Pricing Agreement

Exhibit 1.2

Pricing Agreement

To the Underwriters named
in Schedule I hereto

May 7, 2008

Ladies and Gentlemen:

     The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement General Terms and Conditions, dated May 7, 2008, attached hereto, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement General Terms and Conditions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement General Terms and Conditions so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement General Terms and Conditions are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement General Terms and Conditions and the addresses of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto.

     An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

     Subject to the terms and conditions set forth herein and in the Underwriting Agreement General Terms and Conditions incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to such Underwriter set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

     If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on

A-1

behalf of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement General Terms and Conditions incorporated herein by reference, shall constitute a binding agreement between each Underwriter, on the one hand, and the Company, on the other.

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	Very truly yours, THE HARTFORD FINANCIAL SERVICES GROUP, INC.
	By:	/s/ Xxxx X. Xxxxxxxx
		Name:	Xxxx X. Xxxxxxxx
		Title:	Senior Vice President and Treasurer

Accepted as of the date hereof:

DEUTSCHE BANK SECURITIES INC.
XXXXXXX, XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED

As Representatives of the Underwriters listed in
Schedule I hereto

DEUTSCHE BANK SECURITIES INC.
By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Managing Director
By:		/s/ Xxxx Xxxxxxxxx
		Name: Xxxx Xxxxxxxxx
		Title: Director
XXXXXXX, SACHS & CO.
By:		/s/ Xxxxxxx, Xxxxx & Co.
		(Xxxxxxx, Sachs & Co.)
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By:		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Vice President

SCHEDULE I

		Principal Amount of
Underwriters		Notes to Be Purchased
Deutsche Bank Securities Inc.		$	133,334,000
Xxxxxxx, Sachs & Co.		$	133,333,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated		$	133,333,000
BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx, Inc.		$	33,334,000
Greenwich Capital Markets, Inc.		$	33,333,000
Mitsubishi UFJ Securities International plc		$	33,333,000
Total		$	500,000,000

SCHEDULE II

Title of Designated Securities:

     6.000% Senior Notes due January 15, 2019 (the “Notes”).

Aggregate Principal Amount:

     $500,000,000 of 6.000% Notes.

Initial Offering Price by Underwriter:

     99.878% of the principal amount of the Notes, plus accrued interest, if any, from May 12, 2008.

Purchase Price by Underwriter:

     99.228% of the principal amount of the Notes, plus accrued interest, if any, from May 12, 2008.

Form of Designated Securities:

     Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.

Specified Funds for Payment of Purchase Price:

     Federal (same day) funds.

Applicable Time:

     2 p.m. (New York City time) on the date of the Pricing Agreement.

Time of Delivery:

     10:00 a.m. (New York City time) on May 12, 2008, or at such other time and date as the Representatives and the Company may agree upon in writing.

Indenture:

     Senior Indenture dated April 11, 2007 between the Company and The Bank of New York Trust Company, N.A. (or any of its successors), as Trustee (the “Trustee”).

Maturity:

     January 15, 2019.

Interest Rate:

     6.000%.

Interest Payment Dates:

     Semi-annually in arrears on January 15 and July 15, commencing January 15, 2009.

Redemption Provisions:

     The Designated Securities may be redeemed in whole or in part at any time and from time to time at a price to be determined as set forth in the Prospectus under the caption “Description of the Notes—Optional Redemption”.

Defeasance

     As set forth in the Prospectus under the caption “Description of the Debt Securities—Defeasance”.

Closing Location:

     Debevoise & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as the Representatives and the Company may agree upon in writing.

Names and Addresses of Representatives:

Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Investment Grade Syndicate

Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Registration Department

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
4 World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Legal Department

Information Provided by the Underwriters:

The Underwriters have furnished to the Company for use in the Prospectus Supplement:

	(a)		The names of the Underwriters in the table of Underwriters under the caption “Underwriting” in the Prospectus Supplement;
	(b)		The second paragraph of text following the table of Underwriters under the caption “Underwriting” in the Prospectus Supplement;
	(c)		The third sentence of the seventh paragraph of text following the table of Underwriters under the caption “Underwriting” in the Prospectus Supplement; and
	(d)		The eighth paragraph of text following the table of Underwriters under the caption “Underwriting” in the Prospectus Supplement.

SCHEDULE III

• Final Term Sheet, dated May 7, 2008, relating to the Designated Securities, as filed pursuant to Rule 433 under the Act and attached as Schedule IV hereto.

SCHEDULE IV

$500,000,000 of 6.000% Senior Notes due January 15, 2019
FINAL TERM SHEET
May 7, 2008

Issuer:		The Hartford Financial Services Group, Inc.
Security:		SEC Registered Senior Unsecured Notes
Specified Currency:		U.S. Dollars
Principal Amount:		$500,000,000
Trade Date:		May 7, 2008
Settlement Date (T+3):		May 12, 2008
Final Maturity:		January 15, 2019
Interest Rate:		6.000%
Benchmark Treasury:		3.5% UST due February 15, 2018
Benchmark Treasury Price:		96-21+
Benchmark Treasury Yield:		3.913%
Spread to Treasury:		210 bps
Re-offer Yield:		6.013%
Public Offering Price:		99.878% Per Note
Interest Payment Dates:		Semi-annually in arrears on January 15 and July
		15, commencing January 15, 2009. Long first coupon
Day Count Convention:		30/360
Optional Redemption:		Make whole call at T+ 35 bps
Authorized Denominations:		$2,000 and integral multiples of $1,000 in excess thereof
CUSIP:		000000XX0
Book-Running Managers:		Deutsche Bank Securities Inc.
		Xxxxxxx, Xxxxx & Co.
		Xxxxxxx Xxxxx & Co.

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 XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you

the prospectus if you request it by calling Deutsche Bank Securities Inc. toll-free at 800-503-4611, Xxxxxxx, Xxxxx & Co. toll-free at 866-471-2526, or by calling Xxxxxxx Xxxxx & Co. toll-free at 0-000-000-0000.