HARTFORD FINANCIAL SERVICES GROUP INC

The scope of officer exculpation under Section 102(b)(7) of the DGCL, as amended - and correspondingly, under the Amendment, as proposed - is narrow and specific. It permits exculpation only for direct claims brought by shareholders (including class actions) for breach of an officer’s fiduciary duty of care and is subject to a number of exceptions. It does not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by shareholders in the name of the Company. Consistent with the protections currently afforded to directors under Article Sixth of our Certificate of Incorporation, the Amendment does not limit the liability of officers for any breach of the duty of loyalty to the Company or its shareholders, any acts or omissions not in good faith or any intentional misconduct or a knowing violation of the law, and any transaction from which the officer derived an improper personal benefit. Exculpation is limited to particular officers – specifically, (i) the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) an officer identified in the Company’s public filings with the SEC as one of the most highly compensated executive officers of the Company; or (iii) an officer who has, by written agreement with the Company, consented to be identified as an officer for purposes of accepting service of process. Furthermore, the Amendment is prospective and will not apply to any act or omission occurring prior to its effective date.