<PAGE>   1
                                                                   Exhibit 10.19


                                                                  CONFORMED COPY





                            364-DAY CREDIT AGREEMENT

                                   dated as of

                                 April 27, 1998

                                      among

                       METROPOLITAN LIFE INSURANCE COMPANY
                             METLIFE FUNDING, INC.,
                                  as Borrowers

                            The LENDERS Party Hereto

                           CREDIT SUISSE FIRST BOSTON,
                      as Syndication Agent and Co-Arranger

                                 CITIBANK, N.A.
                              THE BANK OF NEW YORK,
                             as Documentation Agents

                                       and

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

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

                                 $1,000,000,000
                            -------------------------


                             CHASE SECURITIES INC.,
                                   as Arranger



Exhibits B and C are photocopies of the documents as delivered
<PAGE>   2
                                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                               <C>
ARTICLE I Definitions...........................................................................................   1

         SECTION 1.01.       DEFINED TERMS......................................................................   1
         SECTION 1.02.       CLASSIFICATION OF LOANS AND BORROWINGS.............................................  15
         SECTION 1.03.       TERMS GENERALLY....................................................................  15
         SECTION 1.04.       ACCOUNTING TERMS; GAAP; SAP........................................................  15

ARTICLE II The Credits..........................................................................................  15

         SECTION 2.01.       COMMITMENTS........................................................................  15
         SECTION 2.02.       LOANS AND BORROWINGS...............................................................  16
         SECTION 2.03.       REQUESTS FOR REVOLVING BORROWINGS..................................................  16
         SECTION 2.04.       COMPETITIVE BID PROCEDURE..........................................................  17
         SECTION 2.05.       FUNDING OF BORROWINGS..............................................................  19
         SECTION 2.06.       INTEREST ELECTIONS.................................................................  20
         SECTION 2.07.       TERMINATION AND REDUCTION OF COMMITMENTS...........................................  21
         SECTION 2.08.       REPAYMENT OF LOANS; EVIDENCE OF DEBT...............................................  22
         SECTION 2.09.       PREPAYMENT OF LOANS................................................................  23
         SECTION 2.10.       FEES...............................................................................  23
         SECTION 2.11.       INTEREST...........................................................................  24
         SECTION 2.12.       ALTERNATE RATE OF INTEREST.........................................................  25
         SECTION 2.13.       INCREASED COSTS....................................................................  25
         SECTION 2.14.       BREAK FUNDING PAYMENTS.............................................................  26
         SECTION 2.15.       TAXES..............................................................................  27
         SECTION 2.16.       PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS........................  29
         SECTION 2.17.       MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.....................................  29
         SECTION 2.18.       EXTENSION OF MATURITY DATE.........................................................  30
         SECTION 2.19.       INCREASE IN COMMITMENTS............................................................  31

ARTICLE III Representations and Warranties......................................................................  32

         SECTION 3.01.       ORGANIZATION; POWERS...............................................................  32
         SECTION 3.02.       AUTHORIZATION; ENFORCEABILITY......................................................  32
         SECTION 3.03.       GOVERNMENTAL APPROVALS; NO CONFLICTS...............................................  32
         SECTION 3.04.       FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE....................................  33
         SECTION 3.05.       PROPERTIES.........................................................................  33
         SECTION 3.06.       LITIGATION AND ENVIRONMENTAL MATTERS...............................................  33
         SECTION 3.07.       COMPLIANCE WITH LAWS AND AGREEMENTS................................................  34
</TABLE>

                                      (i)
<PAGE>   3

<PAGE>   4
<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                               <C>
         SECTION 3.08.       INVESTMENT AND HOLDING COMPANY STATUS..............................................  34
         SECTION 3.09.       TAXES..............................................................................  34
         SECTION 3.10.       ERISA..............................................................................  34
         SECTION 3.11.       DISCLOSURE.........................................................................  34
         SECTION 3.12.       MARGIN STOCK.......................................................................  35
         SECTION 3.13.       YEAR 2000..........................................................................  35

ARTICLE IV Conditions...........................................................................................  35

         SECTION 4.01.       EFFECTIVE DATE.....................................................................  35
         SECTION 4.02.       EACH CREDIT EVENT..................................................................  36

ARTICLE V Affirmative Covenants.................................................................................  36

         SECTION 5.01.       FINANCIAL STATEMENTS AND OTHER INFORMATION.........................................  36
         SECTION 5.02.       NOTICES OF DEFAULTS................................................................  37
         SECTION 5.03.       EXISTENCE; CONDUCT OF BUSINESS.....................................................  38
         SECTION 5.04.       PAYMENT OF OBLIGATIONS.............................................................  38
         SECTION 5.05.       MAINTENANCE OF PROPERTIES; INSURANCE...............................................  38
         SECTION 5.06.       BOOKS AND RECORDS; INSPECTION RIGHTS...............................................  38
         SECTION 5.07.       COMPLIANCE WITH LAWS...............................................................  38
         SECTION 5.08.       USE OF PROCEEDS....................................................................  38
         SECTION 5.09.       SUPPORT AGREEMENT..................................................................  39

ARTICLE VI Negative Covenants...................................................................................  39

         SECTION 6.01.       LIENS..............................................................................  39
         SECTION 6.02.       FUNDAMENTAL CHANGES................................................................  40
         SECTION 6.03.       TRANSACTIONS WITH AFFILIATES.......................................................  41
         SECTION 6.04.       NET WORTH..........................................................................  41

ARTICLE VII Events of Default...................................................................................  41


ARTICLE VIII Agents.............................................................................................  43

         SECTION 8.01.       ADMINISTRATIVE AGENT...............................................................  43
         SECTION 8.02.       SYNDICATION AGENT AND CO-ARRANGER..................................................  45
         SECTION 8.03.       DOCUMENTATION AGENTS...............................................................  45

ARTICLE IX Miscellaneous........................................................................................  46

         SECTION 9.01.       NOTICES............................................................................  46
         SECTION 9.02.       WAIVERS; AMENDMENTS................................................................  46
         SECTION 9.03.       EXPENSES; INDEMNITY: DAMAGE; WAIVER................................................  47
</TABLE>

                                      (ii)
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                               <C>
         SECTION 9.04.       SUCCESSORS AND ASSIGNS.............................................................  48
         SECTION 9.05.       SURVIVAL...........................................................................  50
         SECTION 9.06.       COUNTERPARTS; INTEGRATION; EFFECTIVENESS...........................................  50
         SECTION 9.07.       SEVERABILITY.......................................................................  51
         SECTION 9.08.       RIGHT OF SETOFF....................................................................  51
         SECTION 9.09.       GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.........................  51
         SECTION 9.10.       WAIVER OF JURY TRIAL...............................................................  52
         SECTION 9.11.       HEADINGS...........................................................................  52
         SECTION 9.12.       CONFIDENTIALITY....................................................................  52
         SECTION 9.13.       BILATERAL LINES....................................................................  53
</TABLE>

SCHEDULES:

Schedule 2.01 -- Commitments
Schedule 3.06 -- Disclosed Matters


EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance
Exhibit B -- Form of Opinion of Counsel to the Borrowers
Exhibit C -- Form of Opinion of Special New York Counsel to Chase

                                     (iii)
<PAGE>   6
         364-DAY CREDIT AGREEMENT dated as of April 27, 1998, among:
METROPOLITAN LIFE INSURANCE COMPANY (the "Company") and METLIFE FUNDING INC.
("Funding" and together with the Company, the "Borrowers"); the LENDERS party
hereto; and THE CHASE MANHATTAN BANK, as Administrative Agent.

         The parties hereto agree as follows:


                                   ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "Additional Commitment Lender" has the meaning set forth in
Section 2.18.

                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "Administrative Agent" means The Chase Manhattan Bank, in its
capacity as administrative agent for the Lenders hereunder.

                  "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                  "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified;
provided that, for the purposes of Section 9.04(b), any special purpose funding
vehicle that funds itself principally in the commercial paper market shall not
constitute an Affiliate of any Lender.

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base
CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due
to a change in the Prime Rate, the Base CD Rate or the Federal Funds

                            364-Day Credit Agreement
<PAGE>   7
                                      -2-

Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively.

                  "Applicable Insurance Regulatory Authority" means the
insurance department or similar insurance regulatory or administrative authority
or agency of the jurisdiction in which the Company is domiciled.

                  "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

                  "Applicable Rate" means, for any day, with respect to any
Eurodollar Revolving Loan, or with respect to the facility fees payable
hereunder, as the case may be, the applicable rate per annum set forth below
under the caption "Eurodollar Spread" or "Facility Fee Rate", as the case may
be, based upon the ratings by S&P applicable on such date to the Index Debt:

<TABLE>
<CAPTION>
                  Index Debt Rating:        Eurodollar          Facility Fee
                  ------------------        ----------          ------------
<S>               <C>                       <C>                 <C>
                      Category 1              0.120%               0.030%

                      Category 2              0.155%               0.045%

                      Category 3              0.180%               0.070%

                      Category 4              0.210%               0.090%
</TABLE>

For purposes of determining the applicable Index Debt Rating: (a) Category 1
shall be deemed to be applicable if (i) no Event of Default shall have occurred
and be continuing and (ii) the Index Debt is rated AA+ (or its equivalent) or
higher by S&P; (b) Category 2 shall be deemed to be applicable if (i) no Event
of Default shall have occurred and be continuing, (ii) Category 1 is not
applicable and (iii) the Index Debt is rated AA- (or its equivalent) or higher
by S&P; (c) Category 3 shall be deemed to be applicable if (i) no Event of
Default shall have occurred and be continuing, (ii) neither Category 1 nor
Category 2 is applicable and (iii) the Index Debt is rated A (or its equivalent)
or higher by S&P; and (d) Category 4 shall be deemed to be applicable if no
other Category is applicable. If S&P shall not have in effect a rating for the
Index Debt (other than by reason of the circumstances referred to in the last
sentence of this definition), then S&P shall be deemed to have established a
rating in Category 4. If the rating established or deemed to have been
established by S&P for the Index Debt shall be changed (other than as a result
of a change in the rating system of S&P), such change shall be effective as of
the date on which it is first announced by S&P. Each change in the Applicable
Rate shall apply during the period commencing on the effective date of such
change and ending on the date immediately preceding the effective date of the
next such change. If the rating system of S&P shall change, or if S&P shall
cease to be in the business of rating corporate debt obligations, the Borrowers
and the Lenders shall negotiate in good faith to amend this definition to
reflect such changed rating system or the unavailability of ratings from such
rating agency and, pending the effectiveness of any such amendment, the
Applicable Rate shall be determined by reference to the rating most recently in
effect prior to such change or cessation.

                            364-Day Credit Agreement
<PAGE>   8
                                      -3-

                  "Assessment Rate" means, for any day, the annual assessment
rate in effect on such day that is payable by a member of the Bank Insurance
Fund classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual
rate as shall be determined by the Administrative Agent to be representative of
the cost of such insurance to the Lenders.

                  "Asset Securitization" means a public or private transfer of
installment receivables, credit card receivables, lease receivables or any other
type of secured or unsecured financial assets, which transfer is recorded as a
sale according to GAAP as of the date of such transfer.

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

                  "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

                  "Base CD Rate" means the sum of (a) the Three-Month Secondary
CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

                  "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

                  "Borrowing" means (a) Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect, or (b) a Competitive Loan or
group of Competitive Loans of the same Type made on the same date and as to
which a single Interest Period is in effect.

                  "Borrowing Request" means a request by the Borrower for a
Revolving Borrowing in accordance with Section 2.03.

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank
market.

                  "Capital Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use)

                            364-Day Credit Agreement
<PAGE>   9
                                      -4-

real or personal property, or a combination thereof, which obligations are
required to be classified and accounted for as capital leases on a balance sheet
of such Person under GAAP, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.

                  "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof),
of shares representing more than 25% of the aggregate ordinary voting power
represented by the issued and outstanding capital stock of the Company, or (b)
occupation of a majority of the seats (other than vacant seats) on the board of
directors of the Company by Persons who were neither (i) nominated by the board
of directors of the Company nor (ii) appointed by directors so nominated.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.13(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

                  "Chase" means The Chase Manhattan Bank.

                  "Class", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans or Competitive Loans.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

                  "Commitment" means, with respect to each Lender, the
commitment of such Lender to make Revolving Loans hereunder, expressed as an
amount representing the maximum aggregate amount of such Lender's Revolving
Credit Exposure hereunder, as such commitment may be (a) reduced from time to
time pursuant to Section 2.07, (b) increased pursuant to Section 2.19, and (c)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initial amount of each Lender's Commitment
is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to
which such Lender shall have assumed its Commitment, as applicable. The initial
aggregate amount of the Lenders' Commitments is $1,000,000,000.

                  "Competitive Bid" means an offer by a Lender to make a
Competitive Loan in accordance with Section 2.04.

                  "Competitive Bid Rate" means, with respect to any Competitive
Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making
such Competitive Bid.



                            364-Day Credit Agreement
<PAGE>   10
                                      -5-


                  "Competitive Bid Request" means a request by the Borrower for
Competitive Bids in accordance with Section 2.04.

                  "Competitive Loan" means a Loan made pursuant to Section 2.04.

                  "Consent Date" has the meaning assigned to such term in
Section 2.18.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Default" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

                  "Disclosed Matters" means the actions, suits and proceedings
and the environmental matters disclosed in Schedule 3.06.

                  "Disposition" has the meaning assigned to such term in Section
6.02.

                  "dollars" or "$" refers to lawful money of the United States
of America.

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

                  "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Company or any of its
Subsidiaries directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Company, is treated as a single employer
under Section 414(b) or (c) of the

                            364-Day Credit Agreement
<PAGE>   11
                                      -6-

Code or, solely for purposes of Section 302 of ERISA and Section 412 of the
Code, is treated as a single employer under Section 414 of the Code.

                  "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Company or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Company or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Company or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

                  "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate (or, in the
case of a Competitive Loan, the LIBO Rate).

                  "Event of Default" has the meaning assigned to such term in
Article VII.

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender or any other recipient of any payment to be made by or on
account of any obligation of either Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which either Borrower is located and (c) in the
case of a Foreign Lender (other than an assignee pursuant to a request by the
Company under Section 2.17(b)), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement (or designates a new lending office) or is attributable to
such Foreign Lender's failure to comply with Section 2.15(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from such Borrower with respect to such withholding tax
pursuant to Section 2.15(a).

                  "Existing Maturity Date" has the meaning assigned to such term
in Section 2.18.

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as

                            364-Day Credit Agreement
<PAGE>   12
                                      -7-

published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day,
the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
quotations for such day for such transactions received by Chase from three
Federal funds brokers of recognized standing selected by it.

                  "Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or controller of the Company.

                  "Fixed Rate" means, with respect to any Competitive Loan
(other than a Eurodollar Competitive Loan), the fixed rate of interest per annum
specified by the Lender making such Competitive Loan in its related Competitive
Bid.

                  "Fixed Rate Loan" means a Competitive Loan bearing interest at
a Fixed Rate.

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which either Borrower is located. For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

                  "Funding" means MetLife Funding, Inc., a Delaware corporation.

                  "GAAP" means generally accepted accounting principles in the
United States of America.

                  "Governmental Authority" means the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

                  "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

                            364-Day Credit Agreement
<PAGE>   13
                                      -8-

                  "Hazardous Materials" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

                  "Hedging Agreement" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging
arrangement.

                  "Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty, (j) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances, and
(k) all Surplus Relief Reinsurance ceded by such Person. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Index Debt" means senior, unsecured, long-term indebtedness
for borrowed money of the Company that is not guaranteed by any other Person or
subject to any other credit enhancement.

                  "Interest Election Request" means a request by the Borrower to
convert or continue a Revolving Borrowing in accordance with Section 2.06.

                  "Interest Payment Date" means (a) with respect to any ABR
Loan, the last day of each March, June, September and December, (b) with respect
to any Eurodollar Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months' duration after the first day of such Interest Period, and (c) with
respect to any Fixed Rate Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the

                            364-Day Credit Agreement
<PAGE>   14
                                      -9-

case of a Fixed Rate Borrowing with an Interest Period of more than 90 days'
duration (unless otherwise specified in the applicable Competitive Bid Request),
each day prior to the last day of such Interest Period that occurs at intervals
of 90 days' duration after the first day of such Interest Period, and any other
dates that are specified in the applicable Competitive Bid Request as Interest
Payment Dates with respect to such Borrowing.

                  "Interest Period" means (a) with respect to any Eurodollar
Revolving Borrowing, the period commencing on the date of such Borrowing and
ending on the numerically corresponding day in the calendar month that is one,
two, three or six months thereafter, as the Borrower may elect, (b) with respect
to any Eurodollar Competitive Borrowing, the period commencing on the date of
such Borrowing and ending on the numerically corresponding day in the calendar
month that is one, two, three or six months thereafter, as specified in the
applicable Competitive Loan Request and (c) with respect to any Fixed Rate
Borrowing, the period (which shall not be less than 7 days or more than 360
days) commencing on the date of such Borrowing and ending on the date specified
in the applicable Competitive Bid Request; provided, that (i) if any Interest
Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless, in the case of a
Eurodollar Borrowing only, such next succeeding Business Day would fall in the
next calendar month, in which case such Interest Period shall end on the next
preceding Business Day, (ii) any Interest Period pertaining to a Eurodollar
Borrowing that commences on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period and (iii) any Interest Period that would
otherwise end after the Maturity Date shall not be available hereunder. For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and, in the case of a Revolving Borrowing, thereafter
shall be the effective date of the most recent conversion or continuation of
such Borrowing.

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate per annum appearing on the Screen at
approximately 11:00 a.m., London time (or as soon thereafter as practicable),
two Business Days prior to the commencement of such Interest Period, as LIBOR
with a maturity comparable to such Interest Period. In the event that the Screen
shall cease to report such LIBOR or, in the reasonable judgement of the Required
Lenders, shall cease to accurately reflect such LIBOR (as reported by any
publicly available source of similar market data selected by such Required
Lenders), then the "LIBO Rate" with respect to such Eurodollar Borrowing for
such Interest Period shall be the rate per annum at which dollar deposits of
$5,000,000 and for a maturity comparable to such Interest Period are offered by
the principal London office of Chase in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.

                  "LIBOR" means the rate at which deposits in dollars are
offered to leading banks in the London interbank market.

                            364-Day Credit Agreement
<PAGE>   15
                                      -10-

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under
any conditional sale agreement, capital lease or title retention agreement (or
any financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

                  "Loans" means the loans made by the Lenders to the Borrowers
pursuant to this Agreement.

                  "Margin" means, with respect to any Competitive Loan bearing
interest at a rate based on the LIBO Rate, the marginal rate of interest, if
any, to be added to or subtracted from the LIBO Rate to determine the rate of
interest applicable to such Loan, as specified by the Lender making such Loan in
its related Competitive Bid.

                  "Margin Stock" means "margin stock" within the meaning of
Regulations U and X.

                  "Material Adverse Change" means any event, development or
circumstance that has had or could reasonably be expected to have a material
adverse effect on (a) the business, assets, property, condition (financial or
otherwise) or prospects of the Company and its Subsidiaries taken as a whole, or
(b) the validity or enforceability of this Agreement or the rights and remedies
of the Administrative Agent and the Lenders hereunder.

                  "Material Indebtedness" means Indebtedness (other than the
Loans), or obligations in respect of one or more Hedging Agreements, of the
Company or any of its Material Subsidiaries in an aggregate principal amount
exceeding $200,000,000 (or its equivalent in any other currency). For purposes
of determining Material Indebtedness, the "principal amount" of the obligations
of the Company or any of its Material Subsidiaries in respect of any Hedging
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that the Company or such Material Subsidiary would be
required to pay if such Hedging Agreement were terminated at such time.

                  "Material Subsidiary" means, at any time, (i) Funding and (ii)
each Subsidiary of the Company that as of such time meets the definition of
"significant subsidiary" contained as of the date hereof in Regulation S-X of
the SEC.

                  "Maturity Date" means April 26, 1999, as such date may be
extended pursuant to Section 2.18 hereof.

                  "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

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

                            364-Day Credit Agreement
<PAGE>   16
                                      -11-

                  "Net Available Proceeds" means, with respect to any
Disposition, the aggregate amount of all cash proceeds, and the fair market
value of all non-cash consideration, received by the Company directly or
indirectly in connection with such Disposition, net of (a) the amount of any
legal, title and recording tax expenses, commissions and other fees and expenses
paid by the Company as a result of such Disposition, (b) any Federal, state or
local or other taxes payable by the Company as a result of such Disposition, (c)
any repayments by the Company of Indebtedness to the extent that (i) such
Indebtedness is secured by a Lien on the assets that are the subject of such
Disposition and (ii) the transferee (or holder of a Lien on) such assets require
that such Indebtedness be repaid as a condition to the purchase of assets and
(d) any liabilities associated with the assets that are the subject of the
Disposition to the extent such liabilities are retained by the Company.

                  "Net Worth" means, as at any date, the total amount of equity
of the Company and its Subsidiaries determined on a consolidated basis without
duplication in accordance with GAAP (calculated without giving effect to any
changes from and after the date hereof required by Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt and
Equity Securities ).

                  "Non-extending Lender" has the meaning set forth in Section
2.18.

                  "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement.

                  "Participant" has the meaning set forth in Section 9.04(e).

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                  "Permitted Encumbrances" means:

                  (a) Liens imposed by law for taxes that are not yet due or are
         being contested in compliance with Section 5.04;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's and other like Liens imposed by law, arising in the
         ordinary course of business and securing obligations that are not
         overdue by more than 30 days or are being contested in compliance with
         Section 5.04;

                  (c) pledges and deposits made in the ordinary course of
         business in compliance with workers' compensation, unemployment
         insurance and other social security laws or regulations;

                            364-Day Credit Agreement
<PAGE>   17
                                      -12-

                  (d) deposits to secure the performance of bids, trade
         contracts, leases, statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business; and

                  (e) easements, zoning restrictions, rights-of-way and similar
         encumbrances on real property imposed by law or arising in the ordinary
         course of business that do not secure any monetary obligations and do
         not materially detract from the value of the affected property or
         interfere with the ordinary conduct of business of any Borrower;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Company or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by Chase as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

                  "Register" has the meaning set forth in Section 9.04(c).

                  "Regulations D, U and X" means, respectively, Regulations D, U
and X of the Board (or any successor), as the same may be modified and
supplemented and in effect from time to time.

                  "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

                  "Required Lenders" means, at any time, Lenders having
Revolving Credit Exposures and unused Commitments representing more than 50% of
the sum of the total Revolving Credit Exposures and unused Commitments at such
time; provided that, for all purposes after the Commitments expire or terminate,
the outstanding Competitive Loans of the Lenders shall be included in their
respective Revolving Credit Exposures in determining the Required Lenders.

                  "Revolving Credit Exposure" means, with respect to any Lender
at any time, the sum of the outstanding principal amount of such Lender's
Revolving Loans.

                            364-Day Credit Agreement
<PAGE>   18
                                      -13-

                  "Revolving Loan" means a Loan made pursuant to Section 2.01.

                  "SAP" means the accounting procedures and practices prescribed
or permitted by the Applicable Insurance Regulatory Authority or the NAIC.

                  "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc. , and any successor thereto.

                  "Screen" means the display page 3750 for LIBOR on the Dow
Jones Markets (Telerate) Service (or on any successor or substitute page of such
Service, as determined by the Administrative Agent); provided that if the
Administrative Agent determines that there is no such relevant display page for
LIBOR, "Screen" shall mean the relevant display page for LIBOR (as determined by
the Administrative Agent) on the Reuter Monitor Money Rates Service.

                  "SEC" means the Securities and Exchange Commission or any
governmental authority succeeding to its principal functions.

                  "Securities Transactions" means (a) securities lending
arrangements, and (b) repurchase and reverse repurchase arrangements with
respect to securities and financial instruments.

                  "Separate Accounts Assets" means, as at any date, the
"Separate Accounts assets" of the Company, determined in accordance with SAP,
reported as such in the Statutory Statements of the Company.

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal
time deposits in dollars of over $100,000 with maturities approximately equal to
three months and (b) with respect to the Adjusted LIBO Rate, for eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D).
Such reserve percentages shall include those imposed pursuant to Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

                  "Statutory Statement" means a statement of the condition and
affairs of the Company, prepared in accordance with SAP, and filed with the
Applicable Insurance Regulatory Authority.

                  "Subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial

                            364-Day Credit Agreement
<PAGE>   19
                                      -14-

statements if such financial statements were prepared in accordance with GAAP as
of such date, as well as any other corporation, limited liability company,
partnership, association or other entity (a) of which securities or other
ownership interests representing more than 50% of the equity or more than 50% of
the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held,
or (b) that is, as of such date, otherwise Controlled, by the parent or one or
more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent.

                  "Support Agreement" means the Support Agreement dated as of
November 30, 1984 between the Company and Funding, as amended and restated
effective as of that date on July 2, 1985.

                  "Surplus Relief Reinsurance" means any transaction in which
the Company or any Subsidiary of the Company cedes business under a reinsurance
agreement that would be considered a "financing-type" reinsurance agreement as
determined by the independent certified public accountants of the Company in
accordance with principles published by the Financial Accounting Standards Board
or the Second Edition of the AICPA Audit Guide for Stock Life Insurance
Companies (pp. 91-92), as the same may be revised from time to time.

                  "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

                  "Three-Month Secondary CD Rate" means, for any day, the
secondary market rate for three-month certificates of deposit reported as being
in effect on such day (or, if such day is not a Business Day, the next preceding
Business Day) by the Board through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current practices
of the Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day) or, if such rate is not so reported on such
day or such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day is not a Business Day, on the next preceding Business
Day) by the Administrative Agent from three negotiable certificate of deposit
dealers of recognized standing selected by it.

                  "Transactions" means the execution, delivery and performance
by the Borrowers of this Agreement, the borrowing of Loans and the use of the
proceeds thereof.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate, the
Alternate Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO
Rate or a Fixed Rate.

                  "Withdrawal Liability" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                            364-Day Credit Agreement
<PAGE>   20
                                      -15-

                  SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

                  SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

                  SECTION 1.04. Accounting Terms; GAAP; SAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP or SAP, as the case may be, as in effect
from time to time; provided that, if the Company notifies the Administrative
Agent that the Company requests an amendment to any provision hereof to
eliminate the effect of any change occurring after the date hereof in GAAP or
SAP, as the case may be, or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Company that the Required
Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in
GAAP or SAP, as the case may be, or in the application thereof, then such
provision shall be interpreted on the basis of GAAP or SAP, as the case may be,
as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended
in accordance herewith.


                                   ARTICLE II

                                  THE CREDITS

                  SECTION 2.01. Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees to make Revolving Loans to the Borrowers
from time to time during the Availability Period in an aggregate principal
amount that will not result in (a) such

                            364-Day Credit Agreement
<PAGE>   21
                                      -16-

Lender's Revolving Credit Exposure exceeding such Lender's Commitment or (b) the
sum of the total Revolving Credit Exposures plus the aggregate principal amount
of outstanding Competitive Loans exceeding the total Commitments. Within the
foregoing limits and subject to the terms and conditions set forth herein,
either Borrower or both Borrowers may borrow, prepay and reborrow Revolving
Loans.

                  SECTION 2.02. Loans and Borrowings.

                  (a) Each Revolving Loan shall be made as part of a Borrowing
consisting of Revolving Loans made by the Lenders ratably in accordance with
their respective Commitments. Each Competitive Loan shall be made in accordance
with the procedures set forth in Section 2.04. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments and Competitive Bids of the
Lenders are several and not joint, and no Lender shall be responsible for any
other Lender's failure to make Loans as required.

                  (b) Subject to Section 2.12, (i) each Revolving Borrowing
shall be comprised entirely of ABR Loans or Eurodollar Loans as the relevant
Borrower may request in accordance herewith, and (ii) each Competitive Borrowing
shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans as the
relevant Borrower may request in accordance herewith. Each Lender at its option
may make any Eurodollar Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; provided that any exercise of such
option shall not affect the obligation of the relevant Borrower to repay such
Loan in accordance with the terms of this Agreement.

                  (c) At the commencement of each Interest Period for any
Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of $1,000,000 and not less than $10,000,000. At the
time that each ABR Revolving Borrowing is made, such Borrowing shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not less than
$5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate
amount that is equal to the entire unused balance of the total Commitments. Each
Competitive Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $10,000,000. Borrowings of more than
one Type and Class may be outstanding at the same time; provided that there
shall not at any time be more than a total of 10 Eurodollar Revolving Borrowings
outstanding.

                  (d) Notwithstanding any other provision of this Agreement, the
Borrowers shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

                  SECTION 2.03. Requests for Revolving Borrowings. To request a
Revolving Borrowing, the relevant Borrower shall notify the Administrative Agent
of such request by telephone (a) in the case of a Eurodollar Borrowing, not
later than 11:00 a.m., New York City time, three Business Days before the date
of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than
11:00 a.m., New York City time, one Business Day before the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative

                            364-Day Credit Agreement
<PAGE>   22
                                      -17-

Agent of a written Borrowing Request in a form approved by the Administrative
Agent and signed by the relevant Borrower. Each such telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 2.02:

                  (i) the name of the Borrower and aggregate amount of the
         requested Borrowing;

                  (ii) the date of such Borrowing, which shall be a Business
         Day;

                  (iii) whether such Borrowing is to be an ABR Borrowing or a
         Eurodollar Borrowing;

                  (iv) in the case of a Eurodollar Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period"; and

                  (v) the location and number of the relevant Borrower's account
         to which funds are to be disbursed, which shall comply with the
         requirements of Section 2.05.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the relevant Borrower shall be deemed to have selected an Interest Period of one
month's duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender's Loan to be made as
part of the requested Borrowing.

                  SECTION 2.04. Competitive Bid Procedure.

                  (a) Subject to the terms and conditions set forth herein, from
time to time during the Availability Period either Borrower or both Borrowers
may request Competitive Bids and may (but shall not have any obligation to)
accept Competitive Bids and borrow Competitive Loans; provided that the sum of
the total Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans at any time shall not exceed the total
Commitments. To request Competitive Bids, the relevant Borrower shall notify the
Administrative Agent of such request by telephone, in the case of a Eurodollar
Borrowing, not later than 11:00 a.m., New York City time, four Business Days
before the date of the proposed Borrowing and, in the case of a Fixed Rate
Borrowing, not later than 10:00 a.m., New York City time, one Business Day
before the date of the proposed Borrowing; provided that the Borrowers may
submit up to (but not more than) three Competitive Bid Requests on the same day,
but a Competitive Bid Request shall not be made within five Business Days after
the date of any previous Competitive Bid Request, unless any and all such
previous Competitive Bid Requests shall have been withdrawn or all Competitive
Bids received in response thereto rejected. Each such telephonic Competitive Bid
Request shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Competitive Bid Request in a form approved by
the Administrative Agent and signed by the relevant Borrower. Each such
telephonic and

                            364-Day Credit Agreement
<PAGE>   23
                                      -18-

written Competitive Bid Request shall specify the following information in
compliance with Section 2.02:

                  (i) the name of the Borrower and aggregate amount of the
requested Borrowing;

                  (ii) the date of such Borrowing, which shall be a Business
Day;

                  (iii) whether such Borrowing is to be a Eurodollar Borrowing
or a Fixed Rate Borrowing;

                  (iv) the Interest Period to be applicable to such Borrowing,
which shall be a period contemplated by the definition of the term "Interest
Period"; and

                  (v) the location and number of the relevant Borrower's account
to which funds are to be disbursed, which shall comply with the requirements of
Section 2.05.

                  Promptly following receipt of a Competitive Bid Request in
accordance with this Section, the Administrative Agent shall notify the Lenders
of the details thereof by telecopy, inviting the Lenders to submit Competitive
Bids.

                  (b) Each Lender may (but shall not have any obligation to)
make one or more Competitive Bids to the relevant Borrower in response to a
Competitive Bid Request. Each Competitive Bid by a Lender must be in a form
approved by the Administrative Agent and must be received by the Administrative
Agent by telecopy, in the case of a Eurodollar Competitive Borrowing, not later
than 9:30 a.m., New York City time, three Business Days before the proposed date
of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not
later than 9:30 a.m., New York City time, on the proposed date of such
Competitive Borrowing. Competitive Bids that do not conform substantially to the
form approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the applicable Lender as
promptly as practicable. Each Competitive Bid shall specify (i) the principal
amount (which shall be a minimum of $10,000,000 and an integral multiple of
$1,000,000 and which may equal the entire principal amount of the Competitive
Borrowing requested by the relevant Borrower) of the Competitive Loan or Loans
that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at
which the Lender is prepared to make such Loan or Loans (expressed as a
percentage rate per annum in the form of a decimal to no more than four decimal
places), and (iii) the Interest Period applicable to each such Loan and the last
day thereof.

                  (c) The Administrative Agent shall promptly notify the
relevant Borrower by telecopy of the Competitive Bid Rate and the principal
amount specified in each Competitive Bid and the identity of the Lender that
shall have made such Competitive Bid.

                  (d) Subject only to the provisions of this paragraph, the
relevant Borrower may accept or reject any Competitive Bid. Such Borrower shall
notify the Administrative Agent by telephone, confirmed by telecopy in a form
approved by the Administrative Agent, whether and to what extent it has decided
to accept or reject each Competitive Bid, in the case of a Eurodollar
Competitive Borrowing, not later than 10:30 a.m., New York City time, three
Business Days

                            364-Day Credit Agreement
<PAGE>   24
                                      -19-

before the date of the proposed Competitive Borrowing, and in the case of a
Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the
proposed date of the Competitive Borrowing; provided that (i) the failure of
such Borrower to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) such Borrower shall not accept a Competitive Bid made at a
particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made
at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive
Bids accepted by such Borrower shall not exceed the aggregate amount of the
requested Competitive Borrowing specified in the related Competitive Bid
Request, (iv) to the extent necessary to comply with clause (iii) above, such
Borrower may accept Competitive Bids at the same Competitive Bid Rate in part,
which acceptance, in the case of multiple Competitive Bids at such Competitive
Bid Rate, shall be made by such Borrower in consultation with the Administrative
Agent pro rata in accordance with the amount of each such Competitive Bid, and
(v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted
for a Competitive Loan unless such Competitive Loan is in a minimum principal
amount of $5,000,000 and an integral multiple of $1,000,000; and provided
further that if a Competitive Loan must be in an amount less than $5,000,000
because of the provisions of clause (iv) above, such Competitive Loan may be for
a minimum of $1,000,000 or any integral multiple thereof, and in calculating the
pro rata allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded to integral multiples of $1,000,000 in a manner determined by the
relevant Borrower in consultation with the Administrative Agent. A notice given
by the relevant Borrower pursuant to this paragraph shall be irrevocable.

                  (e) The Administrative Agent shall promptly notify each
bidding Lender by telecopy whether or not its Competitive Bid has been accepted
(and, if so, the amount and Competitive Bid Rate so accepted), and each
successful bidder will thereupon become bound, subject to the terms and
conditions hereof, to make the Competitive Loan in respect of which its
Competitive Bid has been accepted.

                  (f) If the Administrative Agent shall elect to submit a
Competitive Bid in its capacity as a Lender, it shall submit such Competitive
Bid directly to the relevant Borrower at least one quarter of an hour earlier
than the time by which the other Lenders are required to submit their
Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this
Section.

                  SECTION 2.05. Funding of Borrowings.

                  (a) Each Lender shall make each Loan to be made by it
hereunder on the proposed date thereof by wire transfer of immediately available
funds by noon, New York City time, to the account of the Administrative Agent
most recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent will make such Loans available to the relevant Borrower by
promptly crediting the amounts so received, in immediately available funds, to
an account of such Borrower maintained with the Administrative Agent in New York
City and designated by such Borrower in the applicable Borrowing Request or
Competitive Bid Request.

                            364-Day Credit Agreement
<PAGE>   25

                                      -20-

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the relevant
Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the relevant Borrower severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including the date such amount is made
available to such Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation or (ii) in
the case of such Borrower, the interest rate applicable to ABR Loans. If such
Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender's Loan included in such Borrowing.

                  SECTION 2.06. Interest Elections.

                  (a) Each Revolving Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Eurodollar
Revolving Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request. Thereafter, the relevant Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as
provided in this Section. The relevant Borrower may elect different options with
respect to different portions of the affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing. This Section shall not apply to Competitive
Borrowings, which may not be converted or continued.

                  (b) To make an election pursuant to this Section, the relevant
Borrower shall notify the Administrative Agent of such election by telephone by
the time that a Borrowing Request would be required under Section 2.03 if such
Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by
the relevant Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

                  (i) the name of the Borrower and Borrowing to which such
         Interest Election Request applies and, if different options are being
         elected with respect to different portions thereof, the portions
         thereof to be allocated to each resulting Borrowing (in which case the
         information to be specified pursuant to clauses (iii) and (iv) below
         shall be specified for each resulting Borrowing);

                            364-Day Credit Agreement
<PAGE>   26
                                      -21-

                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
         Interest Period to be applicable thereto after giving effect to such
         election, which shall be a period contemplated by the definition of the
         term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the relevant Borrower shall be deemed to
have selected an Interest Period of one month's duration.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the relevant Borrower fails to deliver a timely
Interest Election Request with respect to a Eurodollar Revolving Borrowing prior
to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be converted to an ABR Revolving Borrowing. Notwithstanding any
contrary provision hereof, if an Event of Default has occurred and is continuing
and the Administrative Agent, at the request of the Required Lenders, so
notifies the relevant Borrower, then, so long as an Event of Default is
continuing (i) no outstanding Revolving Borrowing may be converted to or
continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Revolving Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.

                  SECTION 2.07. Termination and Reduction of Commitments.

                  (a) Unless previously terminated, the Commitments shall
terminate on the Maturity Date. In addition, the Commitments are subject to
reduction as provided in Section 2.18(c).

                  (b) Upon the occurrence of either (i) a Change in Control or
(ii) a Disposition of all or any substantial part of the assets of the Company
in connection with a reorganization of the Company and its Subsidiaries in
connection with the establishment of a mutual holding company, the
Administrative Agent shall, at the request of the Required Lenders, by notice to
the Borrowers, terminate the Commitments, and thereupon the Commitments shall
terminate immediately.

                  (c) The Borrowers may at any time terminate, or from time to
time reduce, the Commitments; provided that (i) each reduction of the
Commitments shall be in an amount that is an integral multiple of $10,000,000
and (ii) the Borrowers shall not terminate or reduce the Commitments if, after
giving effect to any concurrent prepayment of the Loans in accordance

                            364-Day Credit Agreement
<PAGE>   27
                                      -22-

with Section 2.09, the sum of the Revolving Credit Exposures plus the aggregate
principal amount of outstanding Competitive Loans would exceed the total
Commitments.

                  (d) The Borrowers shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (c) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrowers pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Commitments delivered by the Borrowers may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrowers (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably
among the Lenders in accordance with their respective Commitments.

                  SECTION 2.08. Repayment of Loans; Evidence of Debt.

                  (a) Each Borrower hereby unconditionally promises to pay (i)
to the Administrative Agent for account of each Lender the then unpaid principal
amount of each Revolving Loan made to such Borrower hereunder on the Maturity
Date, and (ii) to the Administrative Agent for account of each Lender the then
unpaid principal amount of each Competitive Loan made to such Borrower on the
last day of the Interest Period applicable to such Loan.


                  (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of each Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.

                  (c) The Administrative Agent shall maintain accounts in which
it shall record (i) the name of the Borrower and amount of each Loan made
hereunder, the Class and Type thereof and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from each Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent from either Borrower
hereunder for the account of the Lenders and each Lender's share thereof.

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of either
Borrower to repay its Loans in accordance with the terms of this Agreement.

                  (e) Any Lender may request that Loans made by it be evidenced
by a promissory note. In such event, the relevant Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent.

                            364-Day Credit Agreement
<PAGE>   28
                                      -23-

Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 9.04) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

                  SECTION 2.09. Prepayment of Loans.

                  (a) Each Borrower shall have the right at any time and from
time to time to prepay any Borrowing of such Borrower in whole or in part,
subject to prior notice in accordance with paragraph (b) of this Section;
provided that no Borrower shall have the right to prepay any Competitive Loan
without the prior consent of the Lender thereof.

                  (b) The Borrowers shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of prepayment, or (ii) in
the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.,
New York City time, one Business Day before the date of prepayment. Each such
notice shall be irrevocable and shall specify the name of the Borrower, the
prepayment date and the principal amount of each Borrowing or portion thereof to
be prepaid; provided that, if a notice of prepayment is given in connection with
a conditional notice of termination of the Commitments as contemplated by
Section 2.07, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.07. Promptly following
receipt of any such notice relating to a Revolving Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof. Each partial prepayment
of any Revolving Borrowing shall be in an amount that would be permitted in the
case of an advance of a Revolving Borrowing of the same Type as provided in
Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably
to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied
by accrued interest to the extent required by Section 2.11.

                  (c) Upon the occurrence of either (i) a Change in Control, or
(ii) a Disposition of all or any substantial part of the assets of the Company
in connection with a reorganization of the Company and its Subsidiaries in
connection with the establishment of a mutual holding company, each Borrower
agrees that if requested by the Administrative Agent (acting at the request of
Lenders holding more than 50% of the aggregate principal amount of Loans
outstanding hereunder), such Borrower will promptly prepay each Loan, together
with accrued interest; provided that no prepayment of any Competitive Loan shall
be made without the prior consent of the Lender thereof.


                  SECTION 2.10. Fees.

                  (a) The Company agrees to pay to the Administrative Agent for
account of each Lender a facility fee, which shall accrue at the Applicable Rate
on the daily amount of the Commitment of such Lender (whether used or unused)
during the period from and including the date hereof to but excluding the date
on which such Commitment terminates; provided that, if such Lender continues to
have any Revolving Credit Exposure after its Commitment terminates,

                            364-Day Credit Agreement
<PAGE>   29
                                      -24-

then such facility fee shall continue to accrue on the daily amount of such
Lender's Revolving Credit Exposure from and including the date on which its
Commitment terminates to but excluding the date on which such Lender ceases to
have any Revolving Credit Exposure. Accrued facility fees shall be payable in
arrears on the last day of March, June, September and December of each year and
on the date on which the Commitments terminate, commencing on the first such
date to occur after the date hereof; provided that any facility fees accruing
after the date on which the Commitments terminate shall be payable on demand.
All facility fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day).

                  (b) Each Borrower agrees to pay to the Administrative Agent
for its own account a fee for each Competitive Bid Request submitted by such
Borrower under Section 2.04 in an amount equal to $2,500.

                  (c) The Borrowers agree to pay to the Administrative Agent,
for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrowers and the Administrative Agent.

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees, to the Lenders. Fees paid shall not be refundable
under any circumstances.

                  SECTION 2.11. Interest.

                  (a) The Loans comprising each ABR Borrowing shall bear
interest at the Alternate Base Rate.

                  (b) The Loans comprising each Eurodollar Borrowing shall bear
interest (i) in the case of a Eurodollar Revolving Loan, the Adjusted LIBO Rate
for the Interest Period in effect for such Borrowing plus the Applicable Rate,
or (ii) in the case of a Eurodollar Competitive Loan, the LIBO Rate for the
Interest Period in effect for such Borrowing plus (or minus, as applicable) the
Margin applicable to such Loan.

                  (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate
applicable to such Loan.

                  (d) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by either Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Loans as provided in paragraph (a) of this
Section.

                  (e) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Commitments; provided that (i) interest accrued pursuant
to paragraph (d) of this Section shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan (other than a

                            364-Day Credit Agreement
<PAGE>   30
                                      -25-

prepayment of an ABR Revolving Loan prior to the end of the Availability
Period), accrued interest on the principal amount repaid or prepaid shall be
payable on the date of such repayment or prepayment and (iii) in the event of
any conversion of any Eurodollar Revolving Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.

                  (f) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.

                  SECTION 2.12. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

                  (a) the Administrative Agent determines (which determination
shall be conclusive absent manifest error) that adequate and reasonable means do
not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as
applicable, for such Interest Period; or

                  (b) the Administrative Agent is advised by the Required
Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is
required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as
applicable, for such Interest Period will not adequately and fairly reflect the
cost to such Lenders (or Lender) of making or maintaining their Loans (or its
Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrowers and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the relevant Borrower and the Lenders
that the circumstances giving rise to such notice no longer exist, (i) any
Interest Election Request that requests the conversion of any Revolving
Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar
Borrowing shall be ineffective, (ii) if any Borrowing Request requests a
Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing
and (iii) any request by the relevant Borrower for a Eurodollar Competitive
Borrowing shall be ineffective; provided that (A) if the circumstances giving
rise to such notice do not affect all the Lenders, then requests by such
Borrower for Eurodollar Competitive Borrowings may be made to Lenders that are
not affected thereby and (B) if the circumstances giving rise to such notice
affect only one Type of Borrowings, then the other Type of Borrowings shall be
permitted.

                  SECTION 2.13. Increased Costs.

                  (a) If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by,

                            364-Day Credit Agreement
<PAGE>   31
                                      -26-

         any Lender (except any such reserve requirement reflected in the
         Adjusted LIBO Rate); or

                  (ii) impose on any Lender or the London interbank market any
         other condition affecting this Agreement or Eurodollar Loans or Fixed
         Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to reduce the amount of any
sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise), then the relevant Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender for such additional
costs incurred or reduction suffered.

                  (b) If any Lender determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender's or the capital or on the capital of such Lender's holding
company, if any, as a consequence of this Agreement or the Loans made to a level
below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time each Borrower will pay to such Lender,
as the case may be, such additional amount or amounts as will compensate such
Lender or such Lender's holding company for any such reduction suffered.

                  (c) A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the case
may be, as specified in paragraph (a) or (b) of this Section shall be delivered
to the relevant Borrower(s) and shall be conclusive absent manifest error. Such
Borrower(s) shall pay such Lender, as the case may be, the amount shown as due
on any such certificate within 10 days after receipt thereof.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that no Borrower shall be
required to compensate a Lender pursuant to this Section for any increased costs
or reductions incurred more than 90 days prior to the date that such Lender
notifies the relevant Borrower(s) of the Change in Law giving rise to such
increased costs or reductions and of such Lender's intention to claim
compensation therefor; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 270-day period
referred to above shall be extended to include the period of retroactive effect
thereof.

                  (e) Notwithstanding the foregoing provisions of this Section,
a Lender shall not be entitled to compensation pursuant to this Section in
respect of any Competitive Loan if the Change in Law that would otherwise
entitle it to such compensation shall have been publicly announced prior to
submission of the Competitive Bid pursuant to which such Loan was made.

                  SECTION 2.14. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan or Fixed Rate Loan other than on
the last day of an Interest Period applicable thereto (including, without
limitation, as a result of a mandatory

                            364-Day Credit Agreement
<PAGE>   32
                                      -27-

prepayment under Section 2.09(c) or an Event of Default), (b) the conversion of
any Eurodollar Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Revolving
Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.09(b) and is revoked in
accordance therewith), (d) the failure to borrow any Competitive Loan after
accepting the Competitive Bid to make such Loan, or (e) the assignment of any
Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by either Borrower pursuant
to Section 2.17, then, in any such event, the relevant Borrower shall compensate
each Lender for the loss, cost and expense attributable to such event. In the
case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be
deemed to include an amount determined by such Lender to be the excess, if any,
of (i) the amount of interest which would have accrued on the principal amount
of such Loan had such event not occurred, at the Adjusted LIBO Rate that would
have been applicable to such Loan, for the period from the date of such event to
the last day of the then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would have been the
Interest Period for such Loan), over (ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which such
Lender would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered
to the relevant Borrower and shall be conclusive absent manifest error. Such
Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.

                  SECTION 2.15. Taxes.

                  (a) Any and all payments by or on account of any obligation of
each Borrower hereunder shall be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; provided that if either Borrower shall
be required to deduct any Indemnified Taxes or Other Taxes from such payments,
then (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section) the Administrative Agent or Lender (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions and (iii)
such Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

                  (b) In addition, each Borrower shall pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable law.

                  (c) Each Borrower shall indemnify the Administrative Agent and
each Lender within 10 days after written demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of such Borrower hereunder (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the

                            364-Day Credit Agreement
<PAGE>   33
                                     -28-

amount of such payment or liability delivered to the relevant Borrower by a
Lender, or by the Administrative Agent on its own behalf or on behalf of a
Lender, shall be conclusive absent manifest error.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the relevant Borrower to a Governmental Authority, such
Borrower shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
relevant Borrower is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Agreement shall deliver to such
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law or reasonably requested by such Borrower as will
permit such payments to be made without withholding or at a reduced rate.

                  SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing
of Set-offs.

                  (a) Each Borrower shall make each payment required to be made
by it hereunder (whether of principal, interest or fees, or of amounts payable
under Section 2.13, 2.14 or 2.15, or otherwise) prior to noon, New York City
time, on the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the Administrative Agent at its offices at 270
Park Avenue, New York, New York, except that payments pursuant to Sections 2.13,
2.14, 2.15 and 9.03 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. All payments
hereunder shall be made in dollars.

                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal then due to such parties.

                  (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its

                            364-Day Credit Agreement
<PAGE>   34
                                      -29-

Revolving Loans and accrued interest thereon than the proportion received by any
other Lender, then the Lender receiving such greater proportion shall purchase
(for cash at face value) participations in the Revolving Loans of other Lenders
to the extent necessary so that the benefit of all such payments shall be shared
by the Lenders ratably in accordance with the aggregate amount of principal of
and accrued interest on their respective Revolving Loans; provided that (i) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by either Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans to any assignee
or participant, other than to the Company or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). Each Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against such Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Borrower in the amount of such participation.

                  (d) Unless the Administrative Agent shall have received notice
from the relevant Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that such Borrower
will not make such payment, the Administrative Agent may assume that such
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders, the amount due. In
such event, if such Borrower has not in fact made such payment, then each of the
Lenders, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender with interest thereon, for each
day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.05(b) or 2.16(d), then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof),
apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender's obligations under such Sections
until all such unsatisfied obligations are fully paid.

                  SECTION 2.17. Mitigation Obligations; Replacement of Lenders.

                  (a) If any Lender requests compensation under Section 2.13, or
if either Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
then such Lender shall, upon the request of such Borrower, use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.13 or 2.15, as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. Each Borrower hereby agrees to pay all

                            364-Day Credit Agreement
<PAGE>   35
                                     -30-

reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

                  (b) If any Lender (or any Participant in Loans made by such
Lender) requests compensation under Section 2.13, or if either Borrower is
required to pay any additional amount to any Lender (or any Participant in Loans
made by such Lender) or any Governmental Authority for account of any Lender (or
any Participant in Loans made by such Lender) pursuant to Section 2.15, or if
any Lender defaults in its obligation to fund Loans hereunder, then the Company
may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement
(other than any outstanding Competitive Loans held by it) to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Company shall have received the
prior written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans (other than Competitive
Loans), accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the relevant Borrower (in the case of all other
amounts) and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.13 or payments required to be made pursuant to
Section 2.15, such assignment will result in a reduction in such compensation or
payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Company to require such assignment
and delegation cease to apply.

                  SECTION 2.18. Extension of Maturity Date.

                  (a) The Company may, by notice to the Administrative Agent
(which shall promptly notify the Lenders) not less than 45 days and not more
than 60 days prior to the Maturity Date then in effect hereunder (the "Existing
Maturity Date"), request that the Lenders extend the Maturity Date for an
additional 364 days from the Consent Date (as defined below). Each Lender,
acting in its sole discretion, shall, by notice to the Company and the
Administrative Agent given on or before the date (herein, the "Consent Date")
that is 30 days prior to the Existing Maturity Date (except that, if such date
is not a Business Day, such notice shall be given on the next succeeding
Business Day), advise the Company and the Administrative Agent whether or not
such Lender agrees to such extension; provided that, if such Lender gives notice
of its consent to such extension prior to the Consent Date, such Lender may
revoke such consent at any time prior to the Consent Date by giving notice of
such revocation to the Company and the Administrative Agent; and provided
further that each Lender that determines not to extend the Maturity Date (a
"Non-extending Lender") shall notify the Administrative Agent (which shall
notify the Lenders) of such fact promptly after such determination (but in any
event no later than the Consent Date) and any Lender that does not advise the
Company on or before the Consent Date shall be deemed to be a Non-extending
Lender. The election of any Lender that does not advise the Company on or before
the Consent Date shall be deemed to be a Non-extending Lender. The election of
any Lender to agree to such extension shall not obligate any other Lender to so
agree.

                            364-Day Credit Agreement
<PAGE>   36
                                      -31-

                  (b) Subject to paragraph (c) of this Section, the Company
shall have the right on or before the Existing Maturity Date to replace each
Non-extending Lender with, and otherwise add to this Agreement, one or more
other lenders (which may include any Lender, each prior to the Existing Maturity
Date an "Additional Commitment Lender") with the approval of the Administrative
Agent (which approval shall not be unreasonably withheld), each of which
Additional Commitment Lenders shall have entered into an agreement in form and
substance satisfactory to the Company and the Administrative Agent pursuant to
which such Additional Commitment Lender shall, effective as of the Existing
Maturity Date, undertake a Commitment (and, if any such Additional Commitment
Lender is already a Lender, its Commitment shall be in addition to such Lender's
Commitment hereunder on such date).

                  (c) If (and only if) the total amount of the Commitments of
the Lenders and (without duplication) the Additional Commitment Lenders that
have agreed so to extend the Maturity Date shall be more than 50% of the
aggregate amount of the Commitments in effect immediately prior to the Consent
Date, then, effective as of the Existing Maturity Date, the Existing Maturity
Date shall be extended to the date falling 364 days after the Consent Date
(except that, if such date is not a Business Day, such Maturity Date as so
extended shall be the next preceding Business Day) and each Additional
Commitment Lender shall thereupon become a "Lender" for all purposes of this
Agreement.

                  Notwithstanding the foregoing, the extension of the Existing
Maturity Date shall not be effective with respect to any Lender unless:

                  (i) no Default shall have occurred and be continuing on each
         of the date of the notice requesting such extension, on the Consent
         Date and on the Existing Maturity Date;

                  (ii) each of the representations and warranties made by each
         of the Borrowers in Article III hereof shall be true and complete on
         and as of each of the date of the notice requesting such extension, the
         Consent Date and the Existing Maturity Date with the same force and
         effect as if made on and as of such date (or, if any such
         representation or warranty is expressly stated to have been made as of
         a specific date, as of such specific date); and

                  (iii) each Non-extending Lender shall have been paid in full
         by the Borrowers all amounts owing to such Lender hereunder on or
         before the Existing Maturity Date.

Even if the Existing Maturity Date is extended as aforesaid, the Commitment of
each Non-extending Lender shall terminate on the Existing Maturity Date.

                  SECTION 2.19. Increase in Commitments. The Company shall have
the right, so long as no Default shall have occurred and be continuing, without
the consent of any Lender (except as described in clause (i) below) but with the
consent of the Administrative Agent (which consent shall not be unreasonably
withheld), at any time prior to the Maturity Date, to increase the total
aggregate amount of the Commitments hereunder by (a) adding a lender or lenders
hereto with a Commitment or Commitments of up to the amount (or aggregate
amount) of such increase (which lender or lenders shall thereupon become
"Lenders" hereunder)

                            364-Day Credit Agreement
<PAGE>   37
                                      -32-

and/or (b) enabling any Lender or Lenders to increase its (or their) Commitment
(or Commitments) up to the amount of any such increase; provided that: (i) in no
event shall any Lender's Commitment be increased without the consent of such
Lender, (ii) if any Revolving Loans are outstanding hereunder on the date that
any such increase is to be effective, the principal amount of any such Revolving
Loans shall on or prior to the effectiveness of such increase, at the option of
the Borrowers, either (A) be repaid, together with accrued interest thereon and
any costs incurred by any Lender in accordance with Section 2.14 (but all such
Loans may, on the terms and conditions hereof, be reborrowed on the date that
any such increase becomes effective pro rata among all of the Lenders) or (B) be
converted into Competitive Loans with the same terms (including, without
limitation, interest rate) and maturity of such Revolving Loans, provided that
the Competitive Loans into which such Revolving Loans are converted shall
constitute a utilization of the Commitments, (iii) any such increase shall be in
an integral multiple of $50,000,000, (iv) in no event shall any increase result
in the total aggregate amount of the Commitments exceeding $1,250,000,000, (v)
no increase in Commitments contemplated by this Section 2.19 shall result in any
one Lender having a Commitment in an amount which equals more than 20% of the
aggregate amount of the Commitments hereunder, and (vi) no increase in
Commitments shall occur within 12 months of a reduction in the Commitments
pursuant to Section 2.07.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES


                  The Company represents and warrants to the Lenders that:

                  SECTION 3.01. Organization; Powers. The Company and each of
its Material Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Change, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

                  SECTION 3.02. Authorization; Enforceability. The Transactions
are within each Borrower's corporate powers and have been duly authorized by all
necessary corporate action. This Agreement and the Support Agreement have been
duly executed and delivered by each Borrower and each constitutes a legal, valid
and binding obligation of each Borrower, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

                  SECTION 3.03. Governmental Approvals; No Conflicts. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of either Borrower or any order of any Governmental
Authority, and (c) will not violate or result in a default under any indenture,
agreement or other instrument

                            364-Day Credit Agreement
<PAGE>   38
                                      -33-

binding upon either Borrower or its assets, or give rise to a right thereunder
to require any payment to be made by either Borrower.

                  SECTION 3.04. Financial Condition; No Material Adverse Change.

                  (a) The Company has heretofore furnished to the Lenders its
audited consolidated balance sheet and statements of earnings, equity and cash
flows (i) as of and for the fiscal year ended December 31, 1997, reported on by
Deloitte & Touche, LLP, independent public accountants. Such financial
statements present fairly, in all material respects, the financial position and
results of operations and cash flows of the Company and its consolidated
Subsidiaries, as of the date thereof and for such fiscal year, in accordance
with GAAP.

                  (b) The Company has heretofore furnished to each of the
Lenders the annual Statutory Statement of the Company as at and for the year
ended December 31, 1997, as filed with the Applicable Insurance Regulatory
Authority. Such Statutory Statement presents fairly, in all material respects,
the financial position and results of operations of the Company , as of the date
thereof and for such year, in accordance with SAP.

                  (c) Since December 31, 1997, there has been no material
adverse change in the business, assets, property, condition (financial or
otherwise) or prospects of the Company and its Subsidiaries taken as a whole
from that set forth in the respective financial statements referred to in
Section 3.04(a).

                  SECTION 3.05. Properties.

                  (a) The Company and each of its Material Subsidiaries has good
title to, or valid leasehold interests in, all its real and personal property
material to its business, except for minor defects in title that, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Change.

                  (b) The Company and each of its Material Subsidiaries owns, or
is licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and the use thereof by the
Company and its Material Subsidiaries does not infringe upon the rights of any
other Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Change.

                  SECTION 3.06. Litigation and Environmental Matters.

                  (a) There are no actions, suits or proceedings by or before
any arbitrator or Governmental Authority pending against or, to the knowledge of
the Company or Funding, threatened against or affecting the Company or any of
its Material Subsidiaries (i) as to which there is a reasonable possibility of
an adverse determination and that, if adversely determined, is reasonably
likely, individually or in the aggregate, to result in a Material Adverse Change
(other than the Disclosed Matters) or (ii) that involve this Agreement or the
Transactions.

                            364-Day Credit Agreement
<PAGE>   39
                                      -34-

                  (b) Except for the Disclosed Matters and except with respect
to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Change, neither the
Company nor any of its Material Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

                  SECTION 3.07. Compliance with Laws and Agreements. The Company
and each of its Material Subsidiaries is in compliance with all laws,
regulations and orders of any Governmental Authority applicable to it or its
property and all indentures, agreements and other instruments binding upon it or
its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Change. No Default has occurred and is continuing.

                  SECTION 3.08. Investment and Holding Company Status. Neither
the Company nor any of its Material Subsidiaries (other than Funding) is an
"investment company" as defined in, or subject to regulation under, the
Investment Company Act of 1940, and Funding is an "investment company" as
defined in such Act that is exempt from the requirements of such Act. Neither
the Company nor any of its Material Subsidiaries is a "holding company" as
defined in, or subject to regulation under, the Public Utility Holding Company
Act of 1935.

                  SECTION 3.09. Taxes. The Company and each of its Subsidiaries
has timely filed or caused to be filed all tax returns and reports required to
have been filed and has paid or caused to be paid all Taxes required to have
been paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which the Company or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected to result in a
Material Adverse Change.

                  SECTION 3.10. ERISA. Each Plan and, to the knowledge of the
Company, each Multiemployer Plan, is in compliance in all material respects
with, and has been administered in all material respects with, the applicable
provisions of ERISA, the Code and any other Federal or State law, and no ERISA
Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events for which liability is reasonably expected to
occur, could reasonably be expected to result in a Material Adverse Change.

                  SECTION 3.11. Disclosure. None of the reports, financial
statements, certificates or other information furnished by or on behalf of the
Company to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or delivered hereunder (as modified or
supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that (a) with respect to projected financial
information, the Company represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time, and (b)
the Company is considering selling its existing U.S. commercial finance
operations.

                            364-Day Credit Agreement
<PAGE>   40
                                      -35-

                  SECTION 3.12. Margin Stock. No part of the proceeds of any
Loan hereunder will be used, whether directly or indirectly, for any purpose
that entails a violation of any of the Regulations of the Board, including
Regulations U and X. Not more than 25% of the value (as determined by any
reasonable method) of the assets of either the Company or Funding is represented
by Margin Stock.

                  SECTION 3.13. Year 2000. Substantially all programming
required to handle all material dates and date processing, in and following the
year 2000, of (i) the Company's and each of its Material Subsidiaries' computer
systems and (ii) equipment containing embedded microchips (including systems and
equipment supplied by others or with which the Company's or such Material
Subsidiaries' systems interface) and the testing of all such systems and
equipment, as so reprogrammed, will be substantially completed by July 1, 1999.
The expected cost to the Company and its Material Subsidiaries of such
reprogramming and testing and of the reasonably foreseeable consequences of year
2000 to the Company and its Material Subsidiaries (including, without
limitation, reprogramming errors and the failure of others' systems or
equipment) is not anticipated to result in a Default or a Material Adverse
Change.


                                   ARTICLE IV

                                   CONDITIONS


                  SECTION 4.01. Effective Date. The obligations of the Lenders
to make Loans hereunder shall not become effective until the date on which each
of the following conditions is satisfied (or waived in accordance with Section
9.02):

                  (a) The Administrative Agent (or its counsel) shall have
received from each party hereto either (i) a counterpart of this Agreement
signed on behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of
this Agreement.

                  (b) The Administrative Agent shall have received an opinion,
addressed to it and the Lenders and dated the Effective Date, of Ruth R. Gluck,
Esq., Associate General Counsel to the Company and Assistant General Counsel to
Funding, substantially in the form of Exhibit B, and covering such other matters
relating to the Borrowers, this Agreement or the Transactions as the Required
Lenders shall reasonably request. The Borrowers hereby request such counsel to
deliver such opinion.

                  (c) The Administrative Agent shall have received an opinion,
addressed to it and the Lenders and dated the Effective Date, or Milbank, Tweed,
Hadley and McCloy, special New York counsel to Chase, substantially in the form
of Exhibit C. Chase hereby instructs such counsel to deliver such opinion to the
Lenders and the Administrative Agent.

                            364-Day Credit Agreement
<PAGE>   41
                                      -36-

                  (d) The Administrative Agent shall have received such
documents and certificates as the Administrative Agent, its counsel or any
Lender may reasonably request relating to the organization, existence and good
standing of each of the Borrowers, the authorization of the Transactions and any
other legal matters relating to the Borrowers, this Agreement or the
Transactions, all in form and substance satisfactory to the Administrative Agent
and its counsel.

                  (e) The Administrative Agent shall have received all fees and
other amounts due and payable on or prior to the Effective Date, including, to
the extent invoiced, reimbursement or payment of all out-of-pocket expenses
required to be reimbursed or paid by the Borrowers hereunder.

The Administrative Agent shall notify the Borrowers and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on April
28, 1998 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

                  SECTION 4.02. Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing, is subject to the satisfaction
of the following conditions:

                  (a) The representations and warranties of each of the
         Borrowers set forth in this Agreement (other than, after the Effective
         Date, in Section 3.04(c) and in Section 3.06) shall be true and correct
         on and as of the date of such Borrowing.

                  (b) At the time of and immediately after giving effect to such
         Borrowing, no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
each Borrower on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.


                                   ARTICLE V

                              AFFIRMATIVE COVENANTS


                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, each Borrower covenants and agrees with the Lenders that:

                  SECTION 5.01. Financial Statements and Other Information. The
Company will furnish to the Administrative Agent and each Lender:

                            364-Day Credit Agreement
<PAGE>   42
                                      -37-

                  (a) as soon as they are available but in any event within 120
         days after the end of each fiscal year of the Company, its audited
         consolidated balance sheet and related statements of earnings, equity
         and cash flows as of the end of and for such year, setting forth in
         each case in comparative form the figures for the previous fiscal year,
         all reported on by Deloitte & Touche, LLP or other independent public
         accountants of recognized national standing (without a "going concern"
         or like qualification or exception and without any qualification or
         exception as to the scope of such audit) to the effect that such
         consolidated financial statements present fairly in all material
         respects the financial condition and results of operations of the
         Company and its consolidated Subsidiaries on a consolidated basis in
         accordance with GAAP consistently applied;

                  (b) concurrently with any delivery of financial statements
         under clause (a) above or (except as to clause (ii) of this paragraph
         (b)) clause (c) or (d) below, a certificate of a Financial Officer of
         the Company (i) certifying as to whether a Default has occurred and, if
         a Default has occurred, specifying the details thereof and any action
         taken or proposed to be taken with respect thereto, (ii) setting forth
         reasonably detailed calculations demonstrating compliance with Section
         6.04 and (iii) stating whether any change in GAAP or SAP, as the case
         may be, or in the application thereof has occurred since the date of
         the financial statements referred to in Section 3.04 and, if any such
         change has occurred, specifying the effect of such change on the
         financial statements accompanying such certificate;

                  (c) within 5 days after filing with the Applicable Insurance
         Regulatory Authority and in any event within 60 days after the end of
         each year, the annual Statutory Statement of the Company for such year,
         certified by one of its Financial Officers as presenting fairly in all
         material respects the financial position of the Company for such year
         in accordance with SAP;

                  (d) within 5 days after filing with the Applicable Insurance
         Regulatory Authority and in any event within 60 days after the end of
         each of the first three quarterly periods of each year, the quarterly
         Statutory Statement of the Company for such period, certified by one of
         its Financial Officers as presenting fairly in all material respects
         the financial position of the Company for such period in accordance
         with SAP; and

                  (e) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of the Company or any of its Subsidiaries, or compliance with
         the terms of this Agreement, as the Administrative Agent or any Lender
         may reasonably request.

                  SECTION 5.02. Notices of Defaults. The Borrowers will furnish
to the Administrative Agent and each Lender prompt written notice of the
occurrence of any Default. Each such notice shall be accompanied by a statement
of a Financial Officer or other executive officer of the Company setting forth
the details of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto.

                            364-Day Credit Agreement
<PAGE>   43
                                      -38-

                  SECTION 5.03. Existence; Conduct of Business. The Company
will, and will cause each of its Material Subsidiaries to, do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence and the rights, licenses, permits, privileges and franchises
material to the conduct of its business; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation, dissolution or other
transaction permitted under Section 6.02.

                  SECTION 5.04. Payment of Obligations. The Company will, and
will cause each of its Material Subsidiaries to, pay its obligations, including
Tax liabilities, that, if not paid, could result in a Material Adverse Change
before the same shall become delinquent or in default, except where (a) the
validity or amount thereof is being contested in good faith by appropriate
proceedings, (b) the Company or such Material Subsidiary has set aside on its
books adequate reserves with respect thereto in accordance with GAAP and (c) the
failure to make payment pending such contest could not reasonably be expected to
result in a Material Adverse Change.

                  SECTION 5.05. Maintenance of Properties; Insurance. The
Company will, and will cause each of its Material Subsidiaries to, (a) keep and
maintain all property material to the conduct of its business in good working
order and condition, ordinary wear and tear excepted, and (b) maintain, with
financially sound and reputable insurance companies, insurance in such amounts
and against such risks as are customarily maintained by companies engaged in the
same or similar businesses operating in the same or similar locations.

                  SECTION 5.06. Books and Records; Inspection Rights. The
Company will, and will cause each of its Material Subsidiaries to, keep proper
books of record and account in which full, true and correct entries are made of
all dealings and transactions in relation to its business and activities. The
Company will, and will cause each of its Material Subsidiaries to, permit any
representative designated by the Administrative Agent (and, if a Default shall
have occurred and be continuing, any representatives designated by any Lender),
upon reasonable prior notice, to visit and inspect its properties, to examine
and make extracts from its books and records, and to discuss its affairs,
finances and condition with its officers and independent accountants, all at
such reasonable times and as often as reasonably requested.

                  SECTION 5.07. Compliance with Laws. The Company will, and will
cause each of its Material Subsidiaries to, comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Change.

                  SECTION 5.08. Use of Proceeds. The proceeds of the Loans will
be used only for general corporate purposes (including the back-up of commercial
paper) of the Company and its Subsidiaries in the ordinary course of business;
provided that no part of the proceeds of any Loan will be used, whether directly
or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations U and X; provided further that
no part of the proceeds of any Loan will be used, whether directly or
indirectly, to acquire the capital stock or business of any other Person without
the consent of such Person; and

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                                      -39-

provided further that neither the Administrative Agent nor any Lender shall have
any responsibility as to the use of any such proceeds.

                  SECTION 5.09. Support Agreement. The Borrowers will maintain
the Support Agreement in full force and effect, and comply with the provisions
thereof, and will not modify, supplement or waive any of its provisions without
the prior consent of the Administrative Agent (with the approval of the Required
Lenders); provided that any modification, supplement or waiver that reduces or
impairs the support provided to Funding shall require the approval of all
Lenders.


                                   ARTICLE VI

                               NEGATIVE COVENANTS


                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full, each Borrower covenants and agrees with the Lenders that:

                  SECTION 6.01. Liens. Neither Borrower will create, incur,
assume or permit to exist any Lien on any property or asset now owned or
hereafter acquired by it, or assign or sell any income or revenues (including
accounts receivable) or rights in respect of any thereof, except:

                  (a)  Permitted Encumbrances;

                  (b) any Lien existing on any property or asset prior to the
         acquisition thereof by such Borrower; provided that (i) such Lien is
         not created in contemplation of or in connection with such acquisition,
         (ii) such Lien shall not apply to any other property or assets of such
         Borrower, and (iii) such Lien shall secure only those obligations which
         it secures on the date of such acquisition;

                  (c) Liens on assets acquired, constructed or improved by such
         Borrower; provided that (i) such security interests and the
         Indebtedness secured thereby are incurred prior to or within 360 days
         after such acquisition or the completion of such construction or
         improvement, (ii) the Indebtedness secured thereby does not exceed the
         cost of acquiring, constructing or improving such assets, and (iii)
         such security interests shall not apply to any other property or assets
         of such Borrower;

                  (d) Liens on any property or assets of any Person existing at
         the time such Person is merged or consolidated with or into such
         Borrower and not created in contemplation of such event;

                  (e) Liens on any real property securing Indebtedness in
         respect of which (i) the recourse of the holder of such Indebtedness
         (whether direct or indirect and whether contingent or otherwise) under
         the instrument creating the Lien or providing for the

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                                      -40-

         Indebtedness secured by the Lien is limited to such real property
         directly securing such Indebtedness and (ii) such holder may not under
         the instrument creating the Lien or providing for the Indebtedness
         secured by the Lien collect by levy of execution or otherwise against
         assets or property of such Borrower (other than such real property
         directly securing such Indebtedness) if such Borrower fails to pay such
         Indebtedness when due and such holder obtains a judgement with respect
         thereto;

                  (f) Liens arising out of Securities Transactions entered into
         in the ordinary course of business and on ordinary business terms;

                  (g)  Liens arising out of Asset Securitizations;

                  (h)  Liens on Separate Accounts Assets;

                  (i) Liens arising out of the ordinary course of the Company's
         business that do not secure any Indebtedness; provided that the
         obligations of the Company secured such Liens shall not exceed
         $2,000,000,000 at any one time outstanding;

                  (j) Liens not otherwise permitted by the foregoing clauses of
         this Section 6.01; provided that the aggregate principal amount of the
         Indebtedness secured such Liens shall not exceed $3,000,000,000 at any
         one time outstanding; and

                  (k) any extension, renewal or replacement of the foregoing;
         provided that the Liens permitted hereunder shall not be spread to
         cover any additional Indebtedness or assets (other than a substitution
         of like assets) unless such additional Indebtedness or assets would
         have been permitted in connection with the original creation,
         incurrence or assumption of such Lien.

                  SECTION 6.02. Fundamental Changes

                  (a) Neither Borrower will merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it,
or sell, transfer, lease or otherwise dispose of (in one transaction or in a
series of transactions) all or any substantial part of its assets (excluding
assets sold or disposed of in the ordinary course of business), or (in the case
of the Company) all or any substantial part of the stock of Funding (in each
case, whether now owned or hereafter acquired), or liquidate or dissolve;
provided that, if at the time thereof and immediately after giving effect
thereto no Default shall have occurred and be continuing (i) any Subsidiary of
the Company may merge into the Company in a transaction in which the Company is
the surviving corporation, (ii) Funding may sell, transfer, lease or otherwise
dispose of its assets to the Company, (iii) the Company may sell, transfer,
lease or otherwise dispose of (a "Disposition") any of its assets (other than
any substantial part of the stock of Funding) so long as (x) the Net Available
Proceeds of such Disposition, together with the Net Available Proceeds of all
prior Dispositions since the date hereof, shall not exceed an aggregate amount
equal to 50% of Net Worth as set out in the most recent consolidated financial
statements of the Company delivered pursuant to Section 3.04(a) or Section
5.01(a), as the case may be, prior to such Disposition, or (y) such Disposition
occurs in connection with the reorganization of the

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                                      -41-

Company and its Subsidiaries in connection with the establishment of a mutual
holding company, (iv) the Company may merge or consolidate with any other Person
if the Company is the surviving corporation, (v) the Company may demutualize,
and (vi) in addition to any Dispositions permitted under clause (iii), the
Company may sell its existing U.S. commercial finance operations and its
existing Canadian operations.

                  (b) The Company will not, and will not permit any of its
Material Subsidiaries to, engage to any material extent in any business other
than (i) businesses of the type conducted by the Company and its Material
Subsidiaries on the date of execution of this Agreement and businesses
reasonably related thereto or (ii) the business of providing financial services.

                  SECTION 6.03. Transactions with Affiliates. The Company will
not, and will not permit any of its Material Subsidiaries to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) in the ordinary course of
business at prices and on terms and conditions not less favorable to the Company
or such Material Subsidiary than could be obtained on an arm's-length basis from
unrelated third parties, and (b) transactions between or among the Company and
its wholly-owned Subsidiaries not involving any other Affiliate.

                  SECTION 6.04. Net Worth. The Company will not, at any time,
permit Net Worth to be less than $8,500,000,000.


                                  ARTICLE VII

                                EVENTS OF DEFAULT



                  If any of the following events ("Events of Default") shall
occur:

                  (a) either Borrower shall fail to pay any principal of any
         Loan when and as the same shall become due and payable, whether at the
         due date thereof or at a date fixed for prepayment thereof or
         otherwise;

                  (b) either Borrower shall fail to pay any interest on any Loan
         or any fee or any other amount (other than an amount referred to in
         clause (a) of this Article) payable under this Agreement, when and as
         the same shall become due and payable, and such failure shall continue
         unremedied for a period of five or more Business Days;

                  (c) any representation or warranty made or deemed made by or
         on behalf of the Company or any of its Material Subsidiaries in or in
         connection with this Agreement or any amendment or modification hereof
         or waiver hereunder, or in any report, certificate, financial statement
         or other document furnished pursuant to or in connection with this
         Agreement or any amendment or modification hereof or waiver hereunder,
         shall prove to have been incorrect in any material respect when made or
         deemed made;

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<PAGE>   47
                                      -42-

                  (d) either Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in Section 5.02, 5.03 (with
         respect to such Borrower's existence), 5.08 or 5.09 or in Article VI;

                  (e) either Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in this Agreement (other
         than those specified in clause (a), (b) or (d) of this Article), and
         such failure shall continue unremedied for a period of 30 days after
         notice thereof from the Administrative Agent to the relevant Borrower
         (which notice will be given at the request of any Lender);

                  (f) the Company or any of its Material Subsidiaries shall fail
         to make any payment (whether of principal or interest and regardless of
         amount) in respect of any Material Indebtedness, when and as the same
         shall become due and payable;

                  (g) any event or condition occurs that results in any Material
         Indebtedness becoming due prior to its scheduled maturity or that
         enables or permits (with or without the giving of notice, the lapse of
         time or both) the holder or holders of any Material Indebtedness or any
         trustee or agent on its or their behalf to cause any Material
         Indebtedness to become due, or to require the prepayment, repurchase,
         redemption or defeasance thereof, prior to its scheduled maturity;
         provided that this clause (g) shall not apply to secured Indebtedness
         that becomes due as a result of the voluntary sale or transfer of the
         property or assets securing such Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of the Company or any of its
         Material Subsidiaries or its debts, or of a substantial part of its
         assets, under any Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law now or hereafter in effect or (ii) the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Company or any or its Material
         Subsidiaries or for a substantial part of its assets, and, in any such
         case, such proceeding or petition shall continue undismissed for 60
         days or an order or decree approving or ordering any of the foregoing
         shall be entered;

                  (i) the Company or any of its Material Subsidiaries shall (i)
         voluntarily commence any proceeding or file any petition seeking
         liquidation, reorganization or other relief under any Federal, state or
         foreign bankruptcy, insolvency, receivership or similar law now or
         hereafter in effect, (ii) consent to the institution of, or fail to
         contest in a timely and appropriate manner, any proceeding or petition
         described in clause (h) of this Article, (iii) apply for or consent to
         the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Company or any or its Material
         Subsidiaries or for a substantial part of its assets, (iv) file an
         answer admitting the material allegations of a petition filed against
         it in any such proceeding, (v) make a general assignment for the
         benefit of creditors or (vi) take any action for the purpose of
         effecting any of the foregoing;

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<PAGE>   48
                                      -43-

                  (j) the Company or any of its Material Subsidiaries shall
         become unable, admit in writing or fail generally to pay its debts as
         they become due;

                  (k) one or more judgments for the payment of money in an
         aggregate amount in excess of $200,000,000 (or its equivalent in any
         other currency) shall be rendered against the Company, any Material
         Subsidiary of the Company or any combination thereof and the same shall
         remain undischarged for a period of 30 consecutive days during which
         execution shall not be effectively stayed; or

                  (l) an ERISA Event shall have occurred that, in the opinion of
         the Required Lenders, when taken together with all other ERISA Events
         that have occurred, could reasonably be expected to result in liability
         of the Company and its Material Subsidiaries in an aggregate amount
         exceeding $100,000,000 in any year;

then, and in every such event (other than an event with respect to either
Borrower described in clause (h) or (i) of this Article), and at any time
thereafter during the continuance of such event, (A) the Administrative Agent
may, and at the request of the Required Lenders shall, by notice to the
Borrowers, terminate the Commitments, and thereupon the Commitments shall
terminate immediately, and (B) the Administrative Agent may, and at the request
of the Lenders holding more than 50% of the aggregate outstanding principal
amount of the Loans shall, by notice to the Borrowers, declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other
obligations of the Borrowers accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers; and in case of any event with
respect to either Borrower described in clause (h) or (i) of this Article, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrowers accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers.


                                  ARTICLE VIII

                                     AGENTS


                  SECTION 8.01. Administrative Agent.

                  (a) Each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.

                  (b) The Person serving as the Administrative Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other
Lender and may exercise the

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<PAGE>   49
                                      -44-

same as though it were not the Administrative Agent, and such Person and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with the Company or any Subsidiary or other Affiliate thereof
as if it were not the Administrative Agent hereunder.

                  (c) The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein. Without limiting the
generality of the foregoing (a) the Administrative Agent shall not be subject to
any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 9.02), and (c) except as expressly set
forth herein, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Company or any of its Subsidiaries that is communicated to or obtained by the
Person serving as Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or wilful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to the Administrative Agent by the Borrowers or a Lender, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made by any other Person in or in
connection with this Agreement, (ii) the contents of any certificate, report or
other document delivered hereunder or in connection herewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other agreement, instrument or document, or
(v) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

                  (d) The Administrative Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
reasonably believed by it to be genuine and to have been signed or sent by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to be made by the proper Person,
and shall not incur any liability for relying thereon. The Administrative Agent
may consult with legal counsel (who may be counsel for the Borrowers),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

                  (e) The Administrative Agent may perform any and all its
duties and exercise its rights and powers by or through any one or more
sub-agents appointed by the Administrative Agent. The Administrative Agent and
any such sub-agent may perform any and all its duties and exercise its rights
and powers through their respective Related Parties. The exculpatory

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                                      -45-

provisions of the preceding paragraphs shall apply to any such sub-agent and to
the Related Parties of the Administrative Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities as
Administrative Agent.

                  (f) Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Borrowers. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Borrowers, to appoint a successor. If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank with an office in New York,
New York, or an Affiliate of any such bank. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Borrowers to a successor Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed between the
Borrowers and such successor. After the Administrative Agent's resignation
hereunder, the provisions of this Section 8.01 and Section 9.03 shall continue
in effect for the benefit of such retiring Administrative Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while it was acting as Administrative Agent.

                  (g) Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.

                  SECTION 8.02. Syndication Agent and Co-Arranger. The
Syndication Agent and Co-Arranger named on the cover page of this Agreement, in
its capacity as such, shall have no obligation, responsibility or required
performance hereunder and shall not become liable in any manner to any party
hereto. No party hereto shall have any obligation or liability, or owe any
performance, hereunder, to the Syndication Agent and Co-Arranger in its capacity
as such.

                  SECTION 8.03. Documentation Agents. The Documentation Agents
named on the cover page of this Agreement, in their capacities as such, shall
have no obligation, responsibility or required performance hereunder and shall
not become liable in any manner to any party hereto. No party hereto shall have
any obligation or liability, or owe any performance, hereunder, to the
Documentation Agents, in their capacities as such.

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                                      -46-

                                   ARTICLE IX

                                  MISCELLANEOUS


                  SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (a) if to the Company or Funding, to it at 1 Madison Avenue,
         New York, NY 10010, Attention of William J. Wheeler, Senior Vice
         President and Treasurer (Telecopy No. (212) 578-0266), with a copy to
         the Company, 1 Madison Avenue, New York, NY 10010, Attention of William
         H. Nugent, Assistant Vice President (Telecopy No. (212) 578-8321);

                  (b) if to the Administrative Agent, to The Chase Manhattan
         Bank, The Loan & Agency Services Group, One Chase Manhattan Plaza, 8th
         Floor, New York, New York, 10081, Attention of Laura Rebecca (Telecopy
         No. (212) 552-7490), with a copy to The Chase Manhattan Bank, 270 Park
         Avenue, 20th Floor, New York, New York 10017, Attention of Heather A.
         Lindstrom (Telecopy No. (212) 270-0670); and

                  (c) if to any Lender, to it at its address (or telecopy
         number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

                  SECTION 9.02. Waivers; Amendments.

                  (a) No failure or delay by the Administrative Agent or any
Lender in exercising any right or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by the Borrowers therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent or any Lender may have
had notice or knowledge of such Default at the time.

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                                      -47-

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrowers and the Required Lenders or by the
Borrowers and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby, (iii)
postpone the scheduled date of payment of the principal amount of any Loan, or
any interest thereon, or any fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender affected thereby,
(iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata
sharing of payments required thereby, without the written consent of each
Lender, or (v) change any of the provisions of this Section or the definition of
"Required Lenders" or any other provision hereof specifying the number or
percentage of Lenders required to waive, amend or modify any rights hereunder or
make any determination or grant any consent hereunder, without the written
consent of each Lender; provided further that no such agreement shall amend,
modify or otherwise affect the rights or duties of the Administrative Agent
hereunder without the prior written consent of the Administrative Agent.

                  SECTION 9.03. Expenses; Indemnity: Damage; Waiver.

                  (a) The Company shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of this Agreement or any amendments,
modifications or waivers of the provisions hereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), and (ii) all
out-of-pocket expenses incurred by the Administrative Agent or any Lender,
including the fees, charges and disbursements of any counsel for the
Administrative Agent or any Lender, in connection with the enforcement or
protection of its rights in connection with this Agreement, including its rights
under this Section, or in connection with the Loans made hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans.

                  (b) The Company shall indemnify the Administrative Agent and
each Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an "Indemnitee") against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the use or proposed use of the proceeds of any Loan,
or (ii) any actual or prospective claim, litigation, investigation or proceeding
relating thereto, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses resulted from the gross
negligence or wilful misconduct of such Indemnitee.

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                                      -48-

                  (c) To the extent that the Company fails to pay any amount
required to be paid by it to the Administrative Agent under paragraph (a) or (b)
of this Section, each Lender severally agrees to pay to the Administrative Agent
such Lender's Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent, in its capacity as such.

                  (d) To the extent permitted by applicable law, the Borrowers
shall not assert, and each Borrower hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the Transactions, any Loan or the use of the
proceeds thereof.

                  (e) All amounts due under this Section shall be payable not
later than 10 days after written demand therefor.

                  SECTION 9.04. Successors and Assigns.

                  (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrowers may not assign or otherwise
transfer any of their respective rights or obligations hereunder without the
prior written consent of each Lender (and any attempted assignment or transfer
by either Borrower without such consent shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

                  (b) Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Company and the Administrative Agent must give their prior written
consent to such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Affiliate of a Lender
or an assignment of the entire remaining amount of the assigning Lender's
Commitment, the amount of the Commitment of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than $5,000,000 unless each of the Company and the Administrative Agent
otherwise consent, (iii) each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement, except that this clause (iii) shall not apply to rights in
respect of outstanding Competitive Loans, (iv) the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and
Acceptance, together with a processing and recordation fee of $3,500, and (v)
the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire; provided further that any consent of the

                            364-Day Credit Agreement
<PAGE>   54
                                      -49-

Company otherwise required under this paragraph shall not be required if an
Event of Default under clause (h) or (i) of Article VII has occurred and is
continuing. Subject to acceptance and recording thereof pursuant to paragraph
(d) of this Section, from and after the effective date specified in each
Assignment and Acceptance the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
2.13, 2.14, 2.15 and 9.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (e) of
this Section.

                  (c) The Administrative Agent, acting for this purpose as an
agent of the Borrowers, shall maintain at one of its offices in the City of New
York a copy of each Assignment and Acceptance delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount of the Loans owing to, each Lender pursuant to the
terms hereof from time to time (the "Register"). The entries in the Register
shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders
may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrowers and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.

                  (d) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

                  (e) Any Lender may, without the consent of the Borrowers or
the Administrative Agent, sell participations to one or more banks or other
entities (a "Participant") in all or a portion of such Lender's rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); provided that (i) such Lender's obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrowers, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or

                            364-Day Credit Agreement
<PAGE>   55
                                      -50-

instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the
first proviso to Section 9.02(b) that affects such Participant. Subject to
paragraph (f) of this Section, each Borrower agrees that each Participant shall
be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 9.08 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.16(c) as
though it were a Lender.

                  (f) A Participant shall not be entitled to receive any greater
payment under Section 2.13 or 2.15 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Company's prior written consent. A Participant that would be a Foreign Lender if
it were a Lender shall not be entitled to the benefits of Section 2.15 unless
the Company is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrowers, to comply with Section
2.15(e) as though it were a Lender.

                  (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                  (h) Anything in this Section to the contrary notwithstanding,
no Lender may assign or participate any interest in any Loan held by it
hereunder to the Company or any Affiliate or Subsidiary thereof without the
prior written consent of each Lender.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Borrowers herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Commitments or the termination of
this Agreement or any provision hereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a

                            364-Day Credit Agreement
<PAGE>   56
                                      -51-

single contract. This Agreement and any separate letter agreements with respect
to fees payable to the Administrative Agent constitute the entire contract among
the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the subject
matter hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

                  SECTION 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, 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 and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of the relevant Borrower against any of and all the obligations of such Borrower
now or hereafter existing under this Agreement held by such Lender, irrespective
of whether or not such Lender shall have made any demand under this Agreement
and although such obligations may be unmatured. The rights of each Lender under
this Section are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.

                  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
of Process.

                  (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                  (b) Each Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent
or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement against the Borrowers or their respective properties in the
courts of any jurisdiction.

                            364-Day Credit Agreement
<PAGE>   57
                                      -52-

                  (c) Each Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12. Confidentiality. Each of the Administrative
Agent and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Company
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Company. For the purposes of this Section, "Information" means
all information received from the Company relating to the Company or its
business, other than any such

                            364-Day Credit Agreement
<PAGE>   58
                                      -53-

information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by the Company; provided that, in the
case of information received from the Company after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

                  SECTION 9.13. Bilateral Lines. On the date of the execution
and delivery of this Agreement by the parties hereto, any existing bilateral
line of credit provided by any Lender to either or both of the Borrowers shall
automatically terminate and all fees payable to such Lender in connection
therewith accrued to such date shall immediately be due and payable.


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


                               METROPOLITAN LIFE INSURANCE COMPANY


                               By /s/ William J. Wheeler
                                  ----------------------------------------------
                               Title: Senior Vice President and Treasurer


                               METLIFE FUNDING, INC.


                               By /s/ William H. Nugent
                                  ----------------------------------------------
                               Title: Vice President and Treasurer


                               THE CHASE MANHATTAN BANK,
                                 individually and as
                                 Administrative Agent,


                               By /s/ Heather A. Lindstrom
                                  ----------------------------------------------
                               Title: Vice President

                            364-Day Credit Agreement
<PAGE>   59
                                      -54-

                               CREDIT SUISSE FIRST BOSTON


                               By /s/ Jay Chall
                                  ----------------------------------------------
                               Title: Director


                               By /s/ Robert N. Finney
                                  ----------------------------------------------
                               Title: Managing Director


                               THE BANK OF NEW YORK


                               By /s/ Joseph M. Morgan
                                  ----------------------------------------------
                               Title: Vice President


                               CITIBANK, N.A.


                               By /s/ Laughton Sherman
                                  ----------------------------------------------
                               Title: Attorney-in-Fact


                               BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                               By /s/ John Beckwith
                                  ----------------------------------------------
                               Title: Vice President


                               THE FIRST NATIONAL BANK OF CHICAGO


                               By /s/ Samuel W. Bridges
                                  ----------------------------------------------
                               Title: First Vice President

                            364-Day Credit Agreement
<PAGE>   60
                                      -55-

                               FIRST UNION NATIONAL BANK


                               By /s/ Gail M. Golightly
                                  ----------------------------------------------
                               Title: Senior Vice President


                               FLEET NATIONAL BANK


                               By /s/ Vijay J. Nazareth
                                  ----------------------------------------------
                               Title: Vice President


                               MELLON BANK, N.A.


                               By /s/ Susan M. Whitewood
                                  ----------------------------------------------
                               Title: Vice President


                               BANCO SANTANDER


                               By /s/ Valerie Merrin
                                  ----------------------------------------------
                               Title: Vice President


                               By /s/ D. Rodriguez
                                  ----------------------------------------------
                               Title: Vice President


                               BANK OF AMERICA NATIONAL
                                 TRUST AND SAVINGS ASSOCIATION


                               By /s/ Elizabeth W. F. Bishop
                                  ----------------------------------------------
                               Title: Vice President

                            364-Day Credit Agreement
<PAGE>   61
                                      -56-

                               BANKBOSTON, N.A.


                               By /s/ Lawrence C. Bigelow
                                  ----------------------------------------------
                               Title: Managing Director


                               DEUTSCHE BANK


                               By /s/ Eckard Osenberg
                                  ----------------------------------------------
                               Title: Vice President


                               By /s/ John S. McGill
                                  ----------------------------------------------
                               Title: Vice President


                               NATIONSBANK OF TEXAS, N.A.


                               By /s/ Jim V. Miller
                                  ----------------------------------------------
                               Title: Senior Vice President


                               STATE STREET BANK AND TRUST COMPANY

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


                               SUNTRUST BANK, ATLANTA


                               By /s/ David Wisdom
                                  ----------------------------------------------
                               Title: Group Vice President


                               By /s/ Laura G. Harrison
                                  ----------------------------------------------
                               Title: Assistant Vice President

                            364-Day Credit Agreement
<PAGE>   62
                                      -57-

                               WACHOVIA BANK


                               By /s/ Terence A. Snellings
                                  ----------------------------------------------
                               Title: Senior Vice Presidents


                               BARCLAYS BANK


                               By /s/ Karen M. Wagner
                                  ----------------------------------------------
                               Title: Associate Director


                               KEY BANK NATIONAL ASSOCIATION


                               By /s/ Sharon F. Weinstein
                                  ----------------------------------------------
                               Title: Vice President


                               NORTHERN TRUST COMPANY


                               By /s/ Marcia P. Saper
                                  ----------------------------------------------
                               Title: Vice President


                               ISTITUTO BANCARIO SAN PAOLO DI
                                 TORINO S.P.A.


                               By /s/ Wendell Jones
                                  ----------------------------------------------
                               Title: Vice President


                               By /s/ Ettore Viazzo
                                  ----------------------------------------------
                               Title: Vice President

                            364-Day Credit Agreement
<PAGE>   63
                                      -58-

                               U.S. BANK NATIONAL ASSOCIATION


                               By /s/ Allen G. Highum
                                  ----------------------------------------------
                               Title: Vice President


                               BANK OF MONTREAL


                               By /s/ Charles W. Reed
                                  ----------------------------------------------
                               Title: Director


                               BANK ONE TEXAS, N.A.


                               By /s/ Barry J. Fields
                                  ----------------------------------------------
                               Title: Vice President


                               BANKERS TRUST COMPANY


                               By /s/ Vincent J. Abruzzini
                                  ----------------------------------------------
                               Title: Managing Director


                               BANQUE NATIONALE DE PARIS


                               By /s/ Frances A. Melville
                                  ----------------------------------------------
                               Title: Assistant Treasurer


                               By /s/ Riva L. Howard
                                  ----------------------------------------------
                               Title: Vice President

                            364-Day Credit Agreement
<PAGE>   64
                                      -59-

                               DEN DANSKE BANK AKTIESELSKAB
                                 CAYMAN ISLANDS BRANCH


                               By /s/ John A. O'Neill
                                  ----------------------------------------------
                               Title: Vice President


                               By /s/ Sonia Kataria
                                  ----------------------------------------------
                               Title: Vice President


                               PNC BANK NATIONAL ASSOCIATION


                               By /s/ Eileen McDonald
                                  ----------------------------------------------
                               Title: Vice President

                            364-Day Credit Agreement
<PAGE>   65
                                                                   SCHEDULE 3.06


                                DISCLOSED MATTERS

                               [See Section 3.06]

                  The Company is currently a defendant in numerous state and
federal lawsuits (including individual suits and putative class actions) raising
allegations of improper marketing of individual life insurance. Litigation
seeking compensatory and/or punitive damages relating to the marketing by the
Company of individual life insurance (including putative class and individual
actions) continues to be brought by or on behalf of policyholders and others.
These cases, most of which are in the early stages of litigation, seek
substantial damages, including in some cases claims for punitive and treble
damages and attorneys' fees, and raise, among other claims, allegations that
individual life insurance policies were improperly sold in replacement
transactions or with inadequate or inaccurate disclosure as to the period for
which premiums would be payable, or were misleadingly sold as savings or
retirement plans. Putative classes have been certified, conditionally or subject
to appeal, in state court actions covering certain policyholders in California
and West Virginia; class certification has been denied in a state court action
in Ohio thus far. A number of the federal cases alleging improper marketing of
individual life insurance have been consolidated in the united States District
Court for the Western District of Pennsylvania and the United States District
Court in Massachusetts for pretrial proceedings. Additional litigation relating
to the Company's marketing of individual life insurance may be commenced in the
future. The Company is vigorously defending itself in these actions.

                  Regulatory authorities in a small number of states, including
both insurance departments and attorneys general, have ongoing investigations of
the Company's sales of individual life insurance, including investigations of
alleged improper replacement transactions and alleged improper sales of
insurance with inaccurate or inadequate disclosure as to the period for which
premiums would be payable. In addition, an investigation by the Office of the
United States Attorney for the Middle District of Florida, which commenced in
1994, into certain of the retirement and savings plan selling allegations that
had been a subject of regulatory inquiries, has not been closed.

                  In addition to the foregoing matters, the Company is a
defendant in a large number of asbestos lawsuits relating to allegations
regarding certain research, advice and publication activity that occurred
decades ago. While the Company believes that it has significant defenses to
these claims and has effected settlements in many of these cases and has
prevailed in certain cases, it is not possible to predict the number of such
cases that may be brought or the aggregate amount of any liability that may
ultimately be incurred by the Company.

                  Various litigation, claims and assessments against the
Company, in addition to the aforementioned and those otherwise provided for in
the Company's financial statements, have arisen in the course of the Company's
business, including in connection with its activities as an

                        Schedule 3.06 - Disclosed Matters
<PAGE>   66
                                      -2-

insurer, employer, investor and taxpayer. Further, state insurance regulatory
authorities and other state authorities regularly make inquiries and conduct
investigations concerning the Company's compliance with applicable insurance and
other laws and regulations.

                  In certain of the matters referred to above, very large and/or
indeterminate amounts, including punitive and treble damages, are sought. While
it is not feasible to predict or determine the ultimate outcome of all pending
investigations and legal proceedings or to make a meaningful estimate of the
amount or range of loss that could result from an unfavorable outcome in all
such matters, it is the opinion of the Company's management that their outcome,
after consideration of the provisions made in the Company's financial
statements, is not likely to have a material adverse effect on the Company's
financial position.

                        Schedule 3.06 - Disclosed Matters
<PAGE>   67
                                                                       EXHIBIT A

                                    [FORM OF]

                            ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the Credit Agreement dated as of April
27, 1998 (as amended and in effect on the date hereof, the "Credit Agreement"),
among Metropolitan Life Insurance Company, MetLife Funding, Inc.; the Lenders
named therein and The Chase Manhattan Bank, as Administrative Agent for the
Lenders. Terms defined in the Credit Agreement are used herein with the same
meanings.

                  The Assignor named on the reverse hereof hereby sells and
assigns, without recourse, to the Assignee named on the reverse hereof, and the
Assignee hereby purchases and assumes, without recourse, from the Assignor,
effective as of the Assignment Date set forth on the reverse hereof, the
interests set forth on the reverse hereof (the "Assigned Interest") in the
Assignor's rights and obligations under the Credit Agreement, including, without
limitation, the interests set forth on the reverse hereof in the Commitment of
the Assignor on the Assignment Date and Competitive Loans and Revolving Loans
owing to the Assignor which are outstanding on the Assignment Date, excluding
accrued interest and fees to and excluding the Assignment Date. The Assignee
hereby acknowledges receipt of a copy of the Credit Agreement. From and after
the Assignment Date (i) the Assignee shall be a party to and be bound by the
provisions of the Credit Agreement and, to the extent of the Assigned Interest,
have the rights and obligations of a Lender thereunder and (ii) the Assignor
shall, to the extent of the Assigned Interest, relinquish its rights and be
released from its obligations under the Credit Agreement.

                  This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is a Foreign Lender, any
documentation required to be delivered by the Assignee pursuant to Section
2.15(e) of the Credit Agreement, duly completed and executed by the Assignee,
and (ii) if the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire in the form supplied by the Administrative Agent,
duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee
payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit
Agreement.

                  This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.

                           Assignment and Acceptance
<PAGE>   68
                                      -2-

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment
("Assignment Date")(1):

<TABLE>
<CAPTION>
                                                                                     Percentage Assigned of
                                                                                     Facility/Commitment
                                                                                     (set forth, to at
                                              Principal Amount                       least 8 decimals, as a
                                              Assigned (and                          percentage of the
                                              identifying                            Facility and the
                                              information as to                      aggregate Commitments
                                              individual                             of all Lenders
Facility                                      Competitive  Loans)                    thereunder)
--------                                      -------------------                    ------------------------
<S>                                           <C>                                    <C>
Commitment Assigned:                                                                  $                        %

Revolving Loans:

Competitive Loans:
</TABLE>



The terms set forth above and on the reverse side hereof are hereby agreed to:

                                    [Name of Assignor], as Assignor


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:


      (1) Must be at least five Business Days after execution hereof by all
         required parties.

                           Assignment and Acceptance
<PAGE>   69
                                      -3-

                                    [Name of Assignee], as Assignee


                                    By:
                                       -----------------------------------------
                                       Name:
                                       Title:

The undersigned hereby consent to the within assignment: (2)

[Name of Borrower],                         The Chase Manhattan Bank,
                                            as Administrative Agent,


By:                                         By:
   ---------------------------------           ---------------------------------
   Name:                                       Name:
   Title:                                      Title:


(2) Consents to be included to the extent required by Section 9.04(b) of the
    Credit Agreement.

                           Assignment and Acceptance
<PAGE>   70
                                                                       EXHIBIT B




                 [Form of Opinion of Counsel for the Borrowers]



                                                     April 27, 1998



To the Lenders Referred to Below and
The Chase Manhattan Bank, as
  Administrative Agent
270 Park Avenue
New York, New York 10017

Dear Sirs:

                  I am the Associate General Counsel of Metropolitan Life
Insurance Company (the "Company"), a New York corporation, and the Assistant
General Counsel of and MetLife Funding, Inc., a Delaware corporation ("Funding,
and together with the Company, the "Borrowers"), and in such capacities have
represented the Borrowers in connection with the 364-Day Credit Agreement dated
as of April 27, 1998 (the "Credit Agreement"), among the Borrowers, the lenders
named therein, and The Chase Manhattan Bank, as Administrative Agent, providing
for loans to be made by said lenders to the Borrowers in an aggregate principal
amount not to exceed $1,000,000,000 (as the same may be increased pursuant to
Section 2.19 thereof). Terms defined in the Credit Agreement are used herein
with the same meanings. This opinion is being delivered pursuant to Section
4.01(b) of the Credit Agreement.

                  In rendering the opinions expressed below, I have examined
originals or copies, certified or otherwise identified to my satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments and have conducted such other investigations of fact and law as I
have deemed necessary or advisable for purposes of this opinion.

                  Upon the basis of the foregoing, I am of the opinion that:

                  1. The Company (a) is a corporation duly organized, validly
         existing and in good standing under the laws of New York, (b) Funding
         is a corporation duly organized, validly existing and in good standing
         under the laws of Delaware, (c) each of the Company and Funding has all
         requisite power and authority to carry on its business as now conducted
         and (c) except where the failure to do so, individually or in the
         aggregate, could not reasonably be expected to result in a Material
         Adverse Change, the Company

                      Opinion of Counsel for the Borrowers
<PAGE>   71
         and each of its Material Subsidiaries is qualified to do business in,
         and is in good standing in, every jurisdiction where such qualification
         is required.

                  2. The Transactions are within each Borrower's corporate
         powers and have been duly authorized by all necessary corporate action.
         The Credit Agreement has been duly executed and delivered by each
         Borrower and constitutes a legal, valid and binding obligation of such
         Borrower, enforceable in accordance with its terms, subject to
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         laws affecting creditors' rights generally and subject to general
         principles of equity, regardless of whether considered in a proceeding
         in equity or at law.

                  3. The Transactions (a) do not require any consent or approval
         of, registration or filing with, or any other action by, any
         Governmental Authority, except such as have been obtained or made and
         are in full force and effect, (b) will not violate any applicable law
         or regulation or the charter, by-laws or other organizational documents
         of the Company or any of its Subsidiaries or any order of any
         Governmental Authority, and (c) will not violate or result in a default
         under any indenture, agreement or other instrument binding upon the
         Company or any of its Material Subsidiaries or its assets, or give rise
         to a right thereunder to require any payment to be made by the Company
         or any of its Subsidiaries.

                  4. There are no actions, suits or proceedings by or before any
         arbitrator or Governmental Authority pending against or, to my
         knowledge, threatened against or affecting the Company or any of its
         Material Subsidiaries (a) as to which there is a reasonable possibility
         of an adverse determination and that, if adversely determined, is
         reasonably likely, individually or in the aggregate, to have a Material
         Adverse Change (other than the Disclosed Matters) or (b) that involve
         the Credit Agreement or the Transactions.

                  5. Neither the Company nor any of its Material Subsidiaries
         (other than Funding) is an "investment company" as defined in, or
         subject to regulation under, the Investment Company Act of 1940, and
         Funding is an "investment company" as defined in such Act that is
         exempt from the requirements of such Act. Neither the Company nor any
         of its Material Subsidiaries is a "holding company" as defined in, or
         subject to regulation under, the Public Utility Holding Company Act of
         1935.

                  The foregoing opinions are subject to the following comments
         and qualifications:

                  (A) The enforceability of Section 9.03 of the Credit Agreement
         may be limited by laws limiting the enforceability of provisions
         exculpating or exempting a party, or requiring indemnification of a
         party for, liability for its own action or inaction, to the extent the
         action or inaction involves gross negligence, recklessness, willful
         misconduct or unlawful conduct.

                      Opinion of Counsel for the Borrowers
<PAGE>   72
                  (B) The enforceability of provisions of the Credit Agreement
         to the effect that terms may not be waived or modified except in
         writing may be limited under certain circumstances.

                  (C) I express no opinion as to (i) the effect of the laws of
         any jurisdiction in which any Bank is located (other than the State of
         New York) that limit the interest, fees or other charges such Banks may
         impose, (ii) the last sentence of Section 2.16(c) of the Credit
         Agreement, and (iii) the first sentence of Section 9.09(b) of the
         Credit Agreement, insofar as such sentence relates to the subject
         matter jurisdiction of the United States District Court for the
         Southern District of New York to adjudicate any controversy related to
         the Credit Agreement.

                  The foregoing opinions are limited to matters involving the
Federal laws of the United States of America and the law of the State of New
York, and I do not express any opinion as to the laws of any other jurisdiction.

                  This opinion is rendered solely to you in connection with the
above matter. This opinion may not be relied upon by you for any other purpose
or relied upon by any other Person (other than your successors and assigns as
Lenders and Persons that acquire participations in your Loans) without our prior
written consent.


                                                     Very truly yours,

<PAGE>   73
                                                                       EXHIBIT C


             [Form of Opinion of Special New York Counsel to Chase]


                                                 April 27, 1998



To the Lenders Referred to Below
and The Chase Manhattan Bank,
  as Administrative Agent
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

                  We have acted as special New York counsel to The Chase
Manhattan Bank ("Chase") in connection with the 364-Day Credit Agreement dated
as of April 27, 1998 (the "Credit Agreement") between Metropolitan Life
Insurance Company (the "Company"), MetLife Funding, Inc. ("Funding", and
together with the Company, the "Borrowers"), the lenders named therein, and
Chase, as Administrative Agent, providing for loans to be made by said lenders
to the Company in an aggregate principal amount not to exceed $1,000,000,000 (as
the same may be increased pursuant to Section 2.19 thereof) at any one time
outstanding. Terms defined in the Credit Agreement are used herein as defined
therein. This opinion is being delivered pursuant to Section 4.01(c) of the
Credit Agreement.

                  In rendering the opinions expressed below, we have examined an
executed copy of the Credit Agreement and assumed its authenticity. When
relevant facts were not independently established, we have relied upon
representations made in or pursuant to the Credit Agreement.

                  In rendering the opinions expressed below, we have assumed
that:

                (i)         the Credit Agreement has been duly authorized by,
                            has been duly executed and delivered by, and (except
                            to the extent expressly set forth in the opinions
                            below as to the Borrowers) constitutes the legal,
                            valid, binding and enforceable obligations of, all
                            of the parties thereto;

               (ii)         all signatories to the Credit Agreement have been
                            duly authorized; and

              (iii)         all of the parties to the Credit Agreement are duly
                            organized and validly existing and have the power
                            and authority (corporate or other) to execute,
                            deliver and perform the Credit Agreement.

                      Opinion of Special Counsel to Chase
<PAGE>   74
                                      -2-

                  Based upon and subject to the foregoing and subject also to
the comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that the Credit Agreement constitutes the
legal, valid and binding obligation of each Borrower, enforceable against such
Borrower in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or transfer or
other similar laws and except as the enforceability of the Credit Agreement is
subject to the application of general principles of equity (regardless of
whether considered in a proceeding in equity or at law), including, without
limitation, (a) the possible unavailability of specific performance, injunctive
relief or any other equitable remedy and (b) concepts of materiality,
reasonableness, good faith and fair dealing.

                  The foregoing opinions are subject to the following comments
and qualifications:

                  (A) The enforceability of Section 9.03 of the Credit Agreement
         may be limited by laws limiting the enforceability of provisions
         exculpating or exempting a party, or requiring indemnification of a
         party for, liability for its own action or inaction, to the extent the
         action or inaction involves gross negligence, recklessness, willful
         misconduct or unlawful conduct.

                  (B) The enforceability of provisions in the Credit Agreement
         to the effect that terms may not be waived or modified except in
         writing may be limited under certain circumstances.

                  (C) We express no opinion as to (i) the effect of the laws of
         any jurisdiction in which any Bank is located (other than the State of
         New York) that limit the interest, fees or other charges such Bank may
         impose, (ii) the last sentence of Section 2.16(c) of the Credit
         Agreement, (iii) the first sentence of Section 9.09(b) of the Credit
         Agreement, insofar as such sentence relates to the subject matter
         jurisdiction of the United States District Court for the Southern
         District of New York to adjudicate any controversy related to the
         Credit Agreement, and (iv) the waiver of inconvenient forum set forth
         in Section 9.09(c) of the Credit Agreement with respect to proceedings
         in the United States District Court for the Southern District of New
         York.

                  The foregoing opinions are limited to matters involving the
Federal laws of the United States of America and the law of the State of New
York, and we do not express any opinion as to the laws of any other
jurisdiction.

                  This opinion letter is, pursuant to Section 4.01(c) of the
Credit Agreement, provided to you by us in our capacity as special New York
counsel to Chase and may not be relied upon by any Person for any purpose other
than in connection with the transactions contemplated by the Credit Agreement
without, in each instance, our prior written consent.

                                                     Very truly yours,

CDP/RJW

                      Opinion of Special Counsel to Chase
<PAGE>   75
                  AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT


                  AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as April
26, 1999 (the "Restatement Date") among:

                  METROPOLITAN LIFE INSURANCE COMPANY (the "Company");

                  METLIFE FUNDING INC. ("Funding") and together with the
         Company, the "Borrowers");

                  each of the banks and other financial institutions that is a
         signatory hereto (individually, a "Lender" and, collectively, the
         "Lenders"); and

                  THE CHASE MANHATTAN BANK, as administrative agent for the
         Lenders (in such capacity, together with its successors in such
         capacity, the "Administrative Agent").


                              W I T N E S S E T H:

                  WHEREAS, the Borrowers, certain of the Lenders and the
Administrative Agent are party to a 364-Day Credit Agreement dated as of April
27, 1998, the "Existing Credit Agreement") providing for the making of loans by
the Lenders party thereto to the Borrowers in an aggregate principal amount up
to $1,000,000,000 (as the same may be increased pursuant to Section 2.19
thereof);

                  WHEREAS, Key Bank National Association, Istituto Bancario San
Paolo di Torino-Istituto Mobiliare Italiano S.p.A., Bank of Tokyo-Mitsubishi
Trust Company and Bank One Texas, N.A. will not continue as Lenders under the
Amended and Restated Credit Agreement;

                  WHEREAS, Royal Bank of Canada will be added as a Lender under
the Amended and Restated Credit Agreement;

                  WHEREAS, the Commitments of the Lenders will be revised as
herein provided to reflect the deletion and addition of Lenders as described
above; and

                  WHEREAS, the parties hereto desire to amend in certain
respects and restate in its entirety the Existing Credit Agreement;

                  NOW, THEREFORE, the parties hereto agree to amend the Existing
Credit Agreement as set forth in Section 2 hereof and to restate the Existing
Credit Agreement to read in its entirety as set forth in the Existing Credit
Agreement (which Existing Credit Agreement is

                 Amended and Restated 364-Day Credit Agreement
<PAGE>   76
                                      -2-

incorporated herein by this reference), as amended by the amendments set forth
in Section 2 hereof:

                  Section 1. Definitions. Capitalized terms used but not
otherwise defined herein have the meanings given them in the Existing Credit
Agreement.

                  Section 2. Amendments. Subject to the satisfaction of the
conditions specified in Section 4 hereof, but with effect on and after the date
hereof, the Existing Credit Agreement shall be amended as follows:

                  2.01 General. Each reference to the "Credit Agreement" and
words of similar import in the Existing Credit Agreement, as amended and
restated hereby shall be a reference to the Existing Credit Agreement as amended
and restated hereby and as the same may be further amended, supplemented and
otherwise modified and in effect from time to time.

                  2.02  Definitions.

                  (a) Section 1.01 of the Existing Credit Agreement shall be
amended by amending and restating the following definitions, as follows:

                  "Applicable Rate" means, for any day, with respect to any
         Eurodollar Revolving Loan, or with respect to the facility fees payable
         hereunder, as the case may be, the applicable rate per annum set forth
         below under the caption "Eurodollar Spread" or "Facility Fee Rate", as
         the case may be, based upon the ratings by S&P applicable on such date
         to the Index Debt:

<TABLE>
<CAPTION>
               Index Debt Rating:        Eurodollar         Facility Fee
                                           Spread               Rate
               ------------------        ----------         ------------
<S>            <C>                       <C>                <C>
                   Category 1              0.120%              0.030%
                   Category 2              0.150%              0.050%
                   Category 3              0.180%              0.070%
                   Category 4              0.210%              0.090%
</TABLE>

         For purposes of determining the applicable Index Debt Rating: (a)
         Category 1 shall be deemed to be applicable if (i) no Event of Default
         shall have occurred and be continuing and (ii) the Index Debt is rated
         AA + (or its equivalent) or higher by S&P; (b) Category 2 shall be
         deemed to be applicable if (i) no Event of Default shall have occurred
         and be continuing, (ii) Category 1 is not applicable and (iii) the
         Index Debt is rated AA- (or its equivalent) or higher by S&P; (c)
         Category 3 shall be deemed to be applicable if (i) no Event of Default
         shall have occurred and be continuing, (ii) neither Category 1 nor
         Category 2 is applicable and (iii) the Index Debt is rated A (or its
         equivalent) or higher by S&P; and (d) Category 4 shall be deemed to be
         applicable if no other Category is

                 Amended and Restated 364-Day Credit Agreement
<PAGE>   77
                                      -3-

applicable. If S&P shall not have in effect a rating for the Index Debt (other
than by reason of the circumstances referred to in the last sentence of this
definition), then S&P shall be deemed to have established a rating in Category
4. If the rating established or deemed to have been established by S&P for the
Index Debt shall be changed (other than as a result of a change in the rating
system of S&P), such change shall be effective as of the date on which it is
first announced by S&P. Each change in the Applicable Rate shall apply during
the period commencing on the effective date of such change and ending on the
date immediately preceding the effective date of the next such change. If the
rating system of S&P shall change, or if S&P shall cease to be in the business
of rating corporate debt obligations, the Borrowers and the Lenders shall
negotiate in good faith to amend this definition to reflect such changed rating
system or the unavailability of ratings from such rating agency and, pending the
effectiveness of any such amendment, the Applicable Rate shall be determined by
reference to the rating most recently in effect prior to such change or
cessation.

         "Change in Control" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof), of shares
representing more than 25% of the aggregate ordinary voting power represented by
the issued and outstanding capital stock of the Company or (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of the
Company by Persons who were neither (i) nominated by the board of directors of
the Company nor (ii) appointed by directors so nominated. Notwithstanding the
foregoing, it shall not constitute a "Change in Control" hereunder if in
connection with a demutualization of the Company, the Company shall become a
wholly owned Subsidiary of another Person (the "Holding Entity") which,
immediately prior to the effectiveness of such demutualization, is wholly owned
by the Company and in which the eligible policyholders of the Company or other
Persons shall acquire equity or other interests upon such demutualization,
provided that in such event, (A) each reference in clause (a) of the first
sentence of this definition to the Company shall be deemed to be a reference to
the Holding Entity, (B) each reference in clause (b) of the first sentence of
this definition to the Company shall be deemed to be a reference to the Company
and the Holding Entity, and (C) it shall be a Change in Control after such
demutualization if the Company shall cease to be a wholly owned Subsidiary of
the Holding Entity.

         "demutualization" means the conversion of the Company into a stock life
insurance company pursuant to Section 7312 of the New York Insurance Law, as
amended from time to time. The term "demutualize" shall have a correlative
meaning.

         "Maturity Date" means April 25, 2000, as such date may be extended
pursuant to Section 2.18 hereof.

                 Amended and Restated 364-Day Credit Agreement
<PAGE>   78
                                      -4-

                  (b) Section 2.01 of the Existing Credit Agreement shall be
amended by adding the following definition:

                  "Restatement Effective Date" means the date upon which the
         conditions specified in Section 4 of this Amended and Restated Credit
         Agreement shall have been satisfied."

                  2.03 Amendment of Section 6.04. Section 6.04 of the Existing
Credit Agreement shall be amended to read in its entirety as follows:

                  "Section 6.04 Net Worth. The Company will not, at any time,
         permit Net Worth to be less than $9,300,000,000."

                  2.04. Schedules and Exhibits. Schedule 2.01 to the Existing
Credit Agreement shall be amended to read in its entirety as set forth in
Schedule 2.01 attached hereto. Schedule 3.06 to the Existing Credit Agreement
shall be amended to read in its entirety as set forth in Schedule 3.06 attached
hereto.

                  Section 3. Representations and Warranties. The Company
represents and warrants to the Lenders that:

                  (a) the execution, delivery and performance of this Amended
         and Restated Credit Agreement, the borrowing of Loans and the use of
         the proceeds thereof are within each Borrower's corporate powers and
         have been duly authorized by all necessary corporate action. This
         Amended and Restated Credit Agreement has been duly and validly
         executed and delivered by each Borrower and constitutes a legal, valid
         and binding obligation of each Borrower, enforceable in accordance with
         its terms, subject to applicable bankruptcy, insolvency,
         reorganization, moratorium or other laws affecting creditors' rights
         generally and subject to general principles of equity, regardless of
         whether considered in a proceeding in equity or at law.

                  (b) (i) the representations and warranties made in Section 3
         of the Existing Credit Agreement shall be true and correct on and as of
         the Restatement Effective Date, (ii) at the time of and immediately
         after the Restatement Effective Date, no Default shall have occurred
         and be continuing, and (iii) since December 31, 1998, there has been no
         material adverse change in the business, property, condition (financial
         or otherwise) or prospects of the Company and its Subsidiaries taken as
         a whole from that set forth in the respective financial statements
         referred to in Section 3.04 (a) of the Existing Credit Agreement.


                  Section 4. Conditions. The amendment and restatement of the
Existing Credit Agreement contemplated hereby shall become effective, as of the
Restatement Date, upon the satisfaction of each of the following conditions to
effectiveness (including, without limitation,

                 Amended and Restated 364-Day Credit Agreement
<PAGE>   79
                                      -5-

that each document to be received by the Administrative Agent shall be in
form and substance satisfactory to the Administrative Agent):

                  4.01 Execution. The Administrative Agent (or its counsel)
         shall have received from each party hereto either (i) a counterpart of
         this Amended and Restated Credit Agreement signed on behalf of such
         party or (ii) written evidence satisfactory to the Administrative Agent
         (which may include telecopy transmission of a signed signature page of
         this Amended and Restated Credit Agreement) that such party has signed
         a counterpart of this Amended and Restated Credit Agreement.

                  4.02 Fees and Expenses. The Administrative Agent and Chase
         Securities Inc., in its capacity as lead arranger, shall have received
         all fees and other amounts due and payable on or prior to the
         Restatement Effective Date, including, to the extent invoiced,
         reimbursement or payment of all out-of-pocket expenses required to be
         reimbursed or paid by the Borrowers hereunder.

                  4.03 Restatement Effective Date. The Restatement Effective
         Date shall have occurred on or prior to April 26, 1999.

The Administrative Agent shall notify the Borrower and the Lenders of the
occurrence of the Restatement Effective Date, and such notice shall be
conclusive and binding.

                  Section 5. Counterparts. This Amended and Restated Credit
Agreement may be executed in any number of counterparts, each of which shall be
identical and all of which, when taken together, shall constitute one and the
same instrument, and any of the parties hereto may execute this Amended and
Restated Credit Agreement by signing any such counterpart.

                  Section 6. Miscellaneous. Except as herein provided, the
Existing Credit Agreement shall remain unchanged and in full force and effect.
This Amended and Restated Credit Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
This Amended and Restated Credit Agreement shall be governed by, and construed
in accordance with, the law of the State of New York.

                 Amended and Restated 364-Day Credit Agreement
<PAGE>   80
                                      -6-

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amended and Restated Credit Agreement to be duly executed as of the day and year
first above written.

                                     METROPOLITAN LIFE INSURANCE COMPANY


                                     By
                                       -----------------------------------------
                                     Title:


                                     METLIFE FUNDING, INC.


                                     By
                                       -----------------------------------------
                                     Title:


                                     THE CHASE MANHATTAN BANK,
                                     individually and as Administrative Agent,


                                     By
                                       -----------------------------------------
                                     Title:


                                     CREDIT SUISSE FIRST BOSTON


                                     By
                                       -----------------------------------------
                                     Title:


                                     By
                                       -----------------------------------------
                                     Title:


                                     THE BANK OF NEW YORK
                                     By
                                       -----------------------------------------
                                     Title:

                 Amended and Restated 364-Day Credit Agreement

<PAGE>   81
                                      -7-

                                     CITIBANK, N.A.


                                     By
                                       -----------------------------------------
                                     Title:


                                     THE FIRST NATIONAL BANK OF CHICAGO


                                     By
                                       -----------------------------------------
                                     Title:


                                     FIRST UNION NATIONAL BANK


                                     By
                                       -----------------------------------------
                                     Title:


                                     FLEET NATIONAL BANK


                                     By
                                       -----------------------------------------
                                     Title:


                                     MELLON BANK, N.A.


                                     By
                                       -----------------------------------------
                                     Title:

                                     BANCO SANTANDER


                                     By
                                       -----------------------------------------
                                     Title:

                                     By
                                       -----------------------------------------
                                     Title:

                 Amended and Restated 364-Day Credit Agreement
<PAGE>   82
                                      -8-

                                     BANK OF AMERICA NATIONAL
                                     TRUST AND SAVINGS ASSOCIATION


                                     By
                                       -----------------------------------------
                                     Title:


                                     BANKBOSTON, N.A.


                                     By
                                       -----------------------------------------
                                     Title:


                                     DEUTSCHE BANK


                                     By
                                       -----------------------------------------
                                     Title:


                                     By
                                       -----------------------------------------
                                     Title:


                                     NATIONSBANK OF TEXAS, N.A.


                                     By
                                       -----------------------------------------
                                     Title:


                                     STATE STREET BANK AND TRUST
                                     COMPANY


                                     By
                                       -----------------------------------------
                                     Title:

                 Amended and Restated 364-Day Credit Agreement
<PAGE>   83
                                      -9-

                                     SUNTRUST BANK, ATLANTA


                                     By
                                       -----------------------------------------
                                     Title:


                                     By
                                       -----------------------------------------
                                     Title:


                                     WACHOVIA BANK


                                     By
                                       -----------------------------------------
                                     Title:


                                     BARCLAYS BANK


                                     By
                                       -----------------------------------------
                                     Title:


                                     NORTHERN TRUST COMPANY


                                     By
                                       -----------------------------------------
                                     Title:


                                     U.S. BANK NATIONAL ASSOCIATION


                                     By
                                       -----------------------------------------
                                     Title:

                 Amended and Restated 364-Day Credit Agreement
<PAGE>   84
                                      -10-


                                     BANK OF MONTREAL


                                     By
                                       -----------------------------------------
                                     Title:



                                     BANKERS TRUST COMPANY


                                     By
                                       -----------------------------------------
                                     Title:


                                     BANQUE NATIONALE DE PARIS


                                     By
                                       -----------------------------------------
                                     Title:


                                     By
                                       -----------------------------------------
                                     Title:


                                     DEN DANSKE BANK AKTIESELSKAB
                                     CAYMAN ISLANDS BRANCH


                                     By
                                       -----------------------------------------
                                     Title:


                                     By
                                       -----------------------------------------
                                     Title:


                                     PNC BANK NATIONAL ASSOCIATION


                                     By
                                       -----------------------------------------
                                     Title:

                 Amended and Restated 364-Day Credit Agreement
<PAGE>   85
                                      -11-

                                     ROYAL BANK OF CANADA

                                     By
                                       -----------------------------------------
                                     Title:

                                     By
                                       -----------------------------------------
                                     Title:

                 Amended and Restated 364-Day Credit Agreement

<PAGE>   86
                                                                   SCHEDULE 2.01

            METROPOLITAN LIFE INSURANCE COMPANY/METLIFE FUNDING, INC.

<TABLE>
<CAPTION>
                                  LENDER                                    COMMITMENT
                                  ------                                    ----------
<S>             <C>                                                            <C>
                The Chase Manhattan Bank                                                  $70,000,000
                Credit Suisse First Boston                                                 65,000,000
                The Bank of New York                                                       65,000,000
                Citibank, N.A.                                                             65,000,000
                The First National Bank of Chicago                                         50,000,000
                First Union National Bank                                                  50,000,000
                Fleet National Bank                                                        50,000,000
                Mellon Bank, N.A.                                                          50,000,000
                Banco Santander                                                            40,000,000
                Bank of America National Trust and Savings Association                     50,000,000
                BankBoston, N.A.                                                           35,000,000
                Deutsche Bank                                                              40,000,000
                State Street Bank and Trust Company                                        40,000,000
                SunTrust Bank, Atlanta                                                     40,000,000
                Wachovia Bank                                                              40,000,000
                Barclays Bank                                                              25,000,000
                Northern Trust Company                                                     40,000,000
                U.S. Bank National Association                                             25,000,000
                Bank of Montreal                                                           25,000,000
                Bankers Trust Company                                                      25,000,000
                Banque Nationale de Paris                                                  25,000,000
                Den Danske Bank                                                            20,000,000
                PNC Bank National Association                                              25,000,000
                Royal Bank of Canada                                                       40,000,000
                TOTAL COMMITMENTS:                                                     $1,000,000,000
</TABLE>

                                Schedule 2.01 to
                 Amended and Restated 364-Day Credit Agreement
<PAGE>   87
                                                                   SCHEDULE 3.06


                                DISCLOSED MATTERS

                               [See Section 3.06]



                                Schedule 2.01 to
                 Amended and Restated 364-Day Credit Agreement