EX-10.1







SECOND AMENDMENT, dated as of December 12, 2008 (this
“Amendment”), to the Amended and Restated Five-Year Competitive Advance
and Revolving Credit Facility Agreement, dated as of August 9, 2007 (as
amended, restated, modified or supplemented from time to time, 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 of 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. Section 5.11(d) of the Credit Agreement
shall be replaced in its entirety by the following:



“(d) any pledge of, or other Lien upon, any assets as security for the
payment of any tax, assessment or other similar charge by any Governmental
Authority or public body, or as security required by law or governmental
regulation as a condition to the transaction of any business or the exercise of
any privilege or right, including pledges of or Liens on assets required by law or
governmental regulation to be granted to secure borrowings by the Company or any
Subsidiary from any Federal Home Loan Bank; provided, that the aggregate
outstanding principal amount of secured Indebtedness permitted under this clause
(d) shall at no time exceed $1,000,000,000;”



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






2




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






	 	 	SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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/ Andrew C. Salerno



	 	 	 
	 	 	Name:	 	 	Andrew C. Salerno
	 	 	Title: Director
	by1	/s/ Alexander M. Blodi





	 	 	 
	 	 	Name:	 	 	Alexander M. Blodi
	 	 	Title:	 	 	Managing Director






	 	1	 	For any Lender requiring a second signature line.




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SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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:	 	 	Jason Cassity
	 	 	Title:	 	 	Vice President






by1




Name:




Title:




	 	1	 	For any Lender requiring a second signature line.




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SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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 Mellon




by /s/ Richard G. Shaw



	 	 	 
	 	 	Name:	 	 	Richard G. Shaw
	 	 	Title:	 	 	Vice President






by1




Name:




Title:




	 	1	 	For any Lender requiring a second signature line.




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SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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/ Glenn Schuermann



	 	 	 
	 	 	Name:	 	 	Glenn Schuermann
	 	 	Title:	 	 	Authorized Signatory






by1




Name:




Title:




	 	1	 	For any Lender requiring a second signature line.




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SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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:	 	 	Robert M. Searson
	 	 	Title:	 	 	Senior Vice President






by1




Name:




Title:




	 	1	 	For any Lender requiring a second signature line.




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SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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:	 	 	Maria Hackley
	 	 	Title:	 	 	Managing Director






by1




Name:




Title:




	 	1	 	For any Lender requiring a second signature line.




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SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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




by /s/ Jay Chall



	 	 	 
	 	 	 	 	 	Name:Jay Chall
	 	 	 	 	 	Title:Director
	 	 	by1	 	 	/s/ Karl Studer





	 	 	 
	 	 	Name:	 	 	Karl Studer
	 	 	Title:	 	 	Director






	 	1	 	For any Lender requiring a second signature line.




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SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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:Richard Herder
	 	 	 	 	 	Title:Managing Director
	 	 	by1	 	 	/s/ Michael Campites





	 	 	 
	 	 	Name:	 	 	Michael Campites
	 	 	Title:	 	 	Vice President






	 	1	 	For any Lender requiring a second signature line.




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SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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:	 	 	Melvin D. Jackson
	 	 	Title:	 	 	Vice President






by1




Name:




Title:




	 	1	 	For any Lender requiring a second signature line.




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SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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/ Frank P. Turner



	 	 	 
	 	 	Name:	 	 	Frank P. Turner
	 	 	Title:	 	 	Authorized Signatory






by1




Name:




Title:




	 	1	 	For any Lender requiring a second signature line.




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SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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 Royal Bank of Scotland plc




by /s/ George Urban



	 	 	 
	 	 	Name:	 	 	George Urban
	 	 	Title:	 	 	Vice President






by1




Name:




Title:




	 	1	 	For any Lender requiring a second signature line.




13










SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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/ Deirdre M. Holland



	 	 	 
	 	 	Name:	 	 	Deirdre M. Holland
	 	 	Title:	 	 	Vice President






by1




Name:




Title:




	 	1	 	For any Lender requiring a second signature line.




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SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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:	 	 	Yoshihiro Hyakutome
	 	 	Title:	 	 	General Manager






by1




Name:




Title:




	 	1	 	For any Lender requiring a second signature line.




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SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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 Bank




by W. Bradley Hamilton



	 	 	 
	Name:

Title:

	 	W. Bradley Hamilton

Director







by1




Name:




Title:




	 	1	 	For any Lender requiring a second signature line.




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SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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:Irja R. Otsa
	 	 	 	 	 	Title:Associate Director
	 	 	by1	 	 	/s/ Richard L. Tavrow





	 	 	 
	 	 	Name:	 	 	Richard L. Tavrow
	 	 	Title:	 	 	Director






	 	1	 	For any Lender requiring a second signature line.




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SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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 Assocation




by /s/ Michelle Dagenhart



	 	 	 
	 	 	Name:	 	 	Michelle Dagenhart
	 	 	Title:	 	 	Vice President






by1




Name:




Title:




	 	1	 	For any Lender requiring a second signature line.




18










SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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, N.A.




by /s/ David J. Bendel



	 	 	 
	 	 	Name:	 	 	David J. Bendel
	 	 	Title:	 	 	Vice President






by1




Name:




Title:




	 	1	 	For any Lender requiring a second signature line.




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SIGNATURE PAGE TO AMENDMENT DATED AS OF DECEMBER 12, 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:	 	 	Mark Walton
	 	 	Title:	 	 	Authorized Signatory






by1




Name:




Title:




	 	1	 	For any Lender requiring a second signature line.






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