EX-10.1







FIRST AMENDMENT, dated as of July 10, 2008 (this “Amendment”),
to the Amended and Restated Five-Year Competitive Advance and Revolving
Credit Facility Agreement, dated as of August 9, 2007 (the “Credit
Agreement”), among The Hartford Financial Services Group, Inc. (the
“Company”), the Borrowing Subsidiaries from time to time party thereto,
the lenders named therein, and Bank of America, N.A., as administrative
agent for the lenders (the “Administrative Agent”).



WHEREAS, the Company, the Administrative Agent and the Lenders have agreed to amend the Credit
Agreement as set forth below.



NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein,
the parties hereto, intending to be legally bound, agree as follows:



SECTION 1. Defined Terms. Each capitalized term used but not defined herein shall
have the meaning assigned to it in the Credit Agreement as amended hereby.



SECTION 2. Amendment to Credit Agreement. The first sentence of Section 2.25 of the
Credit Agreement shall be replaced in its entirety by the following:



“The Company may, on no more than two occasions during the term of this
Agreement, by written notice delivered to the Administrative Agent (a copy of
which shall be promptly delivered to each Lender), request that the Lenders extend
the Maturity Date for a period of one year from the Maturity Date then in effect,
such extension to become effective on the date specified in such notice, which
shall be not fewer than 30 days after the date of such notice.”



SECTION 3. Representations and Warranties. The Company, hereby represents and
warrants to each Lender that:



(a) the representations and warranties set forth in Article III of the Credit Agreement are
true and correct in all material respects on and as of the date hereof and after giving effect to
this Amendment, with the same effect as if made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date, in which case they were true
and correct in all material respects as of such earlier date; and



(b) as of the date hereof, no Default or Event of Default has occurred and is continuing.



SECTION 4. Effectiveness. This Amendment shall become effective as of the first date
on which the Administrative Agent shall have received duly executed counterparts hereof that, when
taken together, bear the authorized signatures of the Company and Lenders constituting at least the
Required Lenders.



SECTION 5. Credit Agreement. Except as specifically set forth in this Amendment, the
Credit Agreement shall remain in full force and effect.



SECTION 6. Applicable Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of New York.



SECTION 7. Counterparts. This Amendment may be executed in counterparts, each of
which shall constitute an original but all of which, when taken together, shall constitute a single
contract. Delivery of an executed signature page of this Amendment by facsimile transmission or
other electronic imaging means shall be as effective as delivery of a manually signed counterpart
of this Amendment.



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



	 	 	 
	THE HARTFORD FINANCIAL SERVICES GROUP, INC.,

	by

	
 
	 	/s/ John N. Giamalis
	
 
	 	 
	
 
	 	Name: John N. Giamalis
	
 
	 	Title: Senior Vice President and

Treasurer






	 	 	 
	BANK OF AMERICA, N.A.,
	as Administrative Agent,
	by
	/s/ Aamir Saleem
	Name: Aamir Saleem
	Title: Vice President










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	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: ABN Amro Bank N.V.



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Michael DeMarco
	 	 	 
	
 
	 	Name:

Title:
	 	Michael DeMarco

Vice President






	 	 	 	 	 
	by1
	 	 	/s/	 	 	Andrew C. Salerno
	 	 	Name:	Andrew C. Salerno
	 	 	Title: Director










3




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: Bank of America N.A.



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Jason Cassity
	 	 	 
	
 
	 	Name:

Title:
	 	Jason Cassity

Vice President











4




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: The Bank of New York



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Richard G. Shaw
	 	 	 
	
 
	 	Name:

Title:
	 	Richard G. Shaw

Vice President











5




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: Branch Banking and Trust Company



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Robert M. Searson
	 	 	 
	
 
	 	Name:

Title:
	 	Robert M. Searson

Senior Vice President











6




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: CITIBANK, N.A.



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Maria Hackley
	 	 	 
	
 
	 	Name:

Title:
	 	Maria Hackley

Managing Director











7




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: Deutsche Bank AG New York Branch



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Richard Herder
	 	 	 
	
 
	 	Name:

Title:
	 	Richard Herder

Managing Director






	 	 	 	 	 
	by1
	 	 	/s/	 	 	Michael Campites
	 	 	Name:	Michael Campites
	 	 	Title:	Vice President










8




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






	 	 	 	Name of Lender: Greenwich Capital Markets, Inc., as
agent for






The Royal Bank of Scotland plc



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ George J. Urban
	 	 	 
	
 
	 	Name:

Title:
	 	George J. Urban

Vice President











9




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: JPMORGAN CHASE BANK, N.A.



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Melvin D. Jackson
	 	 	 
	
 
	 	Name:

Title:
	 	Melvin D. Jackson

Vice President











10




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: Sumitomo Mitsui Banking Corporation



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Yoshihiro Hyakutome
	 	 	 
	
 
	 	Name:

Title:
	 	Yoshihiro Hyakutome

General Manager











11




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: SunTrust Banks



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ W. Bradley Hamilton
	 	 	 
	
 
	 	Name:

Title:
	 	W. Bradley Hamilton

Director











12




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: US Bank, National Association



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Patrick McGraw
	 	 	 
	
 
	 	Name:

Title:
	 	Patrick McGraw

Vice President











13




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: Wachovia Bank, National Association



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Michelle Dagenhart
	 	 	 
	
 
	 	Name:

Title:
	 	Michelle Dagenhart

Vice President











14




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.





	 	 	 	 	 
	Name of Lender:The Bank of Tokyo-Mitsubishi UFJ, Ltd.,

	New York Branch

	 	

	 	

	by

	 	

/s/ Scott Schaffer
	 	



	 	 	 
	
 
	 	Name:

Title:
	 	Scott Schaffer

Authorized Signatory











15




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender:  UBS Loan Finance LLC



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Irja R. Otsa
	 	 	 
	
 
	 	Name:

Title:
	 	Irja R. Otsa

Associate Director






	 	 	 	 	 
	by1
	 	 	/s/	 	 	Mary E. Evans
	 	 	Name:	Mary E. Evans
	 	 	Title:	Associate Director










16




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: Wells Fargo Bank, National Association



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Beth C. McGinnis
	 	 	 
	
 
	 	Name:

Title:
	 	Beth C. McGinnis

Senior Vice President











17




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: State Street Bank and Trust Company



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Edward M. Anderson
	 	 	 
	
 
	 	Name:

Title:
	 	Edward M. Anderson

Vice President











18




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






	 	 	 	Name of Lender: William Street Commitment
Corporation (Recourse only to the assets of William Street Commitment
Corporation)





	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Mark Walton
	 	 	 
	
 
	 	Name:

Title:
	 	Mark Walton

Assistant Vice President











19




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: Webster Bank, National Association



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Lawrence Davis
	 	 	 
	
 
	 	Name:

Title:
	 	Lawrence Davis

Vice President











20




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: Credit Suisse, Cayman Islands Branch



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Jay Chall
	 	 	 
	
 
	 	Name:

Title:
	 	Jay Chall

Director






	 	 	 	 	 
	by1
	 	 	/s/	 	 	Gilberto Fontela
	 	 	Name:	Gilberto Fontela
	 	 	Title:	Assistant Vice President










21




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: Lehman Commercial Paper Inc.



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Rohit Nair
	 	 	 
	
 
	 	Name:

Title:
	 	Rohit Nair

Authorized Signatory











22




	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF JULY 10,
2008, TO THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 9,
2007.






Name of Lender: HSBC Bank USA, N.A.



	 	 	 	 	 
	by

	 	

	 	

	 	 	/s/ Lawrence Karp
	 	 	 
	
 
	 	Name:

Title:
	 	Lawrence Karp

Senior Vice President







	 	1	 	For any Lender requiring a second signature line.






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