Underwriting 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

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.

Accepted as of the date hereof:

DEUTSCHE BANK SECURITIES INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

As Representatives of the Underwriters listed in
Schedule I hereto

DEUTSCHE BANK SECURITIES INC.
By:		/s/ Paul Puleo
		Name: Paul Puleo
		Title: Managing Director
By:		/s/ Mary Hardgrove
		Name: Mary Hardgrove
		Title: Director
GOLDMAN, SACHS & CO.
By:		/s/ Goldman, Sachs & Co.
		(Goldman, Sachs & Co.)
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:		/s/ Carlos Aldana
		Name: Carlos Aldana
		Title: Vice President

SCHEDULE I

		Principal Amount of
Underwriters		Notes to Be Purchased
Deutsche Bank Securities Inc.		$	133,334,000
Goldman, Sachs &