NOTICE OF 2015 ANNUAL MEETING OF SHAREHOLDERS

Wednesday, May 20, 2015

12:30 p.m. EDT

Wallace Stevens Theater at The Hartford Financial Services Group, Inc.'s Home Office

On behalf of the Board of Directors, I am pleased to invite you to attend the Annual Meeting of Shareholders of The Hartford Financial Services Group, Inc. to be held in the Wallace Stevens Theater at our Home Office, One Hartford Plaza, Hartford, CT 06155 at 12:30 p.m. EDT.

Shareholders will vote on the following items of business:

You may vote if you were a shareholder of record at the close of business on March 23, 2015. The Hartford's proxy materials are available via the Internet, which allows us to reduce printing and delivery costs and lessen adverse environmental impacts.

We hope that you will participate in the Annual Meeting, either by attending and voting in person or by voting through other means. For instructions on voting, please refer to page 77 under "How do I vote my shares?"

We urge you to review the proxy statement carefully and exercise your right to vote.

Dated: April 8, 2015

By order of the Board of Directors,

Donald C. Hunt

Vice President and Corporate Secretary

IMPORTANT INFORMATION IF YOU PLAN TO ATTEND THE MEETING IN PERSON:
		Don't forget your ticket and government issued ID! Shareholders can obtain an admission ticket and directions to the meeting by contacting our Investor Relations Department at:
		InvestorRelations@TheHartford.com		(860) 547-2537		The Hartford Attn: Investor Relations One Hartford Plaza (HO-01-01) Hartford, CT 06155
If you hold your shares of The Hartford through a brokerage account (in "street name"), your request for an admission ticket must include a copy of a brokerage statement reflecting stock ownership as of the record date. You can also join our meeting webcast at http://ir.thehartford.com. Please leave all cameras, recording devices and other electronic devices at home.

	"2014 was an outstanding year for The Hartford. Thanks to the commitment and hard work of more than 17,000 employees, we accelerated the transformation of the company and delivered strong financial results." Christopher J. Swift

Dear Fellow Shareholders:

2014 was an outstanding year for The Hartford. Thanks to the commitment and hard work of more than 17,000 employees, we accelerated the transformation of the company and delivered strong financial results. The Hartford's core earnings* grew 9%, or 16% on a diluted per share basis. Net income was $798 million, or $1.73 per diluted share, and our core earnings return on equity* increased a full percentage point.

We continued to focus on increasing shareholder value in 2014. Our accomplishments included expanding core earnings and increasing return on equity in our Property & Casualty, Group Benefits and Mutual Funds businesses; selling the Japan annuity business and thereby substantially reducing the risk in our legacy life and annuity runoff business, known as Talcott Resolution; returning more than $2 billion of capital to shareholders through share repurchases and dividends; and, executing a seamless leadership transition.

No discussion of 2014 would be complete without an expression of our deepest gratitude to Liam McGee and his family. Liam stepped down as Chairman, President and Chief Executive Officer and The Hartford was deeply saddened by his loss in February 2015. Liam was a great leader and made an indelible impression on The Hartford. He restored the company's financial strength and set us on a path to achieve our vision: to be an exceptional company, celebrated for financial performance, character and customer value.

In my previous role as The Hartford's Chief Financial Officer, I worked in partnership with Liam and in my new role as Chairman and Chief Executive Officer, I will continue to execute the strategy we developed for creating shareholder value: 1) profitably grow the company's focused portfolio of businesses, 2) further reduce the size and risk of the legacy annuity liabilities, and 3) deliver more customer value while increasing operating effectiveness and efficiency.

In 2014, we made significant progress in each of these three areas and our strategic and financial transformation is essentially complete. We have placed greater focus on our portfolio of businesses and continue to make important investments for future growth, including investments in products, capabilities, technology and talent.

I am confident that the company is well positioned to create value for our shareholders on a consistent and sustained basis.

Sincerely,

Christopher J. Swift

Chairman and Chief Executive Officer

* Denotes non-GAAP financial measure. See The Hartford's Investor Supplement for the fourth quarter of 2014 available at http://ir.thehartford.com for more information, including reconciliations to the most directly comparable GAAP financial measures.

	"As fiduciaries of The Hartford, it is the responsibility of the Board to ensure its good governance and to oversee its strategic and operational initiatives in a manner that helps create and protect long-term shareholder value." Thomas A. Renyi

Dear Fellow Shareholders:

As fiduciaries of The Hartford, it is the responsibility of the Board to ensure its good governance and to oversee its strategic and operational initiatives in a manner that helps create and protect long-term shareholder value. To that end, the Board focused on a number of key initiatives in 2014, including:

Talent Development and Succession Planning

Talent development and succession planning have been and will continue to be vital components of this Board's governance responsibilities. Accordingly, we routinely discuss key talent indicators with management, meet with potential future leaders of the company, and engage in rigorous succession planning. In 2014, upon Liam McGee's decision to step down as CEO, we realized the return on our investment in talent development and succession planning. It is gratifying that we were in a position to elevate our CFO, Chris Swift, to the role of CEO and appoint from within the company a seasoned leadership team of the caliber we have leading the execution of our strategy.

Strategy and Risk Management

In 2014, the Board remained highly engaged in the company's strategic approach to creating shareholder value. In addition to overseeing the sale of the company's Japan annuity business, a key strategic milestone that significantly reduces the company's risk profile, the Board devoted significant time and discussion throughout the year to intensive review of the company's plans and investments for driving future profitable growth and of its uses of excess capital. The Board also devoted substantial time to risk management. The business and financial operations of The Hartford remain complex, notwithstanding the narrowing of its business model. Risk-taking is an essential part of an insurance business, and the Board worked closely with Chris and his executive leadership team to enable informed judgments on risk within appropriate limitations and oversight.

Executive Compensation

The Board remains committed to establishing transparent executive compensation programs that effectively align the interests of our executive leadership team with the company's shareholders. Accordingly, our programs are designed to be linked to company strategy and provide incentives that correlate with company performance. We regularly review best practices and solicit feedback from our shareholders, which resulted in several changes to the design of our compensation program in 2014.

The members of The Hartford's Board bring a diverse set of skills and perspectives to the oversight of this great company. I am proud to work side-by-side with my fellow directors as the Board's independent presiding director, to serve our shareholders.

Sincerely,

Thomas A. Renyi

Presiding Director

Contents

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Shareholders

Voting Matters

Performance Summary

Executing on our Strategy

We achieved outstanding performance in 2014. We continued to transform our business to improve profitability and reduce risk, we used our financial strength to return capital to our shareholders, and we underwent a seamless leadership transition. Highlighted below are some of our key accomplishments in 2014. We view the transformation we began in 2012 as essentially complete, and we are focused on the future. Our primary objectives are to improve return on equity and grow book value per share to drive top quartile shareholder returns. While there is still work to be done, the Board and management are pleased with the progress we made in 2014.

Key Accomplishments in 2014

* Combined ratio, excluding catastrophes and prior year loss reserve development for P&C; after-tax core earnings margin for Group Benefits

Delivering Superior Shareholder Returns

Strong financial performance, a significantly improved risk profile and the financial flexibility to return capital to shareholders while continuing to invest in our businesses has helped drive superior shareholder returns. In 2014, we outperformed relevant benchmarks, including the S&P 500, S&P 500 P&C and S&P Insurance Composite indices, as illustrated on the right. We significantly outperformed these indices over three years as well. The chart on the following page illustrates our performance, and the transformative actions we have taken, beginning in 2012.

One-Year Total Shareholder Return*

Three-Year Total Shareholder Return and Key Management Actions*

*Timeline not to scale.

**Total capital management plan authorization for 2014-2015: $2.775 billion in equity repurchases; $1.156 billion in debt reduction; and 20% increase to quarterly dividend.

Board and Governance Highlights

Governance Decisions

Board Nominees

Governance Best Practices

The Board and management regularly review best practices in corporate governance and modify our governance policies and practices as warranted. Our current best practices include:

Compensation Highlights

2014 Compensation Decisions

2014 Active NEO Compensation Summary

The table below reflects the 2014 compensation package (base salary, AIP award and long-term incentive ("LTI") award) for each active NEO. Although this table is not a substitute for the Summary Compensation Table information beginning on page 55, we believe it provides a simple and concise picture of compensation decisions made for the active NEOs in 2014.

Compensation Best Practices

The Compensation Committee regularly reviews best practices in executive compensation. Our current best practices and policies include the following:

In furtherance of our commitment to best practices, our 2014 Incentive Stock Plan does not allow the following:

In this section, you will find:

•Governance Practices and Framework

•Director Compensation

•Director Nominees

	"As we looked to carry the momentum of 2014 forward, we concluded that combining the roles of Chairman and CEO, with a strong independent presiding director, is in the best interests of shareholders as it best positions the company for future success." Pat Swygert

Dear Fellow Shareholders:

In 2014, the Board carefully considered its board leadership structure. While we consider the appropriateness of the structure regularly, that deliberation is never more critical than in the context of leadership succession.

In June 2014, the company announced that after five years of leading the company through a successful financial turnaround and strategic transformation, Liam E. McGee would step down as the CEO and Christopher J. Swift would be appointed CEO, effective July 1, 2014. Upon the appointment of Mr. Swift to the role of CEO, the Board determined that it was in the best interests of the company and its shareholders for Mr. McGee to continue his service as Executive Chairman for a transitional period.

The Board deliberated extensively on what the company's board leadership structure should be following that transitional period, sought feedback from shareholders and considered extensive expert corporate governance analysis. In December, the Board concluded that the company's historical approach of combining the roles of CEO and Chairman while maintaining strong independent Board leadership continues to be the optimal leadership structure from which to carry out its oversight of the company's strategy, business operations and risk management. Accordingly, upon Mr. McGee's resignation from the Board on January 5, Mr. Swift was vested with the responsibilities of Chairman and CEO.

In reaching its decision to recombine the roles of CEO and Chairman, the Board took into account the following factors:

•Mr. Swift, a partner to Mr. McGee in developing the company's strategy and the principal leader of business operations, is uniquely positioned to identify and communicate key strategic and operational issues and the interests of the company's stakeholders to the Board.

•The Board has strong, diverse and active independent directors of varying tenures.

•Elements of the company's corporate governance structure, including a strong presiding director role and mandatory meetings of the non-management directors, effectively protect against any potential conflicts that may result from combining the roles of CEO and Chairman.

•The strength of Mr. Swift's performance both during his tenure as CFO and subsequently as CEO.

As we looked to carry the momentum of 2014 forward, we concluded that combining the roles of Chairman and CEO, with a strong independent presiding director, is in the best interests of shareholders as it best positions the company for future success.

Sincerely,

Pat Swygert

Chairman of the Nominating and Corporate Governance Committee

At The Hartford, we aspire to be an exceptional company celebrated for financial performance, character, and customer value. We believe that good governance practices and responsible corporate behavior are central to this vision and contribute to our long-term performance. Accordingly, the Board and management regularly review best practices in corporate governance and modify our governance policies and practices as warranted. Our current best practices include:

The fundamental responsibility of our directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of The Hartford and its shareholders. The Board fulfills this responsibility within the general governance framework provided by the following documents:

•Articles of Incorporation

•By-laws

•Corporate Governance Guidelines (compliant with the listing standards of the NYSE and including guidelines for determining director independence and qualifications)

•Charters of the Board's committees

•Code of Ethics and Business Conduct

•Code of Ethics and Business Conduct for Members of the Board of Directors

•Code of Ethics and Political Compliance

Copies of these documents are available on our investor relations website at http://ir.thehartford.com or upon request sent to our Corporate Secretary (see page 79 for details).

Director Independence

The Board annually reviews director independence under standards stated in our Corporate Governance Guidelines, the listing standards of the NYSE, and other applicable legal and regulatory rules and has affirmatively determined that all nominees for director other than Mr. Swift are independent.

Independent Board Leadership

Whenever the chairman of the Board is not independent, our Corporate Governance Guidelines require the independent directors to elect from among them a presiding director. At each regularly scheduled meeting of the Board, the presiding director leads a meeting in executive session of the independent directors. In 2014, the independent directors met eight times in executive session. The presiding director has the following responsibilities:

•presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

•serving as a liaison between the Chairman and CEO and the non-management directors;

•approving information sent to the Board;

•approving meeting agendas for the Board;

•approving meeting schedules to help ensure there is sufficient time for discussion of agenda items;

•calling and presiding over meetings of the independent directors; and

•if requested by shareholders, being available, when appropriate, for consultation and direct communication.

Board Tenure and Refreshment

The Nominating and Corporate Governance Committee strives for a Board that includes a mix of varying perspectives and breadth of experience. Newer directors bring fresh ideas and perspectives, while longer tenured directors bring extensive knowledge of our complex operations. As noted above, the Board considers the independence of its members under applicable laws, regulations and the NYSE listing standards on an annual basis and does not believe the independence of any director nominee is compromised due to Board tenure. We have a formal director retirement policy at age 75, which contributes to Board renewal.

Among the current director nominees, six have fewer than five years of service, two have over 10 years of service, and the remaining three nominees have between five and ten years of tenure. The average tenure of our nominees is 6.6 years.

Talent Development and Succession Planning

Talent development and succession planning have been and will continue to be important parts of the Board's governance responsibilities. The CEO and independent directors conduct a review, at least annually, of succession and continuity plans for the CEO. Succession planning includes the identification and development of potential successors, policies and principles for CEO selection, and plans regarding succession in the case of an emergency or the retirement of the CEO. In addition, each year, the Compensation and Management Development Committee reviews succession and continuity plans for the CEO and each member of the executive leadership team that reports to the CEO. The Compensation and Management Development Committee's charter requires that it discuss the results of these reviews with the independent directors and/or the CEO. However, given the importance of the topic and the engagement of the full board on the issue, all directors are invited to these sessions. The full Board routinely meets with potential future leaders of the company.

Committees of the Board

The Board has four standing committees: the Audit Committee; the Compensation and Management Development Committee; the Finance, Investment and Risk Management Committee; and the Nominating and Corporate Governance Committee. The Board has determined that all of the members of the Audit Committee, the Compensation and Management Development Committee and the Nominating and Corporate Governance Committee are "independent" directors within the meaning of the SEC's regulations, the listing standards of the NYSE and our Corporate Governance Guidelines. Each committee conducts a self-evaluation of its performance on an annual basis.

The current members of the Board and the committees on which they serve are identified below. The primary functions of each committee are as follows:

Board Risk Oversight

The Board as a whole has ultimate responsibility for risk oversight. It exercises its oversight function through its standing committees, each of which has primary risk oversight responsibility for all matters within the scope of its charter. Annually, each committee reviews and reassesses the adequacy of its charter and the Nominating and Corporate Governance Committee reviews all charters and recommends any changes to the Board for approval. The table below provides examples of each committee's risk oversight responsibilities. For a more detailed description of each committee's responsibilities, see pages 15-16.

In addition to the risks identified above, the Finance, Investment and Risk Management Committee has responsibility for oversight of all risks that do not fall within the oversight responsibility of any other standing committee. In addition, the Audit Committee discusses with management policies with respect to risk assessment and risk management.

To assist it in discharging its oversight function, from time to time, the Board deems it advisable to form either a special committee or a working group to lead oversight of key strategic matters, with regular reports to the full board. Beginning in 2012, the Board established a Variable Annuity Working Group to review strategies for mitigating our variable annuity exposures. This group, consisting of Barry Allardice, Tom Renyi, Julie Richardson, Virginia Ruesterholz and Charles Strauss, met six times in 2014, was regularly briefed on the status of the Japan sales process and evaluated with management the offers received, culminating in the sale of the Japan annuity company. The evaluation included, among other things, an analysis of impacts of a sale and related accounting, purchase price adjustment mechanism and impact to the hedge program, as well as the regulatory approval process.

At the management level, we have established an Enterprise Risk and Capital Committee ("ERCC"), which manages our risk profile, capital structure and risk management practices. The ERCC reports to the Board primarily through the Finance, Investment and Risk Management Committee and also through interactions with the Audit Committee.

Business Ethics and Conduct

Striving to do the right thing every day and in every situation is fundamental to our culture, and we are proud that we have been recognized seven times by The Ethisphere Institute as one of the "World's Most Ethical Companies." We have adopted a Code of Ethics and Business Conduct, which applies to all of our employees, including our principal executive officer, principal financial officer and principal accounting officer. We have also adopted a Code of Ethics and Business Conduct for Members of the Board of Directors and a Code of Ethics and Political Compliance. These codes require that all of our employees and directors engage in honest and ethical conduct in performing their duties, provide guidelines for the ethical handling of actual or apparent conflicts of interest and provide mechanisms to report unethical conduct.

We provide our employees with a comprehensive educational program, including courses on our Code of Ethics and Business Conduct, potential conflicts of interest, privacy and information protection, marketplace conduct, and ethical decision-making. Hotlines and online portals have been established for employees, vendors, or others to raise ethical concerns and employees are encouraged to speak up whenever they have an ethics-oriented question or problem.

Certain Relationships and Related Transactions

The Board has adopted a written Policy for the Review, Approval or Ratification of Transactions with Related Persons. This policy requires our directors and Section 16 executive officers to promptly disclose any actual or potential material conflict of interest to the Chairman of the Nominating and Corporate Governance Committee and the Chairman of the Board for evaluation and resolution. If the transaction involves a Section 16 executive officer or an immediate family member of a Section 16 executive officer, the matter must also be disclosed to our General Auditor or Director of Compliance for evaluation and resolution.

We did not have any transactions requiring review under this policy during 2014.

Communicating with the Board

Shareholders and other interested parties may communicate with directors by contacting the Corporate Secretary at The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155. The Corporate Secretary will relay appropriate questions or messages to the directors. Only items related to the duties and responsibilities of the Board will be forwarded.

Anyone interested in raising a complaint or concern regarding accounting issues or other compliance matters directly with the Audit Committee may do so anonymously and confidentially by contacting EthicsPoint:

By internet	By telephone	By mail
Visit 24/7 www.ethicspoint.com	1-866-737-6812 (U.S. and Canada) 1-866-737-6850 (all other countries)	The Hartford c/o EthicsPoint P.O. Box 230369 Portland, Oregon 97281

Board and Shareholder Meeting Attendance

The Board met 12 times during 2014 and each of the directors attended 75% or more of the aggregate number of meetings of the Board and the committees on which he or she served. The average attendance of all directors at Board and committee meetings was approximately 94%. We encourage our directors to attend the Annual Meeting of Shareholders and all of our directors attended the Annual Meeting of Shareholders held on May 21, 2014, except Ms. Ruesterholz who had a scheduling conflict that pre-dated her appointment to the Board.

Selection of Nominees for Election to the Board

Criteria for Nomination to the Board of Directors and Diversity

The Nominating and Corporate Governance Committee is responsible for identifying and recommending to the Board candidates for Board membership. It considers candidates suggested by its members, other Board members, management and shareholders. In addition, at the request of the Nominating Committee, we have retained an outside search firm to identify prospective Board nominees.

The Nominating Committee evaluates candidates against the standards and qualifications set forth in our Corporate Governance Guidelines as well as other relevant factors as it deems appropriate, including the current composition of the Board and the candidate's:

•experience and its relevance to our business and objectives;

•financial and accounting expertise;

•ability to meet the required independence criteria and avoid conflicts of interest;

•personal and professional ethics, integrity and values; and

•availability to attend Board meetings and to devote appropriate time to preparation for such meetings.

In addition, the Nominating Committee considers the candidate's potential contribution to the diversity of the Board. The Board believes that a diverse membership with varying perspectives and breadth of experience is an important attribute of a well-functioning board and will contribute positively to robust discussion at meetings. The Nominating Committee considers diversity in the context of the Board as a whole and takes into account considerations relating to race, gender, ethnicity and the range of perspectives that the directors bring to their work. As part of its consideration of prospective nominees, the Board and the Nominating Committee monitor whether the directors as a group meet The Hartford's criteria for the composition of the Board, including diversity considerations.

The Nominating Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Nominating Committee.

New Director Appointed in 2015

As described above, the Nominating Committee devotes substantial time to identifying qualified director candidates who complement the skills and experiences of existing directors so that the full Board brings a range of competencies and perspectives to the oversight of the company. Emblematic of those efforts was the appointment in 2015 of our newest director, Teresa Roseborough. Ms. Roseborough is a seasoned executive with significant business, regulatory, compliance, risk management and legal expertise. In addition, she brings insurance industry experience from her time spent as a senior legal executive at a Fortune 100 insurance company. Her business experience, qualifications and skills are set forth in detail on page 28. Ms. Roseborough's appointment was the culmination of a months-long search process that included consideration of numerous highly qualified director candidates. The search was led by the Chairman of the Nominating Committee and the Executive Vice President, Human Resources and included meetings between Ms. Roseborough and the Chairman and CEO, Presiding Director, each Nominating Committee member and other members of the Board and senior management.

Shareholder Proposed Nominees

The Nominating Committee will consider director candidates recommended by shareholders using the same criteria described above. Nominations for director candidates are closed for 2015. To recommend a candidate for our 2016 Annual Meeting, shareholders must deliver or mail their nomination submission to Donald C. Hunt, Vice President and Corporate Secretary, The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155. Nominations must be received by February 19, 2016 and must include the information specified in our By-laws, including but not limited to the name of the candidate, together with a brief biography, an indication of the candidate's willingness to serve if elected, and evidence of the nominating shareholder's ownership of our stock.

We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board, as described below. Members of the Board who are employees of The Hartford or its subsidiaries are not compensated for service on the Board or any of its committees.

For the 2013-2014 Board service year, non-management directors received an annual cash retainer of $65,000, $2,500 for each Board meeting attended, $2,000 for each committee meeting attended (except for the Finance, Investment and Risk Management Committee for which no fee was paid) and a $150,000 annual equity grant of restricted stock. Consistent with market trends, for the 2014-2015 Board service year, we increased the annual cash retainer to $100,000 and the annual equity grant to $160,000, while eliminating Board and committee meeting attendance fees.

Annual Cash Fees

Cash compensation for the 2014-2015 Board service year beginning on May 21, 2014, the date of the 2014 Annual Meeting of Shareholders, and ending on May 20, 2015, the date of the 2015 Annual Meeting, is set forth below:

Annual Equity Grant

In 2014, directors received an annual equity grant of $160,000, payable solely in restricted stock pursuant to The Hartford 2014 Incentive Stock Plan. The grants of restricted stock were made on August 1, 2014, the first day of the scheduled trading window following the filing of our Form 10-Q for the quarter ended June 30, 2014. The number of shares of each award of restricted stock was determined by dividing $160,000 by $34.03, the closing price of our common stock as reported on the NYSE on the date of the award. Directors who join the Board during the Board service year receive a pro rata portion of the annual restricted stock award. Dividends are payable on outstanding restricted stock awards in the same amount and to the same extent as dividends paid to holders of our common stock.

Directors receiving restricted stock may not sell, assign or otherwise dispose of it until the restriction period ends. For awards granted in 2014, the restriction period lapses on the earlier of (i) May 20, 2015, the last day of the 2014-2015 Board service year or (ii) the first anniversary of the grant date. To the extent any of the following events occur prior to the date upon which restrictions lapse, the restriction period will end with respect to all of the restricted stock currently held by a director: (i) the director's retirement at age 75, (ii) a "change of control" (as defined in the 2014 Incentive Stock Plan), (iii) the director's death, or (iv) the director's disability (as defined in the 2014 Incentive Stock Plan). In the event the director's Board service otherwise terminates prior to the lapse of the restriction period, the restricted stock will be forfeited if the Compensation and Management Development Committee, in its sole discretion, so determines.

For the 2015-2016 Board service year beginning on May 20, 2015, directors will be granted $160,000 in the form of restricted stock units ("RSUs") rather than restricted stock. These RSUs will vest at the end of the Board service year and will be distributed as common stock unless the director has elected to defer the distribution until the end of Board service.

Also for the 2015-2016 Board service year, directors may elect to defer all or part of the $100,000 annual Board cash retainer (and any Committee Chair or Presiding Director cash retainer) into RSUs, to be distributed as common stock following the end of the director's Board service.

Other

We provide each director with $100,000 of group life insurance coverage and $750,000 of accidental death and dismemberment and permanent total disability coverage while he or she serves on the Board. We also reimburse directors for travel and related expenses they incur in connection with their Board and committee service.

Stock Ownership Guidelines and Restrictions on Trading

The Board has established stock ownership guidelines for each director to obtain, by the third anniversary of the director's appointment to the Board, an ownership position in our common stock equal to five times his or her annual cash retainer (including cash retainers paid for committee chair or presiding director responsibilities). All directors with at least three years of Board service met the stock ownership guidelines as of December 31, 2014. Our insider trading policy prohibits all hedging activities by directors, and permits directors to engage in transactions involving The Hartford's equity securities only through (1) a pre-established trading plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, or (2) during "trading windows" of limited duration following the filing with the SEC of our periodic reports on Forms 10-K and 10-Q and following a determination by the company that the director is not in possession of material non-public information. In addition, our insider trading policy grants us the ability to suspend trading of our equity securities by directors.

Director Summary Compensation Table

We paid the following compensation to directors for the fiscal year ended December 31, 2014.

Director Compensation Table—Outstanding Equity

The following table shows the number and value of unvested equity awards outstanding as of December 31, 2014. The value of these unvested awards is calculated using a market value of $41.69, the NYSE closing price per share of our common stock on December 31, 2014. The numbers have been rounded to the nearest whole dollar or share.

Eleven individuals will be nominated for election as directors at the Annual Meeting. The terms of office for each elected director will run until the next annual meeting of shareholders and until his or her successor is elected and qualified, or until his or her earlier death, retirement, resignation or removal from office.

In accordance with our Corporate Governance Guidelines, each director has submitted a contingent, irrevocable resignation that the Board may accept if the director fails to receive more votes "for" than "against" in an uncontested election. In that situation, the Nominating Committee (or another committee comprised of at least three non-management directors) would make a recommendation to the Board about whether to accept or reject the resignation. The Board, not including the subject director, will act on this recommendation within 90 days from the date of the Annual Meeting and we will disclose its decision publicly promptly thereafter.

If for any reason a nominee should become unable to serve as a director, either the shares of common stock represented by valid proxies will be voted for the election of another individual nominated by the Board, or the Board will reduce the number of directors in order to eliminate the vacancy.

The Nominating Committee believes that each director nominee has an established record of accomplishment in areas relevant to our business and objectives and possesses the characteristics identified in our Corporate Governance Guidelines as essential to a well-functioning and deliberative governing body, including integrity, independence and commitment. Other experience, qualifications and skills the Nominating Committee looks for include the following:

The Nominating Committee believes that our current Board is a diverse group whose collective experiences and qualifications bring a variety of perspectives to the oversight of The Hartford. All of our directors hold, or have held, senior leadership positions in large, complex organizations, educational institutions and/or charitable and not-for-profit organizations. In these positions, they have demonstrated their leadership, intellectual and analytical skills and gained deep experience in core disciplines significant to their oversight responsibilities on our Board. Their roles in these organizations also permit them to offer senior management a diverse range of perspectives about the issues facing a complex financial services company like The Hartford. Key qualifications, skills and experience our directors bring to the Board that are important to the oversight of The Hartford are identified and described below.

The Nominating Committee believes that the director nominees possess qualifications, skills and experience that are consistent with the standards for the selection of nominees for election to the Board set forth in our Corporate Governance Guidelines described on page 24 and that they have demonstrated the ability to effectively oversee The Hartford's corporate, investment and business operations. Biographical information for each director nominee is set forth above, including the principal occupation and other public company directorships (if any) held in the past five years and a description of the specific experience and expertise that qualifies each nominee to serve as a director of The Hartford.

The Board recommends that shareholders vote "FOR" all nominees for election as directors.

In this section, you will find:

•Report of the Audit Committee

•Fees of the Independent Registered Public Accounting Firm

•Audit Committee Pre-Approval Policies and Procedures

The Audit Committee oversees The Hartford's financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. Deloitte & Touche LLP ("D&T"), our independent registered public accounting firm for 2014, is responsible for expressing opinions that (1) our consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows in conformity with generally accepted accounting principles and (2) we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014.

In this context, the Audit Committee has:

(1) reviewed and discussed the audited financial statements for the year ended December 31, 2014 with management;

(2) discussed with D&T the matters required to be discussed by Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committees; and

(3) received the written disclosures and the letter from D&T required by applicable requirements of the PCAOB regarding the independent accountant's communications with the Audit Committee concerning independence, and has discussed with D&T the independent accountant's independence.

Based on the review and discussions described in this report, the Audit Committee recommended to the Board that the audited financial statements should be included in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 for filing with the SEC.

Report Submitted: February 25, 2015

Members of the Audit Committee:

Robert B. Allardice, III, Chairman
Michael G. Morris
Julie G. Richardson
Virginia Ruesterholz
Charles B. Strauss

Fees of the Independent Registered Public Accounting Firm

The following table presents fees for professional services provided by D&T, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the "Deloitte Entities") for the years ended December 31, 2014 and 2013.

The Audit Committee reviewed the non-audit services provided by the Deloitte Entities during 2014 and 2013 and concluded that they were compatible with maintaining the Deloitte Entities' independence.

The Audit Committee has established policies requiring pre-approval of audit and non-audit services provided by the independent registered public accounting firm. These policies require that the Audit Committee pre-approve specific categories of audit and audit-related services annually.

At the beginning of the year, the Audit Committee approves categories of audit services and audit-related services, and related fee budgets. For all pre-approvals, the Audit Committee considers whether such services are consistent with the rules of the SEC and the PCAOB on auditor independence. The independent registered public accounting firm and management report to the Audit Committee on a timely basis regarding the services rendered by and actual fees paid to the independent registered public accounting firm to ensure that such services are within the limits approved by the Audit Committee. The Audit Committee's policies require specific pre-approval of all tax services, internal control-related services and all other permitted services on an individual project basis.

As provided by its policies, the Audit Committee has delegated to its Chairman the authority to address any requests for pre-approval of services between Audit Committee meetings, up to a maximum of $100,000 for non-tax services and up to a maximum of $5,000 for tax services. The Chairman must report any pre-approvals to the full Audit Committee at its next scheduled meeting.

Consistent with SEC policies and in accordance with its Board-approved charter, the Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015. Prior to this appointment, the Audit Committee carefully considered the prior performance and quality controls of Deloitte & Touche LLP and concluded it was capable of providing high quality, independent auditing services.

Although shareholder ratification of the appointment of Deloitte & Touche LLP is not required, the Board requests ratification of this appointment by the shareholders. If shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte & Touche LLP.

Representatives of Deloitte & Touche LLP will attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

The Board recommends that shareholders vote "FOR" the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015.

In this section, you will find:

•Compensation Discussion and Analysis

•Report of the Compensation and Management Development Committee

•Compensation and Management Development Committee Interlocks and Insider Participation

•Executive Compensation Tables

This section explains our compensation philosophy, summarizes our compensation programs and reviews compensation decisions for the Named Executive Officers ("NEOs") listed below. It also describes programs that apply to the CEO and all of his executive direct reports (collectively, "Senior Executives").

Executive Summary

Executing on Our Strategy

Transforming Our Business to Improve Profitability and Reduce Risk

Beginning in 2012, we launched a multi-year strategy to transform from a diversified financial services company to one focused on our Property & Casualty ("P&C"), Group Benefits, and Mutual Funds businesses. We generated significant capital benefits through the sales of our Individual Life and Retirement Plans businesses, and stopped selling new annuity policies, a business that had contributed to our stock price volatility in recent years. Most recently, we sold our U.K. and Japan life subsidiaries in December 2013 and June 2014, respectively. The Japan sale was particularly important to our strategy, as it permanently eliminated what was the most volatile portion of our annuity book of business.

Using Our Financial Strength to Return Capital to Our Shareholders

In 2014 we improved profitability. Core earnings expanded in P&C, Group Benefits and Mutual Funds. In addition, written premiums and underwriting margin increased in P&C, core earnings after-tax margin improved in Group Benefits and sales remained strong in Mutual Funds. Our increased financial flexibility has allowed us to invest in technology to enhance our competitiveness and the quality of our customer experience, and to take significant actions to return capital to our shareholders. In February 2014 we announced a 2014-2015 equity and debt capital management plan totaling $2.656 billion. The sale of our Japan life subsidiary allowed us to increase the capital management plan in July 2014, bringing the total authorization for the 2014-2015 period to approximately $4 billion, including $2.775 billion for equity repurchases and $1.156 billion in debt reduction. In 2014, we executed share repurchases of approximately $1.8 billion, increased our quarterly common stock dividend by 20% to $0.18 per share and repaid $200 million of debt.

Transitioning to New Leadership

We underwent a significant leadership transition in 2014. The Board appointed a new executive management team following Liam McGee's decision in June to step down as CEO and President. All members of the new leadership team were internal candidates, a testament to the strength of the Board's succession planning. The new leadership team had also been instrumental in developing and executing our strategy, enabling a smooth transition.

Focusing on the Future

Following the Japan sale and the successful leadership transition, we view our transformation as essentially complete, and we are focused on the future. Our primary objectives are to improve return on equity and grow book value per share to drive top quartile shareholder returns. While there is still work to be done, the Board and management are pleased with the progress we made in 2014.

Key Accomplishments in 2014

* Combined ratio, excluding catastrophes and prior year loss reserve development for P&C; after-tax core earnings margin for Group Benefits

Delivering Superior Shareholder Returns

Strong financial performance, a significantly improved risk profile and the financial flexibility to return capital to shareholders while continuing to invest in our businesses has helped drive superior shareholder returns. In 2014, we outperformed relevant benchmarks, including the S&P 500, S&P 500 P&C and S&P Insurance Composite indices, as illustrated on the right. We significantly outperformed these indices over three years as well. The chart below illustrates our performance, and the transformative actions we have taken, beginning in 2012.

One-Year Total Shareholder Return*

Three-Year Total Shareholder Return and Key Management Actions*

*Timeline not to scale.

**Total capital management plan authorization for 2014-2015: $2.775 billion in equity repurchases; $1.156 billion in debt reduction; and 20% increase to quarterly dividend.

2014 Compensation Highlights

The table below reflects the 2014 compensation package (base salary, AIP award and long-term incentive ("LTI") award) for each active NEO. Although this table is not a substitute for the Summary Compensation Table information beginning on page 55, we believe it provides a simple and concise picture of compensation decisions made for the active NEOs in 2014.

Shareholder Engagement and "Say-on-Pay" Results

In the fall of 2014, as part of the annual shareholder outreach program we began in 2011, management engaged with shareholders representing over 40% of shares outstanding to discuss the 2014 "Say-on-Pay" vote and other important compensation and governance matters. At last year's Annual Meeting, shareholders voted 80% in favor of our "Say-on-Pay" proposal. This is a lower level of support than we have received in the past which, based on discussions with shareholders, we believe reflects, in part, shareholder reaction to special equity awards granted to certain of our Senior Executives in October 2013. No such awards were made in 2014. Shareholder feedback is shared with the Compensation Committee and the Nominating and Corporate Governance Committee and provides a deeper understanding of voting results.

In general, the feedback received was positive and most of the shareholders we engaged with:

•Supported re-combining the roles of Chairman and CEO, provided the Board maintains a strong independent presiding director role;

•Validated the Compensation Committee's use of qualitative factors to adjust the formulaic AIP funding factor so long as any adjustment is reasonable and thoroughly explained;

•Expressed a desire for robust disclosure of talent development, succession planning and director skills and qualifications; and

•Confirmed that our compensation and governance policies and practices were generally sound and aligned with shareholders' interests.

Each year, the Compensation Committee takes the results of the Say-on-Pay vote and the shareholder engagement program into consideration as it makes compensation decisions. Many elements of our 2014 compensation plan design are directly responsive to feedback we have received from shareholders:.

Overview of Compensation Program

Our executive compensation program is designed to promote long-term shareholder value creation and support our strategy by: (1) encouraging profitable growth consistent with prudent risk management, (2) attracting and retaining key talent, and (3) appropriately aligning pay with short- and long-term performance.

Compensation Best Practices

The Compensation Committee regularly reviews best practices in executive compensation. Our current best practices and policies include the following:

In furtherance of our commitment to best practices, our 2014 Incentive Stock Plan does not allow the following:

Pay Mix

NEO compensation is weighted towards variable compensation (annual and long-term incentives), where actual amounts earned may differ from targeted amounts based on company and individual performance. Each NEO has a target total compensation opportunity that is assessed annually by the Compensation Committee (and by the independent directors, in the case of the CEO) to ensure alignment with our compensation objectives and market practice.

As the following charts show, approximately 88% of current CEO target annual compensation and approximately 83% of other NEO target annual compensation are variable based on performance, including stock price performance.

*Excludes Mr. McGee

Components of Compensation Program

Each Senior Executive has a target total compensation opportunity comprised of both fixed (base salary) and variable (annual and long-term incentives) compensation. In addition, Senior Executives are eligible for benefits available to employees generally. This section describes the different components of our compensation program for Senior Executives, and lays out the framework in which compensation decisions are made.¹ For a discussion of the 2014 compensation decisions made within this framework, see Pay for Performance beginning on page 47 and 2014 Named Executive Officer Compensation and Performance beginning on page 50.

Base Salary

Each Senior Executive's base salary is reviewed by the Compensation Committee (and, in the case of the CEO, the independent directors) annually, upon promotion, or following a change in job responsibilities, based on market data, internal pay equity and level of responsibility, experience, expertise and performance.

Annual Incentive Plan ("AIP") Awards

Our employees, including the Senior Executives, are eligible to earn cash awards under the AIP based on company and individual performance. Each employee has a target AIP opportunity that is set as a percentage of base salary. At the conclusion of each year, the Compensation Committee establishes an annual AIP funding factor that is derived through a holistic review of company performance. The AIP funding factor is the main driver in determining the amount of individual AIP awards. For 2014, the Compensation Committee used the following three-step process to determine individual Senior Executive AIP awards. Actual company performance (Steps 1 and 2) is described under Pay for Performance beginning on page 47 and actual individual performance (Step 3) is described under 2014 Named Executive Officer Compensation and Performance beginning on page 50.

Step 1: Financial Performance Against Target (Primary Criterion)

Financial performance against target is the primary criterion in determining the AIP funding factor. Core earnings is the basis for measuring financial performance. The Compensation Committee selected core earnings because:

•it best reflects annual operating performance;

•it is the metric investment analysts commonly look to when evaluating annual performance;

•all employees can impact it; and

•it is prevalent among peers.

At the beginning of each year, the Compensation Committee approves a definition of "Compensation Core Earnings" that specifies in advance certain items that will be adjusted for at the end of that year, such as accounting changes, catastrophe losses above or below budget, or unusual or non-recurring items. The Compensation Committee excludes the impact of these items because it believes they do not reflect the performance of our underlying businesses, and it wants to ensure that management is held accountable for performance it controls and is neither advantaged nor disadvantaged for the effect of certain items outside its control. The Compensation Committee's definition of Compensation Core Earnings for 2014 is provided in Appendix A. The Compensation Committee also sets a Compensation Core Earnings target, which is consistent with the annual operating plan reviewed by the Board prior to the start of the fiscal year. The 2014 AIP financial target is set forth under 2014 AIP Performance on page 47. If the company performs at target, the formulaic AIP funding factor is 100%.

In addition to setting a target, the Compensation Committee establishes a threshold performance level, below which no AIP awards are earned, as well as a maximum funding level for performance significantly exceeding target. Actual company performance in relation to target results in a formulaic AIP funding factor, as illustrated below.

Compensation Core Earnings

Step 2: Qualitative Review (Secondary Criteria)

Once the formulaic AIP funding factor is determined, the Compensation Committee reviews a number of qualitative factors, including achievements that cannot be measured formulaically or are not yet evident in our financial performance. As a result of its qualitative review, the Compensation Committee may, if it deems appropriate, adjust the formulaic AIP funding factor up or down to arrive at an AIP pool funding level more commensurate with company performance in light of factors than cannot be captured by an exclusively formulaic approach. Among the qualitative factors the Compensation Committee considers are the following broad performance categories:

The Compensation Committee believes that grounding the AIP funding factor in formulaic financial performance against targets, but retaining the flexibility to adjust it to reflect qualitative factors, allows it to arrive at a final AIP funding factor that (1) best reflects holistic performance, (2) is aligned with shareholder interests, and (3) attracts, retains and incentivizes employees who contribute to the long-term value of the company. Historically, the Compensation Committee has used the qualitative review to both increase and decrease the AIP funding factor to levels more commensurate with overall company performance and consistent with shareholder returns as shown below:

Historical Qualitative Adjustments to Formulaic AIP Funding Factor

Step 3: Individual Performance

For each Senior Executive, the company AIP funding factor multiplied by the Senior Executive's target AIP opportunity produces an initial AIP award amount. Where appropriate, the Committee (and, in the case of the CEO, the independent directors) may adjust the Senior Executive's initial AIP award amount up or down based on his or her performance in leading a business or function.

Long-Term Incentive ("LTI") Awards

The LTI program is designed to promote share ownership among Senior Executives, further aligning their interests with those of shareholders, to promote shareholder value creation. LTI awards are granted on an annual basis following an assessment of individual performance and potential, and a review of market data. 2014 LTI awards for Senior Executives consist of performance shares (50% of the award value) and stock options (50% of the award value). This mix is used to provide LTI awards that appropriately blend an incentive related solely to actual stock price performance, an incentive related to comparative stock price performance, and an incentive related to actual operating performance.

Performance Shares (50% of LTI Award)

Performance shares are designed to reward and retain the NEOs by offering them the opportunity to receive shares of our stock upon achievement of predetermined performance criteria. The performance shares have a three-year performance period and will be settled in common stock based on a measurement of the following metrics:

Shares of common stock ranging from 0% to 200% of the number of performance shares granted may be payable depending upon the performance achieved.

Compensation Core ROE

For 50% of the performance share award, payouts at the end of the performance period, if any, will depend upon achievement of Compensation Core ROE goals for the calendar year 2016. The Compensation Committee's definition of Compensation Core ROE for 2014 performance share awards is provided in Appendix A. Threshold, target and maximum Compensation Core ROE values were established in February 2014 based on the company's 2014-2016 operating plan. There would be no payout for performance below threshold. Achievement of target values requires significant growth in core earnings, increased profitability and prudent capital management and would result in a payout at 100%. The maximum Compensation Core ROE payout of 200% reflects ambitious, longer-term goals that require a level of performance significantly above and beyond target.

Peer-Relative TSR

For 50% of the performance share award, payouts at the end of the performance period, if any, will be made based on company TSR performance relative to a Performance Peer Group over the three-year performance period. The Performance Peer Group represents industry specific public companies against which we benchmark performance for compensation purposes. The Compensation Committee reviews the composition of the Performance Peer Group annually. In 2013, it updated the Performance Peer Group to more heavily weight companies in the P&C business, while retaining some companies with group benefits and annuity businesses. For 2014, the Compensation Committee did not make any changes to the Performance Peer Group.

For each company in the Performance Peer Group, TSR will be measured using a 20-day stock price average at the beginning and the end of the performance period in order to smooth out any volatility. As illustrated in the graph below, there would be no payout for performance below the 30^th percentile, 50% payout for performance at the 30^th percentile, 100% payout for median performance, and 200% payout if our TSR performance ranks ahead of all companies in the Performance Peer Group.

2014 Performance Peer Group*

Three-year Relative TSR Ranking

Stock Options (50% of LTI Awards)

The use of stock options directly aligns the interests of our Senior Executives with those of shareholders because options only have value if the price of our common stock on the exercise date exceeds the stock price on the grant date. The stock options are granted at fair market value, vest in three equal installments over three years, have a 10-year term, and provide value to Senior Executives only when shareholders realize positive returns on their investment in our common stock over a corresponding period.

Periodic Retention Awards and Special Equity Grants

The Compensation Committee periodically provides cash or equity awards on a selective basis to executives based on business need. Recipients are generally those identified as critical talent and/or who have high potential to move into key roles. No such awards were made to NEOs in 2014.

Executive Benefits and Perquisites

Senior Executives are eligible for the same benefits as full-time employees generally, including health, life insurance, disability and retirement benefits. Non-qualified savings and retirement plans provide benefits that would otherwise be provided but for the Internal Revenue Code limits that apply to tax-qualified benefit plans.

We provide limited additional perquisites to Senior Executives to better focus their time, attention and capabilities on our business, consistent with market practice. Such perquisites generally include relocation benefits (when a move is required), and occasional use of tickets for sporting and special events previously acquired by the company when no other business use has been arranged and there is no incremental cost to the company. The CEO also has the use of a company car and driver to allow for greater efficiency while commuting.

We own fractional interests in a corporate aircraft to allow Senior Executives to safely and efficiently travel for business purposes. This allows Senior Executives to be more efficient while traveling than if commercial flights were utilized, as the aircraft provides a confidential and more productive environment in which to conduct business and eliminates the schedule constraints imposed by commercial airline service. Our aircraft usage policy prohibits personal travel via corporate aircraft except in extraordinary circumstances. In May of 2014, the CFO and General Counsel determined that such extraordinary circumstances existed, permitting the then-current CEO and his family to travel via corporate aircraft for a personal matter. The Compensation Committee agreed that the use of the corporate aircraft met the criteria of extraordinary circumstances.

From time to time, a Senior Executive's expenses for a purpose deemed important to the business may not be considered "directly and integrally related" to the performance of such Senior Executive's duties as required under applicable SEC rules, and thus is considered a perquisite for disclosure purposes. Examples of such expenses may include attendance at conferences, seminars or award ceremonies, as well as attendance of a Senior Executive's spouse or guest at business events or dinners where spousal or guest attendance is expected. We attribute income to Senior Executives for such expenses when required to do so under Internal Revenue Service regulations and the Senior Executive is responsible for the associated tax obligation.

Process for Determining Senior Executive Compensation (Including NEOs)

Compensation Committee

The Compensation Committee is responsible for reviewing the performance of and approving compensation awarded to those executives who either report to the CEO or who are subject to the filing requirements of Section 16 of the Securities Exchange Act of 1934, other than the CEO. The Compensation Committee also evaluates the CEO's performance and recommends his compensation for approval by the independent directors. With this input from the Compensation Committee, the independent directors review the CEO's performance and determine his compensation level in the context of the established goals and objectives for the enterprise and his individual performance. The Compensation Committee and the independent directors typically review performance and approve annual incentive awards for the prior fiscal year at their February meetings, along with annual LTI awards and any changes to base salary and target bonus. To assist in this process, they review tally sheets for each NEO to understand how each element of compensation relates to other elements and to the compensation package as a whole. The tally sheets summarize the total compensation opportunity, including fixed and variable compensation, perquisites and potential payments upon termination or change of control. In addition, the tally sheets include a summary of historical compensation.

Compensation Consultant

Exequity, LLP is the Compensation Committee's independent compensation consultant and regularly attends Compensation Committee meetings. Pursuant to our company policy, Exequity provides no services to the company other than consulting services provided to the Compensation Committee. Exequity provides market data, analysis, and advice regarding executive compensation.

For 2014, following a review of its records and practice guidelines, Exequity provided the Compensation Committee a report that confirmed its conformity with independence factors under applicable SEC rules and the listing standards of the NYSE.

Role of Management

Our Human Resources department supports the Compensation Committee in the execution of its responsibilities. The Executive Vice President, Human Resources supervises the development of the materials for each Compensation Committee meeting, including market data, tally sheets, individual and company performance metrics and compensation recommendations for consideration by the Compensation Committee. No member of our management team, including the CEO, has a role in determining his or her own compensation.

Benchmarking

On an annual basis, the Compensation Committee reviews and considers a number of factors in establishing or recommending a target total compensation opportunity for each individual including, but not limited to, market data, tenure in position, experience, sustained performance, and internal pay equity. Although the Compensation Committee strives to be at the median, it does not target a specific market position. This section describes the various sources of compensation information the Compensation Committee uses to determine the competitive market for our executive officers.

Peer Group Development

The Compensation Committee reviews peer groups used for compensation benchmarking periodically or upon a significant change in business conditions for the company or its peers. As part of its review, the Compensation Committee considers many factors, including market capitalization, revenues, assets, lines of business and sources and destinations of talent. For 2014, the Compensation Committee did not make any changes to the peer group.

2014 Corporate Peer Group

Data in millions - as of 12/31/14⁽¹⁾

Use of Corporate Peer Group Compensation Data

When evaluating and determining individual pay levels, the Compensation Committee reviews a statistical summary of aggregated compensation data at the 25th, 50th and 75th percentiles for the companies listed above that is prepared by Aon Hewitt. As noted above, the Compensation Committee does not target a specific market position in pay. The Corporate Peer Group includes both insurance and financial services companies because the functional responsibilities of most executives are not specific to the insurance industry. As Chief Risk Officer ("CRO"), Mr. Rupp's compensation was benchmarked against CROs at financial services companies. As Chief Investment Officer and President of HIMCO and Talcott Resolution, Mr. Johnson's compensation was benchmarked against similar roles at financial services companies. The supplemental peer groups for Risk Management and Investment Management are listed in Appendix B.

The Compensation Committee also reviews general industry survey data published by third parties as a general indicator of relevant market conditions and pay practices, including perquisites. Neither the Compensation Committee nor management has any input into companies included in these general industry surveys.

Pay for Performance

2014 AIP Performance

As described on pages 41 - 43, we have a three-step process for determining AIP awards. Steps 1 and 2 for 2014 are described below.

Step 1: Financial Performance Against Target

Compensation Core Earnings for 2014 was $1,566 million measured against an AIP target of $1,481 million. The calculation of Compensation Core Earnings started with 2014 GAAP net income and was adjusted as set forth on page 48 pursuant to the definition of Compensation Core Earnings approved by the Compensation Committee at the beginning of the performance year and set forth in Appendix A. The Compensation Committee approved a definition of Compensation Core Earnings that provides for pre-determined adjustments to ensure that AIP award payments represent the results achieved in the underlying business and are not unduly inflated or deflated due to the effect of items that do not directly reflect company or management performance. As a result, actual Compensation Core Earnings will differ from the earnings numbers provided in our financial statements. In addition, following the agreement to sell our Japan annuities business, results of that business were classified as discontinued operations. Because results from discontinued operations are not included in core earnings, the Japan annuities business did not impact the calculation of financial performance under Step 1. A reconciliation of Compensation Core Earnings to our financial statement earnings is as follows:

As discussed on page 42, the financial target for Compensation Core Earnings was set based on our annual operating plan as reviewed by the Board prior to the start of the fiscal year. Highlighted to the right are the minimum threshold, target and maximum Compensation Core Earnings levels against actual results for 2014. Compensation Core Earnings of $1,566 million against a target of $1,481 million resulted in a formulaic AIP funding factor of 138%.

2014 Compensation Core Earnings

Step 2: Qualitative Review

The Compensation Committee undertook a qualitative review focused on the following:

The Compensation Committee felt that, while the company performed well in these qualitative criteria, the formulaic AIP funding factor of 138% appropriately reflected strong 2014 performance. Accordingly, the Compensation Committee concluded that no adjustment to the formulaic AIP funding factor was necessary.

Step 3 is described for each NEO under 2014 Named Executive Officer Compensation and Performance beginning on page 50.

Certification of Performance Share Awards for the 2012-2014 Performance Period

On February 28, 2012, the Compensation Committee granted Senior Executives performance shares tied to relative TSR against a peer group of 14 companies. These performance shares vested as of December 31, 2014, the end of the three year performance period for the award. The company's TSR performance during the performance period ranked 4^th out of the 14 peer companies. This performance was above the 82^nd percentile and resulted in a payout of 165% of target as certified by the Compensation Committee on February 22, 2015.

Details of the 2012 performance shares are given on page 32 of our Proxy Statement filed with the Securities and Exchange Commission on April 5, 2013.

Realizable Pay & Realized Pay

In recent years, we have elected to include disclosure on one- and three-year realizable pay and realized pay in order to illustrate the impact of stock price performance on total compensation awarded by the independent directors to the CEO. We believe that disclosure helped our shareholders understand the ultimate economic impact of CEO compensation decisions. However, following our leadership transition in 2014, we felt that realizable pay and realized pay were of limited utility for a number of reasons, including the issues presented by partial-year CEO pay and the fact that the LTI awarded to Mr. Swift in 2014 was designed for his position as a seasoned CFO and not the CEO. Accordingly, we are not including realizable and realized pay disclosure in this Compensation Discussion and Analysis.

2014 Named Executive Officer Compensation and Performance

Active Named Executive Officers

We underwent a significant leadership transition in 2014. The Board appointed a new executive management team following Liam McGee's decision in June to step down as CEO and President. The summary immediately below provides context for mid-year 2014 compensation decisions described in this section.

Christopher Swift

Mr. Swift has served as CEO since July 1, 2014. On January 5, 2015, he was also appointed Chairman. Previously, he served as CFO. In this prior role, the Compensation Committee approved a base salary of $825,000, an AIP target of $1,100,000, and a 2014 LTI award of $2,200,000 granted in the form of 50% stock options and 50% performance shares on March 4, 2014. When Mr. Swift became the CEO, the independent directors increased his salary to $1,000,000, his AIP target to $2,000,000, and his LTI award target to $5,250,000 based on market data regarding CEO compensation provided by the Compensation Committee's consultant for CEOs at companies in the Corporate Peer Group. No additional LTI award was made at the time he transitioned to the role of CEO.

Based on the process outlined beginning on page 47, the independent directors approved an AIP award of $2,139,000 (138% of target based on his pro-rated salary throughout the year) consistent with the company AIP funding factor, taking into account that Mr. Swift:

•Executed a seamless leadership transition into his new role, quickly establishing relationships with key internal and external stakeholders, and maintaining the organization's focus and productivity without disruption.

•Delivered strong financial performance, with core earnings and ROE that exceeded the financial plan and one-year total shareholder returns of 17.13%, which exceeded both the 15.74% return of the S&P 500 P&C index and the 13.69% return of the S&P 500 index.

•Continued our focus on talent management, diversity, and inclusion, resulting in improved employee engagement scores that are in the top quartile of the market.

Beth Bombara

Ms. Bombara has served as CFO since July 1, 2014. Previously, she served as President of our Talcott Resolution business. In her prior role, the Compensation Committee approved a base salary of $525,000, an AIP target of $650,000, and an LTI award of $1,000,000 granted in the form of 50% stock options and 50% performance shares on March 4, 2014. When Ms. Bombara became CFO in July, the Compensation Committee increased her salary to $625,000, her AIP target to $850,000, and her LTI award target to $1,400,000 based on its review of competitive market data regarding CFO compensation at Corporate Peer Group companies. No additional LTI award was made at the time she transitioned to the role of CFO.

Based on the process outlined beginning on page 47, the Compensation Committee approved an AIP award of $1,350,000 (180% of target based on her pro-rated salary throughout the year). The Committee's decision to grant an AIP award above the company AIP funding factor of 138% was primarily because Ms. Bombara:

•Led the successful sale of the Japan annuities business, a critical strategic initiative, closing the deal within three months of signing.

•Delivered a capital release from Talcott Resolution well in excess of the 2014 capital plan, and allowed us to expand our capital management plan as a result of the Japan annuities business sale.

•Executed a smooth transition to her new role as CFO, establishing relationships with key internal and external stakeholders, maintaining top quartile employee engagement results and retaining key talent within her organization.

Douglas Elliot

Mr. Elliot has served as President of The Hartford since July 1, 2014. Previously, he served as President of our Commercial Markets division. In this prior role, the Compensation Committee approved a base salary of $750,000, an AIP target of $1,000,000, and a 2014 LTI award of $2,000,000 granted in the form of 50% stock options and 50% performance shares on March 4, 2014. When Mr. Elliot became President in July, the Compensation Committee increased his salary to $900,000, his AIP target to $1,600,000, and his LTI award target to $4,000,000 based on his significantly expanded responsibilities. No additional LTI award was made at the time he transitioned to the role of President.

Based on the process outlined beginning on page 47, the Compensation Committee approved an AIP award of $1,800,000 (138% of target based on his pro-rated salary throughout the year), consistent with the company AIP funding factor, taking into account that Mr. Elliot:

•Delivered strong financial results across all business lines, with core earnings, margins, premium growth, and managed expenses that exceeded plans.

•Further strengthened partnerships with agents and brokers in all businesses, and initiated a fresh and comprehensive review of Personal Lines since assuming responsibility for that business.

•Led improvement across employee engagement, diversity and inclusion, and talent retention metrics.

Brion Johnson

Mr. Johnson has served as Chief Investment Officer and President of HIMCO since May 16, 2012. On August 1, 2014, he was also appointed President of Talcott Resolution. For 2014, the Compensation Committee approved a base salary of $450,000, an AIP target of $1,000,000 and an LTI award of $1,100,000 granted in the form of 50% stock options and 50% performance shares on March 4, 2014. When Mr. Johnson became President of Talcott Resolution, the Compensation Committee increased his salary to $500,000 and his AIP target to $1,100,000 in recognition of his expanded responsibilities. No additional LTI award was made at the time he transitioned to the role of President of Talcott Resolution.

Based on the process outlined beginning on page 47, the Compensation Committee approved an AIP award of $1,450,000 (139% of target based on his pro-rated salary throughout the year), in line with the company funding factor, taking into account that Mr. Johnson:

•Delivered net investment income in excess of plan, with general account outperforming plan by 76 basis points and one-third of investment strategies delivering top quartile investment performance against relevant benchmarks.

•Strengthened and built out the fundamental equity capabilities of HIMCO, including establishing structure and recruiting board of directors for HIMCO Variable Insurance Trust.

•Executed a smooth transition in taking on responsibility for Talcott Resolution, maintaining strong employee engagement results and retaining key talent.

Robert Rupp

Mr. Rupp joined the company as Executive Vice President and CRO on November 2, 2011. For 2014, the Compensation Committee established a target total annual compensation opportunity for Mr. Rupp based on market data for CROs at financial services companies as described under Benchmarking on page 46. This included a base salary of $600,000, an AIP target of $1,200,000 and an LTI award of $1,400,000 granted in the form of 50% stock options and 50% performance shares on March 4, 2014.

Based on the process outlined beginning on page 47, the Compensation Committee approved an AIP award of $1,600,000 (133% of target), close to the company funding factor, taking into account that Mr. Rupp:

•Provided key risk management support for the sale of the Japan annuities business and pension de-risking initiatives.

•Enhanced market risk modeling, reporting, and hedging capabilities with focus on go-forward businesses, resulting in upgrade of enterprise risk management rating by S&P to adequate with strong controls.

•Improved overall scores on employee engagement and diversity and inclusion metrics.

Former CEO

Liam McGee

In June 2014, we announced Liam McGee's decision to resign as President and CEO, and the appointment of a new executive leadership team, with Mr. Swift assuming the role of CEO on July 1, 2014. In order to ensure an orderly transition, the independent directors felt that it was important to retain Mr. McGee's services beyond his resignation as President and CEO. Accordingly, the company entered into a transition agreement with Mr. McGee for advisory and transitional support through April 1, 2015.

Mr. McGee's transition agreement provided for a reduced annualized base salary of $1 million, a 2014 AIP award based on Mr. McGee's actual base salary earned during 2014 and the final company AIP funding factor without any adjustment to

reflect individual performance or other factors, and no 2015 LTI award. The agreement also provided that upon termination, outstanding equity awards granted to Mr. McGee would receive retirement treatment under our 2010 Incentive Stock Plan. This means that all options outstanding at least one year would fully vest and all other equity awards (other than the special performance share award granted on October 30, 2013, which does not pro rata vest upon retirement per the terms of the award agreement) would pro rata vest (subject to satisfaction of performance conditions). The independent directors felt it was appropriate to grant Mr. McGee retirement treatment given the specific facts and circumstances of his resignation, which was driven by the accelerated progress of our successful transformation as well as health issues. Mr. McGee did not receive any additional compensation for his service on the Board or FIRMCo, or as Chairman of the Board.

Pursuant to the terms of his transition agreement, the independent directors approved a 2014 AIP award of $3,260,250 (138% of target based on his pro-rated salary throughout the year) consistent with the company AIP funding factor. Mr. McGee passed away prior to the April 1, 2015 separation date contemplated by the transition agreement. As a result, Mr. McGee's outstanding equity awards received death benefit treatment in accordance with the normal provisions of our 2010 Incentive Stock Plan, rather than retirement treatment pursuant to his transition agreement. Under the terms of our 2010 Incentive Stock Plan, all of Mr. McGee's outstanding options fully vested and all other equity awards (other than the special performance share award granted on October 30, 2013) pro rata vested. The October 30, 2013 special equity award was forfeited. For a description of amounts payable upon Mr. McGee's death, see Treatment of Former CEO on page 69.

Compensation Policies and Practices

Stock Ownership and Retention Guidelines

Senior Executives are expected to meet or exceed certain levels of stock ownership to align their interests with those of shareholders. The Compensation Committee has established the following ownership guidelines for the CEO and other NEOs:

The Compensation Committee reviews ownership levels annually. NEOs are generally expected to meet these ownership guidelines within five years of appointment to position. As of March 23, 2015, the CEO and each of the NEOs met their respective guideline.

Timing of Equity Grants

Equity grants may be awarded four times per year, on the first day of a quarterly trading window following the filing of our Form 10-Q or 10-K for the prior period. Our practice is to grant annual equity awards during the first quarterly trading window of the year. This timing ensures that grants are made at a time when the stock price reflects the most current public data regarding our performance and financial condition as is reasonably possible.

Recoupment Policy

We have a recoupment policy that allows for the recoupment of any incentive compensation (cash or equity) paid or payable at any time to the extent such recoupment either (i) is required by applicable law or listing standards, or (ii) is determined by the company to be necessary or appropriate in light of business circumstances or employee misconduct.

Risk Mitigation in Plan Design

Management has concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on the company. Our Enterprise Risk Management function performs a risk review of any new incentive compensation plans or any material changes to existing plans annually and completes a comprehensive review of all incentive compensation plans every five years. In October 2014, Enterprise Risk Management conducted its five-year

comprehensive review, including a review by Mercer, an external consulting firm, and discussed the results of that review with the Compensation Committee. Enterprise Risk Management concluded that current incentive plans do not promote inappropriate risk-taking or encourage the manipulation of reported earnings.

The following features of our executive compensation program guard against excessive risk-taking:

Hedging and Pledging Company Securities

We prohibit all of our employees and directors from engaging in hedging, monetization, derivative and similar transactions involving company securities. In addition, Senior Executives are prohibited from pledging company securities.

Potential Severance and Change of Control Payments

Senior Executives are covered under a common severance pay plan that provides severance in a lump sum equal to 2x the sum of annual base salary plus target bonus, whether severance occurs before or after a change of control (no gross-up is provided for any change of control excise taxes that might apply). As a condition to receiving severance, Senior Executives must agree to restrictive covenants covering such items as non-competition, non-solicitation of business and employees, non-disclosure and non-disparagement.

We maintain change of control benefits for Senior Executives to ensure continuity of management and to permit each of these individuals to focus on his or her responsibilities without undue distraction related to concerns about personal financial security during any period when we are confronted with a contest for control. These benefits are also designed to ensure that in any such contest, these Senior Executives are not influenced in their actions by events that could occur following a change of control.

Our 2014 Incentive Stock Plan provides for "double trigger" vesting on a change of control. If an NEO terminates employment for "Good Reason" (as defined on page 70) or his employment is terminated without "Cause" (as defined on page 69) within 2 years following the change of control, then any awards that were assumed or replaced with substantially equivalent awards would vest. If the awards were not assumed or replaced with substantially equivalent awards, then they would vest immediately upon the change of control.

While we do not have individual employment agreements for active Senior Executives, we may enter into transition agreements for departing Senior Executives.

Effect of Tax and Accounting Considerations on Compensation Design

In designing our compensation programs, we consider the tax and accounting impact of our decisions. In doing so, we strive to strike a balance between designing appropriate and competitive compensation programs for our executives while also maximizing the deductibility of such compensation, avoiding adverse accounting effects and ensuring that any accounting consequences are appropriately reflected in our financial statements.

Principal among the tax considerations is the potential impact of Section 162(m) of the Internal Revenue Code, which generally denies a publicly traded company a federal income tax deduction for compensation in excess of $1 million paid to the CEO or any of the next three most highly compensated executive officers (other than the CFO) as determined as of the last day of the applicable year (the "Covered Officers"), unless the amount of such excess is payable based solely upon the attainment of objective performance criteria. For this reason, where applicable, our variable compensation, including 2014 annual incentive awards and performance share payouts, is generally designed to qualify as exempt performance-based compensation. At last year's Annual Meeting, in order to comply with Section 162(m), shareholders approved the material terms of the annual executive bonus program under which the maximum annual bonus that may be paid to any of the Covered Officers for any given year is the lesser of 300% of the annual target bonus in effect for the Covered Officer's position at the beginning of the year, as approved by the Compensation Committee, or $5,000,000. The Compensation Committee may, however, in certain circumstances, approve incentive awards or other payments that do not qualify as exempt performance-based compensation and may not be deductible.

Other tax considerations are factored into the design of our compensation programs, including compliance with the requirements of Section 409A of the Internal Revenue Code, which can impose additional taxes on participants in certain arrangements involving deferred compensation, and Sections 280G and 4999 of the Internal Revenue Code, which affect the deductibility of, and impose certain additional excise taxes on, certain payments that are made upon or in connection with a change of control.

Report of the Compensation and Management Development Committee

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in the company's Annual Report on Form 10-K for the year ended December 31, 2014.

Report submitted as of March 24, 2015 by:

Members of the Compensation and Management Development Committee:

Trevor Fetter, Chairman
Kathryn A. Mikells
Thomas A. Renyi
H. Patrick Swygert

Compensation and Management Development Committee Interlocks and Insider Participation

As of the date of this proxy statement, the Compensation and Management Development Committee consists of Messrs. Fetter (Chairman), Renyi and Swygert and Ms. Mikells, all of whom are independent non-management directors. None of the Compensation and Management Development Committee members has served as an officer or employee of The Hartford and none of the The Hartford's executive officers has served as a member of a compensation committee or board of directors of any other entity that has an executive officer serving as a member of the The Hartford's Board.

Summary Compensation Table

The table below reflects total compensation paid to or earned by each NEO beginning in the later of the fiscal year ended December 31, 2012 or the year the individual first became an NEO. The table also reflects financial accounting costs for the modification of Mr. McGee's equity awards to provide for retirement treatment, but - as his employment terminated by reason of his death in 2015 - payments were made in accordance with the normal provisions of the 2010 Incentive Stock Plan applicable upon an employee's death. Consequently, the numbers shown below for Mr. McGee for 2014, while provided in accordance with SEC guidance on modification of equity awards, do not reflect the treatment actually received (for amounts actually payable upon Mr. McGee's death, see Treatment of Former CEO on page 69). The amounts reportable under the Summary Compensation Table, prior to the impact of the financial accounting costs for the modification to provide retirement treatment, are set forth immediately below the Summary Compensation Table.

Summary Compensation Table—All Other Compensation

The following table provides more details on the amounts presented in the "All Other Compensation" column in the Summary Compensation Table on page 55 for the NEOs.

Grants of Plan Based Awards Table

The following table discloses the actual number of stock options, performance shares and RSUs granted to the company's NEOs in 2014 pursuant to the 2010 Incentive Stock Plan and the grant date fair value of these awards. The table also discloses potential payouts under the company's AIP and performance share awards. Actual AIP payouts are reported in the Summary Compensation Table on page 55 under the heading "Non-Equity Incentive Plan Compensation." The equity awards have been rounded to the nearest whole share, option or unit.

Outstanding Equity Awards at Fiscal Year-End Table

The following table shows outstanding stock option awards classified as exercisable and unexercisable and the number and value of any unvested or unearned equity awards outstanding as of December 31, 2014 for the company's NEOs. The value of any unvested or unearned equity awards outstanding as of December 31, 2014 is calculated using a market value of $41.69, the NYSE closing price per share of the company's common stock on December 31, 2014.

Option Exercises and Stock Vested Table

The following table sets forth certain information regarding option awards exercised and stock awards vested during 2014 for the company's NEOs. The numbers have been rounded to the nearest whole dollar, share or unit.

Pension Benefits Table

The table below shows the number of years of credited service, the actuarial present value of the accumulated pension benefit, and the actual cash balance account as of December 31, 2014 for each of the NEOs under the company's retirement plans. Federal tax law limits the amount of benefits that can be paid and compensation that may be recognized under a tax-qualified retirement plan. Therefore, the company has both a tax-qualified retirement plan (The Hartford Retirement Plan for U.S. Employees, or the "Retirement Plan") and a non-qualified retirement plan (The Hartford Excess Pension Plan II, or the "Excess Pension Plan") for payment of those benefits that cannot be paid from the tax-qualified plan (together, the "Plans"). The practical effect of the Excess Pension Plan is to calculate benefits for all similarly situated employees on a uniform basis without regard to federal tax law limitations.