any of
its affiliated purchasers during each of the four calendar weeks preceding the Trade Date and
during the calendar week in which the Trade Date occurs (“Rule 10b-18 purchase”, “blocks” and
“affiliated purchaser” each being used as defined in Rule 10b-18).




9









 






	5.5	 	Neither Counterparty nor any of its affiliates shall take any action that would cause any CS
purchases of Shares in connection with this Transaction not to meet the requirements of the
safe harbor provided by Rule 10b-18 under the Exchange Act if such purchases were made by
Counterparty.
	 
	5.6	 	Notwithstanding anything to the contrary herein or in the Definitions, to the extent that an
Announcement Date for a potential Merger Transaction occurs during the Initial Hedging Period
or the Price Adjustment Period, or has occurred prior to the Trade Date and such Merger
Transaction has not yet closed as of the Trade Date:






	 	(a)	 	Promptly after request from CSI, Counterparty shall provide CSI with written notice
specifying (i) Counterparty’s average daily Rule 10b-18 purchases (as defined in Rule
10b-18) during the three full calendar months immediately preceding the Announcement Date
that were not effected through CS, and (ii) the number of Shares purchased pursuant to
the proviso in Rule 10b-18(b)(4) for the three full months preceding the Announcement
Date. Such written notice shall be deemed to be a certification by Counterparty to CSI
that such information is true and correct. Counterparty understands that CSI will use
this information in calculating the trading volume for purposes of Rule 10b-18; and
	 
	 	(b)	 	CSI may in its good faith sole discretion, if it determines the resulting reduction
in permissible volume of Rule 10b-18 purchases to be material, designate one or more
Scheduled Trading Days in the period from and including the public announcement thereof
to and including the earlier of the completion of such transaction or the completion of
the vote by target shareholders to be Valuation Disruption Days and extend the Scheduled
Termination Date by the number of Valuation Disruption Days so designated.






	 	 	For the avoidance of doubt, “Merger Transaction” in this Section 5.6 means any merger,
acquisition or similar transaction involving a recapitalization as contemplated by Rule
10b-18(a)(13)(iv).






	6.	 	Indemnification and Contribution:
	 
	6.1	 	Indemnification by Counterparty:
	 
	 	 	Counterparty agrees to indemnify and hold harmless CSI, its affiliates, their respective
directors, officers, employees, agents, advisors, brokers and representatives and each person
who controls CSI or its affiliates within the meaning of either the Securities Act or the
Exchange Act against, and Counterparty agrees that no indemnified party shall have any
liability to Counterparty or any of its affiliates, officers, directors, or employees for, any
losses, claims, damages, liabilities (whether direct or indirect, in contract, tort or
otherwise) or expenses, joint or several, to which any indemnified party may become subject
under the Securities Act, the Exchange Act or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions, claims, investigations or proceedings in respect thereof, whether
commenced or




10









 






	 	 	threatened) arise out of or relate to (A) any breach of this Confirmation or the Agreement by
Counterparty or (B) any breach of this Confirmation or the Agreement by an indemnified party
with the express consent of, or upon the direction of, Counterparty. Counterparty will not be
liable under this Section 6.1 to the extent that any loss, claim, damage, liability or expense
is found in a final and nonappealable judgment by a court to have resulted primarily from the
gross negligence or willful misconduct of CSI. Counterparty agrees to reimburse promptly each
such indemnified party for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damages, liability, expense
or action. This indemnity agreement will be in addition to any liability which Counterparty
may otherwise have.
	 
	6.2	 	Contribution:
	 
	 	 	If the indemnification provided for above is unavailable to any
indemnified party in respect of any losses, claims, damages, liabilities or
expenses referred to herein, then Counterparty, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
expenses, in such proportion as is appropriate to reflect not only the relative
fault of Counterparty on the one hand and of CSI on the other in connection
with the statements or omissions which resulted in such losses, claims,
damages, expenses or liabilities, but also any other relevant equitable
considerations. The relative fault of Counterparty on the one hand and CSI on
the other shall be determined by reference to, among other considerations,
whether the misstatement or alleged misstatement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by Counterparty or by CSI and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed to
include any legal or other fees or expenses reasonably incurred by such party
in connection with investigating or defending any action or claim. The parties
agree that it would not be just and equitable if contribution pursuant to this
Section 6.2 were determined by a method of allocation that does not take
account of the equitable considerations referred to in this paragraph. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
	 
	6.3	 	Limitation on Indemnities:
	 
	 	 	Notwithstanding anything to the contrary herein, in the Agreement or in
the Definitions, Counterparty will not be required to indemnify CSI, its
affiliates or any other party from or against any loss, claim, damages,
liabilities or expenses attributable to CSI’s failure to satisfy any of its
obligations as a Withholding Foreign Partnership with respect to the
Transaction.
	 
	7.	 	Distribution Event:




11









 






	 	 	Counterparty represents that it is not engaged as of the Trade Date in a distribution, as such
term is used in Regulation M under the Exchange Act (a “Distribution”). If on any day
prior to the last day of the Price Adjustment Period, Counterparty or any of its affiliates or
agents makes a Distribution (or a distribution of any security for which the Shares are a
reference security (as defined in Regulation M) that would, in the view of CSI, preclude
Counterparty from purchasing Shares or cause any such purchases to violate any law, rule or
regulation, then Counterparty agrees that it will provide to CSI at least one Scheduled
Trading Day’s notice of such Distribution and will use its reasonable efforts to cause such
Distribution to be completed or otherwise terminated as soon as reasonably practicable given
the circumstances of the Distribution. CSI may, in its good faith sole discretion, designate
such day a Valuation Disruption Day and, in connection with such designation, extend the
Scheduled Termination Date by one Valuation Date for each day that such Distribution
continues.
	 
	8.	 	Additional Representations and Warranties of Counterparty:
	 
	8.1	 	Counterparty hereby represents and warrants to CSI that:
	 
	(a)	 	Counterparty has entered into this Transaction






	 	(i)	 	in connection with a duly authorized Share repurchase program publicly
announced on February 22, 2007; and
	 
	 	(ii)	 	solely for the purposes stated in such public disclosures.






	(b)	 	As of the Trade Date, Counterparty has complied with all applicable law, rules and
regulations in connection with disclosure of all material information with respect to its
business, operations or condition (financial or otherwise), and has filed such disclosure as
required. As of the date hereof, Counterparty can purchase the Number of Shares in compliance
with applicable law.
	 
	(c)	 	As of the Trade Date, all reports and other documents filed by Counterparty with the
Securities and Exchange Commission pursuant to the Exchange Act, when considered as a whole
(with the more recent such reports and documents deemed to amend inconsistent statements
contained in any earlier such reports and documents), do not contain any untrue statement of a
material fact or any omission of a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances in which they were made, not
misleading. As of the Trade Date, Counterparty is not in possession of any material nonpublic
information regarding Counterparty or the Shares.
	 
	(d)	 	Any purchases made by CS during the Initial Hedging Period or the Price Adjustment Period
will be made by CS as principal (and not as an agent of Counterparty) and will be proprietary
in nature and not for the benefit or pursuant to the direction of Counterparty. Without
limiting the generality of the foregoing, during the Initial Hedging Period and the Price
Adjustment Period, the parties agree that they will not communicate in any way regarding CS’s
purchases. The parties further agree that during the Initial Hedging Period




12









 






	 	 	and the Price Adjustment Period, Counterparty and its agents or representatives shall not
have, and shall not attempt to exert, any influence over how, when or whether CS effects
purchases of Shares. The parties intend that this Confirmation shall constitute a binding
contract satisfying the requirements of Rule 10b5-1(c) under the Exchange Act. Counterparty
is entering into this Transaction in good faith and not as part of a plan or scheme to evade
compliance with the federal securities laws, including, without limitation, Rule 10b-5 under
the Exchange Act. Counterparty has not entered into or altered any hedging transaction
relating to the Shares corresponding to or offsetting the Transaction. Counterparty represents
and warrants that it has consulted with its own advisors as to the legal aspects of its
adoption and implementation of this Confirmation under Rule 10b5-1. Counterparty acknowledges
and agrees that any modification, waiver or termination of this Confirmation must be effected
in accordance with the requirements for the amendment or termination of a “plan” under Rule
10b5-1(c).
	 
	(e)	 	Counterparty is, as of the date of any payment or delivery by Counterparty hereunder, solvent
and able to pay its debts as they come due, with assets having a fair value greater than
liabilities and with capital sufficient to carry on the businesses in which it engages.
	 
	(f)	 	Counterparty qualifies as an “eligible contract participant” as that term is defined in the
U.S. Commodity Exchange Act, as amended, and is a “qualified investor” as that term is defined
in the Exchange Act.
	 
	(g)	 	Counterparty is not, and after giving effect to the transactions contemplated hereby will not
be, required to register as an “investment company” as such term is defined in the Investment
Company Act of 1940, as amended.
	 
	(h)	 	Without limiting the generality of Section 3(a)(iii) of the Agreement, the Transaction will
not violate Rule 13e-1 or Rule 13e-4 under the Exchange Act.
	 
	(i)	 	Counterparty is not currently prohibited by law, contract or otherwise from purchasing Shares
in a number equal to the Number of Shares during the term of this Transaction.
	 
	9.	 	Additional Covenants of Counterparty:
	 
	 	 	Counterparty shall not at any time prior to the termination of this Transaction communicate,
directly or indirectly, any material nonpublic information concerning itself or the Shares or
purchases or sales of Shares by CS to any Relevant CSI Personnel. For purposes hereof,
“Relevant CSI Personnel” means any employee of CS, except employees that CSI has
notified Counterparty in writing are not Relevant CSI Personnel.
	 
	10.	 	Additional Representations and Warranties:
	 
	 	 	As this Transaction constitutes, or may constitute, the sale by CSI to Counterparty of a
security or securities (as defined in the Securities Act), in addition to the representations
contained in Section 3 of the Agreement, Counterparty hereby represents and warrants to and
for the benefit of, and agrees with, CSI as follows:




13









 












	 	(a)	 	Counterparty is acquiring such securities for its own account as principal, and not
with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in
part, in a manner that would violate the Securities Act, and no other person has a direct
or indirect beneficial interest in any such securities acquired by Counterparty;
	 
	 	(b)	 	Counterparty understands that the offer and sale by CSI of such securities are
intended to be exempt from registration under the Securities Act, by virtue of Section
4(2) thereof. In furtherance thereof, Counterparty represents and warrants that (i) it
has the financial ability to bear the economic risk of its investment and has adequate
means of providing for its current needs and other contingencies, (ii) it is experienced
in investing in options and similar instruments and has determined that such securities
are a suitable investment for it, (iii) it is an institution that qualifies as an
“accredited investor” as that term is defined in Regulation D under the Securities Act;
and
	 
	 	(c)	 	Counterparty has been given the opportunity to ask questions of, and receive
answers from, CSI concerning the terms and conditions of such securities and concerning
the financial condition and business operations of CSI and has been given the opportunity
to obtain such additional information necessary in order for Counterparty to evaluate the
merits and risks of purchase of such securities to the extent CSI possesses such
information or can acquire it without unreasonable effort or expense.
	 
	 	(d)	 	Counterparty hereby acknowledges that it understands and agrees that disposition of
any such securities is restricted under the Agreement, the Securities Act and state
securities laws. For example, such Securities have not been registered under the
Securities Act or under the securities laws of certain states and, therefore, cannot be
resold, pledged, assigned or otherwise disposed of unless they have been registered under
the Securities Act and under the applicable laws of such states or an exemption from such
registration is available.






	11.	 	Transfer and Designation:
	 
	 	 	The phrase “(which consent shall not be unreasonably withheld or delayed”) shall be inserted
after the words “the other party” in the third line of Section 7 of the Agreement.
	 
	 	 	Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing
CSI to purchase, sell, receive or deliver any Shares or other securities to or from
Counterparty, CSI may designate any of its affiliates to purchase, sell, receive or deliver
such Shares or other securities and otherwise to perform CSI’s obligations (other than its
obligations as Calculation Agent) in respect of the Transaction and any such designee may
assume such obligations provided, that if such affiliate is or may become entitled to receive
any payment from Counterparty in respect of the Transaction, such designation will not be
permitted unless the designated affiliate shall have provided to Counterparty a




14









 







	 	 	representation and any required Internal Revenue Service forms (for example, IRS Form W-8IMY,
W-8ECI or W-9), in form and substance satisfactory to Counterparty, establishing the
affiliate’s complete exemption from any United States federal income tax withholding with
respect to such payment; provided further that no such affiliate may be designated by CSI to
perform the obligations described herein if such designation will result in Counterparty
receiving any payment or property under this Transaction reduced by any Tax that would not
have been imposed if such designation had not been made. CSI shall be discharged of its
obligations to Counterparty to the extent of any such satisfactory and adequate performance.
	 
	12.	 	Account Details:
	 
	 	 	Payments to CSI:                                  To be advised
	 
	 	 	Payments to Counterparty:                   To be advised
	 
	13.	 	Governing Law; Waiver of Jury Trial:






	13.1	 	The Agreement and this Confirmation, and all disputes arising out of or in connection with
the Agreement and this Confirmation or the subject matter hereof, will be governed by and
construed in accordance with the laws of the State of New York without reference to choice of
law doctrine and each party hereby submits to the non-exclusive jurisdiction of the Courts of
the State of New York or the U.S. federal courts in each case located in the Borough of
Manhattan in New York City.
	 
	13.2	 	CSI and Counterparty hereby irrevocably waive any and all right to trial by jury in any legal
proceeding arising out of or related to the Agreement, this Confirmation or the Transaction
contemplated hereby.
	 
	14.	 	Tax Disclosure:
	 
	 	 	Notwithstanding any provision in this Confirmation, in connection with Section 1.6011-4 of the
U.S. Treasury regulations, the parties hereby agree that each party (and each employee,
representative, or other agent of such party) may disclose to any and all persons, without
limitation of any kind, the U.S. tax treatment and U.S. tax structure of the Transaction and
all materials of any kind (including opinions or other tax analyses) that are provided to such
party relating to such U.S. tax treatment and U.S. tax structure, other than any information
for which nondisclosure is reasonably necessary in order to comply with applicable securities
laws. The previous sentence shall not be construed to constitute a waiver of any
attorney-client privilege. If a state or other jurisdiction adopts provisions that are
similar or analogous to those in Section 6011 of the Internal Revenue Code of 1986, as
amended, or the regulations thereunder, the authorization to disclose also shall apply to any
transaction within the scope of this engagement that is subject to such provisions of that
state or other jurisdiction.




15









 






	15.	 	Additional Elections, Representation and Covenant:






	 	(a)	 	The Termination Currency shall be U.S. dollars.
	 
	 	(b)	 	For purposes of Section 6(e) of the Agreement, Second Method and Loss shall
apply.
	 
	 	(c)	 	The “Credit Event Upon Merger” provisions of Section 5(b)(iv) of the Agreement
shall apply to CSI.
	 
	 	(d)	 	CSI represents to Counterparty as follows for purposes of Section 3(f) of the
Agreement: CSI is entering into this Transaction in the ordinary course of its trade
as, and is, a recognized U.K. bank as defined in Section 840A of the U.K. Income and
Corporation Taxes Act of 1988. CSI has been approved as a “Foreign Withholding
Partnership” (within the meaning of U.S. Treasury regulation section 1.1441-5(c)(2)(i))
by the U.S. Internal Revenue Service and will assume primary withholding responsibility
under chapter 3 of the Internal Revenue Code with respect to all amounts payable by
Counterparty to it in connection with the Transaction. CSI’s Withholding Foreign
Partnership Employer Identification Number is 98-0330001.
	 
	 	(e)	 	For the purposes of Section 4(a)(i) and (ii) of the Agreement, CSI agrees to
deliver the following document on or prior to the Trade Date (and to provide updated
document as required by the applicable U.S. Treasury regulations): Form W-8IMY
identifying itself as a “Withholding Foreign Partnership” (within the meaning of U.S.
Treasury regulation section 1.1441-5(c)(2)(i)) along with a valid withholding statement
within the meaning of section 1.1441-1 of the Treasury Regulations.
	 
	 	(f)	 	Section 5(a)(vi) of the Agreement will apply to CSI, amended as follows: (i)
the phrase “, or becoming capable at such time of being declared,” shall be deleted,
and (ii) “Threshold Amount” means with respect to CSI, the greater of $10,000,000 or 3%
of CSI’s shareholders’ equity.
	 
	 	(g)	 	It shall be an Additional Termination Event (with CSI the Affected Party) if,
at any time, the long-term senior unsecured debt rating of CSI is (A) (i) BBB+ or below
by Standard & Poor’s Corporation, or any successor rating agency thereto (“S&P”), or
(ii) Baa1 or below by Moody’s Investor Services, Inc., or any successor rating agency
thereto (“Moody’s”) or (B) not rated by S&P and Moody’s.
	 
	 	(h)	 	The “Automatic Early Termination” provisions of Section 6(a) of the Agreement
will not apply to CSI and will not apply to Counterparty; provided, where the Event of
Default is specified in Section 5(a)(vii)(1), (3), (4), (5), (6) or, to the extent
analogous thereto, (8) and is governed by a system of law which does not permit
termination to take place upon or after the occurrence of the relevant Event




16









 






	 	 	 	of Default in accordance with the terms of this Agreement, then the Automatic Early
Termination provisions of Section 6(a) will apply to CSI and Counterparty.






	16.	 	Role of Agent:
	 
	 	 	Credit Suisse, New York branch, in its capacity as Agent will be responsible for (A) effecting
this Transaction, (B) issuing all required confirmations and statements to CSI and
Counterparty, (C) maintaining books and records relating to this Transaction in accordance
with its standard practices and procedures and in accordance with applicable law and (D)
unless otherwise requested by Counterparty, receiving, delivering, and safeguarding
Counterparty’s funds and any securities in connection with this Transaction, in accordance
with its standard practices and procedures and in accordance with applicable law.






	 	(a)	 	Agent is acting in connection with this Transaction solely in its capacity as
Agent for CSI pursuant to instructions from CSI. Agent shall have no responsibility or
personal liability to CSI or Counterparty arising from any failure by CSI or
Counterparty to pay or perform any obligations hereunder, or to monitor or enforce
compliance by CSI or Counterparty with any obligation hereunder, including, without
limitation, any obligations to maintain collateral. Each of CSI and Counterparty
agrees to proceed solely against the other to collect or recover any securities or
monies owing to it in connection with or as a result of this Transaction. Agent shall
otherwise have no liability in respect of this Transaction, except for its gross
negligence or willful misconduct in performing its duties as Agent.
	 
	 	(b)	 	Any and all notices, demands, or communications of any kind relating to this
Transaction between CSI and Counterparty shall be transmitted exclusively through Agent
at the following address:




Credit Suisse, New York branch

Eleven Madison Avenue

New York, NY 10010-3629



For payments and deliveries:

Facsimile No.: (212) 325 8175

Telephone No.: (212) 325 8678 / (212) 325 3213



For all other communications:

Facsimile No.: (212) 325 8173

Telephone No.: (212) 325 8676 / (212) 538 5306 / (212) 538 1193 / (212) 538 6886





	 	(c)	 	The date and time of the Transaction evidenced hereby will be furnished by the
Agent to CSI and Counterparty upon written request.
	 
	 	(d)	 	The Agent will furnish to Counterparty upon written request a statement as to
the source and amount of any remuneration received or to be received by the Agent in
connection with the Transaction evidenced hereby.
	 
	 	(e)	 	CSI and Counterparty each represents and agrees (A) that this Transaction is
not unsuitable for it in the light of such party’s financial situation, investment




17









 






	 	 	 	objectives and needs and (B) that it is entering into this Transaction in reliance
upon such tax, accounting, regulatory, legal and financial advice as it deems
necessary and not upon any view expressed by the other or the Agent.
	 
	 	(f)	 	CSI is regulated by The Securities and Futures Authority and has entered into
this Transaction as principal. The time at which this Transaction was executed will be
notified to Counterparty (through the Agent) on request.






18









 







Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and
returning to us a copy of this Confirmation.




	 	 	 	 	 
	 	 	Yours sincerely,
	 
	 	 	 	 
	 	 	CREDIT SUISSE INTERNATIONAL
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	CREDIT SUISSE, NEW YORK BRANCH, AS

AGENT FOR CREDIT SUISSE INTERNATIONAL
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christy Grant
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Christy Grant

Vice President
	 

	 	 	 	Derivatives Support and Control
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Melissa Garcia
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Melissa Garcia

Assistant Vice President
	 

	 	 	 	Derivatives Support and Control






Agreed to as of the date first above written.




THE HARTFORD FINANCIAL SERVICES GROUP, INC.




	 	 	 	 	 
	By:

	 	/s/ Lizabeth H. Zlatkus
 

	 	 
	Name:

	 	Lizabeth H. Zlatkus	 	 
	Title:

	 	Executive Vice President and Chief Financial Officer	 	 






19









 





SCHEDULE I




     Daily Reference Price Adjustment:                      USD1.00 per Share