Sec Form 4 Filing - AYER RAMANI @ HARTFORD FINANCIAL SERVICES GROUP INC/DE - 2009-02-25

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 AYER RAMANI 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) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) THE HARTFORD FINANCIAL SERVICES GROUP -, ONE HARTFORD PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2009 (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 50,872.576 D Restricted Stock 8,400 D Common Stock 16,900 I ( 1 ) By Limited Liability Company Common Stock 297,028 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 $ 34 ( 2 ) 02/18/2010 Common Stock 228,294 228,294 D Stock Option $ 62.07 ( 3 ) 02/23/2011 Common Stock 222,046 222,046 D Stock Option $ 65.85 ( 4 ) 02/23/2012 Common Stock 201,556 201,556 D Stock Option $ 37.37 ( 5 ) 02/22/2013 Common Stock 171,465 171,465 D Stock Option $ 65.99 ( 6 ) 02/20/2014 Common Stock 96,723 96,723 D Stock Option $ 71.27 ( 7 ) 02/19/2015 Common Stock 79,454 79,454 D Stock Option $ 83 ( 8 ) 02/15/2016 Common Stock 71,750 71,750 D Stock Option $ 93.69 ( 9 ) 02/27/2017 Common Stock 61,313 61,313 D Stock Option $ 74.88 ( 10 ) 02/26/2018 Common Stock 85,771 85,771 D Stock Option $ 20 02/25/2009 A 313,213 ( 11 ) 02/25/2019 Common Stock 313,213 $ 0 313,213 D Restricted Units ( 12 ) 02/25/2009 A 147,213.46 02/25/2012( 12 ) 02/25/2012( 12 ) Common Stock ( 12 ) 147,213.46 ( 12 ) $ 0 ( 12 ) 147,213.46 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AYER RAMANI THE HARTFORD FINANCIAL SERVICES GROUP - ONE HARTFORD PLAZA HARTFORD, CT06155 X Chairman and CEO Signatures /s/ Amanda Grabowski Aquino, POA for Ramani Ayer by Power of Attorney of Ramani Ayer dated July 26, 2007. 02/27/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of common stock held by a Limited Liability Company of which Mr. Ayer and his spouse are the co-managing and sole members. ( 2 )The option became fully exercisable as of April 11, 2000, following the achievement of the following criteria: the closing price of the Issuer's Common Stock on the New York Stock Exchange reached 125% of the grant price for at least 10 consecutive trading days. ( 3 )The option became fully exercisable as of July 27, 2005, following the achievement of the following criteria: the closing price of the Issuer's Common Stock on the 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 as of June 18, 2003, following the achievement of the following criteria: the closing price of the Issuer's Common Stock on the New York Stock Exchange reached 125% of the grant price for 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 on February 17, 2008, the third anniversary of the grant date. ( 8 )The option became fully exercisable on February 15, 2009, the third anniversary of the grant date. ( 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) February 26, 2011, three years from the date of the grant. ( 11 )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 25, 2012, three years from the date of the grant. ( 12 )Each restricted unit will be settled in cash on the expiration date for an amount equal to the company's closing stock price on the New York Stock Exchange on the expiration date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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