EMPLOYMENT AGREEMENT

Exhibit 10.05

EMPLOYMENT AGREEMENT
(INCORPORATES AMENDMENT DATED NOVEMBER 14, 2008)

EMPLOYMENT AGREEMENT, as of May 1, 2008 by and between The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”), and John C. Walters (“Executive”).

W I T N E S S E T H :

WHEREAS, the Company and Executive desire to enter into an Employment Agreement, effective as of the date first written above;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and Executive’s participation in certain incentive compensation plans pursuant to which the level, if any, of participation is determined by the administrators of such plans, the Company and Executive hereby agree that the Employment Agreement is to read as follows (hereinafter referred to as the “Agreement”), effective as of the date first written above (the “Commencement Date”):

1. Employment .

(a) Agreement to Employ . Upon the terms and subject to the conditions of this Agreement, the Company hereby agrees to employ Executive and Executive hereby agrees to enter employment by the Company.

(b) Term of Employment . Except as otherwise provided below, the Company shall employ Executive for the period commencing on the Commencement Date and ending on the third anniversary of the Commencement Date. At the expiration of the original term or any extended term (each a “Renewal Date”), Executive’s employment hereunder shall be extended automatically, upon the same terms and conditions, for successive one-year periods, unless either party shall give written notice to the other of its intention not to renew such employment at least fifteen months prior to such Renewal Date. Without limiting the generality of the foregoing, upon the occurrence of a Change of Control (as defined below), the term of this Agreement shall be extended automatically without any action by either party until the second anniversary of such Change of Control. Notwithstanding the foregoing, if not previously terminated pursuant to Sections 1(b), 5(a) or 6(a), the term of this Agreement shall terminate on the last day of the month in which Executive attains age 65, and such a termination upon Executive reaching age 65 shall be deemed to be a Termination Due to Retirement for purposes of this Agreement. The period during which Executive is employed pursuant to this Agreement, including any extension thereof in accordance with this Section 1(b), shall be referred to as the “Employment Period.”

2. Position and Duties .

During the Employment Period, Executive shall serve as President and Chief Operating Officer of Hartford Life Operations and as a member of the Office of the Chairman of the Company, and/or in such other position or positions with the Company or its affiliates commensurate with his/her position and experience as the Board of Directors of the Company (the “Board”) shall from time to time specify. During the Employment Period, Executive shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Board or the Chairman shall from time to time specify. Executive shall devote his/her full time to the services required of him/her hereunder, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, and shall use his/her best efforts, judgment, skill and energy to perform such services in a manner consonant with the duties of his/her position and to improve and advance the business and interests of the Company and its affiliates. During the Employment Period, Executive shall comply with the Code of Ethics and Business Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as in effect on the date hereof and as hereafter amended, nothing contained herein shall preclude Executive from (a) serving on the board of directors of any business corporation with the consent of the Board, (b) serving on the board of, or working for, any charitable or community organization, or (c) pursuing his/her personal financial and legal affairs, so long as the foregoing activities, individually or collectively, do not interfere with the performance of Executive’s duties hereunder or violate any of the provisions of Section 9 hereof.

3. Compensation .

(a) Base Salary . During the Employment Period, the Company shall pay Executive a base salary at the annual rate as in effect on the date hereof. The annual base salary payable under this paragraph shall be reduced, however, to the extent that Executive elects to defer such salary under the terms of any deferred compensation or savings plan or arrangement maintained or established by the Company or its affiliates. The Board or the appropriate committee of the Board may in its discretion periodically review Executive’s base salary in light of competitive practices, the base salaries paid to other executive officers of the Company and the performance of Executive and the Company and its applicable affiliates, and may, in its discretion, increase such base salary by an amount it determines to be appropriate. Any such increase shall not reduce or limit any other obligation of the Company hereunder. Executive’s base salary (as set forth above or as may be increased from time to time) shall not be reduced following any Change of Control, but may be reduced prior to a Change of Control solely pursuant to a cost-saving plan or structural realignment of total compensation elements that includes all senior executives and only to the extent that such reduction is proportionate to the reductions applicable to other senior executives. Executive’s annual base salary payable hereunder, as it may be increased or reduced from time to time as provided herein and without reduction for any amounts deferred as described above, shall be referred to herein as “Base Salary.” The Company shall pay Executive the portion of his/her Base Salary not deferred not less frequently than in equal monthly installments.

(b) Annual Bonus . For each calendar year ending during the Employment Period, Executive shall have the opportunity to earn and receive an annual bonus, based on the achievement of target levels of performance, equal to the percentage of his/her Base Salary used to calculate such annual bonus as of the date hereof. Executive’s annual bonus opportunity may be increased above such percentage from time to time by the Board or the appropriate committee thereof. Executive’s annual bonus opportunity shall not be reduced following any Change of Control, but may be reduced prior to a Change of Control solely pursuant to a cost-saving plan or structural realignment of total compensation elements that includes all senior executives and only to the extent that such reduction is proportionate to the reductions applicable to other senior executives. Executive’s annual bonus opportunity, as it may be increased or reduced from time to time as provided herein, shall be referred to herein as “Target Bonus.” The actual bonus, if any, payable for any such year shall be determined in accordance with the terms of the Company’s Annual Executive Bonus Program or any successor annual incentive plan (the “Annual Plan”) based upon the performance of the Company and/or its applicable affiliates and/or Executive against target objectives established under such Annual Plan. Subject to Executive’s election to defer all or a portion of any annual bonus payable hereunder pursuant to the terms of any deferred compensation or savings plan or arrangement maintained or established by the Company or its affiliates, any annual bonus payable under this Section 3(b) shall be paid to Executive in accordance with the terms of the Annual Plan.

(c) Long-term Incentive Compensation . During the Employment Period, Executive shall participate in all of the Company’s existing and future long-term incentive compensation programs for key executives at a level commensurate with his/her position with the Company and consistent with the Company’s then current policies and practices, as determined in good faith by the Board or the appropriate committee of the Board.

4. Benefits, Perquisites and Expenses .

(a) Benefits . During the Employment Period, Executive (and, to the extent applicable, his/her dependents) shall be eligible to participate in or be covered under (i) each welfare benefit plan or program maintained or as hereafter amended or established by the Company or its applicable affiliates, including, without limitation, each group life, hospitalization, medical, dental, health, accident or disability insurance or similar plan or program thereof that is available to Tier 1 executives, and (ii) each applicable pension, retirement, savings, deferred compensation, stock purchase or other similar plan or program maintained or as hereafter amended or established by the Company or its applicable affiliates, in each case to the extent that Executive is eligible to participate in any such plan or program under the generally applicable provisions thereof. Nothing in this Section 4(a) shall limit the Company’s right to amend or terminate any such plan or program in accordance with the procedures set forth therein or as permitted by applicable law.

(b) Perquisites . For each calendar year during the Employment Period, Executive shall be entitled to at least the number of paid vacation days per year that a Tier 1 Executive is entitled to as of the date hereof, and shall also be entitled to receive such other perquisites as are generally provided to similarly situated Tier 1 executives as of the date hereof or are hereafter provided to other similarly situated Tier 1 senior executives of the Company in accordance with the then current policies and practices of the Company.

(c) Business Expenses . During the Employment Period, the Company shall pay or reimburse Executive for all reasonable business expenses incurred or paid by Executive in the performance of Executive’s duties hereunder, upon presentation of expense statements or vouchers and such other information as the Company may require and in accordance with the generally applicable policies and procedures of the Company.

(d) Office and Support Staff . During the Employment Period, Executive shall be entitled to an office with furnishings and other material appointments, and to secretarial and other assistance, at a Tier 1 level and that is at least commensurate to similarly situated executives as of the date hereof or is hereafter provided to other similarly situated senior executives of the Company.

(e) Indemnification . The Company shall indemnify Executive and hold Executive harmless from and against any third party claim, loss or cause of action, regardless whether asserted during or after the Employment Period, arising from or out of Executive’s performance as an officer, director or employee of the Company or any of its affiliates or in any other capacity, including any fiduciary capacity in which Executive serves at the request of the Company, to the maximum extent permitted by applicable law and under the Certificate of Incorporation and By-Laws of the Company, as they may be amended from time to time (the “Governing Documents”), provided that in no event shall the protection afforded to Executive be less than that afforded under the Governing Documents as in effect on the Commencement Date.

5. Termination of Employment .

The provisions of this Section 5 shall apply prior to the occurrence of a Change of Control and, if Executive is still in the Company’s employ, shall again become applicable upon the second anniversary of such Change of Control.

(a) Early Termination of the Employment Period . Notwithstanding Section 1(b) hereof, the Employment Period shall end upon the earliest to occur of (i) a Termination For Cause, (ii) a Termination Without Cause, (iii) a Voluntary Termination, (iv) a Termination Due to Retirement, (v) a Termination Due to Disability, or (vi) a Termination Due to Death.

(b) Notice of Termination . Communication of termination under this Section 5 shall be made to the other party by Notice of Termination in the case of (i) a Termination For Cause, (ii) a Termination Without Cause, or (iii) a Voluntary Termination.

(c) Benefits Payable Upon Termination; Rules for Determining Reason for Termination .

(i) Benefits Payable Upon Termination . Following the end of the Employment Period pursuant to Section 5(a), Executive (or, in the event of his/her death, his/her surviving spouse, if any, or if none, his/her estate) shall be paid the type or types of compensation determined to be payable in accordance with the following table, such payment to be made in the form specified in such table and at the time established pursuant to Section 7 hereof. Capitalized terms used in such table shall have the meanings set forth in Section 5(d) hereof.

(ii) Rules for Determining Reason for Termination .

(A) If a Voluntary Termination occurs on a date that Executive is eligible for Retirement as defined in The Hartford Investment and Savings Plan, as may be amended from time to time, or any successor plan thereof (the “Savings Plan”), such Voluntary Termination shall instead be treated as a Termination Due to Retirement solely for purposes of this Section 5.

(B) No Termination Without Cause shall be treated as a Termination Due to Retirement or a Termination Due to Disability for purposes of any Pro Rata Target Bonus, Severance Payment, Equity Awards or Vested Benefits Enhancement under this Section 5, notwithstanding the fact that, either on, before or after the date of termination of the Employment Period with respect thereto, (I) Executive was eligible for Retirement as defined in the Savings Plan, (II) Executive requested to be treated as a retiree for purposes of the Savings Plan or any other plan or program of the Company or its affiliates, or (III) Executive or the Company could have terminated Executive’s employment in a Termination Due to Disability hereunder.

BENEFITS PAYABLE: NON-CHANGE OF CONTROL

(d) Definitions .

“Accrued Salary” means any Base Salary earned, but unpaid, for services rendered to the Company on or prior to the date on which the Employment Period ends pursuant to Section 5(a) (other than Base Salary deferred pursuant to Executive’s election, as contemplated by Section 3(a) hereof), plus any vacation pay accrued by Executive as of such date.

“Available” means that the particular benefit shall be made available to Executive to the extent specifically provided herein or required by applicable law.

“Determined Under the Applicable Plan” means that the determination of whether a particular benefit shall or shall not be paid to Executive, and, where specifically required by this Agreement, the timing or form of any benefit payment, shall be made solely by application of the terms of the plan or program providing such benefit, except to the extent that the terms of such plan or program are expressly superseded or modified by this Agreement.

“Equity Awards” means the outstanding stock option, restricted stock, restricted stock unit, performance share and other equity or long-term incentive compensation awards, if any, held by Executive as of the date of his/her termination.

“ERPs” means any excess retirement plans maintained or as hereafter amended or established by the Company or its applicable affiliates.

“ESPs” means any excess investment and savings plans maintained or as hereafter amended or established by the Company or its applicable affiliates.

“Lump Sum” means a single lump sum cash payment.

“Not Available” means that the particular benefit shall be not be made available to Executive, except to the extent required by applicable law.

“Notice of Termination” means (i) in the case of a Termination For Cause, a written notice given by the Company to Executive within 30 calendar days of the Company’s having actual knowledge of the events giving rise to such Termination For Cause, (ii) in the case of a Termination Without Cause, a written notice given by the Company to Executive at least 30 calendar days before the effective date of such Termination Without Cause, and (iii) in the case of a Voluntary Termination, a written notice given by Executive to the Company indicating the effective date of Executive’s termination of the Employment Period in such Voluntary Termination, such effective date to be no earlier than 90 days following the date such notice is received by the Company from Executive.

“Not Payable” means (i) with respect to benefits other than Equity Awards, such benefits shall not be paid or otherwise provided to Executive, and (ii) with respect to Equity Awards, such Equity Awards, to the extent unvested, unexercisable, or subject to restrictions that have not yet lapsed, shall be forfeited and/or canceled as of the date of termination of the Employment Period, unless otherwise determined by the Board or the appropriate committee of the Board in its discretion.

“Payable” means (i) with respect to benefits other than those described in clause (ii) of this paragraph, such benefits shall be paid to Executive in the amount, at the time, and in the form specified herein, and (ii) with respect to benefits described in this clause (ii), the following shall apply solely in the event of a Termination Without Cause, notwithstanding anything in the applicable plan or program to the contrary: (A) with respect to any outstanding stock options not yet expired as of the date of termination of the Employment Period, Executive shall be treated as though he/she remained in the employ of the Company for the two year period following such date, and except to the extent that any such options first expire during such period under the applicable plan or program, (I) any such options that would have become vested over such two year period solely by reason of Executive remaining in the employ of the Company during such period shall become immediately vested and nonforfeitable, (II) with respect to any options that by their terms would vest if the stock of the Company or an affiliate were to reach a specified market price, such options shall become vested and nonforfeitable if and when such stock reaches such price during such two year period, and (III) Executive shall have an additional two years beyond the time to exercise such options permitted under the applicable plan or program, but not beyond the originally stated expiration date of any such option (e.g., if a termination occurs in the ninth year following the grant of a ten year term option, Executive shall have only until the tenth anniversary of the date of grant to exercise such option), (B) with respect to any restricted stock subject to restrictions that have not yet lapsed as of the date of termination of the Employment Period, such restrictions shall be deemed to have lapsed and such restricted stock shall become immediately vested and nonforfeitable as of such date, and (C) with respect to a Pro-Rata Target Bonus that relates to a calendar year beginning on or after January 1, 2010, such Pro-Rata Target Bonus shall be paid to Executive in the amount, at the time and in the form specified herein, provided that, if Executive would have been a “covered employee” as defined in Section 162(m) of the Internal Revenue Code (the “Code”) for such calendar year but for the termination of the Employment Period, such Pro-Rata Target Bonus shall only be payable to Executive if, when and to the extent that the Compensation and Personnel Committee of the Board certifies that the performance goals applicable to the Target Bonus, as preestablished by such Committee in accordance with Section 162(m) of the Code, have been attained.

“Pro-Rata Target Bonus” means an amount equal to the product of: (i) an amount equal to the Target Bonus Executive would have been entitled to receive under Section 3(b) for the calendar year in which the Employment Period terminates, and (ii) a fraction (the “Service Fraction”), the numerator of which is equal to the number of rounded months in such calendar year which have elapsed as of the date of such termination, and the denominator of which is 12; provided that , if the Employment Period terminates in the last quarter of any calendar year, the Pro-Rata Target Bonus shall be the amount determined under the above formula or, if greater, the product of: (A) the bonus that would have been paid to Executive based on actual performance for such calendar year, and (B) the Service Fraction.

“Severance Payment” means an amount equal to two times the sum of: (i) Executive’s Base Salary, and (ii) Executive’s Target Bonus amount under Section 3(b) hereof for the calendar year in which the Employment Period terminates.

“Termination Due to Death” means a termination of Executive’s employment due to the death of Executive.

“Termination Due to Disability” means (i) a termination of Executive’s employment by the Company as a result of a determination by the Board or the appropriate committee thereof that Executive has been incapable of substantially fulfilling the positions, duties, responsibilities and obligations set forth in this Agreement on account of physical, mental or emotional incapacity resulting from injury, sickness or disease for a period of (A) at least four consecutive months, or (B) more than six months in any twelve month period, or (ii) Executive’s termination of employment on account of Disability as defined in The Hartford Investment and Savings Plan, as may be amended from time to time.

“Termination Due to Retirement” means Executive’s termination of employment on account of Executive’s Retirement as defined in The Hartford Investment and Savings Plan, as may be amended from time to time.

“Termination For Cause” means a termination of Executive’s employment by the Company for any of the following reasons: (i) Executive is convicted of or enters a plea of guilty or nolo contendere to a felony, a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the business of the Company or its affiliates; (ii) in the performance of his/her duties hereunder or otherwise to the detriment of the Company or its affiliates, Executive engages in (A) willful misconduct, (B) willful or gross neglect, (C) fraud, (D) misappropriation, (E) embezzlement, or (F) theft; (iii) Executive willfully fails to adhere to the policies and practices of the Company or devote substantially all of his/her business time and effort to the affairs thereof, or disobeys the directions of the Board to do either of the foregoing; (iv) Executive breaches this Agreement in any material respect; (v) Executive is adjudicated in any civil suit to have committed, or acknowledges in writing or in any agreement or stipulation his/her commission, of any theft, embezzlement, fraud or other intentional act of dishonesty involving any other person; or (vi) Executive willfully violates the Code of Ethics and Business Conduct of the Company. Executive shall be permitted to respond and defend himself/herself before the Board within 30 days after delivery to Executive of written notification of any proposed Termination For Cause that specifies in detail the reasons for such termination. If the majority of the members of the Board (excluding Executive) do not confirm that the Company had grounds for a Termination For Cause within 30 days after Executive has had his/her hearing before the Board, Executive shall have the option of treating his/her employment as not having terminated or as having been terminated in a Termination Without Cause.

“Termination Without Cause” means any involuntary termination of Executive’s employment by the Company other than a Termination For Cause, a Termination Due to Disability or a Termination Due to Death.

“Vested Benefits” means amounts that are vested or that Executive is otherwise entitled to receive, without the performance by Executive of further services or the resolution of a contingency, under the terms of or in accordance with any investment and savings plan or retirement plan (including any plan providing retiree medical benefits) of the Company or its affiliates, and any ERPs or ESPs related thereto, and any deferred compensation or employee stock purchase plan or similar plan or program of the Company or its affiliates.

“Vested Benefits Enhancement” means (i) a cash amount equal to the present value, calculated using a discount rate equal to the then prevailing applicable Federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”), of the additional retirement benefits that would have been payable or available to Executive under any ERPs, based on (A) the age and service Executive would have attained or completed had Executive continued in the Company’s employ until the second anniversary of the date of termination of the Employment Period, and (B) where compensation is a relevant factor, his/her pensionable compensation as of such date, such compensation to include, on the same terms as apply to other executives, any Severance Payment made to Executive, and (ii) solely for purposes vesting in any benefits under any ESPs, Executive shall be treated as having continued in the Company’s employ until the second anniversary of the date of termination of the Employment Period. A Vested Benefits Enhancement shall only be applicable in the event that Executive’s employment by the Company terminates prior to July 1, 2009.

“Voluntary Termination” means any voluntary termination of Executive’s Employment by Executive pursuant to this Section 5, other than a Termination Due to Retirement or a Termination Due to Disability by Executive.

“Welfare Benefits Continuation” means that until the second anniversary of the date of termination of the Employment Period, Executive and, if applicable, his/her dependents shall be entitled to continue participation in the life and health insurance benefit plans of the Company or its affiliates in which Executive and/or such dependents were participating as of the date of termination of the Employment Period, and such other welfare benefit plans thereof in which the Company is required by law to permit the participation of Executive and/or his/her dependents, (collectively, the “Welfare Benefit Plans”). Such participation shall be on the same terms and conditions (including the requirement that Executive pay any premiums generally paid by an employee) as would apply if Executive were still in the employ of the Company; provided that the continued participation of Executive and/or his/her dependents in such Welfare Benefit Plans shall cease on such earlier date as Executive may become eligible for comparable welfare benefits provided by a subsequent employer. To the extent that Welfare Benefits Continuation cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide a comparable benefit under another plan or from the Company’s general assets.

6. Termination Following a Change of Control .

This Section 6 shall apply (instead of Section 5) during the period commencing upon a Change of Control and continuing until the second anniversary thereof.

(a) Early Termination of the Employment Period . Notwithstanding Section 1(b) hereof,