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                                                                   Exhibit 10.65

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                                U.S. $100,000,000

                                CREDIT AGREEMENT

                            Dated as of June 15, 2001


                                     Between

                           THE PHOENIX COMPANIES, INC.

                  THE FINANCIAL INSTITUTIONS PARTY HERETO, AND

                  FLEET NATIONAL BANK, as ADMINISTRATIVE AGENT


                                   ARRANGED BY


                             FLEET SECURITIES, INC.








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                                TABLE OF CONTENTS

SECTION                             HEADING                                 PAGE

ARTICLE I           DEFINITIONS................................................1

    Section 1.1.    Certain Defined Terms......................................1
    Section 1.2.    Other Interpretive Provisions.............................13
    Section 1.3.    Accounting Principles.....................................14

ARTICLE II          THE CREDITS...............................................14

    Section 2.1.    Amounts and Terms of Commitments..........................14
    Section 2.2.    Loan Accounts.............................................14
    Section 2.3.    Procedure for Borrowing...................................15
    Section 2.4.    Conversion and Continuation Elections.....................15
    Section 2.5.    Voluntary Termination or Reduction of Commitments.........16
    Section 2.6.    Prepayments...............................................17
    Section 2.7.    Repayment.................................................17
    Section 2.8.    Interest..................................................17
    Section 2.9.    Fees......................................................18
    Section 2.10.   Computation of Interest...................................18
    Section 2.11.   Payments..................................................18
    Section 2.12.   Payments by the Banks to the Administrative Agent.........19
    Section 2.13.   Sharing of Payments, Etc..................................20

ARTICLE III         TAXES, YIELD PROTECTION AND ILLEGALITY....................20

    Section 3.1.    Taxes.....................................................20
    Section 3.2.    Illegality................................................22
    Section 3.3.    Increased Costs and Reduction of Return...................22
    Section 3.4.    Funding Losses............................................23
    Section 3.5.    Inability to Determine Rates..............................23
    Section 3.6.    Certificates of Banks.....................................24
    Section 3.7.    Survival..................................................24

ARTICLE IV          CONDITIONS PRECEDENT......................................24

    Section 4.1.    Conditions of Initial Loans...............................24
    Section 4.2.    Conditions to All Borrowings..............................26

ARTICLE V           REPRESENTATIONS AND WARRANTIES............................26

    Section 5.1.    Corporate Existence and Power.............................26
    Section 5.2.    Corporate Authorization; No Contravention.................27
    Section 5.3.    Governmental Authorization................................27
    Section 5.4.    Binding Effect............................................27
    Section 5.5.    Litigation................................................27
    Section 5.6.    Contractual Obligation....................................27


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    Section 5.7.    ERISA Compliance..........................................28
    Section 5.8.    Use of Proceeds; Margin Regulations.......................28
    Section 5.9.    Title to Properties.......................................28
    Section 5.10.   Taxes.....................................................28
    Section 5.11.   Financial Condition.......................................29
    Section 5.12.   Environmental Matters.....................................30
    Section 5.13.   Regulated Entities........................................30
    Section 5.14.   No Burdensome Restrictions................................30
    Section 5.15.   Copyrights, Patents, Trademarks and Licenses, Etc.........30
    Section 5.16.   Subsidiaries..............................................30
    Section 5.17.   Insurance.................................................30
    Section 5.18.   Full Disclosure...........................................30
    Section 5.19.   Compliance................................................31

ARTICLE VI          AFFIRMATIVE COVENANTS.....................................31

    Section 6.1.    Financial Statements......................................31
    Section 6.2.    Certificates; Other Information...........................32
    Section 6.3.    Notices...................................................33
    Section 6.4.    Preservation of Corporate Existence, Etc..................34
    Section 6.5.    Maintenance of Private....................................34
    Section 6.6.    Insurance.................................................34
    Section 6.7.    Payment of Obligations....................................34
    Section 6.8.    Compliance with Laws......................................35
    Section 6.9.    Compliance with ERISA.....................................35
    Section 6.10.   Inspection of Property and Books and Records..............35
    Section 6.11.   Environmental Laws........................................35
    Section 6.12.   Use of Proceeds...........................................35

ARTICLE VII         NEGATIVE COVENANTS........................................36

    Section 7.1.    Limitation on Liens.......................................36
    Section 7.2.    Mergers, Consolidations and Sales of Assets...............37
    Section 7.3.    Loans and Investments.....................................37
    Section 7.4.    Limitation on Indebtedness................................38
    Section 7.5.    Transactions with Affiliates..............................38
    Section 7.6.    Use of Proceeds...........................................39
    Section 7.7.    Contingent Obligations....................................39
    Section 7.8.    Joint Ventures............................................39
    Section 7.9.    Restricted Payments.......................................39
    Section 7.10.   ERISA.....................................................39
    Section 7.11.   Change in Business........................................40
    Section 7.12.   Accounting Changes........................................40
    Section 7.13.   Pari Passu................................................40
    Section 7.14.   Phoenix...................................................40
    Section 7.15.   Utilization of Dividend to be Received....................40


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ARTICLE VIII        PARENT'S FINANCIAL COVENANTS..............................40

    Section 8.1.    Parent Total Debt to Capitalization Ratio.................40
    Section 8.2.    Shareholders' Equity......................................40

ARTICLE IX          FINANCIAL COVENANTS WITH RESPECT TO PLIC..................41

    Section 9.1.    Risk Based Capital........................................41

ARTICLE X           EVENTS OF DEFAULT.........................................41

    Section 10.1.   Event of Default..........................................41
    Section 10.2.   Remedies..................................................43
    Section 10.3.   Rights Not Exclusive......................................43

ARTICLE XI          THE ADMINISTRATIVE AGENT..................................44

    Section 11.1.   Appointment...............................................44
    Section 11.2.   Delegation of Duties......................................44
    Section 11.3.   Exculpatory Provisions....................................44
    Section 11.4.   Reliance by Administrative Agent..........................45
    Section 11.5.   Notice of Default.........................................45
    Section 11.6.   Non-Reliance on Administrative Agent and Other Banks......45
    Section 11.7.   Indemnification...........................................46
    Section 11.8.   Administrative Agent in Its Individual Capacity...........47
    Section 11.9.   Successor Administrative Agent............................47

ARTICLE XIII        MISCELLANEOUS.............................................47

    Section 12.1.   Amendments and Waivers....................................47
    Section 12.2.   Notices...................................................48
    Section 12.3.   No Waiver; Cumulative Remedies............................49
    Section 12.4.   Costs and Expenses........................................49
    Section 12.5.   Indemnity.................................................49
    Section 12.6.   Payments Set Aside........................................50
    Section 12.7.   Successors and Assigns....................................50
    Section 12.8.   Assignments, Participations, etc..........................50
    Section 12.9.   Confidentiality...........................................53
    Section 12.10.  Set-off...................................................53
    Section 12.11.  Automatic Debits of Fees..................................54
    Section 12.12.  Notification of Addresses, Lending Offices, Etc...........54
    Section 12.13.  One Bank..................................................54
    Section 12.14.  Counterparts..............................................54
    Section 12.15.  Severability..............................................54
    Section 12.16.  No Third Parties Benefits.................................54
    Section 12.17.  Governing Law and Jurisdiction............................54
    Section 12.18.  Waiver of Jury Trial......................................55
    Section 12.19.  Entire Agreement..........................................55


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SCHEDULES

Schedule 2.1     Commitments
Schedule 7.1     Permitted Liens
Schedule 7.7     Contingent Obligations

EXHIBITS

Exhibit A        Form of Notice of Borrowing
Exhibit B        Form of Notice of Conversion/Continuation
Exhibit C        Form of Compliance Certificate
Exhibit D        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        Primary Subsidiaries
Exhibit H        Certain Undertakings


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                                CREDIT AGREEMENT


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

      The undersigned The Phoenix Companies, Inc.,  a Delaware Corporation
(the "Parent"), applies 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 (c) a merger or consolidation or
any other combination with another Person (other than a Person that is a
Subsidiary) provided that the Parent or a Subsidiary thereof is the surviving
entity.

      "Administrative Agent" means Fleet, in its capacity as administrative
agent for the Banks hereunder, and any successor administrative agent arising
under Section 11.9.

      "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 Fleet and any successor Administrative Agent
arising under Section 11.9, together with their respective Affiliates (including
the Arranger), and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.

      "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,
<PAGE>   7
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 the rate of .40% per annum.

      "Arranger" means Fleet Securities, Inc.

      "Assignee" has the meaning specified in subsection 12.8(a).

      "Assignment and Acceptance" has the meaning specified in Section 12.8(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 Parent.

      "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 Fleet 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 Fleet'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.

      "Borrowing" means a borrowing hereunder consisting of Loans of the same
type made 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 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.


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      "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.

      "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; or

            (b)   PLIC or PXP ceases to be a Wholly Owned Subsidiary of the
      Parent at any time on or after the Demutualization;

      "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 $100,000,000.

      "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 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


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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,
the Parent (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, the Parent consummates an initial public offering of its equity
securities, 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 transactions.

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

      "Destacking" means a transaction or series of transactions pursuant to
which PXP ceases to be a Subsidiary of PLIC but remains a Wholly Owned
Subsidiary of the Parent.

      "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


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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 Parent 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.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Parent 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 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 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 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


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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 10.1.

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

      "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.

      "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 Fleet as
determined by Fleet and reported to the Administrative Agent.

      "Fleet" means Fleet National Bank, a national banking association.

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


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      "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."

      "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; (h) 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 (i) all Guaranty Obligations in respect of
indebtedness or obligations of others of the kinds referred to in clauses (a)
through (h) above.

      "Indemnified Liabilities" has the meaning specified in Section 12.5.

      "Indemnified Person" has the meaning specified in Section 12.5.

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


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      "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 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 five days or one, two, three or six months
thereafter as selected by the Parent 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; and

          (iii)   no Interest Period shall extend beyond the Maturity Date.

      "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
or any of its Subsidiaries with another Person in order to conduct a common
venture or enterprise with such Person.


                                      -8-
<PAGE>   14
      "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 12.2, or such other office or
offices as such Bank may from time to time notify the Borrowers and the
Administrative Agent.

      "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 the Parent 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.


                                      -9-
<PAGE>   15
      "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; (b) a material impairment of the ability of the
Parent 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 the Parent of any Loan Document.

      "Maturity Date" means the earlier of March 10, 2002 or the date to which
maturity of the Loans is accelerated pursuant to Section 10.2 hereof.

      "Multiemployer Plan" means a "Multi employer plan," within the meaning of
Section 4001(a)(3) of ERISA, to which the Parent 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 the Parent 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 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 12.8(d).

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


                                      -10-
<PAGE>   16
      "Pension Plan" means a pension plan (as defined in Section 3(2) of ERISA)
subject to Title IV of ERISA which the Parent or any Subsidiary thereof
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.

      "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 the Parent, PLIC or PXP sponsors or maintains or to which the
Parent, PLIC or PXP makes, is making, or is obligated to make contributions and
includes any Pension Plan.

      "PLIC" means 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.

      "Primary Insurance Subsidiaries" means PLIC and those other Primary
Subsidiaries principally engaged in the business of insurance.

      "Primary Subsidiaries" means PXP, PLIC and any other Subsidiary of the
Parent 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" means Phoenix Investment Partners, Ltd., a Delaware corporation.

      "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.

      "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.


                                      -11-
<PAGE>   17
      "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.

      "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.

      "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).


                                      -12-
<PAGE>   18
      "Termination Date" means the earlier to occur of:

            (a)   July 30, 2001;

            (b)   the date which is five Business Days after the Demutualization
      is consummated; and

            (c)   the date on which the Commitments are terminated in accordance
      with the provisions of Section 10.2 hereof.

      "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.

      (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


                                      -13-
<PAGE>   19
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 Agent, the Parent
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 Parent (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
therefore made by such Bank, 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 12.8, the Bank's "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.

    Section 2.2. Loan Accounts. (a) The Loans made by each Bank to the Parent
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 the Parent 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 Parent hereunder to pay
any amount owing with respect to the Loans.


                                      -14-
<PAGE>   20
      (b)   Upon the request of any Bank made through the Administrative Agent,
the Loans made by such Bank to the Parent 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 Parent and the amount of each payment of principal made by the
Parent with respect thereto. Each such Bank is irrevocably authorized by the
Parent 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 Parent hereunder or under
any such Note to such Bank.

    Section 2.3. Procedure for Borrowing. (a) Each Borrowing shall be made upon
the Parent'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) on the requested Borrowing Date, in the case of Base Rate
Loans, specifying:

            (A)   the amount of the Borrowing, which shall be in an aggregate
      minimum amount of $1,000,000 or any multiple of $500,000 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 5
different Interest Periods in effect.

    Section 2.4. Conversion and Continuation Elections. (a) The Parent 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 $1,000,000, or that is in an integral
      multiple of $500,000 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 $1,000,000, or that is in an
      integral multiple of $500,000 in excess thereof);


                                      -15-
<PAGE>   21
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 $1,000,000, such Eurodollar Rate Loans shall
automatically convert into Base Rate Loans.

      (b)   The Parent 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 Parent 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, the Parent 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 Parent, 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.

      (e)   Unless the Majority Banks otherwise agree, with respect to all Loans
during the existence of a Default or Event of Default, the Parent 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 5 different Interest Periods in effect.

    Section 2.5. Voluntary Termination or Reduction of Commitments. The Parent
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


                                      -16-
<PAGE>   22
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.

    Section 2.6. Prepayments.

            (a)   Optional Prepayments. Subject to Section 3.4, the Parent may,
      at any time or from time to time, upon not less than three Business Days'
      (or by 11:00 a.m. (New York City time) on the date of prepayment, 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
      $1,000,000 or any multiple of $500,000 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 the Parent, it
      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.

            (b)   Mandatory Prepayment. On or before the fifth Business Day
      following the Demutualization the Parent shall pay to the Administrative
      Agent, as and for a mandatory prepayment of the Loans, (i) the amount
      necessary so that after giving effect thereto 80% of aggregate amount
      borrowed under the Agreement has been repaid and (ii) any amount due as a
      result of such prepayment under Section 3.4 hereof.

            (c)   Borrowings Nonrevolving. No amount repaid under this Agreement
      may be reborrowed, but the forgoing shall not preclude conversions and
      continuations of Loans under and subject to the provisions of Section 2.4
      hereof.

    Section 2.7. Repayment. The Parent shall repay to the Banks on the Maturity
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 Parent'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.

      (c)   Notwithstanding subsection (a) of this Section with respect to any
Loan, while any Event of Default exists or after acceleration, the Parent shall
pay interest (after as well as before


                                      -17-
<PAGE>   23
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 Parent
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. On the date hereof the Parent shall cause to be paid to
the Administrative Agent for the account of each Bank a closing fee in the
amount which has been agreed upon.

    Section 2.10. Computation of Interest. (a) All computations of interest for
Base Rate Loans when the Base Rate is determined by the prime commercial rate of
Fleet 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
shall accrue during each Interest Period or other period during which interest
is 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 Parent and the Banks in the absence of
manifest error.

    Section 2.11. Payments. (a) All payments to be made by the Parent 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


                                      -18-
<PAGE>   24
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 the Parent
prior to the date on which any payment is due to the Banks that the Parent will
not make such payment in full as and when required, the Administrative Agent may
assume that the Parent has made 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 the Parent 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 the Parent 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 Parent 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
the Parent 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 Parent of such failure to fund and, upon demand by the Administrative
Agent, the Parent shall pay such amount to the Administrative Agent for the
Administrative Agent's account, together with interest thereon for


                                      -19-
<PAGE>   25
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 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 Parent agrees
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 12.10) with respect to such
participation as fully as if such Bank were the direct creditor of the Parent 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 the
Parent 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


                                      -20-
<PAGE>   26
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 the Parent 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.

      (c)   Other Taxes. The Parent 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 Parent 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 Parent,
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 Parent 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. The Parent shall not 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; 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


                                      -21-
<PAGE>   27
became an Indemnified Tax Person (in the case of each other Indemnified Tax
Person), nothing in this subsection shall relieve the Parent of its 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 Parent 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 Parent that the circumstances giving rise to such determination no longer
exist.

      (b)   If a Bank determines that it is unlawful to maintain any Eurodollar
Rate Loan, the Parent 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 the Parent is
required to so prepay any Eurodollar Rate Loan, then concurrently with such
prepayment, the Parent 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 Parent 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


                                      -22-
<PAGE>   28
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. The Parent 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 the Parent to make on a timely basis any
      payment of principal of any Eurodollar Rate Loan;

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

            (c)   the failure of the Parent 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 Parent 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
Parent 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, the Parent may
revoke any Notice of Borrowing or Notice of Conversion/Continuation then
submitted by it. If the Parent does not revoke such Notice, the Banks shall
make, convert or continue the Loans, as


                                      -23-
<PAGE>   29
proposed by the Parent, in the amount specified in the applicable notice
submitted by the Parent, 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 Parent (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 the Parent in the absence of manifest error.

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


                                   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 condition that 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):

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

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

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

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

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

                  (i)   the articles or certificate of incorporation and the
            bylaws of the Parent as in effect on the Effective Date, certified
            by its Secretary or Assistant Secretary; and

                  (ii)  a good standing certificate for the Parent from the
            Secretary of State (or similar, applicable Governmental Authority)
            of its state of incorporation;


                                      -24-
<PAGE>   30
            (e)   Legal Opinions. 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-1.

            (f)   Certificate. A certificate signed by a Responsible Officer of
      the Parent dated as of the Effective Date, stating that:

                  (i)   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 and immediately after giving effect to the
            Demutualization;

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

                  (iii) 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

                  (iv)  all material third party approvals and consents
            necessary in connection with the execution and delivery by the
            Parent of the Loan Documents to which it is a party, and the
            performance by the Parent of its obligations under the Loan
            Documents and the consummation of the Demutualization shall have
            been obtained and remain in effect and any applicable waiting
            periods shall have expired, that the Demutualization has occurred
            and that there is no pending or, to such Responsible Officer's
            knowledge, threatened litigation or governmental proceeding with
            respect to the Demutualization in which there is a reasonable
            possibility of an adverse outcome which could reasonably be expected
            to have a Material Adverse Effect except for such thereof as has
            been approved by the Majority Banks.

            (g)   PLIC Dividend. Evidence acceptable to the Administrative Agent
      that the Board of Directors of PLIC has declared a dividend of not less
      than $102,000,000 payable to the Parent no later than five Business Days
      after consummation of the Demutualization.

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

            (i)   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 and PLIC
      shall have submitted a certificate to the forgoing effect.


                                      -25-
<PAGE>   31
    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 Parent 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 represents and warrants to the Administrative 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 and each of its
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

            (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.


                                      -26-
<PAGE>   32
    Section 5.2. Corporate Authorization; No Contravention. The execution,
delivery and performance by the Parent and its Subsidiaries of this Agreement
and each other Loan Document to which such Person is party, 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 or any
of its 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 the Parent 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 the Parent threatened or
contemplated, at law, in equity, in arbitration or before any Governmental
Authority, against the Parent or any of its Subsidiaries or any of its
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
      consummated as herein or therein provided or prohibiting or restraining
      consummation of the Demutualization.

    Section 5.6. Contractual Obligation. As of the Effective Date, neither the
Parent nor any Subsidiary will be in default under or with respect to any
Contractual Obligation in any


                                      -27-
<PAGE>   33
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 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
      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 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 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 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 nor any Subsidiary 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 and its 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 Effective Date, the
property of the Parent and its Subsidiaries is and will be subject to no Liens,
other than Permitted Liens.

    Section 5.10. Taxes. The Parent and its 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


                                      -28-
<PAGE>   34
accordance with GAAP. There is no proposed tax assessment against the Parent or
any of its 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 date
of consummation of the Demutualization and after giving effect to the
transactions constituting, or occurring in 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.


                                      -29-
<PAGE>   35
    Section 5.12. Environmental Matters. The Parent and its 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
received 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 is 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 its 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 nor any
Subsidiary 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
and its 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, 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 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,
proposed, which, in either case, could reasonably be expected to have a Material
Adverse Effect.

    Section 5.16. Subsidiaries. As of and at all times prior to the Effective
Date, PLIC and PXP are Wholly Owned Subsidiaries of the Parent. As of the date
hereof the Primary Subsidiaries are as identified on Exhibit G.

    Section 5.17. Insurance. The properties of the Parent and its Subsidiaries
are insured with financially sound and reputable insurance companies not
Affiliates of the Parent, 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 or any such
Subsidiary operates.

    Section 5.18. Full Disclosure. None of the representations or warranties
made by the Parent 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 in connection with the Loan Documents


                                      -30-
<PAGE>   36
(including the offering and disclosure materials delivered by or on behalf of
the Parent 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 and each of its 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 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 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 sheet of the Parent and its
      Subsidiaries as of the end of such quarter and the related 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 position
      and the results of operations of the Parent and its Subsidiaries, and of
      PXP and its Subsidiaries;


                                      -31-
<PAGE>   37
            (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 interim
      consolidated balance sheet of PXP and its Subsidiaries as of the end of
      such year and the related interim 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.

    Section 6.2. Certificates; Other Information. The Parent 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 and
      filings made in connection with investment advisory, mutual fund and/or
      asset management activities; and


                                      -32-
<PAGE>   38
            (c)   promptly, such additional information regarding the business,
      financial or corporate affairs of the Parent or any Subsidiary as the
      Administrative Agent, at the request of any Bank, may from time to time
      reasonably request.

    Section 6.3. Notices. The Parent 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 or any Subsidiary; (ii) any
      dispute, litigation, investigation, proceeding or suspension between the
      Parent 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 or any Subsidiary; including pursuant to
      any applicable Environmental Laws;

            (c)   of the occurrence of any of the following events affecting the
      Parent 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 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 or any of its Primary Subsidiaries; and

            (e)   of any Acquisition by the Parent or any of its 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.


                                      -33-
<PAGE>   39
      Each notice under this Section shall be accompanied by a written statement
by a Responsible Officer of the Parent setting forth details of the occurrence
referred to therein, and stating what action the Parent 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 shall, and
shall cause each of its 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.

      The forgoing provisions of this Section 6.4 shall not restrict or prohibit
the liquidation or dissolution of any Subsidiary which is inactive or whose
continued existence is not necessary to the continued operation of the
businesses of the Parent and its Subsidiaries taken as a whole.

    Section 6.5. Maintenance of Property. The Parent each shall maintain, and
shall cause each of its 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 shall maintain, and shall cause each of
its 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 each shall, and shall cause
each of its 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;


                                      -34-
<PAGE>   40
            (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 shall comply, and shall cause
each of its 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 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.

    Section 6.10. Inspection of Property and Books and Records. The Parent shall
maintain, and shall cause each of its 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 and
each such Subsidiary. The Parent shall permit, and shall cause each of its
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 shall, and shall cause each of
its Subsidiaries to, conduct its operations and keep and maintain its property
in compliance with all Environmental Laws.

    Section 6.12. Use of Proceeds. The Parent shall use the proceeds of the
Loans solely for the purpose of paying costs and expenses incurred in connection
with the Demutualization and the Destacking (including reimbursing PLIC for
costs and expenses incurred by it for those purposes) and then only to the
extent, if any, that the net proceeds it has received substantially concurrently
with or prior to the date of the Borrowing in question from public offerings of
its equity securities are insufficient to fund the same.


                                      -35-
<PAGE>   41
                                   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 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 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;

            (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 and its
      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 and
      its 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


                                      -36-
<PAGE>   42
      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 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 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.

    Section 7.2. Mergers, Consolidations and Sales of Assets. The Parent 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 or a
      Primary Subsidiary, (iii) mergers of a Subsidiary with and into the Parent
      and other mergers not involving the Parent, (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 other Primary Subsidiary,
      and (vi) the sale of the equity interest in PXP to the Parent or to a
      Wholly Owned Subsidiary of the Parent 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
      consummation of the Destacking 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 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 except for:


                                      -37-
<PAGE>   43
            (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 and its 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 quarter end, with the Parent 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 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, the Parent shall not permit PLIC to incur, assume,
suffer to exist or otherwise become or remain directly or indirectly liable with
respect to, any Indebtedness other than (i) Indebtedness under the Credit
Agreement dated June 11, 2001 between the Parent, PLIC, PXP, 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 as from time to time amended, renewed or extended and under
any credit agreement entered into in substitution or replacement therefor
(provided that the principal amount of Indebtedness of PLIC permitted by this
clause (i) shall not exceed $375,000,000 at any one time outstanding), (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 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 or such Subsidiary than would obtain in a comparable arm's-length
transaction with a Person not an Affiliate of the Parent or such Subsidiary.


                                      -38-
<PAGE>   44
    Section 7.6. Use of Proceeds. The Parent 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 Parent 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 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 and its Subsidiaries
      existing as of the Effective Date and listed in Schedule 7.7;

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

            (d)   the undertakings by PLIC in existence on the date hereof and
      identified on Exhibit H 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 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 and its Subsidiaries (exclusive of
investments in joint ventures between the Parent and its Subsidiaries or among
such Subsidiaries) would exceed 10% of the Parent's Shareholders Equity.

    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. The Parent
will not permit PXP to 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 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


                                      -39-
<PAGE>   45
responsibility rules with respect to any Plan which has resulted or could
reasonably be expected to result in liability of the Parent 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 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 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. The Parent shall cause the Obligations to rank at
least pari passu with all other senior unsecured Indebtedness of the Parent.

    Section 7.14. Phoenix. The Parent shall and shall cause PLIC to retain the
word "Phoenix" in their names.

    Section 7.15. Utilization of Dividend to be Received. The Parent shall not
utilize the proceeds of the dividend described in Section 4.1(a)(vii) hereof to
be received from PLIC if after giving effect thereto it will not have sufficient
cash available to timely make the mandatory prepayment of the Loans required by
Section 2.6(b) hereof.


                                  ARTICLE VIII

                          PARENT'S FINANCIAL COVENANTS

      From and after the 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 from and
after the Effective Date maintains Parent's Shareholder's Equity at not less
than $2,000,000,000.


                                      -40-
<PAGE>   46
                                   ARTICLE IX

                    FINANCIAL COVENANTS WITH RESPECT TO PLIC

       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. The Parent shall cause PLIC to maintain
its Risked Based Capital Ratio as of the last day of each calendar quarter (i)
at not less than 2.00 to 1 for all quarters ending prior to consummation of the
Destacking and (ii) at not less than 2.10 to 1 for all quarters ending
thereafter.


                                    ARTICLE X

                                EVENTS OF DEFAULT

       Section 10.1. Event of Default. Any of the following shall constitute an
"Event of Default":

         (a) Non-Payment. The Parent 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 the
Parent 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 or any Responsible Officer of the Parent, 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. The Parent 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. The Parent 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 by the Administrative
Agent or any Bank; or

         (e) Cross-Default. The Parent or any 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 $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, 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

                                      -41-
<PAGE>   47
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 or any 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 or any 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 or any 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 or any 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 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 or any 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 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 or any 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

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<PAGE>   48
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 or any Subsidiary, or the
Parent or any 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 material license, permit or
franchise, if the effect of any thereof involves a reasonable possibility of a
Material Adverse Effect; or

         (m) Invalidity. This Agreement or any of the other Loan Documents shall
at any time after its execution and delivery and for any reason cease to be in
full force and effect or shall be declared null and void, or the validity or
enforceability hereof or thereof shall be contested by the Parent or the Parent
shall deny it has any further liability or obligation hereunder or thereunder.

       Section 10.2. 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 Parent; 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 10.1 (in the case of clause (i) of subsection (g) upon the
expiration of the 60-day period mentioned therein) with respect to the Parent or
any 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 10.3. 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.

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<PAGE>   49
                                   ARTICLE XI

                            THE ADMINISTRATIVE AGENT

       Section 11.1. Appointment. Subject to Section 11.9 hereof, each Bank
hereby irrevocably designates and appoints Fleet 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 11.2. 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 11.3. 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 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 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. 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 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.

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<PAGE>   50
       Section 11.4. 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 11.5. 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 the Parent. 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. 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 11.6. 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, 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 and made its own decision to enter into this Agreement. Each

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<PAGE>   51
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. 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 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 11.7. 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 and without limiting the obligation of the
Parent 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 the Parent
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 under Section 12.4, 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. 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

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<PAGE>   52
basis. The 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 11.8. Administrative Agent in Its Individual Capacity. Fleet 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 and its
Subsidiaries as though Fleet were not an Agent hereunder. With respect to the
Commitment made or renewed by Fleet and the Obligations owing it, Fleet 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 Fleet.

       Section 11.9. 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
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 agrees to make each payment due under the Loan Documents directly to
the Banks entitled thereto during such time.


                                   ARTICLE XII

                                  MISCELLANEOUS

       Section 12.1. 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 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 and acknowledged by the Administrative Agent, and then any such waiver or

                                      -47-
<PAGE>   53
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 and the Parent 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 10.2);

                  (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; or

                  (e) amend this Section, or Section 2.13, or any provision
         herein providing for consent or other action by all Banks.

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 12.2. 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 by
facsimile (i) shall be 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 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 XI shall not be effective until actually
received by the Administrative Agent.

                                      -48-
<PAGE>   54
         (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. 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 to give such notice and the Administrative Agent and
the Banks shall not have any liability to the Parent 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 12.3. 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 12.4. Costs and Expenses. The Parent shall:

                  (a) whether or not the transactions contemplated hereby are
         consummated, pay or reimburse Fleet for all reasonable costs and
         expenses incurred by Fleet 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 Fleet with respect
         thereto; and

                  (b) pay or reimburse each Agent, the Arranger 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 12.5. Indemnity. Whether or not the transactions contemplated
hereby are consummated, the Parent 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

                                      -49-
<PAGE>   55
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 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 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 12.6. Payments Set Aside. To the extent that the Parent 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 12.7. 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 may not assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of the Administrative Agent and each Bank.

       Section 12.8. Assignments, Participations, etc. (a) Any Bank may, subject
to the written consent of the Parent 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 Parent 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 Parent 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 Parent and the Administrative Agent by
such Bank and the Assignee;

                                      -50-
<PAGE>   56
(ii) such Bank and its Assignee shall have delivered to the Parent 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 12.8(a)), the Parent 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.

         (d) Any Bank may at any time sell to one or more commercial banks or
other Persons not Affiliates of the Parent (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 Parent 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 12.1. In the case of any such
participation, the Participant shall be entitled to the benefit of Sections 3.1,
3.3 and 12.5 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 Parent 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

                                      -51-
<PAGE>   57
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 Parent, 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 12.1 and
(ad) with respect to notices, payments and other matters hereunder, the Parent,
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 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.

                                      -52-
<PAGE>   58
         (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 interest in any processing fee therefor,
assign or participate all or a portion of its Loans to the Granting Lender or to
any financial institutions 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 12.8(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 Parent and Administrative Agent pursuant to Section
12.8(f)(i).

       Section 12.9. 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 and provided to it by the Parent or any Subsidiary, or by
the Agent or the Arranger 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 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,
provided that such source is not bound by a confidentiality agreement with the
Parent 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; (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 12.10. 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, any such notice being waived by the Parent 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 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

                                      -53-
<PAGE>   59
contingent or unmatured. Each Bank agrees promptly to notify the Parent 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 12.11. 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 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 12.12. 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 12.13. One Bank. If and so long as Fleet is the only Bank party
hereto it shall have all the rights and powers granted to the Majority Banks,
the Banks or the Administrative Agent hereunder.

       Section 12.14. 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 12.15. 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 12.16. No Third Parties Benefits. This Agreement is made and
entered into for the sole protection and legal benefit of the Parent, the Banks,
the Agent 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 12.17. 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 AGENT 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

                                      -54-
<PAGE>   60
THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH OF THE PARENT THE ADMINISTRATIVE AGENT AND THE
BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH OF THE PARENT, THE ADMINISTRATIVE AGENT 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, THE ADMINISTRATIVE AGENT 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 12.18. Waiver of Jury Trial. THE PARENT, THE BANKS AND THE
ADMINISTRATIVE AGENT 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, THE BANKS AND THE ADMINISTRATIVE AGENT 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 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 12.19. Entire Agreement. This Agreement, together with the other
Loan Documents, embodies the entire agreement and understanding among the
Parent, the Banks and the Administrative Agent, and supersedes all prior or
contemporaneous agreements and understandings of such Persons, verbal or
written, relating to the subject matter hereof and thereof.


                                      -55-
<PAGE>   61
       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.

                                        By /s/ Raymond Cummings
                                           ____________________________________

                                           Its Vice President and Treasurer
                                              _________________________________

                                        Address for Notices:

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

                                        With copies also marked "Attention:
                                           General Counsel"


                                      -56-
<PAGE>   62
                                        FLEET NATIONAL BANK, as Administrative
                                           Agent and as a Bank



                                        By: David 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


                                      -57-
<PAGE>   63
                                    EXHIBIT A

                               NOTICE OF BORROWING


                             Date: __________, ____




To:      Fleet National Bank, as Administrative Agent for the Banks parties to
         the Credit Agreement dated as of June 15, 2001 (as extended, renewed,
         amended or restated from time to time, the "Credit Agreement") among
         The Phoenix Companies, Inc., certain Banks which are signatories
         thereto and Fleet National Bank, as Administrative Agent

Ladies and Gentlemen:

         The undersigned, The Phoenix Companies, Inc. (the "Parent"), 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 Parent contained
         in Article V of the Credit Agreement are true and correct as though
         made on and as of such date (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;

                  (c) The proposed Borrowing will not cause the aggregate
         principal amount of all outstanding Loans to exceed the combined
         Commitments of the Banks; and
<PAGE>   64
                  (d) The proposed Borrowing will be utilized for the purposes
         permitted by the Credit Agreement.

                                                THE PHOENIX COMPANIES, INC.



                                                By: ___________________________
                                                   Title:______________________


                                      -2-
<PAGE>   65
                                    EXHIBIT B

                        NOTICE OF CONVERSION/CONTINUATION


                             Date: __________, ____



To:      Fleet National Bank, as Administrative Agent for the Banks parties to
         the Credit Agreement dated as of June 15, 2001 (as extended, renewed,
         amended or restated from time to time, the "Credit Agreement") among
         The Phoenix Companies, Inc., and Fleet National Bank, as Administrative
         Agent

Ladies and Gentlemen:

         The undersigned, The Phoenix Companies, Inc. (the "Parent"), 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.


                                                 THE PHOENIX COMPANIES, INC.



                                                 By:___________________________
                                                    Title:_____________________
<PAGE>   66
                                    EXHIBIT C

                             COMPLIANCE CERTIFICATE


                    Financial Statement Date: _______, 200__




         Reference is made to that certain Credit Agreement dated as of June 15,
2001 (as extended, renewed, amended or restated from time to time, the "Credit
Agreement") among The Phoenix Companies, Inc., the several financial
institutions from time to time parties to the Credit Agreement (the "Banks") and
Fleet National Bank, as Administrative Agent 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,
         during such period, has observed, performed or satisfied all of its
         covenants and other agreements, and satisfied every condition in the
         Credit Agreement to be observed, performed or satisfied by the Parent,
         and the undersigned has no knowledge of any Default of Event of
         Default.

                  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.
<PAGE>   67
         IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
__________, 200__.


                                                THE PHOENIX COMPANIES, INC.



                                                By:____________________________
                                                   Title:______________________


                                      -2-
<PAGE>   68
                                   SCHEDULE 1

                            TO COMPLIANCE CERTIFICATE
                         FINANCIAL COVENANT CALCULATIONS



                                      -3-
<PAGE>   69
                                  EXHIBIT D

                       FORM OF OPINION OF PARENT'S COUNSEL



                                     [DATE]




To:  Fleet National Bank as Administrative Agent and the other Bank parties from
     time to time to the Credit Agreement hereinafter referred to


          RE:  Credit Agreement, dated as of June 15, 2001, between The Phoenix
               Companies, Inc. and Fleet National Bank as Administrative Agent
               and the Financial Institutions Party Thereto, (the "Credit
               Agreement").


Ladies and Gentlemen:

     The undersigned has acted as Senior Vice President and General Counsel of
The Phoenix Companies, Inc. ("PCI") 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(e) 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 (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:







[Special Olympics Logo]
<PAGE>   70
     (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, is a party constitute the legal,
valid and binding obligations of PCI, enforceable against PCI, 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.

     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 Agent's 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

<PAGE>   71
the Loan Documents by the Agent 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,

<PAGE>   72
                                    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 15, 2001 (as amended, amended and restated, modified, supplemented or
renewed, the "Credit Agreement") among The Phoenix Companies, Inc., the several
financial institutions from time to time party thereto (including the Assignor,
the "Banks") and Fleet National Bank as Administrative Agent. 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 Parent 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 Commitment, 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.

         [If appropriate, add paragraph specifying payment to Assignor by
Assignee of outstanding principal of, accrued interest on, and fees with respect
to, Loans assigned.]
<PAGE>   73
         (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 12.4 and 12.5 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 12.8 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.

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

                                      -2-
<PAGE>   74
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 ______________, 200__ (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 Parent and the Administrative Agent
         required for an effective assignment of the Assigned Amount by the
         Assignor to the Assignee under Section 12.8 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 12.8 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 Parent 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 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.]

                                      -3-
<PAGE>   75
SECTION 7. WITHHOLDING TAX.

         The Assignee (a) represents and warrants to the Banks, the
Administrative Agent and the Parent 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 prior to the time that the
Administrative Agent or the Parent 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
responsibility with respect to, the solvency, financial condition or statements
of the Borrowers, or the performance or observance by the Parent, of any of its
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

                                      -4-
<PAGE>   76
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 Parent 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.

         (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

                                      -5-
<PAGE>   77
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>   78
                                   SCHEDULE 1


                       NOTICE OF ASSIGNMENT AND ACCEPTANCE

                                                           ______________, 200__

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

Ladies and Gentlemen:

         We refer to the Credit Agreement dated as of June 15, 2001 (as amended,
amended and restated, modified, supplemented or renewed from time to time the
"Credit Agreement") among The Phoenix Companies, Inc., the Banks referred to
therein, and Fleet National Bank, as Administrative Agent.

         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
Commitment 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 Parent 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>   79
                   (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>   80
ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:

THE PHOENIX COMPANIES, INC.



By:________________________________________
   Its:____________________________________
   Its:____________________________________


FLEET NATIONAL BANK, as Administrative Agent



By:________________________________________
   Title:__________________________________


                                      -3-
<PAGE>   81
                                    EXHIBIT F

                            [FORM OF] PROMISSORY NOTE

                                                            _____________, 200__


         For Value Received, the undersigned, The Phoenix Companies, Inc. (the
"Parent"), hereby promises to pay to the order of ________________ (the "Bank"),
the aggregate unpaid principal amount of all Loans made by the Bank to the
Parent pursuant to the Credit Agreement, dated as of June 15, 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., the Bank, the other banks parties thereto, and Fleet
National Bank, as Administrative Agent on the dates and in the amounts provided
in the Credit Agreement. The Parent 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 Parent 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.

         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.


                                             THE PHOENIX COMPANIES, INC.



                                             By:_______________________________
                                                Title:_________________________
<PAGE>   82
                                  SCHEDULE 2.1

                                 THE COMMITMENTS



        BANK                   COMMITMENT AMOUNT              PRO RATA SHARE

Fleet National Bank              $100,000,000                       100%
<PAGE>   83
                                  SCHEDULE 7.1

                            SCHEDULED EXISTING LIENS

                                      NONE
<PAGE>   84
                                  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.
<PAGE>   85
                                    EXHIBIT H

                              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        Standard & Poor's        Apr-96      Standard & Poor's         S&P capital adequacy ratio of at least 150%
Life and 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            Standard & Poor's        Apr-96      Standard & Poor's         S&P capital adequacy ratio of at least 150%
and Annuity
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            Standard & Poor's        Apr-96      Standard & Poor's         S&P capital adequacy ratio of at least 150%
and Reassurance
Company of New York
</TABLE>
<PAGE>   86
<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            Standard & Poor's        Aug-94      Standard & Poor's         S&P adjusted surplus to be at least 50%
Insurance 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      Standard & Poor's        Dec-99      Standard & Poor's         S&P capital adequacy ratio of at least 125%
Company
                        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        ---                      Aug-98      New Jersey                Minimum capital and surplus required by State
Insurance Company
</TABLE>


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.


                                      -2-
<PAGE>   87
                                    EXHIBIT G

                              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