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                                                                   EXHIBIT 10.07

                                                                  EXECUTION COPY


                         FIRST AMENDMENT dated as of June 30, 2003 (this
                    "Amendment") to the Three-Year Competitive Advance and
                    Revolving Credit Facility Agreement (as amended,
                    supplemented or otherwise modified from time to time, the
                    "Credit Agreement") dated as of December 31, 2002 among THE
                    HARTFORD FINANCIAL SERVICES GROUP, INC. and HARTFORD LIFE,
                    INC. (individually the "Borrower" and collectively the
                    "Borrowers"), the LENDERS party thereto and JPMORGAN CHASE
                    BANK and CITIBANK, N. A., as co-administrative agents (the
                    "Agent")



A.   Capitalized terms used but not otherwise defined herein have the meanings
     assigned to them in the Credit Agreement.

B.   The Borrowers have requested that the Lenders amend a certain provision of
     the Credit Agreement. The Required Lenders are willing to agree to such
     amendment on the terms and subject to the conditions of this Amendment.

     Accordingly, in consideration of the mutual agreements herein contained and
     other good and valuable consideration, the sufficiency and receipt of which
     are hereby acknowledged, the parties hereto hereby agrees as follows:

     Section 1. Amendment to the Credit Agreement. The definition of "Equity
     Units" is hereby amended to read as follows:

          "Equity Units" shall mean the 6,600,000 6% Equity Units issued by the
     Company on September 13, 2002, the 12,000,000 7% Equity Units issued by the
     Company on May 23, 2003 and the 1,800,000 7% Equity Units issued by the
     Company on May 30, 2003.

     Section 2. Representations, Warranties and Agreements. Each of the
     Borrowers hereby represents and warrants to and agrees with each Lender and
     the Agent that:

          (a)  The representations and warranties set forth in Article III of
               the Credit Agreement are true and correct in all material
               respects with the same effect as if made on the Amendment

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               Effective Date, except to the extent such representations and
               warranties expressly relate to an earlier date.

          (b)  As of the Amendment Effective Date, no Event of Default or
               Default has occurred and is continuing.

     Section 3. Conditions to Effectiveness. This Amendment shall be effective
     as of June 30, 2003 upon the satisfaction in full of the condition
     precedent (the "Amendment Effective Date") that the Agent shall have
     received duly executed counterparts hereof which, when taken together, bear
     the authorized signatures of each Borrower, the Agent and the Required
     Lenders.

     Section 4. Credit Agreement. Except as specifically stated herein, the
     Credit Agreement shall continue in full force and effect in accordance with
     the provisions thereof. As used therein, the terms "Agreement", "herein",
     "hereunder", "hereto", "hereof" and words similar import shall, unless the
     context otherwise requires, refer to the Credit Agreement as modified
     hereby.

     Section 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
     CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     Section 6. Counterparts. This Amendment may be executed in any number of
     counterparts, each of which shall be an original but all of which, when
     taken together, shall constitute but one instrument. Delivery of an
     executed counterpart of a signature page of this Amendment by telecopy
     shall be effective as delivery of a manually executed counterpart of this
     Amendment.

     Section 7. Expenses. Each Borrower agrees to reimburse the Agent for its
     out-of-pocket expenses in connection with this Amendment, including the
     reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP
     counsel for the Agent.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the date first above
written.

                                 THE HARTFORD FINANCIAL SERVICES GROUP, INC.,
                                 by:  /s/ John N. Giamalis
                                    --------------------------------------------
                                    Name:  JOHN N. GIAMALIS
                                    Title: Senior Vice President and Treasurer

                                 HARTFORD LIFE, INC.,
                                 by:  /s/ John N. Giamalis
                                    --------------------------------------------
                                    Name:  JOHN N. GIAMALIS
                                    Title: Senior Vice President and Treasurer

                                 JPMORGAN CHASE BANK, individually and as
                                 Co-Administrative Agent

                                 by:
                                    --------------------------------------------
                                    Name:
                                    Title:

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the date first above
written.

                                 THE HARTFORD FINANCIAL SERVICES GROUP, INC.,
                                 by:
                                    --------------------------------------------
                                      Name:
                                      Title:

                                 HARTFORD LIFE, INC.,
                                 by:
                                    --------------------------------------------
                                     Name:
                                     Title:

                                 JPMORGAN CHASE BANK, individually and as
                                 Co-Administrative Agent

                                 by:  /s/ Heather A. Lindstrom
                                    --------------------------------------------
                                    Name:  Heather A. Lindstrom
                                    Title: Vice President

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                                 Signature Page to First Amendment dated as of
                                 June 30, 2003 to the Three-Year Competitive
                                 Advance and Revolving Credit Facility
                                 Agreement dated as of December 31, 2002 among
                                 The Hartford Financial Services Group, Inc.;
                                 Hartford Life, Inc.; the Lenders party thereto
                                 and JPMorgan Chase Bank.

                                 Name of Institution: Bank of America

                                 by:  /s/ Leslie Nannen
                                    --------------------------------------------
                                    Name:   Leslie Nannen
                                    Title:  Vice President

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                                 Signature Page to First Amendment dated as of
                                 June 30, 2003 to the Three-Year Competitive
                                 Advance and Revolving Credit Facility
                                 Agreement dated as of December 31, 2002 among
                                 The Hartford Financial Services Group, Inc.;
                                 Hartford Life, Inc.; the Lenders party thereto
                                 and JPMorgan Chase Bank.

                                 Name of Institution: Citibank,  N.A.

                                 by:  /s/ Maria G. Hackley
                                    --------------------------------------------
                                    Name:  Maria G. Hackley
                                    Title: Managing Director




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                                 Signature Page to First Amendment dated as of
                                 June 30, 2003 to the Three-Year Competitive
                                 Advance and Revolving Credit Facility
                                 Agreement dated as of December 31, 2002 among
                                 The Hartford Financial Services Group, Inc.;
                                 Hartford Life, Inc.; the Lenders party thereto
                                 and JPMorgan Chase Bank.

                                 DEUTSCHE BANK AG, New York Branch

                                 by: /s/ John S. McGill
                                   ---------------------------------------------
                                   Name:  John S. McGill
                                   Title: Director


                                 By: /s/ Charles Kohler
                                   ---------------------------------------------
                                   Name:  Charles Kohler
                                   Title: Managing Director

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                                 Signature Page to First Amendment dated as of
                                 June 30, 2003 to the Three-Year Competitive
                                 Advance and Revolving Credit Facility
                                 Agreement dated as of December 31, 2002 among
                                 The Hartford Financial Services Group, Inc.;
                                 Hartford Life, Inc.; the Lenders party thereto
                                 and JPMorgan Chase Bank.

                                 Name of Institution: Fleet National Bank

                                 by:  /s/ Carla Balesano
                                   ---------------------------------------------
                                   Name:  Carla Balesano
                                   Title: Director


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                                 Signature Page to First Amendment dated as of
                                 June 30, 2003 to the Three-Year Competitive
                                 Advance and Revolving Credit Facility
                                 Agreement dated as of December 31, 2002 among
                                 The Hartford Financial Services Group, Inc.;
                                 Hartford Life, Inc.; the Lenders party thereto
                                 and JPMorgan Chase Bank.

                                 Name of Institution: Mellon Bank N. A.

                                 by:  /s/ Carrie Burnham
                                   ---------------------------------------------
                                   Name:   Carrie Burnham
                                   Title:  Assistant Vice President

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                                Signature Page to First Amendment dated as of
                                June 30, 2003 to the Three-Year Competitive
                                Advance and Revolving Credit Facility
                                Agreement dated as of December 31, 2002 among
                                The Hartford Financial Services Group, Inc.;
                                Hartford Life, Inc.; the Lenders party thereto
                                and JPMorgan Chase Bank.

                                 Name of Institution: Morgan Stanley Bank

                                 by:  /s/ Jaap Tonckens
                                 -----------------------------------------------
                                   Name:  Jaap L.Tonckens
                                   Title: Vice President

<PAGE>

                                 Signature Page to First Amendment dated as of
                                 June 30, 2003 to the Three-Year Competitive
                                 Advance and Revolving Credit Facility
                                 Agreement dated as of December 31, 2002 among
                                 The Hartford Financial Services Group, Inc.;
                                 Hartford Life, Inc.; the Lenders party thereto
                                 and JPMorgan Chase Bank.

                                 Name of Institution: State Street Bank
                                        and Trust Company

                                 by:  /s/ Edward M. Anderson
                                 -----------------------------------------------
                                   Name:  Edward M. Anderson
                                   Title: Vice President

<PAGE>

                                 Signature Page to First Amendment dated as of
                                 June 30, 2003 to the Three- Year Competitive
                                 Advance and Revolving Credit Facility
                                 Agreement dated as of December 31, 2002 among
                                 The Hartford Financial Services Group, Inc.;
                                 Hartford Life, Inc.; the Lenders party thereto
                                 and JPMorgan Chase Bank.

                                 UBS AG, CAYMAN ISLANDS BRANCH

                                 By:  /s/ Wilfred V. Saint
                                   ---------------------------------------------
                                   Name:   Wilfred V. Saint
                                   Title:  Associate Director Banking
                                           Products Services US

                                 By:  /s/ Reto Jenal
                                    --------------------------------------------
                                    Name:  Reto Jenal
                                    Title: Executive Director

<PAGE>

                                 Signature Page to First Amendment dated as of
                                 June 30, 2003 to the Three-Year Competitive
                                 Advance and Revolving Credit Facility
                                 Agreement dated as of December 31, 2002 among
                                 The Hartford Financial Services Group, Inc.;
                                 Hartford Life, Inc.; the Lenders party thereto
                                 and JPMorgan Chase Bank.

                                 Name of Institution:
                                 Wachovia Bank, National Association

                                 by:  /s/ Kimberly Shaffer
                                    --------------------------------------------
                                    Name:        Kimberly Shaffer
                                    Title: Director


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                                  Signature Page to First Amendment dated as of
                                  June 30, 2003 to the Three-Year Competitive
                                  Advance and Revolving Credit Facility
                                  Agreement dated as of December 31, 2002 among
                                  The Hartford Financial Services Group, Inc.;
                                  Hartford Life, Inc.; the Lenders party thereto
                                  and JPMorgan Chase Bank.

                                 WELLS FARGO BANK, NATIONAL ASSOCIATION:

                                 by:  /s/ Beth C. McGinnis
                                    --------------------------------------------
                                 Name:  Beth C. McGinnis
                                 Title: Vice President

                                 by:  /s/ James Doherty
                                 -----------------------------------------------
                                 Name:  James Doherty
                                 Title: Vice President