Contract

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.

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/ Xxxx X. Xxxxxxxx

		Name: Xxxx X. Xxxxxxxx
		Title: Senior Vice President and Treasurer


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

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/ Xxxxxxx XxXxxxx

	Name: Title:	Xxxxxxx XxXxxxx Vice President


by¹
	/s/	Xxxxxx X. Xxxxxxx
	Name:	Xxxxxx X. Xxxxxxx
	Title: Director

Name of Lender: Bank of America N.A.


by
	/s/ Xxxxx Xxxxxxx

	Name: Title:	Xxxxx Xxxxxxx Vice President

Name of Lender: The Bank of New York


by
	/s/ Xxxxxxx X. Xxxx

	Name: Title:	Xxxxxxx X. Xxxx Vice President

Name of Lender: Branch Banking and Trust Company


by
	/s/ Xxxxxx X. Xxxxxxx

	Name: Title:	Xxxxxx X. Xxxxxxx Senior Vice President

Name of Lender: CITIBANK, N.A.


by
	/s/ Xxxxx Xxxxxxx

	Name: Title:	Xxxxx Xxxxxxx Managing Director

Name of Lender: Deutsche Bank AG New York Branch


by
	/s/ Xxxxxxx Xxxxxx

	Name: Title:	Xxxxxxx Xxxxxx Managing Director


by¹
	/s/	Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Vice President

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

The Royal Bank of Scotland plc


by
	/s/ Xxxxxx X. Xxxxx

	Name: Title:	Xxxxxx X. Xxxxx Vice President

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


by
	/s/ Xxxxxx X. Xxxxxxx

	Name: Title:	Xxxxxx X. Xxxxxxx Vice President

Name of Lender: Sumitomo Mitsui Banking Corporation


by
	/s/ Xxxxxxxxx Xxxxxxxxx

	Name: Title:	Xxxxxxxxx Xxxxxxxxx General Manager

Name of Lender: SunTrust Banks


by
	/s/ W. Xxxxxxx Xxxxxxxx

	Name: Title:	W. Xxxxxxx Xxxxxxxx Director

Name of Lender: US Bank, National Association


by
	/s/ Xxxxxxx XxXxxx

	Name: Title:	Xxxxxxx XxXxxx Vice President

Name of Lender: Wachovia Bank, National Association


by
	/s/ Xxxxxxxx Xxxxxxxxx

	Name: Title:	Xxxxxxxx Xxxxxxxxx Vice President


Name of Lender:The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
New York Branch
by	/s/ Xxxxx Xxxxxxxx

	Name: Title:	Xxxxx Xxxxxxxx Authorized Signatory

Name of Lender: UBS Loan Finance LLC


by
	/s/ Xxxx X. Xxxx

	Name: Title:	Xxxx X. Xxxx Associate Director


by¹
	/s/	Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Associate Director

Name of Lender: Xxxxx Fargo Bank, National Association


by
	/s/ Xxxx X. XxXxxxxx

	Name: Title:	Xxxx X. XxXxxxxx Senior Vice President

Name of Lender: State Street Bank and Trust Company


by
	/s/ Xxxxxx X. Xxxxxxxx

	Name: Title:	Xxxxxx X. Xxxxxxxx Vice President

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


by
	/s/ Xxxx Xxxxxx

	Name: Title:	Xxxx Xxxxxx Assistant Vice President

Name of Lender: Xxxxxxx Bank, National Association


by
	/s/ Xxxxxxxx Xxxxx

	Name: Title:	Xxxxxxxx Xxxxx Vice President

Name of Lender: Credit Suisse, Cayman Islands Branch


by
	/s/ Xxx Xxxxx

	Name: Title:	Xxx Xxxxx Director


by¹
	/s/	Xxxxxxxx Xxxxxxx
	Name:	Xxxxxxxx Xxxxxxx
	Title:	Assistant Vice President

Name of Lender: Xxxxxx Commercial Paper Inc.


by
	/s/ Xxxxx Xxxx

	Name: Title:	Xxxxx Xxxx Authorized Signatory

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


by
	/s/ Xxxxxxxx Xxxx

	Name: Title:	Xxxxxxxx Xxxx Senior Vice President

For any Lender requiring a second signature line.

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