<PAGE>   1
                                                                   Exhibit 10.63


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                                U.S. $375,000,000

                                CREDIT AGREEMENT

                            Dated as of June 11, 2001

                                     Between

                           THE PHOENIX COMPANIES, INC.

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

                 (TO BE KNOWN AS PHOENIX LIFE INSURANCE COMPANY)

                        PHOENIX INVESTMENT PARTNERS, LTD.

                    THE FINANCIAL INSTITUTIONS PARTY HERETO,

                           BANK OF AMERICA, N.A., AND

                   FLEET NATIONAL BANK, AS SYNDICATION AGENTS

                    BANK OF MONTREAL, as ADMINISTRATIVE AGENT
   DEUTSCHE BANK AG AND KEY BANK NATIONAL ASSOCIATION, as DOCUMENTATION AGENTS

            BANC OF AMERICA SECURITIES LLC AND FLEET SECURITIES, INC.
                 AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS

================================================================================
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                HEADING                                                     PAGE
<S>                        <C>                                                                                     <C>
ARTICLE I                  DEFINITIONS...........................................................................   1

       Section 1.1.        Certain Defined Terms.................................................................   1
       Section 1.2.        Other Interpretive Provisions.........................................................  17
       Section 1.3.        Accounting Principles.................................................................  18

ARTICLE II                 THE CREDITS...........................................................................  18

       Section 2.1.        Amounts and Terms of Commitments......................................................  18
       Section 2.2.        Loan Accounts.........................................................................  19
       Section 2.3.        Procedure for Borrowing...............................................................  19
       Section 2.4.        Conversion and Continuation Elections.................................................  20
       Section 2.5.        Voluntary Termination or Reduction of Commitments.....................................  21
       Section 2.6.        Optional Prepayments..................................................................  21
       Section 2.7.        Repayment.............................................................................  21
       Section 2.8.        Interest..............................................................................  21
       Section 2.9.        Fees .................................................................................  22
       Section 2.10.       Computation of Fees and Interest......................................................  23
       Section 2.11.       Payments..............................................................................  23
       Section 2.12.       Payments by the Banks to the Administrative Agent.....................................  24
       Section 2.13.       Sharing of Payments, Etc..............................................................  24

ARTICLE III                TAXES, YIELD PROTECTION AND ILLEGALITY................................................  25

       Section 3.1.        Taxes.................................................................................  25
       Section 3.2.        Illegality............................................................................  26
       Section 3.3.        Increased Costs and Reduction of Return...............................................  27
       Section 3.4.        Funding Losses........................................................................  27
       Section 3.5.        Inability to Determine Rates..........................................................  28
       Section 3.6.        Certificates of Banks.................................................................  28
       Section 3.7.        Survival..............................................................................  28

ARTICLE IV                 CONDITIONS PRECEDENT..................................................................  29

       Section 4.1.        Conditions of Initial Loans...........................................................  29
       Section 4.2.        Conditions to All Borrowings..........................................................  31

ARTICLE V                  REPRESENTATIONS AND WARRANTIES........................................................  31

       Section 5.1.        Corporate Existence and Power.........................................................  31
       Section 5.2.        Corporate Authorization; No Contravention.............................................  32
       Section 5.3.         Governmental Authorization...........................................................  32
       Section 5.4.        Binding Effect........................................................................  32
       Section 5.5.        Litigation............................................................................  32
       Section 5.6.        Contractual Obligation................................................................  33
</TABLE>
<PAGE>   3
<TABLE>
<S>                        <C>                                                                                     <C>
       Section 5.7.        ERISA Compliance......................................................................  33
       Section 5.8.        Use of Proceeds; Margin Regulations...................................................  33
       Section 5.9.        Title to Properties...................................................................  33
       Section 5.10.       Taxes.................................................................................  34
       Section 5.11.       Financial Condition...................................................................  34
       Section 5.12.       Environmental Matters.................................................................  35
       Section 5.13.       Regulated Entities....................................................................  35
       Section 5.14.       No Burdensome Restrictions............................................................  35
       Section 5.15.        Copyrights, Patents, Trademarks and Licenses, Etc....................................  35
       Section 5.16.       Subsidiaries..........................................................................  35
       Section 5.17.       Insurance.............................................................................  36
       Section 5.18.       Full Disclosure.......................................................................  36
       Section 5.19.       Compliance............................................................................  36

ARTICLE VI                 AFFIRMATIVE COVENANTS.................................................................  36

       Section 6.1.        Financial Statements..................................................................  36
       Section 6.2.        Certificates; Other Information.......................................................  38
       Section 6.3.        Notices...............................................................................  38
       Section 6.4.        Preservation of Corporate Existence, Etc..............................................  39
       Section 6.5.         Maintenance of Private...............................................................  40
       Section 6.6.        Insurance.............................................................................  40
       Section 6.7.        Payment of Obligations................................................................  40
       Section 6.8.        Compliance with Laws..................................................................  40
       Section 6.9.        Compliance with ERISA.................................................................  40
       Section 6.10.       Inspection of Property and Books and Records..........................................  41
       Section 6.11.       Environmental Laws....................................................................  41
       Section 6.12.       Use of Proceeds.......................................................................  41

ARTICLE VII                NEGATIVE COVENANTS....................................................................  41

       Section 7.1.        Limitation on Liens...................................................................  41
       Section 7.2.        Mergers, Consolidations and Sales of Assets...........................................  43
       Section 7.3.        Loans and Investments.................................................................  43
       Section 7.4.        Limitation on Indebtedness............................................................  44
       Section 7.5.        Transactions with Affiliates..........................................................  44
       Section 7.6.        Use of Proceeds.......................................................................  44
       Section 7.7.        Contingent Obligations................................................................  44
       Section 7.8.        Joint Ventures........................................................................  45
       Section 7.9.        Restricted Payments...................................................................  45
       Section 7.10.       ERISA.................................................................................  45
       Section 7.11.       Change in Business....................................................................  45
       Section 7.12.       Accounting Changes....................................................................  45
       Section 7.13.       Pari Passu............................................................................  45
       Section 7.14.       Phoenix...............................................................................  46

ARTICLE VIII               PARENT'S FINANCIAL COVENANTS..........................................................  46
</TABLE>


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<TABLE>
<S>                        <C>                                                                                     <C>
       Section 8.1.        Parent Total Debt to Capitalization Ratio.............................................  46
       Section 8.2.        Shareholders' Equity..................................................................  46

ARTICLE IX                 PLIC AND PXP FINANCIAL COVENANTS......................................................  46

       Section 9.1.        Risk Based Capital....................................................................  46
       Section 9.2.        Shareholders' Equity of PXP...........................................................  46
       Section 9.3.        PXP Total Debt to Capitalization Ratio................................................  46
       Section 9.4.        PLIC Ratings..........................................................................  47
       Section 9.5.        PLIC Total Debt to Capitalization Ratio...............................................  47

ARTICLE X                  GUARANTIES............................................................................  47

       Section 10.1.       Parent Guaranty.......................................................................  47
       Section 10.2.       PLIC Guaranty.........................................................................  48

ARTICLE XI                 EVENTS OF DEFAULT.....................................................................  50

       Section 11.1.       Event of Default......................................................................  50
       Section 11.2.       Remedies..............................................................................  52
       Section 11.3.       Rights Not Exclusive..................................................................  52

ARTICLE XII                THE ADMINISTRATIVE AGENT..............................................................  53

       Section 12.1.       Appointment...........................................................................  53
       Section 12.2.       Delegation of Duties..................................................................  53
       Section 12.3.       Exculpatory Provisions................................................................  53
       Section 12.4.       Reliance by Administrative Agent......................................................  54
       Section 12.5.       Notice of Default.....................................................................  54
       Section 12.6.       Non-Reliance on Administrative Agent and Other Banks..................................  54
       Section 12.7.       Indemnification.......................................................................  55
       Section 12.8.       Administrative Agent in Its Individual Capacity.......................................  56
       Section 12.9.       Successor Administrative Agent........................................................  56
       Section 12.10.      Syndication Agent and Documentation Agent.............................................  56

ARTICLE XIII               MISCELLANEOUS.........................................................................  57

       Section 13.1.       Amendments and Waivers................................................................  57
       Section 13.2.       Notices...............................................................................  57
       Section 13.3.       No Waiver; Cumulative Remedies........................................................  58
       Section 13.4.       Costs and Expenses....................................................................  58
       Section 13.5.       Indemnity.............................................................................  59
       Section 13.6.       Payments Set Aside....................................................................  59
       Section 13.7.       Successors and Assigns................................................................  59
       Section 13.8.       Assignments, Participations, etc......................................................  60
       Section 13.9.       Confidentiality.......................................................................  62
       Section 13.10.      Set-off...............................................................................  63
       Section 13.11.      Automatic Debits of Fees..............................................................  63
       Section 13.12.      Notification of Addresses, Lending Offices, Etc.......................................  63
</TABLE>


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<TABLE>
<S>                        <C>                                                                                     <C>
       Section 13.13.      Certain Provisions Inapplicable and/or Modified Prior to the
                               Demutualization Conditions Effective Date.........................................  63
       Section 13.14.      Counterparts..........................................................................  64
       Section 13.15.      Severability..........................................................................  64
       Section 13.16.      No Third Parties Benefits.............................................................  64
       Section 13.17.      Governing Law and Jurisdiction........................................................  64
       Section 13.18.      Waiver of Jury Trial..................................................................  64
       Section 13.18.      Entire Agreement......................................................................  65
</TABLE>


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<PAGE>   6
 SCHEDULES

 Schedule 2.1   Commitments
 Schedule 7.1   Permitted Liens
 Schedule 7.7   Contingent Obligations

 EXHIBITS

 Exhibit A      Form of Notice of Borrowing
 Exhibit 3      Form of Notice of Conversion/Continuation
 Exhibit C      Form of Compliance Certificate
 Exhibit D-1    Form of Legal Opinion of PXP's Counsel
 Exhibit D-2    Form of Legal Opinion of PLIC's Counsel
 Exhibit D-3    Form of Legal Opinion of Opinion of Parent's Counsel
 Exhibit E      Form of Assignment and Acceptance
 Exhibit F      Form of Promissory Note
 Exhibit G      Officer's Certificate re Destacking
 Exhibit H      Officer's Certificate Re Demutualization Conditions Effective
                Date
 Exhibit I      Primary Subsidiaries
 Exhibit J      Certain Undertakings


                                      -v-
<PAGE>   7
                                CREDIT AGREEMENT

To the Agents and each of the Financial
   Institutions which are or become parties hereto:

         The undersigned The Phoenix Companies, Inc., a Delaware Corporation
(the "Parent"), Phoenix Home Life Mutual Insurance Company, a New York mutual
insurance company, to be known as Phoenix Life Insurance Company and to become a
New York stock insurance company following the Demutualization ("PLIC") and
Phoenix Investment Partners, Ltd., a Delaware corporation ("PXP"), apply to you
for your several commitments to extend credit to them on and subject to the
terms and conditions hereinafter set forth.

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1. Certain Defined Terms. The following terms have the
following meanings:

         "Acquisition" means any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of any business or
division of a Person, (b) the acquisition of in excess of 50% of the capital
stock, partnership interests or equity of any Person, or otherwise causing any
Person to become a Subsidiary of the Parent or PLIC, or (c) a merger or
consolidation or any other combination with another Person (other than a Person
that is a Subsidiary of the survivor) provided that the Parent or PLIC or a
Subsidiary thereof is the surviving entity.

         "Administrative Agent" means BMO, in its capacity as administrative
agent for the Banks hereunder, and any successor administrative agent arising
under Section 12.9.

         "Administrative Agent's Payment Office" means the address for payments
set forth on the signature page hereto in relation to the Administrative Agent,
or such other address as the Administrative Agent may from time to time specify.

         "Affiliate" means, as to any Person, any other Person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such Person. A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of the other Person, whether
through the ownership of voting securities, by contract, or otherwise.

         "Agent-Related Persons" means BofA, Fleet, Key, Deutsche and BMO and
any successor Administrative Agent arising under Section 12.9, together with
their respective Affiliates (including, in the case of BofA and Fleet the
Arrangers), and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and Affiliates.

         "Agents" means the Administrative Agent, BofA and Fleet as Syndication
Agents, and Deutsche and Key as Documentation Agents.
<PAGE>   8
         "Agreement" means this Credit Agreement.

         "Annual Statement" means the annual financial statement of any
insurance company as required to be filed with the Department, together with all
exhibits or schedules filed therewith, prepared in conformity with SAP.
References to amounts on particular exhibits, schedules, lines, pages and
columns on such Annual Statements are based on the formats promulgated by the
NAIC for 2000 Annual Statements for the applicable type of insurance company. If
such format is changed in future years so that different information is
contained in such items or they no longer exist, it is understood that the
reference is to information consistent with that recorded in the referenced item
in the 2000 Annual Statement of the applicable insurance company.

         "Applicable Margin" means, at any time, with respect to Eurodollar Rate
Loans or the Facility Fee, the rate per annum determined in accordance with the
following:

          A. If and so long as either (i) there is neither a Parent S&P Rating
nor a Parent Moody's Rating or (ii) the Demutualization Conditions Effective
Date has not occurred, the Applicable Margins shall be the rates per annum
determined pursuant to the following:

FOR THE APPLICABLE MARGIN FOR EURODOLLAR RATE LOANS PRIOR TO THE DEMUTUALIZATION
CONDITIONS EFFECTIVE DATE

<TABLE>
<CAPTION>
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               PLIC S&P RATING                          PLIC MOODY'S RATING             APPLICABLE MARGIN FOR EURODOLLAR
                                                                                                   RATE LOANS
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<S>                                            <C>                                      <C>
        Greater Than or Equal To AA+               Greater Than or Equal To Aa1                       .25%

Greater Than or Equal To A but Less Than AA+   Greater Than or Equal To A2 but Less                   .30%
                                                             Than Aa1

          Less Than or Equal To A-                   Less Than or Equal To A3                         .36%
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</TABLE>

FOR THE APPLICABLE MARGIN FOR EURODOLLAR RATE LOANS ON AND AFTER THE
DEMUTUALIZATION CONDITIONS EFFECTIVE DATE WHEN NO PARENT MOODY'S RATING OR
PARENT S&P RATING

<TABLE>
<CAPTION>
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WHEN PARENT                                   AND
TOTAL DEBT TO                                                WHEN PLIC'S S&P RATING/PLIC MOODY'S RATING IS AS
CAPITALIZATION                                               INDICATED BELOW, THE APPLICABLE MARGIN FOR
RATIO IS                                                     EURODOLLAR RATE LOANS SHALL BE
---------------------------------------------------------------------------------------------------------------------------------
                                                            Greater Than or
                                                               Equal To            Greater Than or          Less Than or Equal
                                                               AA+/Aa1              Equal To A/A2               To A-/A3
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<S>                                           <C>            <C>                    <C>                    <C>
      Less Than or Equal To 22.5%                                .25%                   .30%                      .40%

  Greater Than 22.5% but Less Than or                            .36%                   .36%                      .46%
             Equal To 32.5%

  Greater Than 32.5% but Less Than or                            .65%                   .65%                      .75%
              Equal To 34%
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</TABLE>


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<PAGE>   9
FOR THE APPLICABLE MARGIN FOR THE FACILITY FEE PRIOR TO DEMUTUALIZATION
CONDITIONS EFFECTIVE DATE AND WHEN NO PARENT S&P RATING OR PARENT MOODY'S RATING
IS AVAILABLE

<TABLE>
<CAPTION>
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             PLIC S&P RATING                         PLIC MOODY'S RATING                    APPLICABLE MARGIN FOR FACILITY FEE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                            <C>
      Greater Than or Equal To AA+               Greater Than or Equal To Aa1                             .075%

  Greater Than or Equal To A+ but Less       Greater Than or Equal To A1 but Less                          .10%
                Than AA+                                   Than Aa1

                    A                                         A2                                           .12%

        Less Than or Equal To A-                   Less Than or Equal To A3                                .17%
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</TABLE>

          B. From and After the Demutualization Conditions Effective Date,
Applicable Margins shall be the rates per annum determined pursuant to the
following if and when a Parent S&P Rating or Parent Moody's Rating is available.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
       PARENT S&P RATING            PARENT MOODY'S RATING        APPLICABLE MARGIN FOR        APPLICABLE MARGIN FOR
                                                                 EURODOLLAR RATE LOANS            FACILITY FEE
----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                              <C>                          <C>
  Greater Than or Equal To AA     Greater Than or Equal To               .25%                         .075%
                                             Aa2

  Greater Than or Equal To A      Greater Than or Equal To               .30%                         .10%
        but Less Than AA            A2 but Less Than Aa2

              A-                             A3                          .36%                         .12%

             BBB+                           Baa1                         .65%                         .15%

   Less Than or Equal To BBB     Less Than or Equal To Baa2              .85%                         .17%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

         In determining the Applicable Margins pursuant to the foregoing, the
following principles shall be used:

                   (a) The terms "Parent S&P Rating" and "Parent Moody's Rating"
         shall for all purposes of this Agreement mean the ratings solicited by
         the Parent from and issued by S&P or Moody's, respectively, for the
         long term unsecured debt of the Parent and the terms "PLIC S&P Rating"
         and "PLIC Moody's Rating" shall mean the ratings solicited by PLIC from
         and issued by S&P or Moody's, as applicable, of the financial strength
         of PLIC. The term "Rating" shall refer to any of the forgoing ratings.

                   (b) If only an S&P Rating or a Moody's Rating of the
         applicable type (i.e., for the Parent's long term unsecured debt or for
         PLIC's financial strength, as applicable) is available then the
         Applicable Margins shall be determined on the basis of the Rating which
         is available but if both such Ratings are available and the Ratings are
         split (i.e., the Ratings are not at the same level as contemplated by
         the foregoing grids) then the Applicable Margins shall be determined
         based upon whichever of the two Ratings yields the highest Applicable
         Margin.


                                      -3-
<PAGE>   10
                   (c) Changes in the Applicable Margins resulting from Rating
         changes or from Ratings becoming, or ceasing to be, available shall
         become effective upon the date of the occurrence in question; changes
         in Applicable Margins resulting from changes in the Parent Total Debt
         to Capitalization Ratio shall become effective on the date the ParenT
         submits the Compliance Certificate indicating that the Parent Total
         Debt to Capitalization Ratio has changed, provided that if a Compliance
         Certificate is not timely submitted and it would indicate that a change
         has occurred which would result in an increase in an Applicable Margin,
         such change shall be deemed effective on the last day such Compliance
         Certificate could have been submitted in compliance with the timing
         requirements of Section 6.2(a) hereof; and changes in the Applicable
         Margin for Eurodollar Rate Loans resulting from the occurrence of the
         Demutualization Conditions Effective Date shall be effective on that
         date. If in order to determine the Applicable Margin for Eurodollar
         Rate Loans as of the Demutualization Conditions Effective Date it is
         necessary to compute the Parent Total Debt to Capitalization Ratio, the
         Parent shall provide the Administrative Agent with a computation
         thereof using the most recent consolidated financial statements of PLIC
         and its Subsidiaries submitted to the Banks pursuant to Section 5.11 or
         6.1 hereof and adjusted to reflect the consolidation of the Parent with
         PLIC and its Subsidiaries and the transactions occurring as part of or
         in connection with the Demutualization (including those related to PXP
         no longer being a Subsidiary of PLIC if the Destacking Date occurs
         substantially concurrently with the Demutualization Conditions
         Effective Date).

                   (d) References to rating categories hereinabove are
         references to such categories as presently determined by S&P and
         Moody's and in the event a ratings system referred to hereinabove is
         changed by any such rating agency, each reference to a particular
         rating set forth in this Agreement shall be deemed to be a reference to
         the rating under such changed rating system which, in the reasonable
         judgment of the Administrative Agent, after consultation with the
         rating service involved, most closely approximates the level of
         financial condition associated with the particular rating as currently
         defined.

                   (e) In the event that when part A of the definition of the
         term "Applicable Margins" is applicable (with the result that the
         Applicable Margins are being determined pursuant thereto) neither a
         PLIC S&P Rating nor a PLIC Moody's Rating is available, the Applicable
         Margin for the Facility Fee shall be determined by the Administrative
         Agent, after consultation with the other Agents and the Parent, to as
         closely approximate what the Administrative Agent believes such
         Applicable Margin would be were one or more of such ratings available,
         the Administrative Agent's judgment to be final and conclusive.

                   (f) The Applicable Margins shall initially be .30% per annum
         for Eurodollar Rate Loans and .10% per annum for the Facility Fee and
         shall thereafter be subject to adjustment as hereinabove set forth.

         "Arrangers" means Banc of America Securities LLC and Fleet Securities,
Inc.

         "Assignee" has the meaning specified in subsection 13.8(a).


                                      -4-
<PAGE>   11
         "Assignment and Acceptance" has the meaning specified in Section
13.8(a).

         "Attorney Costs" means and includes all fees and disbursements of any
law firm or other external counsel, the non-duplicative allocated cost of
internal legal services and all disbursements of internal counsel.

         "Banks" means the financial institutions from time to time parties
hereto other than the Borrowers.

         "Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978 (11
U.S.C. Section 101, et seq.), as amended from time to time.

         "Base Rate" means, for any day, a rate per annum equal to the higher
of: (a) 0.50% per annum above the Federal Funds Rate in effect for such date;
and (b) the rate of interest announced by BMO from time to time as its prime
commercial rate for Dollar loans made in the United States (it being understood
that such rate may not be BMO's best or lowest rate), as in effect on such day.
Any change in the Base Rate resulting from a change in such prime commercial
rate shall take effect at the opening of business on the day specified in the
announcement of such change.

         "Base Rate Loan" means a Loan that bears interest based on the Base
Rate.

         "BMO" means Bank of Montreal, a chartered bank of Canada.

         "BofA" means Bank of America, N.A., a national banking association.

         "Borrowers" means the Parent (from and after the Demutualization
Conditions Effective Date only), PLIC and PXP and each of them and "Borrower"
means any of the Borrowers. It is understood that no Borrower is liable for the
Loans of the others or costs and expenses related thereto except to the extent
it has guaranteed same pursuant to Article X hereof.

         "Borrowing" means a borrowing hereunder consisting of Loans of the same
type made to the same Borrower on the same day by the Banks under Article II,
and, other than in the case of Base Rate Loans, having the same Interest Period.

         "Borrowing Date" means any date on which a Borrowing occurs under
Section 2.3.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks in New York City or Chicago are authorized or required
by law to close and, if the applicable Business Day relates to any Eurodollar
Rate Loan, means such a day on which dealings are carried on in the applicable
Eurodollar dollar interbank market.

         "Capital Adequacy Regulation" means any guideline, request or directive
of any central bank or other Governmental Authority, or any other law, rule or
regulation, whether or not having the force of law, in each case, regarding
capital adequacy of any bank or of any corporation controlling a bank.


                                      -5-
<PAGE>   12
         "Change of Control" means

                   (a) the acquisition by any Person, or two or more Persons
         acting in concert, of beneficial ownership (within the meaning of Rule
         13d-3 of the Securities and Exchange Commission under the Securities
         Exchange Act of 1934) of 30% or more of the voting power of the Parent;

                   (b) the failure of the Parent to own, either directly or
         indirectly, free and clear of all Liens or other encumbrances, all of
         the outstanding shares of the voting stock of the other Borrowers at
         any time on or after the Demutualization;

                  (c) at any time prior to the Demutualization, PLIC ceases to
         be a mutual insurance company owned by its policyholders; or

                  (d) at any time prior to the Destacking Date, PXP ceases to be
         a Wholly Owned Subsidiary of PLIC.

         "Code" means the Internal Revenue Code of 1986, and regulations
promulgated thereunder, all as amended from time to time.

         "Commitment," as to each Bank, has the meaning specified in Section
2.1. As of the date of this Agreement, the amount of the combined Commitments of
all Banks is $375,000,000.

         "Company Action Level" means 200% of the Authorized Control Level
Risk-Based Capital of PLIC. The Authorized Control Level Risk-Based Capital of
PLIC shall be computed in the manner from time to time prescribed by the
Insurance Department of the State of New York for inclusion in the Annual
Statement of PLIC to such Department. Such Authorized Control Level Risk-Based
Capital currently appears on page 22 of such statement in column 1, line 28.

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit C.

         "Contingent Obligation" means, as to any Person, any direct or indirect
liability of that Person, whether or not contingent, with or without recourse,
(a) with respect to any Indebtedness, lease, dividend, letter of credit or other
obligation (the "primary obligations") of another Person (the "primary
obligor"), including any obligation of that Person (i) to purchase, repurchase
or otherwise acquire such primary obligations or any security therefor, (ii) to
advance or provide funds for the payment or discharge of any such primary
obligation, or to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency or any balance sheet
item, level of income or financial condition of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation, or (iv) otherwise to assure or hold
harmless the holder of any such primary obligation against loss in respect
thereof (each, a "Guaranty Obligation"); (b) with respect to any Surety
Instrument issued for the account of that Person or as to which that person is
otherwise liable for reimbursement of drawings or payments; (c) to purchase any
materials, supplies or other


                                      -6-
<PAGE>   13
property from, or to obtain the services of, another Person if the relevant
contract or other related document or obligation requires that payment for such
materials, supplies or other property, or for such services, shall be made
regardless of whether delivery of such materials, supplies or other property is
ever made or tendered, or such services are ever performed or tendered, or (d)
in respect of any Swap Contract. The amount of any Contingent Obligation shall,
in the case of Guaranty Obligations, be deemed equal to the stated or
determinable amount of the primary obligation in respect of which such Guaranty
Obligation is made or, if not stated or if indeterminable, the maximum
reasonably anticipated liability in respect thereof, and in the case of other
Contingent Obligations, shall be equal to the maximum reasonably anticipated
liability in respect thereof.

         "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, undertaking, contract,
indenture, mortgage, deed of trust or other instrument, document or agreement to
which such Person is a party or by which it or any of its property is bound.

         "Conversion/Continuation Date" means any date on which, under Section
2.4, a Borrower (a) converts Loans of one Type to another Type, or (b) continues
as Eurodollar Rate Loans, but with a new Interest Period, Eurodollar Rate Loans
having Interest Periods expiring on such date.

         "Default" means any event or circumstance which, with the giving of
notice, the lapse of time, or both, would (if not cured or otherwise remedied
during such time) constitute an Event of Default.

         "Demutualization" means the transaction or series of transactions
pursuant to which PLIC is converted into a stock life insurance company pursuant
to Section 7312 of the New York Insurance Law as amended from time to time, the
corporate existence of PLIC continues, PLIC becomes a Wholly-Owned Subsidiary of
the Parent, PLIC's name is changed to "Phoenix Life Insurance Company" and the
financial condition of PLIC does not differ materially from its financial
condition immediately prior to giving effect to the foregoing transaction.

         "Demutualization Conditions Effective Date" means the date as of which
all of the following conditions have been satisfied: (i) all material
governmental, creditor, policyholder and other third party approvals and
consents necessary in connection with the consummation of the Demutualization
shall have been obtained and remain in effect and any applicable waiting period
shall have expired, (ii) the Demutualization shall have occurred, (iii) there
shall be no pending or threatened litigation or governmental proceeding with
respect to the Demutualization in which there is a reasonable possibility of an
adverse outcome which would reasonably be expected to have a Material Adverse
Effect except for such thereof as has been approved in writing by the Majority
Banks, (iv) the representations and warranties contained in Article V are true
and correct on and as of the date of the certificate required by clause (vii)
hereof as though made on and as of such date and after giving effect to the
Demutualization, (v) no Default or Event of Default shall have occurred and be
continuing as of the date of the certificate called for by clause (vii) hereof,
(vi) there shall have occurred during the period from March 31, 2001 to the date
of the certificate called for by clause (vii) hereof no event or circumstance
that has


                                      -7-
<PAGE>   14
resulted or could reasonably be expected to result in a Material Adverse Effect
and (vii) the Administrative Agent shall have received a certificate signed by a
Responsible Officer of the Parent in the form annexed hereto as Exhibit H.

         "Department" means the applicable Governmental Authority of the state
of domicile of an insurance company responsible for the regulation of said
insurance company.

         "Destacking Date" means the date as of which PXP ceases to be a
Subsidiary of PLIC, provided that the Destacking Date shall not be deemed to
have occurred unless immediately after giving effect to the foregoing
transaction (i) PXP is a Wholly-Owned Subsidiary of the Parent, (ii) no Default
or Event of Default has occurred, is continuing and has not been waived as
permitted hereby, (iii) the Parent has delivered a certificate, signed by a
Responsible Officer, in the form annexed hereto as Exhibit G to the
Administrative Agent (the Administrative Agent shall promptly advise each of the
Bank's of its receipt of such certificate and shall provide them with a copy of
same) and (iv) the Demutualization Conditions Effective Date has occurred.

         "Deutsche" means Deutsche Bank AG, New York Branch.

         "Dollars," "dollars" and "$" each mean lawful money of the United
States.

         "Effective Date" means the date as of which the conditions precedent to
the initial Loans as specified in Section 4.1 hereof are satisfied.

         "Eligible Assignee" means (i) a commercial bank organized under the
laws of the United States, or any state thereof, and having a combined capital
and surplus of at least $100,000,000 (or its equivalent in foreign currency);
(ii) a commercial bank organized under the laws of any other country which is a
member of the Organization for Economic Cooperation and Development, or a
political subdivision of any such country, and having a combined capital and
surplus of at least $100,000,000 (or its equivalent in foreign currency),
provided that such bank is acting through a branch or agency located in the
United States; (iii) a Person that is primarily engaged in the business of
commercial banking and that is (A) a Subsidiary of a Bank, (B) a Subsidiary of a
Person of which a Bank is a Subsidiary, or (C) a Person of which a Bank is a
Subsidiary; and (iv) any other Person agreed to by the Borrowers and the
Administrative Agent.

         "Environmental Claims" means all claims, however asserted, by any
Governmental Authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law, or for release or injury
to the environment.

         "Environmental Laws" means all federal, state or local laws, statutes,
common law duties, rules, regulations, ordinances and codes, together with all
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authorities, in each case
relating to environmental, health, safety and land use matters.

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


                                      -8-
<PAGE>   15
         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Parent, PLIC or PXP within the
meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the
Code for purposes of provisions relating to Section 412 of the Code).

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Parent, PLIC, PXP or any ERISA Affiliate from a
Pension Plan subject to Section 4063 of ERISA during a plan year in which it was
a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations which is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by the Parent, PLIC, PXP
or any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to
terminate, the treatment of a Plan amendment as a termination under Section 4041
or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a
Pension Plan or Multiemployer Plan; (e) an event or condition which might
reasonably be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan
or Multiemployer Plan; or (f) the imposition of any liability under Title IV of
ERISA, other than PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Parent, PLIC, PXP or any ERISA Affiliate.

         "Eurodollar Rate" means, with respect to the Interest Period applicable
to any Eurodollar Loan, a rate of interest per annum, determined pursuant to the
following formula:

         Eurodollar Rate =                      LIBOR Rate
                                    ------------------------------------
                                    100% - Eurodollar Reserve Percentage

         "Eurodollar Reserve Percentage" means, for any day during an Interest
Period for a Borrowing of Eurodollar Rate Loans, the maximum rate at which
reserves (including, without limitation, any supplemental, marginal and
emergency reserves) are imposed on such day by the Board of Governors of the
Federal Reserve System (or any successor) on "Eurocurrency liabilities", as
defined in such Board's Regulation D (or in respect of any other category of
liabilities that includes deposits by reference to which the interest rate on
Eurodollar Loans is determined on any category of extension of credit or other
assets that include loans by non-United States offices of any Bank to United
States residents) subject to any amendments of such reserve requirement by such
Board or its successor, taking into account any transitional adjustments
thereto. The Eurodollar Rate shall automatically be adjusted as of the date of
any change in the Eurodollar Reserve Percentage.

         "Eurodollar Rate Loan" means a Loan that bears interest based on the
Eurodollar Rate.

         "Event of Default" means any of the events or circumstances specified
in Section 11.1.

         "Exchange Act" means the Securities and Exchange Act of 1934, and
regulations promulgated thereunder.


                                      -9-
<PAGE>   16
         "Existing Credit Agreements" shall mean the Credit Agreement dated as
of August 14, 1997 among PXP (then known as Phoenix Duff & Phelps Corporation),
PLIC, The Bank of New York as Administrative Agent and the other agents and
financial institutions party thereto, as heretofore amended, (ii) the Credit
Agreement dated as of March 17, 1999 among PXP, PLIC, BofA as Administrative
Agent and the other agents and financial institutions party thereto as
heretofore amended, (iii) the Credit Agreement dated as of August 18, 1999 among
PLIC, Bank of Montreal as Administrative Agent and the other agents and
financial institutions party thereto as heretofore amended and (iv) the Credit
Agreement dated as of November 1, 1996 among PLIC, PM Holdings, Inc., The Bank
of New York as Administrative Agent and the other agents and financial
institutions party thereto as heretofore amended.

         "Facility Fee" means the fee payable pursuant to Section 2.9(b) hereof.

         "FDIC" means the Federal Deposit Insurance Corporation, and any
Governmental Authority succeeding to any of its principal functions.

         "Federal Funds Rate" means, for any day, a rate per annum (expressed as
a decimal, rounded upwards, if necessary, to the next higher 1/100 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 the day for which such rate
is to be determined 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 such rate is not so
published for any day, the Federal Funds Rate for such day shall be the average
of the quotations for such day on such transactions received by BMO as
determined by BMO and reported to the Administrative Agent.

         "FRB" means the Board of Governors of the Federal Reserve System, and
any Governmental Authority succeeding to any of its principal functions.

         "GAAP" means generally accepted accounting principles set forth from
time to time in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of the date hereof.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

         "Guaranty Obligation" has the meaning specified in the definition of
"Contingent Obligation."


                                      -10-
<PAGE>   17
         "Highest Lawful Rate" means as to any Bank, the maximum rate of
interest, if any, that at any time or from time to time may be contracted for,
taken, charged or received by such Bank on the obligations owed to it under the
laws applicable to such Bank and this transaction.

         "Indebtedness" of any Person means, without duplication, (a) all
indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (other than trade
payables entered into in the ordinary course of business on ordinary terms); (c)
all non-contingent reimbursement or payment obligations with respect to Surety
Instruments; (d) all obligations evidenced by notes, bonds, debentures or
similar instruments, including obligations so evidenced incurred in connection
with the acquisition of property, assets or businesses; (e) all indebtedness
created or arising under any conditional sale or other title retention
agreement, or incurred as financing, in either case with respect to property
acquired by the Person (even though the rights and remedies of the seller or
bank under such agreement in the event of default are limited to repossession or
sale of such property); (f) all obligations with respect to capital leases; (g)
all monetary obligations of such Person under a so-called synthetic or tax
retention lease, or any other agreement for the use or possession of property
creating obligations which do not appear on the balance sheet of such Person but
which, upon the insolvency or bankruptcy of such Person, would be characterized
as Indebtedness of such Person (without regard to accounting treatment); (h) all
net obligations with respect to Swap Contracts; (i) all indebtedness referred to
in clauses (a) through (h) above secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien upon or in property (including accounts and contracts rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness; and (j) all Guaranty Obligations in respect of
indebtedness or obligations of others of the kinds referred to in clauses (a)
through (i) above.

         "Indemnified Liabilities" has the meaning specified in Section 13.5.

         "Indemnified Person" has the meaning specified in Section 13.5.

         "Independent Auditor" has the meaning specified in subsection 6.1(a).

         "Insolvency Proceeding" means (a) any case, action or proceeding before
any court or other Governmental Authority relating to bankruptcy,
reorganization, insolvency, liquidation, receivership, dissolution, winding-up
or relief of debtors, or (b) any assignment for the benefit of creditors,
composition, marshaling of assets for creditors, or other, similar arrangement
in respect of its creditors generally or any substantial portion of its
creditors; undertaken under U.S. Federal, state or foreign law, including the
Bankruptcy Code.

         "Insurance Code" means with respect to any insurance company, the
insurance code of the state of domicile and any successor statute of similar
import together with the regulations thereunder as amended or otherwise modified
and in effect from time to time. References to sections of the Insurance Code
shall be construed to also refer to successor sections.

         "Interest Payment Date" means, as to any Eurodollar Rate Loan, the last
day of each Interest Period applicable to such Loan and, as to any Base Rate
Loan, the last Business Day of


                                      -11-
<PAGE>   18
each calendar quarter and each date such Loan is converted into another Type of
Loan, provided, however, that if any Interest Period for a Eurodollar Rate Loan
exceeds three months, the date that falls every successive three months after
the beginning of such Interest Period and the last day thereof is also an
Interest Payment Date.

         "Interest Period" means, as to any Eurodollar Rate Loan, the period
commencing on the Borrowing Date of such Loan or on the Conversion/Continuation
Date on which the Loan is converted into or continued as an Eurodollar Rate
Loan, and ending on the date one, two, three or six months thereafter as
selected by the applicable Borrower in its Notice of Borrowing or Notice of
Conversion/Continuation;

provided that:

                   (i) if any Interest Period would otherwise end on a day that
         is not a Business Day, that Interest Period shall be extended to the
         following Business Day unless the result of such extension would be to
         carry such Interest Period into another calendar month, in which event
         such Interest Period shall end on the preceding Business Day;

                  (ii) any Interest Period that begins on the last Business Day
         of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall end on the last Business Day of the calendar month at the
         end of such Interest Period;

                  (iii) no Interest Period shall extend beyond the Termination
         Date; and

                  (iv) subject to clauses (i) through (iii) hereof, Interest
         Periods may be of a duration of nine or twelve months if requested by
         the applicable Borrower and if each Bank has advised the Administrative
         Agent that U.S. dollar deposits of such duration are readily available
         to it in the offshore interbank market.

         "IRS" means the Internal Revenue Service, and any Governmental
Authority succeeding to any of its principal functions under the Code.

         "Joint Venture" means a single-purpose corporation, partnership, joint
venture or other similar legal arrangement (whether created by contract or
conducted through a separate legal entity) now or hereafter formed by the
Parent, PLIC, PXP or any of their Subsidiaries with another Person in order to
conduct a common venture or enterprise with such Person.

         "Key" means Key Bank National Association, a national banking
association.

         "Lending Office" means, as to any Bank, the office or offices of such
Bank specified as its "Lending Office" or "Domestic Lending Office" or
"Eurodollar Lending Office," as the case may be, on Schedule 13.2, or such other
office or offices as such Bank may from time to time notify the Borrowers and
the Administrative Agent.


                                      -12-
<PAGE>   19
         "LIBOR Rate" means, for any Interest Period applicable to a Borrowing
of Eurodollar Rate Loans, (a) the LIBOR Index Rate for such Interest Period, if
such rate is available, and (b) if the LIBOR Index Rate cannot be determined,
the arithmetic average of the rates of interest per annum (rounded upwards or
downwards, if necessary, to the nearest 1/100 of 1%) at which deposits in U.S.
dollars in immediately available funds are offered to the Administrative Agent
at 11:00 a.m. (London, England time) two (2) Business Days before the beginning
of such Interest Period by three (3) or more major lenders in the interbank
eurodollar market selected by the Administrative Agent for a period equal to
such Interest Period and in an amount equal or comparable to the principal
amount of the Eurodollar Rate Loan scheduled to be made by the Administrative
Agent during such Interest Period. "LIBOR Index Rate" means for any Interest
Period applicable to a Eurodollar Rate Loan, the rate per annum (rounded
upwards, if necessary, to the next higher one hundred-thousandth of a percentage
point) for deposits in U.S. Dollars for a period equal to such Interest Period,
which appears on the Telerate Page 3750 as of 11:00 a.m. (London, England time)
on the date two Business Days before the commencement of such Interest Period.

         "Lien" means any security interest, mortgage, deed of trust, pledge,
hypothecation, assignment, charge or deposit arrangement, encumbrance, lien
(statutory or other) or preferential arrangement of any kind or nature
whatsoever in respect of any property (including those created by, arising under
or evidenced by any conditional sale or other title retention agreement, the
interest of a lessor under a capital lease, any financing lease having
substantially the same economic effect as any of the foregoing, or the filing of
any financing statement naming the owner of the asset to which such lien relates
as debtor under the Uniform Commercial Code or any comparable law (other than a
filing made in connection with a true sale of accounts receivable or a
precautionary filing made in connection with a true lease) and any contingent or
other agreement to provide any of the foregoing, but not including the interest
of a lessor under an operating lease.

         "Loan" means an extension of credit by a Bank to a Borrower under
Article II, and may be a Base Rate Loan or an Eurodollar Rate Loan (each, a
"Type" of Loan).

         "Loan Documents" means this Agreement, any Notes and all other
certificates and documents required to be delivered to the Administrative Agent
or any Bank in connection herewith.

         "Majority Banks" means at any time Banks then holding at least 66-2/3%
of the then aggregate unpaid principal amount of the Loans, or, if no such
principal amount is then outstanding, Banks then having at least 66-2/3% of the
aggregate Commitments.

         "Margin Stock" means "margin stock" as such term is defined in
Regulation T, U or X of the FRB.

         "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, management, business, properties,
condition (financial or otherwise) or prospects of the Parent and its
Subsidiaries taken as a whole or, prior to the Demutualization Conditions
Effective Date of PLIC and its Subsidiaries taken as a whole; (b) a material


                                      -13-
<PAGE>   20
impairment of the ability of any of the Parent, PLIC or PXP to perform under any
Loan Document or to avoid any Event of Default; or (c) an adverse effect upon
the legality, validity, binding effect or enforceability against any of the
Parent, PLIC or PXP of any Loan Document.

         "Moody's" means Moody's Investors Services, Inc.

         "Multiemployer Plan" means a "Multi employer plan," within the meaning
of Section 4001(a)(3) of ERISA, to which the Parent, PLIC or PXP or any ERISA
Affiliate makes, is making, or is obligated to make contributions or, during the
preceding three calendar years, has made, or been obligated to make,
contributions.

         "Note" means a promissory note executed by a Borrower in favor of a
Bank pursuant to subsection 2.2(b) in substantially the form of Exhibit F.

         "Notice of Borrowing" means a notice in substantially the form of
Exhibit A.

         "Notice of Conversion/Continuation" means a notice in substantially the
form of Exhibit B.

         "Obligations" means the principal of and interest on the Loans and all
other fees, advances, debts, liabilities, obligations, covenants and duties
arising under any Loan Document owing by the Parent, PLIC, PXP or any of them to
any Bank, any Agent, or any other Indemnified Person, whether direct or indirect
(including those acquired by assignment), absolute or contingent, due or to
become due, now existing or hereafter arising.

         "Organization Documents" means, for any corporation, the certificate or
articles of incorporation, the bylaws, any certificate of determination or
instrument relating to the rights of preferred shareholders of such corporation,
any shareholder rights agreement, and all applicable resolutions of the board of
directors (or any committee thereof) of such corporation.

         "Parent" is defined in the introductory paragraph hereof.

         "Parent Total Debt to Capitalization Ratio" means the ratio for the
Parent and its Subsidiaries, computed on a consolidated basis in accordance with
GAAP, of its Indebtedness, to the sum of its Indebtedness plus its Shareholders
Equity.

         "Participant" has the meaning specified in subsection 13.8(d).

         "PBGC" means the Pension Benefit Guaranty Corporation, or any
Governmental Authority succeeding to any of its principal functions under ERISA.

         "Pension Plan" means a pension plan (as defined in Section 3(2) of
ERISA) subject to Title IV of ERISA which any of the Parent, PLIC or PXP
sponsors, maintains, or to which it makes, is making, or is obligated to make
contributions, or in the case of a multiple employer plan (as described in
Section 4064(a) of ERISA) has made contributions at any time during the
immediately preceding five (5) plan years.


                                      -14-
<PAGE>   21
         "Permitted Liens" has the meaning specified in Section 7.1.

         "Person" means an individual, partnership, limited liability company,
corporation, business trust, joint stock company, trust, unincorporated
association, joint venture or Governmental Authority.

         "Plan" means an employee benefit plan (as defined in Section 3(3) of
ERISA) which any of the Parent, PLIC or PXP sponsors or maintains or to which
any of them makes, is making, or is obligated to make contributions and includes
any Pension Plan.

         "PLIC" is defined in the introductory paragraph hereof.

         "PLIC Total Debt to Capitalization Ratio" means the ratio for PLIC and
its Subsidiaries computed on a consolidated basis in accordance with GAAP of its
Indebtedness to the sum of its Indebtedness plus "Total Equity". "Total Equity"
means as of the time of determination the total equity for PLIC and its
Subsidiaries as would be reported on a GAAP consolidated balance sheet of PLIC.

         "Primary Insurance Subsidiaries" means PLIC (from and after the
Demutualization Conditions Effective Date) and those other Primary Subsidiaries
principally engaged in the business of insurance.

         "Primary Subsidiaries" means PXP, PLIC (from and after the
Demutualization Conditions Effective Date) and any other Subsidiary of the
Parent or PLIC which at the time of determination has capital or a net worth in
excess of $25,000,000.

         "Pro Rata Share" means, as to any Bank at any time, the percentage
equivalent (expressed as a decimal, rounded to the ninth decimal place) at such
time of such Bank's Commitment divided by the combined Commitments of all Banks.

         "PXP" is defined in the introductory paragraph.

         "PXP Total Debt to Capitalization Ratio" means the ratio for PXP and
its Subsidiaries computed on a consolidated basis in accordance with GAAP of its
Indebtedness (less 50% of its Indebtedness constituting Subordinated Debt) to
the sum of its Indebtedness (less 50% of its Indebtedness constituting
Subordinated Debt) plus its Shareholders' Equity.

         "Reportable Event" means, any of the events set forth in Section
4043(b) of ERISA or the regulations thereunder, other than any such event for
which the 30-day notice requirement under ERISA has been waived in regulations
issued by the PBGC.

         "Requirement of Law" means, as to any Person, any law (statutory or
common), treaty, rule or regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon the Person or
any of its property or to which the Person or any of its property is subject.


                                      -15-
<PAGE>   22
         "Responsible Officer" means, with respect to any Person, any one of the
chief executive officer, the president, any executive vice president, or the
treasurer of such Person, or any other officer having substantially the same
authority and responsibility.

         "Risk Based Capital Ratio" means, as of any time the same is to be
determined, the ratio of adjusted capital of PLIC to the Company Action Level of
PLIC. Adjusted capital, for the purpose of this definition, shall be computed in
the manner from time to time prescribed by the Insurance Department of the State
of New York as total adjusted capital for inclusion in the Annual Statement of
PLIC to such department (currently appearing on page 22 of such annual statement
in column 1, line 27 and currently consisting of capital and surplus, the asset
valuation reserve of PLIC and 50% of PLIC's dividend liability).

         "S&P" means Standard & Poor's Ratings Services, a division of McGraw
Hill, Inc.

         "SAP" means, as to PLIC, the statutory accounting principles prescribed
or permitted by the Department, or in the event that the Department fails to
prescribe or address such practices, the NAIC guidelines.

         "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

         "Shareholders' Equity" means the shareholders' equity of the applicable
Person and its Subsidiaries determined on a consolidated basis in accordance
with GAAP.

         "Subordinated Debt" means (i) PXP's subordinated note due March 1, 2006
in the principal sum of $69,018,833 and payable to the order of PLIC (provided
that such note shall constitute Subordinated Debt only if and so long as there
are no changes in the subordination provisions applicable thereto or to the
interest rate or maturity date thereof) and (ii) any other Indebtedness of the
person in question which is subordinate to the Obligations by subordination
provisions approved in writing by the Majority Banks and having a maturity date
and interest rate approved in writing by the Majority Banks.

         "Subsidiary" of a Person means any corporation, limited liability
company, association, partnership, joint venture or other business entity of
which more than 50% of the voting stock or other equity interests (in the case
of Persons other than corporations), is owned or controlled directly or
indirectly by the Person, or one or more of the Subsidiaries of the Person, or a
combination thereof. The foregoing to the contrary notwithstanding, a
partnership or joint venture formed for the purpose of making or managing
investments in the ordinary course of business shall not be a Subsidiary if the
Person in question directly or indirectly owns less than 50% of the equity in
the entity in question, provided that any Indebtedness of such entity for which
the Person in question is liable (whether by contract, operation of law or
otherwise) shall constitute Indebtedness of the Person in question. Unless the
context otherwise clearly requires, references herein to a "Subsidiary" refer to
a Subsidiary of the Parent from and after the Demutualization Conditions
Effective Date and to a Subsidiary of PLIC prior thereto.


                                      -16-
<PAGE>   23
         "Surety Instruments" means all letters of credit (including standby and
commercial), banker's acceptances, bank guaranties, shipside bonds, surety bonds
and similar instruments.

         "Surplus Notes" means surplus notes issued in accordance with Section
1307 of the New York Insurance Law and which are payable only out of free and
divisible surplus with the prior approval of the Department.

         "Swap Contract" means any agreement (including any master agreement and
any agreement, whether or not in writing, relating to any single transaction)
that is an interest rate swap agreement, basis swap, forward rate agreement,
commodity swap, commodity option, equity or equity index swap or option, bond
option, interest rate option, forward foreign exchange agreement, rate cap,
collar or floor agreement, currency swap agreement, cross-currency rate swap
agreement, swaption, currency option or any other, similar agreement (including
any option to enter into any of the foregoing).

         "Termination Date" means the earlier to occur of:

                  (a) June 10, 2005; and

                  (b) the date on which the Commitments terminate in accordance
         with the provisions of this Agreement.

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

         "Unfunded Pension Liability" means the excess of a Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Plan's assets, determined in accordance with the assumptions used for funding
the Pension Plan pursuant to Section 412 of the Code for the applicable plan
year.

         "United States" and "U.S." each means the United States of America.

         "Wholly-Owned Subsidiary" means any corporation in which (other than
directors' qualifying shares required by law) 100% of the capital stock of each
class having ordinary voting power, and 100% of the capital stock of every other
class, in each case, at the time as of which any determination is being made, is
owned, beneficially and of record, by the parent entity in question or by one or
more of the other Wholly-Owned Subsidiaries thereof, or both.

         Section 1.2. Other Interpretive Provisions. (a) The meanings of defined
terms are equally applicable to the singular and plural forms of the defined
terms.

         (b) The words "hereof," "herein," "hereunder" and similar words refer
to this Agreement as a whole and not to any particular provision of this
Agreement; and subsection, Section, Schedule and Exhibit references are to this
Agreement unless otherwise specified.

         (c) (i) The term "documents" includes any and all instruments,
documents, agreements, certificates, indentures, notices and other writings,
however evidenced.


                                      -17-
<PAGE>   24
         (ii) The term "including" is not limiting and means "including without
limitation."

         (iii) In the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including"; the words "to"
and "until" each mean "to but excluding," and the word "through" means "to and
including."

         (d) Except as otherwise stated, the terms "determine" or
"determination" mean to reasonably determine or reasonable determination,
respectively.

         (e) Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement) and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications thereto, but
only to the extent such amendments and other modifications are not prohibited by
the terms of any Loan Document, and (ii) references to any statute or regulation
are to be construed as including all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting the statute or
regulation.

         (f) The captions and headings of this Agreement are for convenience of
reference only and shall not affect the interpretation of this Agreement.

         (g) This Agreement and other Loan Documents may use several different
limitations, tests or measurements to regulate the same or similar matters. All
such limitations, tests and measurements are cumulative and shall each be
performed in accordance with their terms.

         (h) This Agreement and the other Loan Documents are the result of
negotiations among and have been reviewed by counsel to the Agents, the
Borrowers and the other parties, and are the products of all parties.
Accordingly, they shall not be construed against the Banks or the Agents merely
because of the Agents' or Banks' involvement in their preparation.

         Section 1.3. Accounting Principles. (a) Unless the context otherwise
clearly requires, all accounting terms not expressly defined herein shall be
construed, and all financial computations required under this Agreement shall be
made, in accordance with GAAP, consistently applied.

         (b) References herein to "fiscal year" and "fiscal quarter" refer to
calendar years and calendar quarters, respectively.

                                   ARTICLE II

                                   THE CREDITS

         Section 2.1. Amounts and Terms of Commitments. Each Bank severally
agrees, on the terms and conditions set forth herein, to make loans to the
Borrowers (each such loan, a "Loan") from time to time on any Business Day
during the period from the Effective Date to the Termination Date, in an
aggregate amount not to exceed at any time outstanding, together with the
principal amount of Loans outstanding in favor of such Bank at such time, the
amount set forth next to such Bank's name on Schedule 2.1 (such amount as the
same may be reduced under Section 2.5 or as a result of one or more assignments
under Section 13.8, the Bank's


                                      -18-
<PAGE>   25
"Commitment"); provided, however, that, after giving effect to any Borrowing,
the aggregate principal amount of all outstanding Loans shall not at any time
exceed the combined Commitments. Within the limits of each Bank's Commitment,
and subject to the other terms and conditions hereof, the Borrowers may borrow
under this Section 2.1, prepay under Section 2.6 and reborrow under this Section
2.1.

         Section 2.2. Loan Accounts. (a) The Loans made by each Bank to each
Borrower shall be evidenced by one or more loan accounts or records maintained
by such Bank in the ordinary course of business. The loan accounts or records
maintained by the Administrative Agent shall be conclusive absent manifest error
of the amount of the Loans made by the Banks to each Borrower and the interest
and payments thereon. Any failure so to record or any error in doing so shall
not, however, limit or otherwise affect the obligation of the Borrowers
hereunder to pay any amount owing with respect to the Loans.

         (b) Upon the request of any Bank made through the Administrative Agent,
the Loans made by such Bank to each Borrower may be evidenced by one or more
Notes, instead of loan accounts. Each such Bank shall endorse on the reverse of
or on schedules annexed to its Note(s) the date, amount and maturity of each
Loan made by it to the applicable Borrower and the amount of each payment of
principal made by each Borrower with respect thereto. Each such Bank is
irrevocably authorized by each Borrower to endorse its Note(s); provided,
however, that the failure of a Bank to make, or an error in making, a notation
thereon with respect to any Loan shall not limit or otherwise affect the
obligations of the Borrowers hereunder or under any such Note to such Bank.

         Section 2.3. Procedure for Borrowing. (a) Each Borrowing shall be made
upon the applicable Borrower's irrevocable written notice delivered to the
Administrative Agent in the form of a Notice of Borrowing (which notice must be
received by the Administrative Agent prior to 11:00 a.m. (New York City time)
(i) three Business Days prior to the requested Borrowing Date, in the case of
Eurodollar Rate Loans; and (ii) one Business Day prior to the requested
Borrowing Date, in the case of Base Rate Loans (same day notice may be given for
the initial Borrowing of Base Rate Loans if given by 10:00 a.m. (New York City
time)), specifying:

                  (A) the amount of the Borrowing, which shall be in an
         aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in
         excess thereof;

                  (B) the requested Borrowing Date, which shall be a Business
         Day;

                  (C) the Type of Loans comprising the Borrowing; and

                  (D) in the case of Eurodollar Rate Loans, the duration of the
         Interest Period applicable to such Loans included in such notice. If
         the Notice of Borrowing fails to specify the duration of the Interest
         Period for any Borrowing comprised of Eurodollar Rate Loans, such
         Interest Period shall be three months.

         (b) After giving effect to any Borrowing, there may be no more than 15
different Interest Periods in effect.


                                      -19-
<PAGE>   26
         Section 2.4. Conversion and Continuation Elections. (a) Each Borrower
may, upon irrevocable written notice to the Administrative Agent in accordance
with subsection 2.4(b):

                   (i) elect, as of any Business Day, in the case of its Base
         Rate Loans, or as of the last day of the applicable Interest Period, in
         the case of its Eurodollar Rate Loans, to convert any such Loans (or
         any part thereof in an amount not less than $5,000,000, or that is in
         an integral multiple of $1,000,000 in excess thereof) into Loans of any
         other Type; or

                  (ii) elect, as of the last day of the applicable Interest
         Period, to continue any Loans having Interest Periods expiring on such
         day (or any part thereof in an amount not less than $5,000,000, or that
         is in an integral multiple of $1,000,000 in excess thereof);

provided, that if at any time the aggregate amount of Eurodollar Rate Loans in
respect of any Borrowing is reduced, by payment, prepayment, or conversion of
part thereof to be less than $5,000,000, such Eurodollar Rate Loans shall
automatically convert into Base Rate Loans.

         (b) The applicable Borrower shall deliver a Notice of
Conversion/Continuation to be received by the Administrative Agent not later
than 11:00 a.m. (New York City time) at least (i) three Business Days in advance
of the Conversion/Continuation Date, if the Loans are to be converted into or
continued as Eurodollar Rate Loans; and (ii) one Business Day in advance of the
Conversion/Continuation Date, if the Loans are to be converted into Base Rate
Loans, specifying:

                  (A) the proposed Conversion/Continuation Date;

                  (B) the aggregate amount of Loans to be converted or
         continued;

                  (C) the Type of Loans resulting from the proposed conversion
         or continuation; and

                  (D) in the case of continuations of or conversions into
         Eurodollar Rate Loans, the duration of the requested Interest Period.

         (c) If upon the expiration of any Interest Period applicable to
Eurodollar Rate Loans, the applicable Borrower has failed to select timely a new
Interest Period to be applicable to such Eurodollar Rate Loans, or if any
Default or Event of Default then exists, such Borrower shall be deemed to have
elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as
of the expiration date of such Interest Period.

         (d) The Administrative Agent will promptly notify each Bank of its
receipt of a Notice of Conversion/Continuation, or, if no timely notice is
provided by the applicable Borrower, the Administrative Agent will promptly
notify each Bank of the details of any automatic conversion. All conversions and
continuations shall be made ratably according to the respective outstanding
principal amounts of the Loans with respect to which the notice was given held
by each Bank.


                                      -20-
<PAGE>   27
         (e) Unless the Majority Banks otherwise agree, with respect to all
Loans during the existence of a Default or Event of Default, the Borrowers may
not elect to have a Loan converted into or continued as an Eurodollar Rate Loan.

         (f) After giving effect to any conversion or continuation of Loans,
there may not be more than 15 different Interest Periods in effect.

         Section 2.5. Voluntary Termination or Reduction of Commitments. The
Borrowers may, upon not less than three Business Days' prior notice to the
Administrative Agent, terminate the Commitments, or permanently reduce the
Commitments by an aggregate minimum amount of $5,000,000 or any multiple of
$1,000,000 in excess thereof; provided, however, that after giving effect
thereto and to any prepayments of Loans made on the effective date thereof, the
then- outstanding principal amount of the Loans may not exceed the amount of the
combined Commitments then in effect. Once reduced in accordance with this
Section, the Commitments may not be increased. Any reduction of the Commitments
shall be applied to each Bank according to its Pro Rata Share. All accrued
facility fees to, but not including the effective date of any reduction or
termination of Commitments, shall be paid on the effective date of such
reduction or termination.

         Section 2.6. Optional Prepayments. Subject to Section 3.4, any Borrower
may, at any time or from time to time, upon not less than three Business Days'
(or one Business Day's, in the case of Base Rate Loans) irrevocable notice to
the Administrative Agent, ratably prepay its Loans in whole or in part, in
minimum amounts of $5,000,000 or any multiple of $1,000,000 in excess thereof.
Such notice of prepayment shall specify the date and amount of such prepayment
and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly
notify each Bank of its receipt of any such notice, and of such Bank's Pro Rata
Share of such prepayment. If such notice is given by a Borrower, such Borrower
shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein, together with accrued interest
to each such date on the amount prepaid and any amounts required pursuant to
Section 3.4.

         Section 2.7. Repayment. Each Borrower shall repay to the Banks on the
Termination Date the aggregate principal amount of the Loans to it which are
outstanding on such date.

         Section 2.8. Interest. (a) Each Loan shall bear interest on the
outstanding principal amount thereof from the applicable Borrowing Date at a
rate per annum equal to the Eurodollar Rate or the Base Rate, as the case may be
(and subject to the applicable Borrower's right to convert to other Types of
Loans under Section 2.4), plus the Applicable Margin, in the case of Eurodollar
Rate Loans.

         (b) Interest on each Loan shall be paid in arrears on each Interest
Payment Date. Interest shall also be paid on the date of any prepayment of Loans
under Section 2.6 for the portion of the Loans so prepaid and upon payment
(including prepayment) in full thereof and, with respect to any Loan during the
existence of any Event of Default, interest shall be paid on demand of the
Administrative Agent at the request or with the consent of the Majority Banks.


                                      -21-
<PAGE>   28
         (c) Notwithstanding subsection (a) of this Section with respect to any
Loan, while any Event of Default exists or after acceleration, the applicable
Borrower shall pay interest (after as well as before entry of judgment thereon
to the extent permitted by law) on the principal amount of all outstanding
Loans, at a rate per annum which is determined by adding 2% per annum to the
Applicable Margin then in effect for such Loans and, in the case of Base Rate
Loans, at a rate per annum equal to the Base Rate plus 2%; provided, however,
that, on and after the expiration of any Interest Period applicable to any
Eurodollar Rate Loan outstanding on the date of occurrence of such Event of
Default or acceleration, the principal amount of such Loan shall, during the
continuation of such Event of Default or after acceleration, bear interest at a
rate per annum equal to the Base Rate plus 2%.

         (d) Highest Lawful Rate. At no time shall the interest rate payable on
the Loans of any Bank, together with the fees and all other amounts payable
under the Loan Documents to such Bank, to the extent the same are construed to
constitute interest, exceed the Highest Lawful Rate applicable to such Bank. If
with respect to any Bank for any period during the term of this Agreement, any
amount paid to such Bank under the Loan Documents, to the extent the same shall
(but for the provisions of this Section) constitute or be deemed to constitute
interest, would exceed the maximum amount of interest permitted by the Highest
Lawful Rate applicable to such Bank during such period (such amount being
hereinafter referred to as an "Unqualified Amount"), then (i) such Unqualified
Amount shall be applied or shall be deemed to have been applied as a prepayment
of the Loans of such Bank, and (ii) if in any subsequent period during the term
of this Agreement, all amounts payable under the Loan Documents to such Bank in
respect of such period which constitute or shall be deemed to constitute
interest shall be less than the maximum amount of interest permitted by the
Highest Lawful Rate applicable to such Bank during such period, then the
Borrowers shall pay to such Bank in respect of such period an amount (each a
"Compensatory Interest Payment") equal to the lesser of (x) a sum which, when
added to all such amounts, would equal the maximum amount of interest permitted
by the Highest Lawful Rate applicable to such Bank during such period, and (y)
an amount equal to the Unqualified Amount less all other Compensatory Interest
Payments made in respect thereof.

         Section 2.9. Fees. (a) Arrangement, Agency Fee. The Parent shall pay
such fees to the Arrangers and the Agents for their own accounts as may be
agreed to between the Parent and the Arrangers and the Agents from time to time.

                  (b) Facility Fee. The Parent shall pay to the Administrative
Agent for the account of each Bank a facility fee on such Bank's Commitment,
whether or not in use, computed on a quarterly basis in arrears on the last
Business Day of each calendar quarter as calculated by the Administrative Agent,
at the rate per annum equal at all times to the Applicable Margin for such fee.
Such facility fee shall accrue from the Effective Date to the Termination Date
and shall be due and payable quarterly in arrears on the last Business Day of
each calendar quarter (commencing on June 30, 2001) through the Termination
Date, with the final payment to be made on the Termination Date; provided that,
in connection with any reduction or termination of Commitments, the accrued
facility fee calculated for the period ending on such date shall also be paid on
the date of such reduction or termination, with the following quarterly payment
being calculated on the basis of the period from such reduction or termination
date to such quarterly payment date. The facility fees provided in this
subsection shall accrue at all times after the


                                      -22-
<PAGE>   29
above-mentioned commencement date, including at any time during which one or
more conditions in Section 4.2 are not met.

         (c) Usage Fee. The Parent shall pay to the Administrative Agent for the
account of each Bank a usage fee at the rate of .05% per annum on the full
aggregate outstanding principal amount of such Bank's Loans for each day when
such aggregate outstanding principal balance exceeds 50% of its Commitment, such
fee to be computed for each day on which such an excess exists but to be payable
quarterly in arrears on the last Business Day of each calendar quarter through
the Termination Date, with the final payment to be made on the Termination Date,
provided that if the Commitments are terminated in whole, the accrued usage fee
calculated for the period ending on the date of such termination in whole shall
be paid on that date.

         (d) Closing Fee. On the date hereof the Parent shall pay to each Bank a
closing fee in the amount which has been agreed upon between them.

        Section 2.10. Computation of Fees and Interest. (a) All computations of
interest for Base Rate Loans when the Base Rate is determined by the prime
commercial rate of BMO and all computations of Facility Fees shall be made on
the basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed. All other computations of interest shall be made on the basis of a
360-day year and actual days elapsed (which results in more interest being paid
than if computed on the basis of a 365-day year). Interest and fees shall accrue
during each Interest Period or other period during which interest or such fees
are computed from the first day thereof to but excluding the last day thereof.

         (b) Each determination of an interest rate by the Administrative Agent
shall be conclusive and binding on the Borrowers and the Banks in the absence of
manifest error.

        Section 2.11. Payments. (a) All payments to be made by the Borrowers or
any of them shall be made without set-off, recoupment or counterclaim. Except as
otherwise expressly provided herein, all such payments shall be made to the
Administrative Agent for the account of the Banks at the Administrative Agent's
Payment Office, and shall be made in dollars and in immediately available funds,
no later than 12:00 p.m. (New York City time) on the date specified herein. The
Administrative Agent will promptly distribute to each Bank its Pro Rata Share
(or other applicable share as expressly provided herein) of such payment in like
funds as received. Any payment received by the Administrative Agent later than
12:00 p.m. (New York City time) shall be deemed to have been received on the
following Business Day and any applicable interest or fee shall continue to
accrue.

         (b) Subject to the provisions set forth in the definition of "Interest
Period" herein, whenever any payment is due on a day other than a Business Day,
such payment shall be made the following Business Day, and such extension of
time shall in such case be included in the computation of interest or fees, as
the case may be.

         (c) Unless the Administrative Agent receives notice from a Borrower
prior to the date on which any payment is due to the Banks that such Borrower
will not make such payment in full as and when required, the Administrative
Agent may assume that such Borrower has made


                                      -23-
<PAGE>   30
such payment in full to the Administrative Agent on such date in immediately
available funds and the Administrative Agent may (but shall not be so required),
in reliance upon such assumption, distribute to each Bank on such due date an
amount equal to the amount then due such Bank. If and to the extent each
Borrower has not made such payment in full to the Administrative Agent, such
Bank shall repay to the Administrative Agent on demand such amount distributed
to such Bank, together with interest thereon at the Federal Funds Rate for each
day from the date such amount is distributed to such Bank until the date repaid.

        Section 2.12. Payments by the Banks to the Administrative Agent. (a)
Unless the Administrative Agent receives notice from a Bank on or prior to the
Effective Date or, with respect to any Borrowing after the Effective Date, at
least one Business Day prior to the date of such Borrowing, that such Bank will
not make available as and when required hereunder to the Administrative Agent
for the account of a Borrower the amount of that Bank's Pro Rata Share of the
Borrowing, the Administrative Agent may assume that each Bank has made such
amount available to the Administrative Agent in immediately available funds on
the Borrowing Date and the Administrative Agent may (but shall not be so
required) in reliance upon such assumption, make available to the applicable
Borrower on such date a corresponding amount. If and to the extent any Bank
shall not have made its full amount available to the Administrative Agent in
immediately available funds and the Administrative Agent in such circumstances
has made available to a Borrower such amount, that Bank shall on the Business
Day following such Borrowing Date make such amount available to the
Administrative Agent, together with interest at the Federal Funds Rate for each
day during such period. A notice of the Administrative Agent submitted to any
Bank with respect to amounts owing under this subsection (a) shall be
conclusive, absent manifest error. If such amount is so made available, such
payment to the Administrative Agent shall constitute such Bank's Loan on the
date of Borrowing for all purposes of this Agreement. If such amount is not made
available to the Administrative Agent on the Business Day following the
Borrowing Date, the Administrative Agent will notify the applicable Borrower of
such failure to fund and, upon demand by the Administrative Agent, such Borrower
shall pay such amount to the Administrative Agent for the Administrative Agent's
account, together with interest thereon for each day elapsed since the date of
such Borrowing, at a rate per annum equal to the interest rate applicable at the
time to the Loans comprising such Borrowing.

         (b) The failure of any Bank to make any Loan on any Borrowing Date
shall not relieve any other Bank of any obligation hereunder to make a Loan on
such Borrowing Date, but no Bank shall be responsible for the failure of any
other Bank to make the Loan to be made by such other Bank on any Borrowing Date.

        Section 2.13. Sharing of Payments, Etc. If, other than as expressly
provided elsewhere herein, any Bank shall obtain on account of the Loans made by
it any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) in excess of its Pro Rata Share, such Bank shall
immediately (a) notify the Administrative Agent of such fact, and (b) purchase
from the other Banks such participations in the Loans made by them as shall be
necessary to cause such purchasing Bank to share the excess payment pro rata
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from the purchasing Bank, such purchase shall to
that extent be rescinded and each other Bank shall


                                      -24-
<PAGE>   31
repay to the purchasing Bank the purchase price paid therefor, together with an
amount equal to such paying Bank's ratable share (according to the proportion of
(i) the amount of such paying Bank's required repayment to (ii) the total amount
so recovered from the purchasing Bank) of any interest or other amount paid or
payable by the purchasing Bank in respect of the total amount so recovered. The
Borrowers agree that any Bank so purchasing a participation from another Bank
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to Section 13.10) with respect to
such participation as fully as if such Bank were the direct creditor of the
applicable Borrower in the amount of such participation. The Administrative
Agent will keep records (which shall be conclusive and binding in the absence of
manifest error) of participations purchased under this Section and will in each
case notify the Banks following any such purchases or repayments.

                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

         Section 3.1. Taxes. (a) Payments to be Free and Clear. All payments by
each Borrower or any other Person under the Loan Documents to or for the account
of the Administrative Agent, or any Bank (each, an "Indemnified Tax Person")
shall be made free and clear of, and without any deduction or withholding for or
on account of, any and all current or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto (including
interest, additions to tax, and penalties thereon) imposed, levied, collected,
withheld or assessed by the United States or any political subdivision or taxing
authority thereof (collectively, "Taxes"), excluding as to any Indemnified Tax
Person, (i) a Tax on the Income imposed on such Indemnified Tax Person and (ii)
any interest, fees, additions to tax or penalties for late payment thereof (each
such nonexcluded Tax, an "Indemnified Tax"). For purposes hereof, "Tax on the
Income" shall mean, as to any Person, a Tax imposed by one of the following
jurisdictions or by any political subdivision or taxing authority thereof: (i)
the United States, (ii) the jurisdiction in which such Person is organized,
(iii) the jurisdiction in which such Person's principal office is located, or
(iv) in the case of each Bank, any jurisdiction in which such Bank's applicable
Lending Office is located; which Tax is an income tax or franchise tax imposed
on all or part of the net income or net profits of such Person or which Tax
represents interest, fees, or penalties for late payment of such an income tax
or franchise tax.

         (b) Grossing Up of Payments. If a Borrower or any other Person is
required by law, rule, regulation, order, directive, treaty or guideline to make
any deduction or withholding (which deduction or withholding would constitute an
Indemnified Tax) from any amount required to be paid by it to or on behalf of an
Indemnified Tax Person under any Loan Document (i) it shall pay such Indemnified
Tax before the date on which penalties attach thereto, such payment to be made
for its own account (if the liability to pay is imposed on it) or on behalf of
and in the name of such Indemnified Tax Person (if the liability is imposed on
such Indemnified Tax Person), and (ii) the sum payable to such Indemnified Tax
Person shall be increased as may be necessary so that after making all required
deductions and withholdings (including deductions and withholdings applicable to
additional sums payable under this Section) such Indemnified Tax Person receives
an amount equal to the sum it would have received had no such deductions or
withholdings been made.


                                      -25-
<PAGE>   32
         (c) Other Taxes. Each Borrower or other Person agrees to pay any
current or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies that arise from any payment made by it
hereunder or from the execution, delivery or registration of, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
the Loan Documents or otherwise with respect to, the Loan Documents
(collectively, the "Other Taxes").

         (d) Evidence of Payment. Within 30 days after the reasonable request
therefor by the Administrative Agent in connection with any payment of
Indemnified Taxes or Other Taxes, the applicable Borrower or other Person will
furnish to the Administrative Agent the original or a certified copy of an
official receipt from the jurisdiction to which payment is made evidencing
payment thereof or, if unavailable, a certificate from a Responsible Officer
that states that such payment has been made and that sets forth the date and
amount of such payment.

         (e) U.S. Tax Certificates. Each Indemnified Tax Person that is
organized under the laws of any jurisdiction other than the United States or any
political subdivision thereof that is exempt from United States federal
withholding tax, or that is subject to such tax at a reduced rate under an
applicable treaty, with respect to payments under the Loan Documents shall
deliver to the Borrowers, on or prior to the Effective Date (in the case of each
Indemnified Tax Person listed on the signature pages hereof) or on the effective
date of the Assignment and Acceptance Agreement or other document pursuant to
which it becomes an Indemnified Tax Person (in the case of each other
Indemnified Tax Person), and at such other times as the Borrowers or the
Administrative Agent may reasonably request, Internal Revenue Form W-8 ECI or
Form W-8 BEN or other certificate or document required under United States law
to establish entitlement to such exemption or reduced rate. No Borrower shall be
required to pay any additional amount to any such Indemnified Tax Person under
subsection (b) above if such Indemnified Tax Person shall have failed to satisfy
the requirements of the immediately preceding sentence with respect to such
Borrower; provided that if such Indemnified Tax Person shall have satisfied such
requirements on the Effective Date (in the case of each Indemnified Tax Person
listed on the signature pages hereof) or on the effective date of the Assignment
and Acceptance Agreement or other document pursuant to which it became an
Indemnified Tax Person (in the case of each other Indemnified Tax Person),
nothing in this subsection shall relieve the Borrowers of their obligation to
pay any additional amounts pursuant to subsection (b) in the event that, as a
result of any change in applicable law or treaty, such Indemnified Tax Person is
no longer properly entitled to deliver certificates, documents or other evidence
at a subsequent date establishing the fact that such Indemnified Tax Person is
no longer entitled to such exemption or reduced rate.

         Section 3.2. Illegality. (a) If any Bank determines that the
introduction of any Requirement of Law, or any change in any Requirement of Law,
or in the interpretation or administration of any Requirement of Law, has made
it unlawful, or that any central bank or other Governmental Authority has
asserted that it is unlawful, for any Bank or its applicable Lending Office to
make Eurodollar Rate Loans, then, on notice thereof by the Bank to the Borrowers
through the Administrative Agent, any obligation of that Bank to make Eurodollar
Rate Loans shall be suspended until the Bank notifies the Administrative Agent
and the Borrowers that the circumstances giving rise to such determination no
longer exist.


                                      -26-
<PAGE>   33
         (b) If a Bank determines that it is unlawful to maintain any Eurodollar
Rate Loan, the Borrowers shall, upon receipt of notice of such fact and demand
from such Bank (with a copy to the Administrative Agent), prepay in full such
Eurodollar Rate Loans of that Bank then outstanding, together with interest
accrued thereon and amounts required under Section 3.4, either on the last day
of the Interest Period thereof, if the Bank may lawfully continue to maintain
such Eurodollar Rate Loans to such day, or immediately, if the Bank may not
lawfully continue to maintain such Eurodollar Rate Loan. If a Borrower is
required to so prepay any Eurodollar Rate Loan, then concurrently with such
prepayment, such Borrower shall borrow from the affected Bank, in the amount of
such repayment, a Base Rate Loan.

         Section 3.3. Increased Costs and Reduction of Return. (a) If any Bank
determines that, due to either (i) the introduction of or any change (other than
any change by way of imposition of or increase in reserve requirements included
in the calculation of the Eurodollar Rate or in respect of the assessment rate
payable by any Bank to the FDIC for insuring U.S. deposits) in or in the
interpretation of any law or regulation or (ii) the compliance by that Bank 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 such Bank of agreeing to make or making, funding or maintaining any
Eurodollar Rate Loans, then the Borrowers shall be liable for, and shall from
time to time, upon demand (with a copy of such demand to be sent to the
Administrative Agent), pay to the Administrative Agent for the account of such
Bank, additional amounts as are sufficient to compensate such Bank for such
increased costs.

         (b) If any Bank shall have determined that (i) the introduction of any
Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation,
(iii) any change in the interpretation or administration of any Capital Adequacy
Regulation by any central bank or other Governmental Authority charged with the
interpretation or administration thereof, or (iv) compliance by the Bank (or its
Lending Office) or any corporation controlling the Bank with any Capital
Adequacy Regulation, affects or would affect the amount of capital required or
expected to be maintained by the Bank or any corporation controlling the Bank
and (taking into consideration such Bank's or such corporation's policies with
respect to capital adequacy and such Bank's desired return on capital)
determines that the amount of such capital is increased as a consequence of its
Commitment, loans, credits or obligations under this Agreement, then, upon
demand of such Bank to the Parent through the Administrative Agent, the Parent
shall pay to the Bank, from time to time as specified by the Bank, additional
amounts sufficient to compensate the Bank for such increase.

         Section 3.4. Funding Losses. Each Borrower shall reimburse each Bank
and hold each Bank harmless from any loss or expense which the Bank may sustain
or incur as a consequence of:

                  (a) the failure of such Borrower to make on a timely basis any
         payment of principal of any Eurodollar Rate Loan;

                  (b) the failure of such Borrower to borrow, continue or
         convert a Loan after such Borrower has given (or is deemed to have
         given) a Notice of Borrowing or a Notice of Conversion/Continuation;


                                      -27-
<PAGE>   34
                  (c) the failure of such Borrower to make any prepayment in
         accordance with any notice delivered under Section 2.6;

                  (d) the prepayment or other payment (including after
         acceleration thereof) of an Eurodollar Rate Loan on a day that is not
         the last day of the relevant Interest Period; or

                  (e) the automatic conversion under Section 2.4 of any
         Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last
         day of the relevant Interest Period;

 including any such loss or expense arising from the liquidation or reemployment
 of funds obtained by it to maintain its Eurodollar Rate Loans or from fees
 payable to terminate the deposits from which such funds were obtained. For
 purposes of calculating amounts payable by the Borrowers to the Banks under
 this Section and under subsection 3.3(a), each Eurodollar Rate Loan made by a
 Bank (and each related reserve, special deposit or similar requirement) shall
 be conclusively deemed to have been funded at the LIBOR Rate used in
 determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching
 deposit or other borrowing in the interbank eurodollar market for a comparable
 amount and for a comparable period, whether or not such Eurodollar Rate Loan is
 in fact so funded.

         Section 3.5. Inability to Determine Rates. If the Majority Banks
determine that for any reason adequate and reasonable means do not exist for
determining the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate applicable
pursuant to subsection 2.8(a) for any requested Interest Period with respect to
a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost
to the Banks of funding such Loan, the Administrative Agent will promptly so
notify the Borrowers and each Bank. Thereafter, the obligation of the Banks to
make or maintain Eurodollar Rate Loans, as the case may be, hereunder shall be
suspended until the Administrative Agent upon the instruction of the Majority
Banks revokes such notice in writing. Upon receipt of such notice, each Borrower
may revoke any Notice of Borrowing or Notice of Conversion/Continuation then
submitted by it. If the applicable Borrower does not revoke such Notice, the
Banks shall make, convert or continue the Loans, as proposed by such Borrower,
in the amount specified in the applicable notice submitted by the applicable
Borrower, but such Loans shall be made, converted or continued as Base Rate
Loans instead of Eurodollar Rate Loans,

         Section 3.6. Certificates of Banks. Any Bank or Agent claiming
reimbursement or compensation under this Article III shall deliver to the
applicable Borrower (with a copy to the Administrative Agent) a certificate
setting forth in reasonable detail the amount payable to the Bank or Agent
hereunder and such certificate shall be conclusive and binding on such Borrower
in the absence of manifest error.

         Section 3.7. Survival. The agreements and obligations of the Borrowers
in this Article III shall survive the payment of all other Obligations.


                                      -28-
<PAGE>   35




                                   ARTICLE IV


                              CONDITIONS PRECEDENT

         Section 4.1. Conditions of Initial Loans. The obligation of each Bank
to make its initial Loan hereunder is subject to the following conditions:

                  (a) The Administrative Agent shall have received on or before
         the initial Borrowing Date all of the following, in form and substance
         satisfactory to the Administrative Agent and each Bank, and in
         sufficient copies for each Bank (except for the Notes, of which only
         the originals shall be signed):

                           (i) Credit Agreement. This Agreement executed by each
                  party hereto;

                           (ii) Notes. The Notes (if any);

                           (iii) Resolutions; Incumbency. (A) Copies of the
                  resolutions of the board of directors of each of the Parent,
                  PLIC and PXP authorizing the transactions contemplated hereby,
                  certified as of the Effective Date by the Secretary or an
                  Assistant Secretary of each of them; and

                            (B) A certificate of the Secretary or Assistant
                  Secretary of each of the Parent, PLIC and PXP certifying the
                  names and true signatures of those of their officers
                  authorized to execute, deliver and perform, as applicable,
                  this Agreement, and all other Loan Documents to be delivered
                  by them hereunder;

                           (iv) Organization Documents; Good Standing. Each of
                  the following documents:

                                    (A) the articles or certificate of
                           incorporation and the bylaws of each of the Parent,
                           PLIC and PXP as in effect on the Effective Date,
                           certified by the Secretary or Assistant Secretary of
                           each of them as of the Effective Date; and

                                    (B) a good standing certificate for each of
                           the Parent, PLIC and PXP from the Secretary of State
                           (or similar, applicable Governmental Authority) of
                           its state of incorporation;

                           (v) Legal Opinions.

                           (A) An opinion of Nancy Engberg, counsel to PXP and
                  addressed to the Agents and the Banks, substantially in the
                  form of Exhibit D-1; and

                           (B) An opinion of John T. Mulrain, counsel to PLIC
                  and addressed to the Agents and the Banks, substantially in
                  the form of Exhibit D-2;

                                      -29-
<PAGE>   36
                           (C) An opinion of Tracy L. Rich, counsel to the
                  Parent, and addressed to the Agents and the Banks,
                  substantially in the form of Exhibit D-3.

                           (vi) Certificate. A certificate signed by a
                  Responsible Officer of each of the Parent, PLIC and PXP, dated
                  as of the Effective Date, stating that:

                                    (A) the representations and warranties
                           contained in Article V are true and correct on and as
                           of such date, as though made on and as of such date;

                                    (B) no Default or Event of Default exists or
                           would result from the initial Borrowing;

                                    (C) there has occurred since March 31, 2001,
                           no event or circumstance that has resulted or could
                           reasonably be expected to result in a Material
                           Adverse Effect; and

                                    (D) all material third party approvals and
                           consents necessary in connection with the execution
                           and delivery by each of the Parent, PLIC and PXP of
                           the Loan Documents to which it is a party, and the
                           performance by each of the Parent, PLIC and PXP of
                           its obligations under the Loan Documents shall have
                           been obtained and remain in effect and any applicable
                           waiting periods shall have expired.

                           (vii) Other Documents. Such other approvals,
                  opinions, documents or materials as the Administrative Agent
                  or any Bank may request.

                  (b) The Commitments to extend credit under the Existing Credit
         Agreements shall have been terminated and the principal of and interest
         on all loans outstanding thereunder, together with all accrued and
         unpaid commitment and/or facility fees, shall have been paid in full
         (it being acknowledged that such a repayment may be out of the proceeds
         of the initial Borrowing hereunder). Each Bank party hereto which is
         also a lender party to an Existing Credit Agreement hereby waives any
         requirements set forth in the Existing Credit Agreement to which it is
         a party for prior notice of the termination of the commitments
         thereunder and/or the repayment of the loans and/or fees due thereunder
         to the extent, but only to the extent, that the termination of such
         commitments and/or the repayment of such loans is occurring
         substantially concurrently with this Agreement becoming effective. The
         foregoing waivers shall not (i) constitute a waiver of any condition or
         requirement of any Existing Credit Agreement that payments of principal
         or interest be received by a certain time on the date of payment in
         order to avoid the imposition of additional interest for the payment
         date and for any non-business days immediately following the payment
         date and (ii) the foregoing waiver shall not preclude the right of the
         banks party to the Existing Credit Agreements to be compensated, in
         accordance with the terms of the Existing Credit Agreements, for any
         loss, cost or expense (including loss of profit) incident to the
         prepayment of the loans outstanding thereunder which bears interest at
         a fixed rate and which is being prepaid on a day other

                                      -30-
<PAGE>   37
         than a date which, pursuant to the terms of the applicable Existing
         Credit Agreement, would avoid the requirement that the applicable
         Borrower reimburse such banks for such losses, costs or expenses.

         Section 4.2. Conditions to All Borrowings. The obligation of each Bank
to make any Loan to be made by it (including its initial Loan) is subject to the
satisfaction of the following conditions precedent on the relevant Borrowing
Date:

                  (a) Notice of Borrowing. The Administrative Agent shall have
         received a Notice of Borrowing;

                  (b) Continuation of Representations and Warranties. The
         representations and warranties in Article V shall be true and correct
         on and as of such Borrowing Date with the same effect as if made on and
         as of such Borrowing Date (except to the extent such representations
         and warranties expressly refer to an earlier date, in which case they
         shall be true and correct as of such earlier date and in the case of
         Section 5.16, as otherwise permitted hereunder); and

                  (c) No Existing Default. No Event of Default or Default shall
         exist or shall result from such Borrowing.

Each Notice of Borrowing submitted hereunder shall constitute a representation
and warranty by the applicable Borrower hereunder, as of the date of each such
notice and as of each Borrowing Date, that the conditions in Section 4.2 are
satisfied.


                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         The Parent, PLIC and PXP represent and warrant to each Agent and each
Bank that as of the Effective Date and at all times thereafter except to the
extent that any representation or warranty herein expressly refers only to a
certain date:

         Section 5.1. Corporate Existence and Power. The Parent, PLIC, PXP and
each of their Subsidiaries:

                  (a) is a corporation duly organized, validly existing and in
         good standing under the laws of the jurisdiction of its incorporation;

                  (b) has the power and authority and all governmental licenses,
         authorizations, consents and approvals to own its assets, carry on its
         business and to execute, deliver, and perform its obligations under the
         Loan Documents;

                  (c) is duly qualified as a foreign corporation and is licensed
         and in good standing under the laws of each jurisdiction where its
         ownership, lease or operation of property or the conduct of its
         business requires such qualification or license; and

                                      -31-
<PAGE>   38
                  (d) is in compliance with all Requirements of Law; except, in
         each case referred to in clause (c) or clause (d), to the extent that
         the failure to do so could not reasonably be expected to have a
         Material Adverse Effect.

         Section 5.2. Corporate Authorization; No Contravention. The execution,
delivery and performance by the Parent, PLIC, PXP and their Subsidiaries of this
Agreement and each other Loan Document to which such Person is party, and each
Borrowing hereunder, have been duly authorized by all necessary corporate
action, and do not and will not:

                  (a) contravene the terms of any of that Person's Organization
         Documents;

                  (b) conflict with or result in any breach or contravention of,
         or the creation of any Lien under, any document evidencing any
         Contractual Obligation to which such Person is a party or any order,
         injunction, writ or decree of any Governmental Authority to which such
         Person or its property is subject; or

                  (c) violate any Requirement of Law.

         Section 5.3. Governmental Authorization. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Parent, PLIC,
PXP or any of their Subsidiaries of this Agreement or any other Loan Document or
the Demutualization, except filings made prior to the date hereof and other
filings which will be made as required by law.

         Section 5.4. Binding Effect. This Agreement and each other Loan
Document to which any of the Parent, PLIC or PXP is a party constitutes the
legal, valid and binding obligations of such Person, enforceable against such
Person in accordance with their respective terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, or similar laws affecting the
enforcement of creditors' rights generally or by equitable principles relating
to enforceability.

         Section 5.5. Litigation. There are no actions, suits, proceedings,
claims or disputes pending, or to the best knowledge of any of the Parent, PLIC
or PXP threatened or contemplated, at law, in equity, in arbitration or before
any Governmental Authority, against the Parent, PLIC or PXP or any of their
Subsidiaries or any of their respective properties which:

                  (a) purport to affect or pertain to this Agreement or any
         other Loan Document, or any of the transactions contemplated hereby or
         thereby; or

                  (b) as to which there exists a reasonable possibility of an
         adverse determination, which determination would reasonably be expected
         to have a Material Adverse Effect. No injunction, writ, temporary
         restraining order or any order of any nature has been issued by any
         court or other Governmental Authority purporting to enjoin or restrain
         the execution, delivery or performance of this Agreement or any other
         Loan Document, or directing that the transactions provided for herein
         or therein not be

                                      -32-
<PAGE>   39
         consummated as herein or therein provided or prohibiting or
         restraining consummation of the Demutualization.

         Section 5.6. Contractual Obligation. As of the Effective Date and the
Demutualization Conditions Effective Date, neither the Parent, PLIC, PXP nor any
Subsidiary of any of them is or will be in default under or with respect to any
Contractual Obligation in any respect which, individually or together with all
such defaults, could reasonably be expected to have a Material Adverse Effect.

         Section 5.7. ERISA Compliance.

                  (a) Each Plan is in compliance in all material respects with
         the applicable provisions of ERISA, the Code and other federal or state
         law. The Parent, PLIC, PXP and each ERISA Affiliate has made all
         required contributions to any Plan subject to Section 412 of the Code,
         and no application for a funding waiver or an extension of any
         amortization period pursuant to Section 412 of the Code has been made
         with respect to any Plan.

                  (b) There are no pending or, to the best knowledge of the
         Parent, PLIC or PXP, threatened claims, actions or lawsuits, or action
         by any Governmental Authority, with respect to any Plan which has
         resulted or could reasonably be expected to result in a Material
         Adverse Effect. There has been no prohibited transaction or violation
         of the fiduciary responsibility rules with respect to any Plan which
         has resulted or could reasonably be expected to result in a Material
         Adverse Effect.

                  (c) (i) No ERISA Event has occurred or is reasonably expected
         to occur; (ii) no Pension Plan has any Unfunded Pension Liability;
         (iii) neither the Parent, PLIC, PXP nor any ERISA Affiliate has
         incurred, or reasonably expects to incur, any liability under Title IV
         of ERISA with respect to any Pension Plan (other than premiums due and
         not delinquent under Section 4007 of ERISA); (iv) neither the Parent,
         PLIC, PXP nor any ERISA Affiliate has incurred, or reasonably expects
         to incur, any liability (and no event has occurred which, with the
         giving of notice under Section 4219 of ERISA, would result in such
         liability) under Section 4201 or 4243 of ERISA with respect to a
         Multiemployer Plan; and (v) neither the Parent, PLIC, PXP nor any ERISA
         Affiliate has engaged in a transaction that could be subject to Section
         4069 or 4212(c) of ERISA.

         Section 5.8. Use of Proceeds; Margin Regulations. The proceeds of the
Loans are to be used solely for the purposes set forth in and permitted by
Section 6.12 and Section 7.6. Neither the Parent, PLIC, PXP nor any Subsidiary
of any of them is generally engaged in the business of purchasing or selling
Margin Stock or extending credit for the purpose of purchasing or carrying
Margin Stock.

         Section 5.9. Title to Properties. The Parent, PLIC, PXP and their
Subsidiaries have good record and marketable title in fee simple to, or valid
leasehold interests in, all real property necessary or used in the ordinary
conduct of their respective businesses, except for such defects in title as
could not, individually or in the aggregate, have a Material Adverse Effect. As
of the

                                      -33-
<PAGE>   40
Effective Date and the Demutualization Conditions Effective Date, the property
of the Parent, PLIC, PXP and their Subsidiaries is and will be subject to no
Liens, other than Permitted Liens.

         Section 5.10. Taxes. The Parent, PLIC, PXP and their Subsidiaries have
filed all Federal and other material tax returns and reports required to be
filed, and have paid all Federal and other material taxes, assessments, fees and
other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings and for which adequate
reserves have been provided in accordance with GAAP. There is no proposed tax
assessment against the Parent, PLIC, PXP or any of their Subsidiaries that
would, if made, have a Material Adverse Effect.

         Section 5.11. Financial Condition. (a) The statutory financial
statements of PLIC and its Primary Insurance Subsidiaries dated December 31,
2000 and the related statements of income or operations, surplus or capital and
surplus and cash flows for the fiscal periods ended on those dates:

                           (i) were prepared in accordance with SAP consistently
                  applied throughout the period covered thereby, except as
                  otherwise expressly noted therein;

                           (ii) fairly present the financial condition of PLIC
                  and its Primary Insurance Subsidiaries as of the date thereof
                  and results of operations for the period covered thereby; and

                           (iii) show all material indebtedness and other
                  liabilities, direct or contingent, of PLIC and its Primary
                  Insurance Subsidiaries as of the date thereof, including
                  liabilities for taxes, material commitments and Contingent
                  Obligations.

         (b) The audited consolidated financial statements of PLIC and its
Subsidiaries dated December 31, 2000 and the unaudited, interim consolidated
financial statements of PLIC and its Subsidiaries dated March 31, 2001, and the
related consolidated statements of income or operations, shareholders' equity
and cash flows for the fiscal periods ended on those dates:

                           (i) were prepared in accordance with GAAP
                  consistently applied throughout the period covered thereby,
                  except as otherwise expressly noted therein;

                           (ii) fairly present the financial condition of PLIC
                  and its Subsidiaries as of the date thereof and results of
                  operations for the period covered thereby; and

                           (iii) show all material indebtedness and other
                  liabilities, direct or contingent, of PLIC and its
                  consolidated Subsidiaries as of the date thereof, including
                  liabilities for taxes, material commitments and Contingent
                  Obligations.

         (c) Since March 31, 2001, there has been no Material Adverse Effect.

         (d) The financial condition of PLIC and its Subsidiaries as of the
Demutualization Conditions Effective Date and after giving effect to the
transactions constituting, or occurring in

                                      -34-
<PAGE>   41
connection with, the Demutualization will not differ materially from the
financial condition of PLIC and its Subsidiaries immediately prior to the
Demutualization and the transactions entered into in connection therewith. The
consolidated financial condition of the Parent and its Subsidiaries and of the
Parent alone, in each instance immediately after giving effect to the
Demutualization and the transactions entered into in connection therewith will
not differ materially from that reflected in the pro forma consolidated balance
sheet of the Parent and its Subsidiaries and of the Parent alone dated as
of March 31, 2001 and heretofore delivered to the Banks.

         Section 5.12. Environmental Matters. The Parent, PLIC, PXP and their
Subsidiaries (i) are in compliance with any and all applicable Environmental
Laws, (ii) have received all permits, licenses or other approvals required of
them under applicable Environmental Laws to conduct their respective businesses
and (iii) are in compliance with all terms and conditions of any such permit,
license or approval, except where such noncompliance with Environmental Laws,
failure to receive required permits, licenses or other approvals or failure to
comply with the terms and conditions of such permits, licenses or approvals
would not, singly or in the aggregate, have a Material Adverse Effect.

         Section 5.13. Regulated Entities. The Parent, PLIC and PXP are not
subject to regulation under the Public Utility Holding Company Act of 1935, the
Federal Power Act, the Interstate Commerce Act, any state public utilities code,
or any other Federal or state statute or regulation limiting their ability to
incur Indebtedness. No filings, approvals or consents are required under the
Investment Company Act of 1940 for the enforceability of this Agreement or any
other Loan Document.

         Section 5.14. No Burdensome Restrictions. Neither the Parent, PLIC, PXP
nor any Subsidiary of any of them is a party to or bound by any Contractual
Obligation, or subject to any restriction in any Organization Document, or any
Requirement of Law, which could reasonably be expected to have a Material
Adverse Effect.

         Section 5.15. Copyrights, Patents, Trademarks and Licenses, Etc. The
Parent, PLIC, PXP and their Subsidiaries own or are licensed or otherwise have
the right to use all of the patents, trademarks, service marks, trade names,
copyrights, contractual franchises, authorizations and other rights that are
reasonably necessary for the operation of their respective businesses, without
conflict with the rights of any other Person. To the best knowledge of the
Parent, PLIC and PXP, no slogan or other advertising device, product, process,
method, substance, part or other material now employed, or now contemplated to
be employed, by the Parent, PLIC and PXP or any Subsidiary thereof infringes
upon any rights held by any other Person. No claim or litigation regarding any
of the foregoing is pending or threatened, and no patent, invention, device,
application, principle or any statute, law, rule, regulation, standard or code
is pending or, to the knowledge of the Parent, PLIC and PXP, proposed, which, in
either case, could reasonably be expected to have a Material Adverse Effect.

         Section 5.16. Subsidiaries. PXP is as of the date hereof and will at
all times prior to the Destacking Date be a Wholly Owned Subsidiary of PLIC. As
of and at all times after the

                                      -35-
<PAGE>   42
Demutualization Conditions Effective Date PLIC and PXP will be Wholly Owned
Subsidiaries of the Parent. As of the date hereof the Primary Subsidiaries are
as identified on Exhibit I.

         Section 5.17. Insurance. The properties of the Parent, PLIC, PXP and
their Subsidiaries are insured with financially sound and reputable insurance
companies not Affiliates of the Parent, PLIC or PXP, in such amounts, with such
deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where
the Parent, PLIC, PXP or any such Subsidiary operates.

         Section 5.18. Full Disclosure. None of the representations or
warranties made by the Parent, PLIC or PXP in the Loan Documents as of the date
such representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate furnished
by or on behalf of the Parent, PLIC or PXP in connection with the Loan Documents
(including the offering and disclosure materials delivered by or on behalf of
the Parent, PLIC or PXP to the Banks prior to the Effective Date), contains any
untrue statement of a material fact or omits any material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances under which they are made, not misleading as of the time when made
or delivered.

         Section 5.19. Compliance. The Parent, PLIC, PXP and each of their
Subsidiaries is in compliance with all applicable laws and regulations, all
applicable ordinances, decrees, requirements, orders and judgments of, and all
of the terms of any applicable licenses and permits issued by, any governmental
body, agency or official, and all agreements and instruments to which it may be
subject or any of its properties may be bound, in each case where the violation
thereof may have a Material Adverse Effect.


                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

         From and after the Effective Date and so long as any Bank shall have
any Commitment hereunder, or any Loan or other Obligation shall remain unpaid or
unsatisfied, unless the Majority Banks waive compliance in writing:

         Section 6.1. Financial Statements. The Parent or PLIC shall deliver to
the Administrative Agent, in form and detail satisfactory to the Administrative
Agent and the Majority Banks, with sufficient copies for each Bank:

                  (a) as soon as available, but not later than 120 days after
         the end of each fiscal year, a copy of the audited consolidated balance
         sheet of the Parent and its Subsidiaries as at the end of such year and
         the related consolidated statements of income or operations,
         shareholders' equity and cash flows for such year, setting forth in
         each case in comparative form the figures for the previous fiscal year,
         and accompanied by the opinion of PricewaterhouseCoopers or another
         nationally-recognized independent public accounting firm ("Independent
         Auditor") which report shall state that such consolidated financial
         statements present fairly the financial position for the periods
         indicated in

                                      -36-
<PAGE>   43
         conformity with GAAP applied on a basis consistent with prior years.
         Such opinion shall not be qualified or limited because of a restricted
         or limited examination by the Independent Auditor of any material
         portion of the Parent's or any Subsidiary's records;

                  (b) as soon as available, but not later than 60 days after the
         end of each of the first three fiscal quarters of each fiscal year, a
         copy of the unaudited interim consolidated balance sheets of the Parent
         and its Subsidiaries as of the end of such quarter and the related
         interim consolidated statements of income, shareholders' equity and
         cash flows for the period commencing on the first day and ending on the
         last day of such quarter, and certified by a Responsible Officer of the
         Parent and PXP (as applicable) as fairly presenting, in accordance with
         GAAP (subject to ordinary, good faith year-end audit adjustments), the
         financial positions and the results of operations of the Parent and its
         Subsidiaries, and of PXP and its Subsidiaries;

                  (c) as soon as available, but not later than 120 days after
         the end of each fiscal year, (i) a copy of the Annual Statement of PLIC
         for such fiscal year prepared in accordance with SAP and accompanied by
         the certification of a Responsible Officer of PLIC that such Annual
         Statement presents fairly in accordance with SAP the financial position
         of PLIC for the period then ended and (ii) a copy of the unaudited
         consolidated balance sheet of PXP and its Subsidiaries as of the end of
         such year and the related consolidated statements of income,
         shareholders' equity and cashflows for the period commencing on the
         first day of such fiscal year and ending on the last day thereof and
         certified by a Responsible Officer of PXP as fairly presenting, in
         accordance with GAAP, the financial positions and results of operations
         of PXP and its Subsidiaries;

                  (d) as soon as possible, but no later than 60 days after the
         end of each of the first three fiscal quarters of each fiscal year, a
         copy of the quarterly statement of PLIC for each such fiscal quarter,
         all prepared in accordance with SAP and accompanied by the
         certification of a Responsible Officer of PLIC that all such quarterly
         statements present fairly in accordance with SAP the financial position
         of PLIC for the period then ended;

                  (e) as soon as available, a copy of PLIC's "Statement of
         Actuarial Opinion" which is provided to the Department (or equivalent
         information should the Department no longer require such a statement)
         as to the adequacy of loss reserves of PLIC, which opinion shall be in
         the format prescribed by the Insurance Code;

                  (f) as soon as available, a copy of the "Management Discussion
         and Analysis" filed with the Department with respect to any of the
         foregoing financial statements and such other information; and

                  (g) within 90 days after each fiscal year, projections of the
         Parent's consolidated financial performance on an annual basis for the
         next fiscal year, prepared by the Parent's management.

         Any financial statements required to be submitted pursuant to
subsections (a) or (b) hereof as at a date prior to, or for a period ending on a
date prior to, the Demutualization

                                      -37-
<PAGE>   44
Conditions Effective Date shall be prepared for PLIC and its Subsidiaries and
PXP and its Subsidiaries and any certificate to be delivered concurrently with
the delivery of such financial statements pursuant to Section 6.2(a) shall be
executed by a Responsible Officer of PLIC.

         Section 6.2. Certificates; Other Information. The Parent or PLIC shall
furnish to the Administrative Agent, with sufficient copies for each Bank:

                  (a) concurrently with the delivery of the financial statements
         referred to in subsections 6.1(a) and (b), a Compliance Certificate
         executed by a Responsible Officer of the Parent;

                  (b) promptly, copies of all financial statements and reports
         that the Parent or PLIC sends to its policyholders or shareholders, and
         copies of all financial statements and regular, periodical or special
         reports that the Parent or any Subsidiary may make to, or file with,
         the SEC other than filings made on behalf of Persons which are not
         Subsidiaries of the Parent, PLIC or PXP and filings made in connection
         with investment advisory, mutual fund and/or asset management
         activities;

                  (c) promptly, upon a change in any debt or financial strength
         rating referred to in the definition of the term "Applicable Margin",
         written notice of such change by a Responsible Officer; and

                  (d) promptly, such additional information regarding the
         business, financial or corporate affairs of the Parent, PLIC, PXP or
         any Subsidiary of any of them as the Administrative Agent, at the
         request of any Bank, may from time to time reasonably request.

         Section 6.3. Notices. The Borrowers shall promptly notify the
Administrative Agent and each Bank:

                  (a) of the occurrence of any Default or Event of Default and
         of the occurrence or existence of any event or circumstance that
         foreseeably will become a Default or Event of Default;

                  (b) of any matter that has resulted or may result in a
         Material Adverse Effect, including (i) breach or non-performance of, or
         any default under, a Contractual Obligation of the Parent, PLIC, PXP or
         any Subsidiary of any of them; (ii) any dispute, litigation,
         investigation, proceeding or suspension between the Parent, PLIC or PXP
         or any Subsidiary thereof and any Governmental Authority; or (iii) the
         commencement of, or any material development in, any litigation or
         proceeding affecting the Parent, PLIC, PXP or any Subsidiary thereof;
         including pursuant to any applicable Environmental Laws;

                  (c) of the occurrence of any of the following events affecting
         the Parent, PLIC or PXP or any ERISA Affiliate (but in no event more
         than 10 days after such event), and deliver to the Administrative Agent
         and each Bank a copy of any notice with respect to

                                      -38-
<PAGE>   45
         such event that is filed with a Governmental Authority and any notice
         delivered by a Governmental Authority to the Parent or any ERISA
         Affiliate with respect to such event:

                           (i) an ERISA Event;

                           (ii) a material increase in the Unfunded Pension
                  Liability of any Pension Plan;

                           (iii) the adoption of, or the commencement of
                  contributions to, any Plan subject to Section 412 of the Code
                  by the Parent or any ERISA Affiliate; or

                           (iv) the adoption of any amendment to a Plan subject
                  to Section 412 of the Code, if such amendment results; in a
                  material increase in contributions or Unfunded Pension
                  Liability;

                  (d) of any material change in accounting policies or financial
         reporting practices by the Parent, PLIC, PXP or any of their Primary
         Subsidiaries; and

                  (e) of any Acquisition by the Parent, PLIC, PXP or any of
         their Subsidiaries, the total consideration for which shall exceed
         $50,000,000 (or its equivalent in any other currency), together with
         pro forma financial statements giving effect to such Acquisition but
         subject to the requirements of any applicable confidentiality
         agreement.

         Each notice under this Section shall be accompanied by a written
statement by a Responsible Officer of the Parent, PLIC or PXP setting forth
details of the occurrence referred to therein, and stating what action the
Parent, PLIC, PXP or any affected Subsidiary proposes to take with respect
thereto and at what time. Each notice under subsection 6.3(a) or (b) shall
describe with particularity any and all clauses or provisions of this Agreement
or other Loan Document that have been (or foreseeably will be) breached or
violated.

         Section 6.4. Preservation of Corporate Existence, Etc. The Parent, PLIC
and PXP each shall, and shall cause each of their respective Subsidiaries to:

                  (a) preserve and maintain in full force and effect its
         corporate existence and good standing under the laws of its state or
         jurisdiction of incorporation;

                  (b) preserve and maintain in full force and effect all
         governmental rights, privileges, qualifications, permits, licenses and
         franchises necessary or desirable in the normal conduct of its
         business;

                  (c) use reasonable efforts, in the ordinary course of
         business, to preserve its business organization and goodwill; and

                  (d) preserve or renew all of its registered patents,
         trademarks, trade names and service marks, the nonpreservation of which
         could reasonably be expected to have a Material Adverse Effect.

                                      -39-
<PAGE>   46
         The forgoing provisions of this Section 6.4 shall not restrict or
prohibit the liquidation or dissolution of any Subsidiary (other than a
Borrower) which is inactive or whose continued existence is not necessary to the
continued operation of the businesses of the Parent, PLIC, PXP and their
Subsidiaries taken as a whole.

         Section 6.5. Maintenance of Property. The Parent, PLIC and PXP each
shall maintain, and shall cause each of their respective Subsidiaries to
maintain, and preserve all its property which is used or useful in its business
in good working order and condition, ordinary wear and tear excepted.

         Section 6.6. Insurance. The Parent, PLIC and PXP each shall maintain,
and shall cause each of their respective Subsidiaries to maintain, with
financially sound and reputable independent insurers, insurance with respect to
its properties and business against loss or damage of the kinds customarily
insured against by Persons engaged in the same or similar business, of such
types and in such amounts as are customarily carried under similar circumstances
by such other Persons.

         Section 6.7. Payment of Obligations. The Parent, PLIC and PXP each
shall, and shall cause each of their respective Subsidiaries to, pay and
discharge as the same shall become due and payable, all their respective
obligations and liabilities, including:

                  (a) all tax liabilities, assessments and governmental charges
         or levies upon it or its properties or assets, unless the same are
         being contested in good faith by appropriate proceedings and adequate
         reserves in accordance with GAAP are being maintained by the applicable
         Person;

                  (b) all lawful claims which, if unpaid, would by law become a
         Lien upon its property; and

                  (c) all indebtedness, as and when due and payable, but subject
         to any subordination provisions contained in any instrument or
         agreement evidencing such Indebtedness.

         Section 6.8. Compliance with Laws. The Parent, PLIC and PXP shall each
comply, and shall cause each of their respective Subsidiaries to comply, in all
material respects with all Requirements of Law of any Governmental Authority
having jurisdiction over it or its business (including the Federal Fair Labor
Standards Act), except such as may be contested in good faith or as to which a
bona fide dispute may exist.

         Section 6.9. Compliance with ERISA. The Parent, PLIC and PXP each
shall, and shall cause each of its ERISA Affiliates to: (a) maintain each Plan
in compliance in all material respects with the applicable provisions of ERISA,
the Code and other federal or state law; (b) cause each Plan which is qualified
under Section 401(a) of the Code to maintain such qualification; and (c) make
all required contributions to any Plan subject to Section 412 of the Code.

                                      -40-
<PAGE>   47
         Section 6.10. Inspection of Property and Books and Records. The Parent,
PLIC and PXP shall each maintain, and shall cause each of their respective
Subsidiaries to maintain, proper books of record and account, in which full,
true and correct entries in conformity with GAAP or SAP, as applicable,
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Parent, PLIC and PXP and each such
Subsidiary. The Parent, PLIC, PXP shall each permit, and shall cause each of
their respective Subsidiaries to permit, representatives and independent
contractors of the Administrative Agent or any Bank to visit and inspect any of
their respective properties, to examine their respective corporate, financial
and operating records, and make copies thereof or abstracts therefrom, and to
discuss their respective affairs, finances and accounts with their respective
directors, officers, and independent public accountants, all at the expense of
the applicable Person if a Default or Event of Default has occurred and is
continuing and at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the
applicable Person; provided, however, when an Event of Default or Default exists
the Administrative Agent or any Bank may do any of the foregoing during normal
business hours and without advance notice.

         Section 6.11. Environmental Laws. The Parent, PLIC and PXP shall each,
and shall cause each of their respective Subsidiaries to, conduct its operations
and keep and maintain its property in compliance with all Environmental Laws.

         Section 6.12. Use of Proceeds. The Borrowers shall use the proceeds of
the Loans for working capital and other general corporate purposes, including
the repayment of Indebtedness; provided, however, that such proceeds shall not
be used for any Acquisition if the board of directors of the entity to be
acquired shall not have approved such Acquisition.


                                   ARTICLE VII

                               NEGATIVE COVENANTS

         From and after the Effective Date and so long as any Bank shall have
any Commitment hereunder, or any Loan or other Obligation shall remain unpaid or
unsatisfied, unless the Majority Banks waive compliance in writing:

         Section 7.1. Limitation on Liens. The Parent, PLIC and PXP shall not,
and shall not suffer or permit any Subsidiary to, directly or indirectly, make,
create, incur, assume or suffer to exist any Lien upon or with respect to any
part of its property, whether now owned or hereafter acquired, other than the
following ("Permitted Liens"):

                  (a) any Lien existing on property of the Parent, PLIC, PXP or
         any Subsidiary on the Effective Date and set forth in Schedule 7.1
         securing Indebtedness outstanding on such date;

                  (b) any Lien created under any Loan Document;

                                      -41-
<PAGE>   48
                  (c) Liens for taxes, fees, assessments or other governmental
         charges which are not delinquent or remain payable without penalty, or
         to the extent that non-payment thereof is permitted by Section 6.7,
         provided that no notice of lien has been filed or recorded under the
         Code;

                  (d) carriers', warehousemen's, mechanics', landlords',
         materialmen's, repairmen's or other similar Liens arising in the
         ordinary course of business which are not delinquent or remain payable
         without penalty;

                  (e) Liens (other than any Lien imposed by ERISA) consisting of
         pledges or deposits required in the ordinary course of business in
         connection with workers' compensation, unemployment insurance and other
         social security legislation;

                  (f) Liens consisting of judgment or judicial attachment liens,
         provided that the enforcement of such Liens is effectively stayed and
         all such liens in the aggregate at any time outstanding for the Parent,
         PLIC, PXP and their Subsidiaries do not exceed $50,000,000 (or its
         equivalent in any other currency);

                  (g) easements, rights-of-way, restrictions and other similar
         encumbrances incurred in the ordinary course of business which, in the
         aggregate, are not substantial in amount, and which do not in any case
         materially detract from the value of the property subject thereto or
         interfere with the ordinary conduct of the businesses of the Parent,
         PLIC, PXP and their Subsidiaries;

                  (h) Liens arising solely by virtue of any statutory or common
         law provision relating to banker's liens, securities intermediary's
         liens, rights of set-off or similar rights and remedies as to deposit
         accounts, securities accounts or other funds maintained with a creditor
         depository institution; provided that (i) such deposit account is not a
         dedicated cash collateral account and is not subject to restrictions
         against access by the Parent, PLIC, PXP or the applicable Subsidiary in
         excess of those set forth by regulations promulgated by the FRB, and
         (ii) such deposit account or securities account is not intended by the
         Parent, PLIC, PXP or any Subsidiary to provide collateral to the
         depository institution providing such account; and

                  (i) additional Liens securing Indebtedness not in excess of
         $25,000,000 (or its equivalent in any other currency) at any time
         outstanding.

         For purposes of this Agreement, Liens on property held in a segregated
separate account established pursuant to the New York Insurance Code for the
benefit of specified classes of policyholders, annuitants or other third parties
and securing Indebtedness for which the Parent, PLIC, PXP and their Subsidiaries
have no personal liability shall not be treated as a lien upon the property of
the Parent, PLIC, PXP or their Subsidiaries nor shall such indebtedness be
treated as Indebtedness thereof.

                                      -42-
<PAGE>   49
         Section 7.2. Mergers, Consolidations and Sales of Assets. The Parent,
PLIC and PXP will not, and will not permit any Primary Subsidiary to:

                  (a) consolidate with or be a party to a merger with any other
         Person or

                  (b) sell, lease or otherwise dispose of any substantial part
         of its assets, provided that the foregoing shall not apply to or
         operate to prevent (i) reinsurance and similar risk sharing
         arrangements entered into in the ordinary course of business, (ii)
         sales or other dispositions of assets acquired in satisfaction of
         obligations owing the Parent, PLIC, PXP or a Primary Subsidiary, (iii)
         mergers of a Subsidiary with and into a Borrower and other mergers of a
         Subsidiary not involving the Parent, PLIC or PXP, (iv) mergers
         constituting Acquisitions which are permitted by Section 7.3(d) hereof,
         (v) the sale of all or any substantial part of the assets of, or of the
         equity interests held by any of the Parent, PLIC or PXP in, any Primary
         Subsidiary which is not a Borrower (vi) the sale of the equity interest
         in PXP to the Parent or to a Wholly Owned Subsidiary of the Parent if
         the Destacking Date has occurred, so long as in the case of each of the
         matters described in clauses (i) through (vi) above, no Default or
         Event of Default shall have occurred and be continuing or would occur
         as a result thereof. Nothing herein contained shall be deemed to permit
         any transaction which constitutes a Change of Control. From and after
         the Destacking Date PXP will not be or become a direct or indirect
         Subsidiary of PLIC or of any other person, firm or corporation
         primarily engaged in the business of insurance or banking.

         Section 7.3. Loans and Investments. The Parent, PLIC and PXP shall not
purchase or acquire, or suffer or permit any Subsidiary to purchase or acquire,
or make any commitment therefor, any capital stock, equity interest, or any
obligations or other securities of, or any interest in, any Person or make or
commit to make any Acquisitions, or make or commit to make any advance, loan,
extension of credit or capital contribution to or any other investment in, any
Person including any Affiliate of the Parent, PLIC or PXP, except for:

                  (a) investments in cash equivalents;

                  (b) investments by PLIC and other Subsidiaries primarily
         engaged in the business of insurance in compliance with all applicable
         regulatory requirements;

                  (c) investments by PXP in the ordinary course of business
         consistent with past practices; and

                  (d) Acquisitions, so long as after giving effect thereto (i)
         the general nature of the business which would then be engaged in by
         the Parent, PLIC, PXP and their Subsidiaries would not be substantially
         changed from the general nature of the business engaged in by PLIC, PXP
         and their Subsidiaries on the date of this Agreement, and (ii) (A) no
         Default or Event of Default shall have occurred and be continuing and
         (B) the Parent, PLIC and PXP would be in compliance with all financial
         covenants hereof, calculated on a pro forma basis at the time of the
         Acquisition as if the Acquisition had taken place at the beginning of
         the four fiscal quarter period ending as of the last fiscal

                                      -43-
<PAGE>   50
         quarter end, with the Parent or PLIC providing a certificate with
         respect thereto; (provided that in the case of Acquisitions consummated
         prior to June 30, 2002, such pro forma compliance shall be determined
         as if the Acquisition had taken place as of the last day of the fiscal
         quarter most recently concluded for which financial statements have
         been submitted pursuant to Section 6.1 hereof unless the Acquisition
         took place prior to August 15, 2001, in which event such determination
         shall be made on the basis of the pro forma financial statements
         referred to in Section 5.11(d) hereof).

         Section 7.4. Limitation on Indebtedness. The Parent, PLIC and PXP shall
not, and shall not suffer or permit any Subsidiary to, create, incur, assume,
suffer to exist, or otherwise become or remain directly or indirectly liable
with respect to, any Indebtedness if after giving effect thereto and to the
application of the proceeds thereof a breach would have occurred under any
provision of Article VIII or IX hereof had the Indebtedness in question been
incurred, and the proceeds thereof applied, as of the last day of the fiscal
quarter most recently concluded prior to the incurrence of the Indebtedness in
question. Without limiting the foregoing, PLIC shall not incur, assume, suffer
to exist or otherwise become or remain directly or indirectly liable with
respect to, any Indebtedness other than (i) Indebtedness under this Agreement,
(ii) Surplus Notes and (iii) other Indebtedness aggregating not more than
$150,000,000 at any one time outstanding.

         Section 7.5. Transactions with Affiliates. The Parent, PLIC and PXP
shall not, and shall not suffer or permit any Subsidiary to, enter into any
transaction with any Affiliate of the Parent, except upon fair and reasonable
terms no less favorable to the Parent, PLIC, PXP or such Subsidiary than would
obtain in a comparable arm's-length transaction with a Person not an Affiliate
of the Parent, PLIC, PXP or such Subsidiary.

         Section 7.6. Use of Proceeds. The Borrowers shall not, and shall not
suffer or permit any Subsidiary to, use any portion of the Loan proceeds,
directly or indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or
otherwise refinance indebtedness of the Borrowers or others incurred to purchase
or carry Margin Stock, (iii) to extend credit for the purpose of purchasing or
carrying any Margin Stock, or (iv) to acquire any security in any transaction
that is subject to Section 13 or 14 of the Exchange Act.

         Section 7.7. Contingent Obligations. The Parent, PLIC and PXP shall
not, and shall not suffer or permit any Subsidiary to, create, incur, assume or
suffer to exist any Contingent Obligations except:

                  (a) endorsements for collection or deposit in the ordinary
         course of business;

                  (b) Contingent Obligations of the Parent, PLIC, PXP and their
         Subsidiaries existing as of the Effective Date and listed in Schedule
         7.7;

                  (c) Contingent Obligations included in the definition of the
         term "Indebtedness";

                                      -44-
<PAGE>   51
                  (d) the undertakings by PLIC in existence on the date hereof
         and identified on Exhibit J hereto pursuant to which PLIC provides
         rating agencies with undertakings to maintain the net worth or capital
         of the Subsidiaries in question and/or to assure that such Subsidiaries
         are able to meet their obligations on a timely basis, provided that (i)
         such undertakings may be renewed or extended and may be modified if the
         modifications in question will not increase the liability of PLIC
         thereunder in any material respect and (ii) PLIC shall cause the
         undertakings as to any Subsidiary to be terminated if and when it
         ceases to be a Subsidiary of PLIC (the undertakings above described
         shall not constitute "Indebtedness" of PLIC); and

                  (e) other Contingent Obligations in aggregate amounts not to
         exceed $50,000,000.

         Section 7.8. Joint Ventures. The Parent, PLIC and PXP shall not enter
into or permit any Subsidiary to enter into, any Joint Venture if after giving
effect thereto the aggregate amount of investments by the Parent, PLIC, PXP and
their Subsidiaries (exclusive of investments in joint ventures between any of
them or any of them and their Subsidiaries or among such Subsidiaries) would
exceed 10% of the Parent's Shareholders Equity from and after the
Demutualization Conditions Effective Date or 10% of Total Equity (as that term
is defined in the definition of the term "PLIC Debt to Capitalization Ratio" in
Article I hereof).

         Section 7.9. Restricted Payments. The Parent shall not, declare or pay
any dividend or other distribution on account of its equity securities or
directly or indirectly, through a subsidiary or otherwise, purchase, redeem or
otherwise acquire or retire any such equity securities if after giving effect
thereto a Default or Event of Default such have occurred and be continuing. PXP
will not enter into any agreement prohibiting or limiting the amount of
dividends or other distributions which it may make to the holders of its equity
securities.

         Section 7.10. ERISA. The Parent, PLIC or PXP shall not, and shall not
suffer or permit any of its ERISA Affiliates to: (a) engage in a prohibited
transaction or violation of the fiduciary responsibility rules with respect to
any Plan which has resulted or could reasonably be expected to result in
liability of the Parent, PLIC or PXP in an aggregate amount in excess of
$5,000,000 or (b) engage in a transaction that could be subject to Section 4069
or 4212(c) of ERISA.

         Section 7.11. Change in Business The Parent, PLIC and PXP shall not,
and shall not suffer or permit any Subsidiary to, engage in any material line of
business substantially different from those lines of business carried on by
PLIC, PXP and their Subsidiaries on the date hereof.

         Section 7.12. Accounting Changes. The Parent, PLIC and PXP shall not,
and shall not suffer or permit any Subsidiary to, make any significant change in
accounting treatment or reporting practices, except as required by GAAP or SAP,
or change the fiscal year of the Parent or of any Subsidiary.

         Section 7.13. Pari Passu. Each Borrower shall cause the Obligations to
rank at least pari passu with all other senior unsecured Indebtedness of such
Borrower.

                                      -45-
<PAGE>   52
         Section 7.14. Phoenix. The Parent and PLIC shall retain the word
"Phoenix" in their names.


                                  ARTICLE VIII

                          PARENT'S FINANCIAL COVENANTS

         From and after the Demutualization Conditions Effective Date and so
long as any Bank shall have any Commitments hereunder, or any Loan or other
Obligations shall remain unpaid or unsatisfied, unless the Majority Banks waive
compliance in writing:

         Section 8.1. Parent Total Debt to Capitalization Ratio. The Parent
shall at all times maintain the Parent Total Debt to Capitalization Ratio at not
more than 34%.

         Section 8.2. Shareholders' Equity. The Parent shall at all times during
each of the periods set forth below maintains Parent's Shareholder's Equity at
not less than the amount specified below:

<TABLE>
<CAPTION>
                                                                          PARENT SHAREHOLDER'S EQUITY
                    DURING THE PERIOD                                        SHALL NOT BE LESS THAN

<S>                                                                       <C>
     The Demutualization Conditions Effective Date                               $2,000,000,000
     through 12/31/2002
     1/1/2003 through 12/31/2004                                                 $2,100,000,000
     from and after 1/1/2005                                                     $2,200,000,000
</TABLE>


                                   ARTICLE IX

                        PLIC AND PXP FINANCIAL COVENANTS

         From and after the Effective Date and so long as any Bank shall have
any Commitments hereunder, or any Loan or other Obligation shall remain unpaid
or unsatisfied, unless the Majority Banks waive compliance in writing:

         Section 9.1. Risk Based Capital. PLIC shall as of the last day of each
calendar quarter (i) ending prior to the Destacking Date have a Risked Based
Capital Ratio of not less than 2.00 to 1 and (ii) ending on or after the
Destacking Date have a Risk Based Capital Ratio of not less than 2.10 to 1.

         Section 9.2. Shareholders' Equity of PXP. PXP shall maintain PXP
Shareholder's Equity at all times at not less than $325,000,000.

         Section 9.3. PXP Total Debt to Capitalization Ratio. PXP shall maintain
the PXP Total Debt to Capitalization Ratio at all times at not more than 60%.

                                      -46-
<PAGE>   53
         Section 9.4. PLIC Ratings. PLIC shall at all times maintain a PLIC S&P
Rating of not less than A- and a PLIC Moody's Rating of not less than A3,
provided that the foregoing covenant shall terminate and be of no further force
and effect from and after the Demutualization Conditions Effective Date.

         Section 9.5. PLIC Total Debt to Capitalization Ratio. PLIC shall
maintain the PLIC Total Debt to Capitalization Ratio at all times at not more
than 34%, provided the foregoing covenant shall terminate and be of no further
force and effect from and after the Demutualization Conditions Effective Date.


                                    ARTICLE X

                                   GUARANTIES

        Section 10.1. Parent Guaranty. (a) Guaranty. The Parent hereby
unconditionally and irrevocably guarantees the full and punctual payment
(whether at stated maturity, upon acceleration or otherwise) of the principal of
and interest on each Note issued by PLIC or PXP pursuant to this Agreement, and
the full and punctual payment of all Obligations of PLIC or PXP under this
Agreement. Upon failure by PLIC or PXP to pay punctually any such amount, the
Parent shall forthwith on demand pay the amount not so paid at the place and in
the manner specified in this Agreement.

                  (b) Guaranty Unconditional. The obligations of the Parent
         under this Article X shall be unconditional and absolute and, without
         limiting the generality of the foregoing, shall not be released,
         discharged or otherwise affected by:

                           (i) any extension, renewal, settlement, compromise,
                  waiver or release in respect of any obligation of PLIC or PXP
                  under this Agreement or any Note, by operation of law or
                  otherwise;

                           (ii) any modification or amendment of or supplement
                  to this Agreement or any Note;

                           (iii) any release, impairment, non-perfection or
                  invalidity of any direct or indirect security for any
                  obligation of PLIC or PXP under this Agreement or any Note;

                           (iv) any change in the corporate existence, structure
                  or ownership of PLIC or PXP or any insolvency, bankruptcy,
                  reorganization or other similar proceeding affecting PLIC or
                  PXP or their assets or any resulting release or discharge of
                  any obligation of PLIC or PXP contained in this Agreement or
                  any Note;

                           (v) the existence of any claim, set-off or other
                  right which the Parent may have at any time against PLIC or
                  PXP, the Administrative Agent, any Bank or any other Person,
                  whether in connection herewith or any unrelated transaction,
                  provided that nothing herein shall prevent the assertion of
                  any such claim by separate suit or compulsory counterclaim;

                                      -47-
<PAGE>   54
                           (vi) any invalidity or unenforceability relating to
                  or against PLIC or PXP for any reason of this Agreement or any
                  Note, or any provision of applicable law or regulation
                  purporting to prohibit the payment by PLIC or PXP of the
                  principal of or interest on any Note or any other amount
                  payable by PLIC or PXP under this Agreement; or

                           (vii) any other act or omission to act or delay of
                  any kind by PLIC or PXP, the Administrative Agent, any Bank or
                  any other Person or any other circumstance whatsoever which
                  might, but for the provisions of this paragraph, constitute a
                  legal or equitable discharge of PLIC or PXP or of the Parent's
                  obligations as guarantor hereunder.

                  (c) Discharge Only Upon Payment in Full; Reinstatement in
         Certain Circumstances. The Parent's obligations as guarantor hereunder
         shall remain in full force and effect until the Commitments shall have
         terminated and all Obligations shall have been indefeasibly paid in
         full in money. If at any time any payment of principal, interest or any
         other amount payable by PLIC or PXP under this Agreement or any Note is
         rescinded or must be otherwise restored or returned upon the
         insolvency, bankruptcy or reorganization of PLIC or PXP or otherwise,
         the Parent's obligations hereunder with respect to such payment shall
         be reinstated as though such payment had been due but not made at such
         time.

                  (d) Waiver by the Parent. The Parent irrevocably waives
         acceptance hereof, presentment, demand, protest and any notice not
         provided for herein, as well as any requirement that at any time any
         action be taken by any Person against PLIC or PXP or any other Person.

                  (e) Subrogation. Notwithstanding any payment made by or for
         the account of the Parent pursuant to this Article X, the Parent shall
         not be subrogated to any right of the Administrative Agent or any Bank
         until such time as the Administrative Agent and the Banks shall have
         received final payment in cash of the full amount of all Obligations.

                  (f) Stay of Acceleration. If acceleration of the time for
         payment of any amount payable by PLIC or PXP under this Agreement or
         any Note is stayed upon the insolvency, bankruptcy or reorganization of
         PLIC or PXP, all such amounts otherwise subject to acceleration under
         the terms of this Agreement shall nonetheless be payable by the Parent
         hereunder forthwith on demand by the Administrative Agent made at the
         request of the Majority Banks.

         Section 10.2. PLIC Guaranty. (a) Guaranty. Subject to clause (g)
hereof, PLIC hereby unconditionally and irrevocably guarantees the full and
punctual payment (whether at stated maturity, upon acceleration or otherwise) of
the principal of and interest on each Note issued by PXP pursuant to this
Agreement, and the full and punctual payment of all Obligations of PXP under
this Agreement. Upon failure by PXP to pay punctually any such amount, PLIC
shall forthwith on demand pay the amount not so paid at the place and in the
manner specified in this Agreement.

                  (b) Guaranty Unconditional. Subject to clause (g) hereof, the
         obligations of PLIC under this Article X shall be unconditional and
         absolute and, without limiting the generality of the foregoing, shall
         not be released, discharged or otherwise affected by:

                                      -48-

<PAGE>   55
                           (i) any extension, renewal, settlement, compromise,
                  waiver or release in respect of any obligation of PXP under
                  this Agreement or any Note, by operation of law or otherwise;

                           (ii) any modification or amendment of or supplement
                  to this Agreement or any Note;

                           (iii) any release, impairment, non-perfection or
                  invalidity of any direct or indirect security for any
                  obligation of PXP under this Agreement or any Note;

                           (iv) any change in the corporate existence, structure
                  or ownership of PXP or any insolvency, bankruptcy,
                  reorganization or other similar proceeding affecting PXP or
                  their assets or any resulting release or discharge of any
                  obligation of PXP contained in this Agreement or any Note;

                           (v) the existence of any claim, set-off or other
                  right which PLIC may have at any time against PXP, the
                  Administrative Agent, any Bank or any other Person, whether in
                  connection herewith or any unrelated transaction, provided
                  that nothing herein shall prevent the assertion of any such
                  claim by separate suit or compulsory counterclaim;

                           (vi) any invalidity or unenforceability relating to
                  or against PXP for any reason of this Agreement or any Note,
                  or any provision of applicable law or regulation purporting to
                  prohibit the payment by PXP of the principal of or interest on
                  any Note or any other amount payable by PXP under this
                  Agreement; or

                           (vii) any other act or omission to act or delay of
                  any kind by PXP, the Administrative Agent, any Bank or any
                  other Person or any other circumstance whatsoever which might,
                  but for the provisions of this paragraph, constitute a legal
                  or equitable discharge of PXP/or of PLIC's obligations as
                  guarantor hereunder.

                  (c) Discharge Only Upon Payment in Full; Reinstatement in
         Certain Circumstances. PLIC's obligations as guarantor hereunder shall
         remain in full force and effect until the Commitments shall have
         terminated and all Obligations shall have been indefeasibly paid in
         full in money. If at any time any payment of principal, interest or any
         other amount payable by PXP under this Agreement or any Note is
         rescinded or must be otherwise restored or returned upon the
         insolvency, bankruptcy or reorganization of PXP or otherwise, PLIC's
         obligations hereunder with respect to such payment shall be reinstated
         as though such payment had been due but not made at such time.

                  (d) Waiver by PLIC. PLIC irrevocably waives acceptance hereof,
         presentment, demand, protest and any notice not provided for herein, as
         well as any requirement that at any time any action be taken by any
         Person against PXP or any other Person.

                  (e) Subrogation. Notwithstanding any payment made by or for
         the account of PLIC pursuant to this Article X, PLIC shall not be
         subrogated to any right of the Administrative Agent

                                      -49-


<PAGE>   56
or any Bank until such time as the Administrative Agent and the Banks shall have
received final payment in cash of the full amount of all Obligations.

         (f) Stay of Acceleration. If acceleration of the time for payment of
any amount payable by PXP under this Agreement or any Note is stayed upon the
insolvency, bankruptcy or reorganization of PXP, all such amounts otherwise
subject to acceleration under the terms of this Agreement shall nonetheless be
payable by PLIC hereunder forthwith on demand by the Administrative Agent made
at the request of the Majority Banks.

         (g) Termination. The obligations and liabilities of PLIC under this
Section 10.2 shall automatically terminate, and be of no further force or effect
from and after, the Destacking Date.


                                   ARTICLE XI

                                EVENTS OF DEFAULT

         Section 11.1. Event of Default. Any of the following shall constitute
an "Event of Default":

         (a) Non-Payment. Any of the Parent, PLIC or PXP fails to pay, (i) when
and as required to be paid herein, any amount of principal of any Loan, or (ii)
within five days after the same becomes due, any interest, fee or any other
amount payable hereunder or under any other Loan Document; or

         (b) Representation or Warranty. Any representation or warranty by any
of the Parent, PLIC or PXP or any other Subsidiary made or deemed made herein,
in any other Loan Document, or which is contained in any certificate, document
or financial or other statement by the Parent, PLIC or PXP, any other
Subsidiary, or any Responsible Officer of the Parent, PLIC, PXP or any other
Subsidiary, furnished at any time under this Agreement, or in or under any other
Loan Document, is incorrect in any material respect on or as of the date made or
deemed made; or

         (c) Specific Defaults. Any of the Parent, PLIC or PXP fails to perform
or observe any term, covenant or agreement contained in any of Section 6.1 or
6.3 or in Article VII, VIII or IX hereof; or

         (d) Other Defaults. Any of the Parent, PLIC or PXP fails to perform or
observe any other term or covenant contained in this Agreement or any other Loan
Document, and such default shall continue unremedied for a period of 20 days
after the date upon which written notice thereof is given to the Parent, PLIC or
PXP (as applicable) by the Administrative Agent or any Bank; or

         (e) Cross-Default. The Parent, PLIC, PXP or any other Subsidiary
thereof (i) fails to make any payment in respect of any Indebtedness or
Contingent Obligation having an aggregate principal amount (including undrawn
committed or available amounts and including amounts owing to all creditors
under any combined or syndicated credit arrangement) of more than

                                      -50-
<PAGE>   57
$10,000,000 (or its equivalent in any other currency) with respect to the Parent
or PLIC, or $5,000,000 (or its equivalent in any other currency) with respect to
PXP or any other Subsidiary of the Parent (other than PLIC) or of PLIC, when due
(whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise); or (ii) fails to perform or observe any other condition or covenant,
or any other event shall occur or condition exist, under any agreement or
instrument relating to any such Indebtedness or Contingent Obligation, if the
effect of such failure, event or condition is to cause, or to permit the holder
or holders of such Indebtedness or beneficiary or beneficiaries of such
Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause such Indebtedness to be declared to be
due and payable prior to its stated maturity, or such Contingent Obligation to
become payable or cash collateral in respect thereof to be demanded; or

         (f) Insolvency; Voluntary Proceedings. The Parent, PLIC, PXP or any
other Subsidiary (i) ceases or fails to be solvent, or generally fails to pay,
or admits in writing its inability to pay, its debts as they become due, subject
to applicable grace periods, if any, whether at stated maturity or otherwise;
(ii) voluntarily ceases to conduct its business in the ordinary course; (iii)
commences any Insolvency Proceeding with respect to itself or its property; or
(iv) takes any action to effectuate or authorize any of the foregoing; or

         (g) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding
is commenced or filed against the Parent, PLIC or PXP or any other Subsidiary or
its property, or any writ, judgment, warrant of attachment, execution or similar
process, is issued or levied against a substantial part of the properties of any
of them, and any such proceeding or petition shall not be dismissed, or such
writ, judgment, warrant of attachment, execution or similar process shall not be
released, vacated or fully bonded within 60 days after commencement, filing or
levy; (ii) the Parent, PLIC or PXP or any other Subsidiary admits the material
allegations of a petition against it in any Insolvency Proceeding, or an order
for relief (or similar order under non-U.S. law) is ordered in any Insolvency
Proceeding; or (iii) the Parent, PLIC or PXP or any other Subsidiary acquiesces
in the appointment of a receiver, trustee, custodian, conservator, liquidator,
mortgagee in possession (or agent therefor), or other similar Person for itself
or a substantial portion of its property or business; or

         (h) ERISA. (i) An ERISA Event shall occur with respect to a Pension
Plan or Multi employer Plan which has resulted or could reasonably be expected
to result in liability of the Parent under Title IV of ERISA to the Pension
Plan, Multi-employer Plan or the PBGC; (ii) there exists an Unfunded Pension
Liability; or (iii) the Parent, PLIC or PXP or any ERISA Affiliate shall fail to
pay when due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multi-employer Plan; or

         (i) Monetary Judgments. One or more non-interlocutory judgments,
non-interlocutory orders, decrees or arbitration awards is entered against the
Parent, PLIC, PXP or any other Subsidiary involving in the aggregate a liability
(to the extent not covered by independent third-party insurance as to which the
insurer does not dispute coverage) as to any single or related series of
transactions, incidents or conditions, of $25,000,000 (or its equivalent in any


                                      -51-
<PAGE>   58
other currency) or more, and the same shall remain unsatisfied, unvacated and
unstayed pending appeal for a period of 30 days after the entry thereof; or

         (j) Non-Monetary Judgments. Any non-monetary judgment, order or decree
is entered against the Parent, PLIC, PXP or any other Subsidiary which does or
would reasonably be expected to have a Material Adverse Effect, and there shall
be any period of 30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

         (k) Change of Control. Any Change of Control occurs; or

         (l) Loss of Licenses. Any Governmental Authority revokes or fails to
renew any license, permit or franchise of the Parent, PLIC, PXP or any other
Subsidiary, or the Parent, PLIC, PXP or any other Subsidiary for any reason
loses any license, permit or franchise, or the Parent or any Subsidiary suffers
the imposition of any restraining order, escrow, suspension or impound of funds
in connection with any proceeding (judicial or administrative) with respect to
any license, permit or franchise, if the effect of any thereof involves a
reasonable possibility of a Material Adverse Effect.

         Section 11.2. Remedies. If any Event of Default occurs, the
Administrative Agent shall, at the request of, or may, with the consent of, the
Majority Banks,

                  (a) declare the commitment of each Bank to make Loans to be
         terminated, whereupon such commitments shall be terminated;

                   (b) declare the unpaid principal amount of all outstanding
         Loans, all interest accrued and unpaid thereon, and all other amounts
         owing or payable hereunder or under any other Loan Document to be
         immediately due and payable, without presentment, demand, protest or
         other notice of any kind, all of which are hereby expressly waived by
         the Borrowers; and

                  (c) exercise on behalf of itself and the Banks all rights and
         remedies available to it and the Banks under the Loan Documents or
         applicable law;

provided, however, that upon the occurrence of any event specified in subsection
(f) or (g) of Section 11.1 (in the case of clause (i) of subsection (g) upon the
expiration of the 60-day period mentioned therein) with respect to the Parent,
PLIC, PXP or any other Primary Subsidiary, the obligation of each Bank to make
Loans shall automatically terminate and the unpaid principal amount of all
outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable without further act of the Administrative
Agent or any Bank.

        Section 11.3. Rights Not Exclusive. The rights provided for in this
Agreement and the other Loan Documents are cumulative and are not exclusive of
any other rights, powers, privileges or remedies provided by law or in equity,
or under any other instrument, document or agreement now existing or hereafter
arising.

                                      -52-
<PAGE>   59
                                   ARTICLE XII

                            THE ADMINISTRATIVE AGENT

        Section 12.1. Appointment. Subject to Section 12.9 hereof, each Bank
hereby irrevocably designates and appoints BMO as the Administrative Agent of
such Bank under the Loan Documents and each Bank hereby irrevocably authorizes
the Administrative Agent to take such action on its behalf under the provisions
of the Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of the Loan
Documents, together with such powers as are reasonably incidental thereto. The
duties of the Administrative Agent shall be mechanical and administrative in
nature, and, notwithstanding any provision to the contrary elsewhere in any Loan
Document, the Administrative Agent shall not have any duties or responsibilities
other than those expressly set forth therein, or any fiduciary relationship
with, or fiduciary duty to, any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into the Loan
Documents or otherwise exist against the Administrative Agent.

        Section 12.2. Delegation of Duties. The Administrative Agent may execute
any of its duties under the Loan Documents by or through agents or attorneys in
fact and shall be entitled to rely upon, and shall be fully protected in, and
shall not be under any liability for, relying upon, the advice of counsel
concerning all matters pertaining to such duties.

        Section 12.3. Exculpatory Provisions. Neither the Administrative Agent
nor any of its officers, directors, employees, agents attorneys-in-fact, or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with the Loan Documents
(except the Administrative Agent for its own gross negligence or willful
misconduct), or (ii) responsible in any manner to any of the Banks for any
recitals, statements, representations or warranties made by the Parent, PLIC or
PXP or any officer thereof contained in the Loan Documents or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, the Loan
Documents or for the value, validity, effectiveness, genuineness, perfection,
enforceability or sufficiency of any of the Loan Documents or for any failure of
the Parent, PLIC, PXP or any other Person to perform its obligations thereunder.
The Administrative Agent shall not be under any obligation to any Bank to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, the Loan Documents, or to inspect the
property, books or records of the Parent, PLIC or PXP. The Banks acknowledge
that the Administrative Agent shall not be under any duty to take any
discretionary action permitted under the Loan Documents unless the
Administrative Agent shall be instructed in writing to do so by the Majority
Banks and such instructions shall be binding on the Banks and all holders of any
Obligations; provided, however, that the Administrative Agent shall not be
required to take any action which exposes the Administrative Agent to personal
liability or is contrary to law or any provision of the Loan Documents. The
Administrative Agent shall not be under any liability or responsibility
whatsoever, as Administrative Agent, to the Parent, PLIC, PXP or any other
Person as a consequence of any failure or delay in performance, or any breach,
by any Bank of any of its obligations under any of the Loan Documents.


                                      -53-
<PAGE>   60
        Section 12.4. Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, opinion, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order or
other document or conversation in good faith believed by it to be genuine and
correct and to have been signed, sent or made by a proper Person or Persons and
upon advice and statements of legal counsel (including, without limitation,
counsel to Parent, PLIC or PXP), independent accountants and other experts
selected by the Administrative Agent. The Administrative Agent may treat each
Bank, or the Person designated in the last notice filed with it under this
Section, as the holder of all of the interests of such Bank, in its Loans and
Notes, until written notice of transfer, signed by such Bank (or the Person
designated in the last notice filed with the Administrative Agent) and by the
Person designated in such written notice of transfer, in form and substance
satisfactory to the Administrative Agent, shall have been filed with the
Administrative Agent. The Administrative Agent shall not be under any duty to
examine or pass upon the validity, effectiveness, enforceability or genuineness
of the Loan Documents or any instrument, document or communication furnished
pursuant thereto or in connection therewith, and the Administrative Agent shall
be entitled to assume that the same are valid, effective and genuine, have been
signed or sent by the proper parties and are what they purport to be. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under the Loan Documents unless it shall first receive such advice or
concurrence of the Majority Banks as it deems appropriate. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under the Loan Documents in accordance with a request or direction of
the Majority Banks, and such request or direction and any action taken or
failure to act pursuant thereto shall be binding upon all the Banks and all
future holders of the Notes.

        Section 12.5. Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default unless the Administrative Agent has received written notice thereof from
a Bank or a Borrower. In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall promptly give notice thereof to the Banks
and the Parent, PLIC and PXP. The Administrative Agent shall take such action
with respect to such Default or Event of Default as shall be directed by the
Majority Banks; provided, however, that unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem to be in the
best interests of the Banks.

        Section 12.6. Non-Reliance on Administrative Agent and Other Banks. Each
Bank expressly acknowledges that neither the Administrative Agent nor any of its
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates has made any representations or warranties to it and that no act by
the Administrative Agent hereinafter, including any review of the affairs of the
Parent, PLIC and PXP, shall be deemed to constitute any representation or
warranty by the Administrative Agent to any Bank. Each Bank represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any Bank, and based on such documents and information as
it has deemed appropriate, made its own evaluation of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of the Parent, PLIC and PXP and made its own decision to enter


                                      -54-
<PAGE>   61
into this Agreement. Each Bank also represents that it will, independently and
without reliance upon the Administrative Agent or any Bank, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, evaluations and decisions in taking or not taking
action under any Loan Document, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial
and other condition and creditworthiness of the Parent, PLIC and PXP. Except for
notices, reports and other documents expressly required to be furnished to the
Banks by the Administrative Agent hereunder, the Administrative Agent shall not
have any duty or responsibility to provide the Bank with any credit or other
information concerning the business, operations, property, financial and other
condition or creditworthiness of the Parent, PLIC or PXP which at any time may
come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.

        Section 12.7. Indemnification. Each Bank agrees to indemnify and hold
harmless the Administrative Agent in its capacity as such (to the extent not
promptly reimbursed by the Parent, PLIC and PXP and without limiting the
obligation of the Parent, PLIC and PXP to do so), pro rata according to the
aggregate of the outstanding principal balance of the Loans (or at any time when
no Loans are outstanding, according to its Pro Rata Share), from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever,
including, without limitation, any amounts paid to the Banks (through the
Administrative Agent) by any of the Parent, PLIC or PXP pursuant to the terms of
the Loan Documents, that are subsequently rescinded or avoided, or must
otherwise be restored or returned) which may at any time (including, without
limitation, at any time following the payment of the Loans or the Notes) be
imposed on, incurred by or asserted against the Administrative Agent in any way
relating to or arising out of the Loan Documents or any other documents
contemplated by or referred to therein or the transactions contemplated thereby
or any action taken or omitted to be taken by the Administrative Agent under or
in connection with any of the foregoing; provided, however, that no Bank shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements to the extent resulting solely from the finally adjudicated gross
negligence or willful misconduct of the Administrative Agent. Without limitation
of the foregoing, each Bank agrees to reimburse the Administrative Agent
promptly upon demand for its pro rata share of any unpaid fees owing to the
Administrative Agent, and any costs and expenses (including, without limitation,
reasonable fees and expenses of counsel) payable by the Parent, PLIC or PXP
under Section 13.4, to the extent that the Administrative Agent has not been
paid such fees or has not been reimbursed for such costs and expenses by the
Parent, PLIC or PXP. The failure of any Bank to reimburse the Administrative
Agent promptly upon demand for its pro rata share of any amount required to be
paid by the Banks to the Administrative Agent as provided in this Section shall
not relieve any other Bank of its obligation hereunder to reimburse the
Administrative Agent for its pro rata share of such amount, but no Bank shall be
responsible for the failure of any other Bank to reimburse the Administrative
Agent for such other Bank's pro rata share of such amount. If, after having been
indemnified or reimbursed by the Banks as provided by this Section, the
Administrative Agent shall have received payment from the obligor in respect of
the obligation or liability for which it received such indemnification or
reimbursement from the Banks, the Administrative Agent shall disburse to the
Banks an amount equal to the amount of the payment so received on a pro rata
basis. The

                                      -55-
<PAGE>   62
agreements in this Section shall survive the termination of the Commitments of
all of the Banks, and the payment of all amounts payable under the Loan
Documents.

        Section 12.8. Administrative Agent in Its Individual Capacity. BMO and
its affiliates may make secured or unsecured loans to, accept deposits from,
issue letters of credit for the account of, act as trustee under indentures of,
and generally engage in any kind of business with, the Parent, PLIC, PLP or
their Subsidiaries as though BMO were not an Agent hereunder. With respect to
the Commitment made or renewed by BMO and the Obligations owing it, BMO shall
have the same rights and powers under the Loan Documents as any Bank and may
exercise the same as though it were not the Administrative Agent, and the terms
"Bank" and "Banks" shall in each case include BMO.

        Section 12.9. Successor Administrative Agent. If at any time the
Administrative Agent deems it advisable, in its discretion, it may submit to the
Banks a written notice of its resignation as Administrative Agent under the Loan
Documents, such resignation to be effective upon the earlier of (i) the written
acceptance of the duties of the Administrative Agent under the Loan Documents by
a successor Administrative Agent and (ii) on the 30th day after the date of such
notice. Upon any such resignation, the Majority Banks shall have the right to
appoint from among the Banks a successor Administrative Agent. If no successor
Administrative Agent shall have been so appointed by the Majority Banks and
accepted such appointment in writing within 30 days after the retiring
Administrative Agent's giving of notice of resignation, then the retiring
Administrative Agent may, on behalf of the Bank, appoint a successor
Administrative Agent, which successor Administrative Agent shall be a commercial
bank organized or licensed under the laws of the United States or any State
thereof and having a combined capital, surplus, and undivided profits of at
least $500,000,000. 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's rights, powers, privileges and duties as
Administrative Agent under the Loan Documents shall be terminated. The Parent,
PLIC, PXP and the Banks shall execute such documents as shall be necessary to
effect such appointment. After any retiring Administrative Agent's resignation
as Administrative Agent, the provisions of the Loan Documents shall inure to its
benefit as to any actions taken or omitted to be taken by it, and any amounts
owing to it, while it was Administrative Agent under the Loan Documents. If at
any time there shall not be a duly appointed and acting Administrative Agent,
the Parent, PLIC and PXP agree to make each payment due under the Loan Documents
directly to the Banks entitled thereto during such time.

       Section 12.10. Syndication Agent and Documentation Agent. None of the
Banks identified on the facing page or signature pages of this Agreement as a
"syndication agent" or "documentation agent" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Banks as such. Without limiting the foregoing, none of
the Banks so identified as a "co-agent" or "lead manager" shall have or be
deemed to have any fiduciary relationship with any Bank or the Parent, PLIC or
PXP. Each Bank acknowledges that it has not relied, and will not rely, on any of
the Banks so identified in deciding to enter into this Agreement or in taking or
not taking action hereunder. The parties

                                      -56-
<PAGE>   63
identified on the facing pages hereof as having arranged this transaction are
not parties to this Agreement and have no liabilities hereunder.


                                  ARTICLE XIII

                                  MISCELLANEOUS

        Section 13.1. Amendments and Waivers. No amendment or waiver of any
provision of this Agreement or any other Loan Document, and no consent with
respect to any departure by the Parent, PLIC or PXP therefrom, shall be
effective unless the same shall be in writing and signed by the Majority Banks
(or by the Administrative Agent at the written request of the Majority Banks)
and the Parent, PLIC and PXP and acknowledged by the Administrative Agent, and
then any such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no such
waiver, amendment, or consent shall, unless in writing and signed by all the
Banks, the Parent, PLIC and PXP and acknowledged by the Administrative Agent, do
any of the following:

                  (a) increase or extend the Commitment of any Bank (or
         reinstate any Commitment terminated pursuant to Section 11.2);

                  (b) postpone or delay any date fixed by this Agreement or any
         other Loan Document for any payment of principal, interest, fees or
         other amounts due to the Banks (or any of them) hereunder or under any
         other Loan Document;

                  (c) reduce the principal of, or the rate of interest specified
         herein on any Loan, or any fees or other amounts payable hereunder or
         under any other Loan Document;

                  (d) change the percentage of the Commitments or of the
         aggregate unpaid principal amount of the Loans which is required for
         the Banks or any of them to take any action hereunder;

                  (e) amend this Section, or Section 2.13 or 13.13, or the
         definition of the term "Destacking Date" or any provision herein
         providing for consent or other action by all Banks; or

                  (f) amend or terminate any guaranty, including the guaranties
         pursuant to Article X;

and, provided, further, that no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Majority Banks
or all the Banks, as the case may be, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document.

         Section 13.2. Notices. (a) All notices, requests and other
communications shall be in writing (including, unless the context expressly
otherwise provides, by facsimile transmission, provided that any matter
transmitted by the Parent, PLIC or PXP by facsimile (i) shall be

                                      -57-
<PAGE>   64
immediately confirmed by a telephone call to the recipient at the number
specified on the signature pages hereof or on an Assignment and Acceptance to
which it is a party, and (ii) shall be followed promptly by delivery of a
hard-copy original thereof) and mailed, faxed or delivered, to the address or
facsimile number specified for notices on the signature pages hereof or on an
Assignment and Acceptance to which it is a party; or, as directed to the Parent,
PLIC, PXP or the Administrative Agent, to such other address as shall be
designated by such party in a written notice to the other parties, and as
directed to any other party, at such other address as shall be designated by
such party in a written notice to the other parties.

         (b) All such notices, requests and communications shall, when
transmitted by overnight delivery, or faxed, be effective when delivered for
overnight (next-day) delivery, or transmitted in legible form by facsimile
machine, respectively, or, if mailed, upon the third Business Day after the date
deposited into the U.S. mail, or, if delivered, upon delivery; except that
notices pursuant to Article II or XII shall not be effective until actually
received by the Administrative Agent.

         (c) Any agreement of the Administrative Agent and the Banks herein to
receive certain notices by telephone or facsimile is solely for the convenience
and at the request of the Parent, PLIC and/or PXP. The Administrative Agent and
the Banks shall be entitled to rely on the authority of any Person purporting to
be a Person authorized by the Parent, PLIC and/or PXP to give such notice and
the Administrative Agent and the Banks shall not have any liability to the
Parent, PLIC, PXP or other Persons on account of any action taken or not taken
by the Administrative Agent or the Banks in reliance upon such telephonic or
facsimile notice. The obligation of the Borrowers to repay the Loans shall not
be affected in any way or to any extent by any failure by the Administrative
Agent and the Banks to receive written confirmation of any telephonic or
facsimile notice or the receipt by the Administrative Agent and the Banks of a
confirmation which is at variance with the terms understood by the
Administrative Agent and the Banks to be contained in the telephonic or
facsimile notice.

         Section 13.3. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Administrative Agent or any Bank,
any right, remedy, power or privilege hereunder, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.

         Section 13.4. Costs and Expenses. The Borrowers shall:

                   (a) whether or not the transactions contemplated hereby are
         consummated, pay or reimburse BMO for all reasonable costs and expenses
         incurred by BMO in connection with the development, preparation,
         delivery, administration and execution of, and any amendment,
         supplement, waiver or modification to (in each case, whether or not
         consummated), this Agreement, any Loan Document and any other documents
         prepared in connection herewith or therewith, and the consummation of
         the transactions contemplated hereby and thereby, including reasonable
         Attorney Costs incurred by BMO with respect thereto; and


                                      -58-
<PAGE>   65
                   (b) pay or reimburse each Agent, the Arrangers and each Bank
         for all costs and expenses (including reasonable Attorney Costs)
         incurred by them in connection with the enforcement, attempted
         enforcement, or preservation of any rights or remedies under this
         Agreement or any other Loan Document during the existence of an Event
         of Default or after acceleration of the Loans (including in connection
         with any "workout" or restructuring regarding the Loans, and including
         in any Insolvency Proceeding or appellate proceeding).

        Section 13.5. Indemnity. Whether or not the transactions contemplated
hereby are consummated, the Parent, PLIC and PXP shall indemnify and hold the
Agent-Related Persons, and each Bank and each of its respective officers,
directors, employees, counsel, agents and attorneys-in-fact (each, an
"Indemnified Person") harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
charges, expenses and disbursements (including Attorney Costs) of any kind or
nature whatsoever which may at any time (including at any time following
repayment of the Loans and the termination, resignation or replacement of the
Administrative Agent or replacement of any Bank) be imposed on, incurred by or
asserted against any such Person in any way relating to or arising out of this
Agreement or any document contemplated by or referred to herein, or the
transactions contemplated hereby, or any action taken or omitted by any such
Person under or in connection with any of the foregoing, including with respect
to any investigation, litigation or proceeding (including any Insolvency
Proceeding or appellate proceeding) related to or arising out of this Agreement
or the Loans or the use of the proceeds thereof, whether or not any Indemnified
Person is a party thereto (all the foregoing, collectively, the "Indemnified
Liabilities"); provided, that the Parent, PLIC and PXP shall have no obligation
hereunder to any Indemnified Person with respect to Indemnified Liabilities
resulting solely from the gross negligence or willful misconduct of such
Indemnified Person; and provided, further, that the Indemnified Persons shall,
at the request of the Parent, PLIC and PXP only use one counsel among them
unless any such Indemnified Person determines in its sole discretion that its
interests may differ from any other Indemnified Person. The agreements in this
Section shall survive payment of all other Obligations.

        Section 13.6. Payments Set Aside. To the extent that any of the Parent,
PLIC or PXP makes a payment to the Administrative Agent or the Banks, or the
Administrative Agent or the Banks exercise their right of set-off, and such
payment or the proceeds of such set-off or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent
or such Bank in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any Insolvency Proceeding or otherwise, then (a) to
the extent of such recovery the obligation or part thereof originally intended
to be satisfied shall be revived and continued in full force and effect as if
such payment had not been made or such set-off had not occurred, and (b) each
Bank severally agrees to pay to the Administrative Agent upon demand its pro
rata share of any amount so recovered from or repaid by the Administrative
Agent.

        Section 13.7. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that the Parent, PLIC and PXP may not
assign or transfer any of their rights or obligations

                                      -59-
<PAGE>   66
under this Agreement without the prior written consent of the Administrative
Agent and each Bank.

        Section 13.8. Assignments, Participations, etc. (a) Any Bank may,
subject to the written consent of the Borrowers at all times other than during
the existence of an Event of Default, and the Administrative Agent, which
consents shall not be unreasonably withheld, at any time assign and delegate to
one or more Eligible Assignees (provided that no written consent of the
Borrowers or the Administrative Agent shall be required in connection with any
assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate
of such Bank and the assignee need not be an Eligible Assignee if an Event of
Default has occurred and is continuing) (each an "Assignee") all, or any ratable
part of all, of the Loans, the Commitments and the other rights and obligations
of such Bank hereunder, in a minimum amount such that the Assignee after giving
effect to such assignment shall hold at least $5,000,000 of the Commitments (or
if less the aggregate amount of the Commitments of the Bank so assigning);
provided, however, that the Borrowers and the Administrative Agent may continue
to deal solely and directly with such Bank in connection with the interest so
assigned to an Assignee until (i) written notice of such assignment, together
with payment instructions, addresses and related information with respect to the
Assignee, shall have been given to the Borrowers and the Administrative Agent by
such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered
to the Borrowers and the Administrative Agent an Assignment and Acceptance in
the form of Exhibit E or in such other form as shall be acceptable to them
("Assignment and Acceptance") and (iii) the assignor Bank or Assignee has paid
to the Administrative Agent a processing fee in the amount of $3,500 (such
processing fee to be payable, without limitation, in connection with assignments
from a Bank to another Bank).

         (b) From and after the date that the Administrative Agent notifies the
assignor Bank that it has received (and provided its consent with respect to) an
executed Assignment and Acceptance and payment of the above-referenced
processing fee, (i) the Assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, shall have the rights and obligations of a
Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent
that rights and obligations hereunder and under the other Loan Documents have
been assigned by it pursuant to such Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Loan Documents.

         (c) Within five Business Days after its receipt of notice by the
Administrative Agent that it has received an executed Assignment and Acceptance
and payment of the processing fee, (and provided that it consents to such
assignment in accordance with subsection 13.8(a)), the Borrowers shall at the
request of the Assignee execute and deliver to the Administrative Agent, a new
Note evidencing such Assignee's assigned Loans and Commitment. Immediately upon
each Assignee's making its processing fee payment under the Assignment and
Acceptance, this Agreement shall be deemed to be amended to the extent, but only
to the extent, necessary to reflect the addition of the Assignee and the
resulting adjustment of the Commitments arising therefrom. The Commitment
allocated to each Assignee shall reduce such Commitment of the assigning Bank
pro tanto.


                                      -60-
<PAGE>   67
         (d) Any Bank may at any time sell to one or more commercial banks or
other Persons not Affiliates of the Borrowers (a "Participant") participating
interests in any Loans, the Commitment of that Bank and the other interests of
that Bank (the "originating Bank") hereunder and under the other Loan Documents;
provided, however, that (i) the originating Bank's obligations under this
Agreement shall remain unchanged, (ii) the originating Bank shall remain solely
responsible for the performance of such obligations, (iii) the Borrowers and the
Administrative Agent shall continue to deal solely and directly with the
originating Bank in connection with the originating Bank's rights and
obligations under this Agreement and the other Loan Documents, and (iv) no Bank
shall transfer or grant any participating interest under which the Participant
has rights to approve any amendment to, or any consent or waiver with respect
to, this Agreement or any other Loan Document, except to the extent such
amendment, consent or waiver would require unanimous consent of the Banks as
described in the first proviso to Section 13.1. In the case of any such
participation, the Participant shall be entitled to the benefit of Sections 3.1,
3.3 and 13.5 as though it were also a Bank hereunder, and not have any other
rights under this Agreement, or any of the other Loan Documents, and all amounts
payable by the Borrowers hereunder shall be determined as if such Bank had not
sold such participation; except that, if amounts outstanding under this
Agreement are due and unpaid, or shall have been declared or shall have become
due and payable upon the occurrence of an Event of Default, each Participant
shall be deemed to have the right of set-off in respect of its participating
interest in amounts owing under this Agreement to the same extent as if the
amount of its participating interest were owing directly to it as a Bank under
this Agreement.

         (e) Notwithstanding any other provision in this Agreement, any Bank may
at any time create a security interest in, or pledge, all or any portion of its
rights under and interest in this Agreement and the Note held by it in favor of
any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S.
Treasury Regulation 31 CFR Section 203.14, and such Federal Reserve Bank may
enforce such pledge or security interest in any manner permitted under
applicable law.

         (f) (i) Notwithstanding anything to the contrary contained herein, any
Bank, (a "Granting Lender") may grant to a special purpose funding vehicle (an
"SPV"), identified as such in writing from time to time by such Granting Lender
to the Administrative Agent and the Borrowers, the option to fund all or any
part of any Loan that such Granting Lender would otherwise be obligated to fund
pursuant to this Credit Agreement; provided that (aa) nothing herein shall
constitute a commitment by any SPV to fund any Loan, (ab) if an SPV elects not
to exercise such option or otherwise fails to fund all or any part of such Loan,
the Granting Lender shall be obligated to fund such Loan pursuant to the terms
hereof, (ac) no SPV shall have any voting rights pursuant to Section 13.1 and
(ad) with respect to notices, payments and other matters hereunder, the
Borrowers, the Administrative Agent and the Banks shall not be obligated to deal
with an SPV, but may limit their communications and other dealings relevant to
such SPV to the applicable Granting Lender. The funding of a Loan by an SPV
hereunder shall utilize the Commitment of the Granting Lender to the same extent
that, and as if, such Loan were funded by such Granting Lender.

         (ii) As to any Loans or portion thereof made by it, each SPV shall have
all the rights that its applicable Granting Lender making such Loans or portion
thereof would have had under

                                      -61-
<PAGE>   68
this Credit Agreement; provided, however, that each SPV shall have granted to
its Granting Lender an irrevocable power of attorney, to deliver and receive all
communications and notices under this Agreement (and any related documents) and
to exercise on such SPV's behalf, all of such SPV's voting rights under this
Credit Agreement. No additional Note shall be required to evidence the Loans or
portion thereof made by an SPV; and the related Granting Lender shall be deemed
to hold its Note as agent for such SPV to the extent of the Loans or portion
thereof funded by such SPV. In addition. any payments for the account of any SPV
shall be paid to its Granting Lender as agent for such SPV.

         (iii) Each party hereto hereby agrees that no SPV shall be liable for
any indemnity or payment under this Agreement for which a Lender would otherwise
be liable for so long as, and to the extent, the Granting Lender provides such
indemnity or makes such payment. In furtherance of the foregoing, each party
hereto hereby agrees (which agreements shall survive the termination of this
Credit Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior indebtedness
of any SPV, it will not institute against, or join any other person in
instituting against, such SPV any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding under the laws of the United States or any
State thereof.

         (iv) In addition, notwithstanding anything to the contrary contained in
this Agreement, but subject to the other provisions of Section 13.8(f), any SPV
may (i) at any time and without paying any processing fee therefor, assign or
participate all or a portion of its Loans to the Granting Lender or to any
financial institutions providing liquidity and/or credit support to or for the
account of such SPV to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancements to such SPV. This Section 13.8(f)
may not be amended without the written consent of any Granting Lender affected
thereby if the existence of such Granting Lender has been identified to the
Borrowers and Administrative Agent pursuant to Section 13.8(f)(i).

         Section 13.9. Confidentiality. Each Bank agrees to take and to cause
its Affiliates to take normal and reasonable precautions and exercise due care
to maintain the confidentiality of all information identified as "confidential"
or "secret" by the Parent, PLIC or PXP and provided to it by the Parent, PLIC or
PXP or any other Subsidiary, or by any Agent or the Arrangers on their behalf,
under this Agreement or any other Loan Document, and neither it nor any of its
Affiliates shall use any such information other than in connection with the
enforcement of this Agreement and the other Loan Documents or in connection with
other business now or hereafter existing or contemplated with the Parent, PLIC,
PXP or any Subsidiary thereof; except to the extent such information (i) was or
becomes generally available to the public other than as a result of disclosure
by the Bank, or (ii) was or becomes available on a nonconfidential basis from a
source other than the Parent, PLIC or PXP, provided that such source is not
bound by a confidentiality agreement with the Parent, PLIC or PXP known to the
Bank; provided, however, that any Bank may disclose such information (A) at the
request or pursuant to any requirement of any Governmental Authority to which
the Bank is subject or in connection with an examination of such Bank by any
such authority; (B) pursuant to subpoena or other court process; (C) when
required to do so in accordance with the provisions of any applicable
Requirement of Law;

                                      -62-
<PAGE>   69
(D) to the extent reasonably required in connection with any litigation or
proceeding to which the Administrative Agent, any Bank or their respective
Affiliates may be party; (E) to the extent reasonably required in connection
with the exercise of any remedy hereunder or under any other Loan Document; (F)
to such Bank's independent auditors and other professional advisors; (G) to any
Participant or Assignee, actual or potential, provided that such Person agrees
in writing to keep such information confidential to the same extent required of
the Banks hereunder; (H) as to any Bank or its Affiliate, as expressly permitted
under the terms of any other document or agreement regarding confidentiality to
which the Parent or any Subsidiary is party or is deemed party with such Bank or
such Affiliate; and (I) to its Affiliates.

         Section 13.10. Set-off. In addition to any rights and remedies of the
Banks provided by law, if an Event of Default exists or the Loans have been
accelerated, each Bank is authorized at any time and from time to time, without
prior notice to the Parent, PLIC or PXP, any such notice being waived by the
Parent, PLIC and PXP to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held by, and other indebtedness at any time owing by, such
Bank to or for the credit or the account of any of the Parent, PLIC or PXP
against any and all obligations owing to such Bank by the depositor, now or
hereafter existing, irrespective of whether or not the Administrative Agent or
such Bank shall have made demand under this Agreement or any Loan Document and
although such Obligations may be contingent or unmatured. Each Bank agrees
promptly to notify the applicable party and the Administrative Agent after any
such set-off and application made by such Bank; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application.

         Section 13.11. Automatic Debits of Fees. With respect to any fee, or
any other cost or expense (including Attorney Costs) due and payable to the
Agents or the Arrangers under the Loan Documents, the Parent, PLIC and PXP
hereby irrevocably authorize them to debit any deposit account of an obligor in
an amount such that the aggregate amount debited from all such deposit accounts
does not exceed such fee or other cost or expense. If there are insufficient
funds in such deposit accounts to cover the amount of the fee or other cost or
expense then due, such debits will be reversed (in whole or in part, in the
debtor's sole discretion) and such amount not debited shall be deemed to be
unpaid. No such debit under this Section shall be deemed a set-off.

         Section 13.12. Notification of Addresses, Lending Offices, Etc. Each
Bank shall notify the Administrative Agent in writing of any changes in the
address to which notices to the Bank should be directed, of addresses of any
Lending Office, of payment instructions in respect of all payments to be made to
it hereunder and of such other administrative information as the Administrative
Agent shall reasonably request.

         Section 13.13. Certain Provisions Inapplicable and/or Modified Prior to
the Demutualization Conditions Effective Date. Anything contained herein to the
contrary notwithstanding prior to the Demutualization Conditions Effective Date
(i) the Parent shall not be entitled to obtain any Loans hereunder or constitute
a "Borrower" for any purposes hereof and (ii) PLIC shall pay all fees or other
amounts which are provided to be paid by the Parent under

                                      -63-
<PAGE>   70
this Agreement. From and after the Demutualization Conditions Effective Date,
the provisions of this Section 13.13 shall be of no further force or effect.

         Section 13.14. Counterparts. This Agreement may be executed in any
number of separate counterparts, each of which, when so executed, shall be
deemed an original, and all of said counterparts taken together shall be deemed
to constitute but one and the same instrument.

         Section 13.15. Severability. The illegality or unenforceability of any
provision of this Agreement or any instrument or agreement required hereunder
shall not in any way affect or impair the legality or enforceability of the
remaining provisions of this Agreement or any instrument or agreement required
hereunder.

         Section 13.16. No Third Parties Benefits. This Agreement is made and
entered into for the sole protection and legal benefit of the Parent, PLIC, PXP,
the Banks, the Agents and the Agent-Related Persons, and their permitted
successors and assigns, and no other Person shall be a direct or indirect legal
beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this Agreement or any of the other Loan Documents.

         Section 13.17. Governing Law and Jurisdiction. (a) THIS AGREEMENT AND
THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK; PROVIDED THAT THE AGENTS AND THE BANKS SHALL RETAIN ALL
RIGHTS ARISING UNDER FEDERAL LAW.

         (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR
OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH OF THE PARENT, PLIC, PXP, THE AGENTS AND THE
BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH OF THE PARENT, PLIC, PXP, THE AGENTS AND THE
BANKS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE PARENT, PLIC,
PXP, THE AGENTS AND THE BANKS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
NEW YORK LAW.

         Section 13.18. Waiver of Jury Trial. THE PARENT, PLIC, PXP, THE BANKS
AND THE AGENTS EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY
ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON,
PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS,
OR OTHERWISE. THE PARENT, PLIC, PXP, THE BANKS AND THE AGENTS EACH AGREE THAT
ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A
JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR
RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF

                                      -64-
<PAGE>   71
THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN
WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

       Section 13.18. Entire Agreement. This Agreement, together with the other
Loan Documents, embodies the entire agreement and understanding among the
Borrowers, the Banks and the Agents, and supersedes all prior or contemporaneous
agreements and understandings of such Persons, verbal or written, relating to
the subject matter hereof and thereof.


                                      -65-
<PAGE>   72
     In Witness Whereof, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                    THE PHOENIX COMPANIES, INC.


                                        /s/ Christopher Wilkos
                                    By: ______________________________

                                            S.V.P.
                                     Its: ____________________________


                                    PHOENIX HOME LIFE MUTUAL INSURANCE
                                      COMPANY


                                        /s/ Raymond E. Cummings
                                    By: ______________________________

                                           Vice President & Treasurer
                                     Its: ____________________________

                                    PHOENIX INVESTMENT PARTNERS, LTD

                                        /s/ William R. Moyer
                                    By: ______________________________

                                           Executive Vice President
                                           and Chief Financial Officer
                                     Its: ____________________________


                                    Address for Notices to the Above Parties:

                                    One American Row
                                    Hartford, Connecticut 06115
                                    Attention: Raymond Cummings
                                    Phone: 860-403-5318
                                    Fax: 860-403-5922

                                    With copies also marked "Attention: General
                                      Counsel"

                                      -4-
<PAGE>   73
                                             KEYBANK NATIONAL ASSOCIATION, as a
                                               Documentation Agent and as a Bank


                                                /s/ Sherrie I. Manson
                                            By: ______________________________

                                                    Vice President
                                            Its: ____________________________

                                                           SHERRIE I. MANSON
                                                           VICE PRESIDENT


                                            Lending Office

                                            127 Public Square
                                            Cleveland, OH 44114
                                            Attn: Dianne Cox
                                            Phone: (216) 689-4450
                                            Fax: (216) 689-4981

                                            Address for Notices

                                            Same as above

                                            Attn: Sherrie Manson
                                            Phone: (216) 689-3443
                                            Fax: (216) 689-4981

                                      -5-

<PAGE>   74
                                        SUNTRUST BANK, AS A BANK

                                        By: /s/ W. David Wisdom
                                            -------------------
                                          Its: Vice President
                                               ----------------

                                        Lending Office

                                        25 Park Place, 21st Floor
                                        Atlanta, Georgia 30303
                                        Attn: Robert Hickman
                                        Phone: (404) 588-1949
                                        Fax: (404) 575-2730

                                        Address for Notices

                                        711 5th Avenue, 16th Floor
                                        New York, NY 10022
                                        Attn: Jennifer De Atley
                                        Phone: (212) 583-2625
                                        Fax: (212) 371-9386




                                      -6-
<PAGE>   75
                                     FLEET NATIONAL BANK, AS A SYNDICATION AGENT
                                        AND AS A BANK


                                     By: /s/ David A. Albanesi
                                         ------------------------
                                        Its: Director
                                             --------------------

                                     Lending Office:

                                     777 Main Street
                                     Hartford, Connecticut 06115
                                     Attn: Laura McDonough
                                     Phone: (860) 986-5769
                                     Fax: (860) 986-1094

                                     Address for Notices

                                     Same as above

                                      -7-

<PAGE>   76
                                   DEUTSCHE BANK AG, New York Branch and/or
                                   Cayman Islands Branches, as a Documentation
                                   Agent and as a Bank


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


                                   By: /s/ Ruth Leung
                                       ---------------------------------------
                                   Its: Ruth Leung
                                        --------------------------------------
                                        Director


                                   Lending Office

                                   31 West 52nd Street, Mail Stop NYC01-2402
                                   New York, New York 10019
                                   Attn: John McGill
                                   Phone: (212) 469-8666
                                   Fax: (212) 469-8366

                                   Address for Notices

                                   Same as above

                                   Attn: Cheryl Mandelbaum
                                   Phone: (212) 250-5303
                                   Fax: (212) 669-1706


                                      -8-

<PAGE>   77
                                   THE BANK OF NEW YORK, as a Bank


                                   By: Gary Overton
                                       ---------------------------------------
                                   Its: Vice President
                                        --------------------------------------

                                   Lending Office

                                   One Wall Street
                                   New York, New York 10018
                                   Attn: Gary Overton
                                   Phone: (212) 635-4529
                                   Fax: (212) 809-9520

                                   Address for Notices

                                   Same as above

                                   Attn: Linda Ventura
                                   Phone: (212) 635-6483
                                   Fax: (212) 809-9520


                                      -9-

<PAGE>   78
STATE STREET BANK AND TRUST COMPANY, AS A BANK

By: /s/ Edward M. Anderson
   -------------------------------
    Its: Vice President


Lending Office

225 Franklin Street-Loan Dept. M-11
Boston, Massachusetts 02110
Attn: Sean Gibbons
Phone: (617)664-4008
Fax: (617)664-3941

Address for Notices

Insurance Credit Services
Lafayette Corporate Center LCC2
2 Avenue de Lafayette
Boston, Massachusetts 02111
Attn: Edward M. Anderson, VP
Phone: (617)662-3782
Fax: (617)662-3778


                                      -10-

<PAGE>   79
THE CHASE MANHATTAN BANK, AS A BANK

By: /s/ Marybeth Mullen
   -------------------------------
    Its: Vice President


Lending Office

1 Chase Manhattan Plaza
New York, New York 10017
Attn: Rocky Chan
Phone: (212)552-7929
Fax: (212)552-7490

Address for Notices

270 Park Avenue, 20th Floor
New York, New York 10017
Attn: Marybeth Mullen
Phone: (212)270-5049
Fax: (212)270-0670


                                      -11-

<PAGE>   80
                                                   WEBSTER BANK, as a Bank

                                                   By:  /s/ Stephen J. Corcoran
                                                        ------------------------
                                                   Its: Vice President
                                                        ------------------------



                                                   Lending Office

                                                   185 Asylum Street
                                                   Hartford, Connecticut 06107
                                                   Attn: Stephen Corcoran
                                                   Phone: (860) 692-1612
                                                   Fax: (860) 692-1602

                                                   Address for Notices

                                                   80 Elm Street
                                                   New Haven, Connecticut 06510
                                                   Attn: Gail Cerrone
                                                   Phone: (203) 782-4543
                                                   Fax: (203) 782-4577

                                      -12-
<PAGE>   81
                                                   WACHOVIA BANK, N.A., as
                                                     a Bank

                                                   By:  /s/ M. Eugene Wood, III
                                                        ------------------------
                                                   Its: Senior Vice President
                                                        ------------------------


                                                   Lending Office

                                                   Wachovia Bank, N.A.
                                                   191 Peachtree Street, N.E.
                                                   Atlanta, Georgia 30303
                                                   Attn: Mark Edwards
                                                   Phone: (404) 332-5137
                                                   Fax: (404) 332-5905

                                                   Address for Notices

                                                   Same as above

                                      -13-
<PAGE>   82
                                   BANK OF MONTREAL, as Administrative Agent
                                      and as a Bank

                                   By:       Kanu Modi
                                      ---------------------------------
                                      Its:   Director
                                          -----------------------------


                                   Lending Office:

                                   115 S. LaSalle Street
                                   Chicago, Illinois 60603
                                   Attn: Manager-Loan Operations
                                   Phone: (312) 750-4333
                                   Fax: (312) 750-3456

                                   Address For Notices

                                   Same as above

                                   Attn: Joseph Linder
                                   Phone: (312) 750-3784
                                   Fax: (312) 750-6057


                                      -14-
<PAGE>   83
                                   BANK OF AMERICA, N.A., as a Syndication
                                     Agent and as a Bank

                                   By:  Elizabeth W.F. Bishop
                                      ------------------------------------

                                      Its:  Principal
                                          --------------------------------


                                   Lending Office

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

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

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

                                   Attn:
                                        ----------------------------------
                                   Phone:
                                        ----------------------------------
                                   Fax:
                                        ----------------------------------

                                   Address for Notices

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

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

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

                                   Attn:
                                        ----------------------------------
                                   Phone:
                                        ----------------------------------
                                   Fax:
                                        ----------------------------------

                                      -15-

<PAGE>   84

                                    EXHIBIT A

                               NOTICE OF BORROWING


                             Date: __________, ____




To:     Bank of Montreal, as Administrative Agent for the Banks parties to
        the Credit Agreement dated as of June 11, 2001 (as extended, renewed,
        amended or restated from time to time, the "Credit Agreement") among
        the Phoenix Companies, Inc., Phoenix Home Life Mutual Insurance
        Company), [(NOW KNOWN AS PHOENIX LIFE INSURANCE COMPANY)]* Phoenix
        Investment Partners, Ltd., certain Banks which are signatories
        thereto, Bank of Montreal, as Administrative Agent, Bank of America,
        N.A. and Fleet National Bank as Syndication Agents and Deutsche Bank
        AG and Key Bank National Association, as Documentation Agents

Ladies and Gentlemen:

      The undersigned, [INSERT NAME OF APPLICABLE BORROWER]* (the "Borrower"),
refers to the Credit Agreement, the terms defined therein being used herein as
therein defined, and hereby gives you notice irrevocably, pursuant to Section
2.3 of the Credit Agreement, of the Borrowing of Loans specified below:

             1.   The Business Day of the proposed Borrowing is __________,
      20__.

             2.   The aggregate amount of the proposed Borrowing is
      $____________.

             3.   The Borrowing is to be comprised of $___________ of [Base
      Rate] [Eurodollar Rate] Loans.

            [4.   The duration of the Interest Period for the Eurodollar Rate
      Loans included in the Borrowing shall be ______ months.]

      The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the date of the proposed Borrowing, before
and after giving effect thereto and to the application of the proceeds
therefrom:

            (a) the representations and warranties of the Borrowers contained in
      Article V of the Credit Agreement are true and correct as though made on
      and as of such date


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

*     Include after the Demutualization
<PAGE>   85
      (except to the extent such representations and warranties relate to an
      earlier date, in which case they are true and correct as of such date);

            (b)   no Default or Event of Default has occurred and is
      continuing or would result from such proposed Borrowing; and

            (c) The proposed Borrowing will not cause the aggregate principal
      amount of all outstanding Loans to exceed the combined Commitments of the
      Banks.

                                       [NAME OF APPLICABLE BORROWER]


                                       By:____________________________________
                                          Title:______________________________


                                       -2-
<PAGE>   86
                                    EXHIBIT B

                        NOTICE OF CONVERSION/CONTINUATION


                             Date: __________, ____




To:     Bank of Montreal, as Administrative Agent for the Banks parties to
        the Credit Agreement dated as of June 11, 2001 (as extended, renewed,
        amended or restated from time to time, the "Credit Agreement") among
        the Phoenix Companies, Inc., Phoenix Home Life Mutual Insurance
        Company), [(NOW KNOWN AS PHOENIX LIFE INSURANCE COMPANY)]* Phoenix
        Investment Partners, Ltd., certain Banks which are signatories
        thereto, Bank of Montreal, as Administrative Agent, Bank of America,
        N.A. and Fleet National Bank as Syndication Agents and Deutsche Bank
        AG and Key Bank National Association, as Documentation Agents

Ladies and Gentlemen:

      The undersigned, [NAME OF APPLICABLE BORROWER] (the "Borrower"), refers to
the Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 2.4 of the
Credit Agreement, of the [conversion] [continuation] of the Loans specified
herein, that:

             1.   The Conversion/Continuation Date is __________, 20__.

             2.   The aggregate amount of the Loans to be [converted]
      [continued] is $____________.

             3.   The Loans are to be [converted into] [continued as]
      [Eurodollar Rate] [Base Rate] Loans.

             4.   [If applicable:]  The duration of the Interest Period for
      the Loans included in the [conversion] [continuation] shall be ___
      months.


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

*     Include after the Demutualization
<PAGE>   87
                                       [NAME OF APPLICABLE BORROWER]


                                       By:____________________________________
                                          Title:______________________________


                                      -2-
<PAGE>   88
                                    EXHIBIT C

                             COMPLIANCE CERTIFICATE


                    Financial Statement Date: _______, 200__




      Reference is made to that certain Credit Agreement dated as of June 11,
2001 (as extended, renewed, amended or restated from time to time, the "Credit
Agreement") among The Phoenix Companies, Inc., Phoenix Home Life Mutual
Insurance Company), [(NOW KNOWN AS PHOENIX LIFE INSURANCE COMPANY)]* Phoenix
Investment Partners, Ltd., the several financial institutions from time to time
parties to the Credit Agreement (the "Banks"), Bank of Montreal, as
Administrative Agent, Bank of America, N.A. and Fleet National Bank as
Syndication Agents and Deutsche Bank AG and Key Bank National Association, as
Documentation Agents. Unless otherwise defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Credit Agreement.

      The undersigned Responsible Officer of the Parent**, hereby certifies as
of the date hereof that he/she is the _______________ of the Parent**, and that,
as such, he/she is authorized to execute and deliver this Certificate to the
Banks and the Administrative Agent on behalf of the Parent and its Subsidiaries,
and that:

             1. Enclosed herewith is a copy of the [annual audit/quarterly]
      report of the Parent** as at __________ (the "Computation Date") which
      report fairly presents the financial condition and results of operation of
      the Parent** and its Subsidiaries, as of the Computation Date.

             2. The undersigned has reviewed and is familiar with the terms of
      the Credit Agreement and has made, or has caused to be made under his/her
      supervision, a detailed review of the transactions and conditions
      (financial or otherwise) of the Parent** during the accounting period
      covered by the attached financial statements.

             3. To the best of the undersigned's knowledge, the Parent, PLIC and
      PXP, during such period, have observed, performed or satisfied all of
      their covenants and other agreements, and satisfied every condition in the
      Credit Agreement to be observed, performed or satisfied by the Parent,
      PLIC and PXP, and the undersigned has no knowledge of any Default of Event
      of Default.

-----------------
*     Include after the Demutualization.

**    Change the Parent references to PLIC if submitted prior to Demutualization
      Conditions Effective Date.
<PAGE>   89
             4. The following financial covenant analyses and information set
      forth on Schedule 1 attached hereto are true and accurate on and as of the
      date of this Certificate.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
__________, 200__.

                                       THE PHOENIX COMPANIES, INC.*


                                       By:____________________________________
                                          Title:______________________________


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

* Substitute PLIC prior to Demutualization Conditions Effective Date.


                                      -2-
<PAGE>   90
                                   SCHEDULE 1

                            TO COMPLIANCE CERTIFICATE
                         FINANCIAL COVENANT CALCULATIONS


                                      -3-
<PAGE>   91
                                   EXHIBIT D-1

                        FORM OF OPINION OF PXP'S COUNSEL
<PAGE>   92
                 [PHOENIX INVESTMENT PARTNERS, LTD LETTERHEAD]

                                 June __, 2001

To:       Bank of America N.A., and Fleet National Bank as Syndication Agents,
          Bank of Montreal, as Administrative Agent, Deutsche Bank AG and Key
          Bank National Association, as Documentation Agents, and the other Bank
          parties from time to time to the Credit Agreement hereinafter referred
          to

          Re:  Credit Agreement, dated as of June __, 2001, among The Phoenix
               Companies, Inc., Phoenix Home Life Mutual Insurance Company (to
               be known as Phoenix Life Insurance Company), Phoenix Investment
               Partners, Ltd., and the Financial Institutions Party Thereto,
               Bank of America, N.A., and Fleet National Bank, as Syndication
               Agents, Bank of Montreal, as Administrative Agent, Deutsche Bank
               AG and Key National Association, as Documentation Agents, and
               Banc of America Securities LLC and Fleet Securities, Inc., as
               Joint Lead Arrangers and Joint Book Managers (the "Credit
               Agreement").

Ladies and Gentlemen:

     The undersigned has acted as counsel for Phoenix Investment Partners, Ltd.
("PXP") in connection with the negotiation, execution and delivery of the
Credit Agreement and the other Loan Documents. This opinion letter is delivered
pursuant to Section 4.1(a)(V) of the Credit Agreement. Unless otherwise defined
herein or the context otherwise requires, all capitalized terms used in this
opinion letter shall have the respective meanings assigned to them in the
Credit Agreement.

     I have reviewed the corporate proceedings taken by PXP in connection with
the Credit Agreement and the other Loan Documents. In addition, I have examined
and relied upon copies of such Credit Agreement, the Charter and the Bylaws of
PXP as in effect on the date hereof, copies of supporting resolutions adopted
by the Board of Directors of PXP in connection with the Credit Agreement and
the transactions contemplated thereby and certificates executed by officers of
PXP addressing facts material to my opinions as I consider necessary or
appropriate for the basis of the opinions expressed.

[Special Olympics Logo]

<PAGE>   93
     In making the examination of such agreements and instruments in connection
with the opinions expressed herein, I have assumed the genuineness of all
signatures (other than those on behalf of PXP) and the authenticity of all
documents submitted to me as originals and the conformity with the originals of
all documents submitted to me as copies and have further assumed that each of
the Banks has the corporate power to enter into and perform its obligations
under the Credit Agreement and have assumed with respect to each of them due
authorization by all requisite corporate action, due execution and delivery and
the valid and binding effect of such documents and agreements and compliance by
the Banks with applicable law. I am admitted to practice law only in the State
of Connecticut and as to matters involving New York law, I have assumed that the
law of the State of New York is identical to the law of the State of
Connecticut.

     Based upon and subject to the foregoing, I am of the opinion that:

     (1) PXP is a corporation, duly organized, validly existing and in good
standing under the laws of the jurisdiction of its Incorporation, and has full
corporate power and authority to own and hold under lease its property and to
conduct its business substantially as currently conducted by it. PXP has full
corporate power and authority to enter into and perform its obligations under
each Loan Document to which it is a party.

     (2) PXP's execution, delivery and performance of the Loan Documents to
which it is a party are PXP's corporate powers, have been duly authorized by
all necessary corporate action, and do not:

         a. contravene PXP's Charter or Bylaws;

         b. contravene any relevant law;

         c. to the best of my knowledge, contravene any relevant order;

         d. to the best of my knowledge, conflict with or result in any breach
            or contravention of, or the creation of any Lien under, any
            document evidencing any Contractual Obligation to which PXP is a
            party; or

         e. result in, or require the creation or imposition of, any Lien on
            PXP's property under any relevant law or relevant order.

     (3) No authorization or approval or other action by, and no notice to or
filing with, any Governmental Authority is required for PXP's due execution,
delivery or performance of the Loan Documents to which it is a party.

     (4) The Loan Documents to which PXP is a party constitute the legal, valid
and binding obligation of PXP, enforceable against PXP in accordance with their
terms.



                                       2


<PAGE>   94
     With respect to matters of fact on which my opinion is based, I have
relied on appropriate certificates of public officials and officers of PXP and
I have no reason to believe such certificates are inaccurate. My opinion is
limited to the laws of the United States of America, the State of Connecticut,
the general corporate law of the States of Delaware and (as qualified herein)
New York.

     This opinion letter is rendered solely for the Agents' and the Banks'
benefit in connection with the above transaction. Without my prior written
consent, this opinion letter may not be: (i) relied upon by any other party or
for any other purpose; (ii) quoted in whole or in part or otherwise referred to
in any report or document; or (iii) furnished (the original or copies thereof)
to any party except in connection with the enforcement of the Loan Documents by
the Agents or the Banks; provided, however, that copies of this opinion letter
may be furnished to regulatory authorities; assignees and participants (actual
or potential) in the Loans and pursuant to the requirements of process.

                                        Very truly yours,

                                        /s/ Nancy J. Engberg

                                        Nancy J. Engberg
                                        Vice President and Counsel

                                      -3-
<PAGE>   95
                                   EXHIBIT D-2

                        FORM OF OPINION OF PLIC'S COUNSEL
<PAGE>   96
            [Phoenix Home Life Mutual Insurance Company Letterhead]

                                 June 11, 2001

To:  Bank of America, N.A., and Fleet National Bank as Syndication Agents, Bank
of Montreal, as Administrative Agent, Deutsche Bank AG and Key Bank National
Association, as Documentation Agents, and the other Bank parties from time to
time to the Credit Agreement hereinafter referred to

     RE:   Credit Agreement, dated as of June 11, 2001, among The Phoenix
           Companies, Inc., Phoenix Home Life Mutual Insurance Company (to be
           known as Phoenix Life Insurance Company), Phoenix Investment
           Partners, Ltd., and the Financial Institutions Party Thereto, Bank of
           America, N.A., and Fleet National Bank, as Syndication Agents, Bank
           of Montreal, as Administrative Agent, and Banc of America Securities
           LLC and Fleet Securities, Inc., as Joint Lead Arrangers and Joint
           Book Managers (the "Credit Agreement").

Ladies and Gentlemen:

     The undersigned has acted as Vice President and Counsel of Phoenix Home
Life Mutual Insurance Company ("PHL") in connection with the negotiation,
execution and delivery of the Credit Agreement and the other Loan Documents.
This opinion letter is delivered pursuant to Section 4.1(a)(v) of the Credit
Agreement. Unless otherwise defined herein or the context otherwise requires,
all capitalized terms used in this opinion letter shall have the respective
meanings assigned to them in the Credit Agreement.

     I have reviewed the corporate proceedings taken by PHL in connection with
the Credit Agreement and the other Loan Documents. In addition, I have examined
and relied upon copies of such Credit Agreement, the Charter and the Bylaws of
PHL as in effect on the date hereof, copies of supporting resolutions adopted by
the Board of Directors of PHL in connection with the Credit Agreement and the
transactions contemplated thereby and certificates executed by officers of PHL
addressing facts material to my opinions as I consider necessary or appropriate
for the basis of the opinions expressed.

[Special Olympics Logo]

<PAGE>   97
     In making the examination of such agreements and instruments in connection
with the opinions expressed herein, I have assumed the genuineness of all
signatures (other than those on behalf of PHL) and the authenticity of all
documents submitted to me as originals and the conformity with the originals of
all documents submitted to me as copies and have further assumed that each of
the Banks has the corporate power to enter into and perform its obligations
under the Credit Agreement and have assumed with respect to each of them due
authorization by all requisite corporate action, due execution and delivery and
the valid and binding effect of such documents and agreements and compliance by
the Banks with applicable law, I am admitted to practice law only in the State
of Connecticut and as to matters involving New York law other than matters
relating to the organization, existence and corporate powers of PHL, I have
assumed that the law of the State of New York is identical to the law of the
State of Connecticut.

     Based upon and subject to the foregoing, I am of the opinion that:

     (1)  PHL is a corporation, duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, and has full
corporate power and authority to own and hold under lease its property and to
conduct its business substantially as currently conducted by it. PHL has full
corporate power and authority to enter into and perform its obligations under
each Loan Document to which it is a party.

     (2)  PHL's execution, delivery and performance of the Loan Documents to
which it is a party are within PHL's corporate power, have been duly authorized
by all necessary corporate action, and do not:

          a.  contravene PHL's Charter or Bylaws;

          b.  contravene any relevant law;

          c.  to the best of my knowledge, contravene any relevant order;

          d.  to the best of my knowledge, conflict with or result in any breach
              or contravention of, or the creation of any Lien under, any
              document evidencing any Contractual Obligation to which PHL is a
              party; or

          e.  result in, or require the creation or imposition of, any Lien on
              PHL's property under any relevant law or relevant order.

     (3)  No authorization or approval or other action by, and no notice to or
filing with, any Governmental Authority is required for PHL's due extension,
delivery or performance of the Loan Documents to which it is a party.

     (4)  The Loan Documents to which PHL is a party constitute the legal, valid
and binding obligation of PHL, enforceable against PHL in accordance with their
terms, except as such terms may be limited by bankruptcy, insolvency or similar
laws, and legal

                                      -2-
<PAGE>   98
and equitable principles, affecting or limiting the enforcement of creditors'
rights generally.

     With respect to matters of fact on which my opinion is based, I have relied
on appropriate certificates of public officials and officers of PHL and I have
no reason to believe such certificates are inaccurate. My opinion is limited to
the laws of the United States of America, the State of Connecticut, the general
corporate law of the State of (as qualified herein) New York.

     This opinion letter is rendered solely for the Agents' and the Banks'
benefit in connection with the above transaction. Without my prior written
consent, this opinion letter may not be: (i) relied upon by any other party or
for any other purpose; (ii) quoted in whole or in part or otherwise referred to
in any report or document; or (iii) furnished (the original or copies thereof)
to any party except in connection with the enforcement of the Loan Documents by
the Agents of the Banks; provided, however, that copies of this opinion letter
may be furnished to regulatory authorities, assignees and participants (actual
or potential) in the Loans and pursuant to the requirements of process.


                                                  Very truly yours,


                                                  John T. Mulrain
                                                  Vice President and Counsel

                                      -3-
<PAGE>   99
                                   EXHIBIT D-3

                       FORM OF OPINION OF PARENT'S COUNSEL
<PAGE>   100
                         [PHOENIX HOME LIFE LETTERHEAD]


[PHOENIX LOGO]


                                 June 11, 2001


To: Bank of America N.A., and Fleet National Bank as Syndication Agents, Bank
of Montreal, as Administrative Agent, Deutsche Bank AG and Key Bank National
Association, as Documentation Agents, and the other Bank parties from time to
time to the Credit Agreement hereinafter referred to

     RE:  Credit Agreement, dated as of June 11, 2001, among The Phoenix
          Companies, Inc., Phoenix Home Life Mutual Insurance Company (to be
          known as Phoenix Life Insurance Company), Phoenix Investment Partners,
          Ltd., and the Financial Institutions Party Thereto, Bank of America,
          N.A., and Fleet National Bank, as Syndication Agents, Bank of
          Montreal, as Administrative Agent, and Banc of America Securities LLC
          and Fleet Securities, Inc., as Joint Lead Arrangers and Joint Book
          Managers (the "Credit Agreement").

Ladies and Gentlemen:

     The undersigned has acted as Senior Vice President and General Counsel of
The Phoenix Companies, Inc. ("PCI") and Phoenix Home Life Mutual Insurance
Company ("PHL"), which is the parent of Phoenix Investment Partners, Ltd.
("PXP"), in connection with the negotiation, execution and delivery of the
Credit Agreement and the other Loan Documents. This opinion letter is delivered
pursuant to Section 4.1(a)(v) of the Credit Agreement. Unless otherwise defined
herein or the context otherwise requires, all capitalized terms used in this
opinion letter shall have the respective meanings assigned to them in the
Credit Agreement.

     I have reviewed the corporate proceedings taken by PCI in connection with
the Credit Agreement and the other Loan Documents. In addition, I have examined
and relied upon copies of such Credit Agreement, the Certificate of
Incorporation and the Bylaws of PCI as in effect on the date hereof, copies of
supporting resolutions adopted by the Board of Directors of PCI in connection
with the Credit Agreement and the transactions contemplated thereby and
certificates executed by officers of PCI addressing facts material to my
opinions as I consider necessary or appropriate for the basis of the opinions
expressed.

     In making the examination of such agreements and instruments in connection
with the opinions expressed herein, I have assumed the genuineness of all
signatures



[SPECIAL OLYMPICS LOGO]

<PAGE>   101
(other than those on behalf of PCI) and the authenticity of all documents
submitted to me as originals and the conformity with the originals of all
documents submitted to me as copies and have further assumed that each of the
Banks has the corporate power to enter into and perform its obligations under
the Credit Agreement and have assumed with respect to each of them due
authorization by all requisite corporate action, due execution and delivery and
the valid and binding effect of such documents and agreements and compliance by
the Banks with applicable law.

     Based upon and subject to the foregoing, I am of the opinion that:

     (1)  PCI is a corporation, duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, and has full
corporate power and authority to own and hold under lease its property and to
conduct its business substantially as currently conducted by it. PCI has full
corporate power and authority to enter into and perform its obligations under
each Loan Document to which it is a party.

     (2)  PCI's execution, delivery and performance of the Loan Documents to
which it is a party are within PCI's corporate powers, have been duly
authorized by all necessary corporate action, and do not:

          a.   contravene PCI's Certificate of Incorporation or Bylaws;

          b.   contravene any relevant law;

          c.   to the best of my knowledge, contravene any relevant order;

          d.   to the best of my knowledge, conflict with or result in any
               breach or contravention of, or the creation of any Lien under,
               any document evidencing any Contractual Obligation to which PCI
               is a party; or

          e.   result in, or require the creation or imposition of, any Lien on
               PCI's property under any relevant law or relevant order.

     (3)  No authorization or approval or other action by, and no notice to or
filing with, any Governmental Authority is required for PCI's due execution,
delivery or performance of the Loan Documents to which it is a party.

     (4)  The Loan Documents to which PCI, PEIL and PXP are parties constitute
the legal, valid and binding obligations of PCI, PHL and PXP enforceable
against PCI, PHL and PXP in accordance with their terms, except as such terms
may be limited by bankruptcy, insolvency or similar laws, and legal and
equitable principles, affecting or limiting the enforcement of creditors'
rights generally. In rendering the foregoing opinions with respect to PHL and
PXP, I have relied upon paragraphs 1 and 2 of the opinions of Nancy J. Engberg
Esq. and John T. Mulrain Esq. to you of even date herewith.

                                      -2-
<PAGE>   102
     With respect to matters of fact on which my opinion is based, I have relied
on appropriate certificates of public officials and officers of PCI and I have
no reason to believe such certificates are inaccurate. My opinion is limited to
the laws of the United States of America, the States of New York and Connecticut
and the general corporate law of the State of Delaware.

     This opinion letter is rendered solely for the Agents' and the Banks'
benefit in connection with the above transaction. Without any prior written
consent, this opinion letter may not be: (i) relied upon by any other party or
for any other purpose; (ii) quoted in whole or in part or otherwise referred to
in any report or document; or (iii) furnished (the original or copies thereof)
to any party except in connection with the enforcement of the Loan Documents by
the Agents of the Banks; provided, however, that copies of this opinion letter
may be furnished to regulatory authorities, assignees and participants (actual
or potential) in the Loans and pursuant to the requirements of process.

                                       Very truly yours,


                                       Tracy L. Rich
                                       Senior Vice President and General Counsel

                                      -3-
<PAGE>   103
                                    EXHIBIT E


                  [FORM OF] ASSIGNMENT AND ACCEPTANCE AGREEMENT

      This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and
Acceptance") dated as of _________________, ____ is made between
________________________ (the "Assignor") and ___________________________ (the
"Assignee").


                                    RECITALS

      WHEREAS, the Assignor is party to that certain Credit Agreement dated as
of June 11, 2001 (as amended, amended and restated, modified, supplemented or
renewed, the "Credit Agreement") among The Phoenix Companies, Inc., Phoenix Home
Life Mutual Insurance Company, Phoenix Investment Partners, Ltd., the several
financial institutions from time to time party thereto (including the Assignor,
the "Banks"), Bank of Montreal, as Administrative Agent, Bank of America, N.A.
and Fleet National Bank as Syndication Agents and Deutsche Bank AG and Key Bank
National Association as Documentation Agents. Any terms defined in the Credit
Agreement and not defined in this Assignment and Acceptance are used herein as
defined in the Credit Agreement;

      WHEREAS, as provided under the Credit Agreement, the Assignor has
committed to making Loans (the "Loans") to the Borrowers in an aggregate amount
not to exceed $__________ (its "Commitment");

      WHEREAS, the Assignor wishes to assign to the Assignee [part of the] [all]
rights and obligations of the Assignor under the Credit Agreement in respect of
its Commitments, together with a corresponding portion of each of its
outstanding Loans, in an amount equal to $________________ (the "Assigned
Amount") on the terms and subject to the conditions set forth herein and the
Assignee wishes to accept assignment of such rights and to assume such
obligations from the Assignor on such terms and subject to such conditions;

      NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

SECTION 1. ASSIGNMENT AND ACCEPTANCE.

      (a) Subject to the terms and conditions of this Assignment and Acceptance,
(i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii)
the Assignee hereby purchases, assumes and undertakes from the Assignor, without
recourse and without representation or warranty (except as provided in this
Assignment and Acceptance) ______% (the "Assignee's Percentage Share") of (A)
the Commitment and the Loans of the Assignor and (B) all related rights,
benefits, obligations, liabilities and indemnities of the Assignor under and in
connection with the Credit Agreement and the Loan Documents.
<PAGE>   104
      [If appropriate, add paragraph specifying payment to Assignor by Assignee
of outstanding principal of, accrued interest on, and fees with respect to,
Loans assigned.]

     (b) With effect on and after the Effective Date (as defined in Section 5
hereof), the Assignee shall be a party to the Credit Agreement and succeed to
all of the rights and be obligated to perform all of the obligations of a Bank
under the Credit Agreement, including the requirements concerning
confidentiality and the payment of indemnification, with a Commitment in an
amount equal to the Assigned Amount. The Assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Bank. It is the intent
of the parties hereto that the Commitments of the Assignor shall, as of the
Effective Date, be reduced by an amount equal to the Assigned Amount and the
Assignor shall relinquish its rights and be released from its obligations under
the Credit Agreement to the extent such obligations have been assumed by the
Assignee; provided, however, the Assignor shall not relinquish its rights under
Sections 13.4 and 13.5 of the Credit Agreement to the extent such rights relate
to the time prior to the Effective Date.

     (c)   After giving effect to the assignment and assumption set forth
herein, on the Effective Date the Assignee's Commitment will be
$_____________.

     (d)   After giving effect to the assignment and assumption set forth
herein, on the Effective Date the Assignor's Commitment will be
$_____________.

SECTION 2. PAYMENTS.

     (a) As consideration for the sale, assignment and transfer contemplated in
Section 1 hereof, the Assignee shall pay to the Assignor on the Effective Date
in immediately available funds an amount equal to $________________,
representing the Assignee's Pro Rata Share of the principal amount of all Loans.

     (b) The [Assignor] [Assignee] further agrees to pay to the Administrative
Agent a processing fee in the amount specified in Section 13.8 of the Credit
Agreement.

SECTION 3. REALLOCATION OF PAYMENTS.

      Any interest, fees and other payments accrued to the Effective Date with
respect to the Commitment and Loans shall be for the account of the Assignor.
Any interest, fees and other payments accrued on and after the Effective Date
with respect to the Assigned Amount shall be for the account of the Assignee.
Each of the Assignor and the Assignee agrees that it will hold in trust for the
other party any interest, fees and other amounts which it may receive to which
the other party is entitled pursuant to the preceding sentence and pay to the
other party any such amounts which it may receive promptly upon receipt.


                                      -2-
<PAGE>   105
SECTION 4. INDEPENDENT CREDIT DECISION.

      The Assignee (a) acknowledges that it has received a copy of the Credit
Agreement and the Schedules and Exhibits thereto, together with copies of the
most recent financial statements referred to in Section 6.1 of the Credit
Agreement, and such other documents and information as it has deemed appropriate
to make its own credit and legal analysis and decision to enter into this
Assignment and Acceptance; and (b) agrees that it will, independently and
without reliance upon the Assignor, any 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 and legal decisions in taking or not taking
action under the Credit Agreement.

SECTION 5. EFFECTIVE DATE; NOTICES.

     (a) As between the Assignor and the Assignee, the effective date for this
Assignment and Acceptance shall be ______________, 20__ (the "Effective Date");
provided that the following conditions precedent have been satisfied on or
before the Effective Date:

            (i)   this Assignment and Acceptance shall be executed and
      delivered by the Assignor and the Assignee;

           (ii) the consent of the Borrowers and the Administrative Agent
      required for an effective assignment of the Assigned Amount by the
      Assignor to the Assignee under Section 13.8 of the Credit Agreement shall
      have been duly obtained and shall be in full force and effect as of the
      Effective Date;

          (iii)   the Assignee shall pay to the Assignor all amounts due to
      the Assignor under this Assignment and Acceptance;

           (iv) the processing fee referred to in Section 2(b) hereof and in
      Section 13.8 of the Credit Agreement shall have been paid to the
      Administrative Agent; and

            (v) the Assignor shall have assigned and the Assignee shall have
      assumed a percentage equal to the Assignee's Percentage Share of the
      rights and obligations of the Assignor under the Credit Agreement (if such
      agreements exists).

     (b) Promptly following the execution of this Assignment and Acceptance, the
Assignor shall deliver to the Borrowers and the Administrative Agent for
acknowledgment by the Administrative Agent, a Notice of Assignment substantially
in the form attached hereto as Schedule 1.

[SECTION 6. ADMINISTRATIVE AGENT [INCLUDE ONLY IF ASSIGNOR IS ADMINISTRATIVE
            AGENT]

     (a) The Assignee hereby appoints and authorizes the Assignor to take such
action as administrative agent on its behalf and to exercise such powers under
the Credit Agreement as are


                                      -3-
<PAGE>   106
delegated to the Administrative Agent by the Banks pursuant to the terms of the
Credit Agreement.

     (b) The Assignee shall assume no duties or obligations held by the Assignor
in its capacity as Administrative Agent under the Credit Agreement.]

SECTION 7. WITHHOLDING TAX.

      The Assignee (a) represents and warrants to the Banks, the Administrative
Agent, the Parent, PLIC and PXP that under applicable law and treaties no tax
will be required to be withheld by the Bank with respect to any payments to be
made to the Assignee hereunder, (b) agrees to furnish (if it is organized under
the laws of any jurisdiction other than the United States or any State thereof)
to the Administrative Agent and the Parent, PLIC and PXP prior to the time that
the Administrative Agent or the Parent, PLIC or PXP are required to make any
payment of principal, interest or fees hereunder, duplicate executed originals
of either U.S. Internal Revenue Service Form W-8 ECI or U.S. Internal Revenue
Service Form W-8 BEN (wherein the Assignee claims entitlement to the benefits of
a tax treaty that provides for a complete exemption from U.S. federal income
withholding tax on all payments hereunder) and agrees to provide new Forms W-8
ECI or W-8 BEN upon the expiration of any previously delivered form or
comparable statements in accordance with applicable U.S. law and regulations and
amendments thereto, duly execute and completed by the Assignee, and (c) agrees
to comply with all applicable U.S. laws and regulations with regard to such
withholding tax exemption.

SECTION 8. REPRESENTATIONS AND WARRANTIES.

     (a) The Assignor represents and warrants that (i) it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any Lien or other adverse claim; (ii) it is duly
organized and existing and it has the full power and authority to take, and has
taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or
delivered by it in connection with this Assignment and Acceptance and to fulfill
its obligations hereunder; (iii) no notices to, or consents, authorizations or
approvals of, any Person are required (other than any already given or obtained)
for its due execution, delivery and performance of this Assignment and
Acceptance, and apart from any agreements or undertakings or filings required by
the Credit Agreement, no further action by, or notice to, or filing with, any
Person is required of it for such execution, delivery or performance; and (iv)
this Assignment and Acceptance has been duly executed and delivered by it and
constitutes the legal, valid and binding obligation of the Assignor, enforceable
against the Assignor in accordance with the terms hereof, subject, as to
enforcement, to bankruptcy, insolvency, moratorium, reorganization and other
laws of general application relating to or affecting creditors' rights and to
general equitable principles.

     (b) The Assignor makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document furnished pursuant thereto. The
Assignor makes no representation or warranty in connection with, and assumes no


                                      -4-
<PAGE>   107
responsibility with respect to, the solvency, financial condition or statements
of the Borrowers, or the performance or observance by the Borrowers, of any of
its respective obligations under the Credit Agreement or any other instrument or
document furnished in connection therewith.

     (c) The Assignee represents and warrants that (i) it is duly organized and
existing and it has full power and authority to take, and has taken, all action
necessary to execute and deliver this Assignment and Acceptance and any other
documents required or permitted to be executed or delivered by it in connection
with this Assignment and Acceptance, and to fulfill its obligations hereunder;
(ii) no notices to, or consents, authorizations or approvals of, any Person are
required (other than any already given or obtained) for its due execution,
delivery and performance of this Assignment and Acceptance; and apart from any
agreements or undertakings or filings required by the Credit Agreement, no
further action by, or notice to, or filing with, any Person is required of it
for such execution, delivery or performance; (iii) this Assignment and
Acceptance has been duly executed and delivered by it and constitutes the legal,
valid and binding obligation of the Assignee, enforceable against the Assignee
in accordance with the terms hereof, subject, as to enforcement, to bankruptcy,
insolvency, moratorium, reorganization and other laws of general application
relating to or affecting creditors' rights and to general equitable principles;
and (iv) it is an Eligible Assignee.

SECTION 9. FURTHER ASSURANCES.

      The Assignor and the Assignee each hereby agree to execute and deliver
such other instruments, and take such other action, as either party may
reasonably request in connection with the transactions contemplated by this
Assignment and Acceptance, including the delivery of any notices or other
documents or instruments to the Borrowers or the Administrative Agent, which may
be required in connection with the assignment and assumption contemplated
hereby.

SECTION 10. MISCELLANEOUS.

      (a) Any amendment or waiver of any provision of this Assignment and
Acceptance shall be in writing and signed by the parties hereto. No failure or
delay by either party hereto in exercising any right, power or privilege
hereunder shall operate as a waiver thereof and any waiver of any breach of the
provisions of this Assignment and Acceptance shall be without prejudice to any
rights with respect to any other or further breach thereof.

      (b) All payments made hereunder shall be made without any set-off or
counterclaim.

      (c) The Assignor and the Assignee shall each pay its own costs and
expenses incurred in connection with the negotiation, preparation, execution and
performance of this Assignment and Acceptance.

      (d) This Assignment and Acceptance may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.


                                      -5-
<PAGE>   108
      (e) THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. The Assignor and the Assignee
each irrevocably submits to the non-exclusive jurisdiction of any State or
Federal court sitting in New York over any suit, action or proceeding arising
out of or relating to this Assignment and Acceptance and irrevocably agrees that
all claims in respect of such action or proceeding may be heard and determined
in such New York State or Federal court. Each party to this Assignment and
Acceptance hereby irrevocably waives, to the fullest extent it may effectively
do so, the defense of an inconvenient forum to the maintenance of such action or
proceeding.

      (f) THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH
THIS ASSIGNMENT AND ACCEPTANCE, THE CREDIT AGREEMENT, ANY RELATED DOCUMENTS AND
AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER
ORAL OR WRITTEN).

      [Other provisions to be added as may be negotiated between the Assignor
and the Assignee, provided that such provisions are not inconsistent with the
Credit Agreement.]

      IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Assignment and Acceptance to be executed and delivered by their duly authorized
officers as of the date first above written.

                                       [ASSIGNOR]



                                       By:____________________________________
                                          Title:______________________________

                                       Address:

                                       [ASSIGNOR]



                                       By:____________________________________
                                          Title:______________________________

                                       Address:



                                      -6-
<PAGE>   109
                                   SCHEDULE 1


                       NOTICE OF ASSIGNMENT AND ACCEPTANCE

                                                         ______________, 200__

To:   The Administrative Agent
      and the Borrowers under
      the Credit Agreement
      Referenced to below

Ladies and Gentlemen:

      We refer to the Credit Agreement dated as of June 11, 2001 (as amended,
amended and restated, modified, supplemented or renewed from time to time the
"Credit Agreement") among The Phoenix Companies, Inc., Phoenix Home Life Mutual
Insurance Company, Phoenix Investment Partners, Ltd., the Banks referred to
therein, Bank of Montreal, as Administrative Agent, Bank of America, N.A. and
Fleet National Bank as Syndication Agents and Deutsche Bank AG and Key Bank
National Association, as Documentation Agents. Terms defined in the Credit
Agreement are used herein as therein defined.

      1. We hereby give you notice of, and request your consent to, the
assignment by _______________________________ (the "Assignor") to
__________________________ (the "Assignee") of _______% of the right, title and
interest of the Assignor in and to the Credit Agreement (including, without
limitation, the right, title and interest of the Assignor in and to the
Commitments of the Assignor and all outstanding Loans made by the Assignor
pursuant to the Assignment and Acceptance Agreement attached hereto (the
"Assignment and Acceptance").

      2. The Assignee agrees that, upon receiving the consent of the
Administrative Agent and, if applicable, the Borrowers to such assignment, the
Assignee will be bound by the terms of the Credit Agreement as fully and to the
same extent as if the Assignee were the Bank originally holding such interest in
the Credit Agreement.

      3. The following administrative details apply to the Assignee:

            (A)   Notice Address:

                  Assignee Name:____________________________
                  Address:__________________________________
                  __________________________________________
                  __________________________________________
                  Attention:________________________________
                  Telephone: (___) _________________________
                  Telecopier: (___) ________________________
<PAGE>   110
            (B)   Payment Instructions:

                  Account No.:______________________________
                          At:_______________________________
                  __________________________________________
                  __________________________________________
                  Reference:________________________________
                  Attention:________________________________

      4. You are entitled to rely upon the representations, warranties and
covenants of each of the Assignor and Assignee contained in the Assignment and
Acceptance.

      IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Notice
of Assignment and Acceptance to be executed by their respective duly authorized
officials, officers or agents as of the date first above mentioned.

                                       Very truly yours,

                                       [NAME OF ASSIGNOR]



                                       By:____________________________________
                                          Title:______________________________

                                       [NAME OF ASSIGNOR]



                                       By:____________________________________
                                          Title:______________________________


                                      -2-
<PAGE>   111
ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:

THE PHOENIX COMPANIES, INC.



By:_________________________________
   Its:_____________________________

PHOENIX LIFE INSURANCE COMPANY (F/K/A PHOENIX HOME LIFE MUTUAL INSURANCE
COMPANY)*



By:_________________________________
   Its:_____________________________


PHOENIX INVESTMENT PARTNERS, LTD.



By:_________________________________
   Its:_____________________________

BANK OF MONTREAL, as Administrative Agent



By:_________________________________
   Title:___________________________




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

*     Delete Parenthetical and Change Name to Phoenix Home Life Mutual Insurance
      Company if prior to Demutualization.


                                      -3-
<PAGE>   112
                                    EXHIBIT F

                            [FORM OF] PROMISSORY NOTE

                                                             _____________, 2001

      For Value Received, the undersigned, [INSERT NAME OF APPLICABLE BORROWER]
(the "Borrower"), hereby promises to pay to the order of ________________ (the
"Bank"), the aggregate unpaid principal amount of all Loans made by the Bank to
the Borrower pursuant to the Credit Agreement, dated as of June 11, 2001 (such
Credit Agreement, as it may be amended, restated, supplemented or otherwise
modified from time to time, being hereinafter called the "Credit Agreement"),
among The Phoenix Companies, Inc., Phoenix Home Life Mutual Insurance Company
and Phoenix Investment Partners, Ltd., the Bank, the other banks parties
thereto, Bank of Montreal, as Administrative Agent, Bank of America, N.A. and
Fleet National Bank as Syndication Agents and Deutsche Bank AG and Key Bank
National Association, as Documentation Agents, on the dates and in the amounts
provided in the Credit Agreement. The Borrower further promises to pay interest
on the unpaid principal amount of the Loans evidenced hereby from time to time
at the rates, on the dates, and otherwise as provided in the Credit Agreement.

      The Bank is authorized to endorse or record the amount and the date on
which each Loan is made, the maturity date therefor and each payment of
principal with respect thereto on a schedule annexed hereto and made a part
hereof, or on continuations thereof which shall be attached hereto and made a
part hereof or on its books and records; provided, that any failure to so
endorse or record such information shall not in any manner affect any obligation
of the Borrower under the Credit Agreement and this Promissory Note (the
"Note").

      This Note is one of the Notes referred to in, and is entitled to the
benefits of, the Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal hereof
prior to the maturity hereof upon the terms and conditions therein specified.
<PAGE>   113
      Terms defined in the Credit Agreement are used herein with their defined
meanings therein unless otherwise defined herein. This Note shall be governed
by, and construed and interpreted in accordance with, the laws of the State of
New York applicable to contracts made and to be performed entirely within such
State.

                                       [NAME OF APPLICABLE BORROWER].



                                       By:____________________________________
                                          Title:______________________________


                                      -2-
<PAGE>   114
                                    EXHIBIT G
                             DESTACKING CERTIFICATE



The Administrative Agent and
  Bank Parties to the Credit
  Agreement referred to below

Gentlemen:

      We refer to the Credit Agreement dated as of June 11, 2001 by and among
The Phoenix Companies, Inc. Phoenix Life Insurance Company (then known as
Phoenix Home Life Mutual Insurance Company), Phoenix Investment Partners Ltd.,
the financial institutions party thereto, Bank of America, N.A. and Fleet
National Bank as Syndication Agents, Bank of Montreal as Administrative Agent
and Deutsche Bank, AG and Key Bank National Association, as Documentation Agents
(the "Credit Agreement"), capitalized terms used without definition below to
have the meanings ascribed to them in the Credit Agreement.

      We hereby certify that as of _________ PXP ceased to be a Subsidiary of
PLIC but was a Wholly-Owned Subsidiary of the Parent and that no Default or
Event of Default had occurred and was continuing on that date which was not
waived as permitted by the Credit Agreement. Accordingly, the Destacking Date is
_________________ with the result that the guaranty by PLIC of the Obligations
owing you from PXP provided for in Section 10.2 of the Credit Agreement is of no
further force or effect.

      Dated as of this ____ day of ______________, 200__.

                                       THE PHOENIX COMPANIES, INC.


                                       By_____________________________________
                                          Its_________________________________
<PAGE>   115
                                    EXHIBIT H

            DEMUTUALIZATION CONDITIONS EFFECTIVE DATE CERTIFICATE

Administrative Agent and Bank
   Parties to the Credit Agreement
   referred to below

Gentlemen:

      We refer to the Credit Agreement dated as of June 11, 2001 by and among
the Phoenix Companies, Inc., Phoenix Home Life Mutual Insurance Company (now
known as Phoenix Life Insurance Company), Phoenix Investment Partners, Ltd, the
financial institutions party thereto, Bank of America, N.A. and Fleet National
Bank as Syndication Agents, Bank of Montreal as Administrative Agent and
Deutsche Bank, AG and Key Bank National Association, as Documentation Agents
(the "Credit Agreement"), capitalized terms used without definition below to
have the meanings ascribed to them in the Credit Agreement. We hereby certify
that:

      (a) all material governmental, creditor, policyholder and other third
party approvals and consents necessary in connection with the consummation of
Demutualization have been obtained and remain in effect and any applicable
waiting period has expired;

      (b) the Demutualization has occurred;

      (c) there is no pending or threatened litigation or governmental
proceeding with respect to the Demutualization involving a reasonable
possibility of an adverse decision which would reasonably be expected to have a
Material Adverse Effect [EXCEPT FOR SUCH THEREOF AS HAS BEEN APPROVED IN WRITING
BY THE MAJORITY BANKS];

      (d) all representations and warranties contained in Article V of the
Credit Agreement are true and correct as of the date hereof , and after giving
effect to the Demutualization;

      (e) no Default or Event of Default has occurred and is continuing; and

      (f) there has occurred since March 31, 2001 no event or circumstance that
has resulted or could reasonably be expected to result in a Material Adverse
Effect.

      Dated as of this _____ day of ___________, 200__.


                                       THE PHOENIX COMPANIES, INC.


                                       By_____________________________________
                                          Its_________________________________
<PAGE>   116
                                   EXHIBIT I

                              PRIMARY SUBSIDIARIES


Name                               State of Domicile
---------                          -----------------
PM Holdings                        Connecticut

Amer Phx Life & Reassurance Co.    Connecticut

PHL Variable Life Ins. Co.         Connecticut

Phoenix Investment Partners        Delaware

Phoenix Equity Planning Corp       Connecticut
<PAGE>   117
                                   EXHIBIT J

                              CERTAIN UNDERTAKINGS

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
                         CAPITAL AND SURPLUS GUARANTEES

<TABLE>
<CAPTION>
                                                    DATE OF
COMPANY                       RATINGS CARRIED BY   BOARD VOTE  GUARANTEED TO                         GUARANTEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                  <C>         <C>                    <C>
American Phoenix Life and     Standard & Poor's      Apr-96    Standard & Poor's      S&P capital adequacy ratio of at least 150%
Reassurance Company

                              A.M. Best              Apr-96    Other Rating Agencies  NAIC adjusted capital of at least 300%
                                                                                      authorized control risk based capital

                                                     Jun-93    Alaska                 Minimum capital and surplus required by State

                                                     Feb-92    Arizona                Minimum capital and surplus required by State

                                                     Oct-95    Iowa                   Minimum capital and surplus required by State

                                                     Dec-91    Maine                  Minimum capital and surplus required by State

                                                     Dec-96    New Jersey             Minimum capital and surplus required by State

                                                     Dec-91    New York               Minimum capital and surplus required by State

                                                     Feb-95    North Carolina         Minimum capital and surplus required by State

                                                     Dec-91    Tennessee              Minimum capital and surplus required by State

Phoenix Life and Annuity      Standard & Poor's      Apr-96    Standard & Poor's      S&P capital adequacy ratio of at least 150%
Company

                              A.M. Best              Apr-96    Other Rating Agencies  NAIC adjusted capital of at least 300%
                                                                                      authorized control risk based capital

                                                     Aug-99    New Jersey

                                                     Feb-00    North Carolina

                                                     Feb-97    Virginia

Phoenix Life and Reassurance  Standard & Poor's      Apr-96    Standard & Poor's      S&P capital adequacy ratio of at least 150%
Company of New York
</TABLE>
<PAGE>   118
<TABLE>
<CAPTION>
                                                     DATE OF
          COMPANY             RATINGS CARRIED BY   BOARD VOTE       GUARANTEED TO                        GUARANTEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                  <C>          <C>                     <C>
                                                     Apr-96     Other Rating Agencies   NAIC adjusted capital of at least 300%
                                                                                        authorized control risk based capital

PHL Variable Insurance        Standard & Poor's      Aug-94     Standard & Poor's       S&P adjusted surplus to be at least 50%
Company                                                                                 greater than risk adjusted capital

                              A.M. Best              Aug-94     A.M. Best               NAIC adjusted capital of at least 200%
                                                                                        authorized control risk based capital

                                                     Aug-94     New Jersey              Minimum capital and surplus required by
                                                                                        State

                                                     Feb-97     North Carolina          Minimum capital and surplus required by
                                                                                        State

AGL Life Assurance Company    Standard & Poor's      Dec-99     Standard & Poor's       S&P capital adequacy ratio of at least 125%

                              A.M. Best              Feb-00     A.M. Best               Minimum capital & surplus required to carry
                                                                                        an AMB "A" rating

                              Fitch                  Dec-99     Fitch                   NAIC adjusted capital of at least 200%
                                                                                        authorized control risk based capital

Phoenix National Insurance    --                     Aug-98     New Jersey              Minimum capital and surplus required by
Company                                                                                 State

Note: Guarantees to "Other
Rating Agencies" on behalf
of APLAR, PLAC and PLRNY
have only been provided to
A.M. Best, however the
guarantee is not limited to
that agency.
</TABLE>


                                      -2-
<PAGE>   119
                                  SCHEDULE 2.1

                                 THE COMMITMENTS


<TABLE>
<CAPTION>
              BANK                  COMMITMENT AMOUNT        PRO RATA SHARE
<S>                                 <C>                     <C>
Fleet National Bank                    $42,000,000                11.2%

Bank of America, N.A.                  $42,000,000                11.2%

Deutsche Bank AG, New York Branch      $42,000,000                11.2%

Bank of Montreal                       $42,000,000                11.2%

KeyBank National Association           $42,000,000                11.2%

Wachovia Bank, N.A.                    $35,000,000            9.3333333333%

The Bank of New York                   $35,000,000            9.3333333333%

SunTrust Bank                          $35,000,000            9.3333333333%

State Street Bank and Trust            $30,000,000                8.0%
Company

JP Morgan Chase & Co.                  $20,000,000            5.3333333333%

Webster Bank                           $10,000,000            2.6666666667%
                                       -----------            -------------

                                       $375,000,000               100%
</TABLE>
<PAGE>   120
                                  SCHEDULE 7.1

                            SCHEDULED EXISTING LIENS


                                      None
<PAGE>   121
                                  SCHEDULE 7.7

                        SCHEDULED CONTINGENT OBLIGATIONS

      Reimbursement liability to Bank of Montreal in respect of letters of
credit issued at the request of PXP to (a) Citibank in the amount of $1,044,755,
(b) CIBC, Inc. in the amount of $3,200,000 and (c) Travelers Indemnity Company
in the amount of $1,340,000.