Sec Form 4 Filing - Walters John Clinton @ HARTFORD FINANCIAL SERVICES GROUP INC/DE - 2010-05-03

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 Walters John Clinton 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) Executive Vice President (Last) (First) (Middle) THE HARTFORD FINANCIAL SERVICES GROUP -, ONE HARTFORD PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2010 (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 14,029.278 D Restricted Stock 8,000 D Common Stock 28,085.387 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 Options $ 65.99 ( 1 ) 02/20/2014 Common Stock 7,586 7,586 D Stock Options $ 71.27 ( 2 ) 02/19/2015 Common Stock 14,872 14,872 D Stock Options $ 83 ( 3 ) 02/15/2016 Common Stock 15,913 15,913 D Stock Options $ 93.69 ( 4 ) 02/27/2017 Common Stock 15,791 15,791 D Stock Options $ 92.69 ( 5 ) 07/30/2017 Common Stock 3,538 3,538 D Stock Options $ 74.88 ( 6 ) 02/26/2018 Common Stock 38,240 38,240 D Stock Options $ 7.04 ( 7 ) 02/25/2019 Common Stock 148,548 148,548 D Restricted Units ( 8 ) ( 8 ) 02/25/2012( 8 ) Common Stock ( 8 ) 70,979.918 ( 8 ) 70,979.918 D Restricted Units ( 9 ) ( 9 ) 11/05/2009( 9 ) Common Stock ( 9 ) 19,352.453 ( 9 ) 19,352.453 D Deferred Units ( 10 ) ( 10 ) 11/05/2011( 10 ) Common Stock ( 10 ) 6,077.419 ( 10 ) 6,077.419 D Restricted Units ( 11 ) ( 11 ) 02/25/2013( 11 ) Common Stock ( 11 ) 44,448.225 ( 11 ) 44,448.225 D Deferred Units ( 10 ) ( 10 ) 02/25/2012( 10 ) Common Stock ( 10 ) 12,035.02 ( 10 ) 12,035.02 D Deferred Units ( 12 ) 05/03/2010 A 10,305.278 ( 12 ) 05/03/2012( 12 ) Common Stock ( 12 ) 10,305.278 $ 28.99 10,305.278 D Deferred Units ( 12 ) 05/03/2010 F( 13 ) 215.34 ( 12 ) ( 12 ) Common Stock ( 12 ) 215.34 $ 28.99 10,089.938 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Walters John Clinton THE HARTFORD FINANCIAL SERVICES GROUP - ONE HARTFORD PLAZA HARTFORD, CT06155 Executive Vice President Signatures s/ Leslie Soler, POA for Laura A. Santirocco, POA for John C. Walters by Power of Attorney of John C. Walters dated February 18, 2010 05/05/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option became fully exercisable on February 18, 2007, the third anniversary of the grant date. ( 2 )The option became fully exercisable on February 17, 2008, the third anniversary of the grant date. ( 3 )The option became fully exercisable on February 15, 2009, the third anniversary of the grant date. ( 4 )The option became fully exercisable on February 27, 2010, the third anniversary of the grant date. ( 5 )One-third of the option became exercisable on July 30, 2008, an additional one-third of the option became exercisable on July 30, 2009, and the remaining one-third of the option will become exercisable on July 30, 2010, the third anniversary of the grant date. ( 6 )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. ( 7 )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. The closing price condition to vesting has been met. ( 8 )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. ( 9 )Each restricted unit will be settled in cash as soon as practicable after, and in any event within 90 days after, the later to occur of (i) November 05, 2012 or (ii) the date the value of such restricted units can be paid in accordance with applicable law (the "valuation date"). The cash settlement payable per unit shall be equal to the closing stock price per share of the company's common stock on the valuation date as reported on the New York Stock Exchange. ( 10 )Each deferred unit will be settled in cash as soon as practicable after, and in any event within 90 days after, the second anniversary of the grant date for an amount equal to the company's closing stock price on the New York Stock Exchange on the settlement date. Deferred units are fully vested when credited. ( 11 )Each restricted unit will be settled in cash as soon as practicable after, and in any event within 90 days after, the later to occur of (i) February 25, 2013 or (ii) the date the value of such restricted units can be paid in accordance with applicable law (the "valuation date"). The cash settlement payable per unit shall be equal to the closing stock price per share of the company's common stock on the valuation date as reported on the New York Stock Exchange. ( 12 )One-third of the deferred unit award will be settled in cash as soon as practicable after, and in any event within 90 days after, the first, second and third anniversaries of the grant date based on the company's closing stock price on the New York Stock Exchange on the applicable anniversary date. Deferred units are fully vested when credited. ( 13 )Transaction involving a disposition to the company of deferred units in satisfaction of tax withholding obligations in connection with the vesting of deferred units.

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