MARCH 1999 AMENDMENT TO THE CREDIT AGREEMENT


     MARCH 1999 AMENDMENT TO THE CREDIT AGREEMENT (this  "Amendment"),  dated as
of March 22, 1999, among Capital Reinsurance  Company (the "Borrower"),  various
banks  (the  "Banks")  and  Deutsche  Bank AG,  New York  Branch,  as agent (the
"Agent").  All  capitalized  terms  defined in the  hereinafter  defined  Credit
Agreement shall have the same meaning when used herein unless otherwise  defined
herein.

                              W I T N E S S E T H:

     WHEREAS,  the  Borrower,  the  Banks and the  Agent  entered  into a Credit
Agreement,  dated as of  January  27,  1994 (as  amended  to date,  the  "Credit
Agreement");

     WHEREAS,  the parties  hereto wish to amend the Credit  Agreement as herein
provided;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:

     1.  Amendments to the Credit  Agreement.  (a) The first sentence of Section
3.04 of the  Credit  Agreement  is hereby  amended  in its  entirety  to read as
follows:

     The  expiration of the  Commitments  of the Banks shall be January 27, 2006
     (the "Expiry Date");  provided,  however, that before (but not earlier than
     120 days nor later than 45 days before) each  anniversary  of the Effective
     Date, the Borrower may make a written  request (an "Extension  Request") to
     the Agent at its Notice  Office and each of the Banks that the Expiry  Date
     be extended by one calendar year.

     (b) Schedule I of the Credit Agreement is hereby amended in its entirety to
the form attached hereto as Annex A.

     2.  Representations  and  Warranties.  In order to induce the Banks and the
Agent to enter into this Amendment,  the Borrower hereby represents and warrants
that:

     (a) no  Default  or Event of  Default  exists or will  exist as of the date
hereof and after giving effect to this Amendment; and

     (b) as of the date  hereof,  after  giving  effect to this  Amendment,  all
representations,  warranties  and  agreements  of the Borrower  contained in the
Credit Agreement will be true and correct in all material respects.

     3.  GOVERNING  LAW. THIS  AMENDMENT AND THE RIGHTS AND  OBLIGATIONS  OF THE
PARTIES  HEREUNDER  SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK,  WITHOUT  REGARD TO THE  CHOICE OF LAW  PROVISIONS
THEREOF.

<PAGE>

     4. Agreement Not Otherwise Amended.  This Amendment is limited precisely as
written  and  shall  not  be  deemed  to be an  amendment,  consent,  waiver  or
modification  of any other term or condition  of the Credit  Agreement or any of
the  instruments  or agreements  referred to therein,  or prejudice any right or
rights  which  the  Banks,  the Agent or any of them now have or may have in the
future  under  or in  connection  with  the  Credit  Agreement  or  any  of  the
instruments  or  agreements  referred to therein.  Except as expressly  modified
hereby,  the terms and provisions of the Credit Agreement shall continue in full
force and effect.  Whenever  the Credit  Agreement  is referred to in the Credit
Agreement or any of the  instruments,  agreements  or other  documents or papers
executed  and  delivered  in  connection  therewith,  it shall be deemed to be a
reference to the Credit Agreement as modified hereby.

     5.   Counterparts.   This   Amendment  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.


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

                                          CAPITAL REINSURANCE COMPANY
                        
                        
                                       By_______________________________
                                          Title:
                        
                                          DEUTSCHE BANK AG, NEW YORK
                                            BRANCH, Individually and as Agent
                        
                        
                                       By_______________________________
                                          Title:
                        
                        
                                       By_______________________________
                                          Title:

 The  participant  named  below
    hereby     acknowledges    and
    consents  to  the   execution,
    delivery and  effectiveness of
    this Amendment.


THE CHASE MANHATTAN BANK


By_______________________________
    Title:


                                       -2-

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                                                                         ANNEX A

                                                                      SCHEDULE I
                                  

                                   COMMITMENTS


            Bank                                      Commitment

Deutsche Bank AG, New York Branch                    $100,000,000