Exhibit 10.16

                                SECOND AMENDMENT

                            dated as of July 26, 2002

                                       to

                                 $1,000,000,000

                                CREDIT AGREEMENT

                                   dated as of

                           August 3, 2000, as amended,

                                      among

                      John Hancock Financial Services, Inc.

                      John Hancock Life Insurance Company,

                            The Banks Listed Herein,

                              Fleet National Bank,
                           as Co-Administrative Agent,

                              JPMorgan Chase Bank,
                           as Co-Administrative Agent,

                               Citicorp USA, Inc.,
                              as Syndication Agent,

                              The Bank of New York,
                  as Co-Documentation Agent (364-Day Revolver),

                                       and

                            The Bank of Nova Scotia,
                  as Co-Documentation Agent (364-Day Revolver)

                             Fleet Securities, Inc.,
                                       and
                           J.P. Morgan Securities Inc.
                                       as
                   Joint Bookrunners and Joint Lead Arrangers
<PAGE>

                      SECOND AMENDMENT TO CREDIT AGREEMENT

            SECOND AMENDMENT TO CREDIT AGREEMENT ("Second Amendment") dated as
of July 26, 2002, among JOHN HANCOCK FINANCIAL SERVICES, INC. ("JHFS"), JOHN
HANCOCK LIFE INSURANCE COMPANY ("JHLIC" and, collectively with JHFS, the
"Borrowers"), the BANKS listed on the signature pages hereof, FLEET NATIONAL
BANK, as co-administrative agent, and JPMORGAN CHASE BANK (f/k/a The Chase
Manhattan Bank), as co-administrative agent.

            WHEREAS, the Borrowers, John Hancock Capital Corporation ("JHCC"),
the Banks, and the Agent entered into to a Credit Agreement dated as of August
3, 2000 ("Original Credit Agreement") pursuant to which the Banks agreed, on the
terms and conditions stated therein, to extend credit to the Borrowers and JHCC
pursuant to a 364-Day Revolving Credit Facility ("364-Day Revolver") and a
Multi-Year Revolving Credit Facility ("Multi-Year Revolver");

            WHEREAS, the Borrowers, the Banks, and the Agent entered into a
First Amendment to Credit Agreement dated as of July 27, 2001 ("First
Amendment") pursuant to which the parties made certain amendments to the
Original Credit Agreement (as so amended, the "First Amended Credit Agreement")
so as, among other things, (i) to acknowledge the termination of JHCC as a
Borrower thereunder, (ii) to renew the 364-Day Revolver for an additional
364-day period commencing on the date of the First Amendment, (iii) to
reallocate the 364-Day Commitment of BankOne, NA (Main Office Chicago), (iv) to
clarify the Borrowers' reporting obligations concerning their financial
covenants, and (v) to eliminate commercial paper ratings as a basis for
determining pricing with respect to the 364-Day Revolver;

            WHEREAS, the Borrowers have requested that the Banks make certain
further amendments to the First Amended Credit Agreement so as, among other
things, (i) to renew the 364-Day Revolver for an additional 364-day period
commencing on the date of the Second Amendment, (ii) to amend the pricing for
the 364-Day Revolver to include a premium of 15 basis points in the event the
Borrowers exercise the one-year term-out option thereunder, (iii) to eliminate
the Adjusted Statutory Surplus covenant and JHLIC's reporting obligations with
respect thereto and to amend the remaining financial covenants applicable to
both the 364-Day Revolver and the Multi-Year Revolver, (iv) to amend the
conditions for optional increases in the aggregate Commitments under the 364-Day
Revolver or the Multi-Year Revolver, and (v) to reallocate the 364-Day
Commitments of Lehman Commercial Paper, Inc., The Northern Trust Company, and
Westdeutsche Landesbank Gerozentrale, New York Branch (each an "Exiting Bank"
and, collectively, the "Exiting Banks"); and

            WHEREAS, the Banks are willing to make such amendments on the terms
and conditions set forth in this Second Amendment;


                                      -1-
<PAGE>

            NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

      1. Definitions. All capitalized terms used but not defined herein shall
have the same meanings herein as such terms have in the First Amended Credit
Agreement.

      2. Amendments to First Amended Credit Agreement. Upon the terms and
subject to the conditions of this Second Amendment, the First Amended Credit
Agreement is hereby amended in each of the following respects:

            (a) The definition of "Expiration" in Section 1.01 of the First
      Amended Credit Agreement is amended to read in its entirety as follows:

                  ""Expiration" means, with respect to the 364-Day Revolver, the
      364th day after the Second Amendment Effective Date or, if extended in
      accordance with Section 2.06(b), the 364th day after the immediately
      preceding Expiration."

            (b) The definition of "364-Day Termination Date" in Section 1.01 of
      the First Amended Credit Agreement is amended to read in its entirety as
      follows:

                  ""364-Day Termination Date" means the 364th day after the
      Second Amendment Effective Date, or if the maturity of the 364-Day
      Revolver shall have been extended pursuant to Section 2.06(b) hereof, the
      364th day after the immediately preceding Expiration."

            (c) The definition of "Permitted Collateralization Obligation" in
      Section 1.01 of the First Amended Credit Agreement is amended to read in
      its entirety as follows:

                  ""Permitted Collateralization Obligation" means any obligation
      relating to REMICs, pass-through obligations, collateralized mortgage
      obligations, collateralized bond obligations or similar instruments,
      except an obligation of JHFS, JHLIC or any Subsidiary (excluding any
      Subsidiary that is the issuer of the REMIC, pass-through obligation,
      collateralized mortgage obligation, collateralized bond obligation or
      similar instrument) to the extent that such obligation requires a cash
      payment by JHFS, JHLIC or such Subsidiary, recourse for the payment of
      which is not limited to specific assets of JHFS, JHLIC or such Subsidiary
      (excluding any obligation of JHFS, JHLIC or such Subsidiary (i) to make
      advances in connection with the servicing of such REMIC, pass-through
      obligation, collateralized mortgage obligation, collateralized bond
      obligation or similar instrument, (ii) to repurchase collateral, or (iii)
      to provide indemnification for certain liabilities arising from
      misrepresentations in and omissions of material facts from offering
      materials for such obligations so long as claims for such
      misrepresentations or omissions remain inchoate and unasserted)."

            (d) Section 1.01 of the First Amended Credit Agreement is amended by
      inserting the following new definitions:


                                      -2-
<PAGE>

                  ""Second Amendment" means the Second Amendment to Credit
      Agreement dated as of July 26, 2002."

                  ""Second Amendment Effective Date" means the date on which the
      Second Amendment becomes effective in accordance with Section 5 thereof."

            (e) The last sentence of Section 2.06(a) of the First Amended Credit
      Agreement is amended to read in its entirety as follows:

                  "If the Borrowers choose the first anniversary of the last
      Expiration of the 364-Day Revolver as the Final Maturity Date, (x) no
      additional Borrowings shall be permitted under the 364-Day Revolver
      between such Expiration and the Final Maturity Date, and (y) with respect
      to all principal amounts outstanding under the 364-Day Revolver, the
      applicable interest rate shall be determined as otherwise provided herein
      plus a premium of 15 basis points until the earlier of payment in full or
      the Final Maturity Date."

            (f) Section 2.09A(c)(iii) of the First Amended Credit Agreement is
      amended to read in its entirety as follows:

                  "(iii) on the Increased Commitment Date, JHFS's senior
      unsecured long-term debt ratings from S&P and Moody's are at least A and
      A3, respectively, and JHLIC's financial strength ratings from S&P and
      Moody's are at least AA and Aa3, respectively."

            (g) Section 5.01(e) of the First Amended Credit Agreement is deleted
      in its entirety.

            (h) Section 5.08 of the First Amended Credit Agreement is deleted in
      its entirety.

            (i) Section 5.08A of the First Amended Credit Agreement is amended
      to read in its entirety as follows:

                  "SECTION 5.08A. Shareholders' Equity. JHFS will not, at any
      time, permit GAAP total shareholders' equity as would be or is shown on
      JHFS' consolidated balance sheet as of such time prepared in accordance
      with GAAP (after excluding unrealized appreciation and depreciation on
      certain investments pursuant to FAS 115) to be less than $4,000,000,000."

            (j) Section 5.09 of the First Amended Credit Agreement is amended to
      read in its entirety as follows:

                  "SECTION 5.09. Capitalization Ratio. JHFS will not, at any
      time, permit the ratio of (a) total GAAP short- and long-term debt to (b)
      GAAP total shareholders'


                                      -3-
<PAGE>

      equity (after excluding unrealized appreciation and depreciation on
      certain investments pursuant to FAS 115) plus total GAAP short- and
      long-term debt, in each case as would be or is shown on JHFS' consolidated
      balance sheet as of such time prepared in accordance with GAAP, to be
      greater than 0.40:1:00; provided, that for purposes of calculating total
      GAAP short- and long-term debt, the following shall not be included: (w)
      obligations for which recourse for payment is limited to specified assets
      of such Person, (x) Permitted Collateralization Obligations, (y)
      obligations of a Person which is an insurance company (1) which arise in
      connection with policies or contracts of insurance, funding agreements and
      other similar contracts entered into in the ordinary conduct of such
      Person's insurance business or (2) to the extent that recourse for the
      payment of such obligations is limited to assets held in separate accounts
      of such Person, and (z) obligations issued under the John Hancock Life
      Insurance Company SignatureNotes(sm) program as from time to time in
      effect."

            (k) Exhibit L to the First Amended Credit Agreement is amended to
      read in its entirety as set forth in Exhibit L attached hereto.

      3. Amendments to 364-Day Revolver Notes. Each of the 364-Day Revolver
Notes (other than the Exiting Bank Notes (as defined below)) is amended by
changing the date at the top of such note to the date of the Second Amendment
Effective Date.

      4. Amendments to 364-Day Commitments. The 364-Day Commitment of each
Exiting Bank under the 364-Day Revolver is hereby terminated as of the Second
Amendment Effective Date, and each Exiting Bank is hereby released from its
obligations under the First Amended Credit Agreement with respect to the 364-Day
Revolver (but not with respect to the Multi-Year Revolver) as of the Second
Amendment Effective Date. From and after the Second Amendment Effective Date,
the 364-Day Commitments shall be allocated among the Banks as reflected on the
signature pages hereof under the heading "364-Day Commitments."

      5. Conditions Precedent. The amendments and agreements set forth in
Sections 2, 3, and 4 above shall become effective only upon the satisfaction of
the following conditions:

            (a) receipt by the Agent of counterparts hereof signed by each of
      the parties hereto (or, in the case of any party as to which an executed
      counterpart shall not have been received, receipt by the Agent in form
      satisfactory to it of telegraphic, telex or other written confirmation
      from such party of the execution and delivery of a counterpart hereof by
      such party);

            (b) receipt by the Agent of each Exiting Bank's 364-Day Revolver
      Notes (the "Exiting Bank Notes") for cancellation, and receipt by the
      Borrowers of the Exiting Bank Notes marked "Canceled" by the Agent;
      provided, that if any Exiting Bank shall be unable to produce one or more
      of its original Notes for cancellation, such Exiting Bank shall have
      delivered, and the Agent and Borrowers shall have received, an affidavit
      of an officer of such Exiting Bank as to the loss, theft, destruction or
      mutilation of such Note(s) and certifying that such Note(s) are satisfied
      in full and are to be canceled by the Agent,


                                      -4-
<PAGE>

      and such Exiting Bank's unsecured agreement of indemnity concerning any
      claim under such canceled Note(s);

            (c) the fact that all amounts payable by the Borrowers on or before
      the Second Amendment Effective Date (including the fees then payable, if
      any, pursuant to Section 2.08 of the First Amended Credit Agreement) shall
      have been paid in full;

            (d) receipt by the Agent of an opinion of Alan R. Seghezzi, Vice
      President and Counsel of JHLIC, addressed to the Agent and the Banks, in
      form and substance satisfactory to the Agent;

            (e) receipt by the Agent of an opinion of Goulston & Storrs, P.C.,
      special counsel for the Agent, addressed to the Agent and the Banks, in
      form and substance satisfactory to the Agent; and

            (f) receipt by the Agent of all documents it may reasonably request
      relating to the existence of each Borrower, the corporate authority for
      and the validity of this Second Amendment, and any other matters relevant
      hereto, all in form and substance satisfactory to the Agent;

provided that this Second Amendment shall not become effective or be binding on
any party hereto unless all of the foregoing conditions are satisfied not later
than July 26, 2002. At the closing, the Agent or its counsel shall deliver a
notice to the Borrowers and the Banks advising them of the Second Amendment
Effective Date, and such notice shall be conclusive and binding on all parties
hereto.

      6. Representations and Warranties. Each Borrower severally represents and
warrants, but only with respect to itself, that:

            (a) Representations in First Amended Credit Agreement. Each of the
      representations and warranties made by such Borrower in the First Amended
      Credit Agreement is true, correct and complete on and as of the date
      hereof with the same full force and effect as if each of such
      representations and warranties had been made by the Borrower on the date
      hereof and in this Second Amendment (except to the extent such
      representations and warranties expressly relate to an earlier date).

            (b) No Defaults or Events of Default. No Default or Event of Default
      exists on the date of this Second Amendment (after giving effect to all of
      the arrangements and transactions contemplated by this Second Amendment).

            (c) Binding Effect of Documents. This Second Amendment has been duly
      authorized, executed and delivered by such Borrower and is in full force
      and effect as of the date hereof, and the agreements and obligations of
      such Borrower contained herein constitute the legal, valid, and binding
      obligations of such Borrower enforceable against such Borrower in
      accordance with its terms.


                                      -5-
<PAGE>

      7. Miscellaneous. This Second Amendment may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed an
original, but all of which together shall constitute one instrument. In making
proof of this Second Amendment, it shall not be necessary to produce or account
for more than one counterpart thereof signed by each of the parties hereto.
Except to the extent specifically amended and supplemented hereby, all of the
terms, conditions and provisions of the First Amended Credit Agreement and the
Notes shall remain unmodified, and the First Amended Credit Agreement and the
Notes, as amended and supplemented by this Second Amendment, are confirmed as
being in full force and effect, and each Borrower hereby ratifies and confirms
all of its agreements and obligations contained therein. This Second Amendment
and the rights and obligations of each of the parties hereto shall be governed
by and interpreted in accordance with the laws of the Commonwealth of
Massachusetts without regard to conflicts of laws principles. This Second
Amendment shall be binding upon and inure to the benefit of each of the parties
hereto and their respective successors in title and assigns.

                         [Signatures begin on next page]


                                      -6-
<PAGE>

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


JOHN HANCOCK FINANCIAL SERVICES,         JOHN HANCOCK LIFE INSURANCE
INC.                                     COMPANY

By:    /s/ Gregory P. Winn               By:    /s/ Gregory P. Winn
       ------------------------------           ------------------------------
Title: Vice President and Treasurer      Title: Vice President and Treasurer
       ------------------------------           ------------------------------


By:    /s/ Julie H. Indge                By:    /s/ Julie H. Indge
       ------------------------------           ------------------------------
Title: Assistant Treasurer               Title: Assistant Treasurer
       ------------------------------           ------------------------------

200 Clarendon Street, T-58               200 Clarendon Street, T-58
Boston, Massachusetts  02117             Boston, Massachusetts 02117
Attention:  Treasurer                    Attention:  Treasurer
Fax:  (617) 572-0411                     Fax:  (617) 572-0411
Telex number: 62021772                   Telex number: 62021772
with a copy to:                          with a copy to:
John Hancock Financial Services, Inc.    John Hancock Financial Services, Inc.
200 Clarendon Street                     200 Clarendon Street
Boston, Massachusetts  02117             Boston, Massachusetts  02117
Attention: Investment Law                Attention: Investment Law
Fax: (617) 572-9269                      Fax: (617) 572-9269


                                      -7-
<PAGE>

   364-Day               Multi-Year
Commitments              Commitments
-----------              -----------

$32,250,000              $80,000,000            FLEET NATIONAL BANK
                                                ("Co-Administrative Agent")


                                                By: /s/ Lawrence C. Bigelow
                                                    ----------------------------
                                                Title: Managing Director
                                                       -------------------------

$32,250,000              $40,000,000            JPMORGAN CHASE BANK
                                                ("Co-Administrative Agent")


                                                By: /s/ Heather Lindstrom
                                                    ----------------------------
                                                Title: Vice President
                                                       -------------------------

$32,000,000              $40,000,000            CITICORP USA, INC.
                                                ("Syndication Agent")


                                                By: /s/ David A. Dodge
                                                    ----------------------------
                                                Title: Managing Director
                                                       -------------------------

$32,000,000              $30,312,500            THE BANK OF NOVA SCOTIA
                                                ("Co-Documentation Agent" -
                                                364-Day)


                                                By: /s/ John W. Campbell
                                                    ----------------------------
                                                Title: Managing Director
                                                       -------------------------

$32,000,000              $10,000,000            THE BANK OF NEW YORK
                                                ("Co-Documentation Agent" -
                                                364-Day)


                                                By: /s/ Gary Overton
                                                    ----------------------------
                                                Title: Vice President
                                                       -------------------------

$28,000,000              $30,312,500            BARCLAYS BANK PLC


                                                By: /s/ Alison A. McGuigan
                                                    ----------------------------
                                                Title: Associate Director
                                                       -------------------------

<PAGE>

   364-Day               Multi-Year
Commitments              Commitments
-----------              -----------

$28,000,000              $30,312,500            BNP PARIBAS


                                                By: /s/ Phil Truesdale
                                                    ----------------------------
                                                Title: Director
                                                       -------------------------


                                                By: /s/ Laurent Vanderzyppe
                                                    ----------------------------
                                                Title: Director
                                                       -------------------------

$28,000,000              $30,312,500            CREDIT SUISSE FIRST BOSTON


                                                By: /s/ Jay Chall
                                                    ----------------------------
                                                Title: Director
                                                       -------------------------


                                                By: /s/ Jeffrey Bernstein
                                                    ----------------------------
                                                Title: Vice President
                                                       -------------------------

$28,000,000              $30,312,500            DEUTSCHE BANK AG, NEW YORK
                                                AND/OR CAYMAN ISLAND BRANCHES


                                                By: /s/ John S. McGill
                                                    ----------------------------
                                                Title: Director
                                                       -------------------------


                                                By: /s/ Clinton M. Johnson
                                                    ----------------------------
                                                Title: Managing Director
                                                       -------------------------

$28,000,000              $30,312,500            ROYAL BANK OF CANADA


                                                By: /s/ Gabriella King
                                                    ----------------------------
                                                Title: Senior Manager
                                                       -------------------------

<PAGE>

   364-Day               Multi-Year
Commitments              Commitments
-----------              -----------


$28,000,000              $30,312,500            WACHOVIA BANK, N.A.


                                                By: /s/ Lance P. Black
                                                    ----------------------------
                                                Title: Director
                                                       -------------------------

$24,500,000              $30,312,500            COMERICA BANK


                                                By: /s/ Stacey V. Judd
                                                    ----------------------------
                                                Title: Account Officer
                                                       -------------------------

$24,500,000              $22,500,000            STATE STREET BANK AND
                                                TRUST COMPANY


                                                By: /s/ Lise Anne Boutiette
                                                    ----------------------------
                                                Title: Vice President
                                                       -------------------------

         $0              $22,500,000            WESTDEUTSCHE LANDESBANK
                                                GIROZENTRALE, NEW YORK BRANCH


                                                By: /s/ Lillian Tung Lum
                                                    ----------------------------
                                                Title: Executive Director
                                                       -------------------------


                                                By: /s/ Martin Clements
                                                    ----------------------------
                                                Title: Director
                                                       -------------------------

$24,500,000              $22,500,000            BANK OF AMERICA, N.A.


                                                By: /s/ Mehul D. Mehta
                                                    ----------------------------
                                                Title: Principal
                                                       -------------------------
<PAGE>

   364-Day               Multi-Year
Commitments              Commitments
-----------              -----------

         $0              $20,000,000            THE NORTHERN TRUST COMPANY


                                                By: /s/ Marcia Saper
                                                    ----------------------------
                                                Title: Vice President
                                                       -------------------------

$24,500,000                       $0            ABN AMRO BANK N.V.


                                                By: /s/ Neil R. Stein
                                                    ----------------------------
                                                Title: Vice President
                                                       -------------------------


                                                By: /s/ Michael DeMarco
                                                    ----------------------------
                                                Title: Corporate Banking Officer
                                                       -------------------------

         $0                       $0            LEHMAN COMMERCIAL PAPER INC.


                                                By: /s/ Michele Swanson
                                                    ----------------------------
                                                Title: Authorized Signatory
                                                       -------------------------

$24,500,000                       $0            LEHMAN BROTHERS BANK, FSB


                                                By: /s/ Gary Taylor
                                                    ----------------------------
                                                Title: Vice President
                                                       -------------------------

$24,500,000                       $0            MORGAN STANLEY BANK


                                                By: /s/ Jaap L. Tonckens
                                                    ----------------------------
                                                Title: Vice President
                                                       -------------------------
<PAGE>

   364-Day               Multi-Year
Commitments              Commitments
-----------              -----------

$24,500,000                       $0            HSBC BANK USA


                                                By: /s/ Anthony C. Valencourt
                                                    ----------------------------
                                                Title: Head of Insurance
                                                       -------------------------

----------------         ----------------
Total 364-Day            Total Multi-Year
Commitments              Commitments

$500,000,000             $500,000,000


                              FLEET NATIONAL BANK, as Agent


                              By: /s/ Lawrence C. Bigelow
                                  -----------------------
                              Title: Managing Director, Financial Institutions
                              Division
                              100 Federal Street
                              Boston, Massachusetts 02110
                              Attention:  Lawrence C. Bigelow
                              Fax:  (617) 434-1096

                              JPMORGAN CHASE BANK, as Agent


                              By: /s/ Heather Lindstrom
                                  ---------------------
                              Title:  Vice President
                              270 Park Avenue, 15th Floor
                              New York, New York 10017
                              Attention:  Heather Lindstrom
                              Fax:  (212) 270-0412
<PAGE>

                                                                     EXHIBIT L

<TABLE>
<CAPTION>
Senior Unsecured Long Term Debt Ratings - 364-Day Revolver
--------------------------------------------------------------------------------------------------------------------------
                                                          Applicable       Drawn Cost       Applicable
                   S & P or Moody's       Facility       Euro-Dollar     (=<50% usage)         Usage           All-In
 Rating Level           Rating           Fee (bps.)     Margin (bps.)        (bps.)         Fee (bps.)       Drawn Cost
--------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                   <C>              <C>              <C>               <C>             <C>
 I                    =>AAA/=>Aaa           4.0              13.5             17.5              5.0             22.5
--------------------------------------------------------------------------------------------------------------------------
 II                   =>AA-/=>Aa3           5.0              15.0             20.0              5.0             25.0
--------------------------------------------------------------------------------------------------------------------------
 III                   =>A+/=>A1            6.0              19.0             25.0              5.0             30.0
--------------------------------------------------------------------------------------------------------------------------
 IV                     <A+/<A1             7.0              23.0             30.0              5.0             35.0
--------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Senior Unsecured Long Term Debt Ratings - Multi-Year Revolver
--------------------------------------------------------------------------------------------------------------------------
                                                          Applicable       Drawn Cost       Applicable
                   S & P or Moody's       Facility       Euro-Dollar     (=<50% usage)         Usage           All-In
 Rating Level           Rating           Fee (bps.)     Margin (bps.)        (bps.)         Fee (bps.)       Drawn Cost
--------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                   <C>              <C>              <C>               <C>             <C>
 I                    =>AAA/=>Aaa           6.0              11.5             17.5              5.0             22.5
--------------------------------------------------------------------------------------------------------------------------
 II                   =>AA-/=>Aa3           7.0              13.0             20.0              5.0             25.0
--------------------------------------------------------------------------------------------------------------------------
 III                   =>A+/=>A1            8.0              17.0             25.0              5.0             30.0
--------------------------------------------------------------------------------------------------------------------------
 IV                     <A+/<A1             9.0              21.0             30.0              5.0             35.0
--------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Commercial Paper Ratings - Multi-Year Revolver
---------------------------------------------------------------------------------------------------------------------------
                                                           Applicable       Drawn Cost       Applicable
                   S & P or Moody's       Facility        Euro-Dollar     (=<50% usage)        Usage            All-In
 Rating Level           Rating           Fee (bps.)      Margin (bps.)        (bps.)         Fee (bps.)       Drawn Cost
---------------------------------------------------------------------------------------------------------------------------
<S>               <C>                       <C>               <C>              <C>             <C>               <C>
 I                A-1+/P-1                   7.0              10.5             17.5             5.0              22.5
---------------------------------------------------------------------------------------------------------------------------
 II               A-1/P-1                    7.0              18.0             25.0             5.0              30.0
---------------------------------------------------------------------------------------------------------------------------
 III              A-2/P-2                   10.0              25.0             35.0            10.0              45.0
---------------------------------------------------------------------------------------------------------------------------
 IV               <A-2/<P-2                 15.0              35.0             50.0            12.5              62.5
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Rating Level of each Eligible Borrower shall be determined as follows: (a)
with respect to the 364-Day Revolver, the highest senior unsecured long term
debt rating of such Eligible Borrower as provided by S&P or Moody's, and (b)
with respect to the Multi-Year Revolver, (i) if S&P and/or Moody's has assigned
a rating to the senior unsecured long term debt of such Eligible Borrower, the
highest of such ratings, or (ii) if neither S&P nor Moody's has assigned a
rating to the senior unsecured debt of such Eligible Borrower, then the highest
short term Commercial Paper rating of such Eligible Borrower as provided by S&P
or Moody's.

Applicable Euro-Dollar Margins shall be determined first according to the
Ratings Level of the Eligible Borrower making the borrowing.

The Applicable Usage Fee shall be determined by Rating Level of the Eligible
Borrower which yields the highest Applicable Usage Fee. The Applicable Usage Fee
shall apply only to Euro-Dollar Loans.

The Facility Fee shall be determined by the Rating Level of the Eligible
Borrower which yields the highest Facility Fee.

If the Borrowers exercise the one-year term-out-option with respect to Committed
Loans under the 364-Day Revolver, a premium of 15 basis points will be added to
the drawn cost thereunder.


                                       L-1