Exhibit 10.2


    Exhibit
      10.2

     

    [Modified
      to properly identify UBS AG, Stamford Branch
      on its signature page]

    
 

    EXECUTION
      COPY

    


    


    ═══════════════════════════════════════

    


     

    U.S.
      $1,750,000,000

    


    


    AMENDED
      AND RESTATED REVOLVING CREDIT AND

    LETTER
      OF
      CREDIT AGREEMENT

    


    Dated
      as
      of May 11, 2006

    


    Among

    


    CIGNA
      CORPORATION

    


    


    THE
      BANKS
      NAMED HEREIN

    


    and

    


    CITIBANK,
      N.A.,

    as
      Administrative Agent

    


    ═══════════════════════════════════════

    


    CITIGROUP
      GLOBAL MARKETS INC.,

    BANC
      OF
      AMERICA SECURITIES LLC, and

    J.P.
      MORGAN SECURITIES INC.,

    as
      Joint Lead Arrangers and Joint Book Managers

    


    


    BANK
      OF
      AMERICA, N.A.,

    as
      Syndication Agent

    


    THE
      BANK
      OF TOKYO-MITSUBISHI UFJ, LTD., 

    NEW
      YORK
      BRANCH and 

    DEUTSCHE
      BANK AG NEW YORK BRANCH,

    as
      Co-Documentation Agents

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF
      CONTENTS

     

    
      
        
          	 	Page
	 	 
	 	 
	
                  ARTICLE
                    I DEFINITIONS AND ACCOUNTING TERMS

                	
                  1

                
	
                  SECTION
                    1.01. 

                	
                  Certain
                    Defined Terms

                	
                  1

                
	
                  SECTION
                    1.02. 

                	
                  Computation
                    of Time Periods

                	
                  14

                
	
                  SECTION
                    1.03. 

                	
                  Accounting
                    Terms

                	
                  14

                
	 	 
	
                  ARTICLE
                    II LETTERS OF CREDIT

                	
                  14

                
	
                  SECTION
                    2.01. 

                	
                  Letters
                    of Credit

                	
                  14

                
	
                  SECTION
                    2.02. 

                	
                  Reimbursement
                    for LC Disbursements, Cover, Etc.

                	
                  18

                
	
                  SECTION
                    2.03. 

                	
                  LC
                    Disbursement Procedures

                	
                  19

                
	
                  SECTION
                    2.04. 

                	
                  Interest

                	
                  20

                
	
                  SECTION
                    2.05. 

                	
                  Provision
                    of Cover

                	
                  20

                
	
                  SECTION
                    2.06. 

                	
                  Replacement
                    of an Issuing Bank

                	
                  21

                
	 	 
	
                  ARTICLE
                    III ADVANCES

                	
                  22

                
	
                  SECTION
                    3.01. 

                	
                  The
                    Advances

                	
                  22

                
	
                  SECTION
                    3.02. 

                	
                  Making
                    the Advances

                	
                  22

                
	
                  SECTION
                    3.03. 

                	
                  Notes

                	
                  24

                
	
                  SECTION
                    3.04. 

                	
                  Termination,
                    Reduction or Increase of the Revolving Credit Commitments

                	
                  24

                
	
                  SECTION
                    3.05. 

                	
                  Repayment
                    of Advances and Evidence of Indebtedness

                	
                  25

                
	
                  SECTION
                    3.06. 

                	
                  Interest
                    on Advances

                	
                  25

                
	
                  SECTION
                    3.07. 

                	
                  Interest
                    Rate Determination

                	
                  26

                
	
                  SECTION
                    3.08. 

                	
                  Optional
                    Conversion of Advances

                	
                  27

                
	
                  SECTION
                    3.09. 

                	
                  Optional
                    Prepayments of Advances

                	
                  27

                
	
                  SECTION
                    3.10. 

                	
                  Use
                    of Proceeds

                	
                  27

                
	 	 
	
                  ARTICLE
                    IV FEES; CERTAIN COMMON PROVISIONS

                	
                  28

                
	
                  SECTION
                    4.01. 

                	
                  Fees

                	
                  28

                
	
                  SECTION
                    4.02. 

                	
                  Increased
                    Costs

                	
                  29

                
	
                  SECTION
                    4.03. 

                	
                  Illegality

                	
                  29

                
	
                  SECTION
                    4.04. 

                	
                  Payments
                    and Computations

                	
                  30

                
	
                  SECTION
                    4.05. 

                	
                  Taxes

                	
                  31

                
	 	 
	
                  ARTICLE
                    V RESTATEMENT EFFECTIVE DATE; CONDITIONS PRECEDENT

                	
                  33

                
	
                  SECTION
                    5.01. 

                	
                  Restatement
                    Effective Date

                	
                  33

                
	
                  SECTION
                    5.02. 

                	
                  Conditions
                    Precedent to Each Extension of Credit and Each Amendment of each
                    Letter of
                    Credit

                	
                  35

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	 	 
	
                  ARTICLE
                    VI REPRESENTATIONS AND WARRANTIES

                	
                  35

                
	
                  SECTION
                    6.01. 

                	
                  Representations
                    and Warranties of the Company

                	
                  35

                
	 	 
	
                  ARTICLE
                    VII COVENANTS OF THE COMPANY

                	
                  37

                
	
                  SECTION
                    7.01. 

                	
                  Affirmative
                    Covenants

                	
                  37

                
	
                  SECTION
                    7.02. 

                	
                  Negative
                    Covenants

                	
                  40

                
	 	 
	
                  ARTICLE
                    VIII EVENTS OF DEFAULT

                	
                  41

                
	
                  SECTION
                    8.01. 

                	
                  Events
                    of Default

                	
                  41

                
	 	 
	
                  ARTICLE
                    IX THE ADMINISTRATIVE AGENT

                	
                  43

                
	
                  SECTION
                    9.01. 

                	
                  Authorization
                    and Action

                	
                  43

                
	
                  SECTION
                    9.02. 

                	
                  Administrative
                    Agent's Reliance, Etc.

                	
                  43

                
	
                  SECTION
                    9.03. 

                	
                  Citibank
                    and Affiliates

                	
                  44

                
	
                  SECTION
                    9.04. 

                	
                  Bank
                    Credit Decision

                	
                  44

                
	
                  SECTION
                    9.05. 

                	
                  Indemnification

                	
                  44

                
	
                  SECTION
                    9.06. 

                	
                  Successor
                    Administrative Agent

                	
                  44

                
	
                  SECTION
                    9.07. 

                	
                  Joint
                    Lead Arrangers

                	
                  45

                
	
                  SECTION
                    9.08. 

                	
                  Trust
                    Indenture Act

                	
                  45

                
	 	 
	
                  ARTICLE
                    X MISCELLANEOUS

                	
                  45

                
	
                  SECTION
                    10.01. 

                	
                  Amendments,
                    Etc.

                	
                  45

                
	
                  SECTION
                    10.02. 

                	
                  Notices,
                    Etc.

                	
                  46

                
	
                  SECTION
                    10.03. 

                	
                  No
                    Waiver; Remedies

                	
                  48

                
	
                  SECTION
                    10.04. 

                	
                  Costs,
                    Expenses and Indemnification

                	
                  48

                
	
                  SECTION
                    10.05. 

                	
                  Binding
                    Effect

                	
                  50

                
	
                  SECTION
                    10.06. 

                	
                  Assignments
                    and Participations

                	
                  50

                
	
                  SECTION
                    10.07. 

                	
                  Governing
                    Law; Submission to Jurisdiction

                	
                  53

                
	
                  SECTION
                    10.08. 

                	
                  Severability

                	
                  54

                
	
                  SECTION
                    10.09. 

                	
                  Execution
                    in Counterparts

                	
                  54

                
	
                  SECTION
                    10.10. 

                	
                  Survival

                	
                  54

                
	
                  SECTION
                    10.11. 

                	
                  Sharing
                    of Set-Offs, Etc.

                	
                  54

                
	
                  SECTION
                    10.12. 

                	
                  Waiver
                    of Jury Trial

                	
                  55

                
	
                  SECTION
                    10.13. 

                	
                  Confidentiality

                	
                  55

                
	
                  SECTION
                    10.14. 

                	
                  USA
                    PATRIOT Act

                	
                  55

                


        

      

       

    

    
      
        	
                SCHEDULE
                  1

              	
                -

              	
                COMMITMENTS
                  AND LENDING OFFICES

              
	
                SCHEDULE
                  2

              	
                -

              	
                PRICING
                  SCHEDULE

              
	
                SCHEDULE
                  3

              	
                -

              	
                EXISTING
                  LETTERS OF CREDIT

              
	 	 	 
	
                EXHIBITS

              	 	 
	 	 	 
	
                EXHIBIT
                  A-1

              	
                -

              	
                Form
                  of Arbor Letter of Credit

              
	
                EXHIBIT
                  A-2

              	
                -

              	
                Form
                  of Notice of Issuance

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                EXHIBIT
                  A-3

              	
                -

              	
                Form
                  of Notice of Increase

              
	
                EXHIBIT
                  A-4

              	
                -

              	
                Form
                  of Notice of Reduction

              
	
                EXHIBIT
                  B

              	
                -

              	
                Form
                  of Notice of Borrowing

              
	
                EXHIBIT
                  C

              	
                -

              	
                Form
                  of Note

              
	
                EXHIBIT
                  D

              	
                -

              	
                Form
                  of Assignment and Assumption

              
	
                EXHIBIT
                  E

              	
                -

              	
                Form
                  of Opinion of Senior Counsel of Company

              
	
                EXHIBIT
                  F

              	
                -

              	
                Form
                  of Opinion of Special New York Counsel to

              
	 	 	
                Administrative
                  Agent

              


      



    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    


    AMENDED
      AND RESTATED REVOLVING CREDIT AND LETTER OF CREDIT AGREEMENT dated as of
      May 11, 2006 among CIGNA CORPORATION, a Delaware corporation (together with
      its successors and assigns, the "Company"),
      the
      financial institutions (together with their respective successors and assigns,
      each a "Bank"
      and,
      collectively, the "Banks")
      listed
      under the heading "Banks" on the signature pages hereof, and CITIBANK, N.A.
      ("Citibank"),
      as
      administrative agent (in such capacity, together with its successors in such
      capacity, the "Administrative
      Agent")
      as
      herein provided.

    


    The
      Company, certain banks and Citibank, N.A., as Administrative Agent are parties
      to a Revolving Credit and Letter of Credit Agreement dated as of May 27, 2004
      (the "Existing
      Agreement").
      The
      Company has requested that the Banks amend the Existing Agreement in certain
      respects and, as so amended, to restate the Existing Agreement, and the parties
      are prepared to do so on the terms and conditions hereof. Accordingly, effective
      on the Restatement Effective Date as hereinafter defined, the Existing Agreement
      is hereby amended and restated to read in its entirety as follows:

    


     

    ARTICLE
      I

     

    DEFINITIONS
      AND ACCOUNTING TERMS

     

    


    SECTION
      1.01. Certain
      Defined Terms.
      As
      used
      in this Agreement, the following terms shall have the following meanings (such
      meanings to be equally applicable to both the singular and plural forms of
      the
      terms defined):

     

    "Administrative
      Agent"
      has the
      meaning set forth in the introduction hereto.

     

    "Administrative
      Agent's Account"
      means
      the account of the Administrative Agent maintained by the Administrative Agent
      at Citibank at Two Penns Way, Suite 200, New Castle, Delaware 19720,
      ABA#021000089, Account No. 3685 2248, Account Name: NAIB Agency
      Medium Term Finance/Reference: CIGNA, Attention:  Dawayne Sims, or
      such other account as may from time to time be designated by the Administrative
      Agent to the Company and the Banks in writing.

     

    "Advance"
      means
      an advance by a Bank to the Company as part of a Borrowing and refers to a
      Base
      Rate Advance or a Eurodollar Rate Advance (each of which shall be a
      "Type"
      of
      Advance).

     

    "Affiliate"
      means,
      as to any Person, any other Person that, directly or indirectly, controls,
      is
      controlled by or is under common control with such Person.

     

    "Applicable
      Commitment Fee Rate"
      means,
      for any Rating Level Period, the rate per annum set forth in Schedule 2
      opposite the reference to such Rating Level Period under the heading "Applicable
      Commitment Fee Rate". Each change in the Applicable Commitment Fee Rate
      resulting from a Rating Level Change shall be effective on the date of such
      Rating Level Change.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      2
      -

     

    "Applicable
      Issuing Office"
      means,
      with respect to any Bank, such office of such Bank as such Bank may from time
      to
      time specify to the Company and the Administrative Agent as the office at which
      it participates in Letters of Credit.

    


    "Applicable
      Lending Office"
      means,
      with respect to any Bank, such Bank's Domestic Lending Office in the case of
      any
      Base Rate Advance and such Bank's Eurodollar Lending Office in the case of
      any
      Eurodollar Rate Advance.

    


    "Applicable
      Margin"
      means,
      with respect to any Eurodollar Rate Advance, for any Rating Level Period, the
      rate per annum set forth in Schedule 2 opposite the reference to such
      Rating Level Period under the heading "Applicable Margin". Each change in the
      Applicable Margin resulting from a Rating Level Change shall be effective on
      the
      date of such Rating Level Change.

    


    "Applicable
      Percentage"
      means,
      with respect to any Bank, at any time, the ratio, expressed as a percentage,
      of
      (i) the aggregate amount of such Bank's Commitment at such time to (ii) the
      Total Commitments at such time.

    


    "Arbor"
      means
      Arbor Reinsurance Company, Limited, an indirect subsidiary of the Company
      organized under the laws of Bermuda.

     

    "Arbor
      Letter of Credit"
      means a
      Letter of Credit (which shall be a Multi-Bank Letter of Credit hereunder) issued
      hereunder in favor of Connecticut General for the account of Arbor, for the
      purpose of enabling Connecticut General to obtain statutory reserve credit
      for
      cessions to non-admitted reinsurers, in substantially the form of Exhibit
      A.

     

    "Assignment
      and Assumption"
      means
      an assignment and assumption entered into by a Bank and an Eligible Bank (with
      the consent of any party whose consent is required by Section 10.06), and
      accepted by the Administrative Agent, in the form of Exhibit D or any other
      form approved by the Administrative Agent.

     

    "Bank"
      and
      "Banks"
      have
      the meanings set forth in the introduction hereto (and shall include each
      Issuing Bank unless the context otherwise requires).

     

    "Base
      Rate"
      means,
      for any day, a fluctuating interest rate per annum in effect from time to time,
      which rate per annum shall at all times be equal to the higher of:

     

    (a)
      the
      rate of interest announced publicly by Citibank in New York, New York from
      time
      to time as Citibank's base rate; and

     

    (b)
      0.50%
      per annum above the Federal Funds Rate for such day.

     

    "Base
      Rate Advance"
      means
      an Advance that bears interest as provided in Section 3.06(a).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      3
      -

     

    "Beneficiary"
      means
      the beneficiary of a Letter of Credit.

     

    "Borrowing"
      means a
      borrowing consisting of simultaneous Advances of the same Type made by each
      of
      the Banks pursuant to Section 3.01.

     

    "Business
      Day"
      means a
      day of the year on which commercial banks are not required or authorized by
      law
      to close in New York City and, if the applicable Business Day relates to any
      Eurodollar Rate Advance, on which dealings in foreign currencies and exchange
      between banks may be carried out in the London interbank market.

     

    "Change
      in Control"
      means
      any of the following events:

     

    (a)
      the
      Company is merged, consolidated or reorganized into or with another corporation
      or other Person, and as a result of such merger, consolidation or reorganization
      less than a majority of the combined voting power of the then outstanding
      securities of the corporation or other Person that is the survivor of such
      merger, consolidation or reorganization immediately after such transaction
      is
      held in the aggregate by the holders of Voting Stock immediately prior to such
      transaction; or

     

    (b)
      the
      Company sells all or substantially all of its assets to any other corporation
      or
      other Person, and less than a majority of the combined voting power of the
      then
      outstanding securities of such corporation or other Person immediately after
      such transaction is held in the aggregate by the holders of Voting Stock
      immediately prior to such sale; or

     

    (c)
      any
      "person" or "group" (as such terms are used for purposes of Sections 13(d)
      and
      14(d) of the Exchange Act, whether or not applicable, except that for purposes
      of this paragraph (c) such person or group shall be deemed to have "beneficial
      ownership" of all shares that such person or group has the right to acquire,
      whether such right is exercisable immediately or only after the passage of
      time)
      is or becomes the "beneficial owner" (as such term is used in Rule 13d-3
      promulgated pursuant to the Exchange Act), directly or indirectly, of more
      than
      30% of the aggregate voting power of all Voting Stock; or

     

    (d)
      during any period of 25 consecutive calendar months, a majority of the Board
      of
      Directors of the Company shall no longer be composed of individuals (i) who
      were
      members of said Board on the first day of such period, (ii) whose election
      or nomination to said Board was approved by individuals referred to in
      clause (i) above constituting at the time of such election or nomination at
      least a majority of said Board or (iii) whose election or nomination to
      said Board was approved by individuals referred to in clauses (i) and (ii)
      above constituting at the time of such election or nomination at least a
      majority of said Board.

     

    "Citibank"
      means
      Citibank, N.A., a national banking association, and its successors and
      assigns.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      4
      -

     

    "Collateral
      Account"
      has the
      meaning set forth in Section 2.05(a).

     

    "Commitment"
      means,
      at any time, for any Bank, the sum of (i) the amount set forth opposite the
      name of such Bank on Schedule 1 (or, if such Bank has entered into an
      Assignment and Assumption, set forth for such Bank in the register maintained
      by
      the Administrative Agent pursuant to Section 10.06(b)), subject to the
      provisions of Sections 3.04(b) relating to reductions of the
      Commitments.

     

    "Company"
      has the
      meaning set forth in the introduction hereto.

     

    "Confidential
      Information"
      means
      information that the Company furnishes to the Administrative Agent or any Bank
      in a writing designated as confidential, but does not include any such
      information that is or becomes generally available to the public or that is
      or
      becomes rightfully available to the Administrative Agent or such Bank from
      a
      source other than the Company.

     

    "Confirming
      Bank"
      means,
      with respect to any Letter of Credit and any Bank, any other bank that has
      confirmed, by a document acceptable to the Beneficiary, the obligations of
      such
      Bank under such Letter of Credit. 

     

    "Connecticut
      General"
      means
      Connecticut General Life Insurance Company, a Connecticut life insurance
      company.

     

    "Consolidated
      Subsidiary"
      means,
      at any time, any Subsidiary or other entity the accounts of which would, in
      accordance with generally accepted accounting principles, be consolidated with
      those of the Company in its consolidated financial statements if such statements
      were prepared as of such date.

     

    "Continue"
      and
      "Continuation"
      refers
      to the continuation of Eurodollar Rate Advances from one Interest Period to
      the
      next as Eurodollar Rate Advances.

     

    "Convert",
      "Conversion"
      and
      "Converted"
      each
      refers to a conversion of Advances of one Type into Advances of the other Type
      pursuant to Section 3.07 or 3.08.

     

    "Cover"
      has the
      meaning set forth in Section 2.05(b). 

     

    "Debt"
      of any
      Person means (a) indebtedness of such Person for borrowed money,
      (b) obligations of such Person evidenced by bonds, debentures, notes or
      other similar instruments, (c) obligations of such Person to pay the
      deferred purchase price of property or services, (d) obligations of such
      Person as lessee under leases which shall have been or should be, in accordance
      with generally accepted accounting principles, recorded as capital leases,
      (e) Debt of others secured by a Lien on the property of such Person,
      whether or not the respective Debt so secured has been assumed by such Person
      (but excluding, in the case of this clause (e), involuntary Liens on the
      property of such Person that are being contested in good faith and by
      appropriate proceedings and for which adequate reserves with respect thereto
      are
      maintained on the books of such Person), and (f) obligations of such Person
      under direct or indirect guaranties in respect of, and obligations (contingent
      or otherwise) to purchase or otherwise acquire, or otherwise to assure a
      creditor against loss in respect of, indebtedness or obligations of others
      of
      the kinds referred to in clauses (a) through (e) above (but excluding, in
      the case of this clause (f), involuntary obligations of such Person that
      are being contested in good faith and by appropriate proceedings and for which
      adequate reserves with respect thereto are maintained on the books of such
      Person in accordance with generally accepted accounting principles);
provided
      that the
      term "Debt" shall exclude Non-Recourse Debt.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      5
      -

     

    "Default"
      means
      an event that, with notice or lapse of time or both, would become an Event
      of
      Default.

     

    "Disclosed
      Litigation"
      means
      the legal actions or proceedings disclosed in the report of the Company on
      form
      10-K, 10-Q or 8-K most recently filed with the Securities and Exchange
      Commission prior to the date hereof.

     

    "Dollars"
      and the
      sign "$"
      mean
      lawful money in the United States of America.

     

    "Domestic
      Lending Office"
      means,
      with respect to any Bank, the office of such Bank specified as its "Domestic
      Lending Office" opposite its name on Schedule 1 hereto or in the Assignment
      and Assumption pursuant to which it became a Bank, or such other office of
      such
      Bank as such Bank may from time to time specify to the Company and the
      Administrative Agent.

     

    "Eligible
      Bank"
      means a
      financial institution that meets the requirements of Connecticut General
      Statutes Section 38a-87(a), as from time to time amended to be a "qualified
      United States financial institution", including the requirement that such
      financial institution be an NAIC Approved Bank (it being understood that neither
      the Company nor any Affiliate thereof may be an Eligible Bank). 

     

    "ERISA"
      means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time, and the regulations promulgated and rulings issued
      thereunder.

     

    "Eurodollar
      Lending Office"
      means,
      with respect to any Bank, the office of such Bank specified as its "Eurodollar
      Lending Office" opposite its name on Schedule 1 hereto or in the Assignment
      and Assumption pursuant to which it became a Bank (or, if no such office is
      specified, its Domestic Lending Office), or such other office of such Bank
      as
      such Bank may from time to time specify to the Company and the Administrative
      Agent.

     

    "Eurodollar
      Rate"
      means,
      for any Interest Period for each Eurodollar Rate Advance comprising part of
      the
      same Borrowing, an interest rate per annum appearing on Page 3750 of the
      Telerate Service (or on any successor or substitute page of such Service, or
      any
      successor to or substitute for such Service, providing rate quotations
      comparable to those currently provided on such page of such Service, as
      determined by the Administrative Agent from time to time for purposes of
      providing quotations of interest rates applicable to Dollar deposits in the
      London interbank market) as of approximately 11:00 a.m. (London time) on
      the date two Business Days before the first day of such Interest Period as
      the
      rate for Dollar deposits having a term comparable to such Interest Period,
      or in
      the event such offered rate is not available from said Page 3750, the rate
      determined by the Administrative Agent to be the average (rounded to the nearer
      whole multiple of 1/16 of 1% per annum, if such average is not such a multiple)
      of the rates per annum at which deposits in Dollars are offered by the principal
      office of each of the Reference Banks in London, England to prime banks in
      the
      London interbank market at approximately 11:00 a.m. (London time) on the
      date two Business Days before the first day of such Interest Period in an amount
      substantially equal to such Reference Bank's Advance comprising part of such
      Borrowing to be outstanding during such Interest Period and for a period
      comparable to such Interest Period. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      6
      -

     

    "Eurodollar
      Rate Advance"
      means
      an Advance that bears interest as provided in Section 3.06(b).

     

    "Event
      of Default"
      has the
      meaning specified in Section 8.01.

     

    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended.

     

    "Existing
      Agreement"
      has the
      meaning set forth in the introduction hereto.

     

    "Existing
      Letter of Credit"
      means
      each letter of credit described on Schedule 3.

     

    "Federal
      Funds Rate"
      means,
      for any day, the rate per annum (rounded upward, if necessary, to the nearest
      1/100th of 1%) equal to the weighted average of the rates on overnight Federal
      funds transactions with members of the Federal Reserve System arranged by
      Federal funds brokers on such day, as published by the Federal Reserve Bank
      of
      New York on the Business Day next succeeding such day, provided
      that
      (i) if such day is not a Business Day, the Federal Funds Rate for such day
      shall be such rate on such transactions on the next preceding Business Day
      as so
      published on the next succeeding Business Day, and (ii) if no such rate is
      so published on such next succeeding Business Day as provided in
      clause (i), the Federal Funds Rate for such day shall be the average rate
      quoted to the Person serving as Administrative Agent on such day on such
      transactions as determined by the Administrative Agent.

     

    "Final
      Maturity Date"
      means
      the last day of the Revolving Credit Availability Period.

     

    "Fitch"
      means
      Fitch, Inc. and any successor thereto.

     

    "Fitch
      Rating"
      means,
      at any time, the rating of the Index Debt then most recently announced by
      Fitch.

     

    "Fronted
      Letter of Credit"
      means
      (i) any letter of credit issued by an Issuing Bank pursuant to Section
      2.01(a)(1)(ii) and (ii) each of the Existing Letters of Credit, and in each
      case any Replacement Letter of Credit therefor.

     

    "Index
      Debt"
      means
      long-term senior, unsecured, non-credit-enhanced indebtedness of the Company
      for
      borrowed money.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      7
      -

     

    "Initial
      Banks"
      means
      each of the financial institutions and other institutional lenders listed on
      the
      signature pages hereof.

     

    "Insurance
      Regulatory Authority"
      means,
      as to any Material Insurance Subsidiary, the insurance department or similar
      administrative authority or agency located in the state in which such Material
      Insurance Subsidiary is domiciled.

     

    "Interest
      Period"
      means,
      for each Eurodollar Rate Advance comprising part of the same Borrowing, the
      period commencing on the date of such Eurodollar Rate Advance or the date of
      the
      Conversion of any Base Rate Advance into such Eurodollar Rate Advance and ending
      on the last day of the period selected by the Company pursuant to the provisions
      below and thereafter each subsequent period commencing on the last day of the
      immediately preceding Interest Period and ending on the last day of the period
      selected by the Company pursuant to the provisions below. The duration of each
      such Interest Period shall be one, two, three or six months, as the Company
      may,
      upon notice received by the Administrative Agent not later than 11:00 a.m.
      (New York City time) on the third Business Day prior to the first day of such
      Interest Period, select; provided,
      however,
      that:

    


    (1)
      any
      Interest Period that would otherwise begin before and end after the Final
      Maturity Date shall end on the Final Maturity Date;

    


    (2)
      Interest Periods commencing on the same date for Eurodollar Rate Advances
      comprising part of the same Borrowing shall be of the same
      duration;

    


    (3)
      whenever the last day of any Interest Period would otherwise occur on a day
      other than a Business Day, the last day of such Interest Period shall be
      extended to fall on the next succeeding Business Day, except that if such
      extension would cause the last day of such Interest Period to fall in the next
      following calendar month, the last day of such Interest Period shall fall on
      the
      next preceding Business Day; and

    


    (4)
      whenever the first day of any Interest Period occurs on a day of an initial
      calendar month for which there is no numerically corresponding day in the
      calendar month that succeeds such initial calendar month by the number of months
      equal to the number of months in such Interest Period, such Interest Period
      shall end on the last Business Day of such succeeding calendar
      month.

    


    "Issuing
      Bank"
      means
      each Bank designated as an "Issuing Bank" hereunder that has agreed to such
      designation and has been approved as an "Issuing Bank" by the Administrative
      Agent and the Company in their reasonable discretion, each in its capacity
      as
      the issuer of Fronted Letters of Credit hereunder, and its successors in such
      capacity as provided in Section 2.06. Each Issuing Bank may, in its
      discretion, arrange for one or more Fronted Letters of Credit to be issued
      by
      Affiliates of such Issuing Bank, in which case the term "Issuing Bank" shall
      include any such Affiliate with respect to Fronted Letters of Credit issued
      by
      such Affiliate. Each Bank identified on Schedule 3 as the Issuing Bank in
      respect of an Existing Letter of Credit shall be deemed to be an Issuing
      Bank.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      8
      -

     

    "LC
      Disbursement"
      means
      each payment made by a Bank or an Issuing Bank pursuant to a Letter of
      Credit.

     

    "LC
      Expiry Date"
      means,
      at any time for any Letter of Credit, the expiry date of such Letter of
      Credit.

     

    "LC
      Exposure"
      means,
      at any time, for any Bank, the sum of (i) such Bank's Applicable Percentage
      of the undrawn portion of the Maximum Amount of all Letters of Credit at such
      time plus
      (ii) such Bank's Applicable Percentage of the aggregate amount of any and
      all LC Disbursements that have not been reimbursed by or on behalf of the
      Company at such time.

     

    "LC
      Reimbursement Obligation"
      means
      the obligation of the Company under Section 2.02 to reimburse to each Bank
      the amount of each LC Disbursement by such Bank.

     

    "LC
      Sublimit"
      means
      $1,250,000,000.

     

    "Letter
      of Credit"
      means
      any Multi-Bank Letter of Credit or Fronted Letter of Credit, including any
      Replacement Letter of Credit.

     

    "Leverage
      Ratio"
      means,
      at any time, the ratio of (i) Total Consolidated Debt to (ii) Total
      Consolidated Capitalization; provided
      that the
      Leverage Ratio shall be computed without taking into account (x) "Net unrealized
      appreciation, fixed maturities" as determined in accordance with generally
      accepted accounting principles in the consolidated balance sheets of the Company
      or (y) "Minimum pension liability adjustment" as determined in accordance with
      generally accepted accounting principles in the consolidated balance sheets
      of
      the Company.

     

    "Lien"
      means
      any lien, security interest or other charge or encumbrance of any kind, or
      any
      other type of preferential arrangement, including, without limitation, the
      lien
      or retained security title of a conditional vendor.

     

    "Majority
      Banks"
      means,
      at any time, Banks having more than 51% of the sum of the then aggregate amount
      of the Revolving Credit Exposures and LC Exposures.

     

    "Margin
      Stock"
      means
      margin stock within the meaning of Regulation U of the Board of Governors
      of the Federal Reserve System, as from time to time amended.

     

    "Material
      Adverse Change"
      or
      "Material
      Adverse Effect"
      means a
      material adverse change in or a material adverse effect on (i) the business,
      condition (financial or otherwise), operations, performance or properties of
      the
      Company and its Subsidiaries, taken as a whole, or (ii) the legality,
      validity or enforceability of this Agreement or the Notes.

     

    "Material
      Insurance Subsidiary"
      means a
      Material Subsidiary that is licensed to do a life insurance
      business.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      9
      -

     

    "Material
      Subsidiary"
      means:

     

    (a)
      Connecticut General; and

     

    (b)
      each
      other Subsidiary of the Company (i) whose assets constitute 10% or more of
      the total assets of the Company and its Consolidated Subsidiaries (determined
      on
      a consolidated basis without duplication in accordance with generally accepted
      accounting principles) or (ii) whose revenues constituted 10% or more of
      the total revenues of the Company and its Consolidated Subsidiaries (determined
      on a consolidated basis without duplication in accordance with generally
      accepted accounting principles) during the most recently concluded fiscal year
      of the Company.

     

    "Maximum
      Amount"
      of any
      Letter of Credit means the amount specified in such Letter of Credit as the
      maximum aggregate amount that may be drawn thereunder.

     

    "Moody's"
      means
      Moody's Investors Service, Inc. and any successor thereto.

    


    "Moody's
      Rating"
      means,
      at any time, the rating of the Index Debt then most recently announced by
      Moody's.

     

    "Multi-Bank
      Letter of Credit"
      means
      any letter of credit issued by the Banks pursuant to Section 2.01(a)(1)(i)
      (including any Replacement Letter of Credit therefor).

     

    "NAIC"
      means
      the National Association of Insurance Commissioners and any successor
      thereto.

    


    "NAIC
      Approved Bank"
      means
      (a) any Bank that is a bank listed on the most current Bank List (the
      "NAIC
      Bank List")
      of
      banks determined by the Securities Valuation Office of the NAIC and approved
      by
      the NAIC as banks whose letters of credit will be acceptable to the NAIC or
      (b)
      any Bank as to which its Confirming Bank is a bank listed on the NAIC Bank
      List.

     

    "Non-Recourse
      Debt"
      means
      any Debt of the Company, any of the Company's Subsidiaries or any consolidated
      variable interest entities shown on a separate line of the Company's
      consolidated balance sheet as "non-recourse obligations" if, and so long as,
      such Debt meets the requirements of clause (a) or clause (b) below,
      provided that Debt will not fail to qualify as Non-Recourse Debt or be
      considered an indirect liability of the company solely because a Company
      Subsidiary has indemnified any lender in respect of such Debt against damages
      resulting from exceptions to non-recourse liability in general usage in the
      relevant industry at the time such Debt is incurred (such as fraud, waste,
      misapplication of funds, failure to maintain insurance coverage, and
      environmental liability):

    


    (a)
      (i)
      the instruments governing such Debt limit the recourse (whether direct or
      indirect) of the holder or holders thereof against the Company and its
      Subsidiaries for the payment of such Debt to the property securing such Debt
      and
      (ii) if such Debt is incurred after the date hereof by the Company or a
      Subsidiary of the Company which is organized under the laws of the United States
      or any State thereof, the property securing such Debt is not material to the
      business, condition (financial or otherwise), operations or properties of the
      Company and its Subsidiaries, taken as a whole, as determined at the time such
      Debt is incurred; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      10
      -

     

    (b)
      (i)
      the sole obligors of such Debt are (x) a corporation or other entity (such
      obligor, a "Specified
      Entity")
      formed
      solely for the purpose of owning (or owning and operating) property which is
      (or
      may be) subject to Lien securing such Debt and (y) other entities that are
      not
      Company Subsidiaries or other entities in which the Company or any Company
      Subsidiary holds a direct or indirect ownership or other beneficial interest,
      (ii) such Specified Entity owns no other material property, (iii) the sole
      collateral security provided by the Company and its Subsidiaries with respect
      to
      such Debt (if any) consists of property owned by such Specified Entity and/or
      the capital stock of (or equivalent ownership interests in) such Specified
      Entity and (iv) neither the Company nor any of its other Subsidiaries has any
      liability, direct or indirect, in respect of such Debt other than
      indemnification obligations to any lender in respect of such Debt against
      damages resulting from exceptions to nonrecourse liability in general usage
      in
      the relevant industry at the time such Debt is incurred such as fraud, waste,
      misapplication of funds, failure to maintain insurance coverage, and
      environmental liability).

    


    "Note"
      shall
      have the meaning set forth in Section 3.03.

     

    "Notice
      of Borrowing"
      has the
      meaning specified in Section 3.02(a).

     

    "Notice
      of Increase"
      has the
      meaning set forth in Section 2.01(f).

     

    "Notice
      of Issuance"
      has the
      meaning set forth in Section 2.01(f).

     

    "Notice
      of Reduction"
      has the
      meaning set forth in Section 2.01(f).

     

    "OECD"
      means
      the Organization for Economic Cooperation and Development.

     

    "Other
      Taxes"
      has the
      meaning specified in Section 4.05.

     

    "Outside
      Expiry Date"
      means
      the date ten Business Days prior to the Termination Date.

     

    "Permitted
      Investments"
      means
      securities issued or unconditionally guaranteed by the Government of the United
      States of America or any agency thereof and securities issued or unconditionally
      guaranteed by the central government of any country that is a member of the
      OECD, rated AA or better (or the equivalent).

     

    "Person"
      means
      an individual, partnership, corporation (including a business trust), limited
      liability company, joint stock company, trust, unincorporated association,
      joint
      venture or other entity, or a government or any political subdivision or agency
      thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      11
      -

     

    "Quarterly
      Dates"
      means
      the last Business Day of March, June, September and December in each year,
      the first of which shall be the first such day after the date
      hereof.

     

    "Rating"
      means
      the Moody's Rating, the S&P Rating or the Fitch Rating, as the case may
      be.

    


    "Rating
      Level Change"
      means a
      change in the Moody's Rating, the S&P Rating, or the Fitch Rating, that
      results in a change from one Rating Level Period to another, which Rating Level
      Change shall be deemed to take effect on the date on which the relevant change
      in rating is first announced by Moody's, S&P or Fitch.

    


    "Rating
      Level Period"
      means a
      Rating Level 1 Period, a Rating Level 2 Period, a Rating Level 3
      Period, a Rating Level 4 Period, a Rating Level 5 Period or a Rating
      Level 6 Period; provided
      that:

    


    
      	(i)  	
              "Rating
                Level 1 Period"
                means a period during which the Moody's Rating is at or above A2,
                the
                S&P Rating is at or above A or the Fitch Rating is at or above
                A;

            


    

    


    
      	(ii)  	
              "Rating
                Level 2 Period"
                means a period that is not a Rating Level 1 Period, during which the
                Moody's Rating is at or above A3, the S&P Rating is at or above A- or
                the Fitch Rating is at or above A-;

            


    

    


    
      	(iii)  	
              "Rating
                Level 3 Period"
                means a period that is not a Rating Level 1 Period or a Rating Level
                2 Period, during which the Moody's Rating is at or above Baa1, the
                S&P
                Rating is at or above BBB+ or the Fitch Rating is at or above
                BBB+;

            


    

    


    
      	(iv)  	
              "Rating
                Level 4 Period"
                means a period that is not a Rating Level 1 Period, a Rating Level 2
                Period or a Rating Level 3 Period, during which the Moody's Rating
                is at
                or above Baa2, the S&P Rating is at or above BBB or the Fitch Rating
                is at or above BBB; 

            


    

    


    
      	(v)  	
              "Rating
                Level 5 Period"
                means a period that is not a Rating Level 1 Period, a Rating Level 2
                Period, a Rating Level 3 Period or a Rating Level 4 Period, during
                which
                the Moody's Rating is at or above Baa3, the S&P Rating is at or above
                BBB- or the Fitch Rating is at or above BBB-;
                and

            


    

    


    
      	(vi)  	
              "Rating
                Level 6 Period"
                means a period that is not a Rating Level 1 Period, a Rating
                Level 2 Period, a Rating Level 3 Period, a Rating Level 4 Period
                or a Rating Level 5 Period;

            


    

    


    and
      provided,
      further,
      that
      (a) if the Moody's Rating, the S&P Rating and the Fitch Rating differ
      by one Rating Level, then the applicable Rating Level shall be the highest
      of
      such Ratings and (b) if the Moody's Rating, the S&P Rating and the
      Fitch Rating differ by more than one Rating Level, then the applicable Rating
      Level Period shall be the lower Rating Level of the two highest Rating Levels
      (for purposes of the foregoing, Rating Level 1 is the highest and Rating Level
      6
      is the lowest); and provided,
      further,
      that
      any period during which there is no Rating shall be a Rating Level 6
      Period.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      12
      -

     

    "Reference
      Banks"
      means
      Citibank, N.A., Bank of America, N.A. and JPMorgan Chase Bank (and any
      successors thereof).

     

    "Replacement
      Letter of Credit"
      means
      any letter of credit issued in accordance with the provisions of 10.06(b)(v),
      in
      replacement of and in the same form as the relevant replaced Letter of
      Credit.

     

    "Responsible
      Officer"
      of the
      Company means the Chief Financial Officer, the Treasurer or any Assistant
      Treasurer of the Company or any Vice President of the Company in the finance
      department.

     

    "Restatement
      Effective Date"
      has the
      meaning set forth in Section 5.01.

     

    "Revolving
      Credit Availability Period"
      means
      the period from the Restatement Effective Date until the Termination
      Date.

     

    "Revolving
      Credit Commitment"
      means,
      for any Bank, at any time, (i) such Bank's Commitment, minus
      (ii) such Bank's Applicable Percentage of the aggregate Maximum Amount of
      all outstanding Letters of Credit at such time.

     

    "Revolving
      Credit Exposure"
      means,
      at any time, for any Bank, the sum of (i) the unused amount of such Bank's
      Revolving Credit Commitment plus
      (ii) the aggregate outstanding principal amount of all Advances by such
      Bank.

     

    "S&P"
      means
      Standard & Poor's Rating Services and any successor thereto.

     

    "S&P
      Rating"
      means,
      at any time, the rating of the Index Debt then most recently announced by
      S&P.

     

    "Solvent"
      means,
      with respect to any Person at any time, that (a) the fair value of the
      property of such Person is greater than the total amount of liabilities
      (including without limitation contingent liabilities) of such Person,
      (b) the present fair saleable value of the property of such Person is not
      less than
      the
      amount that will be required to pay the probable liability of such Person on
      its
      debts as they become absolute and matured, (c) such Person does not intend
      to, and does not believe that it will, incur debts or liabilities beyond such
      Person's ability to pay as such debts and liabilities mature, and (d) such
      Person is not engaged in a business and is not about to engage in a business
      for
      which such Person's property would constitute an unreasonably small
      capital.

     

    "Subsidiary"
      means,
      with respect to any Person, any corporation, partnership, limited liability
      company or other entity of which at least a majority of the securities or other
      ownership interests having by the terms thereof ordinary voting power to elect
      a
      majority of the board of directors or other persons performing similar functions
      of such corporation, partnership, limited liability company or other entity
      (irrespective of whether or not at the time securities or other ownership
      interests of any other class or classes of such corporation, partnership or
      other entity shall have or might have voting power by reason of the happening
      of
      any contingency) is at the time directly or indirectly owned or controlled
      by
      such Person or one or more Subsidiaries of such Person or by such Person and
      one
      or more Subsidiaries of such Person.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      13
      -

     

    "Taxes"
      has the
      meaning specified in Section 4.05.

    


    "Termination
      Date"
      means
      the date five years after the Restatement Effective Date; provided
      that if
      such day is not a Business Day the Termination Date shall be the immediately
      preceding Business Day.

    


    "Total
      Commitments"
      means
      $1,750,000,000, as such amount may be reduced pursuant to
      Section 3.04(b).

    


    "Total
      Consolidated Capitalization"
      means,
      at any time, the sum of (i) Total Consolidated Debt plus
      (ii) the
      total amount of shareholder's equity of the Company.

    


    "Total
      Consolidated Debt"
      means,
      at any time, the aggregate outstanding principal amount of Debt of the Company
      and its Consolidated Subsidiaries of the kinds referred to in clause (a),
      (b) or (d) of the definition of "Debt" in this Section 1.01, or of the
      kinds referred to in clause (e) or (f) thereof to the extent relating to
      Debt of the kinds referred to in said clause (a), (b) or (d), all
      determined on a consolidated basis in accordance with generally accepted
      accounting principles.

     

    "Type"
      has the
      meaning specified in the definition of "Advance."

     

    "VADBe
      Hedge"
      means
      the program implemented by Connecticut General in 2002, as refined and revised
      from time to time at Connecticut General's sole discretion, to substantially
      reduce the equity market exposures related to variable annuity death benefit
      reinsurance contracts.

     

    "Voting
      Stock"
      means,
      at any time, the outstanding securities of the Company entitled to vote
      generally in an election of directors of the Company.

     

    "Wholly
      Owned Subsidiary"
      means,
      with respect to any Person, any corporation, partnership, limited liability
      company or other entity of which all of the equity securities or other ownership
      interests (other than, in the case of a corporation, directors' qualifying
      shares) are directly or indirectly owned or controlled by such Person or one
      or
      more Wholly Owned Subsidiaries of such Person or by such Person and one or
      more
      Wholly Owned Subsidiaries of such Person.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      14
      -

     

    SECTION
      1.02. Computation
      of Time Periods.
      In
      this
      Agreement in the computation of periods of time from a specified date to a
      later
      specified date, the word "from" means "from and including" and the words "to"
      and "until" mean "to but excluding".

    


    SECTION
      1.03. Accounting
      Terms.
      All
      accounting terms not specifically defined herein shall be construed in
      accordance with generally accepted accounting principles consistent with those
      applied in the preparation of the financial statements referred to in
      Section 6.01(e).

    


     

    ARTICLE
      II

     

    LETTERS
      OF CREDIT

     

    


    SECTION
      2.01. Letters
      of Credit.

    


    (a)
      Letters
      of Credit.
      (1)
      Subject to the terms and conditions of this Agreement, (i) the Banks
      severally agree, at the request of the Company, to issue one or more standby
      letters of credit hereunder on a several liability basis (as from time to time
      amended, each a "Multi-Bank
      Letter of Credit")
      on any
      Business Day on or before the Outside Expiry Date, (ii) each Issuing Bank
      agrees, at the request of the Company, to issue one or more standby Letters
      of
      Credit hereunder (as from time to time amended, each a "Fronted
      Letter of Credit")
      on any
      Business Day on or before the Outside Expiry Date and (iii) the Banks
      severally agree, in the case of each Multi-Bank Letter of Credit, and each
      Issuing Bank agrees, in the case of each Fronted Letter of Credit (and the
      Banks
      hereby irrevocably authorize such Issuing Bank to agree), to increase the
      Maximum Amount of any such Letter of Credit from time to time on or before
      the
      Outside Expiry Date; provided
      that
      each such issuance of, or increase in the Maximum Amount of, any Letter of
      Credit shall be subject to the limitations set forth in
      Section 2.01(a)(4).

    


    (2)
      Each
      Multi-Bank Letter of Credit shall be in form and substance reasonably
      satisfactory to the Banks and the Company, each Fronted Letter of Credit shall
      be in form and substance reasonably satisfactory to the Issuing Bank and the
      Company, and the Arbor Letter of Credit shall be in substantially the form
      of
      Exhibit A.

    


    (3)
      Each
      Multi-Bank Letter of Credit shall be issued by all of the Banks as a single
      multi-bank letter of credit; provided
      that the
      obligation of each Bank thereunder shall be several, and not joint, to the
      extent of such Bank's Applicable Percentage of the Maximum Amount; and each
      Fronted Letter of Credit shall be issued by an Issuing Bank as sole issuer,
      and
      the Banks shall be deemed to acquire participations therein on the terms and
      conditions of Section 2.01(b).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      15
      -

     

    (4)
      Anything in this Agreement to the contrary notwithstanding, (i) the sum of
      (x) the aggregate amount of the LC Exposures of all of the Banks
plus
      (y) the aggregate amount of the Revolving Credit Exposures of all of the
      Banks may not at any time exceed the Total Commitments, (ii) the aggregate
      Maximum Amount of all Letters of Credit may not at any time exceed the LC
      Sublimit, and (iii) no Letter of Credit may provide for an LC Expiry
      Date later than the Outside Expiry Date. Subject to clause (iii), any
      Letter of Credit shall, if requested by the Company, include customary evergreen
      provisions (including appropriate language allowing the relevant Issuing Bank
      to
      exercise non-renewal rights).

    


    (b)
      Participations
      in Fronted Letters of Credit.
      (1)
      Upon the issuance by an Issuing Bank of a Fronted Letter of Credit (and any
      amendment to a Fronted Letter of Credit increasing the amount thereof) in
      accordance herewith, and without any further action on the part of such Issuing
      Bank or any Bank, such Issuing Bank hereby grants to each Bank, and each Bank
      hereby acquires from such Issuing Bank, a participation in such Fronted Letter
      of Credit equal to such Bank's Applicable Percentage of the aggregate amount
      available to be drawn under such Fronted Letter of Credit. Each Bank
      acknowledges and agrees that its acquisition of participations pursuant to
      this
      Section 2.01(b) in respect of each Fronted Letter of Credit shall be
      automatic, absolute and unconditional irrespective of the occurrence or
      continuance of any Default, or any reduction or termination of the Commitments,
      or any other circumstance whatsoever.

    


    (2)
      In
      consideration and in furtherance of the foregoing, each Bank severally agrees
      to
      pay to the Administrative Agent, for account of each Issuing Bank, such Bank's
      Applicable Percentage of each LC Disbursement made by such Issuing Bank
      under a Fronted Letter of Credit promptly upon the request of such Issuing
      Bank,
      through the Administrative Agent, at any time from the time of such
      LC Disbursement until such LC Disbursement is reimbursed by the
      Company in full or at any time after any reimbursement payment is required
      to be
      refunded to the Company for any reason.

    


    (3)
      The
      obligation of each Bank to make payments under clause (2) shall be absolute
      and unconditional irrespective of any amendment, renewal or extension of any
      Fronted Letter of Credit, the occurrence or continuance of any Default, any
      reduction or termination of the Commitments, any circumstance referred to in
      Section 2.02(b), or any other circumstance whatsoever. Each such payment
      shall be made without setoff, counterclaim, abatement, withholding or reduction
      whatsoever and shall be made in the manner provided in Section 3.02 with
      respect to Advances made by such Bank, and the Administrative Agent shall
      promptly pay to such Issuing Bank the amounts so received by it from the Banks.
      Promptly following receipt by the Administrative Agent of any payment from
      the
      Company pursuant to this paragraph, the Administrative Agent shall distribute
      such payment to the relevant Issuing Bank or, to the extent that the Banks
      have
      made payments pursuant to this paragraph to reimburse such Issuing Bank, then
      to
      such Banks and such Issuing Bank as their interests may appear. Any payment
      made
      by a Bank pursuant to this paragraph to reimburse an Issuing Bank for any
      LC Disbursement shall not relieve the Company of its obligation to
      reimburse such LC Disbursement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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    (c)
      Arbor
      Letter of Credit.
      The
      Arbor Letter of Credit shall be a Multi-Bank Letter of Credit. The initial
      LC
      Expiry Date of the Arbor Letter of Credit shall be the date one year after
      the
      issuance thereof, subject to automatic extension to the extent provided in
      such
      Letter of Credit. The Administrative Agent will give the notification of
      non-extension contemplated by the fifth paragraph of the Arbor Letter of Credit
      if requested to do so by written notice to the Administrative Agent, received
      by
      the Administrative Agent not more than 60 days and not less than 45 days prior
      to the then effective LC Expiry Date thereof, from (i) the Majority Banks or
      (ii) the Company or, in the case of the Arbor Letter of Credit, the Company
      or
      Arbor; provided,
      however,
      that
      the Administrative Agent shall, if requested to do so by any Bank, give such
      notification of non-extension at such time as is required to assure that the
      LC
      Expiry Date does not fall beyond the Outside Expiry Date.

    


    (d)
      Existing
      Letters of Credit.
      Effective on the Restatement Effective Date, each Existing Letter of Credit
      shall be deemed to be a Fronted Letter of Credit issued and outstanding under
      this Agreement (and without limiting the foregoing, effective from and after
      the
      Restatement Effective Date, Section 2.01(b) shall be deemed to apply
      thereto as if each such Existing Letter of Credit, for this purpose, were issued
      on the Restatement Effective Date).

    


    (e)
      Notices
      of Issuance, Increase, Reduction of Letters of Credit.
      To
      request the issuance of a Letter of Credit or an increase in the Maximum Amount
      of a Letter of Credit as provided in Section 2.01(a), the Company shall
      hand-deliver or telecopy (or transmit by electronic communication, if
      arrangements for doing so have been approved by the Administrative Agent) to
      the
      Administrative Agent (if by hand delivery or telecopy, not later than noon
      New
      York City time on the Business Day prior to the requested date of issuance
      or
      amendment, and if by approved electronic communication, not later than
      10:00 a.m. New York City time on the requested date of issuance or
      amendment) a notice in substantially the form of Exhibit A-2 (the
      "Notice
      of Issuance")
      or
      Exhibit A-3 (a "Notice
      of Increase"),
      as
      the case may be, identifying the relevant Letter of Credit and specifying,
      in
      the case of the Notice of Issuance, the date of issuance and the initial Maximum
      Amount thereof, and, in the case of a Notice of Increase, the proposed effective
      date of the amendment effecting the increase in the Maximum Amount thereof
      and
      the increased Maximum Amount. In addition, the Company may from time to time,
      by
      giving notice to the Administrative Agent in substantially the form of
      Exhibit A-4 (a "Notice
      of Reduction")
      by the
      times provided for notices in the preceding sentence, and with the prior written
      consent of the Beneficiary of the relevant Letter of Credit, elect to reduce
      the
      Maximum Amount of such Letter of Credit in increments of $1,000,000 (or, if
      less, the remaining undrawn amount thereof). The Administrative Agent shall
      promptly notify the Banks of its receipt of any such notice. The Administrative
      Agent (in the case of a Multi-Bank Letter of Credit) or the relevant Issuing
      Bank (in the case of a Fronted Letter of Credit) shall, in the case of any
      such
      increase or reduction and subject in the case of a reduction, to its receipt
      of
      any required consent from the Beneficiary of such Letter of Credit in form
      and
      substance satisfactory to it, promptly execute and deliver an amendment to
      such
      Letter of Credit effecting such increase or reduction, and notify the Banks,
      the
      Administrative Agent (in the case of a Fronted Letter of Credit) and the Company
      of such increase or reduction (confirming the effective date thereof). If an
      Issuing Bank has received, at its office specified herein, written notice from
      the Company, a Bank or the Administrative Agent at least one Business Day prior
      to the requested date of issuance or amendment of a Fronted Letter of Credit,
      that a condition set forth in Section 5.02(a) or (b) to such issuance or
      amendment has not been satisfied, such Issuing Bank shall not proceed with
      such
      issuance or amendment.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      17
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    (f)
      Notices
      of Non-Extension.
      In the
      case of any Letter of Credit that contains evergreen provisions (other than
      the
      Arbor Letter of Credit, which is provided for in Section 2.01(c)), the
      Administrative Agent (in the case of any Multi-Bank Letter of Credit) and the
      Issuing Bank (in the case of any Fronted Letter of Credit) shall comply with
      the
      instructions of the Majority Banks given pursuant to any provisions for
      non-extension of the expiry date thereof.

    


    (g)
      Representation.
      Each
      Bank represents and warrants as of the date of issuance of each Multi-Bank
      Letter of Credit that it is an Eligible Bank (or, if such Bank is not an
      Eligible Bank at such time, that such Bank's obligations under such Letter
      of
      Credit are confirmed, at the expense of such Bank, by a bank that meets the
      requirements of an Eligible Bank).

    


    (h)
      Issuance
      and Administration of Multi-Bank Letters of Credit.
      Any
      Multi-Bank Letter of Credit, any amendment thereto and any Replacement Letter
      of
      Credit for a Multi-Bank Letter of Credit shall be executed and delivered by
      the
      Administrative Agent in the name and on behalf of, and as attorney-in-fact
      for,
      each of the Banks, and the Administrative Agent shall act under each Multi-Bank
      Letter of Credit as the agent of each Bank to (i) receive drafts presented
      by the Beneficiary thereunder, (ii) determine whether such drafts are in
      compliance with the terms and conditions of such Multi-Bank Letter of Credit,
      (iii) notify each Bank and the Company that a valid drawing has been made and
      the date that the related LC Disbursements are to be made, and (iv) receive
      and
      implement any request for amendment of such Multi-Bank Letter of Credit as
      provided herein; provided
      that
      anything herein to the contrary notwithstanding, the Administrative Agent,
      in
      its capacity as such, shall have no obligation or liability whatsoever to make
      any payment under any Multi-Bank Letter of Credit. Each Bank hereby irrevocably
      appoints and designates the Administrative Agent as its attorney-in-fact, which
      appointment is irrevocable and coupled with an interest, acting through any
      duly
      authorized officer of the Person that is serving as the Administrative Agent,
      to
      execute and deliver in the name and on behalf of such Bank any Multi-Bank Letter
      of Credit, any such amendment thereto and any Replacement Letter of Credit
      of a
      Multi-Bank Letter of Credit, in each case in accordance with the terms
      hereof.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      18
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    SECTION
      2.02. Reimbursement
      for LC Disbursements, Cover, Etc.

    


    (a)
      Reimbursement.
      The
      Company agrees to reimburse (1) each Bank for the full amount of each LC
      Disbursement under a Multi-Bank Letter of Credit by such Bank and (2) each
      Issuing Bank for the full amount of each LC Disbursement under a Fronted Letter
      of Credit issued by such Issuing Bank, each such reimbursement to be made by
      paying to the Administrative Agent an amount equal to the amount of such LC
      Disbursement (i) not later than noon, New York City time, on the Business
      Day that the Company receives notice of such LC Disbursement if such notice
      is
      received by it prior to 10:00 a.m., New York City time, or (ii) not
      later than the Business Day immediately following the day that the Company
      receives such notice, if such notice is received by it on a day which is not
      a
      Business Day or is not received prior to 10:00 a.m., New York City time, on
      a Business Day. If the Company fails to make such payment when due with respect
      to a Fronted Letter of Credit, the Administrative Agent shall notify each Bank
      of the applicable LC Disbursement under such Fronted Letter of Credit, the
      payment then due from the Company in respect thereof and such Bank's Applicable
      Percentage thereof. Reimbursements under this Section 2.02(a) may be made
      with the Company's funds or, subject to the terms and conditions of this
      Agreement, with the proceeds of a Borrowing.

    


    (b)
      LC
      Reimbursement Obligations Absolute.

    


    (1)
      The
      obligation of the Company to reimburse the Banks for LC Disbursements with
      respect to Multi-Bank Letters of Credit or the Issuing Banks with respect to
      Fronted Letters of Credit as provided in Section 2.02(a) shall be absolute,
      unconditional and irrevocable, and shall be performed strictly in accordance
      with the terms of this Agreement under all circumstances, including the
      following: (i) any lack of validity or enforceability of any Letter of
      Credit, or of any term or provision therein, (ii) any draft or other
      document presented under the relevant Letter of Credit proving to be forged,
      fraudulent or invalid in any respect or any statement therein being untrue
      or
      inaccurate in any respect, or (iii) payment under the relevant Letter of
      Credit against presentation of a draft or other document that does not comply
      strictly with the terms of such Letter of Credit.

    


    (2)
      The
      Company shall be obligated to make the reimbursements provided for in this
      Section 2.02 in respect of each Letter of Credit regardless of the identity
      of the account party on such Letter of Credit.

    


    (3)
      Neither the Administrative Agent nor any Bank nor any Issuing Bank nor any
      of
      their respective directors, officers, employees or representatives shall have
      any liability or responsibility by reason of or in connection with the issuance
      or transfer of any Letter of Credit or any payment or failure to make any
      payment thereunder (irrespective of any of the circumstances referred to in
      the
      preceding clause), or any error, omission, interruption, loss or delay in
      transmission or delivery of any draft, notice or other communication under
      or
      relating to any Letter of Credit, any error in interpretation of technical
      terms
      or any consequence arising from causes beyond their control; provided
      that the
      foregoing shall not be construed to excuse the Administrative Agent or a Bank
      or
      an Issuing Bank from liability to the Company to the extent of any direct
      damages (as opposed to consequential damages, claims in respect of which are
      hereby waived by the Company to the extent permitted by applicable law) suffered
      by the Company that are caused by the gross negligence or willful misconduct
      of
      the Administrative Agent or such Bank or such Issuing Bank, as the case may
      be,
      or in the case of any Bank, its failure to make an LC Disbursement in respect
      of
      any drawing made in accordance with the terms and conditions of the relevant
      Letter of Credit and this Agreement. The parties expressly agree
      that:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      19
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    (A)
      the
      Administrative Agent and each Issuing Bank may accept documents that appear
      on
      their face to be in substantial compliance with the terms of the relevant Letter
      of Credit without responsibility for further investigation, regardless of any
      notice or information to the contrary, and may make payment upon presentation
      of
      documents that appear on their face to be in substantial compliance with the
      terms of the relevant Letter of Credit;

    


    (B)
      the
      Administrative Agent or an Issuing Bank, as the case may be, shall have the
      right, in its sole discretion, to decline to accept such documents and to make
      such payment if such documents are not in strict compliance with the terms
      of
      the relevant Letter of Credit; and

    


    (C)
      without prejudice to Section 9.02, this sentence shall establish the standard
      of
      care to be exercised by the Administrative Agent or an Issuing Bank, as the
      case
      may be, when determining whether drafts and other documents presented under
      any
      Letter of Credit comply with the terms thereof (and the parties hereto hereby
      waive, to the extent permitted by applicable law, any standard of care
      inconsistent with the foregoing).

    


    SECTION
      2.03. LC
      Disbursement Procedures.
      The
      Administrative Agent and each Issuing Bank shall, within a reasonable time
      following its receipt thereof, examine any draft submitted by the Beneficiary
      under a Letter of Credit examine the same and promptly after such examination
      (i) notify the Company and, in the case of a Multi-Bank Letter of Credit,
      each Bank by telephone (confirmed by telecopy) of receipt of such draft and
      (ii) deliver to the Company and each Bank, in the case of a Multi-Bank
      Letter of Credit, a copy thereof. With respect to any drawing properly made
      under any Multi-Bank Letter of Credit, each Bank will make an LC Disbursement
      in
      an amount equal to its Applicable Percentage of the amount of such drawing,
      such
      LC Disbursement to be made to the Administrative Agent's Account not later
      than
      1:00 p.m. (New York City time) on the date specified in such notification
      from the Administrative Agent (which shall be at least one Business Day after
      the date of such notification). The Administrative Agent (in the case of a
      Multi-Bank Letter of Credit) and the Issuing Bank (in the case of a Fronted
      Letter of Credit) will make the proceeds of each such LC Disbursement available
      to the relevant Beneficiary by promptly crediting the amounts so received,
      in
      like funds, to such account as such Beneficiary shall direct. Promptly following
      the making of any LC Disbursement, the Administrative Agent will notify the
      Banks and the Company thereof; provided
      that any
      failure to give or delay in giving such notice shall not relieve such Company
      of
      any of its obligations hereunder.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      20
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    SECTION
      2.04. Interest.
      Without
      prejudice to the obligations of the Company under Section 2.02, if the
      Company does not reimburse (a) the Banks for the full amount of an LC
      Disbursement under a Multi-Bank Letter of Credit or (b) the relevant
      Issuing Bank for the full amount of an LC Disbursement under a Fronted Letter
      of
      Credit on the date such LC Disbursement is made (without regard for when notice
      thereof is given), the Company agrees to pay interest on the LC Reimbursement
      Obligation relating to such LC Disbursement, for each day from the date such
      LC
      Disbursement is made until the date that the Company reimburses such LC
      Disbursement in full, at a rate per annum equal to 2% per annum plus
      the Base
      Rate from time to time, such interest to be payable on demand.

    


    SECTION
      2.05. Provision
      of Cover.

    


    (a)
      If
      there shall occur an Event of Default and the Company is as a result thereof
      required pursuant to Section 8.01 to provide cover for the Letters of Credit,
      the Administrative Agent will forthwith establish a separate collateral account
      (the "Collateral
      Account")
      at
      Citibank, which shall be a "securities account" (as defined in Section 8-501
      of
      the UCC) in respect of which the Administrative Agent is the "entitlement
      holder" (as defined in Section 8-102(a)(7) of the UCC), into which there shall
      be deposited from time to time the amounts paid to the Administrative Agent
      as
      cover.

    


    (b)
      As
      collateral security for the prompt payment in full when due of all LC
      Reimbursement Obligations (whether now existing or hereafter from time to time
      arising), all interest thereon, and all other present and future obligations
      of
      the Company to the Banks or the Issuing Banks and the Administrative Agent
      hereunder, the Company hereby grants to the Administrative Agent, for the
      benefit of the Banks and the Issuing Banks and the Administrative Agent, a
      security interest in all of its right, title and interest in, to and under
      the
      Collateral Account and the balances from time to time in the Collateral Account
      (including without limitation any and all securities and other financial assets
      from time to time carried therein) and any and all proceeds thereof (all such
      collateral being herein collectively called the "Cover").
      The
      balances from time to time in the Collateral Account shall not constitute
      payment of any obligation of the Company until applied by the Administrative
      Agent as provided herein. Anything in this Agreement to the contrary
      notwithstanding, funds held in the Collateral Account shall be subject to
      withdrawal only as provided in this Section 2.05.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      21
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    (c)
      Amounts on deposit in the Collateral Account shall be invested and reinvested
      by
      the Administrative Agent in such Permitted Investments as the Administrative
      Agent shall determine in its sole discretion. All such investments and
      reinvestments and proceeds shall be held in the name and be under the sole
      dominion and control of the Administrative Agent and shall be credited to the
      Collateral Account. 

    


    (d)
      At
      any time and from time to time while an Event of Default has occurred and is
      continuing, the Administrative Agent shall have the rights and remedies of
      a
      secured party under the UCC and, without limiting the foregoing, shall, if
      so
      instructed by the Majority Banks, liquidate the Cover and credit the proceeds
      thereof to the Collateral Account and apply or cause to be applied such proceeds
      and any other balances in the Collateral Account to the payment of the
      obligations secured thereby. 

    


    (e)
      When
      all of the obligations of the Company under this Agreement shall have been
      paid
      in full and each Letter of Credit has expired or been terminated and no
      Commitments remain in effect, the Administrative Agent shall promptly deliver
      to
      the Company against receipt, but without recourse, warranty or representation
      whatsoever, the balances remaining in the Collateral Account.

    


    (f)
      The
      Company recognizes that, by reason of prohibitions contained in the Securities
      Act of 1933, as amended, and applicable state securities laws, the
      Administrative Agent may be compelled, with respect to any sale of all or any
      part of the Cover, to limit purchasers to those who will agree, among other
      things, to acquire the same for their own account for investment and not with
      a
      view to the distribution or resale thereof. The Company acknowledges that any
      such private sales may be at prices and on terms less favorable to the
      Administrative Agent than those obtainable through a public sale without such
      restrictions, and, notwithstanding such circumstances, agrees that any such
      private sale shall be deemed to the extent permitted by applicable law to have
      been made in a commercially reasonable manner and that the Administrative Agent
      shall have no obligation to engage in public sales and no obligation to delay
      the sale thereof for the period of time necessary to permit the Company to
      register it for public sale.

    


    SECTION
      2.06. Replacement
      of an Issuing Bank.
      An
      Issuing Bank may be replaced at any time by written agreement between the
      Company, the Administrative Agent, the replaced Issuing Bank and the successor
      Issuing Bank. The Administrative Agent shall notify the Banks of any such
      replacement of an Issuing Bank. At the time any such replacement shall become
      effective, the Company shall pay all unpaid fees accrued for account of the
      replaced Issuing Bank pursuant to Section 4.01(b). From and after the
      effective date of any such replacement, (i) the successor Issuing Bank
      shall have all the rights and obligations of the replaced Issuing Bank under
      this Agreement with respect to Fronted Letters of Credit to be issued by it
      thereafter and (ii) references herein to the term "Issuing Bank" shall be
      deemed to include such successor or any previous Issuing Bank, or such successor
      and all previous Issuing Banks, as the context shall require. After the
      replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
      a party hereto and shall continue to have all the rights and obligations of
      an
      Issuing Bank under this Agreement with respect to Fronted Letters of Credit
      issued by it prior to such replacement, but shall not be required to issue
      additional Fronted Letters of Credit.
      If an
      Issuing Bank is to be replaced with respect to an outstanding Fronted Letter
      of
      Credit that is issued by it, such replacement may be accomplished by
      (i) cancellation of the relevant outstanding Letter of Credit with the
      consent of the Beneficiary and simultaneous replacement thereof by the successor
      Issuing Bank or (ii) making other arrangements satisfactory to the replaced
      Issuing Bank to effectively assume the obligations of the replaced Issuing
      Bank
      with respect to such Fronted Letter of Credit and the replaced Issuing Bank
      shall to the extent thereof be released from its obligations as Issuing Bank
      with respect to such Fronted Letter of Credit.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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    ARTICLE
      III

     

    ADVANCES

     

    


    SECTION
      3.01. The
      Advances.
      

    


    (a)
      Each
      Bank severally agrees, on the terms and conditions hereinafter set forth, to
      make Advances to the Company from time to time on any Business Day during the
      Revolving Credit Availability Period in an aggregate amount not to exceed at
      any
      one time outstanding such Bank's Revolving Credit Commitment.

    


    (b)
      Each
      Borrowing shall be in an aggregate amount of $10,000,000 or an integral multiple
      of $1,000,000 in excess thereof (or, if less, the aggregate amount of the unused
      Revolving Credit Commitments) and shall consist of Advances of the same Type
      made on the same day by the Banks ratably according to their respective
      Commitments.

    


    (c)
      Within the limits of each Bank's Revolving Credit Commitment, the Company may
      borrow under this Section 3.01, prepay pursuant to Section 3.09 and reborrow
      under this Section 3.01.

    


    (d)
      Anything in this Agreement to the contrary notwithstanding, the sum of
      (i) the aggregate amount of the LC Exposures of all Banks plus
      (ii) the aggregate amount of the Revolving Credit Exposures of all Banks
      may not at any time exceed the Total Commitments.

    


    SECTION
      3.02. Making
      the Advances.

    


    (a)
      Each
      Borrowing shall be made on notice, given not later than 11:00 a.m. (New
      York City time) on the third Business Day prior to the date of the proposed
      Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances,
      or
      the date of the proposed Borrowing in the case of a Borrowing consisting of
      Base
      Rate Advances, by the Company to the Administrative Agent, which shall give
      to
      each Bank prompt notice thereof by telecopier or telex. Each such notice of
      a
      Borrowing (a "Notice
      of Borrowing")
      shall
      be by telecopier or telex, confirmed promptly in writing, in substantially
      the
      form of Exhibit B, specifying therein the requested (i) date of such
      Borrowing, (ii) Type of Advances comprising such Borrowing,
      (iii) aggregate amount of such Borrowing and (iv) in the case of a
      Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for
      each such Advance. Each Bank shall, before 11:00 a.m. (New York City time),
      in the case of a Borrowing consisting of Eurodollar Rate Advances, or before
      1:00 p.m. (New York City time), in the case of a Borrowing consisting of
      Base Rate Advances, on the date of such Borrowing, make available for the
      account of its Applicable Lending Office to the Administrative Agent at the
      Administrative Agent's Account, in same day funds, such Bank's ratable portion
      of such Borrowing. After the Administrative Agent's receipt of such funds and
      upon fulfillment of the applicable conditions set forth in Article III, the
      Administrative Agent will make such same day funds available to the Company
      at
      the Company's account at the Administrative Agent's address referred to in
      Section 9.02; provided that Advances made to finance an LC Reimbursement
      Obligation as provided in Section 2.02 shall be remitted by the Administrative
      Agent to the respective Issuing Bank or the Banks as their interests may
      appear.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      23
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    (b)
      Anything in Section 3.02(a) to the contrary notwithstanding, (i) the Company
      may
      not select Eurodollar Rate Advances for any Borrowing if the aggregate amount
      of
      such Borrowing is less than $10,000,000 or if the obligation of the Banks to
      make Eurodollar Rate Advances shall then be suspended pursuant to Section 3.07
      and (ii) the Eurodollar Rate Advances may not be outstanding as part of more
      than three separate Borrowings.

    


    (c)
      Each
      Notice of Borrowing shall be irrevocable and binding on the
      Company.

    


    (d)
      Unless the Administrative Agent shall have received notice from a Bank prior
      to
      the date of any Borrowing that such Bank will not make available to the
      Administrative Agent such Bank's ratable portion of such Borrowing, the
      Administrative Agent may assume that such Bank has made such portion available
      to the Administrative Agent on the date of such Borrowing in accordance
      Section 3.02(a) and the Administrative Agent may, in reliance upon such
      assumption, make available to the Company on such date a corresponding amount.
      If and to the extent that such Bank shall not have so made such ratable portion
      available to the Administrative Agent, such Bank and the Company severally
      agree
      to repay to the Administrative Agent forthwith on demand such corresponding
      amount together with interest thereon, for each day from the date such amount
      is
      made available to the Company until the date such amount is repaid to the
      Administrative Agent, at (i) in the case of the Company, the interest rate
      applicable at the time to Advances comprising such Borrowing and (ii) in the
      case of such Bank, the Federal Funds Rate. If such Bank shall repay to the
      Administrative Agent such corresponding amount, such amount so repaid shall
      constitute such Bank's Advance as part of such Borrowing for purposes of this
      Agreement and shall be made available in same day funds to the Company's account
      at the Administrative Agent's address referred to in
      Section 9.02.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      24
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    (e)
      The
      failure of any Bank to make any LC Disbursement or any payment under
      Section 2.01(b)(2) or the Advance to be made by it as part of any Borrowing
      shall not relieve any other Bank of its obligation, if any, hereunder to make
      its LC Disbursement or payment or its Advance, but no Bank shall be responsible
      for the failure of any other Bank to make such LC Disbursement or payment or
      the
      Advance to be made by such other Bank.

     

    SECTION
      3.03. Notes.
      Any
      Bank
      may request that the Advances made or to be made by it be evidenced by a
      promissory note of the Company. In such event, the Company shall promptly
      prepare, execute and deliver to such Bank a promissory note payable to the
      order
      of such Bank, in substantially the form of Exhibit C (a "Note"),
      in an
      amount equal to the Commitment of such Bank and dated the date
      hereof.

    


    SECTION
      3.04. Termination
      or Reduction of the Revolving Credit Commitments.

    


    (a)
      Unless
      previously terminated, the Commitments shall automatically terminate on the
      last
      day of the Revolving Credit Availability Period.

    


    (b)
      The
      Company may at any time terminate, or from time to time reduce ratably in part,
      the Revolving Credit Commitments; provided that (i) any reduction of the
      Commitments shall be in the aggregate amount of $10,000,000 or an integral
      multiple of $5,000,000 in excess thereof and (ii) the Company shall not
      terminate or reduce the aggregate amount of the Commitments if, after giving
      effect thereto, the sum of the aggregate LC Exposures plus
      the
      aggregate principal amount of the Advances then outstanding would exceed the
      aggregate amount of the Commitments. No termination or reduction of any of
      the
      Commitments shall in any way reduce or otherwise alter the obligations of any
      Issuing Bank under an outstanding Letter of Credit or the obligations of any
      of
      the Banks under or in connection with any outstanding Letter of
      Credit.

    


    (c)
      The
      Company shall notify the Administrative Agent of any election to terminate
      or
      reduce the Commitments under Section 3.04(b) at least three Business Days
      prior to the effective date of each such termination or reduction, specifying
      such election and the effective date thereof. Promptly following receipt of
      any
      notice, the Administrative Agent shall advise the Banks of the contents thereof.
      

    


    (d)
      Each
      termination or reduction of the Commitments shall be permanent.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      25
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    SECTION
      3.05. Repayment
      of Advances and Evidence of Indebtedness.

    


    (a)
      The
      Company shall repay to the Administrative Agent for the ratable account of
      the
      Banks on the Final Maturity Date the aggregate principal amount of the Advances
      then outstanding.

    


    (b)
      Each
      Bank shall maintain in accordance with its usual practice an account or accounts
      evidencing the indebtedness of the Company to such Bank resulting from each
      Advance made by such Bank, including the amounts of principal and interest
      payable and paid to such Bank from time to time hereunder. The Administrative
      Agent shall maintain accounts in which it shall record (i) the amount of
      each Advance made hereunder, the Type thereof and the Interest Period, if any,
      applicable thereto, (ii) the amount of any principal or interest due and
      payable or to become due and payable from the Company to each Bank hereunder
      and
      (iii) the amount of any sum received by the Administrative Agent hereunder
      for the account of the Banks and each Bank's share thereof. The entries made
      in
      the accounts maintained pursuant to this Section shall be prima facie
      evidence
      of the existence and amounts of the obligations recorded therein; provided
      that the
      failure of any Bank or the Administrative Agent to maintain such accounts or
      any
      error therein shall not in any manner affect the obligation of the Company
      to
      repay the Advances in accordance with the terms of this Agreement. 

    


    SECTION
      3.06. Interest
      on Advances.
      The
      Company shall pay interest on the unpaid principal amount of each Advance,
      from
      the date of such Advance until such principal amount shall be paid in full,
      at
      the following rates per annum:

    


    (a)
      Base
      Rate Advances.
      During
      such periods as such Advance is a Base Rate Advance, a rate per annum equal
      at
      all times to the Base Rate in effect from time to time, payable quarterly in
      arrears on the last day of each March, June, September and December and on
      the
      date such Base Rate Advance shall be Converted or paid in full.

    


    (b)
      Eurodollar
      Rate Advances.
      During
      such periods as such Advance is a Eurodollar Rate Advance, a rate per annum
      equal at all times during each Interest Period for such Advance to the sum
      of
      (x) the Eurodollar Rate for such Interest Period for such Advance plus
      (y) the Applicable Margin, payable in arrears on the last day of such
      Interest Period and, if such Interest Period has a duration of more than three
      months, on each day that occurs during such Interest Period every three months
      from the first day of such Interest Period and on the date such Advance shall
      be
      Converted or paid in full.

    


    (c)
      Default
      Interest.
      Notwithstanding Sections 3.06(a) and 3.06(b), upon the occurrence and during
      the
      continuance of an Event of Default, the Company shall pay interest on the
      outstanding principal amount of each Advance, and on the unpaid amount of all
      interest, fees and other amounts payable by the Company hereunder, such interest
      to be paid in arrears on the date such amount shall be paid in full and on
      demand, at a rate per annum equal at all times to (i) in the case of any
      amount of principal, 2% per annum above the rate per annum required to be paid
      pursuant to paragraph (a) or (b) above, as the case may be and (ii) in
      the case of all other amounts, 2% per annum above the Base Rate from time to
      time.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      26
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    SECTION
      3.07. Interest
      Rate Determination.

    


    (a)
      If
      the Eurodollar Rate does not appear on Page 3750 of the Telerate Service (or
      any
      successor page), each Reference Bank agrees to furnish to the Administrative
      Agent timely information for the purpose of determining each Eurodollar Rate.
      If
      the Eurodollar Rate does not appear on said Page 3750 (or any successor page),
      and if any one or more of the Reference Banks shall not furnish such timely
      information to the Administrative Agent for the purpose of determining any
      such
      interest rate, the Administrative Agent shall determine such interest rate
      on
      the basis of timely information furnished by the remaining Reference Banks.
      The
      Administrative Agent shall give prompt notice to the Company and the Banks
      of
      the applicable interest rate determined by the Administrative Agent for purposes
      of Section 3.06(b), and the rate, if any, furnished by each Reference Bank
      for
      the purpose of determining the interest rate under Section 3.06(b).

    


    (b)
      If,
      with
      respect to any Eurodollar Rate Advances, the Majority Banks notify the
      Administrative Agent that the Eurodollar Rate for any Interest Period for such
      Advances will not adequately reflect the cost to such Majority Banks of making,
      funding or maintaining their respective Eurodollar Rate Advances for such
      Interest Period, the Administrative Agent shall forthwith so notify the Company
      and the Banks, whereupon (i) such Eurodollar Rate Advances will
      automatically, on the last day of the then existing Interest Period therefor,
      Convert into Base Rate Advances, and (ii) the obligation of the Banks to
      make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended
      until the Administrative Agent shall notify the Company and the Banks that
      the
      circumstances causing such suspension no longer exist.

    


    (c)
      If
      the Company shall fail to select the duration
      of any
      Interest Period for any Eurodollar Rate Advances in accordance with the
      provisions contained in the definition of "Interest Period" in Section 1.01,
      the
      Administrative Agent will forthwith so notify the Company and the Banks and
      the
      Company will be deemed to have selected an Interest Period of one
      month.

    


    (d)
      If
      the aggregate unpaid principal amount of Eurodollar Rate Advances comprising
      any
      Borrowing shall be reduced, by payment or prepayment or otherwise, to less
      than
      $10,000,000, such Advances shall automatically Convert into Base Rate Advances
      on the last day of the Interest Period applicable thereto.

    


    (e)
      If
      the
      Eurodollar Rate does not appear on Page 3750 of the Telerate Service (or any
      successor page) and fewer than two Reference Banks furnish timely information
      to
      the Administrative Agent for determining the Eurodollar Rate for any Eurodollar
      Rate Advances,

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

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        27
        -

       

    

    
      	 	
              (i)

            	
              the
                Administrative Agent shall forthwith notify the Company and the Banks
                that
                the interest rate cannot be determined for such Eurodollar Rate
                Advances,

            


    

    


    
      	 	
              (ii)

            	
              each
                such Advance will automatically, on the last day of the then existing
                Interest Period therefor, Convert into a Base Rate Advance (or if
                such
                Advance is then a Base Rate Advance, will continue as a Base Rate
                Advance), and

            


    

    


    
      	 	
              (iii)

            	
              the
                obligation of the Banks to make, or to Convert Advances into, Eurodollar
                Rate Advances shall be suspended until the Administrative Agent shall
                notify the Company and the Banks that the circumstances causing such
                suspension no longer exist.

            


    

    


    SECTION
      3.08. Optional
      Conversion of Advances.
      The
      Company may on any Business Day, upon notice given to the Administrative Agent
      not later than 11:00 a.m. (New York City time) on the third Business Day
      prior to the date of the proposed Conversion, Convert all Advances of one Type
      comprising the same Borrowing into Advances of the other Type or Continue
      Eurodollar Rate Advances (and in the absence of timely notice of Continuation,
      such Eurodollar Rate Advances shall Convert to Base Rate Advances on the last
      day of the then current Interest Period); provided,
      however,
      that
      any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be
      made
      only on the last day of an Interest Period for such Eurodollar Rate Advances,
      any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be
      in
      an amount not less than the minimum amount specified in Section 3.02(b) and
      no
      Conversion of any Advances shall result in more separate Borrowings than
      permitted under Section 3.02(b). Each such notice of a Conversion shall, within
      the restrictions specified above, specify (i) the date of such Conversion,
      (ii)
      the Advances to be Converted, and (iii) if such Conversion is into Eurodollar
      Rate Advances, the duration of the initial Interest Period for such Advances.
      Each notice of Conversion or Continuation shall be irrevocable and binding
      on
      the Company.

    


    SECTION
      3.09. Optional
      Prepayments of Advances.
      The
      Company may, upon same day notice not later than 11:00 a.m. (New York City
      time), in the case of Base Rate Advances, and upon not less than two Business
      Days' notice, in the case of Euro dollar Rate Advances, to the Administrative
      Agent stating the proposed date and aggregate principal amount of the
      prepayment, and if such notice is given the Company shall, prepay the
      outstanding principal amount of the Advances comprising part of the same
      Borrowing in whole or ratably in part, together with accrued interest to the
      date of such prepayment on the principal amount prepaid; provided,
      however, that (x) each partial prepayment shall be in an aggregate principal
      amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof
      and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the
      Company shall be obligated to reimburse the Banks in respect thereof pursuant
      to
      Section 10.04(c).

    


    SECTION
      3.10. Use
      of
      Proceeds.
      The
      proceeds of the Advances shall be available (and the Company agrees that such
      proceeds shall be used) for general corporate purposes of the Company and its
      Subsidiaries, including commercial paper backstop and including for the payment
      of LC Reimbursement Obligations.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      28
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    ARTICLE
      IV

     

    FEES;
      CERTAIN COMMON PROVISIONS

     

    


    SECTION
      4.01. Fees.


    


    (a)
      Commitment
      Fee.
      The
      Company shall pay to the Administrative Agent for account of each Bank a
      commitment fee at the Applicable Commitment Fee Rate on the daily average unused
      amount of the Revolving Credit Commitment of such Bank during the period from
      the date of this Agreement until the last day of the Revolving Credit
      Availability Period, payable in arrears on each Quarterly Date and on the date
      of termination of the Revolving Credit Commitments.

    


    (b)
      Letter
      of Credit Fees.
      The
      Company shall pay (i) to the Administrative Agent for account of each Bank
      a letter of credit commission at a rate per annum equal to the Applicable Margin
      on the average daily aggregate undrawn amount of each Letter of Credit during
      the period from the date of issuance thereof until the date on which such Bank
      ceases to have any LC Exposure, and (ii) directly to each Issuing Bank a
      fronting fee, which shall accrue at the rate or rates per annum separately
      agreed upon between the Company and such Issuing Bank, on the average daily
      amount of the LC Exposure with respect to outstanding Fronted Letters of Credit
      (excluding any portion thereof attributable to unreimbursed LC Disbursements)
      during the period from and including the Restatement Effective Date to but
      excluding the later of termination of the Commitments and the date on which
      there ceases to be any LC Exposure, as well as such Issuing Bank's standard
      fees
      with respect to the issuance, amendment, renewal or extension of any Fronted
      Letter of Credit or processing of drawings thereunder. Letter of credit
      commission and fronting fees accrued through and including each Quarterly Date
      shall be payable on the third Business Day following such Quarterly Date,
      commencing on the first such date to occur after the Restatement Effective
      Date;
provided
      that all
      such fees shall be payable on the date on which the Commitments terminate and
      any such fees accruing after the date on which the Commitments terminate shall
      be payable on demand. Any other fees payable to an Issuing Bank pursuant to
      this
      paragraph shall be payable within 10 days after demand. All participation fees
      and fronting fees shall be computed on the basis of a year of 360 days and
      shall
      be payable for the actual number of days elapsed (including the first day but
      excluding the last day). 

    


    (c)
      Agent's
      Fee.
      The
      Company shall pay, on demand, to the Administrative Agent for its own account
      (i) all commissions, charges and expenses with respect to the issuance,
      amendment, renewal and extension of any Letter of Credit and drawings and other
      transactions relating thereto in amounts customarily charged from time to time
      in like circumstances by the Person that is serving as Administrative Agent
      and
      (ii) all fees payable in the amounts and at the times separately agreed upon
      between the Company and the Administrative Agent with respect to the performance
      of its agency duties hereunder. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      29
      -

     

    (d)
      Payment
      of Fees.
      All
      commitment fees and letter of credit commissions payable hereunder shall be
      paid
      on the dates due, in immediately available funds, to the Administrative Agent
      for distribution, in the case of commitment fees and letter of credit
      commissions, to the Banks entitled thereto. Fees paid hereunder shall not be
      refundable under any circumstances.

    


    SECTION
      4.02. Increased
      Costs.

    


    (a)
      If,
      due to either (i) the introduction of or any change in any law or regulation
      or
      in the interpretation or administration of any law or regulation by any
      governmental authority charged with the interpretation or administration thereof
      or (ii) the compliance with any guideline or request from any central bank
      or
      other governmental authority (whether or not having the force of law), there
      shall be any increase in the cost to any Bank of agreeing to make or making,
      funding or maintaining Eurodollar Rate Advances by an amount deemed by such
      Bank
      to be material, then the Company shall from time to time, upon demand by such
      Bank (with a copy of such demand to the Administrative Agent), pay to the
      Administrative Agent for the account of such Bank additional amounts sufficient
      to compensate such Bank for such increased cost. A certificate as to the amount
      of such increased cost submitted to the Company and the Administrative Agent
      by
      such Bank shall be conclusive and binding for all purposes, absent manifest
      error. 

    


    (b)
      If
      any Bank determines that compliance with any law or regulation or any guideline
      or request from any central bank or other governmental authority (whether or
      not
      having the force of law) affects or would affect the amount of capital required
      or expected to be maintained by such Bank or any company controlling such Bank
      and that the amount of such capital is increased by or based upon the existence
      of such Bank's Commitment or the Letters of Credit or the Advances, then, upon
      demand by such Bank (with a copy of such demand to the Administrative Agent),
      the Company shall immediately pay to the Administrative Agent for the account
      of
      such Bank, from time to time as specified by such Bank, additional amounts
      sufficient to compensate such Bank or such corporation in the light of such
      circumstances, to the extent that such Bank reasonably determines such increase
      in capital to be allocable to the existence thereof. A certificate as to such
      amounts submitted to the Company and the Administrative Agent by such Bank
      shall
      be conclusive and binding for all purposes, absent manifest error.

    


    SECTION
      4.03. Illegality.
      Notwithstanding any other provision of this Agreement, if any Bank shall notify
      the Administrative Agent that the introduction of or any change in or in the
      interpretation of any law or regulation makes it unlawful, or any central bank
      or other governmental authority asserts that it is unlawful, for such Bank
      or
      its Eurodollar Lending Office to perform its obligations hereunder to make
      Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances
      hereunder, (i) each Eurodollar Rate Advance of such Bank will automatically,
      upon such demand, Convert into a Base Rate Advance and (ii) the obligation
      of
      such Bank to make, or to Convert Advances into, Eurodollar Rate Advances shall
      be suspended until the Administrative Agent shall notify the Company and such
      Bank that the circumstances causing such suspension no longer exist and such
      Bank shall make the Base Rate Advances in the amount and on the dates that
      it
      would have been requested to make Eurodollar Rate Advances had no such
      suspension been in effect.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      30
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    SECTION
      4.04. Payments
      and Computations.
      

    


    (a)
      The
      Company shall make each payment required to be made by it hereunder (whether
      of
      principal of, or interest on, the Advances, fees, LC Reimbursement Obligations
      or otherwise) prior to 1:00 p.m. New York City time, on the day when due,
      in Dollars and immediately available funds, without set-off or counterclaim.
      Any
      amounts received after such time on any date may, in the discretion of the
      Administrative Agent, be deemed to have been received on the next succeeding
      Business Day for purposes of calculating interest thereon.

    


    (b)
      All
      such payments shall be made to the Administrative Agent at the Administrative
      Agent's Account, except that payments pursuant to Section 10.04 shall be made
      directly to the Persons entitled thereto and except payments to be made directly
      to an Issuing Bank as expressly provided herein. The Administrative Agent shall
      distribute any such payments received by it for account of any other Person
      to
      the appropriate recipient promptly following receipt thereof.

    


    (c)
      If
      any payment hereunder shall be due on a day that is not a Business Day, the
      date
      for payment shall be extended to the next succeeding Business Day and, in the
      case of any payment accruing interest, interest thereon shall be payable for
      the
      period of such extension.

    


    (d)
      Upon
      its acceptance of an Assignment and Assumption and recording of the information
      contained therein in the register maintained by the Administrative Agent
      pursuant to Section 9.06(b), from and after the effective date specified in
      such
      Assignment and Assumption, the Administrative Agent shall make all payments
      hereunder in respect of the interest assigned thereby to the Bank assignee
      thereunder, and the parties to such Assignment and Assumption shall make all
      appropriate adjustments in such payments for periods prior to such effective
      date directly between themselves.

    


    (e)
      If at
      any time insufficient funds are received by and available to the Administrative
      Agent to pay fully all amounts then due hereunder, such funds shall be applied
      (i) first, to pay costs and expenses, if any, of the Administrative Agent
      required to be reimbursed hereunder, (ii) second, to pay interest and fees
      then
      due hereunder, ratably among the parties entitled thereto in accordance with
      the
      amounts of interest and fees then due to them, and (iii) third, to pay
      principal of Advances and unreimbursed LC Disbursements then due hereunder,
      ratably among the parties entitled thereto in accordance with the amounts of
      Advances and unreimbursed LC Disbursements, respectively, then due to
      them.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      31
      -

     

    (f)
      All
      computations of interest based on the Base Rate shall be made by the
      Administrative Agent on the basis of a year of 365 or 366 days, as the case
      may
      be, and all computations of interest based on the Eurodollar Rate or the Federal
      Funds Rate and of commitment fees, and of letter of credit commissions shall
      be
      made by the Administrative Agent on the basis of a year of 360 days, in each
      case for the actual number of days (including the first day but excluding the
      last day) occurring in the period for which such interest or commitment fees,
      or
      letter of credit commissions are payable. Each determination by the
      Administrative Agent of an interest rate hereunder shall be conclusive and
      binding for all purposes, absent manifest error.

    


    (g)
      Except to the extent otherwise provided herein (i) each payment of
      principal of Advances shall be for the pro rata
      account
      of the Banks in accordance with the amounts of the Advances made by them,
      (ii) each reimbursement of LC Disbursements shall be for the pro rata
      account
      of the Banks in accordance with the amounts of the LC Disbursements made by
      them, (iii) each payment of commitment fee and letter of credit commission
      shall
      be for the pro rata
      account
      of the Banks, and each increase or reduction of the Maximum Amount or reduction
      of the amount of the Commitments under Section 3.04 shall be applied
pro rata
      to the
      respective obligations of the Banks, according to their respective Applicable
      Percentages; and (iv) each payment of interest shall be made for the
pro rata
      account
      of the Banks in accordance with the amounts of interest then due and payable
      to
      them. 

    


    (h)
      Unless the Administrative Agent shall have received notice from the Company
      prior to the date on which any payment is due to the Administrative Agent for
      account of the Banks hereunder that the Company will not make such payment,
      the
      Administrative Agent may assume that the Company made such payment on such
      date
      in accordance herewith and may, in reliance upon such assumption, distribute
      to
      the Banks the amount due. In such event, if the Company has not in fact made
      such payment, then each of the Banks severally agrees to repay to the
      Administrative Agent forthwith on demand the amount so distributed to such
      Bank
      with interest thereon, for each day from the date such amount is distributed
      to
      it to the date of payment to the Administrative Agent, at the Federal Funds
      Rate.

    


    SECTION
      4.05. Taxes.
      

    


    (a)
      Any
      and all payments by the Company hereunder and under the Notes shall be made
      free
      and clear of and without deduction for any and all present or future taxes,
      levies, imposts, deductions, charges or withholdings, and all liabilities with
      respect thereto, excluding,
      in the
      case of each Bank, each Issuing Bank and the Administrative Agent, taxes imposed
      on its income, and franchise taxes imposed on it, by the jurisdiction under
      the
      laws of which such Bank, such Issuing Bank or the Administrative Agent (as
      the
      case may be) is organized or any political subdivision thereof and, in the
      case
      of each Bank and each Issuing Bank, taxes imposed on its income, and franchise
      taxes imposed on it, by the jurisdiction of such Bank's or such Issuing Bank's
      Applicable Lending Office or any political subdivision thereof (all such
      non-excluded taxes, levies, imposts, deductions, charges, withholdings and
      liabilities being hereinafter referred to as "Taxes").
      If
      the Company shall be required by law to deduct any Taxes from or in respect
      of
      any sum payable hereunder or under the Notes to any Bank, any Issuing Bank
      or
      the Administrative Agent, (i) the sum payable shall be increased as may be
      necessary so that after making all required deductions (including deductions
      applicable to additional sums payable under this Section 4.05) such Bank, such
      Issuing Bank or the Administrative Agent (as the case may be) receives an amount
      equal to the sum it would have received had no such deductions been made, (ii)
      the Company shall make such deductions and (iii) the Company shall pay the
      full amount deducted to the relevant taxation authority or other authority
      in
      accordance with applicable law.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      32
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    (b)
      In
      addition, the Company agrees to pay any present or future stamp or documentary
      taxes or any other excise or property taxes, charges or similar levies which
      arise from any payment made hereunder or from the execution, delivery or
      registration of, or otherwise with respect to, this Agreement and the Notes
      (hereinafter referred to as "Other Taxes").

    


    (c)
      The
      Company will indemnify each Bank, and the Administrative Agent for the full
      amount of Taxes or Other Taxes (including, without limitation, any Taxes and
      Other Taxes imposed by any jurisdiction on amounts payable under this Section
      4.05) paid by such Bank, or the Administrative Agent (as the case may be) and
      any liability (including penalties, interest and expenses) arising therefrom
      or
      with respect thereto, whether or not such Taxes or Other Taxes were correctly
      or
      legally asserted. This indemnification shall be made within 30 days from the
      date such Bank, or the Administrative Agent (as the case may be) makes written
      demand therefor. A certificate as to the amount of such Taxes and Other Taxes,
      submitted to the Company and the Administrative Agent by such Bank shall be
      conclusive and binding (as between the Company, the Banks and the Administrative
      Agent) for all purposes, absent manifest error. Nothing herein shall preclude
      the Company from contesting the applicability of any Taxes or Other Taxes as
      against any governmental entity, and each Bank and the Administrative Agent
      agree to cooperate in such manner as the Company may reasonably request in
      contesting any such Taxes or Other Taxes (provided
      that
      neither any Bank nor the Administrative Agent shall be required to so cooperate
      with the Company to the extent such Bank or the Administrative Agent believes
      (in its sole discretion) that (i) such Taxes or Other Taxes have been
      correctly asserted or (ii) such cooperation would be disadvantageous to it
      in
      any way).

    


    (d)
      Within 30 days after the date of any payment of Taxes, the Company will furnish
      to the Administrative Agent, at its address referred to in Section 10.02,
      the original or a certified copy of a receipt evidencing payment thereof or
      other proof of payment of such Taxes reasonably satisfactory to the relevant
      Bank(s). If no Taxes are payable in respect of any payment hereunder upon the
      request of the Administrative Agent the Company will furnish to the
      Administrative Agent, at such address, a statement to such effect with respect
      to each jurisdiction designated by the Administrative Agent.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      33
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    (e)
      Each
      Bank organized under the laws of a jurisdiction outside the United States,
      on or
      prior to the date of its execution and delivery of this Agreement (in the case
      of each Initial Bank) and on the date of the Assignment and Assumption pursuant
      to which it becomes a Bank (in the case of each other Bank), and from time
      to
      time thereafter if requested in writing by the Company (but only so long as
      such
      Bank remains lawfully able to do so), shall provide the Company with Internal
      Revenue Service form W-8ECI or W-8BEN, as appropriate, or any successor form
      prescribed by the Internal Revenue Service, certifying that such Bank is
      entitled to benefits under an income tax treaty to which the United States
      is a
      party which reduces the rate of withholding tax on payments of interest or
      certifying that the income receivable pursuant to this Agreement is effectively
      connected with the conduct of a trade or business in the United States. If
      the
      form provided by a Bank at the time such Bank first becomes a party to this
      Agreement indicates a United States interest withholding tax rate in excess
      of
      zero, withholding tax at such rate shall be considered excluded from "Taxes"
      as
      defined in Section 4.05(a).

    


    (f)
      For
      any period with respect to which a Bank has failed to provide the Company with
      the appropriate form described in Section 4.05(e) (other than if such failure
      is
      due to a change in law occurring subsequent to the date on which a form
      originally was required to be provided, or if such form otherwise is not
      required under the first sentence of subsection (e) above), such Bank shall
      not be entitled to indemnification under Section 4.05(a) with respect to Taxes
      imposed by the United States; provided, however, that should a Bank become
      subject to Taxes because of its failure to deliver a form required hereunder,
      the Company shall take such steps as the Bank shall reasonably request to assist
      the Bank to recover such Taxes.

    


    (g)
      Any
      Bank claiming any additional amounts payable pursuant to this Section 4.05
      shall use reasonable efforts (consistent with its internal policy and legal
      and
      regulatory restrictions) to change the jurisdiction of its Applicable Lending
      Office(s) if the making of such a change would avoid the need for, or reduce
      the
      amount of, any such additional amounts that may thereafter accrue and would
      not,
      in the reasonable judgment of such Bank, be otherwise disadvantageous to such
      Bank.

    


    


     

    ARTICLE
      V

     

    RESTATEMENT
      EFFECTIVE DATE; CONDITIONS PRECEDENT

     

    


    SECTION
      5.01. Restatement
      Effective Date.
      The
      amendment and restatement of the Existing Agreement provided for herein shall
      become effective on the date (the "Restatement
      Effective Date"
      on
      which the Administrative Agent notifies the Company that it has received, on
      or
      prior to May 12, 2006, the following documents, each dated (except as otherwise
      provided below) the Restatement Effective Date, in form and substance
      satisfactory to the Administrative Agent and in sufficient copies for each
      Bank:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      34
      -

     

    (a)
      Certified copies of (x) the charter and by-laws of the Company, (y) the
      resolutions of the Board of Directors of the Company authorizing and approving
      this Agreement and the Notes, and (z) documents evidencing all other
      necessary corporate action and governmental approvals, if any, with respect
      to
      the Company's making and performance of this Agreement.

    


    (b)
      A
      certificate of the Secretary or an Assistant Secretary of the Company certifying
      the names and true signatures of the officers of the Company authorized to
      sign
      this Agreement and the Notes and the other documents to be delivered
      hereunder.

    


    (c)
      A
      certificate from the Secretary of State of the State of Delaware dated a date
      reasonably close to the Restatement Effective Date as to the good standing
      of
      and charter documents filed by the Company.

    


    (d)
      A
      favorable opinion of Christine Reuther, Esq., Senior Counsel of the Company,
      in
      substantially the form of Exhibit E.

    


    (e)
      A
      favorable opinion of Milbank, Tweed, Hadley & McCloy LLP, special New York
      counsel to the Administrative Agent, in substantially the form of Exhibit
      F.

    


    (f)
      A
      certificate of a Responsible Officer of the Company certifying that (i) no
      Default or Event of Default as of the date thereof has occurred and is
      continuing, and (ii) the representations and warranties contained in
      Section 6.01 are true and correct on and as of the date thereof as if made
      on and as of such date.

    


    (g)
      Evidence of payment of all fees and other amounts due and payable under or
      in
      connection with the Existing Agreement or this Agreement on or prior to the
      Restatement Effective Date, including without limitation payment in full of
      all
      fees and other amounts owing to each "Bank" as defined in the Existing Agreement
      that is not a Bank hereunder (each a "Declining
      Bank"),
      and
      including, to the extent invoiced, reimbursement or payment of all out-of-pocket
      expenses required to be reimbursed or paid by the Company
      hereunder.

    


    (h)
      Such
      other approvals, opinions and documents relating to this Agreement and the
      transactions contemplated hereby as the Administrative Agent or any Bank,
      through the Administrative Agent, may reasonably request.

    


    The
      Administrative Agent will promptly notify the Banks of the occurrence of the
      Restatement Effective Date. Effective on the Restatement Effective Date each
      Declining Bank shall cease to be a party hereto and to have any rights or
      obligations hereunder.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      35
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    SECTION
      5.02. Conditions
      Precedent to Each Extension of Credit and Each Amendment of each Letter of
      Credit .
      The
      obligation of (i) each Bank (a) to participate in the issuance of any
      Multi-Bank Letter of Credit, (b) to make an Advance on the occasion of each
      Borrowing, and (c) to amend any Letter of Credit to increase the Maximum
      Amount thereof pursuant to Section 2.01 and (ii) each Issuing Bank to
      issue any Fronted Letter of Credit shall be subject to the conditions precedent
      that the Restatement Effective Date shall have occurred on or prior to
      May 12, 2006 and on the date of such issuance, such Borrowing or such
      increase the following statements shall be true (and each of the giving of
      the
      applicable Notice of Issuance, Notice of Borrowing or Notice of Increase and
      the
      acceptance by the Company of the proceeds of such Borrowing shall constitute
      a
      representation and warranty by the Company that on the date of such issuance,
      Borrowing or increase, as the case may be, such statements are
      true):

    


    (a)
      the
      representations and warranties contained in Section 6.01 (other than the last
      sentence of Section 6.01(e) and other than Section 6.01(f)) shall be true and
      correct in all material respects on and as of the date of such issuance,
      Borrowing or increase, before and after giving effect thereto and, in the case
      of a Borrowing, to the application of the proceeds thereof, as though made
      on
      and as of such date, 

    


    (b)
      no
      Default or Event of Default shall have occurred and be continuing, or would
      result from such issuance, Borrowing or increase or, in the case of a Borrowing,
      from the application of the proceeds thereof, and

    


    (c)
      the
      Administrative Agent shall have received the relevant Notice of Issuance or
      Notice of Increase in accordance with Section 2.01(f), or the relevant Notice
      of
      Borrowing in accordance with Section 3.02(a).

    


     

    ARTICLE
      VI

     

    REPRESENTATIONS
      AND WARRANTIES

     

     

    SECTION
      6.01. Representations
      and Warranties of the Company.
      The
      Company represents and warrants to the Banks and the Administrative Agent as
      follows:

    


    (a)
      The
      Company (i) is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Delaware, (ii) is duly qualified and
      in
      good standing as a foreign corporation in each other jurisdiction in which
      it
      owns or leases property or in which the conduct of its business requires it
      to
      so qualify or be licensed and where, in each case, failure so to qualify and
      be
      in good standing could have a Material Adverse Effect and (iii) has all
      requisite corporate power and authority to own or lease and operate its property
      and to carry on its business as now conducted and as proposed to be
      conducted.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      36
      -

     

    (b)
      The
      execution, delivery and performance by the Company of this Agreement and the
      Notes are within the Company's corporate powers, have been duly authorized
      by
      all necessary corporate action, and do not (i) contravene the Company's
      charter or by-laws, (ii) contravene any contractual restriction binding on
      the
      Company or (iii) violate any law, rule or regulation (including, without
      limitation, the Securities Act of 1933 and the Exchange Act and the regulations
      thereunder and Regulations U and X issued by the Board of Governors of the
      Federal Reserve System, each as from time to time amended), or order, writ,
      judgment, injunction, decree, determination or award.

    


    (c)
      No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority or regulatory body is required for the due execution,
      delivery and performance by the Company of this Agreement and the
      Notes.

    


    (d)
      This
      Agreement is, and each Note when duly executed and delivered for value will
      be,
      the legal, valid and binding obligation of the Company, enforceable against
      the
      Company in accordance with its terms.

    


    (e)
      The
      Company has heretofore furnished to each of the Banks (i) the consolidated
      balance sheet of the Company and its Subsidiaries as at December 31, 2005,
      and the related consolidated statements of income and retained earnings of
      the
      Company and its Consolidated Subsidiaries for the fiscal year then ended, with
      the opinion thereon of PricewaterhouseCoopers, LLP and (ii) the unaudited
      consolidated balance sheet of the Company and its Subsidiaries as at
      March 31, 2006 and the related statements of consolidated income and
      retained earnings of the Company and its Consolidated Subsidiaries for the
      three-month period ended on said date. All such financial statements fairly
      present the consolidated financial condition of the Company and its Consolidated
      Subsidiaries as at such dates and the results of the operations of the Company
      and its Consolidated Subsidiaries for the fiscal year and three-month period
      ended on such dates (subject, in the case of such financial statements as at
      March 31, 2006, to normal year-end audit adjustments), all in accordance
      with generally accepted accounting principles consistently applied. Since
      December 31, 2005, no Material Adverse Change has occurred, except as may
      have been disclosed in the Company's form 10-K filed with the Securities
      and Exchange Commission for the period ending December 31, 2005.


    


    (f)
      Except for the Disclosed Litigation, there is no pending or threatened action
      or
      proceeding affecting the Company or any of its Material Subsidiaries before
      any
      court, governmental agency or arbitrator which (i) is reasonably likely to
      have
      a Material Adverse Effect or (ii) purports to affect this Agreement or the
      transactions contemplated hereby; and since the date of this Agreement there
      has
      been no adverse change in the status, or financial effect on the Company or
      any
      of its Subsidiaries, with respect to the Disclosed Litigation.

    


    (g)
      The
      Company is not engaged in the business of extending credit for the purpose
      of
      buying or carrying Margin Stock, and no part of the proceeds of any Advance
      hereunder will be used, directly or indirectly, for the purpose, whether
      immediate, incidental or ultimate, of buying or carrying any Margin
      Stock.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      37
      -

     

    (h)
      The
      Company is not an "investment company", or a Person "controlled by" an
      "investment company", as such terms are defined in the Investment Company Act
      of
      1940, as amended.

    


    (i)
      All
      information that has been made available by the Company or any of its
      representatives to the Administrative Agent or any Bank in connection with
      the
      negotiation of this Agreement was, on or as of the dates on which such
      information was made available, complete and correct in all material respects
      and did not contain any untrue statement of a material fact or omit to state
      a
      fact necessary to make the statements contained therein not misleading in light
      of the time and circumstances under which such statements were made. All
      financial projections that have been prepared by the Company and made available
      to the Administrative Agent or any Bank in connection with the negotiation
      of
      this Agreement have been prepared in good faith based upon reasonable
      assumptions (it being understood that such projections are subject to
      significant uncertainties and contingencies, many of which are beyond the
      Company's control, and that no assurance can be given that such projections
      will
      be realized).

    


    (j)
      The
      Company is Solvent.

    


    (k)
      Without limiting the foregoing paragraphs (a) through (j), the Company and
      each of its Subsidiaries is in compliance with all laws, statutes, rules,
      regulations and orders binding on or applicable to the Company, its Subsidiaries
      and all of their respective properties, except to the extent failure to so
      comply could not (either individually or in the aggregate) reasonably be
      expected to have a Material Adverse Effect.

    
 

     

    ARTICLE
      VII

     

    COVENANTS
      OF THE COMPANY

     

    


    SECTION
      7.01. Affirmative
      Covenants.
      So
      long
      as any Advance shall remain unpaid or any Bank shall have any LC Exposure or
      Revolving Credit Exposure hereunder, and until payment in full of all other
      amounts payable by the Company hereunder, the Company covenants and agrees
      that,
      unless the Majority Banks shall otherwise consent in writing:

    


    (a)
      Corporate
      Existence, Compliance with Laws, Etc.
      The
      Company will, and will cause each Material Subsidiary to, maintain its corporate
      existence (provided
      that
      nothing in this sentence shall prohibit any transaction expressly permitted
      under Section 7.02(c)), and will comply, and will cause each Material
      Subsidiary to comply, with all applicable laws, statutes, rules, regulations
      and
      orders, such compliance to include, without limitation, compliance with ERISA
      and applicable environmental laws and regulations, except for any non-compliance
      which could not (either individually or in the aggregate) reasonably be expected
      to have a Material Adverse Effect.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      38
      -

     

    (b)
      Payment
      of Taxes and other Obligations.
      The
      Company will, and will cause each of its Material Subsidiaries to, pay and
      discharge at or before maturity all of their respective material obligations
      and
      liabilities (including, without limitation, claims of materialmen, warehousemen
      and the like which if unpaid might by law give rise to a Lien) and pay and
      discharge
      all
      taxes, assessments and governmental charges or levies imposed on it or on its
      income or profits or on any of its property prior to the date on which penalties
      attach thereto, except for any such tax, assessment, charge or levy the payment
      of which is being contested in good faith and by proper proceedings and against
      which adequate reserves are being maintained in accordance with generally
      accepted accounting principles or where the failure to pay or discharge such
      tax, assessment, charge or levy could not reasonably be expected to have a
      Material Adverse Effect. 

    


    (c)
      Maintenance
      and Inspection of Books and Records.
      The
      Company will, and will cause each of its Material Subsidiaries to, (i) maintain
      appropriate books and records in which full, true and correct entries shall
      be
      made of all dealings and transactions in relation to its business and activities
      and (ii) permit representatives of any Bank or the Administrative Agent, during
      normal business hours and as often as may be desired at their own cost and
      expense (provided,
      that if
      a Default has occurred and is continuing the Company shall indemnify each Bank
      and the Administrative Agent for such costs and expenses that are reasonable
      and, where possible, documented) to examine, copy and make extracts from its
      books and records, and to discuss its business and affairs with its officers.
      

    


    (d)
      Maintenance
      of Property; Insurance.
      The
      Company will, and will cause each of its Material Subsidiaries to, (i) maintain
      all of its property useful and necessary in the business conducted by the
      Company and its Material Subsidiaries in good working order and condition,
      ordinary wear and tear excepted, except where failure to do so would not
      reasonably be expected to have a Material Adverse Effect, and (ii) maintain
      insurance with creditworthy insurance companies, or self-insure, against such
      risks and in such amounts as are usually maintained or insured against by other
      companies of established repute engaged in the same or a similar business;
      and
      will furnish to the Banks, upon request from the Administrative Agent,
      information presented in reasonable detail as to the insurance so
      maintained.

    


    (e)
      Ranking.
      The
      Company will promptly take all actions as may be necessary to ensure that the
      payment obligations of the Company under this Agreement and the Notes will
      at
      all times constitute unconditional and unsubordinated general obligations of
      the
      Company ranking at least pari passu
      in
      priority of payment with all other present and future unsecured and
      unsubordinated Indebtedness of the Company.

    


    (f)
      Reporting
      Requirements.
      The
      Company will furnish to
      the
      Banks:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      -
        39
        -

       

    

    
      	 	
              (i)

            	
              as
                soon as available and in any event within 60 days after the end of
                each of
                the first three quarters of each fiscal year of the Company, the
                quarterly
                report of the Company for such fiscal quarter on Form 10-Q filed
                with the
                Securities and Exchange Commission;

            


    

    


    
      	 	
              (ii)

            	
              as
                soon as available and in any event within five Business Days after
                the
                date on which the Company is required to file the annual report of
                the
                Company for each fiscal year on Form 10-K filed with the Securities
                and Exchange Commission (without giving effect to any extension of
                such
                due date);

            


    

    


    
      	 	
              (iii)

            	
              as
                soon as possible and in any event within five days after the occurrence
                of
                any Default or any Event of Default continuing on the date of such
                statement, a statement of a Responsible Officer of the Company setting
                forth details of such Default or Event of Default and the action
                which the
                Company has taken and proposes to take with respect
                thereto;

            


    

    


    
      	 	
              (iv)

            	
              contemporaneously
                with the delivery of the financial statements provided for in
                clauses (i) and (ii) above, a duly completed certificate, signed by
                the chief accounting
                officer or chief financial officer or assistant treasurer or treasurer
                or
                controller of the Company setting forth in reasonable
                detail the data and computations necessary to demonstrate compliance
                with
                the ratio contained in Section 7.02(d) hereof;


            


    

    


    
      	 	
              (v)

            	
              promptly
                after the filing thereof, copies of each Form 8-K that the Company
                files
                with the Securities and Exchange Commission, or notice of the filing
                thereof with an electronic link thereto;
                and

            


    

    


    
      	 	
              (vi)

            	
              promptly
                from time to time such other information respecting the condition
                (financial or otherwise) or operations of the Company or any of its
                Material Subsidiaries as any Bank through the Administrative Agent
                may
                from time to time reasonably request (provided that the Company shall
                not
                be obligated
                to
                furnish to any Bank any information pursuant to this clause (vi) that
                the Company reasonably believes to be material non-public
                information).

            


    

    


    (g)
      Change
      in Nature of Business.
      The
      Company will remain primarily an insurance and health care holding
      company.

    


    (h)
      VADBe
      Hedge.
      The
      Company will cause Connecticut General to maintain the VADBe Hedge in effect
      such that the expected economic exposure over time to stock market fluctuations
      is immaterial to the Company's financial condition. It is recognized by the
      Banks that the VADBe Hedge does not address any risks associated with the
      variable annuity death benefit reinsurance contracts other than those for which
      the VADBe Hedge was initially implemented. Unhedged risks include mortality,
      lapse, statutory reserving, volatility, and partial surrenders.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      40
      -

     

    SECTION
      7.02. Negative
      Covenants.
      So
      long
      as any Advance shall remain unpaid or any Bank shall have any LC Exposure or
      Revolving Credit Exposure hereunder, and until payment in full of all other
      amounts payable by the Company hereunder, the Company covenants and agrees
      that,
      without the written consent of the Majority Banks:

    


    (a)
      Liens.
      The
      Company will not, and will not permit any of its Material Subsidiaries to,
      at
      any time create, assume or suffer to exist any Lien upon or with respect to
      any
      of the capital stock of any of its Material Subsidiaries.

    


    (b)
      Material
      Subsidiary Stock.
      The
      Company will not, and will not permit any of its Material Subsidiaries to,
      convey, transfer or otherwise dispose of (whether by or pursuant to merger,
      consolidation or any other arrangement) any capital stock of any of its Material
      Subsidiaries (other than to the Company or to a Wholly Owned Subsidiary of
      the
      Company); provided
      that
      nothing in this Section 7.02(b) shall prohibit any transaction expressly
      permitted under Section 7.02(c).

    


    (c)
      Mergers,
      Etc.
      The
      Company will not, and will not permit any Material Subsidiary to, merge or
      consolidate with or into, or convey, transfer, lease or otherwise dispose of,
      whether in one transaction or in a series of transactions, all or substantially
      all of the property (whether now owned or hereafter acquired) of the Company
      or
      such Material Subsidiary to, any Person, except that:

    


    
      	 	
              (i)

            	
              any
                such Material Subsidiary may merge or consolidate with or into (or
                convey,
                transfer, lease or otherwise dispose of any or all the assets of
                such
                Material Subsidiary to) the Company or any Wholly Owned Subsidiary
                of the
                Company;

            


    

    


    
      	 	
              (ii)

            	
              the
                Company or any such Material Subsidiary may convey, transfer or otherwise
                dispose of all or substantially all of the capital stock or property
                of a
                Material Subsidiary to another Person for a consideration consisting
                of
                cash or other Property that, in the good faith determination of the
                Company's Board of Directors, is at least equal to the fair value
                of the
                capital stock or property (as the case may be) so conveyed, transferred
                or
                otherwise disposed of; and

            


    

    


    
      	 	
              (iii)

            	
              the
                Company may merge or consolidate with or into any other Person so
                long as
                (x) immediately after giving effect to such transaction, no Event
                of
                Default would exist and (y) the Company is the surviving
                corporation.

            


    

    


    (d)
      Leverage
      Ratio.
      The
      Company will not permit the Leverage Ratio to be at any time greater than 0.400
      to 1.00.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      41
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    ARTICLE
      VIII

     

    EVENTS
      OF
      DEFAULT

     

    


    SECTION
      8.01. Events
      of Default.
      If
      any of
      the following events (each an "Event
      of Default")
      shall
      occur and be continuing:

    


    (a)
      The
      Company shall fail to pay in full when due any principal of any Advance or
      any
      LC Reimbursement Obligation; or the Company shall fail to pay any interest
      on
      any Advance or LC Reimbursement Obligation, or any commitment fee or letter
      of
      credit commission, when due and such failure remains unremedied for three
      Business Days; or the Company shall fail to pay any other amount payable
      hereunder when due and such failure remains unremedied for three Business Days
      after notice thereof shall have been given to the Company by the Administrative
      Agent or any Bank (through the Administrative Agent); or

    


    (b)
      Any
      representation or warranty made by the Company herein or by the Company (or
      any
      of its officers) in connection with this Agreement shall prove to have been
      incorrect in any material respect when made; or

    


    (c)
      (i)
      The Company shall fail to perform or observe any term, covenant or agreement
      contained in Section 7.01(c)(ii), 7.01(f)(iii), 7.01(g) or 7.02; or (ii)
      the Company shall fail to perform or observe any other term or covenant of
      this
      Agreement on its part to be performed or observed, and such failure remains
      unremedied for 30 days after notice thereof shall have been given to the Company
      by the Administrative Agent or any Bank (through the Administrative Agent);
      or


    


    (d)
      The
      Company shall fail to pay any principal of any other Debt of the Company which
      is outstanding in a principal amount of at least $75,000,000 (or its equivalent
      in other currencies) in the aggregate when the same becomes due and payable
      (whether at scheduled maturity, by required prepayment, acceleration, demand
      or
      otherwise); or any other event shall occur or condition shall exist under any
      agreement or instrument relating to any such Debt and shall continue after
      the
      applicable grace period, if any, specified in such agreement or instrument,
      if
      the effect of such event or condition is to accelerate, or to permit the
      acceleration of, the maturity of such Debt; or any such Debt shall be declared
      to be due and payable, or required to be prepaid (other than by a regularly
      scheduled required prepayment), redeemed, purchased or defeased, or an offer
      to
      prepay, redeem, purchase or defease such Debt shall be required to be made,
      in
      each case prior to the stated maturity thereof; or

    


    (e)
      The
      Company or any of its Material Subsidiaries shall generally not pay its debts
      as
      such debts become due, or shall admit in writing its inability to pay its debts
      generally, or shall make a general assignment for the benefit of creditors;
      or
      any proceeding shall be instituted by or against the Company or any of its
      Material Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or
      seeking liquidation, winding up, reorganization, arrangement, adjustment,
      protection, relief, or composition of it or its debts under any law relating
      to
      bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
      entry of an order for relief or the appointment of a receiver, trustee,
      custodian or other similar official for it or for any substantial part of its
      property and, in the case of any such proceeding instituted against the Company
      or any of its Material Subsidiaries, such proceeding shall remain undismissed
      or
      unstayed for a period of 60 days; or the Company or any of its Material
      Subsidiaries shall take any corporate action to authorize any of the actions
      set
      forth above in this subsection (e); or

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      42
      -

     

    (f)
      In
      connection with the actual or alleged insolvency of any Material Insurance
      Subsidiary of the Company, any Insurance Regulatory Authority shall appoint
      a
      rehabilitator, receiver, custodian, trustee, conservator or liquidator or the
      like (collectively, a "conservator")
      for
      such Material Insurance Subsidiary, or cause possession of all or any
      substantial portion of the property of such Material Insurance Subsidiary to
      be
      taken by any conservator (or any Insurance Regulatory Authority shall commence
      any action to effect any of the foregoing); or

    


    (g)
      One
      or more judgments in an aggregate amount in excess of $50,000,000 shall be
      rendered against the Company or any of its Material Subsidiaries and either
      (i) enforcement proceedings shall have been commenced by any creditor upon
      any such judgment or order and such proceedings shall not have been stayed
      or
      (ii) there shall be any period of 60 consecutive days during which a stay of
      enforcement of any such judgment or order, by reason of a pending appeal or
      otherwise, shall not be in effect; or

    


    (h)
      A
      Change in Control shall occur; or

    


    (i)
      the
      Company shall fail to pay when due an amount or amounts aggregating in excess
      of
      $25,000,000 which it shall have become liable to pay under Title IV of ERISA;
      

    


    THEN,
      and
      in every such event, and at any time thereafter during the continuance of such
      event, the Administrative Agent shall, if requested by the Majority Banks,
      by
      notice to the Company take any or all of the following actions, at the same
      or
      different times: (i) terminate the Commitments, whereupon they shall
      forthwith terminate (without prejudice to the obligations of any Bank (including
      any Issuing Bank) under any Letter of Credit as then in effect),
      (ii) demand provision of cover from the Company in an amount equal to the
      then aggregate amount of LC Exposure of the Banks, whereupon the Company shall
      forthwith pay such amount in Dollars and immediately available funds to the
      Collateral Account and (iii) declare that the Advances, all interest
      thereon, all fees, commissions and other obligations of the Company accrued
      hereunder to be forthwith due and payable immediately, whereupon they shall
      forthwith become due and payable without presentment, demand, protest or other
      notice of any kind, all of which are hereby waived by each Company, provided
      that in
      the case of any of the Events of Default specified in clause (e) or (f)
      above, without any notice to the Company or any other act by the Administrative
      Agent or the Banks, the Commitments shall thereupon terminate (without prejudice
      to the obligations of the Banks under any Letters of Credit as then in effect),
      and the Advances, all such interest and all such fees, commissions and other
      obligations of the Company accrued hereunder, including without limitation
      the
      obligation to provide cover as aforesaid, shall automatically become due and
      payable without presentment, demand, protest or notice of any kind, all of
      which
      are hereby waived by each Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      43
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    ARTICLE
      IX

     

    THE
      ADMINISTRATIVE AGENT

     

    


    SECTION
      9.01. Authorization
      and Action.
      Each
      Bank
      hereby appoints and authorizes the Administrative Agent to take such action
      as
      administrative agent on its behalf and to exercise such powers under this
      Agreement as are delegated to the Administrative Agent by the terms hereof,
      together with such powers as are reasonably incidental thereto. As to any
      matters not expressly provided for by this Agreement, the Administrative Agent
      shall not be required to exercise any discretion or take any action, but shall
      be required to act or to refrain from acting (and shall be fully protected
      in so
      acting or refraining from acting) upon the instructions of the Majority Banks,
      and such instructions shall be binding upon all Banks; provided,
      however,
      that
      the Administrative Agent shall not be required to take any action which exposes
      the Administrative Agent to personal liability or which is contrary to this
      Agreement or applicable law.

    


    SECTION
      9.02. Administrative
      Agent's Reliance, Etc.  Neither
      the Administrative Agent nor any of its directors, officers, agents or employees
      shall be liable to the Banks for any action taken or omitted to be taken by
      it
      or them under or in connection with this Agreement, except for its or their
      own
      gross negligence or willful misconduct. Without limitation of the generality
      of
      the foregoing, the Administrative Agent: (i) may consult with legal counsel
      (including counsel for the Company), independent public accountants and other
      experts selected by it and shall not be liable to the Banks for any action
      taken
      or omitted to be taken in good faith by it in accordance with the advice of
      such
      counsel, accountants or experts; (ii) makes no warranty or representation to
      any
      Bank and shall not be responsible to any Bank for any statements, warranties
      or
      representations (whether written or oral) made in or in connection with this
      Agreement; (iii) shall not have any duty to ascertain or to inquire as to the
      performance or observance of any of the terms, covenants or conditions of this
      Agreement on the part of the Company or to inspect the property (including
      the
      books and records) of the Company or any of its Subsidiaries; (iv) shall
      not be responsible to any Bank for the due execution (other than its own),
      legality, validity, enforceability, genuineness, sufficiency or value of this
      Agreement or any related agreement, instrument or document furnished pursuant
      hereto; and (v) shall incur no liability to the Banks under or in respect
      of this Agreement by acting upon any notice, consent, certificate or other
      instrument or writing (which may be by telecopier, telegram, cable or telex)
      reasonably believed by it to be genuine and signed or sent by the proper party
      or parties.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      44
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    SECTION
      9.03. Citibank
      and Affiliates.
      With
      respect to its Commitments Citibank shall have the same rights and powers under
      this Agreement as any other Bank and may exercise the same as though it were
      not
      the Administrative Agent, and the term "Bank" or "Banks" shall, unless otherwise
      expressly indicated, include Citibank in its individual capacity. Citibank
      and
      its Affiliates may accept deposits from, lend money to, act as trustee under
      indentures of, and generally engage in any kind of business with, the Company,
      any of its Subsidiaries and any Person who may do business with or own
      securities of the Company or any such Subsidiary, all as if Citibank were not
      the Administrative Agent and without any duty to account therefor to the
      Banks.

    


    SECTION
      9.04. Bank
      Credit Decision.
      Each
      Bank
      acknowledges that it has, independently and without reliance upon the
      Administrative Agent or any other Bank and based on the financial statements
      referred to in Section 6.01 and such other documents and information as it
      has
      deemed appropriate, made its own credit analysis and decision to enter into
      this
      Agreement. Each Bank also acknowledges that it will, independently and without
      reliance upon the Administrative Agent or any other Bank and based on such
      documents and information as it shall deem appropriate at the time, continue
      to
      make its own credit decisions in taking or not taking action under this
      Agreement.

    


    SECTION
      9.05. Indemnification.
      The
      Banks
      agree to indemnify the Administrative Agent (to the extent not reimbursed by
      the
      Company), ratably according to the respective amounts of their Commitments
      as
      most recently in effect, from and against any and all liabilities, obligations,
      losses, damages, penalties, actions, judgments, suits, costs, expenses or
      disbursements of any kind or nature whatsoever which may be imposed on, incurred
      by, or asserted against the Administrative Agent in any way relating to or
      arising out of this Agreement or any action taken or omitted by the
      Administrative Agent under this Agreement, provided
      that no
      Bank shall be liable for any portion of such liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      resulting from the Administrative Agent's gross negligence or willful
      misconduct. Without limiting the foregoing, each Bank agrees to reimburse the
      Administrative Agent promptly upon demand for its ratable share of any
      out-of-pocket expenses (including counsel fees) incurred by the Administrative
      Agent in connection with the preparation, execution, delivery, administration,
      modification, amendment or enforcement (whether through negotiations, legal
      proceedings or otherwise) of, or legal advice in respect of rights or
      responsibilities under, this Agreement, to the extent that the Administrative
      Agent is not reimbursed for such expenses by the Company.

    


    SECTION
      9.06. Successor
      Administrative Agent.
      The
      Administrative Agent may resign at any time by giving written notice thereof
      to
      the Banks and the Company and may be removed at any time with or without cause
      by the Majority Banks. Upon any such resignation or removal, the Majority Banks
      shall have the right to appoint a successor Administrative Agent that, unless
      a
      Default or Event of Default shall have occurred and then be continuing, is
      reasonably acceptable to the Company. If no successor Administrative Agent
      shall
      have been so appointed by the Majority Banks, and shall have accepted such
      appointment, within 30 days after the retiring Administrative Agent's giving
      of
      notice of resignation or the Majority Banks' removal of the retiring
      Administrative Agent, then the retiring Administrative Agent may, on behalf
      of
      the Banks, appoint a successor Administrative Agent, which shall be a commercial
      bank organized under the laws of the United States of America or of any State
      thereof and having total assets of at least $1,000,000,000. Upon the acceptance
      of any appointment as Administrative Agent hereunder by a successor
      Administrative Agent, such successor Administrative Agent shall thereupon
      succeed to and become vested with all the rights, powers, privileges and duties
      of the retiring Administrative Agent, and the retiring Administrative Agent
      shall be discharged from its duties and obligations under this Agreement. After
      any retiring Administrative Agent's resignation or removal hereunder as
      Administrative Agent, the provisions of this Article VII shall inure to its
      benefit as to any actions taken or omitted to be taken by it while it was
      Administrative Agent under this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      45
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    SECTION
      9.07. Joint
      Lead Arrangers.
      Citigroup Global Markets Inc., Banc of America Securities LLC and J.P. Morgan
      Securities Inc. in their respective capacities as Joint Lead Arrangers and
      Joint
      Book Managers and Bank of America, N.A., in its capacity as Syndication
      Agent, shall have no obligations or liabilities whatsoever
      hereunder.

    


    SECTION
      9.08. Trust
      Indenture Act.
      In the
      event that Citibank or any of its Affiliates shall be or become an indenture
      trustee under the Trust Indenture Act of 1939, as amended, in respect of any
      securities issued or guaranteed by the Company, the parties hereto acknowledge
      and agree that any payment or property received in satisfaction of or in respect
      of any obligation of the Company hereunder or under any Letter of Credit by
      or
      on behalf of Citibank in its capacity as the Administrative Agent for the
      benefit of the Company hereunder or any Letter of Credit (other than Citibank
      or
      an Affiliate of Citibank) and which is applied in accordance herewith shall
      be
      deemed to be exempt from the requirements of Section 311 of said Act pursuant
      to
      Section 311(b)(3) thereof.

    


     

    ARTICLE
      X

     

    MISCELLANEOUS

    
 

    SECTION
      10.01. Amendments,
      Etc.  No
      amendment or waiver of any provision of this Agreement, nor consent to any
      departure by the Company therefrom, shall in any event be effective unless
      the
      same shall be in writing and signed by the Majority Banks and (in the case
      of an
      amendment) the Company, and then such waiver or consent shall be effective
      only
      in the specific instance and for the specific purpose for which given;
provided
      that
      except as otherwise expressly provided in this Agreement, no amendment, waiver
      or consent shall, unless in writing and signed by all the Banks, do any of
      the
      following: (a) waive any of the conditions specified in Section 5.01,
      (b) increase the Commitment of any Bank, increase the LC Exposure of any
      Bank or otherwise subject any Bank to any additional obligations,
      (c) reduce the amount of, or interest on, any LC Reimbursement Obligation
      of the Company to any Bank or the principal of, or rate of interest on, any
      Advance or any fees, commissions or other amounts payable by the Company
      hereunder, (d) postpone the scheduled date for any payment of any LC
      Reimbursement Obligation (or interest thereon) or any principal of, or interest
      on, the Advances or any fees, commissions or other amounts payable by the
      Company hereunder, or change the Outside Expiry Date, (e) alter the manner
      in which payment of LC Reimbursement Obligations or interest thereon or of
      principal of, or interest on, the Advances or any fees, commissions or other
      amounts is to be applied as among the Banks, (f) change the definition of
      "Majority Banks" or the number or percentage in interest of Banks which shall
      be
      required for the Banks or any of them to take any action hereunder,
      (g) amend this Section 10.01, (h) release any cover (except as
      expressly provided in this Agreement) or (i) increase the LC Sublimit; and
provided,
      further,
      that no
      amendment, waiver or consent shall, unless in writing and signed by the
      Administrative Agent or the Issuing Banks in addition to the Banks required
      above to take such action, affect the rights or duties of the Administrative
      Agent or the Issuing Banks, as the case may be, under this Agreement and the
      Notes. This Agreement and the Notes constitute the entire agreement of the
      parties with respect to the subject matter hereof.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      46
      -

     

    SECTION
      10.02. Notices,
      Etc.


    


    (a)
      All
      notices and other communications provided for hereunder shall be in writing
      (including telecopier) and mailed, telecopied or delivered by hand:

     

    
      
        	 	
                (i)

              	
                if
                  to the Company:

              


      

       

    

    CIGNA
      Corporation

    Two
      Liberty Place

    1601 Chestnut
      Street

    Philadelphia,
      Pennsylvania 19192-1560

    


    Attention:
      Treasurer

    


    Telephone
      No.: 215-761-1131

    Telecopier
      No.: 215-761-5521

     

    
      
        	 	
                (ii)

              	
                if
                  to the Administrative Agent:

              


      

       

    

    CITIBANK,
      N.A.,

    as
      Administrative Agent

    


    Address
      for Notices:

    


    Two
      Penns
      Way, Suite 200

    New
      Castle, DE 19720

    


    Attention:
      Dawayne Sims

    Telecopier:
      212-994-0961

    Telephone:
      302-894-6011

    e-mail:
      dawayne.sims@citigroup.com

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      -
        47
        -

       

    

    
      	 	
              (iii)

            	
              if
                to any Initial Bank, at its Domestic Lending Office specified opposite
                its
                name on Schedule 1 hereto; if to any other Bank, at its Domestic
                Lending Office specified in the Assignment and Assumption pursuant
                to
                which it became a Bank; 

            


    

    


    or,
      as to
      the Company or the Administrative Agent, at such other address as shall be
      designated by such party in a written notice to the other parties and, as to
      each other party, at such other address as shall be designated by such party
      in
      a written notice to the Company and the Administrative Agent. All such notices
      and communications shall be deemed to have been duly given or made (A) in
      the case of hand deliveries, when delivered by hand, (B) in the case of
      mailed notices, upon receipt if sent by certified mail, postage prepaid, and
      (C) in the case of telecopier or electronic notice, when transmitted and
      confirmed during normal business hours (or, if delivered after the close of
      normal business hours, at the beginning of business hours on the next Business
      Day), except that notices and communications to the Administrative Agent
      pursuant to Article II, III or V shall not be effective until received by
      the Administrative Agent.

    


    (b)
      The
      Company hereby agrees that it will provide to the Administrative Agent all
      information, documents and other materials that it is obligated to furnish
      to
      the Administrative Agent pursuant to this Agreement, including, without
      limitation, all notices, requests, financial statements, financial and other
      reports, certificates and other information materials, but excluding any such
      communication that (i) relates to the payment of any LC Reimbursement Obligation
      or any principal of any Advance or other amount due under this Agreement prior
      to the scheduled date therefor, (ii) provides notice of any Default or Event
      of
      Default under this Agreement or (iii) is required to be delivered to satisfy
      any
      condition precedent to the occurrence of the Closing Date and/or any borrowing
      (all such non-excluded communications being referred to herein collectively
      as
      "Communications"),
      by
      transmitting the Communications in an electronic/soft medium in a format
      reasonably acceptable to the Administrative Agent to
      oploanswebadmin@citigroup.com. In addition, the Company agrees to continue
      to
      provide the Communications to the Administrative Agent in the manner otherwise
      specified in this Agreement but only to the extent requested by the
      Administrative Agent.

    


    (c)
      The
      Company further agrees that the Administrative Agent may make the Communications
      available to the Banks by posting the Communications on Intralinks
      or a
      substantially similar electronic transmission system
      (the
      "Platform").
      THE
      PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". THE AGENT PARTIES (AS DEFINED
      BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR
      THE
      ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR
      OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED
      OR
      STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY,
      FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
      FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN
      CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE
      ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE
      OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES
      (COLLECTIVELY, THE "AGENT
      PARTIES")
      HAVE
      ANY LIABILITY TO THE COMPANY, ANY BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES
      OF ANY KIND,
      INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR
      CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES
      (WHETHER
      IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE COMPANY'S OR THE
      ADMINISTRATIVE AGENT'S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET,
      EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL
      NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
      PRIMARILY FROM SUCH AGENT PARTY'S GROSS NEGLIGENCE OR WILLFUL
      MISCONDUCT.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      48
      -

     

    (d)
      The
      Administrative Agent agrees that the receipt of the Communications by the
      Administrative Agent at its e-mail address set forth above shall constitute
      effective delivery of the Communications to the Administrative Agent for
      purposes of this Agreement. Each Bank agrees that notice to it (as provided
      in
      the next sentence) specifying that the Communications have been posted to the
      Platform shall constitute effective delivery of the Communications to such
      Bank
      for purposes of this Agreement. Each Bank agrees (i) to provide to the
      Administrative Agent in writing (including by electronic communication),
      promptly after the date of this Agreement, an e-mail address to which the
      foregoing notice may be sent by electronic transmission and (ii) that the
      foregoing notice may be sent to such e-mail address. 

    


    (e)
      Nothing herein shall prejudice the right of the Administrative Agent or any
      Bank
      to give any notice or other communication pursuant to this Agreement in any
      other manner specified herein.

    


    SECTION
      10.03. No
      Waiver; Remedies.
      No
      failure on the part of any Bank or the Administrative Agent to exercise, and
      no
      delay in exercising, any right hereunder shall operate as a waiver thereof;
      nor
      shall any single or partial exercise of any such right preclude any other or
      further exercise thereof or the exercise of any other right. The remedies herein
      provided are cumulative and not exclusive of any remedies provided by
      law.

    


    SECTION
      10.04. Costs,
      Expenses and Indemnification.


    


    (a)
      The
      Company agrees to pay and reimburse on demand all reasonable costs and expenses
      of the Administrative Agent in connection with the preparation, execution,
      delivery, administration, modification and amendment of this Agreement and
      the
      other documents to be delivered hereunder, including, without limitation, the
      reasonable fees and out-of-pocket expenses of counsel for the Administrative
      Agent with respect hereto and with respect to advising the Administrative Agent
      as to its rights and responsibilities hereunder. The Company further agrees
      to
      pay on demand all costs and expenses, if any (including, without limitation,
      reasonable counsel fees and expenses of the Administrative Agent and each of
      the
      Banks), incurred by the Administrative Agent, any Issuing Bank or any Bank
      in
      connection with the enforcement (whether through negotiations, legal proceedings
      or otherwise) of this Agreement including, without limitation, reasonable
      counsel fees and expenses in connection with the enforcement of rights under
      this Section 10.04(a). The Company shall not be responsible to reimburse any
      Bank for the costs of the appointment by such Bank of a Confirming
      Bank.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      49
      -

     

    (b)
      The
      Company hereby indemnifies the Administrative Agent, Citigroup Global Markets
      Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. as Joint
      Lead Arrangers and Joint Book Managers, each Bank, each Issuing Bank and each
      of
      their respective Affiliates and their respective officers, directors, employees,
      agents, advisors and representatives (each, an "Indemnified
      Party")
      from
      and against any and all claims, damages, losses, liabilities and expenses
      (including, without limitation, fees and disbursements of counsel), joint or
      several, that may be incurred by or asserted or awarded against any Indemnified
      Party, in each case arising out of or in connection with or relating to any
      investigation, litigation or proceeding or the preparation of any defense with
      respect thereto arising out of or in connection with or relating to this
      Agreement or the transactions contemplated hereby or thereby, whether or not
      such investigation, litigation or proceeding is brought by the Company, any
      of
      its shareholders or creditors, an Indemnified Party or any other Person, or
      an
      Indemnified Party is otherwise a party thereto, and whether or not any of the
      conditions precedent set forth in Article III are satisfied or the other
      transactions contemplated by this Agreement are consummated, except to the
      extent such claim, damage, loss, liability or expense results from such
      Indemnified Party's gross negligence or willful misconduct. The Company hereby
      further agrees that no Indemnified Party shall have any liability (whether
      direct or indirect, in contract, tort or otherwise) to the Company for or in
      connection with or relating to this Agreement or the transactions contemplated
      hereby or thereby, except to the extent such liability is found in a final,
      non-appealable judgment by a court of competent jurisdiction to have resulted
      from such Indemnified Party's gross negligence or willful misconduct;
provided
      that
      nothing in this paragraph shall be deemed to constitute a waiver of any claim
      the Company may have, or to exculpate any Person from any liability that such
      Person may have to the Company, for breach by such Person of its obligations
      under this Agreement. Neither any Bank, any Issuing Bank nor the Administrative
      Agent shall in any event be liable for any indirect, consequential or punitive
      damages. 

    


    (c)
      If
      (i) the Company makes any payment of principal of any Eurodollar Rate Advance
      on
      a day other than the last day of an Interest Period with respect thereto, or
      (ii) the Company fails to make a Borrowing or a prepayment of Eurodollar Rate
      Advances after having given notice thereof pursuant to this Agreement, the
      Company shall reimburse each Bank and each Issuing Bank upon demand for any
      resulting loss, cost or expense incurred by such Bank, including without
      limitation any loss incurred in obtaining, liquidating or employing deposits
      from third parties, but excluding loss of margin, for the period after such
      payment, failure to borrow or failure to prepay, or certificate of such Bank
      or
      such Issuing Bank in reasonable detail as to the amount of such loss, cost
      or
      expense to be conclusive and binding on the Company in the absence of manifest
      error. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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      50
      -

     

    SECTION
      10.05. Binding
      Effect.
      This
      Agreement shall become effective when it shall have been executed by the Company
      and the Administrative Agent and when the Administrative Agent shall have been
      notified by each Bank that such Bank has executed it and the Restatement
      Effective Date has occurred and thereafter shall be binding upon and inure
      to
      the benefit of the Company, the Administrative Agent and each Bank and their
      respective successors and permitted assigns, except that the Company shall
      not
      have the right to assign its rights hereunder or any interest herein without
      the
      prior written consent of the Banks.

    


    SECTION
      10.06. Assignments
      and Participations.

    


    (a)
      Assignments
      Generally.
      The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby,
      except that (i) the Company may not assign or otherwise transfer any of its
      rights or obligations hereunder without the prior written consent of each Bank
      (and any attempted assignment or transfer by the Company without such consent
      shall be null and void) and (ii) no Bank may assign or otherwise transfer its
      rights or obligations hereunder except in accordance with this
      Section 10.06. Nothing in this Agreement, expressed or implied, shall be
      construed to confer upon any Person (other than the parties hereto, their
      respective successors and assigns permitted hereby and, to the extent expressly
      contemplated hereby, Participants referred to in paragraph (e) below and the
      directors, officers, employees, attorneys and agents of each of the
      Administrative Agent, the Issuing Banks and the Banks) any legal or equitable
      right, remedy or claim under or by reason of this Agreement.

    


    (b)
      Assignments
      by Banks.
      Subject
      to the conditions set forth in clause (c) below, any Bank may assign to one
      or more assignees all or a portion of its Commitments, its obligations under
      each Letter of Credit and the Advances owing to it to any Eligible Bank (but
      not
      to any other Person), subject to the following requirements:

    


    
      	 	
              (i)

            	
              each
                of the Company and the Administrative Agent (and, in the case of
                an
                assignment of all or a portion of a Revolving Credit Commitment or
                any
                Bank's obligations in respect of its LC Exposure with respect to
                a Fronted
                Letter of Credit, the Issuing Bank) and, if Multi-Bank Letters of
                Credit
                are outstanding at the time of the assignment, the Beneficiary of
                each
                Multi-Bank Letter of Credit shall have consented thereto in writing,
                such
                consent not to be unreasonably withheld, provided
                that no such consent of the Company or such Beneficiary shall be
                required
                for an assignment to a Bank or an Affiliate of a Bank (so long as
                such
                Affiliate is also an Eligible Bank) or, if an Event of Default has
                occurred and is continuing, any other assignee, provided further
                that no such consent of the Administrative Agent shall be required
                for an
                assignment of any Commitment to an assignee that is a Bank with a
                Commitment immediately prior to giving effect to such assignment,
                or to an
                Affiliate of such Bank (so long as such Affiliate is also an Eligible
                Bank);

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      -
        51
        -

       

    

    
      	 	
              (ii)

            	
              such
                assignment shall be of the same percentage of the assigning Bank's
                rights
                and obligations under this Agreement and its liability under or in
                respect
                of each Letter of Credit;

            


    

    


    
      	 	
              (iii)

            	
              except
                in the case of an assignment by a Bank to one of its Affiliates or
                to
                another Bank, the amount of the Commitments of the assigning Bank
                being
                assigned (determined as of the date of the Assignment and Assumption
                with
                respect to such assignment) shall in no event (unless the Company
                and the
                Administrative Agent otherwise consent, provided that no such consent
                of
                the Company shall be required if an Event of Default has occurred
                and is
                continuing) be less than $10,000,000 or an integral multiple of $1,000,000
                in excess thereof;

            


    

    


    
      	 	
              (iv)

            	
              the
                parties to each such assignment shall execute and deliver to the
                Administrative Agent, for its acceptance and recording in a register
                for
                the recordation of the names and addresses of each of the Banks,
                an
                Assignment and Assumption covering such assignment;
                

            


    

    


    
      	 	
              (v)

            	
              if
                any Multi-Bank Letter of Credit is outstanding on the date of such
                assignment, either (i) the parties to such Multi-Bank Letter of Credit
                (including the relevant assignee) will authorize the Administrative
                Agent
                to issue a Replacement Letter of Credit for such Multi-Bank Letter
                of
                Credit reflecting such assignment (subject to the Beneficiary of
                such
                Multi-Bank Letter of Credit delivering the current Letter of Credit
                in
                exchange therefor) or (ii) an appropriate participation agreement
                or other
                arrangement satisfactory to the Banks will be entered into, as a
                condition
                to such assignment, with the relevant assignee in order to cause
                the
                rights and obligations, including the LC Exposures, of all Banks,
                including such assignee, with respect to such Multi-Bank Letter of
                Credit
                to be on a pro rata basis immediately after giving effect to the
                assignment; and

            


    

    


    
      	 	
              (vi)

            	
              the
                parties to each such assignment (other than the Company) shall, prior
                to
                the effectiveness of such assignment, deliver to the Administrative
                Agent
                a processing and recordation fee of
                $3,500.

            


    

    


    Upon
      such
      execution, delivery, acceptance and recording, from and after the effective
      date
      specified in each Assignment and Assumption, (x) the assignee thereunder
      shall be a party hereto and, to the extent that rights and obligations hereunder
      have been transferred to it pursuant to such Assignment and Assumption, have
      the
      rights and obligations of a Bank hereunder and (y) the Bank assignor
      thereunder shall, to the extent that rights and obligations hereunder have
      been
      transferred by it pursuant to such Assignment and Assumption, relinquish its
      rights and be released from its obligations under this Agreement (and, in the
      case of an Assignment and Assumption covering all or the remaining portion
      of an
      assigning Bank's rights and obligations under this Agreement, such Bank shall
      cease to be a party hereto).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      52
      -

     

    (c)
      By
      executing and delivering an Assignment and Assumption, the Bank assignor
      thereunder and the assignee thereunder confirm to and agree with each other
      and
      the other parties hereto as follows: (i) other than as provided in such
      Assignment and Assumption, such assigning Bank makes no representation or
      warranty and assumes no responsibility with respect to any statements,
      warranties or representations made in or in connection with this Agreement
      or
      any related agreement, instrument or document or the execution, legality,
      validity, enforceability, genuineness, sufficiency or value of this Agreement
      or
      any other instrument or document furnished pursuant hereto; (ii) such assigning
      Bank makes no representation or warranty and assumes no responsibility with
      respect to the financial condition of the Company or the performance or
      observance by the Company of any of its obligations under this Agreement or
      any
      related agreement, instrument or document furnished pursuant hereto; (iii)
      such
      assignee confirms that it has received a copy of this Agreement, together with
      copies of the financial statements referred to in Section 6.01 and such other
      documents and information as it has deemed appropriate to make its own credit
      analysis and decision to enter into such Assignment and Assumption; (iv) such
      assignee will, independently and without reliance upon the Administrative Agent,
      such assigning Bank or any other Bank and based on such documents and
      information as it shall deem appropriate at the time, continue to make its
      own
      credit decisions in taking or not taking action under this Agreement; (v) such
      assignee confirms that it is an Eligible Bank (unless otherwise agreed in
      writing by the Administrative Agent, the Company and the Beneficiaries); (vi)
      such assignee irrevocably appoints and authorizes the Administrative Agent
      to
      take such action as administrative agent on its behalf and to exercise such
      powers under this Agreement as are delegated to the Administrative Agent by
      the
      terms hereof, together with such powers as are reasonably incidental thereto;
      and (vii) such assignee agrees that it will perform in accordance with their
      terms all of the obligations which by the terms of this Agreement are required
      to be performed by it as a Bank.

    


    (d)
      Upon
      its receipt of an Assignment and Assumption executed by an assigning Bank and
      an
      assignee representing that it is an Eligible Bank, subject to such assignment,
      the Administrative Agent shall, if such Assignment and Assumption has been
      completed (and the Company, the Beneficiaries and the Administrative Agent
      shall
      have consented to the relevant assignment) and is in substantially the form
      of
      Exhibit E hereto, (i) accept such Assignment and Assumption,
      (ii) record the information contained therein in the register referred to
      above and (iii) give prompt notice thereof to the Company. 

    


    (e)
      Each
      Bank may sell participations to one or more banks or other entities in or to
      all
      or a portion of its rights and/or obligations under this Agreement (including,
      without limitation, all or a portion of its Commitments and the Advances owing
      to it); provided,
      however,
      that
      (i) such Bank's obligations under this Agreement (including, without
      limitation, its Commitment) and the Letters of Credit shall remain unchanged,
      (ii) such Bank shall remain solely responsible to the other parties hereto
      for
      the performance of such obligations, (iii) the Company, the Administrative
      Agent, the Issuing Banks and the other Banks shall continue to deal solely
      and
      directly with such Bank in connection with such Bank's rights and obligations
      under this Agreement, (iv) in any proceeding under the Federal Bankruptcy Code
      in respect of the Company, such Bank shall remain and be, to the fullest extent
      permitted by law, the sole representative with respect to the rights and
      obligations held in the name of such Bank (whether such rights or obligations
      are for such Bank's own account or for the account of any participant) and
      (v)
      no participant under any such participation agreement shall have any right
      to
      approve any amendment or waiver of any provision of this Agreement or the
      Letters of Credit, or to consent to any departure by the Company therefrom,
      except to the extent that such amendment, waiver or consent would reduce the
      LC
      Reimbursement Obligations or principal of, or interest on, the Advances or
      any
      fees, commissions or other amounts payable hereunder, in each case to the extent
      subject to such participation, or postpone any date fixed for any payment of
      the
      LC Reimbursement Obligations or of the principal of, or interest on, the
      Advances or any fees or other amounts payable hereunder, in each case to the
      extent subject to such participation. No sale by a Bank of any participation
      shall alter the obligations of such Bank under any Letter of
      Credit.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      53
      -

     

    (f)
      Any
      Bank may, in connection with any assignment or participation or proposed
      assignment or participation pursuant to this Section 10.06, disclose to the
      assignee or participant or proposed assignee or participant, any information
      relating to the Company or any of its Subsidiaries furnished to such Bank by
      or
      on behalf of the Company.

    


    (g)
      Notwithstanding any other provision set forth in this Agreement, any Bank may
      at
      any time, without the consent of the Company, create a security interest in
      all
      or any portion of its rights under this Agreement in favor of any Federal
      Reserve Bank in accordance with Regulation A of the Board of Governors of the
      Federal Reserve System.

    


    (h)
      Notwithstanding any other provision set forth in this Agreement, any Bank may
      at
      any time, without the consent of the Company, any Beneficiary or the
      Administrative Agent but with notice to the Company and the Administrative
      Agent, assign to an Affiliate of such Bank all or any portion of its rights
      (but
      not its obligations) under this Agreement.

    


    SECTION
      10.07. Governing
      Law; Submission to Jurisdiction.
      This
      Agreement shall be governed by, and construed in accordance with, the law of
      the
      State of New York. The Company hereby submits to the nonexclusive jurisdiction
      of the United States District Court for the Southern District of New York and
      of
      any New York state court sitting in New York City for the purposes of all legal
      proceedings arising out of or relating to this Agreement or the transactions
      contemplated hereby. The Company irrevocably waives, to the fullest extent
      permitted by applicable law, any objection that it may now or hereafter have
      to
      the laying of the venue of any such proceeding brought in such a court and
      any
      claim that any such proceeding brought in such a court has been brought in
      an
      inconvenient forum.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      54
      -

     

    SECTION
      10.08. Severability.
      In
      case
      any provision in this Agreement shall be held to be invalid, illegal or
      unenforceable, such provision shall be severable from the rest of this
      Agreement, and the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

    


    SECTION
      10.09. Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement.

    


    SECTION
      10.10. Survival.
      The
      obligations of the Company under Sections 2.02(a), 4.02, 4.05, and 10.04,
      and the obligations of the Banks under Section 9.05, shall survive the
      repayment of the LC Reimbursement Obligations, the expiration or termination
      of
      the Letters of Credit, the termination of the Commitments and the payment in
      full of principal, interest and all other amounts payable hereunder. In
      addition, each representation and warranty made, or deemed to be made by any
      Notice of Borrowing, Notice of Issuance or Notice of Increase, herein or
      pursuant hereto shall survive the making of such representation and warranty,
      and no Bank shall be deemed to have waived, by issuing a Letter of Credit or
      making an Advance, any Default or Event of Default that may arise by reason
      of
      such representation or warranty proving to have been false or misleading,
      notwithstanding that such Bank, any Issuing Bank or the Administrative Agent
      may
      have had notice or knowledge or reason to believe that such representation
      or
      warranty was false or misleading at the time such extension of credit was
      made.

    


    SECTION
      10.11. Sharing
      of Set-Offs, Etc.


    


    (a)
      Without limiting any of the rights or obligations of the Administrative Agent
      or
      the Banks or the rights or obligations of the Company hereunder, if the Company
      shall fail to pay when due (whether at stated maturity, by acceleration or
      otherwise) any amount payable by it hereunder, each Bank is hereby authorized
      at
      any time and from time to time, to the fullest extent permitted by law, without
      prior notice to the Company (which notice is expressly waived by the Company
      to
      the fullest extent permitted by applicable law), to set off and appropriate
      and
      apply against such amount any and all deposits (general or special, time or
      demand, provisional
      or
      final, in any currency, matured or unmatured) and any other obligations at
      any
      time held or owing by such Bank or any Subsidiary, Affiliate, branch or agency
      thereof to or for the credit or account of the Company. Such Bank shall promptly
      provide notice to the Company of such set-off, provided,
      that
      failure by such Bank to provide such notice to the Company shall not give the
      Company any cause of action or right to damages or affect the validity of such
      set-off and application. The rights of each Bank under this Section are in
      addition to any other rights and remedies (including, without limitation, any
      other rights of set-off) that such Bank may have.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      55
      -

     

    (b)
      Each
      Bank agrees that if it shall, by exercising any right of set-off or counterclaim
      or otherwise, receive payment of a proportion of the aggregate LC Reimbursement
      Obligations or the Advances or interest due with respect thereto in excess
      of
      its pro rata
      share
      thereof the Bank receiving such proportionately
      greater
      payment shall purchase such participations from the other Banks, and/or such
      other adjustments shall be made, as may be required so that all such payments
      shall be shared by the Banks pro rata
      as
      provided in this Agreement; provided
      that
      nothing in this Section shall impair the right of any Bank to exercise any
      right
      of set-off or counterclaim it may have and to apply the amount thereof to the
      payment of indebtedness of the Company other than its indebtedness under this
      Agreement. The
      Company agrees, to the fullest extent it may effectively do so under applicable
      law, that any holder of a participation under this clause may exercise rights
      of
      set-off or counterclaim and other rights with respect to such participation
      as
      fully as if such holder of a participation were a direct creditor of the Company
      in the amount of such participation.

    


    SECTION
      10.12. Waiver
      of Jury Trial.
      EACH
      OF
      THE COMPANY, THE ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES,
      TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
      BY
      JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
      THE
      TRANSACTIONS CONTEMPLATED HEREBY.

    


    SECTION
      10.13. Confidentiality.  Neither
      the Administrative Agent nor any Bank shall disclose any Confidential
      Information to any Person without the consent of the Company, other than
      (a) to the Administrative Agent's or such Bank's Affiliates and their
      officers, directors, employees, agents and advisors and to actual or prospective
      assignees and participants, and then only on a confidential basis, (b) to
      the extent required by any applicable law, rule or regulation or judicial
      process, (c) to any rating agency when required by it, (d) to any other
      party hereto, (e) in connection with the exercise of any remedies hereunder,
      (f)
      subject to an agreement containing provisions substantially the same as those
      of
      this paragraph, to any assignee of or Participant in, or any prospective
      assignee of or Participant in, any of its rights or obligations under this
      Agreement and (g) as requested or required by any state, federal or foreign
      authority or examiner or self-regulatory body regulating banks or
      banking.

    


    SECTION
      10.14. USA
      PATRIOT Act.
      Each
      Bank hereby notifies the Company that pursuant to the requirements of the USA
      Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
      2001)) (the "Act"),
      it is
      required to obtain, verify and record information that identifies the Company,
      which information includes the name and address of the Company and other
      information that will allow such Bank to identify the Company in accordance
      with
      the Act.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -
      56
      -

    

      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        by
        their respective officers thereunto duly authorized, as of the date first
        above
        written.

      


      
        	 	
                CIGNA
                  CORPORATION

              
	 	 
	 	 
	 	 
	 	
                By:
                  /s/ Mordecai Schwartz

              
	 	
                Title:
                  Vice President and Treasurer

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      


      


      
        


        
          	 	
                  
                    CITIBANK,
                      N.A., as Administrative Agent

                  

                
	 	 
	 	 
	 	 
	 	
                  By:
                    /s/ Peter C. Bickford

                
	 	
                  Title:
                    Vice President Citibank N.A./Managing
                    Director

                


        

        
 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
         

         

         

         

        
 

        
          	 	
                  
                    
                      Banks

                      


                      CITIBANK,
                        N.A.

                    

                  

                
	 	 
	 	 
	 	 
	 	
                  By:
                    /s/ Peter C. Bickford

                
	 	
                  Title:
                    Vice President Citibank N.A./Managing
                    Director

                


        

        
 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

      
        
 

        
          	 	
                  
                    
                      
                         

                         

                      

                    

                  

                
	 	 
	 	BANK OF
                  AMERICA,
                  N.A. 
	 	 
	 	
                  By:
                    /s/ Joseph L Corah

                
	 	
                  Title:
                    Senior Vice President

                


        

        


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

      
        
 

        
          	 	
                  
                    
                      
                         

                         

                      

                    

                  

                
	 	JPMORGAN
                  CHASE BANK,
                  N.A.
	 	 
	 	
                
	 	 
	 	
                  By:
                    /s/ Heather Lindstrom

                
	 	
                  Title:
                    Vice President

                


        

        
 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

       

       

       

       

      
        
 

        
          	 	
                  
                    
                      
                         

                         

                      

                    

                  

                
	 	
                  THE
                    BANK OF TOKYO-MITSUBISHI

                    UFJ,
                    LTD., NEW YORK BRANCH

                
	 	 
	 	
                
	 	 
	 	
                  By:
                    /s/ Cosmas Bonaparte

                
	 	
                  Title:
                    Authorized Signatory

                


        

        



      

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

       

       

       

       

      
        
 

        
          	 	
                  
                    
                      
                         

                         

                      

                    

                  

                
	 	
                  
                    DEUTSCHE
                      BANK AG 

                    NEW
                      YORK BRANCH

                  

                
	 	 
	 	
                
	 	 
	 	
                  By:
                    /s/ Ruth Leung

                
	 	
                  Title:
                    Director

                


        

         

          
            	 	 
	 	
                    By:
                      /s/ Richard Herder

                  
	 	
                    Title:
                      Managing Director

                  


          

          


        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

       

       

       

       

      
        
          	 	
                  
                    
                      
                         

                         

                      

                    

                  

                
	 	
                  
                    
                      WACHOVIA
                        BANK,

                        NATIONAL
                        ASSOCIATION

                    

                  

                
	 	 
	 	
                
	 	 
	 	
                  By:
                    /s/ Jeanette A. Griffin

                
	 	
                  Title:
                    Director

                


        

        
 

      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

      
         

        
          
            	 	
                    
                      
                        
                           

                           

                        

                      

                    

                  
	 	
                    
                      
                        BARCLAYS
                          BANK PLC

                      

                    

                  
	 	 
	 	
                  
	 	 
	 	
                    By:
                      /s/ Nicholas A. Bell

                  
	 	
                    Title:
                      Director

                  


          

          
 

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

      
         

        
           

          
            
              	 	
                      
                        
                          
                             

                             

                          

                        

                      

                    
	 	
                      
                        
                          MELLON
                            BANK, N.A.

                        

                      

                    
	 	 
	 	
                    
	 	 
	 	
                      By:
                        /s/ John M. DiMarsico

                    
	 	
                      Title:
                        Vice President

                    


            

            
 

          

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

       

       

      
         

        
           

          
            
              	 	
                      
                        
                          
                             

                             

                          

                        

                      

                    
	 	
                      
                        
                          
                            SUMITOMO
                              MITSUI BANKING

                              CORPORATION

                          

                        

                      

                    
	 	 
	 	
                    
	 	 
	 	
                      By:
                        /s/ Shigeru Tsuru

                    
	 	
                      Title:
                        Joint General Manager

                    


            

            
 

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      
         

        
          
            	 	
                    
                      
                        
                           

                           

                        

                      

                    

                  
	 	
                    
                      
                        
                          
                            WILLIAM
                              STREET

                              CREDIT
                              CORPORATION

                          

                        

                      

                    

                  
	 	 
	 	
                  
	 	 
	 	
                    By:
                      /s/ Mark Walton

                  
	 	
                    Title:
                      Assistant Vice President

                  


          

          



        

      

      
      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

       

       

       

      
         

        
           

          
            
              	 	
                      
                        
                          
                             

                             

                          

                        

                      

                    
	 	
                      
                        
                          
                            
                              FIFTH
                                THIRD BANK

                            

                          

                        

                      

                    
	 	 
	 	
                    
	 	 
	 	
                      By:
                        /s/ Christine L. Wagner

                    
	 	
                      Title:
                        Vice President

                    


            

            
 

          

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

       

       

      
         

        
          
            	 	
                    
                      
                        
                           

                           

                        

                      

                    

                  
	 	
                    
                      
                        
                          
                            HSBC
                              BANK USA, N.A.

                          

                        

                      

                    

                  
	 	 
	 	
                  
	 	 
	 	
                    By:
                      /s/ Dennis Cogan

                  
	 	
                    Title:
                      Senior Vice President

                  


          

          
 

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

      
         

        
           

          
            
              	 	
                      
                        
                          
                             

                             

                          

                        

                      

                    
	 	
                      
                        
                          
                            
                              PNC
                                BANK, NATIONAL ASSOCIATION

                            

                          

                        

                      

                    
	 	 
	 	
                    
	 	 
	 	
                      By:
                        /s/ David Seagers

                    
	 	
                      Title:
                        Vice President

                    


            

            

 

          

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

      
         

        
           

          
            
              	 	
                      
                        
                          
                             

                             

                          

                        

                      

                    
	 	
                      
                        
                          
                            
                              
                                STATE
                                  STREET BANK

                                  AND
                                  TRUST COMPANY

                              

                            

                          

                        

                      

                    
	 	 
	 	
                    
	 	 
	 	
                      By:
                        /s/ Lise Anne Boutiette

                    
	 	
                      Title:
                        Vice President

                    


            

            



            
              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

            
 

             

             

             

             

            
               

              
                 

                
                  
                    	 	
                            
                              
                                
                                   

                                   

                                

                              

                            

                          
	 	
                            
                              
                                
                                  
                                    
                                      
                                        WELLS
                                          FARGO BANK,

                                        NATIONAL
                                          ASSOCIATION

                                      

                                    

                                  

                                

                              

                            

                          
	 	 
	 	
                          
	 	 
	 	
                            By:
                              /s/ Robert C. Meyer

                          
	 	
                            Title:
                              Senior Vice President

                          


                  

                  

 

                

              

            

          

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

       

       

       

       

      
         

        
           

          
            
              	 	
                      
                        
                          
                             

                             

                          

                        

                      

                    
	 	
                      
                        
                          
                            
                              
                                
                                  U.S.
                                    BANK, N.A.

                                

                              

                            

                          

                        

                      

                    
	 	 
	 	
                    
	 	 
	 	
                      By:
                        /s/ Patrick H. McGraw, Jr. 

                    
	 	
                      Title:
                        Vice President U.S. Bank, N.A.

                    


            

             

          

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

      
        
           

          
             

            
              
                	 	
                        
                          
                            
                               

                               

                            

                          

                        

                      
	 	
                        
                          
                            
                              
                                
                                  
                                    COMERICA
                                      BANK

                                  

                                

                              

                            

                          

                        

                      
	 	 
	 	
                      
	 	 
	 	
                        By:
                          /s/ Richard C. Hampson

                      
	 	
                        Title:
                          Vice President

                      


              

               

            

          

        

      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

      
        
           

          
             

            
              
                	 	
                        
                          
                            
                               

                               

                            

                          

                        

                      
	 	
                        
                          
                            
                              
                                
                                  
                                    
                                      LASALLE
                                        BANK

                                        NATIONAL
                                        ASSOCIATION

                                    

                                  

                                

                              

                            

                          

                        

                      
	 	 
	 	
                      
	 	 
	 	
                        By:
                          /s/ Liliana Huerta

                      
	 	
                        Title:
                          Loan Officer

                      


              

               

            

          

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

      
        
           

          
             

            
              
                	 	
                        
                          
                            
                               

                               

                            

                          

                        

                      
	 	
                        
                          
                            
                              
                                
                                  
                                    
                                      MIZUHO
                                        CORPORATE BANK
                                        (USA)

                                    

                                  

                                

                              

                            

                          

                        

                      
	 	 
	 	
                      
	 	 
	 	
                        By:
                          /s/ Robert Gallagher

                      
	 	
                        Title:
                          Senior Vice President

                      


              

               

            

          

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      \

       

       

       

       

       

      
        
          
             

            
               

              
                
                  	 	
                          
                            
                              
                                 

                                 

                              

                            

                          

                        
	 	
                          
                            
                              
                                
                                  
                                    
                                      
                                        NATIONAL
                                          CITY BANK

                                      

                                    

                                  

                                

                              

                            

                          

                        
	 	 
	 	
                        
	 	 
	 	
                          By:
                            /s/ Gustavus Bahr

                        
	 	
                          Title:
                            Vice President

                        


                

                 

              

            

          

        

      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
         

        
          
            	 	
                    
                      
                        
                           

                           

                        

                      

                    

                  
	 	
                    
                      
                        
                          THE
                            NORTHERN TRUST COMPANY

                        

                      

                    

                  
	 	 
	 	
                  
	 	 
	 	
                    By:
                      /s/ Chris McKean

                  
	 	
                    Title:
                      Vice President

                  


          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

       

      
         

        
           

          
             

            
              
                	 	
                        
                          
                            
                               

                               

                            

                          

                        

                      
	 	
                        
                          
                            
                              SOVEREIGN
                                BANK

                            

                          

                        

                      
	 	 
	 	
                      
	 	 
	 	
                        By:
                          /s/ Nancy Fuller

                      
	 	
                        Title:
                          Senior Vice President

                      


              

              

 

            

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

      
         

        
           

          
            
              	 	
                      
                        
                          
                             

                             

                          

                        

                      

                    
	 	
                      
                        
                          
                            SUNTRUST
                              BANK

                          

                        

                      

                    
	 	 
	 	
                    
	 	 
	 	
                      By:
                        /s/ Bill Priester

                    
	 	
                      Title:
                        Director

                    


            

            
 

          

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

       

       

       

       

       

      
         

        
          
            	 	
                    
                      
                        
                           

                           

                        

                      

                    

                  
	 	
                    
                      
                        
                          UBS
                            AG, STAMFORD BRANCH

                        

                      

                    

                  
	 	 
	 	
                  
	 	 
	 	
                    By:
                      /s/ Richard L. Tavrow

                  
	 	
                    Title:
                      Director

                  


          

          
             

            
              
                
                  	 	
                          By:
                            /s/ Irja R. Otsa

                        
	 	
                          Title:
                            Associate Director

                        


                

                

 

              

            

          

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

       

       

       

       

       

       

       

       

      
         

        
           

           

          
            
              	 	
                      
                        
                          
                             

                             

                          

                        

                      

                    
	 	
                      
                        
                          
                            WEBSTER
                              BANK,

                             NATIONAL
                              ASSOCIATION

                          

                        

                      

                    
	 	 
	 	
                    
	 	 
	 	
                      By:
                        /s/ Lawrence Davis

                    
	 	
                      Title:
                        Vice President

                    


            

            


 

          

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

      
         

         

        
          
            	 	
                    
                      
                        
                           

                           

                        

                      

                    

                  
	 	
                    
                      
                        THE
                          BANK OF NEW YORK

                      

                    

                  
	 	 
	 	
                  
	 	 
	 	
                    By:
                      /s/ Thomas J. McCormack

                  
	 	
                    Title:
                      Vice President