EX-10.1



 







INITIAL REMARKETING AGREEMENT




August 10, 2006




Merrill Lynch, Pierce, Fenner & Smith Incorporated

Morgan Stanley & Co. Incorporated




	 	 	 
	 

	 	as Remarketing Agents
	c/o

	 	Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representative
	 

	 	4 World Financial Center
	 

	 	New York, NY 10080






JPMorgan Chase Bank, N.A., as Purchase Contract Agent

4 New York Plaza, 15th Floor

New York, New York 10004

Attention: Worldwide Securities Services




Ladies and Gentlemen:




     WHEREAS, The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”),
and Morgan Stanley & Co. Incorporated entered into a remarketing agreement dated September 13, 2002
(the “Original Remarketing Agreement”) which contemplated a remarketing of the Company’s 4.1%
Senior Notes due November 16, 2008;



     WHEREAS, the Company is entering into this Initial Remarketing Agreement dated as of August
10, 2006 (the “Agreement”) by and among the Company, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated, as remarketing agents (each a “Remarketing
Agent” and collectively, the “Remarketing Agents”), for whom Merrill Lynch, Pierce, Fenner & Smith
Incorporated is acting as Representative (the “Representative”), and JPMorgan Chase Bank, N.A., a
national banking association, not individually but solely as Purchase Contract Agent (the “Purchase
Contract Agent”) and as attorney-in-fact of the holders of Units (as defined in the Purchase
Contract Agreement referred to below), for purposes of effecting the Initial Remarketing on the
terms and conditions set forth herein;



     WHEREAS, this Agreement supersedes all prior agreements and understandings between the Company
and the Remarketing Agents, or any of them, with respect to the Initial



 









 







Remarketing and if any provision of this Agreement relating to the Initial Remarketing
conflicts, or is inconsistent, with the Original Remarketing Agreement, this Agreement shall
control;



     WHEREAS, if the Initial Remarketing shall be deemed a Failed Remarketing, it is intended that
this Agreement shall terminate and the Original Remarketing Agreement shall remain in full force
and effect;



     NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:




     Section 1. Definitions.




     (a) Capitalized terms used and not defined in this Agreement shall have the
meanings set forth in the Purchase Contract Agreement, dated as of September 13, 2002,
between the Company and JPMorgan Chase Bank, N.A., as Purchase Contract Agent, as amended
from time to time (the “Purchase Contract Agreement”).




     (b) As used in this Agreement, the following terms have the following
meanings:



     “Base Prospectus” means the prospectus included in the Registration Statement, including all
documents incorporated by reference therein as of the date of this Agreement.



     “Effective Date” means the date the Registration Statement becomes effective pursuant to Rule
430B under the Securities Act for purposes of liability under Section 11 of the Securities Act of
the Company and the Remarketing Agents.



     “Failed Remarketing” has the meaning set forth in Section 2(d).



     “Final Term Sheet” means the final term sheet, substantially in the form of Schedule II
hereto.



     “Initial Remarketing” has the meaning set forth in Section 2(b).



     “Initial Remarketing Date” has the meaning set forth in Section 2(b).



     “Preliminary Prospectus” means the Base Prospectus, as supplemented by the preliminary
prospectus supplement dated August 10, 2006 used in connection with the Remarketing, including the
documents incorporated by reference therein as of the date of such preliminary prospectus
supplement, and any reference to any amendment or supplement to such Preliminary Prospectus shall
be deemed to refer to and include any documents filed after the date of such Preliminary
Prospectus, under the Exchange Act, and incorporated by reference in such Preliminary Prospectus.



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     “Prospectus” means the Base Prospectus, as supplemented by the definitive prospectus
supplement specifically relating to the Remarketed Senior Notes, in the form filed with the
Commission pursuant to Rule 424(b), including the documents incorporated by reference therein as of
the date of such Prospectus, and any reference to any amendment or supplement to such Prospectus
shall be deemed to refer to and include any documents filed after the date of such Prospectus,
under the Exchange Act, and incorporated by reference in such Prospectus.



     “Registration Statement” means registration statement no. 333-88762 under the Securities Act
prepared by the Company covering, inter alia, the Remarketing of the Remarketed
Senior Notes pursuant to Section 5(a) hereunder, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in such registration statement, and any
post-effective amendments thereto.



     “Remarketed Senior Notes” means the Pledged Senior Notes and the Separate Senior Notes, if
any, subject to Remarketing as identified to the Remarketing Agents by the Purchase Contract Agent
and the Custodial Agent, respectively, by 11:00 a.m., New York City time, on August 10, 2006.



     “Remarketing” means the remarketing of the Remarketed Senior Notes pursuant to this
Remarketing Agreement.



     “Remarketing Fee” has the meaning set forth in Section 4.



     “Remarketing Price” has the meaning set forth in Section 2(b).



     “Remarketing Settlement Date” means August 16, 2006 or such other date as may be agreed by the
Company and the Representative.



     “Reset Rate” has the meaning set forth in Section 2(c).



     “Senior Notes” means the 4.1% senior notes due November 16, 2008 of the Company.



     “Time of Sale” means the time notified to the Company by the Representative at or prior to the
determination of the Reset Rate on August 11, 2006, which time shall be no later than one hour
after the time at which the Reset Rate is determined.



     “Time of Sale Information” means the Preliminary Prospectus and the Final Term Sheet, at the
Time of Sale, including all documents incorporated therein by reference, whether any such
incorporated document is filed before or after the document into which it is incorporated, so long
as the incorporated document is filed before the Time of Sale.



     “Transaction Documents” means this Agreement, the Purchase Contract Agreement, the Pledge
Agreement and the Indenture, in each case as amended or supplemented from time to time.




     Section 2. Appointment and Obligations of the Remarketing Agent.




     (a) The Company hereby appoints the Remarketing Agents as the exclusive
remarketing agents with respect to the Initial Remarketing and Merrill Lynch, Pierce, Fenner
& Smith Incorporated as Representative of the Remarketing Agents. Morgan Stanley & Co.
Incorporated appoints the Representative to act on its behalf under this Agreement. The
Representative, on behalf of the Remarketing Agents, and subject to the



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terms and conditions set forth herein, hereby accepts such appointment for the purpose
of (i) remarketing the Remarketed Senior Notes on behalf of the holders thereof, (ii)
determining, in consultation with the Company, in the manner provided for herein and in the
Purchase Contract Agreement and the Indenture, the Reset Rate for the Senior Notes, and
(iii) performing such other duties as are assigned to the Remarketing Agents in the
Transaction Documents.




     (b) On August 11, 2006 (the “Initial Remarketing Date”), each of the
Remarketing Agents shall use its reasonable efforts to remarket (“Initial Remarketing”) the
Remarketed Senior Notes, at a price (the “Remarketing Price”), based on the Reset Rate,
equal to approximately 100.50% (or, if the Remarketing Agents are unable to remarket the
Remarketed Senior Notes at such price, at a price below 100.50% in the discretion of the
Representative, but in no event less than 100%, net of any Remarketing Fee and any other
fees and commissions) of the sum of the Treasury Portfolio Purchase Price and the Separate
Senior Notes Purchase Price.




     (c) The Remarketing Agents shall determine, in consultation with the Company,
the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent per annum,
that the Senior Notes should bear (the “Reset Rate”) in order for the Senior Notes of the
Corporate Unit holders to have an aggregate market value equal to the Remarketing Price and
that, in the sole reasonable discretion of the Remarketing Agents, will enable the
Remarketing Agents to remarket all of the Remarketed Senior Notes at the Remarketing Price
in such Remarketing, provided that such rate shall not exceed the maximum interest rate
permitted by law.




     (d) If, by 4:00 p.m. (New York City time) on the Initial Remarketing Date,
the Remarketing Agents are unable to remarket all of the Remarketed Senior Notes at the
Remarketing Price pursuant to the terms and conditions hereof, a failed remarketing (“Failed
Remarketing”) shall be deemed to have occurred, and the Representative shall advise, by
telephone, the Depositary, the Purchase Contract Agent and the Company, and return the
Remarketed Senior Notes to the Collateral Agent or the Custodial Agent, as the case may be.
Whether or not there has been a Failed Remarketing will be determined in the sole reasonable
discretion of the Representative.




     (e) In the event of a Successful Remarketing, by approximately 4:30 p.m. (New
York City time) on the Initial Remarketing Date, the Representative shall advise, by
telephone:




     (i) the Depositary, the Purchase Contract Agent, the Indenture
Trustee and the Company of the Reset Rate determined by the Remarketing Agents in
such Remarketing and the aggregate principal amount of Remarketed Senior Notes sold
in such Remarketing;




     (ii) each purchaser (or the Depositary Participant thereof) of
Remarketed Senior Notes of the Reset Rate and the aggregate principal amount of
Remarketed Senior Notes such purchaser is to purchase; and



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     (iii) each such purchaser to give instructions to its Depositary
Participant to pay the purchase price on the Remarketing Settlement Date, in same
day funds against delivery of the Remarketed Senior Notes purchased through the
facilities of the Depositary.




     (f) If the Company purchases any Remarketed Senior Notes in the Initial
Remarketing, the Company agrees to pay to the Representative, on behalf of the several
Remarketing Agents, the purchase price for such Remarketed Senior Notes on the Remarketing
Settlement Date, in same day funds, against delivery of Remarketed Senior Notes so
purchased.




     (g) After deducting any fees specified in Section 4 below, the proceeds from
a Successful Remarketing, (i) with respect to the Senior Notes that are components of the
Corporate Units, shall be paid to the Collateral Agent in accordance with Section 7.06 of
the Pledge Agreement and Section 5.02(a)(i) of the Purchase Contract Agreement and (ii) with
respect to any Separate Senior Notes included in the Remarketing, shall be paid to the
Custodial Agent for payment to the holders of such Separate Senior Notes in accordance with
Section 5.02(a)(i) of the Purchase Contract Agreement and Section 5.07(c) and Section 7.06
of the Pledge Agreement.




     (h) The right of each holder of Separate Senior Notes or Corporate Units to
have Remarketed Senior Notes remarketed and sold on the Initial Remarketing Date shall be
subject to the conditions that (i) the Remarketing Agents are able to find a purchaser or
purchasers for Remarketed Senior Notes at the Remarketing Price based on the Reset Rate,
(ii) such purchaser or purchasers deliver the purchase price therefor to the Remarketing
Agents as and when required and (iii) the Remarketing is settled in accordance with this
Agreement.




     (i) It is understood and agreed that the Remarketing Agents shall not have
any obligation whatsoever to purchase any Remarketed Senior Notes, whether in the
Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment
upon tender of Remarketed Senior Notes for Remarketing or to otherwise expend or risk its or
their own funds or incur or to be exposed to financial liability in the performance of its
or their duties under this Agreement. Subject to Section 2(f) above, neither the Company
nor the Remarketing Agents shall be obligated in any case to provide funds to make payment
upon tender of the Remarketed Senior Notes for Remarketing.




     Section 3. Representations and Warranties of the Company.



     The Company represents and warrants (i) as of the Time of Sale and (ii) on and as of the
Remarketing Settlement Date, that each of the representations and warranties of the Company set
forth herein, is true and correct as if made on each of the dates specified above:




     (a) The Company and each subsidiary of the Company which meets the definition
of a significant subsidiary as defined in
Regulation  S-X (collectively referred



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to herein as the “Significant Subsidiaries” and individually as a “Significant
Subsidiary”) has been duly incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation, with full corporate power
and authority to own its properties and conduct its business, and to the Company’s
knowledge, all of the issued shares of capital stock of each Significant Subsidiary are
owned directly, or indirectly through wholly-owned subsidiaries, by the Company, free and
clear of all material liens, encumbrances, equities or claims.




     (b) The Company’s authorized share capital is as set forth in the Time of
Sale Information and the Prospectus, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are fully paid and
non-assessable.




     (c) The Remarketed Senior Notes have been duly and validly authorized,
executed and delivered by the Company and, assuming the Remarketed Senior Notes have been
duly authenticated by the Trustee in accordance with the provisions of the Indenture,
constitute valid and legally binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as the enforceability thereof may be limited
by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other
similar laws now or hereafter in effect affecting creditors’ rights generally and (ii)
general principles of equity (regardless of whether enforceability is considered in a
proceeding in law or equity); and the Remarketed Senior Notes will conform in all material
respects to the descriptions thereof in the Time of Sale Information and the Prospectus.




     (d) The sale of the Remarketed Senior Notes and the compliance by the Company
with all the provisions of the Transaction Documents and the consummation of the
transactions therein contemplated have not conflicted with or resulted in a breach or
violation of any of the terms or provisions of, or constituted a default under, and will not
conflict with or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company is a party or by which the Company is bound or
to which any of the property or assets of the Company is subject, except for such breaches,
conflicts, violations or defaults which would not have, individually or in the aggregate
with such other breaches, conflicts, violations and defaults, a material adverse effect on
the financial position, stockholders’ equity or results of operations of the Company and its
subsidiaries, considered as a whole, and which will not affect the validity, performance or
consummation of the transactions contemplated by the Transaction Documents, and have not
resulted and will not result in any violation of the provisions of the Certificate of
Incorporation or By-laws of the Company or any statute, rule or regulation, or any order or
decree of any court or regulatory authority or other governmental agency or body having
jurisdiction over the Company or any of its properties; and no consent, approval,
authorization, license, order, registration or qualification of or with any such court,
regulatory authority or other governmental agency or body is required for the sale of the
Remarketed Senior Notes or the consummation by the Company of the transactions contemplated
by the Transaction



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Documents, except those which have been, or will have been prior to the Remarketing
Settlement Date, obtained under the Act and the Exchange Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under state or foreign
securities or state insurance securities laws in connection with the distribution of the
Remarketed Senior Notes by the Remarketing Agents, and except for such consents, approvals,
authorizations, licenses, orders, registrations or qualifications which the failure to make,
obtain or comply with would not have, individually or in the aggregate with such other
failures, a material adverse effect on the financial position, stockholders’ equity or
results of operations of the Company and its subsidiaries, considered as a whole, and which
will not affect the validity, performance or consummation of the transactions contemplated
by the Transaction Documents.




     (e) Except as described in the Time of Sale Information and the Prospectus,
there is no action, suit or proceeding pending, nor to the knowledge of the Company, is
there any action, suit or proceeding threatened, which might reasonably be expected to
result in a material adverse change in the financial condition, results of operations or
business of the Company and its subsidiaries considered as a whole or which is required to
be disclosed in the Registration Statement.




     (f) The Purchase Contract Agreement and the Pledge Agreement have each been
duly authorized, executed and delivered by the Company, and each is a valid and binding
agreement of the Company, enforceable against the Company in accordance with its terms,
except as the enforceability thereof may be limited by (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in
effect affecting creditors’ rights generally and (ii) general principles of equity
(regardless of whether enforceability is considered in a proceeding in law or equity);
provided, however, that upon the occurrence of a Termination Event (as defined in the
Purchase Contract Agreement), the Bankruptcy Code (11 U.S.C. §§ 101-1330, as amended) should
not substantively limit the provisions of Sections 3.15 and 5.06 of the Purchase Contract
Agreement or Section 5.04 of the Pledge Agreement that require termination of the Purchase
Contracts and release of the Collateral Agent’s security interest in (1) the Senior Notes,
(2) the Treasury Securities (as defined in the Purchase Contract Agreement) or (3) the
applicable ownership interest in the Treasury Portfolio (as defined in the Purchase Contract
Agreement), as applicable, and the transfer of such securities to the Purchase Contract
Agent, for the benefit of the Holders of the Units; provided further, however, the Company
makes no representation as to whether a court exercising bankruptcy jurisdiction might issue
a temporary restraining order or provide other interim relief that would delay the exercise
of such termination right for a period of time pending final adjudication of any challenge
to the exercise of such right during a bankruptcy case involving the Company.




     (g) To the extent the Time of Sale Information and the Prospectus describe
certain provisions of this Agreement, such provisions of this Agreement will conform in all
material respects to the descriptions thereof.



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     (h) The Indenture has been duly authorized and duly qualified under the Trust
Indenture Act. The Second Supplemental Indenture has been duly authorized, executed and
delivered by the Company and, assuming due execution and delivery of the Second Supplemental
Indenture by the Trustee, constitutes a valid and binding instrument of the Company,
enforceable against the Company in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors’ rights and to general equity principles. The Indenture
will conform in all material respects to the descriptions thereof in the Time of Sale
Information and the Prospectus.




     (i) The financial statements included or incorporated by reference in the
Registration Statement, the Time of Sale Information or the Prospectus present fairly in all
material respects the financial position of the Company and its consolidated subsidiaries as
of the dates shown and their results of operations and cash flows for the periods shown,
and, except as otherwise disclosed in the Time of Sale Information and the Prospectus, such
financial statements have been prepared in conformity with generally accepted accounting
principles in the United States applied on a consistent basis; any schedules included in the
Registration Statement present fairly the information required to be stated therein.




     (j) There are no contracts or other documents of a character required to be
filed as an exhibit to the Registration Statement or required to be described in the
Registration Statement, the Time of Sale Information or the Prospectus which are not filed
or described as required.




     (k) As of the date of this Agreement, the Company is a “well-known seasoned
issuer,” and is not an “ineligible issuer,” both terms as defined in Rule 405 under the
Securities Act.




     (l) The Registration Statement has been declared effective by the Commission
or became effective upon filing, and no stop order preventing or suspending the use of the
Registration Statement or the Time of Sale Information has been issued and no proceeding for
that purpose or pursuant to Section 8A of the Securities Act has been initiated or
threatened by the Commission.




     (m) The documents incorporated by reference in the Time of Sale Information
and the Prospectus, when they were filed with the Commission, conformed in all material
respects to the requirements of the Exchange Act and the rules and regulations of the
Commission thereunder, and none of such documents as of its time of filing contained an
untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; and any further documents so filed and
incorporated by reference in the Time of Sale Information or the Prospectus or any further
amendment or supplement thereto, when such documents are filed with the Commission, will
conform in all material respects to the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder, and will not contain an



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untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance upon and in
conformity with information relating to the Remarketing Agents furnished in writing to the
Company by or on behalf of the Remarketing Agents through the Representative expressly for
use in the Time of Sale Information or the Prospectus.




     (n) The Registration Statement when it was filed and became effective
conformed, and the Prospectus and any further amendments or supplements thereto, when filed
with the Commission will conform, in all material respects to the requirements of the
Securities Act and the rules and regulations promulgated thereunder; the Registration
Statement as of the Effective Date, the Time of Sale Information as of the Time of Sale and
the Prospectus as of the date of the prospectus supplement comprising part of such
Prospectus will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading; provided that no representation and warranty is made as to any statement of
eligibility on Form T-1 filed or incorporated by reference as part of the Registration
Statement, the Time of Sale Information or the Prospectus, or as to information relating to
the Remarketing Agents contained in or omitted from the Registration Statement, Time of Sale
Information or the Prospectus in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the Remarketing Agents through the
Representative specifically for inclusion therein.




     (o) Except as disclosed in or contemplated by the Time of Sale Information
and the Prospectus, there has not been any material adverse change in, or any adverse
development which materially affects, the business, properties, financial condition or
results of operations of the Company and its subsidiaries taken as a whole from the dates as
of which information is given in the Time of Sale Information and the Prospectus.




     (p) This Agreement has been duly authorized, executed and delivered by the
Company.




     (q) The Company and its consolidated subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurances that (1)
transactions are executed in accordance with management’s general or specific authorization;
(2) transactions are recorded as necessary to permit preparation of financial statements in
conformity with accounting principles generally accepted in the United States (“GAAP”) and
to maintain accountability for assets; (3) access to assets is permitted only in accordance
with management’s general or specific authorization; and (4) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. Except as described in the Time of Sale
Information, since the end of the Company’s most recent audited fiscal year, there has been
(I) no material weakness identified by management, or by the Company’s auditors and
communicated to management, in the Company’s internal control over financial reporting
(whether or not remediated) and (II)



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no change in the Company’s internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.




     (r) The Company and its consolidated subsidiaries employ disclosure controls
and procedures that are designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms, and is accumulated and communicated to the Company’s management, including
its principal executive and principal financial officer or officers, as appropriate, to
allow timely decisions regarding disclosure.




     Section 4. Fees.




     (a) If the Initial Remarketing of the Remarketed Senior Notes is a Successful
Remarketing, the Representative shall retain, for itself and the other Remarketing Agents,
as a remarketing fee (the “Remarketing Fee”) an amount equal to the lesser of (i) 25 basis
points (0.25%) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior
Note Purchase Price and (ii) the amount of the proceeds of such Remarketing in excess of the
sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price.




     (b) Each Remarketing Agent shall be entitled to the percentage of the
Remarketing Fee set forth opposite its name in Schedule I hereto.




     Section 5. Covenants of the Company.




     The Company covenants and agrees as follows:




     (a) to prepare the Preliminary Prospectus and the Prospectus, each in a form
approved by the Remarketing Agents, and to file any such Preliminary Prospectus and
Prospectus pursuant to the Securities Act within the period required by the Securities Act
and the rules and regulations thereunder;




     (b) to prepare a Final Term Sheet and to file such Final Term Sheet with the
Commission in compliance with Rule 433(d) under the Securities Act;




     (c) to file promptly with the Commission any amendment to the Registration
Statement, the Preliminary Prospectus, the Final Term Sheet, or the Prospectus or any
supplement to the Prospectus that may, in the reasonable judgment of the Company or the
Representative, be required by the Securities Act or requested by the Commission;




     (d) to advise the Representative, promptly after it receives notice thereof,
of the time when any amendment to the Registration Statement has been filed or becomes
effective or any supplement to the Prospectus or any amended Prospectus has been filed and
to furnish the Remarketing Agents with copies thereof;



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     (e) to file promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and
for so long as the delivery of a Prospectus is required in connection with the offering or
sale of the Remarketed Senior Notes;




     (f) to advise the Representative, promptly after it receives notice thereof,
of the issuance by the Commission of any stop order or of any order preventing or suspending
the use of the Time of Sale Information or the Prospectus, of the suspension of the
qualification of any of the Remarketed Senior Notes for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of
any request by the Commission for the amending or supplementing of the Registration
Statement, the Time of Sale Information or the Prospectus or for additional information,
and, in the event of the issuance of any stop order or of any order preventing or suspending
the use of any Time of Sale Information or Prospectus or suspending any such qualification,
to use promptly its best efforts to obtain its withdrawal;




     (g) to furnish promptly to the Remarketing Agents such copies of the
following documents as the Remarketing Agents shall reasonably request: (A) conformed
copies of the Registration Statement as originally filed with the Commission and each
amendment thereto (in each case excluding exhibits); (B) the Preliminary Prospectus and any
amended or supplemented Preliminary Prospectus, (C) the Prospectus and any amended or
supplemented Prospectus; (D) the Final Term Sheet; (E) any issuer free writing prospectus
referred to in Section 6; and (F) any document incorporated by reference in the Prospectus
(excluding exhibits thereto); and, if at any time when delivery of a prospectus is required
in connection with the Remarketing, any event shall have occurred as a result of which the
Time of Sale Information or the Prospectus as then amended or supplemented would include any
untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made
when such Time of Sale Information or Prospectus is delivered, not misleading, or if for any
other reason it shall be necessary during such same period to amend or supplement the Time
of Sale Information or the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with the Securities Act or
the Exchange Act, to notify the Representative and, upon its request, to file such document
and to prepare and furnish without charge to the Remarketing Agents and to any dealer in
securities as many copies as the Remarketing Agents may from time to time reasonably request
of such amended or supplemented Time of Sale Information or Prospectus that will correct
such statement or omission or effect such compliance;




     (h) prior to filing with the Commission (A) any amendment to the Registration
Statement or supplement to the Prospectus or (B) any Prospectus pursuant to Rule 424 under
the Securities Act, to furnish a copy thereof to the Representative and counsel to the
Remarketing Agents; and not to file any such amendment or supplement that shall be
reasonably disapproved by the Representative promptly after reasonable notice;



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     (i) as soon as practicable, but in any event not later than November 9, 2007
to make “generally available to its security holders” an “earnings statement” of the Company
and its subsidiaries complying with (which need not be audited) Section 11(a) of the
Securities Act and the rules and regulations thereunder (including, at the option of the
Company, Rule 158). The terms “generally available to its security holders” and “earnings
statement” shall have the meanings set forth in Rule 158;




     (j) to take such action as the Representative may reasonably request in order
to qualify the Remarketed Senior Notes for offer and sale under the securities or “blue sky”
laws of such jurisdictions as the Representative may reasonably request; provided that in no
event shall the Company be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction; and provided further that the Company
shall not be required to qualify the Remarketed Senior Notes in any jurisdiction if such
qualification would result in any obligation on the part of the Company to make filings with
any governmental entity in such jurisdiction after the completion of the Remarketing;




     (k) to pay: (1) the costs incident to the preparation and printing of the
Registration Statement, any Time of Sale Information, the Prospectus and any amendments or
supplements thereto; (2) the costs of distributing the Registration Statement, any Time of
Sale Information, the Prospectus and any amendments or supplements thereto; (3) any fees and
expenses of qualifying the Remarketed Senior Notes under the securities laws of the several
jurisdictions as provided in Section 5(j) and of preparing, printing and distributing a Blue
Sky Memorandum, if any (including any related fees and expenses of counsel to the
Remarketing Agents); (4) all other costs and expenses incident to the performance of the
obligations of the Company hereunder and the Remarketing Agents hereunder; and (5) fifty
percent (50%) of the reasonable fees and expenses of counsel to the Remarketing Agents in
connection with their duties hereunder; and




     (l) to furnish the Remarketing Agents with such information and documents as
the Remarketing Agents may reasonably request in connection with the transactions
contemplated hereby, and to make reasonably available to the Remarketing Agents and any
accountant, attorney or other advisor retained by the Remarketing Agents such information
that parties would customarily require in connection with a due diligence investigation
conducted in accordance with applicable securities laws and to cause the Company’s officers,
directors, employees and accountants to participate in all such discussions and to supply
all such information reasonably requested by any such Person in connection with such
investigation.




     Section 6. Free Writing Prospectuses.




     (a) Subject to Section 5(b), the Company represents and agrees that, unless
it obtains the prior consent of the Representative, and each Remarketing Agent represents
and agrees that, unless it obtains the prior consent of the Company and the Representative,
it has not made and will not make any offer relating to the Remarketing



12









 







or the Remarketed Senior Notes that would constitute an “issuer free writing
prospectus” as defined in Rule 433 under the Securities Act, or that would otherwise
constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act;
provided however, that prior to the preparation of the Final Term Sheet in accordance with
Section 5(b) of this Agreement, the Remarketing Agents are authorized to use preliminary
terms of the Remarketed Senior Notes in communications conveying information relating to the
Remarketing to investors. Each of the Final Term Sheet and any such free writing prospectus
consented to by the Company and the Representative is referred to as a “Permitted Free
Writing Prospectus.”




     (b) The Company represents that it has treated or agrees that it will treat
each Permitted Free Writing Prospectus as an “issuer free writing prospectus” as defined in
Rule 433 under the Securities Act, and has complied and will comply with the requirements of
Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with
the Commission where required, legending and record keeping.




     Section 7. Delivery and Payment.




     (a) In the case of a Successful Initial Remarketing as determined in
accordance with Section 8, payment for the Remarketed Senior Notes by the purchasers thereof
identified by the Representative shall be made on the Remarketing Settlement Date by 10:00
a.m. New York City time. Delivery of the Remarketed Senior Notes shall be made to the
Representative against payment by the respective purchasers of the Remarketed Senior Notes
of the consideration therefor as specified herein. After deducting the Remarketing Fee, the
Representative shall transfer any proceeds of the Remarketing in excess of the Remarketing
Fee to the Collateral Agent or the Custodial Agent, as the case may be, in immediately
available funds by wire transfer to an account or accounts designated by the Collateral
Agent or Custodial Agent, as the case may be. The documents to be delivered on the
Remarketing Settlement Date by or on behalf of the parties hereto pursuant to Section 8
hereof will be delivered at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New
York, NY 10017.




     (b) The Remarketed Senior Notes will be represented by one or more definitive
Global Certificates in book-entry form which will be deposited with The Depository Trust
Company or its designated custodian not less than one full Business Day in advance of the
Remarketing Settlement Date, and the Company, the Collateral Agent and the registered holder
or holders thereof agree to have the copies of certificates representing the Global
Certificates available for inspection by the Representative in New York, New York not later
than 12:00 noon on the Business Day prior to the Remarketing Settlement Date.




     Section 8. Determination of Successful Initial Remarketing.



     A Successful Initial Remarketing shall be subject to a determination by the Remarketing Agents
that the following conditions have been satisfied:



13









 






     (a) The Preliminary Prospectus, the Prospectus and the Final Term Sheet shall
have been timely filed with the Commission; no stop order preventing or suspending the use
of the Registration Statement or any part thereof or any Time of Sale Information shall have
been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities
Act shall have been initiated or threatened by the Commission; and any request of the
Commission for inclusion of additional information in the Registration Statement, the Time
of Sale Information or the Prospectus or otherwise shall have been complied with.




     (b) (1) Trading generally shall not have been suspended or materially limited
on the New York Stock Exchange or the Nasdaq National Market, (2) trading of any securities
of the Company shall not have been materially suspended or limited on the New York Stock
Exchange or any other exchange or over-the-counter market, (3) a material disruption in
securities settlement, payment or clearance services in the United States shall not have
occurred, (4) a general moratorium on commercial banking activities in New York shall not
have been declared by either Federal or New York State authorities, or (5) there shall not
have occurred a material adverse change in the financial markets, any outbreak or escalation
of hostilities involving the United States or the declaration by the United States of a
national emergency or war or other calamity or crisis, if the effect of any such event
specified in this clause (5) in the judgment of the Representative makes it impracticable or
inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes
on the terms and in the manner contemplated in the Transaction Documents.




     (c) The representations and warranties of the Company contained herein shall
be true and correct in all material respects on and as of the Remarketing Settlement Date,
and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed
in all material respects all covenants and agreements contained herein or in the Purchase
Contract Agreement or Pledge Agreement to be performed on their part at or prior to such
Remarketing Settlement Date.




     (d) On the Remarketing Settlement Date, the Company shall have furnished to
the Remarketing Agents a certificate, dated the Remarketing Settlement Date, of the Chief
Executive Officer or Chief Financial Officer and the Treasurer satisfactory to the
Remarketing Agents stating that: (1) no order preventing or suspending the use of the
Registration Statement or any Time of Sale Information or prohibiting the sale of the
Remarketed Senior Notes is in effect, and no proceedings for such purpose or pursuant to
Section 8A of the Securities Act are pending before or, to the knowledge of such officers,
threatened by the Commission; (2) the representations and warranties of the Company
contained in Section 3 are true and correct on and as of the Remarketing Settlement Date and
the Company has performed in all material respects all covenants and agreements contained
herein to be performed on its part at or prior to such Remarketing Settlement Date; and (3)
the Registration Statement, as of the Effective Date, and the Time of Sale Information as of
the Time of Sale did not contain any untrue statement of a material fact and did not omit to
state any material fact required to be stated therein or necessary to make the statements
therein not misleading and the Prospectus as of the date of the



14









 







prospectus supplement comprising part of such Prospectus and as of the Remarketing
Settlement Date did not or does not contain any untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.




     (e) On the Initial Remarketing Date and on the Remarketing Settlement Date,
the Remarketing Agents shall have received a letter addressed to the Remarketing Agents and
dated such respective dates, in form and substance satisfactory to the Remarketing Agents,
of Deloitte & Touche LLP, the independent accountants of the Company, containing statements
and information of the type ordinarily included in accountants’ “comfort letters” with
respect to certain financial information contained or incorporated by reference in the Time
of Sale Information and the Prospectus.




     (f) On the Remarketing Settlement Date, each of (1) counsel for the Company
and (2) General Counsel to the Company, shall have furnished to the Remarketing Agents its
opinion, addressed to the Remarketing Agents and dated the Remarketing Settlement Date, in
form and substance reasonably satisfactory to the Remarketing Agents addressing such matters
as are set forth in Annex A hereto.




     (g) On the Remarketing Settlement Date, Davis Polk & Wardwell, counsel for
the Remarketing Agents, shall have furnished to the Remarketing Agents its opinion,
addressed to the Remarketing Agents and dated the Remarketing Settlement Date, in form and
substance satisfactory to the Remarketing Agents.




     (h) Subsequent to the Time of Sale, as of the Remarketing Settlement Date,
there shall not have occurred any downgrading, nor shall any notice have been given of any
intended or potential downgrading or of any review for a possible change that does not
indicate an improvement, in the rating accorded any of the Company’s securities by any
“nationally recognized statistical rating organization,” as such term is defined for
purposes of Rule 436(g)(2) under the Securities Act.



     If the Remarketing Agents determine that any of the foregoing conditions have not been
satisfied or waived by the Remarketing Agents, in whole or in part, a Failed Remarketing shall be
deemed to have occurred.




     Section 9. Indemnification.




     (a) The Company will indemnify and hold harmless each Remarketing Agent, the
partners, directors and officers of each Remarketing Agent and each person, if any, who
controls such Remarketing Agent within the meaning of Section 15 of the Securities Act,
against any losses, claims, damages or liabilities, joint or several, to which the
Remarketing Agents or any of them may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, the Preliminary Prospectus, the



15









 







Time of Sale Information, the Prospectus, or any amendments or supplement thereto or
any Permitted Free Writing Prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, and will reimburse the Remarketing Agents for
any legal or other expenses reasonably incurred by the Remarketing Agents in connection with
investigating or defending any such losses, claims, damages, liabilities or action as such
expenses are incurred; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged omission from
any of such documents in reliance upon and in conformity with written information furnished
to the Company by or on behalf of any Remarketing Agent through the Representative
specifically for use therein.




     (b) Each Remarketing Agent, severally and not jointly, will indemnify and
hold harmless the Company, its directors and officers and each person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act, against any losses,
claims, damages or liabilities to which the Company may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, the Preliminary
Prospectus, the Time of Sale Information, the Prospectus or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by or on behalf of
any Remarketing Agent through the Representative specifically for use therein, and will
reimburse any legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such loss, claim, damage, liability or action as such
expenses are incurred.




     (c) Promptly after receipt by an indemnified party under this section of
notice of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under subsection (a) or (b)
above, notify the indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under subsection (a) or (b) above. In
the case of parties indemnified pursuant to subsection (a) above, counsel to the indemnified
parties shall be selected by the Representative. An indemnifying party may participate at
its own expense in the defense of any such action; provided, however, that counsel to the
indemnifying party shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party. In no event shall the indemnifying parties be liable for
fees and expenses of more than one counsel (in addition to any local counsel) separate from
their own counsel for all indemnified parties in connection with any one action or separate
but similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior



16









 







written consent of the indemnified parties, settle or compromise or consent to the
entry of any judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim whatsoever in respect
of which indemnification or contribution could be sought under this Section 9 or Section 10
hereof (whether or not the indemnified parties are actual or potential parties thereto),
unless such settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation, investigation,
proceeding or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.




     Section 10. Contribution.




     (a) If the indemnification provided for in Section 9 hereof is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect of any
losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying
party, in lieu of such indemnification, shall contribute to the aggregate amount of such
losses, liabilities, claims, damages or expenses as incurred (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one hand and the
Remarketing Agents on the other hand from the offering of the Remarketed Senior Notes or
(ii) if the allocation provided by clause (i) is not permitted by applicable law, in such
proportions as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company on the one hand and the
Remarketing Agents on the other hand in connection with the statements of omissions which
resulted in such losses, claims, damages or liabilities as well as any relevant equitable
considerations. The relative benefits received by the Company on one hand and the
Remarketing Agents on the other hand in connection with the Remarketing shall be deemed to
be in the same proportions as the aggregate principal amount of the Remarketed Senior Notes
less the fee paid to the Remarketing Agents on the one hand and the fee paid to the
Remarketing Agents on the other hand bear to the aggregate principal amount of the
Remarketed Senior Notes. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company on
the one hand or the Remarketing Agents on the other hand and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or
omission. The Company and the Remarketing Agents agree that it would not be just and
equitable if contribution pursuant to this subsection (a) were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable
considerations referred to above in this subsection (a). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (a) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
subsection (a), no Remarketing Agent shall be required to contribute any amount in excess of
the amount by which the fees received by it under Section 4 exceeds the amount of any
damages which such Remarketing Agent has otherwise been required to



17









 







pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. 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.




     (b) The obligations of the Company under this Section 10 shall be in addition
to any liability which the Company may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of each Remarketing Agent and to each person,
if any, who controls any Remarketing Agent within the meaning of the Securities Act; and the
obligations of each Remarketing Agent under this Section 10 shall be in addition to any
liability which such Remarketing Agent may otherwise have and shall extend, upon the same
terms and conditions, to each director of the Company, to each officer of the Company who
signed the Registration Statement and to each person, if any, who controls the Company
within the meaning of the Securities Act.




     (c) The indemnity and contribution provisions contained in Section 9 and this
Section 10 and the representations, warranties and other statements of the Company contained
in this Agreement shall remain in full force and effect, regardless of any investigation (or
any statement as to the results thereof) made by or on behalf of any Remarketing Agent or
any person controlling any Remarketing Agent, or the Company, its officers or directors or
any controlling person of the Company, and the completion of the Remarketing.




     Section 11. Dealing in Securities.



Each Remarketing Agent, when acting as a Remarketing Agent or in its individual or any other
capacity, may, to the extent permitted by law, buy, sell, hold and deal in any of the Remarketed
Senior Notes, Corporate Units, Treasury Units or any of the securities of the Company (together,
the “Securities”). Each Remarketing Agent may exercise any vote or join in any action which any
beneficial owner of such Securities may be entitled to exercise or take pursuant to the Indenture
with like effect as if it did not act in any capacity hereunder. Each Remarketing Agent, in its
individual capacity, either as principal or agent, may also engage in or have an interest in any
financial or other transaction with the Company as freely as if it did not act in any capacity
hereunder.




     Section 12. Remarketing Agents’ Performance; Duty of Care; No Fiduciary
Relationship.




     (a) The duties and obligations of the Remarketing Agents shall be determined
solely by the express provisions of this Agreement and the Transaction Documents. No
implied covenants or obligations of or against any Remarketing Agent shall be read into this
Agreement or any of the Transaction Documents. In the absence of bad faith on the part of
the Remarketing Agents, a Remarketing Agent may conclusively rely upon any document
furnished to it, as to the truth of the statements expressed in any of such documents. Each
Remarketing Agent shall be protected in acting upon any document or



18









 







communication reasonably believed by it to have been signed, presented or made by the
proper party or parties except as otherwise set forth herein. Any Remarketing Agent, acting
under this Agreement, shall incur no liability to the Company or to any holder of Remarketed
Senior Notes in its individual capacity or as Remarketing Agent for any action or failure to
act on its part in connection with a Remarketing or otherwise, except if such liability is
judicially determined to have resulted from its failure to comply with the material terms of
this Agreement or the gross negligence or willful misconduct on its part. The provisions of
this Section 12 shall survive the termination of this Agreement.




     (b) The Company acknowledges and agrees that (i) the Remarketing, including
the determination of the Remarketing Price and the Remarketing Fee, is an arm’s-length
commercial transaction between the Company, on the one hand, and the several Remarketing
Agents, on the other hand, (ii) in connection with the Remarketing contemplated hereby and
the process leading to such transaction, each Remarketing Agent is and has been acting
solely as Remarketing Agent hereunder and is not a fiduciary of the Company, or its
stockholders, creditors, employees or any other party, (iii) no Remarketing Agent has
assumed or will assume an advisory or fiduciary responsibility in favor of the Company with
respect to the Remarketing contemplated hereby and the process leading thereto (irrespective
of whether such Remarketing Agent has advised or is currently advising the Company on other
matters) and no Remarketing Agent has any obligation to the Company with respect to the
Initial Remarketing, except the obligations expressly set forth in this Agreement, (iv) the
Remarketing Agents and their respective affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Company, and (v) the
Remarketing Agents have not provided any legal, accounting, regulatory or tax advice with
respect to the Remarketing contemplated hereby and the Company has consulted its own legal,
accounting, regulatory and tax advisors to the extent it deemed appropriate.




     Section 13. Termination.




     (a) If this Agreement is terminated, except as otherwise provided herein, the
Company shall not be under any liability to any Remarketing Agent and no Remarketing Agent
shall be under any liability to the Company, except that if this Agreement is terminated by
the Remarketing Agents because of any failure or refusal on the part of the Company to
comply with the terms or to fulfill any of the conditions of this Agreement, the Company
will reimburse each Remarketing Agent for all of its out-of-pocket expenses (including fifty
percent (50%) of the reasonable fees and disbursements of its counsel) reasonably incurred
by it in connection with the Initial Remarketing. Sections 9, 10 and 12 hereof shall
survive the termination of this Agreement.




     (b) In the event of a Failed Remarketing, this Agreement shall terminate and
the Original Remarketing Agreement shall be deemed to be in full force and effect. Sections
9, 10 and 12 hereof shall survive the termination of this Agreement.



19









 






     Section 14. Notices.




All statements, requests, notices and agreements hereunder shall be in writing, and:




     (a) if to the Remarketing Agents, shall be delivered or sent by mail, telex
or facsimile transmission to Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World
Financial Center, New York, New York, 10080, Attention: Global Origination Counsel (Fax:
212-446-3207);




     (b) if to the Company, shall be delivered or sent by mail, telex or facsimile
transmission to The Hartford Financial Services Group, Inc., Hartford Plaza, Hartford,
Connecticut 06115-1900, Attention: General Counsel (Fax: 860-547-5714); and




     (c) if to the Purchase Contract Agent, shall be delivered or sent by mail,
telex or facsimile transmission to JPMorgan Chase Bank, N.A., 227 W. Monroe Street, Suite
2600, Chicago, Illinois 60606, Attention: Worldwide Securities Services (Fax: 312-267-5201).




Any such statements, requests, notices or agreements shall take effect at the time of receipt
thereof.




     Section 15. Persons Entitled to Benefit of Agreement.



     This Agreement shall inure to the benefit of and be binding upon each party hereto and its
respective successors. This Agreement and the terms and provisions hereof are for the sole benefit
of only those persons, except that (x) the representations, warranties, indemnities and agreements
of the Company contained in this Agreement shall also be deemed to be for the benefit of each
Remarketing Agent and the person or persons, if any, who control such Remarketing Agent within the
meaning of Section 15 of the Securities Act and (y) the indemnity agreement of the several
Remarketing Agents contained in Section 9(b) of this Agreement shall be deemed to be for the
benefit of the Company’s directors and officers who sign the Registration Statement, if any, and
any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing
contained in this Agreement is intended or shall be construed to give any person, other than the
persons referred to herein, any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision contained herein.




     Section 16. Survival.



     The respective indemnities, representations, warranties and agreements of the Company and the
several Remarketing Agents contained in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall survive any Remarketing and shall remain in full
force and effect, regardless of any investigation made by or on behalf of any of them or any person
controlling any of them.



20









 






     Section 17. Governing Law.



     This Agreement shall be governed by, and construed in accordance with, the laws of New York,
without regard to conflicts of laws principles.




     Section 18. Judicial Proceedings.




     (a) Each party hereto expressly accepts and irrevocably submits to the
non-exclusive jurisdiction of the United States Federal or New York State court sitting in
the Borough of Manhattan, The City of New York, New York, over any suit, action or
proceeding arising out of or relating to this Agreement or the Remarketed Senior Notes. To
the fullest extent it may effectively do so under applicable law, each party hereto
irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise,
any claim that it is not subject to the jurisdiction of any such court, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.




     (b) Each party hereto agrees, to the fullest extent that it may effectively
do so under applicable law, that a judgment in any suit, action or proceeding of the nature
referred to in Section 18(a) brought in any such court shall be conclusive and binding upon
such party, subject to rights of appeal and may be enforced in the courts of the United
States of America or the State of New York (or any other court the jurisdiction to which the
Company is or may be subject) by a suit upon such judgment.




     Section 19. Counterparts.



     This Agreement may be executed in one or more counterparts and, if executed in more than one
counterpart, the executed counterparts shall each be deemed to be an original but all such
counterparts shall together constitute one and the same instrument.




     Section 20. Headings.



     The headings herein are inserted for convenience of reference only and are not intended to be
part of, or to affect the meaning or interpretation of, this Agreement.




     Section 21. Severability.



     If any provision of this Agreement shall be held or deemed to be or shall, in fact, be
invalid, inoperative or unenforceable as applied in any particular case in any or all jurisdictions
because it conflicts with any provisions of any constitution, statute, rule or public policy or for
any other reason, then, to the extent permitted by law, such circumstances shall not have the
effect of rendering the provision in question invalid, inoperative or unenforceable in any other



21









 







case, circumstance or jurisdiction, or of rendering any other provision or provisions of this
Agreement invalid, inoperative or unenforceable to any extent whatsoever.




     Section 22. Prior Agreements; Amendments.



     This Agreement supersedes all prior agreements and understandings between the Company and the
Remarketing Agents, or any of them, with respect to the Initial Remarketing and if any provision of
this Agreement relating to the Initial Remarketing conflicts, or is inconsistent, with the Original
Remarketing Agreement, this Agreement shall control.



     This Agreement may be amended by an instrument in writing signed by the parties hereto. Each
of the Company and the Purchase Contract Agent agrees that it will not enter into, cause or permit
any amendment or modification of the Transaction Documents or any other instruments or agreements
relating to the Senior Notes or the Corporate Units that would in any way adversely affect the
rights, duties and obligations of any Remarketing Agent, without the prior written consent of each
Remarketing Agent.




     Section 23. Successors and Assigns.



     The rights and obligations of the Company hereunder may not be assigned or delegated to any
other Person without the prior written consent of the Remarketing Agents. The rights and
obligations of the Remarketing Agents hereunder may not be assigned or delegated to any other
Person (other than an affiliate of a Remarketing Agent) without the prior written consent of the
Company.



     If the foregoing correctly sets forth the agreement by and between the Company, the
Remarketing Agents and the Purchase Contract Agent, please indicate your acceptance in the space
provided for that purpose below.



[SIGNATURES ON THE FOLLOWING PAGE]




22









 





	 	 	 	 	 
	 	Very truly yours,





THE HARTFORD FINANCIAL SERVICES GROUP, INC.
 	 
	 
	 	By:  	/s/  John N. Giamalis	 
	 	 	Name:  	John N. Giamalis	 
	 	 	Title:  	Senior Vice President and Treasurer	 
	 



	 	 	 	 	 
	 	CONFIRMED AND ACCEPTED:





Merrill Lynch, Pierce, Fenner & Smith Incorporated

 	 
	 	By:  	/s/  Richard M. Baio	 
	 	 	Name:  	Richard M. Baio	 
	 	 	Title:  	Vice President	 
	 
	 	Morgan Stanley & Co. Incorporated

 	 
	 	By:  	/s/  Michael Fusco	 
	 	 	Name:  	Michael Fusco	 
	 	 	Title:  	Executive Director	 
	 
	 	JPMORGAN CHASE BANK, N.A.,

not individually but solely as Purchase Contract Agent

and as attorney-in-fact for the Holders of the Units

 	 
	 	By:  	/s/  R. Tarnas	 
	 	 	Name:  	R. Tarnas	 
	 	 	Title:  	Authorized Officer	 



 









 







	 	 	 	 	 



SCHEDULE I




	 	 	 	 	 
	 	 	Percentage of Total Remarketing
	Remarketing Agents	 	Fees
	Merrill Lynch, Pierce, Fenner & Smith Incorporated
	 	 	50	%
	Morgan Stanley & Co. Incorporated
	 	 	50	%
	 
	 	 	 	 
	Total
	 	 	100.00	%







 









 








SCHEDULE II




[Final Term Sheet]

August 11, 2006

$




The Hartford Financial Services Group, Inc.

% Senior Notes due November 16, 2008




	 	 	 	 	 
	Issuer:
	 	The Hartford Financial Services Group, Inc.	 	 
	Remarketed Amount:
	 	 $	 	 
	Maturity Date:
	 	November 16, 2008	 	 
	First Interest Payment Date after
the Remarketing:
	 	November 16, 2006	 	 
	Interest Payment Dates:
	 	February 16, May 16, August 16 and November 16 of each year	 	 
	Interest Rate:
	 	%	 	 
	Trade Date:
	 	August [11], 2006	 	 
	Settlement Date:
	 	August [16], 2006	 	Trade date + 3 days
	Remarketing Price:
	 	%	 	 
	Remarketing Fee:
	 	 $	 	 
	Ranking:	 	Senior unsecured and unsubordinated obligations

	Treasury Portfolio Purchase Price:
	 	 $[     ]	 	 
	[Proceeds to Separate Senior Note
holders participating in the
Remarketing:
	 	 $     per Senior Note]	 	 
	Proceeds to Corporate Unit holders:
	 	 $     per Corporate Unit	 	 
	Ratings (Moody’s/S&P/Fitch):
	 	Moody’s:                                    S&P:	 	Fitch:
	Format:
	 	SEC Registered	 	 
	Denomination:	 	$50 principal amount and integral multiples thereof

	CUSIP:
	 	416515 AN4	 	 






     The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any remarketing agent or any
dealer participating in the offering will arrange to send you the prospectus if you request it by
calling toll-free: Merrill Lynch: 1-866-500-5408.




 









 








ANNEX A-1




Form of Opinion of Debevoise & Plimpton

to be delivered pursuant to Section 8(f)(1) of the Agreement




     1. Each of the Purchase Contract Agreement and the Pledge Agreement has been duly authorized,
executed and delivered by the Company and is a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as the enforceability thereof
may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter in effect affecting creditors’ rights generally and (ii)
general principles of equity (regardless of whether enforceability is considered in a proceeding in
law or equity); provided, however, that upon the occurrence of a Termination Event (as defined in
the Purchase Contract Agreement), the Bankruptcy Code (11 U.S.C. §§ 101-1330, as amended) should
not substantively limit the provisions of Sections 3.15 and 5.06 of the Purchase Contract Agreement
or Section 5.04 of the Pledge Agreement that require termination of the purchase contracts and
release of the Collateral Agent’s security interest in (1) the Senior Notes, (2) the Treasury
Securities (as defined in the Purchase Contract Agreement) or (3) the Applicable Ownership
Interests in the Treasury Portfolio (as specified in clause (i) of such term as defined in the
Purchase Contract Agreement), as applicable, and the transfer of such securities to the Purchase
Contract Agent for the benefit of the Holders (as defined in the Purchase Contract Agreement) of
the Units (as defined in the Purchase Contract Agreement), provided further, however, that no
opinion is expressed as to whether a court exercising bankruptcy jurisdiction might issue a
temporary restraining order or provide other interim relief that would delay the exercise of such
termination right for a period of time pending final adjudication of any challenge to the exercise
of such right during a bankruptcy case involving the Company. In addition, applicable state laws
and interpretations may affect the validity or enforceability of certain remedies provided for in
the Pledge Agreement, but such limitations do not, in our opinion, make the remedies provided for
therein inadequate for the practical realization of the rights and benefits intended to be provided
thereby (subject to the other qualifications expressed in this letter).



     2. The Senior Notes have been duly authorized, executed and delivered by the Company and,
assuming the Senior Notes have been duly authenticated and delivered by the Trustee, are entitled
to the benefits of the Indenture and are valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as the enforceability thereof may be
limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other
similar laws now or hereafter in effect affecting creditors’ rights generally and (ii) general
principles of equity (regardless of whether enforceability is considered in a proceeding in law or
equity).



     3. The Base Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended. The Indenture has been duly authorized, executed and delivered by the



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Company and, assuming the Indenture has been duly authorized, executed and delivered by the
Trustee, is a valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or
hereafter in effect affecting creditors’ rights generally and (ii) general principles of equity
(regardless of whether enforceability is considered in a proceeding in law or equity).



     4. The Initial Remarketing Agreement has been duly authorized, executed and delivered by the
Company and, assuming the Initial Remarketing Agreement has been duly authorized, executed and
delivered by the Remarketing Agents and by JPMorgan Chase Bank, N.A. as Purchase Contract Agent and
as attorney-in-fact for Holders of Purchase Contracts, is a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms, except as the enforceability
thereof may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws now or hereafter in effect affecting creditors’ rights generally
and (ii) general principles of equity (regardless of whether enforceability is considered in a
proceeding in law or equity).



     5. The statements made in the Preliminary Prospectus and the Prospectus under the captions
“Description of the Remarketed Senior Notes” and “Description of the Debt Securities”, together
with, in the case of the Preliminary Prospectus, the information in the Final Term Sheet, insofar
as such statements purport to summarize certain provisions in the Indenture, the Senior Notes or
legal matters referred to therein, are accurate in all material respects.



     6. The discussion under the caption “Certain United States Federal Income Tax Consequences” in
the Preliminary Prospectus and the Prospectus, insofar as such discussion purports to summarize
certain United States federal income tax consequences of the purchase, ownership, and disposition
of the Remarketed Senior Notes, or state legal conclusions with respect thereto, is accurate in all
material respects.



     The opinions set forth above are subject to the following additional limitations and
qualifications:




     (a) Our opinions are subject to the effects of (1) an implied covenant of good faith,
reasonableness and fair dealing and (2) limitations with respect to enforceability of
provisions providing for indemnification or contribution arising under applicable law
(including court decisions) or public policy.




     (b) We express no opinion as to (1) the priority status under the Bankruptcy Code (11
U.S.C. §§ 101 – 1330, as amended) of the Senior Notes or (2) the perfection or priority of
the security interests purported to be created by the Pledge Agreement.



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     (c) Without limiting the foregoing, we express no opinion as to the validity, binding
effect or enforceability of any provision of the Purchase Contract Agreement, the Pledge
Agreement, the Indenture or the Senior Notes that purports to (i) waive, release or vary any
defense, right or privilege of, or any duties owing to, any party to the extent that such
waiver, release or variation may be limited by applicable law, (ii) constitute a waiver of
inconvenient forum or improper venue, (iii) relate to the subject matter jurisdiction of a
court to adjudicate any controversy. In addition, the enforceability of any provision in
the Purchase Contract Agreement, the Pledge Agreement, the Indenture or the Senior Notes to
the effect that (x) the terms thereof may not be waived or modified except in
writing, (y) the express terms thereof supersede any inconsistent course of dealing,
performance or usage or (z) certain determinations made by one party shall have
conclusive effect, may be limited under certain circumstances.




     (d) We express no opinion as to whether a United States Federal court would accept
jurisdiction in any dispute, action, suit or proceeding arising out of or relating to any of
the Transaction Documents or the transactions contemplated thereby.



          We express no opinion as to the laws of any jurisdiction other than the laws of the State of
New York and the Federal laws of the United States of America, as currently in effect, in each case
that in our experience are normally applicable to transactions of the type contemplated by the
Purchase Contract Agreement, the Pledge Agreement, the Initial Remarketing Agreement and the
Indenture without regard to the particular nature of the business conducted by the Company.




          The opinions expressed herein are solely for your benefit and, without our prior written
consent, neither our opinions nor this opinion letter may be disclosed to or relied upon by any
other person. This opinion letter is limited to, and no opinion is implied or may be inferred
beyond, the matters expressly stated herein. The opinions expressed herein are rendered only as of
the date hereof, and we assume no responsibility to advise you of facts, circumstances, changes in
law, or other events or developments that hereafter may occur or be brought to our attention and
that may alter, affect or modify the opinions expressed herein.




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ANNEX A-2




Form of Opinion of General Counsel to the Company

to be delivered pursuant to Section 8(f)(2) of the Agreement




     Neal S. Wolin, Esq., Executive Vice President and General Counsel to the Company, shall have
furnished to you his written opinion, dated the Remarketing Settlement Date, in form and substance
satisfactory to you, to the effect that:




	 	1.	 	The Company is validly existing and in good standing under the laws of the
State of Delaware, with the corporate power and authority to own its properties and
conduct its business as described in the Preliminary Prospectus and the Prospectus.
	 
	 	2.	 	The Company’s authorized share capital is as set forth in the Base Prospectus
under the heading “Description of Capital Stock of The Hartford Financial Services
Group, Inc. —Authorized and Outstanding Capital Stock”.
	 
	 	3.	 	All of the issued shares of capital stock of the Company have been duly
authorized and validly issued and are fully paid and non-assessable.
	 
	 	4.	 	Except as described or incorporated by reference in the Preliminary Prospectus
and the Prospectus, there is no action, suit or proceeding pending, nor, to the best of
my knowledge, is there any action, suit or proceeding threatened against the Company
that (a) might reasonably be expected to have a material adverse effect on the
financial condition, results of operations or business of the Company and its
subsidiaries, considered as a whole (a “Material Adverse Effect”), or
(b) is required to be disclosed in the Registration Statement.
	 
	 	5.	 	The Initial Remarketing Agreement has been duly authorized, executed and
delivered by or on behalf of the Company.
	 
	 	6.	 	The sale of the Remarketed Senior Notes in accordance with the terms of the
Initial Remarketing Agreement and the performance by the Company of its obligations in
accordance with the terms of the Initial Remarketing Agreement (i) will not result in a
breach or violation of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument known to me to which the Company is a party or by which the Company is bound
or to which any of the property or assets of the Company is subject, nor will such
actions result in any violation of the provisions of (ii) the Amended and
Restated Certificate of Incorporation or Amended and Restated By-laws of the Company or
(iii) any statute or any order, rule or regulation known to me of any court or
governmental agency or body having jurisdiction over the Company or any of its
properties; except, in the case of clauses (i) and (iii), for such
violations that would not have a Material Adverse Effect; provided that I express no
opinion in this paragraph (6) with respect to state securities laws or the antifraud
provisions of the United States Federal securities laws.
	 
	 	7.	 	No consent or authorization of, approval by, notice to or filing with any court
or governmental authority is required to be obtained or made on or prior to the date




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	 	 	 	hereof by the Company for the sale of the Remarketed Senior Notes or the performance
by the Company of its obligations in accordance with the terms of the Transaction
Documents, except for any consents, authorizations, approvals, notices and filings
that have been obtained or made and are in full force and effect and those consents,
authorizations, approvals, notices and filings that individually or in the
aggregate, if not made, obtained or done would not have a Material Adverse Effect ;
provided that I express no opinion in this paragraph (7) with respect to state
securities laws or the antifraud provisions of the United States Federal securities
laws.




In rendering the opinion set forth in paragraph (3), I have assumed that the consideration required
by the resolutions of the board of directors of the Company authorizing the issuance of all of the
issued shares of capital stock of the Company has been received in full by the Company.



The opinions set forth in paragraphs (6) and (7) as to the performance by the Company of its
obligations in accordance with the Transaction Documents are based solely upon the facts and
circumstances as they exist on the date hereof and are rendered as if the Company had performed
such obligations on the date hereof.



I am a member of the bar of the State of Connecticut and I do not hold myself out as conversant
with, or express any opinion herein concerning, the laws of any jurisdiction other than the laws of
the State of Connecticut, the DGCL and the Federal laws of the United States of America.



The opinions expressed herein are solely for your benefit and, without my prior written consent,
neither my opinions nor this opinion letter may be disclosed to or relied upon by any other person.
This opinion letter is limited to, and no opinion is implied or may be inferred beyond, the
matters expressly stated herein. The opinions expressed herein are rendered only as of the date
hereof, and I assume no responsibility to advise you of facts, circumstances, changes of law, or
other events or developments that hereafter may occur or be brought to my attention and that may
alter or modify the opinions expressed herein.



In rendering such opinion, such counsel may state that he expresses no opinion as to the laws of
any jurisdiction outside the United States and in respect of matters of fact such counsel may rely
upon certificates of officers of the Company and its subsidiaries; provided that such counsel shall
state he believes that both you and he are justified in relying upon such certificates and copies
of such certificates are made available to you.




*****************




     In addition, Mr. Wolin shall provide a separate letter stating that, based upon specified
participation of such counsel in connection with the preparation of such documents:




(1) Each of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005,
the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2006
and June 30, 2006, and each other document filed by the Company under the Exchange Act with
the Commission since the filing of such Annual Report on Form 10-K and incorporated by
reference in the Preliminary Prospectus and the Prospectus, in each case when such document
was filed with the Commission, appeared to me on its face to be appropriately responsive in
all material respects to the



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requirements as to form of the Exchange Act and the applicable rules and regulations of the
Commission thereunder; and nothing has come to my attention that has caused me to believe
that any such document, as of the date it was filed, contained any untrue statement of a
material fact or omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made when such document was
filed not misleading; except that in each case I express no belief as to (1) the
financial statements, the related notes and schedules, and other financial information
contained in any such document or (2) Regulation S-T.




(2) Each of the Registration Statement, as of the Effective Date, and the Prospectus, as of
the date of the prospectus supplement comprising part of such Prospectus, appeared to me on
its face to be appropriately responsive in all material respects to the requirements as to
form of the Securities Act and the applicable rules and regulations of the Commission
thereunder, insofar as relevant to the remarketing of the Senior Notes, and nothing has come
to my attention that has caused me to believe (a) that (i) the Registration
Statement as supplemented by the Prospectus, as of the Effective Date, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; (ii) the Time of
Sale Information, as of the Time of Sale, contained any untrue statement of a material fact
or omitted to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; or
(iii) the Prospectus, as of the date of the Prospectus Supplement and as of the date
and time of the delivery of this letter, contained or contains any untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not
misleading; or (b) that any amendment to the Registration Statement required to be
filed or any contract or document of a character required to be filed as an exhibit to the
Registration Statement or required to be described in the Registration Statement are not so
filed or described as required; except that in each case I express no belief as to
(x) the financial statements, the related notes and schedules, and other financial
information contained in the Registration Statement, the Time of Sale Information or the
Prospectus; or (y) the statement of eligibility of the Trustee under the Indenture,
or (z) Regulation S-T.



      It is understood that such counsel may state that he has not independently verified factual
statements in the Registration Statement, Time of Sale Information or the Prospectus.




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