Exhibit 10.16

                                 FIRST AMENDMENT

                                       to

                                 $1,000,000,000

                                CREDIT AGREEMENT

                                   dated as of

                                 August 3, 2000

                                      among

                      John Hancock Financial Services, Inc.

                      John Hancock Life Insurance Company,

                            The Banks Listed Herein,

                              Fleet National Bank,
                           as Co-Administrative Agent,

                            The Chase Manhattan Bank,
                           as Co-Administrative Agent,

                               Citicorp USA, Inc.,
                              as Syndication Agent,

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

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

                                       and

                                   BankOne, NA
                             (Main Office Chicago),
                  as Documentation Agent (Multi-Year Revolver)

                             Fleet Securities, Inc.,
                                       and
                          J.P. Morgan Securities, Inc.
                                       as
                  Joint Book Managers and Joint Lead Arrangers

<PAGE>

                       FIRST AMENDMENT TO CREDIT AGREEMENT

            FIRST AMENDMENT TO CREDIT AGREEMENT ("First Amendment") dated as of
July 27, 2001, 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 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 ("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 have requested that the Banks make certain
amendments to the 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 this First
Amendment, (iii) to reallocate the 364-Day Commitment of BankOne, NA (Main
Office Chicago) (the "Exiting Bank"), (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; and

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

            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 Credit Agreement.

      2. Termination of JHCC as a Borrower. The parties hereto acknowledge that
(i) no Loans are outstanding to JHCC as of the First Amendment Effective Date
(as defined below), and (ii) JHCC is being terminated as a Borrower under the
Credit Agreement as of such date pursuant to a JHCC Termination Notice that
complies with Section 9.09 of the Credit Agreement, a copy of which is attached
hereto as Exhibit 1. From and after the First Amendment Effective Date, the
Banks shall have no further commitments to make Loans to JHCC and JHCC shall
have no further rights or obligations as a Borrower under the Credit Agreement.
The parties further acknowledge and agree that, from and after the First
Amendment Effective Date, all representations, warranties, covenants, and other
terms and conditions concerning JHCC, the JHCC Termination Notice, the Company
Assumption Agreement, the Guarantee Agreement, and the Support Agreement in the
Credit Agreement and the Exhibits thereto shall have no further force and effect
and shall be disregarded. Without limiting the foregoing, Section 3.02(e),
Section 4.05(b), the second sentence of Section 4.11, Section 5.01(b), Section
5.01(d), Section 5.11, Section 5.13, Section 6.01(g), Section 6.01(h), Section
6.01(o), Section 6.01(p), and Section 6.01(q) of the Credit Agreement are hereby
deleted in their entirety without substitution therefor.

      3. Eligibility of JHFS as a Borrower. The parties hereto acknowledge that
JHFS is a Borrower and an Eligible Borrower, as those terms are defined in the
Credit Agreement, because it has received public commercial paper ratings from
both S&P and Moody's of at least A-1 and P-1, respectively, and it has delivered
to the Agent resolutions of its Board of Directors specifically authorizing it
to enter into the Credit Agreement and to make Borrowings thereunder.

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


                                       2
<PAGE>

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

                  ""Level I Rating" means, with respect to any Borrower, (a)
      with respect to the 364-Day Revolver, a senior unsecured long-term debt
      rating of at least AAA from S&P or at least Aaa from 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 Borrower, then a
      rating of at least AAA from S&P or at least Aaa from Moody's, or (ii) if
      neither S&P nor Moody's has assigned a rating to the senior unsecured
      long-term debt of such Borrower, then public commercial paper ratings of
      A-1+ from S&P or P-1 from Moody's."

            (c) The definition of "Level II Rating" in Section 1.01 of the
      Credit Agreement is amended to read in its entirety as follows:

                  ""Level II Rating" means, with respect to any Borrower, (a)
      with respect to the 364-Day Revolver, a senior unsecured long-term debt
      rating of at least AA- from S&P or at least Aa3 from 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 Borrower, then a
      rating of at least AA- from S&P or at least Aa3 from Moody's, or (ii) if
      neither S&P nor Moody's has assigned a rating to the senior unsecured
      long-term debt of such Borrower, then public commercial paper ratings of
      A-1 from S&P or P-1 from Moody's."

            (d) The definition of "Level III Rating" in Section 1.01 of the
      Credit Agreement is amended to read in its entirety as follows:

                  ""Level III Rating" means, with respect to any Borrower, (a)
      with respect to the 364-Day Revolver, a senior unsecured long-term debt
      rating of at least A+ from S&P or at least A1 from 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 Borrower, then a
      rating of at least A+ from S&P or at least A1 from Moody's, or (ii) if
      neither S&P nor Moody's has assigned a rating to the senior unsecured
      long-term debt of such Borrower, then public commercial paper ratings of
      A-2 from S&P or P-2 from Moody's."

            (e) The definition of "Level IV Rating" in Section 1.01 of the
      Credit Agreement is amended to read in its entirety as follows:

                  ""Level IV Rating" means, with respect to any Borrower, (a)
      with respect to the 364-Day Revolver, senior unsecured long-term debt
      ratings (if assigned) of below A+ from S&P and below A1 from 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 Borrower,
      then ratings (if assigned) of below A+ from S&P and below A1 from Moody's,
      or (ii) if neither S&P nor Moody's has assigned a rating to the senior
      unsecured long-term debt of such Borrower, then public commercial paper
      ratings of less than A-2 from S&P and less than P-2 from Moody's."

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

                  ""364-Day Termination Date" means the 364th day after the
      First 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."


                                       3
<PAGE>

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

                  ""First Amendment" means the First Amendment to Credit
      Agreement dated as of July 27, 2001."

                  ""First Amendment Effective Date" means the date on which the
      First Amendment becomes effective in accordance with Section 7 thereof."

            (h) Section 5.01(e) of the Credit Agreement is amended to read in
      its entirety as follows:

                  "(e) simultaneously with the delivery of each set of financial
      statements referred to in clauses (a) and (c) above, a certificate of a
      Senior Financial Officer of JHLIC (i) setting forth in reasonable detail
      the calculations required to establish whether JHLIC was in compliance
      with the requirements of Section 5.08 on the date of such financial
      statements and (ii) stating whether to his or her knowledge any Default
      exists on the date of such certificate and, if any Default then exists,
      setting forth the details thereof and the action which JHLIC is taking or
      proposes to take with respect thereto;"

            (i) Section 5.01 of the Credit Agreement is amended by inserting the
      following new subsection (n):

                  "(n) simultaneously with the delivery of each set of financial
      statements referred to in clauses (f), (g) and (h) above, a certificate of
      a Senior Financial Officer of JHFS (i) setting forth in reasonable detail
      the calculations required to establish whether JHFS was in compliance with
      the requirements of Sections 5.08A and 5.09 on the date of such financial
      statements and (ii) stating whether to his or her knowledge any Default
      exists on the date of such certificate and, if any Default then exists,
      setting forth the details thereof and the action which JHFS is taking or
      proposes to take with respect thereto."

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

      5. 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 First Amendment
Effective Date.

      6. Amendments to 364-Day Commitments. The 364-Day Commitment of the
Exiting Bank under the 364-Day Revolver is hereby terminated as of the First
Amendment Effective Date, and the Exiting Bank is hereby released from its
obligations under the Credit Agreement with respect to the 364-Day Revolver (but
not with respect to the Multi-Year Revolver) as of the First Amendment Effective
Date. From and after the First 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." From and after the First Amendment
Effective Date, The Bank of New York and The Bank of Nova Scotia shall replace
the Exiting Bank as Documentation Agent with respect to the 364-Day Revolver and
shall serve as Co-Documentation Agents.

      7. Conditions Precedent. The amendments and agreements set forth in
Sections 2, 3, 4, 5 and 6 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);


                                       4
<PAGE>

            (b) receipt by the Agent of a JHCC Termination Notice signed by the
      Borrowers and JHCC, which notice complies with Section 9.09 of the Credit
      Agreement and is substantially in the form of Exhibit G thereto;

            (c) receipt by the Agent of the 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 the 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, and such Exiting Bank's
      unsecured agreement of indemnity concerning any claim under such canceled
      Note(s);

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

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

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

            (g) 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 First Amendment, and any other matters relevant
      hereto, all in form and substance satisfactory to the Agent;

provided that this First Amendment shall not become effective or be binding on
any party hereto unless all of the foregoing conditions are satisfied not later
than July 27, 2001. At the closing, the Agent or its counsel shall deliver a
notice to the Borrowers and the Banks advising them of the First Amendment
Effective Date, and such notice shall be conclusive and binding on all parties
hereto.

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

            (a) Representations in Credit Agreement. Each of the representations
      and warranties made by such Borrower in the 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 First 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 First Amendment (after giving effect to all of
      the arrangements and transactions contemplated by this First Amendment).

            (c) Binding Effect of Documents. This First 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.

      9. Miscellaneous. This First 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 First 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 Credit Agreement and the Notes shall
remain unmodified, and the Credit Agreement and the Notes, as amended and
supplemented by this First Amendment, are


                                       5
<PAGE>

confirmed as being in full force and effect, and each Borrower hereby ratifies
and confirms all of its agreements and obligations contained therein. This First
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 First
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 First Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.

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


By: _____________________________          By: _____________________________

Title: __________________________          Title: __________________________


By: _____________________________          By: _____________________________

Title: __________________________          Title: __________________________

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
-----------            -----------

$32,500,000            $40,000,000               FLEET NATIONAL BANK
                                                 ("Co-Administrative Agent")


                                                 By:________________________
                                                 Title:_____________________

$32,500,000            $40,000,000               THE CHASE MANHATTAN BANK
                                                 ("Co-Administrative Agent")


                                                 By:________________________
                                                 Title:_____________________

$32,500,000            $40,000,000               CITICORP USA, INC.
                                                 ("Syndication Agent")


                                                 By:________________________
                                                 Title:_____________________

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


                                                 By:________________________
                                                 Title:_____________________

$32,500,000            $10,000,000               THE BANK OF NEW YORK
                                                 ("Co-Documentation Agent"
                                                  - 364-Day)


                                                 By:________________________
                                                 Title:_____________________

         $0            $40,000,000               BANKONE, NA
                                                 (MAIN OFFICE CHICAGO)
                                                 ("Documentation Agent"
                                                  - Multi-Year)


                                                 By:________________________
                                                 Title:_____________________

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


                                                 By:________________________
                                                 Title:_____________________


                                       8
<PAGE>

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

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


                                                 By:________________________
                                                 Title:_____________________


                                                 By:________________________
                                                 Title:_____________________

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


                                                 By:________________________
                                                 Title:_____________________


                                                 By:________________________
                                                 Title:_____________________

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


                                                 By:________________________
                                                 Title:_____________________


                                                 By:________________________
                                                 Title:_____________________

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


                                                 By:________________________
                                                 Title:_____________________

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


                                                 By:________________________
                                                 Title:_____________________


                                                 By:________________________
                                                 Title:_____________________

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


                                                 By:________________________
                                                 Title:_____________________


                                       9
<PAGE>

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

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


                                                 By:________________________
                                                 Title:_____________________

$24,500,000            $22,500,000               WESTDEUTSCHE LANDESBANK
                                                 GIROZENTRALE, NEW YORK BRANCH


                                                 By:________________________
                                                 Title:_____________________


                                                 By:________________________
                                                 Title:_____________________

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


                                                 By:________________________
                                                 Title:_____________________

$24,500,000            $20,000,000               THE NORTHERN TRUST COMPANY


                                                 By:________________________
                                                 Title:_____________________

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


                                                 By:________________________
                                                 Title:_____________________


                                                 By:________________________
                                                 Title:_____________________

$24,500,000                     $0               LEHMAN COMMERCIAL PAPER INC.


                                                 By:________________________
                                                 Title:_____________________


                                       10
<PAGE>

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

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

                                            FLEET NATIONAL BANK, as Agent


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

                                            THE CHASE MANHATTAN  BANK, as Agent


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


                                       11
<PAGE>

                                                                       EXHIBIT L

Senior Unsecured Long Term Debt Ratings - 364-Day Revolver

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                          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
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

Senior Unsecured Long Term Debt Ratings - Multi-Year Revolver

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                          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
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

Commercial Paper Ratings - Multi-Year Revolver

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                          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.


                                       12