Sec Form 4 Filing - JOHNSON DAVID M /CT @ HARTFORD FINANCIAL SERVICES GROUP INC/DE - 2008-02-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person JOHNSON DAVID M /CT 2. Issuer Name and Ticker or Trading Symbol HARTFORD FINANCIAL SERVICES GROUP INC/DE [ HIG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec. Vice President and CFO (Last) (First) (Middle) THE HARTFORD FINANCIAL SERVICES GROUP -, ONE HARTFORD PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2008 (Street) HARTFORD, CT06155 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Restricted Stock Units 15,204.025 D Restricted Stock 9,333 D Common Stock 02/21/2008 M( 1 ) 14,032 A $ 73.19 63,160 D Common Stock 02/21/2008 F( 2 ) 5,648 D $ 73.19 57,512 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option $ 63.02 ( 3 ) 05/03/2011 Common Stock 84,629 84,629 D Stock Option $ 65.85 ( 4 ) 02/23/2012 Common Stock 76,143 76,143 D Stock Option $ 37.37 ( 5 ) 02/22/2013 Common Stock 63,506 63,506 D Stock Option $ 65.99 ( 6 ) 02/20/2014 Common Stock 34,137 34,137 D Stock Option $ 71.27 ( 7 ) 02/19/2015 Common Stock 21,669 21,669 D Stock Option $ 83 ( 8 ) 02/15/2016 Common Stock 19,731 19,731 D Stock Option $ 93.69 ( 9 ) 02/27/2017 Common Stock 18,210 18,210 D Stock Option $ 92.69 ( 10 ) 07/30/2017 Common Stock 4,994 4,994 D Performance Shares $ 73.19 02/21/2008 A( 1 ) 14,032 ( 1 ) ( 1 ) Common Stock 14,032 $ 73.19 14,032 D Performance Shares $ 73.19 02/21/2008 M( 1 ) 14,032 ( 1 ) ( 1 ) Common Stock 14,032 $ 73.19 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JOHNSON DAVID M /CT THE HARTFORD FINANCIAL SERVICES GROUP - ONE HARTFORD PLAZA HARTFORD, CT06155 Exec. Vice President and CFO Signatures /s/ Donald C. Hunt, POA for David M. Johnson by Power of Attorney of David M. Johnson dated July 26, 2007 02/25/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 21, 2008, the Company's Compensation and Personnel Committee awarded a performance share payout, based on the level of the Company's performance relative to pre-established performance objectives, for the January 1, 2005 - December 31, 2007 performance period. The performance shares were paid in shares of the Company's common stock. ( 2 )Transaction involving the disposition to the Company of equity securities to cover tax withholding obligations in accordance with the Company's administrative rules. ( 3 )The option became fully exercisable on November 11, 2005, following the achievement of the following criteria: the closing price of the Company's common stock on New York Stock Exchange reached 125% of the grant price for at least 10 consecutive trading days. ( 4 )The option became fully exercisable on November 17, 2005, following the achievement of the following criteria: the closing price of the Company's Common Stock on the New York Stock Exchange reached 125% of the grant price for at least 10 consecutive trading days. ( 5 )The option became fully exercisable on June 18, 2003, following the achievement of the following criteria: the closing price of the Company's Common Stock on the New York Stock Exchange reached 125% of the grant price for at least 10 consecutive trading days. ( 6 )The option became fully exercisable as of February 18, 2007, the third anniversary of the grant date. ( 7 )The option became fully exercisable as of February 17, 2008, the third anniversary of the grant date. ( 8 )The option becomes fully exercisable upon the later of: (i) the date on which the closing stock price on the New York Stock Exchange equals or exceeds 125% of the exercise price for 10 consecutive trading days or (ii) February 15, 2009, three years from the date of the grant. The closing price condition to vesting was met on May 18, 2007. ( 9 )The option becomes fully exercisable upon the later of: (i) the date on which the closing stock price on the New York Stock Exchange equals or exceeds 125% of the exercise price for 10 consecutive trading days or (ii) February 27, 2010, three years from the date of the grant. ( 10 )The option becomes fully exercisable upon the later of: (i) the date on which the closing stock price on the New York Stock Exchange equals or exceeds 125% of the exercise price for 10 consecutive trading days or (ii) July 30, 2010, three years from the date of the grant.

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