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.

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.


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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.


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