Page





                         $800,000,000

             AMENDED AND RESTATED CREDIT AGREEMENT

                 Dated as of October 10, 1995
                             among

                 FIRST DEPOSIT NATIONAL BANK,

                   PROVIDIAN NATIONAL BANK,

                 PROVIDIAN CREDIT CORPORATION
                              and

               PROVIDIAN CREDIT SERVICES, INC.,
                         as Borrowers,

                   PROVIDIAN BANCORP, INC.,
                         as Guarantor,

                   THE LENDERS NAMED HEREIN,
                          as Lenders

                              and

                   THE CHASE MANHATTAN BANK
                    (NATIONAL ASSOCIATION),
                    as Administrative Agent

                              and

BANK OF AMERICA NATIONAL TRUST        CITICORP USA, INC.
   AND SAVINGS ASSOCIATION

              CREDIT LYONNAIS,  SAN FRANCISCO BRANCH

        CREDIT SUISSE             NATIONSBANK OF TEXAS, N.A.

                         as Co-Agents



                       Table of Contents


          This  Table of Contents is not part of the Agreement
to  which  it  is attached but is inserted for convenience  of
reference only.

                                                            Page


Section 1.                                       Definitions     1

     1.01   Defined Terms                                   2

     1.02   Other Definitional Provisions                  14

Section 2.                   Amount and Terms of Commitments     14

     2.01   Syndicated Loan Commitments                    14

     2.02   Procedure for Syndicated Loan Borrowing        15

     2.03   Competitive Bid Option Loans                   15

     2.04   Swing Line Loans                               19

     2.05   Changes of Commitments                         20

     2.06   Fees..                                         21

     2.07   Lending Offices                                22

     2.08   Several Obligations                            22

     2.09   Evidence of Indebtedness                       22

     2.10   Optional   Prepayments  and  Conversions   or
            Continuations of Eurodollar Loans              22

     2.11   Mandatory   Prepayments  and  Reductions   of
            Commitments                                    23

     2.12   Extension of Termination Date                  24

     2.13   New Lenders                                    25

     2.14   Increases in Commitments                       25

     2.15   Transition Provisions                          26

Section 3.                Payments of Principal and Interest     27

     3.01   Repayment of Loans                             27

     3.02   Interest                                       27

Section 4.   Payments; Pro Rata Treatment; Computations; Etc.    28

     4.01   Payments                                       28

     4.02   Pro Rata Treatment                             28

     4.03   Computations                                   29

     4.04   Minimum Amounts                                29

     4.05   Certain Notices                                30

     4.06   Non-Receipt of Funds by the Agent              30

     4.07   Sharing of Payments, Etc.                      31

Section 5.                             Yield Protection, Etc.    32

     5.01   Additional Costs                               32

     5.02   Limitation on Types of Loans                   34

     5.03   Illegality                                     34

     5.04   Treatment of Affected Loans                    34

     5.05   Compensation                                   35

     5.06   U.S. Taxes                                     36

Section 6.                              Conditions Precedent     37

     6.01   Effective Date                                 37

     6.02   Initial and Subsequent Loans                   39

     6.03   Initial and Subsequent Loans to PCSI           39

Section 7.                    Representations and Warranties     39

     7.01   Financial Condition                            40

     7.02   No Change                                      40

     7.03   Corporate Existence; Compliance with Law       40

     7.04   Corporate  Power; Authorization;  Enforceable
            Obligations                                    41

     7.05   No Legal Bar                                   41

     7.06   No Material Litigation                         41

     7.07   No Default                                     41

     7.08   Ownership of Property; Liens                   41

     7.09   Taxes                                          41

     7.10   Federal Regulations                            42

     7.11   ERISA                                          42

     7.12   Investment Company Act; Other Regulations      42

     7.13   Subsidiaries                                   42

     7.14   Purpose of Loans                               43

     7.15   True and Complete Disclosure                   43

     7.16   Public Utility Holding Company Act             43

Section 8.                 Certain Covenants of Each Obligor     43

     8.01   Financial Statements, Etc.                     43

     8.02   Litigation                                     45

     8.03   Existence, Etc.                                45

     8.04   Insurance                                      46

     8.05   Notices                                        46

     8.06   Limitation on Fundamental Changes              48

     8.07   Limitation on Sale of Assets                   48

     8.08   Limitation on Liens                            49

     8.09   Limitation on Transactions with Affiliates     50

Section 9.             Additional Obligor-Specific Covenants     50

     9.01   Guarantor Covenants                            50

     9.02   Covenants of FDNB, PNB and PCSI                50

     9.03   Covenants of PCC                               51

Section 10.                                        Guarantee     51

     10.01  Guarantee                                      51

     10.02  Right of Set-off                               51

     10.03  No Subrogation                                 52

     10.04  Amendments,  etc. re Obligations;  Waiver  of
            Rights                                         52

     10.05  Guarantee Absolute and Unconditional           53

     10.06  Reinstatement                                  53

Section 11.                                Events of Default     53

Section 12.                                        The Agent     56

     12.01  Appointment, Powers and Immunities             56

     12.02  Reliance by Agent                              57

     12.03  Defaults                                       57

     12.04  Rights as a Lender                             57

     12.05  Indemnification                                57

     12.06  Non-Reliance on Agent and Other Lenders        58

     12.07  Failure to Act                                 58

     12.08  Resignation or Removal of Agent                58

     12.09  Co-Agents                                      59

Section 13.                                    Miscellaneous     59

     13.01  Waiver                                         59

     13.02  Notices                                        59

     13.03  Expenses, Etc.                                 59

     13.04  Amendments, Etc.                               60

     13.05  Successors and Assigns                         61

     13.06  Assignments and Participations                 61

     13.07  Survival                                       64

     13.08  Captions                                       64

     13.09  Counterparts                                   64

     13.10  Independence of Covenants                      64

     13.11  [Reserved]                                     64

     13.12  Severability                                   64

     13.13  Integration                                    64

     13.14  Governing Law                                  65

     13.15  Submission to Jurisdiction; Waivers            65

     13.16  Waivers of Jury Trial                          65





    SCHEDULE I   -                              Subsidiaries
    SCHEDULE II  -                                 Section 8.08(c) Existing
                  Liens
    EXHIBIT A    -         Form of Assignment and Acceptance
    EXHIBIT B    -                 Form of CBO Quote Request
    EXHIBIT C    -                         Form of CBO Quote
    EXHIBIT D-1  -  Form of Notice of Borrowing of CBO Loans
    EXHIBIT D-2  -Form of Notice of Borrowing of Syndicated Loans
    EXHIBIT D-3  -Form of Notice of Borrowing of Swing Line Loans
    EXHIBIT E    -Form of Opinion of Counsel to the Obligors
    EXHIBIT F-1  -                   Form of Syndicated Note
    EXHIBIT F-2  -              Form of Competitive Bid Note
    EXHIBIT G    -        Form of Additional Lender Addendum
    EXHIBIT H    -     Form of Increased Commitment Addendum
    EXHIBIT I    - Form of Opinion of Counsel to the Lenders

          AMENDED AND RESTATED CREDIT AGREEMENT, dated  as  of
October  10,  1995,  among  FIRST  DEPOSIT  NATIONAL  BANK,  a
national  banking  association  incorporated,  organized   and
existing  under  the  laws  of the United  States  of  America
("FDNB"),  PROVIDIAN  NATIONAL BANK  (formerly  First  Deposit
National  Credit  Card Bank), a national  banking  association
incorporated,  organized and existing under the  laws  of  the
United States of America ("PNB"), PROVIDIAN CREDIT CORPORATION
(formerly   Providian   National   Credit   Corporation),    a
corporation organized and existing under the laws of the State
of  Delaware  ("PCC"),  PROVIDIAN  CREDIT  SERVICES,  INC.,  a
corporation organized and existing under the laws of the State
of  Utah  ("PCSI";  together  with  FDNB,  PNB  and  PCC,  the
"Borrowers"); PROVIDIAN BANCORP, INC., a corporation organized
and  existing  under the laws of the State  of  Delaware  (the
"Guarantor"; together with the Borrowers, the "Obligors"); the
banks and financial institutions listed on the signature pages
hereof  under  the  caption "LENDERS" or  which,  pursuant  to
Section 2.12, 2.13 or 13.06(b) hereof, shall become a "Lender"
hereunder  (individually, a "Lender"  and,  collectively,  the
"Lenders");   and   THE   CHASE   MANHATTAN   BANK   (NATIONAL
ASSOCIATION),    a    national   banking    association,    as
administrative  agent  for  the  Lenders  (in  such  capacity,
together   with   any   successor   appointed   pursuant    to
Section 12.08, the "Agent").

                           RECITALS

          A.  FDNB, PNB, PCC, the Guarantor, the Agent and the
banks   and   financial  institutions  parties  thereto   (the
"Existing   Lenders")  entered  into  a  $500,000,000   Credit
Agreement,  dated  as  of  October  14,  1994  (the  "Existing
Agreement").

          B.   FDNB, PNB, PCC and the Guarantor have requested
that  the Lenders enter into this Amended and Restated  Credit
Agreement  for the purpose of extending the Termination  Date,
increasing  the aggregate principal amount of the commitments,
adding  PCSI  as a Borrower, adding certain new  Lenders,  and
making certain other amendments.

                           AGREEMENT

          The  parties hereto hereby agree that from and after
the Effective Date (as hereinafter defined):

          I.  The Dai-Ichi Kangyo Bank, Ltd. and ABN-AMRO Bank
N.V.  (the  "Additional  Lenders") shall  be  parties  to  the
Agreement, as amended and restated hereby, with the rights and
obligations   of   Lenders   hereunder,   including,   without
limitation,  the  obligations to make Loans  in  an  aggregate
amount not to exceed their respective Commitments hereunder;

          II.   PCSI  shall  be a party to the  Agreement,  as
amended  and  restated hereby, with the rights and obligations
of  a  Borrower hereunder, including, without limitation,  the
right  to make borrowings under this Agreement in an aggregate
amount not to exceed the PCSI Borrowing Limit; and

          III.  The  Existing Agreement shall be  amended  and
restated in its entirety as follows:

          Section 1.  Definitions.

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

          "Additional  Lender":   as defined  in  paragraph  I
above.

          "Additional   Lender   Addendum":    an   agreement,
substantially in the form attached hereto as Exhibit  G,  made
by  a financial institution becoming a "Lender" hereunder  and
accepted  by  the Borrowers and  the Agent in accordance  with
Section 2.13.

          "Affiliate":   as  to any Person, any  other  Person
which, directly or indirectly, is in control of, is controlled
by,  or  is  under  common  control with,  such  Person.   For
purposes  of this definition, "control" of a Person means  the
power, directly or indirectly, either (a) to vote 10% or  more
of  the  securities  having  ordinary  voting  power  for  the
election of directors of such Person or (b) to direct or cause
the  direction of the management and policies of such  Person,
whether by contract or otherwise.

          "Agent":  as defined in the preamble.

          "Agreement":   this  Amended  and  Restated   Credit
Agreement, as amended, supplemented or otherwise modified from
time to time.

          "Applicable Lending Office": for each Lender and for
each Type of Loan, the "Lending Office" of such Lender (or  of
an  affiliate of such Lender) designated for such Type of Loan
on  the  signature pages hereof or such other office  of  such
Lender (or of an affiliate of such Lender) as such Lender  may
from  time  to time specify to the Agent and each Borrower  as
the  office at which its Loans of such Type are to be made and
maintained.

          "Applicable  Margin":  for each Type  of  Syndicated
Loan, the rate per annum set forth opposite such Type of  Loan
below:

          Base Rate Loan           0.0000%

          Eurodollar Loan               0.1750%

          "Assignment  and  Acceptance":  an  assignment   and
acceptance,  substantially  in the  form  attached  hereto  as
Exhibit A, made by a Lender and an assignee of such Lender and
accepted by the Guarantor and the Agent in accordance with and
to the extent required by Section 13.06(b).

          "Available  Commitment":  as to any  Lender  at  any
time, an amount equal to the excess, if any, of (a) the amount
of  such  Lender's Commitment over (b) the aggregate principal
amount  of  all  Syndicated Loans made  by  such  Lender  then
outstanding.

          "Bankruptcy  Code": the Federal Bankruptcy  Code  of
1978, as amended from time to time.

          "Base Rate":  for any day, a rate per annum equal to
the  greater of (a) the Prime Rate in effect on such  day  and
(b)  the Federal Funds Rate in effect on such day plus 1/2  of
1%.   Any change in the Base Rate due to a change in the Prime
Rate  or the Federal Funds Rate shall be effective as  of  the
opening of business on the effective day of such change in the
Prime Rate or the Federal Funds Rate, respectively.

          "Base  Rate  Loans":   Loans the  rate  of  interest
applicable to which is based upon the Base Rate.

          "Borrowing Date":  any Business Day specified  in  a
notice  pursuant to Section 2.02, 2.03 or 2.04 as  a  date  on
which a Borrower requests the Lenders to make Loans hereunder.

          "Business  Day":   any day on which  (a)  commercial
banks  are  not authorized or required to close  in  New  York
City,  San Francisco or the State of New Hampshire and (b)  if
such  day  relates  to  the giving of  notices  or  quotes  in
connection  with  a  LIBOR Auction or to  a  borrowing  of,  a
payment  or  prepayment of principal  of  or  interest  on,  a
Conversion of or into, or an Interest Period for, a Eurodollar
Loan  or a LIBOR Market Loan or a notice by any Borrower  with
respect to any such borrowing, payment, prepayment, Conversion
or  Interest  Period, dealings in Dollar deposits are  carried
out in the London interbank market.

          "Capital  Stock":   any and all  shares,  interests,
participations  or other equivalents (however  designated)  of
capital  stock  of  a  corporation,  any  and  all  equivalent
ownership interests in a Person (other than a corporation) and
any  and  all  warrants  or options to  purchase  any  of  the
foregoing.

          "CBO   Quote":   an   offer   in   accordance   with
Section  2.03(c) by a Lender to make a Competitive Bid  Option
Loan with one single specified interest rate.

          "CBO Quote Request": as defined in Section 2.03(b).

          "Chase":    The   Chase  Manhattan  Bank   (National
Association).

          "Class":    as  to  any  Loan,  its  nature   as   a
Competitive Bid Option Loan, a Swing Line Loan or a Syndicated
Loan.

          "Co-Agents":  Bank  of America  National  Trust  and
Savings Association, Citicorp USA, Inc., Credit Lyonnais,  San
Francisco Branch, Credit Suisse and NationsBank of Texas, N.A.

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

          "Commitment":   as to any Lender, the obligation  of
such Lender to make Syndicated Loans in an aggregate amount at
any  one  time outstanding up to but not exceeding the  amount
set  opposite  the name of such Lender on the signature  pages
hereof  under the caption "Commitment", or if such Lender  has
entered  into an Increased Commitment Addendum or one or  more
Assignment  and Acceptances, and with respect to  each  Lender
that becomes a Lender pursuant to an Assignment and Acceptance
or  an  Additional  Lender Addendum,  as  set  forth  in  such
Increased  Commitment Addendum, Assignment and  Acceptance  or
Additional  Lender Addendum (as the same may be  reduced  from
time   to  time  pursuant  to  Section  2.05).   The  original
aggregate principal amount of the Commitments is $800,000,000.

          "Commitment  Percentage":  as to any Lender  at  any
time,  the  percentage  which such  Lender's  Commitment  then
constitutes  of  the aggregate Commitments (or,  at  any  time
after  the  Commitments shall have expired or terminated,  the
percentage  which  the  aggregate  principal  amount  of  such
Lender's  Loans then outstanding (plus, in the  case  of  each
Lender  other  than  the  Swing  Line  Lender,  such  Lender's
participation in Unrefunded Swing Line Loans and minus, in the
case of the Swing Line Lender, the aggregate participations of
the Lenders in the Unrefunded Swing Line Loans) constitutes of
the aggregate principal amount of the Loans then outstanding).

          "Commitment Period":  the period from and  including
the  date hereof to but not including the Termination Date  or
such earlier date on which the Commitments shall terminate  as
provided herein.

          "Commonly Controlled Entity":  with respect  to  any
Obligor,  an  entity,  whether or not incorporated,  which  is
under  common control with such Obligor within the meaning  of
Section  4001  of ERISA or is part of a group  which  includes
such  Obligor and which is treated as a single employer  under
Section 414 of the Code.

          "Competitive Bid Option Loans":  loans provided  for
in Section 2.03.

          "Consolidated  Finance Assets": as of  any  date  of
determination, with respect to any Person, the sum of (a)  all
cash  and  cash  equivalents; (b) short-term investment  grade
securities; and (c) all consumer loan receivables, credit card
receivables, premium finance receivables, residential mortgage
receivables  and  other consumer receivables  arising  in  the
ordinary course of business and any other assets consented  to
in  writing by the Required Lenders, less any such receivables
which  are  sixty or more days past due, determined,  in  each
case, on  a gross basis.

          "Consolidated  Funded  Debt":  as  of  any  date  of
determination,  with respect to any Person,  the  consolidated
Indebtedness of such Person and its Consolidated Subsidiaries.

          "Consolidated Pre-tax Income": with respect  to  any
period,  the  net income of the Guarantor and its Consolidated
Subsidiaries  plus (or minus) income tax expense (or  benefit)
to  the  extent  deducted (or added) in calculating  such  net
income.

          "Consolidated Pre-tax Return on Assets": as  of  the
last  day  of  any  Quarterly Period  of  the  Guarantor,  the
percentage equivalent of a fraction, the numerator of which is
the  Consolidated Pre-Tax Income for the twelve months  ending
on such date and the denominator of which is the average on  a
monthly  basis  of  all  assets  of  the  Guarantor  and   its
Consolidated Subsidiaries for such twelve-month period.

          "Consolidated Senior Funded Debt": as of any date of
determination,   with   respect  to  any   Person,   (A)   the
Consolidated  Funded Debt of such Person and its  Consolidated
Subsidiaries  less (B) the Consolidated Subordinated  Debt  of
such Person and its Consolidated Subsidiaries included in (A).

          "Consolidated Shareholders' Equity": as of any  date
of determination, with respect to any Person, the consolidated
total stockholders' equity of such Person and its Consolidated
Subsidiaries.

          "Consolidated Subordinated Debt": as of any date  of
determination,  with respect to any Person,  the  Subordinated
Debt of such Person and its Consolidated Subsidiaries.

          "Consolidated  Subsidiary":   as  of  any  date   of
determination, with respect to any Person, each Subsidiary  of
such  Person  (whether  now existing or hereafter  created  or
acquired) the financial statements of which shall or should be
consolidated with the financial statements of such Person.

          "Consolidated Tangible Capital": as of any  date  of
determination,  with respect to any Person,  (a)  Consolidated
Shareholders'   Equity   less   goodwill   and    identifiable
intangibles  of such Person (other than identified intangibles
consisting of originated mortgage servicing rights,  purchased
mortgage   servicing   rights  and   purchased   credit   card
relationships   to  the  extent  that  such  intangibles   are
"qualifying  intangible assets" under  the  OCC's  risk  based
capital guidelines, with any limitations thereunder determined
on  a  consolidated basis) plus (b) Consolidated  Subordinated
Debt  minus  (c)  the  excess, if  any,  of  (i)  Consolidated
Subordinated Debt of such Person over (ii) 25% of  the  amount
calculated pursuant to clauses (a) and (b) of this definition.

          "Continue",  "Continuation"  and  "Continued"  shall
refer  to  the  continuation pursuant to  Section  2.10  of  a
Eurodollar Loan as a Eurodollar Loan from one Interest  Period
to the next Interest Period.

          "Contractual  Obligation":  as to  any  Person,  any
provision  of  any security issued by such Person  or  of  any
material  agreement, instrument or other undertaking to  which
such  Person is a party or by which it or any of its  property
is bound.

          "Convert", "Conversion" and "Converted" shall  refer
to  a  conversion  pursuant to Section 2.10  of  one  Type  of
Syndicated  Loan into another Type of Syndicated  Loan,  which
may  be  accompanied by the transfer by a Lender (at its  sole
discretion but subject to the proviso in the first sentence of
  5.01(c))  of  a Loan from one Applicable Lending  Office  to
another.

          "Credit  Documents":   this Agreement  and  the  Fee
Letter.

          "Default":    any   of  the  events   specified   in
Section  11, whether or not any requirement for the giving  of
notice,  the  lapse of time, or both, or any other  condition,
has been satisfied.

          "Dollars"  and "$":  dollars in lawful  currency  of
the United States of America.

          "Effective Date":  as defined in Section 6.01.

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

          "ERISA Affiliate": with respect to any Obligor,  any
corporation or trade or business that is a member of any group
of organizations (i) described in Section 414(b) or (c) of the
Code  and  the  regulations issued thereunder  of  which  such
Obligor  is a member and (ii) solely with respect to potential
liability    under   Section   302(c)(11)    of    ERISA    or
Section  412(c)(11)  of  the Code or the  lien  created  under
Section  302(f)  of  ERISA  or Section  412(n)  of  the  Code,
described  in  Section  414(m) or (o)  of  the  Code  and  the
regulations  issued  thereunder of which  such  Obligor  is  a
member.

          "ERISA  Multiemployer Plan":  with  respect  to  any
Obligor,  a multiemployer plan as defined in Section 3(37)  of
ERISA to which such Obligor or any of its ERISA Affiliates has
an obligation to contribute.

          "ERISA  Pension Plan": with respect to any  Obligor,
an employee pension benefit plan as defined in Section 3(2) of
ERISA, other than a Multiemployer Plan, which is maintained by
such Obligor or any of its ERISA Affiliates.

          "ERISA  Plan":  an ERISA Pension Plan  or  an  ERISA
Welfare Plan.

          "ERISA  Welfare Plan": with respect to any  Obligor,
an employee welfare benefit plan as defined in Section 3(1) of
ERISA, other than a Multiemployer Plan, which is maintained by
such Obligor or any of its ERISA Affiliates.

          "Eurocurrency Reserve Requirements":  for any day as
applied   to   a  Eurodollar  Loan,  the  aggregate   (without
duplication) of the rates (expressed as a decimal fraction) of
reserve requirements in effect on such day (including, without
limitation,   basic,  supplemental,  marginal  and   emergency
reserves  under any regulations of the Board of  Governors  of
the  Federal  Reserve  System or other Governmental  Authority
having jurisdiction with respect thereto) dealing with reserve
requirements  prescribed for eurocurrency  funding  (currently
referred to as "Eurocurrency Liabilities" in Regulation  D  of
such  Board)  maintained by a member bank of such System  with
deposits   exceeding  $1  billion  in  respect  of  eurodollar
currency funding liabilities.

          "Eurodollar  Base Rate":  with respect to  each  day
during  each Interest Period pertaining to a Eurodollar  Loan,
the  rate  per  annum  equal to the arithmetic  mean  (rounded
upward  to  the nearest 1/16th of 1%) of the respective  rates
notified to the Agent by each of the Reference Lenders as  the
rate at which such Reference Lender is offered Dollar deposits
at  or about 10:00 A.M., New York City time, two Business Days
prior  to  the beginning of such Interest Period  (a)  in  the
interbank  eurodollar market where the eurodollar and  foreign
currency  and exchange operations in respect of its Eurodollar
Loans  are then being conducted, (b) for delivery on the first
day  of  such  Interest Period, (c) for  the  number  of  days
comprised  therein  and  (d) in an amount  comparable  to  the
amount  of  its Eurodollar Loan to be outstanding during  such
Interest Period.

          "Eurodollar  Loans":  Syndicated Loans the  interest
rates  on  which are determined on the basis of the Eurodollar
Rate.

          "Eurodollar Rate":  with respect to each day  during
each  Interest Period pertaining to a Eurodollar Loan, a  rate
per  annum  determined  for such day in  accordance  with  the
following  formula  (rounded upward  to  the  nearest  1/100th
of 1%):

                      Eurodollar Base Rate

          1.00 - Eurocurrency Reserve Requirements

          "Event of Default":  any of the events specified  in
Section  11, provided that any requirement for the  giving  of
notice,  the  lapse of time, or both, or any other  condition,
has been satisfied.

          "Existing Agreement":  as defined in the recitals.

          "Existing Lenders":  as defined in the recitals.

          "Extended   Termination  Date":  the  fourth   (4th)
anniversary date of the Effective Date, provided that if  such
date  is  not  a  Business Day, the Extended Termination  Date
shall be the next preceding Business Day.

          "Facility Fee":  as defined in Section 2.06(a).

          "Facility Fee Rate":  for each Quarterly Period, the
percentage set forth below opposite the Consolidated  Tangible
Capital  of the Guarantor as of the Quarterly Date immediately
preceding such Quarterly Period:

          Consolidated Tangible Capital Facility Fee Rate

          greater than or equal to
          $400,000,000               0.1250%

          less than $400,000,000     0.1500%

          "FDIA":  the  Federal  Deposit  Insurance  Act,   as
amended, or any successor statute.

          "FDIC": as defined in Section 8.01(h).

          "FDNB": as defined in the preamble.

          "Federal  Funds  Rate": for any day,  the  rate  per
annum (rounded upwards, if necessary, to the nearest 1/100  of
1%)  equal  to the weighted average of the rates on  overnight
federal funds transactions with members of the Federal Reserve
System  arranged  by federal funds brokers  on  such  day,  as
published  on the next succeeding Business Day by the  Federal
Reserve  Bank of New York, provided that (a) if  the  day  for
which such rate is to be determined is not a Business Day, the
Federal  Funds Rate for such day shall be such  rate  on  such
transactions  on  the  next  preceding  Business  Day  as   so
published on the next succeeding Business Day and (b) if  such
rate  is  not  so published for any Business Day, the  Federal
Funds Rate for such Business Day shall be the arithmetic  mean
of  three  rates quoted by Federal funds brokers to  Chase  on
such  Business Day on such transactions as determined  by  the
Agent.

          "Fee  Letter":   the letter dated  August  19,  1994
between the Obligors and the Agent relating to certain  agency
and  other  fees in respect of the credit facilities  provided
hereunder.

          "Financing Lease":  any lease of property,  real  or
personal,  the obligations of the lessee in respect  of  which
are  required in accordance with GAAP to be capitalized  on  a
balance sheet of the lessee.

          "First Scheduled Termination Date": the third  (3rd)
anniversary date of the Effective Date, provided that if  such
date  is  not  a Business Day, the First Scheduled Termination
Date shall be the preceding Business Day.

          "GAAP":  generally accepted accounting principles in
the  United  States of America in effect from  time  to  time,
except that for purposes of Sections 9.01, 9.02 and 9.03, GAAP
shall  be determined on the basis of such principles in effect
on  the  date  hereof and consistent with those  used  in  the
preparation of the audited financial statements referred to in
Section 7.01.

          "Governmental Authority":  any nation or government,
any  state  or  other political subdivision  thereof  and  any
entity exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to government.

          "Guarantee  Obligation":   as  to  any  Person  (the
"guaranteeing  person"), any obligation  of  the  guaranteeing
person  guaranteeing or intended to guarantee any Indebtedness
(the  "primary obligations") of any other Person (the "primary
obligor")  in  any  manner, whether  directly  or  indirectly,
including,   without  limitation,  any   obligation   of   the
guaranteeing  person,  whether  or  not  contingent,  (i)   to
purchase   any   such  primary  obligation  or  any   property
constituting  direct or indirect security  therefor,  (ii)  to
advance or supply funds (1) for the purchase or payment of any
such primary obligation or (2) to maintain working capital  or
equity capital of the primary obligor or otherwise to maintain
the  net  worth or solvency of the primary obligor,  (iii)  to
purchase  property, securities or services primarily  for  the
purpose  of  assuring the owner of any such primary obligation
of  the ability of the primary obligor to make payment of such
primary  obligation  or  (iv)  otherwise  to  assure  or  hold
harmless the owner of any such primary obligation against loss
in respect thereof; provided, however, that the term Guarantee
Obligation  shall not include endorsements of instruments  for
deposit or collection in the ordinary course of business.  The
amount  of any Guarantee Obligation of any guaranteeing person
shall be deemed to be the lower of (a) an amount equal to  the
stated  or  determinable amount of the primary  obligation  in
respect of which such Guarantee Obligation is made and (b) the
maximum  amount  for  which such guaranteeing  person  may  be
liable pursuant to the terms of the instrument embodying  such
Guarantee Obligation, unless such primary obligation  and  the
maximum  amount  for  which such guaranteeing  person  may  be
liable  are  not  stated or determinable, in  which  case  the
amount of such Guarantee Obligation shall be such guaranteeing
person's  maximum reasonably anticipated liability in  respect
thereof  as  determined by such guaranteeing  person  in  good
faith.

          "Guarantor":  as defined in the preamble.

          "Increased   Commitment  Addendum":   an  agreement,
substantially in the form attached hereto as Exhibit  H,  made
by  a  Lender and accepted by the Obligors and  the  Agent  in
accordance with Section 2.14.

          "Indebtedness":  of any Person at any date, (a)  all
indebtedness  of  such Person for borrowed  money  (including,
without   limitation,  deposits  but  excluding   non-interest
bearing deposits classified as official checks of such Person)
or  for  the  deferred purchase price of property or  services
(other  than  trade liabilities and other current  or  accrued
liabilities  arising in the ordinary course  of  business  and
payable in accordance with customary practices), (b) any other
indebtedness  of  such Person which is evidenced  by  a  note,
bond,  debenture,  credit  agreement  or  similar  instrument,
(c)  all  obligations of such Person under  Financing  Leases,
(d)  all  obligations of such Person in respect of acceptances
issued  or created for the account of such Person and (e)  all
indebtedness  for borrowed money secured by any  Lien  on  any
property owned by such Person even though such Person has  not
assumed  or  otherwise become liable for the payment  thereof;
provided,  however,  that  the  term  Indebtedness  shall  not
include  any repurchase obligation of such Person with respect
to  U.S.  Government securities on a book entry  basis  for  a
period  of  no  more  than three months where  the  repurchase
obligation  matures no later than the maturity  of  underlying
government   obligation  and  where  such  Person   owns   the
corresponding underlying government obligation.

          "Insured   Depository  Institution":   an   "insured
depository  institution" as defined in the FDIA,  12  U.S.C.A.
 1813(c)(2) (or any successor provision of the FDIA).

          "Interest Period":

          (a)   with  respect  to  any Eurodollar  Loan,  each
     period  commencing  on the date such Eurodollar  Loan  is
     made or Converted from a Loan of another Type or the last
     day  of the next preceding Interest Period for such  Loan
     and  ending on (1) the numerically corresponding  day  in
     the   first,  second,  third  or  sixth  calendar   month
     thereafter,  as  the Borrower may select as  provided  in
     Section  4.05,  except  that each  Interest  Period  that
     commences  on  the last Business Day of a calendar  month
     (or  on  any  day  for  which  there  is  no  numerically
     corresponding day in the appropriate subsequent  calendar
     month)  shall  end  on  the  last  Business  Day  of  the
     appropriate  subsequent calendar month  or  (2)  for  any
     period  of  less than one month or more than  six  months
     selected by the Borrower and acceptable to each Lender as
     provided in Section 4.05, the last day of such period;

          (b)   with respect to any Set Rate Loan, the  period
     commencing  on the date such Set Rate Loan  is  made  and
     ending on any Business Day at least 7 days thereafter, as
     the  Borrower may select as provided in Section  2.03(b);
     and

          (c)   with  respect  to any LIBOR Market  Loan,  the
     period  commencing on the date such LIBOR Market Loan  is
     made  and ending on the numerically corresponding day  in
     that number of calendar months thereafter as the Borrower
     may  select  as provided in Section 2.03(b), except  that
     each  such  Interest Period that commences  on  the  last
     Business  Day of a calendar month (or any day  for  which
     there   is  no  numerically  corresponding  day  in   the
     appropriate subsequent calendar month) shall end  on  the
     last  Business Day of the appropriate subsequent calendar
     month.

Notwithstanding the foregoing:  (i) if any Interest Period for
any  Eurodollar  Loan  or Competitive Bid  Option  Loan  would
otherwise end after the Termination Date, such Interest Period
shall,  subject to clause (iii) below, end on the  Termination
Date;  (ii) subject to clause (i) above, each Interest  Period
that would otherwise end on a day which is not a Business  Day
shall   end  on the next succeeding Business Day (or,  in  the
case  of  an Interest Period for a Eurodollar Loan or a  LIBOR
Market Loan, if such next succeeding Business Day falls in the
next succeeding calendar month, on the next preceding Business
Day);  and  (iii)  subject to clause  (ii)  above,  except  as
permitted  in  Section 4.05, no Interest Period for  any  Loan
(other than a Set Rate Loan or a Swing Line Loan) shall have a
duration  of less than one month (in the case of a  Eurodollar
Loan  or a LIBOR Market Loan) and, if the Interest Period  for
any Eurodollar Loan or LIBOR Market Loan would otherwise be  a
shorter  period, a Eurodollar Loan or LIBOR Market Loan  shall
not be available hereunder for such period.

          "Lenders": as defined in the preamble.

          "LIBO Margin": as defined in Section 2.03(c)(ii)(C).

          "LIBO  Rate": for any LIBOR Market Loan, a rate  per
annum equal to the Eurodollar Rate for the Interest Period for
such Loan.

          "LIBOR   Auction":  a  solicitation  of  CBO  Quotes
setting forth LIBO Margins based on the LIBO Rate pursuant  to
Section 2.03.

          "LIBOR  Market Loans": Competitive Bid Option  Loans
interest  rates on which are determined on the basis  of  LIBO
Rates pursuant to a LIBOR Auction.

          "Lien":    any   mortgage,  pledge,   hypothecation,
assignment, deposit arrangement, encumbrance, lien  (statutory
or   other),  charge  or  other  security  interest   or   any
preference,   priority   or  other   security   agreement   or
preferential  arrangement  of any kind  or  nature  whatsoever
(including, without limitation, any conditional sale or  other
title  retention  agreement  and any  Financing  Lease  having
substantially  the  same  economic  effect  as  any   of   the
foregoing).

          "Loan":   any  loan made by any Lender  pursuant  to
this Agreement.

          "Majority  Lenders":   at  any  time,  Lenders   the
Commitment Percentages of which aggregate more than 50%.

          "Material  Adverse  Effect":  with  respect  to  any
Obligor,  a  material  adverse effect  on  (a)  the  financial
condition  of  such Obligor and its Subsidiaries  taken  as  a
whole, (b) the ability of such Obligor to perform its material
obligations under any of the Credit Documents to which it is a
party,  (c)  the  validity or enforceability of  any  material
provisions  of  the  Credit Documents or (d)  the  rights  and
remedies of the Lenders and the Agent under any of the  Credit
Documents  but, in the case of this clause (d), excluding  any
developments  and  events generally applicable  to  comparable
banks and financial institutions.

          "Material   Subsidiary":  as  to   any   Person,   a
Subsidiary,  in  which  (a)  such  Person's  and   its   other
Subsidiaries'  proportionate share of the total assets  (after
intercompany   eliminations)  of   such   Subsidiary   exceeds
10  percent  of  the  total assets  of  such  Person  and  its
Subsidiaries  consolidated as of the end of the most  recently
completed  fiscal  year; or (b) such Person's  and  its  other
Subsidiaries' equity in the income from continuing  operations
before  income taxes, extraordinary items, and the  cumulative
effect of a change in accounting principles of such Subsidiary
exceeds  10  percent  of such income of such  Person  and  its
Subsidiaries  consolidated  for the  most  recently  completed
fiscal year.

          "New Lender":  as defined in Section 2.13.

          "Obligations":   the  collective  reference  to  the
unpaid  principal of and interest on the Loans and  all  other
amounts  owing by the Borrowers to the Agent and  the  Lenders
(including, without limitation, interest accruing at the  then
applicable rate provided in this Agreement after the  maturity
of the Loans and interest accruing at the then applicable rate
provided in this Agreement after the filing of any petition in
bankruptcy,   or   the   commencement   of   any   insolvency,
reorganization  or like proceeding, relating to  any  Borrower
whether  or  not  a  claim  for post-filing  or  post-petition
interest  is  allowed in such proceeding), whether  direct  or
indirect, absolute or contingent, due or to become due, or now
existing  or  hereafter incurred under this Agreement  or  any
other  Credit  Document, in each case whether  on  account  of
principal,   interest,   reimbursement   obligations,    fees,
indemnities, costs, expenses or otherwise (including,  without
limitation, all fees and disbursements of counsel to the Agent
or  to  the  Lenders  that are required  to  be  paid  by  the
Borrowers pursuant to the terms of this Agreement).

          "OCC":   the United States Office of the Comptroller
of Currency.

          "Participant":  as defined in Section 13.06(c).

          "PBGC":   the  Pension Benefit Guaranty  Corporation
established  pursuant to Subtitle A of Title IV of  ERISA,  or
any successor thereto.

          "PCC":  as defined in the preamble.

          "PCSI":  as defined in the preamble.

          "PCSI  Borrowing Limit":  at any time during any  of
the  periods  set forth below, the amount set  forth  opposite
such period:

           Period                  PCSI Borrowing Limit


From  the Effective  Date  to
but   excluding   the   first          $150,000,000
anniversary thereof
From the first anniversary of
the  Effective  Date  to  but
excluding     the      second          $250,000,000
anniversary thereof
From  the  second anniversary
of  the Effective Date to but
excluding      the      third          $350,000,000
anniversary thereof
Thereafter                     The  aggregate amount of  the
                               Commitments

          "Person":   an individual, partnership, corporation,
business  trust,  joint  stock company, trust,  unincorporated
association,  joint venture, Governmental Authority  or  other
entity of whatever nature.

          "Plan":   at a particular time, any employee benefit
plan  which  is  covered by ERISA and in respect  of  which  a
Borrower or a Commonly Controlled Entity is (or, if such  plan
were  terminated  at such time, would under  Section  4069  of
ERISA  be  deemed to be) an "employer" as defined  in  Section
3(5) of ERISA.

          "PNB":  as defined in the preamble.

          "Post-Default Rate":  in respect of any principal of
or  interest  on  any  Loan  or any other  amount  under  this
Agreement  or any other Credit Document that is not paid  when
due,  after  giving  effect  to any  applicable  grace  period
(whether  at  stated maturity, by acceleration,  by  mandatory
prepayment  or otherwise), a rate per annum during the  period
from  and including the due date to but excluding the date  on
which  such amount is paid in full equal to 2% plus  the  Base
Rate  as  in effect from time to time (provided that,  if  the
amount  so in default is principal of a Eurodollar Loan  or  a
Competitive Bid Option Loan and the due date thereof is a  day
other  than the last day of the Interest Period therefor,  the
"Post-Default  Rate"  for such principal  shall  be,  for  the
period  from and including such due date to but excluding  the
last day of the Interest Period, 2% plus the interest rate for
such  Loan  as  provided in Section 3.02 and, thereafter,  the
rate provided for above in this definition).

          "Prime  Rate":  the  rate  of  interest  per   annum
publicly  announced from time to time by Chase  as  its  prime
commercial lending rate in effect at its Principal Office (the
Prime  Rate  not  being  intended to be  the  lowest  rate  of
interest  charged  by Chase in connection with  extensions  of
credit to debtors).

          "Principal Office": the principal office  of  Chase,
located  on  the date hereof at 1 Chase Manhattan  Plaza,  New
York, New York 10081.

          "Property": any right or interest in or to  property
of  any  kind whatsoever, whether real, personal or mixed  and
whether tangible or intangible.

          "Quarterly  Dates":  the last day  of  March,  June,
September and December in each year; provided that if any such
day  is not a Business Day, then such Quarterly Date shall  be
the next preceding Business Day.

          "Quarterly  Period":  each  fiscal  quarter  of  the
Guarantor or part thereof during the period from the  date  of
this Agreement to the Termination Date.

          "Quotation Date":  as defined in Section 2.03(b).

          "Receivable": any amount owing, from time  to  time,
with  respect to a credit card, consumer revolving or consumer
installment loan account, residential mortgage loan account or
other  consumer  receivable owned  by  a  Borrower,  including
without  limitation, amounts owing for payment  of  goods  and
services, cash advances, convenience checks, annual membership
fees, finance charges, late charges, credit insurance premiums
and cash advance fees and fees relating to additional consumer
products.

          "Reference Lenders": Chase, Credit Suisse  and  Bank
of  America  National  Trust and Savings  Association  or  any
successor designated pursuant to Section 2.05(c).

          "Register":  as defined in Section 13.06(h).

          "Regulation  U":   Regulation  U  of  the  Board  of
Governors of the Federal Reserve System as in effect from time
to time.

          "Regulatory  Change":  with respect to  any  Lender,
any  change after the date of this Agreement in Federal, state
or  foreign law or regulations (other than a voluntary  change
by such Lender of its status from a national Lender to a state
Lender  or  thrift  or vice versa) or the adoption  or  making
after  such  date of any interpretation, directive or  request
applying  to  a  class  of  banks  or  financial  institutions
including  such  Lender  of or under  any  Federal,  state  or
foreign law or regulations (whether or not having the force of
law  and  whether or not failure to comply therewith would  be
unlawful)  by any court or governmental or monetary  authority
charged with the interpretation or administration thereof.

          "Required  Lenders":   at  any  time,  Lenders   the
Commitment Percentages of which aggregate more than 66-2/3%.

          "Requirement  of  Law":   as  to  any  Person,   the
Certificate   of   Incorporation   and   By-Laws   or    other
organizational or governing documents of such Person, and  any
law,  treaty,  rule  or  regulation  or  determination  of  an
arbitrator or a court or other Governmental Authority, in each
case  applicable to or binding upon such Person or any of  its
property  or  to which such Person or any of its  property  is
subject.

          "Responsible Officer":  with respect to any Obligor,
the  chairman  of  the  board, the  chief  executive  officer,
president, executive vice president, chief financial  officer,
senior  financial officer, treasurer, vice president,  finance
or  any senior vice president of such Obligor or, with respect
to  financial  matters,  the chief financial  officer,  senior
financial  officer,  treasurer,  controller,  vice  president,
finance  or  vice  president, corporate  development  of  such
Obligor;  provided,  that the term Responsible  Officer  shall
also  include any officer of such Obligor having  a  different
title  but  performing the same or similar  functions  as  the
above-designated officers.

          "Set Rate": as defined in Section 2.03(c)(ii)(D).

          "Set  Rate  Auction": a solicitation of  CBO  Quotes
setting forth Set Rates pursuant to Section 2.03.

          "Set  Rate Loans": Competitive Bid Option Loans  the
interest  rates on which are determined on the  basis  of  Set
Rates pursuant to a Set Rate Auction.

          "Subordinated  Debt":  with respect to  any  Person,
any  unsecured Indebtedness of such Person the payment of  the
principal   of  and  interest  on  which  and  other   payment
obligations of such Person in respect thereof are subordinated
to  the prior payment in full of the principal of and interest
(including post-petition interest) on the Loans and all  other
payment  obligations and liabilities of  such  Person  to  the
Agent  and the Lenders hereunder; provided that the  terms  of
such subordination may allow payments on such Indebtedness  if
no  Default or Event of Default has occurred and is continuing
hereunder.

          "Subsidiary":   as  to  any Person,  a  corporation,
partnership or other entity of which shares of stock or  other
ownership  interests having ordinary voting power (other  than
stock or such other ownership interests having such power only
by  reason  of  the  happening of a contingency)  to  elect  a
majority of the board of directors or other managers  of  such
corporation,  partnership or other  entity  are  at  the  time
owned,  or  the  management of which is otherwise  controlled,
directly or indirectly through one or more intermediaries,  or
both, by such Person.

          "Swing Line Amount":  $50,000,000.

          "Swing  Line Base Rate":  for any day, with  respect
to  any  Swing Line Base Rate Loan, a rate per annum equal  to
(x)  the Federal Funds Rate for such day plus (y) 0.3750%  per
annum.

          "Swing Line Base Rate Loans": Swing Line Loans  that
bear interest at rates based upon the Swing Line Base Rate.

          "Swing Line Commitment": the obligation of the Swing
Line Lender to make Swing Line Loans in an aggregate amount at
any  one  time outstanding up to but not exceeding  the  Swing
Line Amount.

          "Swing Line Lender": Chase.

          "Swing Line Loans": as defined in Section 2.04(a).

          "Swing  Line Money Market Loans": Swing  Line  Loans
that  bear  interest at rates based upon the Swing Line  Money
Market Rate.

          "Swing Line Money Market Rate": the rate of interest
per  annum applicable to a Swing Line Money Market Loan  to  a
Borrower  as  agreed by the Swing Line Lender and  a  Borrower
pursuant to Section 2.04(b).

          "Syndicated Loans":  as defined in Section 2.01.

          "Termination  Date":  (i) (A)  the  First  Scheduled
Termination  Date  or  (B) if the Termination  Date  has  been
extended  pursuant  to Section 2.12, the Extended  Termination
Date,  or  (ii) such earlier date as the Commitments shall  be
terminated pursuant to Section 2.05(b) or 11.

          "Type":   as to any Loan, its nature as a Base  Rate
Loan,  a Eurodollar Loan, a Swing Line Base Rate Loan, a Swing
Line  Money  Market Loan, a LIBOR Market Loan or  a  Set  Rate
Loan.

          "Unrefunded  Eurodollar  Loans":   as   defined   in
Section 2.15(b).

          "Unrefunded  Swing  Line  Loans":   as  defined   in
Section 2.04(d).

          "Utilization Fee":  as defined in Section 2.06(b).

          "Utilization Fee Rate": 0.1250% per annum.

          1.02  Other Definitional Provisions.

          (a)   Unless otherwise specified therein, all  terms
defined in this Agreement shall have the defined meanings when
used  in  any certificate or other document made or  delivered
pursuant hereto.

          (b)   As  used herein, and any certificate or  other
document  made or delivered pursuant hereto, accounting  terms
relating to the Obligors and their respective Subsidiaries not
defined in Section 1.01 and accounting terms partly defined in
Section  1.01,  to  the  extent not defined,  shall  have  the
respective meanings given to them under GAAP.

          (c)   The  words "hereof", "herein" and  "hereunder"
and  words of similar import when used in this Agreement shall
refer  to  this Agreement as a whole and not to any particular
provision of this Agreement, and Section, Schedule and Exhibit
references are to this Agreement unless otherwise specified.

          (d)   The  meanings  given to terms  defined  herein
shall  be  equally applicable to both the singular and  plural
forms of such terms.

          Section 2.  Amount and Terms of Commitments.

          2.01  Syndicated Loan Commitments.

          (a)   Subject  to  the terms and conditions  hereof,
each   Lender  severally  agrees  to  make  Syndicated   Loans
("Syndicated  Loans") to any and each Borrower  from  time  to
time  during the Commitment Period on any Business Day  in  an
aggregate principal amount at any one time outstanding not  to
exceed  the amount of such Lender's Commitment, provided  that
the  aggregate  principal  amount  of  all  Syndicated  Loans,
together   with   the  aggregate  principal  amount   of   all
Competitive Bid Option Loans and all Swing Line Loans  at  any
one time outstanding to all the Borrowers shall not exceed  an
amount  equal  to the aggregate amount of the  Commitments  in
effect at such time, and provided, further, that the aggregate
principal  amount  of  all  Loans to  PCSI  at  any  one  time
outstanding  shall  not exceed an amount  equal  to  the  PCSI
Borrowing  Limit  at such time.  During the Commitment  Period
each  Borrower may use the Commitments by borrowing, prepaying
the  Syndicated  Loans  in  whole  or  in  part,  reborrowing,
Converting Syndicated Loans of one Type into Syndicated  Loans
of  another Type or Continuing Syndicated Loans of one Type as
Syndicated Loans of the same Type, all in accordance with  the
terms and conditions hereof.

          (b)   The Syndicated Loans may from time to time  be
(i)  Eurodollar  Loans,  (ii)  Base  Rate  Loans  or  (iii)  a
combination thereof, as determined by the applicable  Borrower
and notified to the Agent in accordance with Sections 2.02 and
2.10,  provided that no Syndicated Loan shall  be  made  as  a
Eurodollar Loan after the day that is one month prior  to  the
Termination Date.

          (c)  The Competitive Bid Option Loans and Swing Line
Loans made by a Lender shall not reduce the Commitment of such
Lender to make Syndicated Loans, except to the extent that the
aggregate  principal amount of all Syndicated Loans,  together
with  the  aggregate principal amount of all  Competitive  Bid
Option  Loans  and  all  Swing Line  Loans  at  any  one  time
outstanding to all the Borrowers shall exceed an amount  equal
to  the aggregate amount of the Commitments in effect at  such
time.

          2.02  Procedure for Syndicated Loan Borrowing.  Each
Borrower   may  borrow  under  the  Commitments   during   the
Commitment  Period  on any Business Day,  provided  that  each
Borrower  shall  give the Agent irrevocable  notice  prior  to
11:00  A.M., New York City time, (a) three Business Days prior
to  the  requested Borrowing Date, if all or any part  of  the
requested  Syndicated  Loans are to  be  initially  Eurodollar
Loans,   or  (b)  on the requested Borrowing Date,  otherwise,
specifying  (i) the amount to be borrowed, (ii) the  requested
Borrowing  Date,  (iii)  whether the borrowing  is  to  be  of
Eurodollar Loans, Base Rate Loans or a combination thereof and
(iv)  if  the  borrowing  is  to  be  entirely  or  partly  of
Eurodollar  Loans, the amount of such Type  of  Loan  and  the
length   of  the  initial  Interest  Period  therefor.    Each
borrowing under the Commitments shall be in an amount equal to
(x)  in the case of Base Rate Loans, at least $5,000,000  (or,
if  the  then  Available Commitments are less than $5,000,000,
such  lesser amount) and (y) in the case of Eurodollar  Loans,
$5,000,000  or  a  whole  multiple  of  $1,000,000  in  excess
thereof.  Upon receipt of any such notice from a Borrower, the
Agent  shall promptly notify each Lender thereof.  Each Lender
will  make  the amount of its pro rata share of each borrowing
available  to  the Agent for the account of such  Borrower  at
account number NYAON 900-9-000002 maintained by the Agent with
Chase  at  the Principal Office prior to 1:00 P.M.,  New  York
City time, on the Borrowing Date requested by such Borrower in
funds immediately available to the Agent.  Such borrowing will
then  be  made  available to such Borrower  by  the  Agent  by
depositing the aggregate of the amounts made available to  the
Agent  by the Lenders, in like funds as received by the Agent,
in  the account of such Borrower at such office, or in another
account  designated by such Borrower in a notice to the  Agent
hereunder.

          2.03  Competitive Bid Option Loans.

          (a)   Subject  to the terms and conditions  of  this
Agreement, any Borrower may request the Lenders to make offers
to  make  Competitive Bid Option Loans to such  Borrower  from
time to time during the Commitment Period on any Business Day.
The  Lenders may, but shall have no obligation to,  make  such
offers and such Borrower may, but shall have no obligation to,
accept any such offers in the manner set forth in this Section
2.03.   Competitive Bid Option Loans may be LIBOR Market Loans
or  Set  Rate  Loans,  provided that the  aggregate  principal
amount of all Competitive Bid Option Loans, together with  the
aggregate  principal amount of all Syndicated  Loans  and  all
Swing Line Loans, at any one time outstanding to all Borrowers
shall  not  exceed an amount equal to the aggregate amount  of
the Commitments at such time, and, provided, further, that the
aggregate  principal amount of all Loans to PCSI  at  any  one
time  outstanding shall not exceed an amount equal to the PCSI
Borrowing Limit at such time.

          (b)   When any Borrower wishes to request offers  to
make  Competitive Bid Option Loans, it shall  give  the  Agent
(which shall promptly notify the Lenders) notice (a "CBO Quote
Request")  no  later than 11:00 a.m. New  York  City  time  on
(x)  the  fourth Business Day prior to the date  of  borrowing
proposed  therein, in the case of a LIBOR Auction or  (y)  the
Business  Day  next  preceding the date of borrowing  proposed
therein,  in the case of a Set Rate Auction (or, in  any  such
case, such other time and date as such Borrower and the Agent,
with  the  consent of the Majority Lenders, may agree).   Each
Borrower  may  request offers to make Competitive  Bid  Option
Loans  for up to three different Interest Periods in a  single
notice  (for  which  purpose  Interest  Periods  in  different
lettered  clauses  of  the definition of  the  term  "Interest
Period" shall be deemed to be different Interest Periods  even
if  they are coterminous); provided that the request for  each
separate Interest Period shall be deemed to be a separate  CBO
Quote  Request  for a separate borrowing (a  "Competitive  Bid
Option  Borrowing").  Each such notice shall be  substantially
in  the form of Exhibit B hereto and shall specify as to  each
Competitive Bid Option Borrowing:

               (i)  the proposed date of such borrowing, which
     shall be a Business Day;

               (ii)   the aggregate amount of such Competitive
     Bid  Option Borrowing, which shall be at least $5,000,000
     (or  a larger whole multiple of $1,000,000) but shall not
     cause  the  limit  specified in  Section  2.03(a)  to  be
     violated;

               (iii)   the  duration  of the  Interest  Period
     applicable thereto;

               (iv)   whether the CBO Quotes requested  for  a
     particular Interest Period are for LIBOR Market Loans  or
     Set Rate Loans; and

               (v)   if  the CBO Quotes requested are for  Set
     Rate  Loans, the date on which the CBO Quotes are  to  be
     submitted  if it is before the proposed date of borrowing
     (the date on which such CBO Quotes are to be submitted is
     called the "Quotation Date").

          (c)   (i)   Each Lender may submit one or  more  CBO
Quotes,  each  containing an offer to make a  Competitive  Bid
Option  Loan  in  response to any CBO Quote Request;  provided
that,  if a Borrower's request under Section 2.03(b) specified
more  than one Interest Period, such Lender may make a  single
submission  containing one or more CBO Quotes  for  each  such
Interest  Period.   Each CBO Quote must be  submitted  to  the
Agent  not later than (x) 2:30 p.m. New York City time on  the
fourth  Business Day prior to the proposed date of  borrowing,
in  the case of a LIBOR Auction or (y) 9:45 a.m. New York City
time  on the Quotation Date, in the case of a Set Rate Auction
(or,  in  any  such  case, such other time  and  date  as  the
Borrower requesting such bids and the Agent, with the  consent
of  the  Majority Lenders, may agree); provided that  any  CBO
Quote  may  be  submitted by Chase (or its Applicable  Lending
Office)  only  if  Chase (or such Applicable  Lending  Office)
notifies  the  requesting Borrower of the terms of  the  offer
contained  therein not later than (x) 2:15 p.m. New York  City
time on the fourth Business Day prior to the proposed date  of
borrowing, in the case of a LIBOR Auction or (y) 9:30 a.m. New
York  City time on the Quotation Date, in the case  of  a  Set
Rate  Auction.  Subject to Sections 5.03, 6.02 and 11  hereof,
any  CBO  Quote so made shall be irrevocable except  with  the
consent  of  the  Agent  given  on  the  instructions  of  the
requesting Borrower.

          (ii)   Each CBO Quote shall be substantially in  the
form of Exhibit C hereto and shall specify:

          (A)  the proposed date of borrowing and the Interest
     Period therefor;

          (B)   the  principal amount of the  Competitive  Bid
     Option  Loan  for which each such offer  is  being  made,
     which principal amount shall be at least $5,000,000 (or a
     larger  whole multiple of $1,000,000); provided that  the
     aggregate principal amount of all Competitive Bid  Option
     Loans  for which a Lender submits CBO Quotes (x)  may  be
     greater  or  less than the Available Commitment  of  such
     Lender but (y) may not exceed the principal amount of the
     Competitive   Bid  Option  Borrowing  for  a   particular
     Interest Period for which offers were requested;

          (C)   in  the  case of a LIBOR Auction,  the  margin
     above  or  below  the  applicable LIBO  Rate  (the  "LIBO
     Margin")  offered  for each such Competitive  Bid  Option
     Loan,  expressed as a percentage (rounded, if  necessary,
     to  the  nearest  1/10,000th of 1%) to  be  added  to  or
     subtracted from the applicable LIBO Rate;

          (D)  in the case of a Set Rate Auction, the rate  of
     interest per annum (rounded, if necessary, to the nearest
     1/10,000th  of 1%) offered for each such Competitive  Bid
     Option Loan (the "Set Rate"); and

          (E)  the identity of the quoting Lender.

Unless  otherwise  agreed  by the  Agent  and  the  requesting
Borrower,  no CBO Quote shall contain qualifying,  conditional
or similar language or propose terms other than or in addition
to  those set forth in the applicable CBO Quote Request (other
than  a condition limiting the aggregate amount of Competitive
Bid  Option  Loans for which such CBO Quote may  be  accepted)
and,  in  particular,  no CBO Quote may  be  conditioned  upon
acceptance by such Borrower of all (or some specified  minimum
other  than set forth herein) of the principal amount  of  the
Competitive Bid Option Loans for which such CBO Quote is being
made.

          (d)   The Agent shall (x) in the case of a Set  Rate
Auction,  as  promptly as practicable after the CBO  Quote  is
submitted (but in any event not later than 10:15 a.m. New York
City time on the Quotation Date) or (y) in the case of a LIBOR
Auction,  by  4:00 p.m. New York City time on the  day  a  CBO
Quote  is  submitted, notify the requesting  Borrower  of  the
terms (i) of any CBO Quote submitted by a Lender in accordance
with  Section  2.03(c) and (ii) of any CBO Quote that  amends,
modifies  or  is  otherwise inconsistent with a  previous  CBO
Quote  submitted by such Lender with respect to the  same  CBO
Quote  Request.   Any  such  subsequent  CBO  Quote  shall  be
disregarded by the Agent unless such subsequent CBO  Quote  is
submitted  solely to correct a manifest error in  such  former
CBO  Quote.   The  Agent's notice to the  requesting  Borrower
shall  specify  (A)  the  aggregate principal  amount  of  the
Competitive  Bid Option Borrowing for which offers  have  been
received  and  (B) the respective principal amounts  and  LIBO
Margins  or Set Rates, as the case may be, so offered by  each
Lender (identifying the Lender that made each CBO Quote).

          (e)   Not  later than (x) 10:00 a.m. New  York  City
time  on the third Business Day prior to the proposed date  of
borrowing,  in the case of a LIBOR Auction or (y)  11:00  a.m.
New York City time on the Quotation Date, in the case of a Set
Rate  Auction (or, in any such case, such other time and  date
as  the requesting Borrower and the Agent, with the consent of
the  Majority  Lenders,  may agree), the  requesting  Borrower
shall  notify the Agent of its acceptance or nonacceptance  of
the  offers so notified to it pursuant to Section 2.03(d) (and
the failure of the requesting Borrower to give such notice  by
such  time shall constitute nonacceptance) and the Agent shall
promptly  notify  each  affected  Lender.   In  the  case   of
acceptance, such notice shall be in substantially the form  of
Exhibit  D-1 hereto and shall specify the aggregate  principal
amount  of offers that are accepted for each Interest  Period.
The  requesting Borrower may accept any CBO Quote in whole  or
in part (provided that any CBO Quote accepted in part shall be
at  least $5,000,000 or a larger whole multiple of $1,000,000,
but  provided,  further, that the CBO Quote with  the  highest
LIBO  Margin  or Set Rate of the CBO Quotes that are  accepted
for  each Competitive Bid Option Borrowing may be accepted  in
part  for  less  than $5,000,000, but shall be  for  at  least
$1,000,000 or a larger whole multiple thereof); provided that:

              (i)   the  aggregate principal  amount  of  each
     Competitive  Bid  Option Borrowing  may  not  exceed  the
     applicable  amount  set forth in the  related  CBO  Quote
     Request;

             (ii)   the  aggregate principal  amount  of  each
     Competitive  Bid  Option  Borrowing  shall  be  at  least
     $5,000,000 (or a larger whole multiple of $1,000,000) but
     shall  not cause the limits specified in Section  2.03(a)
     to be violated;

            (iii)   acceptance of offers may be made  only  in
     ascending order of LIBO Margins or Set Rates, as the case
     may  be,  in each case beginning with the lowest rate  so
     offered; and

             (iv)  the requesting Borrower may not accept  any
     offer where the Agent has advised such Borrower that such
     offer  fails  to  comply  with  Section  2.03(c)(ii)   or
     otherwise  fails in any material respect to  comply  with
     the  requirements  of this Agreement (including,  without
     limitation, Section 2.03(a)).

If  offers are made by two or more Lenders with the same  LIBO
Margins  or  Set  Rates, as the case may  be,  for  a  greater
aggregate principal amount than the amount in respect of which
offers  are  accepted  for the related  Interest  Period,  the
principal amount of Competitive Bid Option Loans in respect of
which  such  offers  are accepted shall be  allocated  by  the
requesting  Borrower among such Lenders as nearly as  possible
(in  amounts  of  at least $5,000,000 or larger  multiples  of
$1,000,000, except that if such Lenders' LIBO Margins  or  Set
Rates  are  the highest of those accepted, such  Borrower  may
allocate  Competitive  Bid Option Loans  to  such  Lenders  in
amounts of less than $5,000,000, but such Loans shall  be  for
at  least  $1,000,000 or a larger whole multiple  thereof)  in
proportion  to the aggregate principal amount of such  offers.
Determinations  by the requesting Borrower of the  amounts  of
Competitive  Bid  Option  Loans shall  be  conclusive  in  the
absence  of  manifest  error.  Notwithstanding  anything  else
herein  to the contrary, the requesting Borrower shall not  be
obligated  to  accept  any  CBO Quote  unless  it  shall  have
delivered  a notice of acceptance as provided in this  Section
2.03(e).

          (f)   Any Lender whose offer to make any Competitive
Bid  Option  Loan  has  been accepted shall,  not  later  than
1:00  p.m.  New York City time on the date specified  for  the
making of such Loan, make the amount of such Loan available to
the  Agent at account number NYAON 900-9-000002 maintained  by
the  Agent  with Chase at the Principal Office in  immediately
available funds, for account of the requesting Borrower.  Such
borrowing will then be made available to such Borrower by  the
Agent  by  depositing  the  aggregate  of  the  amounts   made
available  to  the  Agent by the Lenders,  in  like  funds  as
received by the Agent, in the account of such Borrower at such
office, or in another account designated by such Borrower in a
notice to the Agent hereunder.

          (g)   Except  for  the purpose  and  to  the  extent
expressly  stated  in  Section  2.05(b),  the  amount  of  any
Competitive  Bid  Option Loan made by  any  Lender  shall  not
constitute a utilization of such Lender's Commitment.

          (h)   Promptly following each Competitive Bid Option
Borrowing, the Agent shall notify each Lender of the ranges of
bids  submitted and the highest and lowest bids  accepted  for
each Interest Period requested by the requesting Borrower  and
the aggregate amount borrowed pursuant to such Competitive Bid
Option Borrowing.

          (i)   Each  Borrower which makes a  Competitive  Bid
Loan  request shall pay to the Agent an administrative fee  of
$750  (regardless of the number of Interest  Periods  in  such
request).

          2.04  Swing Line Loans.

          (a)  Each Borrower may request the Swing Line Lender
to  make, and the Swing Line Lender agrees, upon the terms and
subject  to  the  conditions hereof, to make, loans  (each,  a
"Swing  Line Loan") to such Borrower from time to time  during
the  Commitment  Period on any Business Day  in  an  aggregate
amount  not  to exceed at any time outstanding the Swing  Line
Lender's  Swing  Line  Commitment  in  effect  at  such  time;
provided, that (i) the aggregate principal amount of all Swing
Line  Loans, together with the aggregate principal  amount  of
all  Competitive Bid Option Loans and all Syndicated Loans  at
the  time  outstanding to all Borrowers shall  not  exceed  an
amount  equal  to the aggregate amount of the  Commitments  in
effect  at  such time, (ii) the aggregate principal amount  of
all  Swing Line Loans made by the Swing Line Lender,  together
with  the  aggregate principal amount of all Syndicated  Loans
made  by the Swing Line Lender at the time outstanding to  all
Borrowers, shall not exceed the greater of Swing Line Lender's
Commitment or the Swing Line Commitment in effect at such time
and  (iii) the aggregate principal amount of all Loans to PCSI
at  any one time outstanding shall not exceed an amount  equal
to  the PCSI Borrowing Limit at such time.  Each borrowing  of
Swing  Line  Loans  shall  be  in  an  amount  not  less  than
$2,500,000  and  in integral multiples of $500,000  in  excess
thereof, and shall bear interest as provided in Section  3.02.
On  the terms and subject to the conditions of this Agreement,
each  Borrower  may  borrow  under this  Section  2.04,  repay
pursuant  to  Section 3.01 or prepay and reborrow  under  this
Section 2.04.

          (b)   Each  borrowing of Swing Line Loans  shall  be
made  on notice, given not later than 3:30 p.m. (New York City
time)  on  the date of the proposed borrowing, by the Borrower
requesting such Swing Line Loan to the Agent.  The Agent shall
give  prompt  notice thereof to the Swing Line  Lender.   Each
such  notice  of  a  borrowing of Swing Line  Loans  shall  be
substantially in the form of Exhibit D-3 hereto (a "Notice  of
Swing  Line  Borrowing") and shall be by  telephone  (promptly
confirmed  in  writing), telefacsimile (promptly confirmed  by
telephone)  or delivered by hand, specifying therein  (i)  the
requested date of such borrowing; (ii) the requested amount of
such   borrowing  and  (iii)  whether  the  Swing  Line  Loans
requested by such notice will bear interest at the Swing  Line
Money  Market  Rate  (as such rate may be agreed  between  the
requesting Borrower and the Agent as of the date of the making
of  such  Swing Line Loan) or the Swing Line Base  Rate.   The
Swing  Line Lender will make such borrowing available  to  the
Agent  within  two (2) hours after receipt of such  notice  of
such borrowing at account number NYAON 900-9-000002 maintained
by the Agent with Chase at the Principal Office in immediately
available funds, for account of the requesting Borrower.  Such
borrowing will then be made available to such Borrower by  the
Agent  by  depositing  the  aggregate  of  the  amounts   made
available to the Agent by the Swing Line Lender, in like funds
as  received by the Agent, in the account of such Borrower  at
such office, or in another account designated by such Borrower
in a notice to the Agent hereunder.

          (c)   The  amount of each Swing Line Loan  shall  be
payable on the seventh (7th) Business Day following the making
of  such  Loan  and in any event on the Termination  Date.   A
Borrower  may  prepay any Swing Line Loan on any Business  Day
only  upon  notice, which shall be irrevocable, to the  Agent,
received by the Agent not later than 12:00 noon (New York City
time)  on  such Business Day and otherwise given in accordance
with  Section  4.05.  Notwithstanding the  occurrence  of  any
Default  or  Event  of  Default  or  noncompliance  with   the
conditions precedent set forth in Section 6, if any Swing Line
Loans  shall remain outstanding at 10:00 A.M., New  York  City
time, on the seventh Business Day following the Borrowing Date
thereof  and if by such time on such seventh Business Day  the
Agent  shall  have received neither (i) a notice of  borrowing
delivered  pursuant to Section 2.02 requesting that  Loans  be
made  pursuant  to  Section 2.01 on such Business  Day  in  an
amount  at  least equal to the aggregate principal  amount  of
such  Swing  Line Loans, nor (ii) any other notice  indicating
the  related Borrower's intent to repay such Swing Line  Loans
with  funds  obtained from other sources, the Agent  shall  be
deemed  to  have  received a Notice  of  Borrowing  from  such
Borrower  pursuant to Section 2.02 requesting that  Base  Rate
Loans be made pursuant to Section 2.01 on such Business Day in
an  amount  equal to the aggregate amount of such  Swing  Line
Loans,  and the procedures set forth in Section 2.02 shall  be
followed in making such Base Rate Loans.  The proceeds of such
Base  Rate  Loans  shall be applied to repay such  Swing  Line
Loans.

          (d)  If, for any reason, Base Rate Loans may not  be
made  pursuant to paragraph (c) of this Section 2.04 to  repay
Swing  Line Loans as required by such paragraph, effective  on
the  date such Base Rate Loans would otherwise have been made,
each Lender severally agrees that it shall unconditionally and
irrevocably, without regard to the occurrence of  any  Default
or Event of Default, to the extent of such Lender's Commitment
Percentage,  purchase a participating interest in  such  Swing
Line  Loans ("Unrefunded Swing Line Loans").  Each Lender will
immediately  transfer  to the Agent, in immediately  available
funds,  the  amount of its participation, and the proceeds  of
such  participation shall be distributed by the Agent  to  the
Swing Line Lender in such amount as will reduce the amount  of
the  participating interest retained by the Swing Line  Lender
in  its  Swing Line Loans to its Commitment Percentage of  the
Base  Rate  Loans  which were to have been  made  pursuant  to
paragraph  (c) of this Section 2.04.  Each Lender shall  share
on   a  pro  rata  basis  (calculated  by  reference  to   its
participating  interest  in such  Swing  Line  Loans)  in  any
interest  which accrues thereon and in all repayments thereof.
All  payments  in respect of Unrefunded Swing Line  Loans  and
participations  therein  shall  be  made  in  accordance  with
Section 4.02.

          2.05  Changes of Commitments.

          (a)  The aggregate amount of the Commitments and the
Swing  Line Commitment shall be automatically reduced to  zero
on the Termination Date.

          (b)   The Borrowers shall have the right at any time
or  from  time  to  time (i) so long as no Swing  Line  Loans,
Syndicated   Loans  or  Competitive  Bid  Option   Loans   are
outstanding, to terminate the Commitments and (ii)  to  reduce
the  aggregate  unused  amount of the Commitments  (for  which
purpose use of the Commitments shall be deemed to include  the
aggregate   principal  amount  of  all   Swing   Line   Loans,
Competitive  Bid Option Loans and Syndicated Loans);  provided
that  (x)  the  Borrowers  shall  give  notice  of  each  such
termination  or  reduction as provided  in  Section  4.05  and
(y) each partial reduction shall be in an aggregate amount  at
least   equal   to  $10,000,000  or  in  whole  multiples   of
$10,000,000 in excess thereof or, if less, the amount  of  the
Available Commitments.

          (c)   Provided that no Default or Event  of  Default
shall have occurred and be continuing, the Borrowers, may,  at
any  time,  replace any Lender that has requested compensation
from  any  Borrower pursuant to Section 5.01 or 5.06 or  whose
obligations  in  respect of Eurodollar Loans or  LIBOR  Market
Loans  have been suspended pursuant to Section 5.03 by  giving
not  less  than  ten (10) Business Days' prior notice  to  the
Agent  (which  shall  promptly notify  such  Lender)  that  it
intends  to replace such Lender with respect to its Commitment
with  one  or more banks or financial institutions (including,
but  not  limited  to, any other Lender under this  Agreement)
selected  by  the Borrowers and acceptable to the  Swing  Line
Lender   and  the  Agent  (which  acceptance  shall   not   be
unreasonably  withheld).   Upon  the  effective  date  of  any
replacement  under this Section 2.05(c) and as a condition  to
such  replacement,  (i)  the  replacement  bank  or  financial
institution  shall  purchase the Loans  of  the  Lender  being
replaced  and  such Lender's rights hereunder for  a  purchase
price  equal to the outstanding principal amount of the  Loans
payable  to  such Lender plus accrued and unpaid  interest  on
such Loans and accrued and unpaid Facility Fees or Utilization
Fees  and  any other amounts payable to such Lender  hereunder
and  (ii)  an Assignment and Acceptance shall be executed  and
delivered  by such Lender and replacement bank at the  expense
of  the  Borrowers and accepted by the Agent  as  provided  in
Section 13.06(b), whereupon such replacement bank or financial
institution shall become a "Lender" for all purposes  of  this
Agreement  having a Commitment in the amount of such  Lender's
Commitment  assumed by it, and such Commitment of  the  Lender
being  replaced  shall be terminated upon such effective  date
and  all  of  such Lender's rights and obligations under  this
Agreement  shall terminate (provided that the  obligations  of
the  Borrowers under Sections 5.01, 5.05, 5.06  and  13.03  to
such  Lender  shall survive such replacement  as  provided  in
Section  13.07).  If the Commitment of any Lender  that  is  a
Reference  Lender  (or whose Applicable Lending  Office  is  a
Reference  Lender, as the case may be) shall terminate  (other
than  pursuant  to  Section 11 hereof) such  Reference  Lender
shall  thereupon cease to be a Reference Lender and, if  as  a
result  of  the  foregoing, there shall only be two  Reference
Lenders  remaining, then the Agent (with the approval  of  the
Borrowers,  such  approval  not to be  unreasonably  withheld)
shall,  by  notice to the Borrowers and the Lenders, designate
another  Lender as a Reference Lender, so that there shall  at
all times be three Reference Lenders.

          (d)   The Commitments once terminated or reduced may
not be reinstated.

          2.06  Fees.

          (a)   The  Borrowers jointly and severally agree  to
pay  to  the  Agent for the account of each Lender  a  fee  (a
"Facility  Fee") on the daily average amount of such  Lender's
Commitment (whether or not such Commitment has been  used,  in
whole  or in part, by the making of Loans hereunder)  for  the
period  from and including the date of this Agreement  to  but
not  including  the  earlier of the date  such  Commitment  is
terminated and the Termination Date, at a rate per annum equal
to  the  Facility Fee Rate.  Accrued Facility  Fees  shall  be
payable  in arrears on each Quarterly Date and on the  earlier
of the date the Commitments are terminated and the Termination
Date.

          (b)  For each Quarterly Period from the date of this
Agreement  to and including the Termination Date during  which
the daily average aggregate principal amount of all Syndicated
Loans and Swing Line Loans outstanding exceeds an amount equal
to  50%  of  the  daily  average of the total  Commitments  in
effect,  each  Borrower agrees to pay to  the  Agent  for  the
account  of  the Lenders a fee (a "Utilization Fee")  on  such
Borrower's proportionate share (based on the Loans outstanding
to  all  Borrowers)  of the excess of (i)  the  daily  average
principal amount of all Syndicated Loans and Swing Line  Loans
outstanding during such Quarterly Period over (ii) 50% of  the
daily  average of the total Commitments in effect during  such
Quarterly Period, at a rate per annum equal to the Utilization
Fee  Rate.  Accrued Utilization Fees, if any, shall be payable
in  arrears on each Quarterly Date and on the earlier  of  the
date the Commitments are terminated and the Termination Date.

          (c)   The  Borrowers jointly and severally agree  to
pay  to the Agent an administrative agency fee pursuant to the
terms of the Fee Letter.

          2.07   Lending Offices.  The Loans of each Type made
by  each  Lender shall be made and maintained at such Lender's
Applicable Lending Office for Loans of such Type.

          2.08   Several  Obligations.   The  failure  of  any
Lender to make any Loan to be made by it on the date specified
therefor  shall not relieve any other Lender of its obligation
to  make its Loan on such date, but neither any Lender nor the
Agent shall be responsible for the failure of any other Lender
to  make a Loan to be made by such other Lender, and no Lender
shall have any obligation to the Agent or any other Lender for
the  failure  by such Lender to make any Loan required  to  be
made  by such Lender.  The amounts payable by any Borrower  at
any  time  hereunder  to  each Lender shall  be  separate  and
independent debts.

          2.09  Evidence of Indebtedness.

          (a)   Each Lender shall maintain in accordance  with
its  usual  practice  an  account or accounts  evidencing  the
indebtedness of the Borrowers to the Applicable Lending Office
of   such  Lender  resulting  from  each  Loan  made  by  such
Applicable  Lending Office of such Lender from time  to  time,
including amounts of principal and interest payable  and  paid
to  such Applicable Lending Office of such Lender from time to
time under this Agreement.

          (b)   The Agent shall maintain the Register pursuant
to  Section  13.06(h), and a subaccount for  each  Lender,  in
which  Register  and  subaccount  (taken  together)  shall  be
recorded  (i)  the  amount of each Loan  made  hereunder,  the
Borrower  of each Loan, the Type and Class of each  Loan  made
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 Agent  hereunder
from any Borrower and any Lender's share thereof.

          (c)   The  entries made in the Register and accounts
maintained  pursuant  to  paragraphs  (a)  and  (b)  of   this
Section 2.09 shall, to the extent permitted by applicable law,
be  prima facie evidence of the existence and amounts  of  the
obligations  of  the  Borrowers  therein  recorded;  provided,
however,  that  the  failure of any Lender  or  the  Agent  to
maintain  such  account, such Register or such subaccount,  as
applicable,  or  any error therein, shall not  in  any  manner
affect  the  obligation  of  each  Borrower  to  repay   (with
applicable interest) the Loans made to such Borrower  by  such
Lender in accordance with the terms of this Agreement.

          2.10    Optional  Prepayments  and  Conversions   or
Continuations of Eurodollar Loans.  Subject to Sections  4.04,
5.01,  5.02  and 5.03, any Borrower shall have  the  right  to
prepay,  in whole or in part, Syndicated Loans, or to  Convert
Syndicated Loans of one Type into Syndicated Loans of  another
Type  or  Continue Syndicated Loans of one Type as  Syndicated
Loans  of  the  same Type, at any time or from time  to  time,
without   premium  or  penalty  (but  without   limiting   the
obligations  of  such Borrower under Section  5.05),  provided
that:   (a) the Borrower shall give the Agent notice  of  each
such  prepayment, Conversion or Continuation  as  provided  in
Section 4.05 hereof (and, upon the date specified in any  such
notice  of  prepayment, the amount to be prepaid shall  become
due and payable hereunder), and (b) upon any prepayment of any
Eurodollar  Loan prior to the last day of the Interest  Period
applicable thereto, the Borrower shall pay to each Lender,  in
addition   to  any  other  amounts  payable  by  the  Borrower
hereunder  in  connection  with such prepayment,  any  amounts
payable   to   such   Lender  pursuant  to  Section   5.05(a).
Notwithstanding the foregoing, and without limiting the rights
and  remedies of the Lenders under Section 11 hereof,  in  the
event  that  any Event of Default shall have occurred  and  be
continuing, the Agent may (and at the request of the  Majority
Lenders  shall) suspend the right of any Borrower  to  Convert
any Loan into a Eurodollar Loan, or to Continue any Loan as  a
Eurodollar Loan, in which event all Syndicated Loans shall  be
Converted  (on  the  last  day(s) of the  respective  Interest
Periods  therefor) or Continued, as the case may be,  as  Base
Rate  Loans.   No  Borrower shall have  any  right  to  prepay
Competitive Bid Option Loans.

          2.11    Mandatory  Prepayments  and  Reductions   of
Commitments.

          (a)  If, at any time, the aggregate principal amount
of  Loans  outstanding  exceeds the aggregate  amount  of  the
Commitments, the Borrowers will, within one (1) Business  Day,
prepay  an  amount  of Loans (together with  accrued  interest
thereon  and  amounts payable pursuant to Section  5.05)  such
that,  after  giving  effect thereto, the aggregate  principal
amount  of Loans outstanding to all Borrowers does not  exceed
such aggregate amount of the Commitments.

          (b)    The   Borrowers  shall  repay  the  aggregate
principal  amount  of  all  Loans to the  Borrowers  hereunder
(together with accrued interest thereon) and any other amounts
owing  to  any Lender that shall have declined to  extend  the
Termination  Date  as  set  forth  in  Section  2.12  on   the
Termination Date in effect with respect to such Lender without
giving effect to such extension.

          (c)    If,   on  any  Business  Day,  the  aggregate
principal  amount of Swing Line Loans outstanding exceeds  the
Swing  Line  Commitment in effect on such Business Day  (other
than  by  reason  of the application of the  proceeds  of  any
Syndicated  Loans made to the Borrower on such  Business  Day)
the  Borrowers shall, within one (1) Business Day after notice
thereof  delivered  by the Agent to the Borrowers,  prepay  an
amount  of  Swing  Line Loans (together with accrued  interest
thereon  and  amounts payable pursuant to Section  5.05)  such
that,  after  giving  effect thereto, the aggregate  principal
amount  of  such Swing Line Loans does not exceed  such  Swing
Line Commitment.

          (d)  If, on any Business Day on which any Syndicated
Loans are made or are to be made to any Borrower, the effect
of the making of any such Loan is or would be to cause the
aggregate amount of the Syndicated Loans and the Swing Line
Loans of the Swing Line Lender to exceed the greater of the
Swing Line Lender's Commitment or the Swing Line   Commitment
in effect on such Business Day after giving effect to the
making of such Loan, such Borrower shall, on such Business
Day, apply such portion of the proceeds of such Syndicated
Loans as is required to prepay an amount of Swing Line Loans
(together with accrued interest thereon and amounts payable
pursuant to Section 5.05) such that, after giving effect
thereto, the aggregate principal amount of the Syndicated
Loans and Swing Line Loans of the Swing Line Lender does not
exceed the greater of the Swing Line Lender's Commitment or
the Swing Line Commitment in effect at such time.  Each
Borrower hereby irrevocably authorizes and directs the Agent
to apply such portion of the proceeds of such Syndicated
Loans, otherwise payable to such Borrower's account pursuant
to Section 2.02, to the Swing Line Lender in satisfaction of
such Borrower's prepayment obligation under this Section
2.11(d).

          2.12  Extension of Termination Date.

          (a)  The Borrowers may, by notice given to the Agent
(which  shall promptly deliver a copy thereof to the  Lenders)
not  less  than sixty (60) days prior to the first, second  or
third  anniversaries of the Effective Date  request  that  the
Termination  Date  for  all  Lenders  be  extended   for   one
additional  year; provided that the Borrowers may obtain  only
one such extension.  Not later than thirty (30) days after the
Borrowers shall have made such request, each Lender, acting in
its sole discretion, shall notify the Agent of its response to
such  request; provided that any Lender which fails to respond
to  any  such  request  shall be deemed to  have  denied  such
request.  Such extension shall be effective as to each  Lender
agreeing  to such extension when (i) each Borrower shall  have
delivered  a  certificate to the Agent to the effect  that  no
Default  or  Event  of  Default shall  have  occurred  and  be
continuing with respect to such Borrower either on the date of
the  notice requesting such extension or the last date for the
Lenders'  responses, (ii) each Obligor shall have delivered  a
certificate  to  the  Agent to the effect  that  each  of  the
representations  and  warranties of  such  Obligor  set  forth
herein or in any Credit Document shall be true and complete in
all  material respects on and as of each of the date  of  such
notice  and the last date for the Lenders' responses with  the
same  force and effect as if made on and as of each 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) Lenders having not less than  50%  of
the Commitments as in effect at such time shall have agreed to
such  extension.   Each Lender shall make its own  independent
decision upon a request for extension of the Termination  Date
and  no  Lender shall be bound by the decision  of  any  other
Lender.   The  Agent  shall give each  Lender  notice  of  the
responses  of all of the Lenders within 45 days of receipt  of
such  request  from  the Borrowers.  In  connection  with  any
extension of the Termination Date, the aggregate amount of the
Commitments  shall  be  permanently  reduced  on   the   First
Scheduled  Termination  Date by the aggregate  amount  of  the
Commitments  of  all  Lenders  electing  not  to  extend   the
Termination Date for an additional year from such  date  which
have not been replaced pursuant to paragraph (b).

          (b)   If  the  Borrowers  shall  have  requested  an
extension  of  the Termination Date pursuant to paragraph  (a)
and  Lenders having not less than 50% of the Commitments shall
agree  to such extension pursuant thereto, the Borrowers shall
have  the  right on or before the First Scheduled  Termination
Date to replace any Lender which has not agreed to extend  the
Termination Date beyond such date with, and otherwise  add  to
this   Agreement,  one  or  more  other  banks  or   financial
institutions (which may include any Lender) with the  approval
of  the  Agent  (which  approval  shall  not  be  unreasonably
withheld),  each  of  which  additional  banks  or   financial
institutions  shall  have  entered  into  an  Assignment   and
Acceptance pursuant to which such additional bank or financial
institution  shall  accept  an  assignment  of  such  replaced
Lender's Loans and shall undertake a Commitment (and,  if  any
such additional bank or financial institution is a Lender, the
Commitment so undertaken shall be in addition to such Lender's
existing Commitment hereunder on such date), provided that the
Commitments  so  undertaken shall  not  exceed  the  aggregate
Commitments  of all non-extending Lenders.  If the Termination
Date  has  been  extended  to  the Extended  Termination  Date
pursuant   to  this  Section  2.12,  on  the  First  Scheduled
Termination  Date, (i) the Borrowers shall repay in  full  all
Loans  outstanding on such date made by any Lender  which  has
not agreed to extend the Termination Date beyond such date and
all  other  amounts owed to such Lender, and (ii) each  Lender
that has increased its Commitment and each additional bank  or
financial  institution  undertaking a  Commitment  shall  make
Loans  hereunder to the Borrowers in such amounts as shall  be
necessary  to  cause the outstanding amount of  such  existing
Lender's or additional bank's or financial institution's share
of  the  Syndicated  Loans  of all  Lenders,  expressed  as  a
percentage,  to  be equal to such existing  Lender's  or  such
additional   bank's  or  financial  institution's   Commitment
Percentage (after giving effect to such increase in  any  such
existing  Lender's Commitment).  The proceeds  of  such  Loans
shall  be  applied by the Agent on behalf of the Borrowers  to
the  partial repayment of the other Lenders' Loans  (including
Loans   of   existing  Lenders  that  have   increased   their
Commitments) to the extent necessary to effect such  proration
(and the pro-rata and sharing provisions of Section 4.02 shall
not be applicable to such payment).

          2.13  New Lenders.  During the period from the first
anniversary of the Effective Date to the Termination Date with
the  consent  of  the Borrowers and upon notification  to  the
Agent,  one or more additional banks or financial institutions
may  become a party to this Agreement by executing an addendum
hereto  with the Obligors and the Agent, substantially in  the
form   of   Exhibit  G,  whereupon  such  bank  or   financial
institution (each, a "New Lender") shall become a  Lender  for
all  purposes and to the same extent as if originally a  party
hereto  and shall be bound by and entitled to the benefits  of
this  Agreement, provided that, after giving  effect  to  such
addition,  (i)  the  aggregate Commitments  shall  not  exceed
$1,000,000,000  and  (ii) no Lender shall  have  a  Commitment
which  equals  or  exceeds 25% of the  aggregate  Commitments.
Effective as of the date on which any such New Lender  becomes
a  Lender pursuant to the provisions of this Section 2.13, the
aggregate Commitments shall be increased by the amount of such
New  Lender's  Commitment.   Each  New  Lender  undertaking  a
Commitment shall make Loans hereunder to the Borrowers in such
amounts as shall be necessary to cause the outstanding  amount
of  such  New  Lender's share of the Syndicated Loans  of  all
Lenders,  expressed as a percentage, to be equal to  such  New
Lender's  Commitment Percentage.  The proceeds of  such  Loans
shall  be  applied by the Agent on behalf of the Borrowers  to
the  partial  repayment  of the other Lenders'  Loans  to  the
extent  necessary to effect such proration (and  the  pro-rata
and sharing provisions of Section 4.02 shall not be applicable
to  such  payment).  Notwithstanding anything  herein  to  the
contrary,  if  there are Eurodollar Loans outstanding  to  any
Borrower,  a financial institution that becomes a  New  Lender
will   make  Eurodollar  Loans  to  such  Borrower  (pro  rata
according  to  its  Commitment  Percentage)  having   Interest
Periods  corresponding to the then unexpired portions  of  the
respective  Interest  Periods of  such  Eurodollar  Loans  and
bearing  interest  at a rate equal to the respective  interest
rates  then  applicable  to such Eurodollar  Loans.   Promptly
following  the addition of a New Lender hereunder,  the  Agent
shall  advise the Lenders of such addition, of the  amount  of
its  Commitment  and of the amount of any  borrowing  from  it
hereunder made simultaneously upon its addition.

          2.14   Increases in Commitments. During  the  period
from  the  first  anniversary of the  Effective  Date  to  the
Termination  Date  at the request of the  Borrowers  and  upon
notification to the Agent, any Lender may increase the  amount
of  its  Commitment by executing an addendum hereto  with  the
Obligors  and  the  Agent,  substantially  in  the   form   of
Exhibit  H,  whereupon  such Lender  shall  be  bound  by  and
entitled to the benefits of this Agreement with respect to the
full  amount of its Commitment as so increased, provided that,
after  giving  effect to any such increase, (i) the  aggregate
Commitments shall not exceed $1,000,000,000 and (ii) no Lender
shall  have  a Commitment which equals or exceeds 25%  of  the
aggregate Commitments.  Effective as of the date on which  any
such   Lender  increases  its  Commitment  pursuant   to   the
provisions  of  this  Section 2.14, the aggregate  Commitments
shall  be  increased by the amount of such Lender's additional
Commitment.   If on the date upon which such Lender  increases
its  Commitment  pursuant to this Section  2.14  there  is  an
unpaid   principal   amount   of   Syndicated   Loans    under
Section  2.01,  each  Borrower to whom  Syndicated  Loans  are
outstanding shall borrow from such Lender through  the  Agent,
subject to Section 6, an amount determined by multiplying  the
amount  of  the  increase  in such Lender's  Commitment  by  a
fraction,  the  numerator of which shall be  the  then  unpaid
principal  amount  of the Syndicated Loans  outstanding  under
Section  2.01  and  the  denominator of  which  shall  be  the
aggregate Commitments of the Lenders other than the amount  of
the  additional  Commitment of such  Lender.   Notwithstanding
anything herein to the contrary, if there are Eurodollar Loans
outstanding  to  any Borrower, such Lender  may  increase  its
Commitment  and make Eurodollar Loans to such Borrower  having
Interest  Periods corresponding to the then unexpired portions
of  the  respective Interest Periods of such Eurodollar  Loans
and  bearing  interest  at  a rate  equal  to  the  respective
interest rates then applicable to such Eurodollar Loans.   The
Agent  shall  advise  the  Lenders of  such  increase  in  the
Commitment of a Lender and of the amount of any borrowing from
it hereunder made simultaneously upon such increase.

          2.15    Transition  Provisions.  (a)   If   on   the
Effective  Date  there  is  an  unpaid  principal  amount   of
Syndicated  Loans which are Base Rate Loans,  each  Additional
Lender and each Lender whose Commitment has increased pursuant
to  the  amendment  and restatement of the Existing  Agreement
shall make Loans hereunder to the Borrowers in such amounts as
shall  be  necessary to cause the outstanding amount  of  each
such  Lender's  share of the Base Rate Loans of  all  Lenders,
expressed  as  a  percentage, to be  equal  to  such  Lender's
Commitment  Percentage.  The proceeds of such Loans  shall  be
applied by the Agent on behalf of the Borrowers to the partial
repayment of the other Lenders' Base Rate Loans to the  extent
necessary  to cause the outstanding amount of each such  other
Lender's  share  of  the  Base  Rate  Loans  of  all  Lenders,
expressed as a percentage, to be equal to such other  Lender's
Commitment Percentage (and the pro-rata and sharing provisions
of Section 4.02 shall not be applicable to such payment).

          (b)   If  on  the Effective Date there is an  unpaid
principal  amount  of  Syndicated Loans which  are  Eurodollar
Loans  or Competitive Bid Option Loans, the Additional Lenders
and  the Lenders whose Commitments have increased pursuant  to
the  amendment and restatement of the Existing Agreement shall
not  be  required  to  make any advances in  respect  thereof,
provided  that,  in  the case of Syndicated  Loans  which  are
Eurodollar  Loans, if such Eurodollar Loans are  converted  or
continued  on  the  last day of the Interest Period  therefor,
such conversion or continuation shall be pro rata according to
the  Commitments  of the Lenders after giving  effect  to  the
amendment  and  restatement  of the  Existing  Agreement,  and
provided, further, that if, for any reason any such Eurodollar
Loans  are  not repaid on the last day of the Interest  Period
therefor,  effective on such last day, each Additional  Lender
and each Lender whose Commitment has increased pursuant to the
amendment  and restatement of this Agreement severally  agrees
that  it shall unconditionally and irrevocably, without regard
to the occurrence of any Default or Event of Default, purchase
a participating interest in such Eurodollar Loans ("Unrefunded
Eurodollar  Loans") in an amount equal to, in the case  of  an
Additional Lender, such Lender's Commitment Percentage of such
Eurodollar  Loans,  and,  in  the  case  of  a  Lender   whose
Commitment shall have increased, the product of the  principal
amount  of  such Eurodollar Loans and a fraction the numerator
of  which  is  the  amount of the increase  in  such  Lender's
Commitment  and  the  denominator of which  is  the  aggregate
amount  of the Commitments.  Each such Lender will immediately
transfer  to  the Agent, in immediately available  funds,  the
amount  of  its  participation,  and  the  proceeds  of   such
participations shall be distributed by the Agent to the  other
Lenders  in  such  amounts as will reduce the  amount  of  the
participating interest retained by each such other  Lender  in
such   Eurodollar   Loans   to  their  respective   Commitment
Percentages of such Eurodollar Loans.  Each Lender shall share
on   a  pro  rata  basis  (calculated  by  reference  to   its
participating  interest  in  such  Eurodollar  Loans)  in  any
interest  which accrues thereon and in all repayments thereof.
All  payments  in respect of Unrefunded Eurodollar  Loans  and
participations  therein  shall  be  made  in  accordance  with
Section 4.02.

          Section 3.  Payments of Principal and Interest.

          3.01  Repayment of Loans.

          (a)   Each  Borrower hereby promises to pay  to  the
Agent  for  the account of each Lender the entire  outstanding
principal  amount of such Lender's Syndicated  Loans  to  such
Borrower,  and each such Syndicated Loan shall mature  and  be
payable in full, on the Termination Date.

          (b)   Each  Borrower hereby promises to pay  to  the
Agent   for  the  account  of  each  Lender  that  makes   any
Competitive  Bid  Option  Loan to  such  Borrower  the  entire
principal amount of such Competitive Bid Option Loan, and such
Competitive  Bid Option Loan shall mature and  be  payable  in
full,  on  the  last  day  of  the Interest  Period  for  such
Competitive Bid Option Loan.

          (c)   Each  Borrower hereby promises to pay  to  the
Agent  for  the  account of the Swing Line Lender  the  entire
outstanding principal amount of the Swing Line Lender's  Swing
Line  Loans,  and such Swing Line Loans shall  mature  and  be
payable  in full, on the seventh (7th) Business Day  following
the  date  each  such Loan is made and in  any  event  on  the
Termination Date.

          3.02   Interest.  Each Borrower hereby  promises  to
pay  to  the Agent for account of each Lender interest on  the
unpaid  principal amount of each Loan made by such  Lender  to
the Borrower for the period from and including the date of the
Loan  to  but excluding the date such Loan shall  be  paid  or
prepaid in full, at the following rates per annum:

          (a)  during such periods as such Loan is a Base Rate
     Loan, the Base Rate (as in effect from time to time);

          (b)    during  such  periods  as  such  Loan  is   a
     Eurodollar  Loan,  for  each  Interest  Period   relating
     thereto,  the  Eurodollar Rate for  such  Loan  for  such
     Interest Period plus the Applicable Margin;

          (c)   if such Loan is a LIBOR Market Loan, the  LIBO
     Rate  for such Loan for the Interest Period therefor plus
     (or  minus)  the LIBO Margin quoted by the Lender  making
     such Loan in accordance with Section 2.03;

          (d)   if such Loan is a Set Rate Loan, the Set  Rate
     for such Loan for the Interest Period therefor quoted  by
     the  Lender  making such Loan in accordance with  Section
     2.03;

          (e)  if such Loan is a Swing Line Money Market Loan,
     the Swing Line Money Market Rate agreed by the Swing Line
     Lender and the Borrower with respect to such Loan; and

          (f)   if  such Loan is a Swing Line Base Rate  Loan,
     the  Swing  Line  Base Rate (as in effect  from  time  to
     time).

Notwithstanding the foregoing, so long as any Event of Default
shall  have  occurred  and be continuing  with  respect  to  a
Borrower,  such Borrower hereby promises to pay to  the  Agent
for the account of each Lender interest at the applicable Post-
Default  Rate  (but  not  in  excess  of  that  permitted   by
applicable law) on any principal of and interest on  any  Loan
made  by such Lender to such Borrower and on any other  amount
owing  by  such Borrower hereunder or under any  other  Credit
Document.   Accrued  interest on each Loan  shall  be  payable
(i)  in  the  case  of  a  Base Rate Loan,  quarterly  on  the
Quarterly  Dates, (ii) in the case of a Eurodollar Loan  or  a
Competitive  Bid Option Loan, on the last day of the  Interest
Period  therefor and, in addition, if such Interest Period  is
longer than three months, on each Quarterly Date, and (iii) in
the  case of any Loan, upon the payment or prepayment  thereof
or  the Conversion of such Loan to a Loan of another Type (but
only  on  the principal amount so paid, prepaid or Converted),
except that interest payable at the Post-Default Rate shall be
payable  from  time  to time on demand.   Promptly  after  the
determination of any interest rate provided for herein or  any
change  therein, the Agent shall give notice  thereof  to  the
Lenders  to  which  such  interest  is  payable  and  to   the
Borrowers.

          SECTION    4.    Payments;   Pro   Rata   Treatment;
Computations; Etc.

          4.01  Payments.

          (a)  Except to the extent otherwise provided herein,
all  payments of principal, interest and other amounts  to  be
made  by any Obligor under this Agreement, and, except to  the
extent otherwise provided therein, all payments to be made  by
any Obligor under any other Credit Document, shall be made  in
Dollars,  in  immediately available funds, without  deduction,
set-off  or  counterclaim,  to the  Agent  at  account  number
NYAON  900-9-000002 maintained by the Agent with Chase at  the
Principal Office, not later than 2:00 p.m. New York City  time
on  the date on which such payment shall become due (each such
payment made after such time on such due date to be deemed  to
have been made on the next succeeding Business Day).

          (b)   Each Obligor shall, at the time of making each
payment  under  this Agreement, specify to  the  Agent  (which
shall  so notify the intended recipient(s) thereof) the  Loans
or  other  amounts payable by such Obligor hereunder to  which
such  payment  is  to be applied (and in the event  that  such
Obligor  fails  to so specify, or if an Event of  Default  has
occurred  and  is  continuing, the Agent may  distribute  such
payment  to  the  Lenders for application in  accordance  with
Section  4.02  or in such manner as the Majority  Lenders  may
determine to be appropriate).

          (c)   Each payment received by the Agent under  this
Agreement for account of any Lender shall be paid by the Agent
promptly  to such Lender, in immediately available funds,  for
account  of  such Lender's Applicable Lending Office  for  the
Loan  or other obligation in respect of which such payment  is
made.

          (d)   If  the  due  date of any payment  under  this
Agreement would otherwise fall on a day that is not a Business
Day,  such  date  shall  be extended to  the  next  succeeding
Business  Day, and interest shall be payable for any principal
so extended for the period of such extension.

          4.02   Pro  Rata  Treatment.  Except to  the  extent
otherwise  provided herein:  (a) each borrowing of  Syndicated
Loans  from the Lenders under Section 2.01 shall be made  from
the Lenders, each payment of a Facility Fee under Section 2.06
and  each payment of a Utilization Fee under Section  2.06  in
respect of Commitments and Loans, respectively, shall be  made
for  account of the Lenders, and each termination or reduction
of  the amount of the Commitments under Section 2.05 shall  be
applied to the respective Commitments of the Lenders, pro rata
according  to  the  amounts of their  respective  Commitments;
(b)  the  making,  Conversion and Continuation  of  Syndicated
Loans  of  a particular Type (other than Conversions  provided
for  by Section 5.04) shall be made pro rata among the Lenders
according to the amounts of their Commitments (in the case  of
making  of  Syndicated  Loans) or their respective  Syndicated
Loans  (in the case of Conversions and Continuations of Loans)
and the Interest Period for each Loan of such Type at the time
of  the  making, Conversion or Confirmation thereof  shall  be
coterminous  with the Interest Period of each  other  Loan  of
such  Type  made, Converted or Continued at such  time  (other
than  Loans of such Type for which a different Interest Period
has   been  chosen  in  accordance  with  the  terms  of  this
Agreement);  (c)  each payment or prepayment of  principal  of
Syndicated Loans by any Borrower shall be made for account  of
the  Lenders pro rata in accordance with the respective unpaid
principal  amounts  of  the Syndicated  Loans  held  by  them,
provided  that  if immediately prior to giving effect  to  any
such   payment  in  respect  of  any  Syndicated   Loans   the
outstanding principal amount of the Syndicated Loans shall not
be  held  by  the  Lenders pro rata in accordance  with  their
respective  Commitments in effect at the time such Loans  were
made  (by  reason  of a failure of a Lender  to  make  a  Loan
hereunder in the circumstances described in the last paragraph
of  Section 13.04), then such payment shall be applied to  the
Syndicated Loans in such manner as shall result, as nearly  as
is  practicable, in the outstanding principal  amount  of  the
Syndicated  Loans  being  held by  the  Lenders  pro  rata  in
accordance with their respective Commitments; (d) each payment
of  interest on Syndicated Loans by any Borrower shall be made
for  account  of the Lenders pro rata in accordance  with  the
amounts of interest on such Loans then due and payable to  the
respective  Lenders;  and (e) each payment  or  prepayment  of
principal  of Loans by any Borrower shall be made for  account
of  the  Lenders  pro rata in accordance with  the  respective
unpaid principal amounts of each Loan then due and payable.

          4.03   Computations.  Facility Fees and interest  on
Competitive Bid Option Loans, Swing Line Base Rate  Loans  and
Eurodollar Loans shall be computed on the basis of a  year  of
360  days and actual days elapsed (including the first day but
excluding  the  last day) occurring in the  period  for  which
payable  and Utilization Fees and interest on Base Rate  Loans
shall  be computed on the basis of a year of 365 or 366  days,
as  the  case  may be, and actual days elapsed (including  the
first  day but excluding the last day) occurring in the period
for  which  payable.  Notwithstanding the foregoing,  (i)  for
each day that the Base Rate is calculated by reference to  the
Federal  Funds  Rate,  interest on Base Rate  Loans  shall  be
computed  on  the basis of a year of 360 days and actual  days
elapsed  and (ii) interest on Set Rate Loans with an  Interest
Period of 270 days or more shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

          4.04   Minimum  Amounts.   Except  as  provided   in
Section  2.02 and 2.04(a) and except for mandatory prepayments
made  pursuant to Section 2.11 and Conversions or  prepayments
made  pursuant  to  Section  5.04 and  except  for  any  Loans
required  to be made pursuant to Section 2.15, each borrowing,
Conversion and partial prepayment of principal of Loans  shall
be  in an aggregate amount at least equal to $5,000,000 or  in
multiples   of   $1,000,000  in  excess  thereof  (borrowings,
Conversions or prepayments of or into Loans of different Types
or, in the case of Eurodollar Loans, having different Interest
Periods  at  the  same time hereunder to  be  deemed  separate
borrowings,  Conversions and prepayments for purposes  of  the
foregoing, one for each Type or Interest Period).  Anything in
this  Agreement to the contrary notwithstanding, the aggregate
principal amount of Eurodollar Loans having the same  Interest
Period  shall be in an amount at least equal to $5,000,000  or
in multiples of $1,000,000 in excess thereof.

          4.05  Certain Notices.  Except as otherwise provided
in  Section  2.03 with respect to the borrowing of Competitive
Bid  Option  Loans  and in Section 2.04 with  respect  to  the
borrowing of Swing Line Loans, notices by any Borrower to  the
Agent  of  terminations or reductions of the  Commitments,  of
borrowings,    Conversions,   Continuations    and    optional
prepayments of Loans and of Classes and Types of Loans and  of
the  duration  of  Interest Periods shall be  irrevocable  and
shall  be  effective only if received by the Agent  not  later
than  11:00 a.m. New York City time on the number of  Business
Days prior to the date of the relevant termination, reduction,
borrowing, Conversion, Continuation or prepayment or the first
day of such Interest Period specified below:


                                   Number of
          Notice                   Business Days
                                   Prior
Termination or reduction of             3
Commitments
Borrowing or prepayment of, or          0
Conversions into, Base Rate
Loans
Borrowing or prepayment of,             3
Conversions into, Continuations
as, or duration of Interest
Period for, Eurodollar Loans
Duration of Interest Period for         4
Eurodollar Loans of less than
one month or more than six
months

Each such notice of termination or reduction shall specify the
amount  of the Commitments to be terminated or reduced.   Each
such  notice  of  borrowing of Syndicated Loans  shall  be  in
substantially  the form of Exhibit D-2 hereto, specifying  the
amount (subject to Section 4.04) and Type of each Loan  to  be
borrowed  and  the  date of borrowing.  Each  such  notice  of
Conversion, Continuation or optional prepayment shall  specify
the  Type  of  Loans to be borrowed, Converted,  Continued  or
prepaid and the amount (subject to Section 4.04) (and, in  the
case  of  a  Conversion, the Type of Loan to result from  such
Conversion)  and  the  date  of  Conversion,  Continuation  or
optional  prepayment  (which shall be a Business  Day).   Each
such  notice  of  the  duration of an  Interest  Period  shall
specify  the Loans to which such Interest Period is to relate.
The Agent shall promptly notify the Lenders of the contents of
each  such  notice.  In the event that such  notice  from  the
Borrower  requests  a  borrowing  or  Continuation  of,  or  a
Conversion  into,  a  Eurodollar Loan specifying  an  Interest
Period  of  less than one month or more than six months,  each
Lender  shall notify the Agent not later than 11:00 a.m.  (New
York  City time) one Business Day after receipt of such notice
as to whether funds are available to such Lender in the amount
and  for the Interest Period requested.  Unless such funds are
so  available  to each Lender, such notice from  the  Borrower
shall  be  deemed  to  be canceled.  In  the  event  that  the
Borrower fails to select the Type of Loan, or the duration  of
any  Interest Period for any Eurodollar Loan, within the  time
period  and  otherwise as provided in this Section 4.05,  such
Loan   (if   outstanding  as  a  Eurodollar  Loan)   will   be
automatically Converted into a Base Rate Loan on the last  day
of  the  then  current Interest Period for such  Loan  or  (if
outstanding as a Base Rate Loan) will remain as,  or  (if  not
then outstanding) will be made as, a Base Rate Loan.

          4.06  Non-Receipt of Funds by the Agent.  Unless the
Agent  shall  have been notified by a Lender or  any  Borrower
(the  "Payor") prior to the date on which the Payor is to make
payment to the Agent of (in the case of a Lender) the proceeds
of  a Loan to be made by such Lender hereunder or (in the case
of  a  Borrower) a payment to the Agent for account of one  or
more  of  the  Lenders  hereunder (such payment  being  herein
called   the  "Required  Payment"),  which  notice  shall   be
effective upon receipt, that the Payor does not intend to make
the  Required Payment to the Agent, the Agent may assume  that
the  Required Payment has been made and may, in reliance  upon
such  assumption  (but  shall not be required  to),  make  the
amount thereof available to the intended recipient(s) on  such
date  and,  if  the  Payor has not in fact made  the  Required
Payment to the Agent, the recipient(s) of such payment  shall,
on  demand,  repay to the Agent the amount so  made  available
together  with interest thereon in respect of each day  during
the  period  commencing on the date such amount  was  so  made
available by the Agent until the date the Agent recovers  such
amount  at  a rate per annum equal to, for each of  the  first
three  days following the date such amount was made  available
by  the  Agent,  the  Federal Funds Rate  for  such  day,  and
following  such three day period, the interest rate applicable
to  the  Loans  corresponding to such  amount,  and,  if  such
recipient(s)  shall fail promptly to make  such  payment,  the
Agent  shall  be entitled to recover such amount,  on  demand,
from the Payor, together with interest as aforesaid.

          4.07  Sharing of Payments, Etc.

          (a)   Each Borrower agrees that, in addition to (and
without limitation of) any right of set-off, banker's lien  or
counterclaim  the  Agent or a Lender may otherwise  have,  the
Agent  and  each Lender shall be entitled, at its  option,  to
offset balances held by it for account of such Borrower at any
of  its  offices, in Dollars or in any other currency, against
any principal of or interest on any of such Lender's Loans  or
any  other  amount  payable to such Lender  or  to  the  Agent
hereunder,  that is not paid when due (regardless  of  whether
the balances are then due to such Borrower), in which case  it
shall  promptly  notify such Borrower and the  Agent  thereof,
provided  that the Agent's or Lender's failure  to  give  such
notice shall not affect the validity thereof.

          (b)   If  any Lender shall obtain from any  Borrower
payment  of any principal of or interest on any Loan owing  to
it  or payment of any other amount under this Agreement or any
other Credit Document through the exercise of any right of set-
off,  banker's  lien  or  counterclaim  or  similar  right  or
otherwise (other than from the Agent as provided herein), and,
as a result of such payment, such Lender shall have received a
greater  percentage  of the principal of or  interest  on  the
Loans  or  such other amounts then due hereunder or thereunder
by  such  Borrower to such Lender than the percentage received
by  any  other Lender except as permitted hereunder, it  shall
promptly  purchase  from such other Lenders participations  in
(or,  if  and  to the extent specified by such Lender,  direct
interests  in)  the Loans or such other amounts, respectively,
owing  to  such other Lenders (or in interest due thereon,  as
the  case  may  be)  in  such amounts,  and  make  such  other
adjustments  from time to time as shall be equitable,  to  the
end  that  all  the Lenders shall share the  benefit  of  such
excess  payment (net of any expenses that may be  incurred  by
such  Lender  in obtaining or preserving such excess  payment)
pro  rata  in accordance with the unpaid principal  of  and/or
interest  on  the  Loans or such other amounts,  respectively,
owing to each of the Lenders, provided that if at the time  of
such   payment  the  outstanding  principal  amount   of   the
Syndicated Loans shall not be held by the Lenders pro rata  in
accordance with their respective Commitments in effect at  the
time  such Loans were made (by reason of a failure of a Lender
to make a Loan hereunder in the circumstances described in the
last  paragraph  of  Section 13.04), then  such  purchases  of
participations and/or direct interests shall be made  in  such
manner  as  will result, as nearly as is practicable,  in  the
outstanding  principal  amount of the Syndicated  Loans  being
held  by the Lenders pro rata according to the amounts of such
Commitments.   To  such  end  all  the  Lenders   shall   make
appropriate  adjustments among themselves (by  the  resale  of
participations sold or otherwise) if such payment is rescinded
or must otherwise be restored.

          (c)   Nothing  contained herein  shall  require  any
Lender to exercise any such right or shall affect the right of
any Lender to exercise, and retain the benefits of exercising,
any  such  right  with  respect to any other  indebtedness  or
obligation   of  any  Borrower.   If,  under  any   applicable
bankruptcy,  insolvency  or  other  similar  law  any   Lender
receives  a  secured claim in lieu of a set-off to which  this
Section  4.07  applies,  such  Lender  shall,  to  the  extent
practicable,  exercise its rights in respect of  such  secured
claim  in  a manner consistent with the rights of the  Lenders
entitled  under this Section 4.07 to share in the benefits  of
any recovery on such secured claim.

          Section 5.  Yield Protection, Etc.

          5.01  Additional Costs.

          (a)   Each Borrower agrees to pay directly  to  each
Lender from time to time within 15 days after request is  made
by such Lender and receipt by such Borrower of the certificate
of  such  Lender described in Section 5.01(c) such amounts  as
such  Lender  may  reasonably determine  to  be  necessary  to
compensate such Lender for any increase in the costs that such
Lender reasonably determines are attributable to its making or
maintaining  any  Eurodollar Loans to  such  Borrower  or  its
obligation  to  make any Eurodollar Loans  hereunder  to  such
Borrower by an amount such Lender deems to be material, or any
reduction in any amount receivable by such Lender hereunder in
respect  of  any  of  such  Loans  or  such  obligation  (such
increases in costs and reductions in amounts receivable  being
herein   called  "Additional  Costs"),  resulting   from   any
Regulatory Change that:

               (i)   changes  the  basis of  taxation  of  any
     amounts  payable to such Lender under this  Agreement  in
     respect of any of such Loans (other than taxes imposed on
     or  measured by the overall net income of such Lender  or
     of its Applicable Lending Office for any of such Loans by
     any  jurisdiction in which such Lender has its  principal
     office or such Applicable Lending Office or is subject to
     taxation  other  than  as a result  of  the  transactions
     contemplated by this Agreement); or

               (ii)   imposes or modifies any reserve, special
     deposit  or similar requirements (other than Eurocurrency
     Reserve  Requirements)  relating  to  any  extensions  of
     credit or other assets of, or any deposits with or  other
     liabilities  of,  such Lender or any commitment  of  such
     Lender (including, without limitation, the Commitment  of
     such Lender hereunder).

If  any  Lender requests compensation from any Borrower  under
this  Section  5.01(a), such Borrower may, by notice  to  such
Lender  (with a copy to the Agent), suspend the obligation  of
such  Lender  thereafter  to make or Continue  Loans  to  such
Borrower  of  the Type with respect to which such compensation
is requested, or to Convert Loans of any other Type into Loans
of  such Type, until the Regulatory Change giving rise to such
request  ceases to be in effect (in which case the  provisions
of  Section  5.04  shall be applicable),  provided  that  such
suspension  shall  not  affect the right  of  such  Lender  to
receive the compensation so requested.

          (b)   Without  limiting the effect of the  foregoing
provisions  of  this  Section 5.01 (but without  duplication),
each  Borrower agrees to pay directly to each Lender from time
to  time on request such amounts as such Lender may reasonably
determine  to  be  necessary to compensate  such  Lender  (or,
without  duplication, the bank holding company of  which  such
Lender is a subsidiary) for any increase in such costs that it
reasonably determines to be material which are attributable to
the  maintenance  by  such Lender (or any  Applicable  Lending
Office  or such bank holding company), pursuant to any law  or
regulation   or  any  interpretation,  directive  or   request
(whether  or  not having the force of law and whether  or  not
failure to comply therewith would be unlawful) of any court or
governmental   or   monetary  authority  (i)   following   any
Regulatory  Change or (ii) changing after the date hereof  the
interpretation  or  administration of any  risk-based  capital
guideline  or  other requirement (whether or  not  having  the
force  of  law  and  whether  or not  the  failure  to  comply
therewith would be unlawful) heretofore or hereafter issued by
any   government  or  governmental  or  supervisory  authority
implementing   at   the  national  level  the   Basle   Accord
(including,  without limitation, the Final Risk-Based  Capital
Guidelines  of  the Board of Governors of the Federal  Reserve
System  (12 C.F.R. Part 208, Appendix A; 12 C.F.R.  Part  225,
Appendix A) and the Final Risk-Based Capital Guidelines of the
Office  of the Comptroller of the Currency (12 C.F.R. Part  3,
Appendix A)), of capital in respect of its Commitment or Loans
to  such  Borrower  (such  compensation  to  include,  without
limitation,  an amount equal to any reduction of the  rate  of
return  on  equity  of such Lender (or any Applicable  Lending
Office  or  such bank holding company) to a level  below  that
which  such Lender (or any Applicable Lending Office  or  such
bank  holding company) could have achieved but for  such  law,
regulation,   interpretation,  directive  or  request).    For
purposes  of this Section 5.01(b), "Basle Accord"  shall  mean
the  proposals for risk-based capital framework  described  by
the  Basle  Committee on Lending Regulations  and  Supervisory
Practices in its paper entitled "International Convergence  of
Capital Measurement and Capital Standards" dated July 1988, as
amended, modified and supplemented and in effect from time  to
time or any replacement thereof.

          (c)   Each Lender shall notify each Borrower of  any
event  occurring  after the date of this  Agreement  entitling
such Lender to compensation under paragraph (a) or (b) of this
Section  5.01  as promptly as practicable, but  in  any  event
within  30  days,  after such Lender obtains actual  knowledge
thereof;  provided that each Lender will designate a different
Applicable  Lending  Office  for  the  Loans  of  such  Lender
affected by such event if such designation will avoid the need
for,  or reduce the amount of, such compensation and will not,
in the sole opinion of such Lender, be disadvantageous to such
Lender,  except that such Lender shall have no  obligation  to
designate  an Applicable Lending Office located in the  United
States  of America.  Each Lender will furnish to each Borrower
a  certificate  setting forth the basis  and  amount  of  each
request by such Lender for compensation under paragraph (a) or
(b)  of this Section 5.01.  Determinations and allocations  by
any Lender for purposes of this Section 5.01 of the effect  of
any  Regulatory  Change  pursuant to  paragraph  (a)  of  this
Section  5.01, or of the effect of capital maintained pursuant
to paragraph (b) of this Section 5.01, on its costs or rate of
return  of maintaining Loans or its obligation to make  Loans,
or on amounts receivable by it in respect of Loans, and of the
amounts  required to compensate such Lender under this Section
5.01, shall be prima facie evidence of such determinations and
allocations.

          (d)   Notwithstanding the foregoing, no Lender shall
be  entitled to any compensation described in Section  5.01(a)
or  (b) unless, at the time it requests such compensation,  it
is  the  policy or general practice of such Lender to  request
compensation  for  comparable costs in  similar  circumstances
under  comparable  provisions of other credit  agreements  for
comparable  customers unless specific facts  or  circumstances
applicable to any Obligor or the transactions contemplated  by
this  Agreement  would alter such policy or general  practice,
provided that nothing in this Section 5.01(d) shall preclude a
Lender  from waiving the collection of similar costs from  one
or more of its other customers.

          (e)    If  any  Lender  fails  to  give  the  notice
described  in Section 5.01(c) within 30 days after it  obtains
actual knowledge of the event required to be described in such
notice,  such  Lender shall, with respect to any  compensation
that  would otherwise be owing to such Lender under  paragraph
(a)  or  (b) of this Section 5.01, only be entitled to payment
for  increased  costs incurred from after the date  that  such
Lender does give such notice.

          5.02  Limitation on Types of Loans.  Anything herein
to  the  contrary  notwithstanding, if, on  or  prior  to  the
determination of any Eurodollar Rate for any Interest Period:

          (a)   the  Agent is advised by the Reference  Banks,
     that  quotations  of  interest  rates  for  the  relevant
     deposits  referred  to in the definition  of  "Eurodollar
     Rate"  in  Section 1.01 hereof are not being provided  in
     the  relevant amounts or for the relevant maturities  for
     purposes  of  determining  rates  of  interest  for   any
     Eurodollar  Loans  or  LIBOR  Market  Loans  as  provided
     herein; or

          (b)   if the related Loans are Syndicated Loans, the
     Majority Lenders notify the Agent that the relevant rates
     of  interest referred to in the definition of "Eurodollar
     Rate" in Section 1.01 hereof upon the basis of which  the
     rate  of  interest for Eurodollar Loans for such Interest
     Period  is to be determined are not likely adequately  to
     cover  the  cost to such Lenders of making or maintaining
     such  Type  of  Loans  for  such Interest  Period  (which
     determination   by   the  Majority  Lenders,   shall   be
     conclusive);

then  the  Agent  shall give each affected Borrower  and  each
Lender  prompt  notice thereof and, so long as such  condition
remains in effect, the Lenders shall be under no obligation to
make  additional Loans of such Type, to Continue Loans of such
Type  or to Convert Loans of any other Type into Loans of such
Type, and the Borrowers shall, on the last day(s) of the  then
current  Interest Period(s) for the outstanding Loans of  such
Type,  either  prepay such Loans or Convert  such  Loans  into
another Type of Loan in accordance with Section 2.10.

          5.03    Illegality.    Notwithstanding   any   other
provision  of  this Agreement, in the event  that  it  becomes
unlawful  for any Lender or its Applicable Lending  Office  to
honor  its obligation to make or maintain Eurodollar Loans  or
LIBOR  Market Loans hereunder, then such Lender shall promptly
notify  the  Borrowers thereof (with a copy to the Agent)  and
such  Lender's obligation to make or Continue, or  to  Convert
Loans  of  any  other  Type into, Eurodollar  Loans  shall  be
suspended  until such time as such Lender may again  make  and
maintain  Eurodollar Loans (in which case  the  provisions  of
Section  5.04 shall be applicable), and such Lender  shall  no
longer  be  obligated to make any LIBOR Market  Loan  that  it
offered to make prior to such event.

          5.04    Treatment  of  Affected   Loans.    If   the
obligation  of  any  Lender to make a Eurodollar  Loan  or  to
Continue, or to Convert Loans of any other Type into, Loans of
a  particular Type shall be suspended pursuant to Section 5.01
or  5.03  (Loans  of such Type being herein  called  "Affected
Loans" and such Type being herein called the "Affected Type"),
such  Lender's Affected Loans shall be automatically Converted
into  Base  Rate Loans on the last day(s) of the then  current
Interest  Period(s) for Affected Loans (or, in the case  of  a
Conversion required by Section 5.03, on such earlier  date  as
required  by  law)  and, unless and until  such  Lender  gives
notice  as provided below that the circumstances specified  in
Section  5.01  or  5.03 that gave rise to such  Conversion  no
longer exist:

          (a)  to the extent that such Lender's Affected Loans
     have  been so Converted, all payments and prepayments  of
     principal  that  would  otherwise  be  applied  to   such
     Lender's Affected Loans shall be applied instead  to  its
     Base Rate Loans; and

          (b)   all  Loans  that would otherwise  be  made  or
     Continued  by  such Lender as Loans of the Affected  Type
     shall  be  made or Continued instead as Base Rate  Loans,
     and  all  Loans  of such Lender that would  otherwise  be
     Converted  into  Loans  of the  Affected  Type  shall  be
     Converted  instead into (or shall remain  as)  Base  Rate
     Loans.

If  such  Lender gives notice to the Borrowers with a copy  to
the Agent that the circumstances specified in Section 5.01  or
5.03  that  gave  rise  to  the Conversion  of  such  Lender's
Affected  Loans pursuant to this Section 5.04 no longer  exist
(which   such   Lender  agrees  to  do  promptly   upon   such
circumstances ceasing to exist) at a time when  Loans  of  the
Affected  Type  made  by other Lenders are  outstanding,  such
Lender's Base Rate Loans shall be automatically Converted,  on
the first day(s) of the next succeeding Interest Period(s) for
such  outstanding Loans of the Affected Type,  to  the  extent
necessary so that, after giving effect thereto, all Syndicated
Loans  held by the Lenders holding Loans of the Affected  Type
and by such Lender are held pro rata (as to principal amounts,
Types   and   Interest  Periods)  in  accordance  with   their
respective Commitments.

          5.05  Compensation.  Each Borrower shall pay to  the
Agent  for  account of each Lender, upon the request  of  such
Lender  through the Agent, such amount or amounts as shall  be
sufficient  (in  the  reasonable opinion of  such  Lender)  to
compensate  it for any loss, cost or expense that such  Lender
reasonably determines is attributable to:

          (a)   any  payment, mandatory or optional prepayment
     or  Conversion of a Eurodollar Loan, LIBOR Market Loan or
     a  Set Rate Loan made by such Lender to such Borrower for
     any    reason   (including,   without   limitation,   the
     acceleration of the Loans pursuant to Section 11  hereof)
     on  a date other than the last day of the Interest Period
     for such Loan; or

          (b)   any  failure by such Borrower for  any  reason
     (including, without limitation, the failure of any of the
     conditions precedent specified in Section 6 hereof to  be
     satisfied but excluding any failure by such Borrower  due
     to  an event or circumstance described in Section 5.02 or
     5.03)  to  borrow a Eurodollar Loan or a Competitive  Bid
     Option  Loan  (with respect to which, in the  case  of  a
     Competitive Bid Option Loan, such Borrower has accepted a
     CBO  Quote)  from  such  Lender  on  the  date  for  such
     borrowing  specified in the relevant notice of  borrowing
     given pursuant to Section 2.02 or 2.03(e).

Without  limiting the effect of the preceding  sentence,  such
compensation shall be an amount equal to the excess,  if  any,
of  (i)  the  amount  of  interest that otherwise  would  have
accrued  on the principal amount so paid, prepaid or Converted
or  not borrowed for the period from the date of such payment,
prepayment, Conversion or failure to borrow to the last day of
the  then  current Interest Period for such Loan (or,  in  the
case of a failure to borrow, the Interest Period for such Loan
that  would  have  commenced on the date  specified  for  such
borrowing)  at the applicable rate of interest for  such  Loan
provided  for herein less the Applicable Margin (and less  any
LIBO Margin above the applicable LIBO Rate in the case of  any
LIBOR  Market  Loans) over (ii) the amount  of  interest  that
otherwise  would have accrued on such principal  amount  at  a
rate  per annum equal to the interest component of the  amount
such Lender would have bid in the London interbank market  (if
such Loan is a Eurodollar Loan or a LIBOR Market Loan) or  the
United  States  secondary certificate of  deposit  market  (or
other comparable United States market agreeable to such Lender
and such Borrower, if such amount cannot be determined for the
United  States  secondary certificate of deposit  market)  (if
such  Loan  is  a Set Rate Loan or a Swing Line  Money  Market
Loan)   for  Dollar  deposits  of  leading  banks  in  amounts
comparable  to  such  principal  amount  and  with  maturities
comparable  to such period (as reasonably determined  by  such
Lender).

          5.06  U.S. Taxes.

          (a)  Each Borrower agrees to pay to each Lender that
is  not a U.S. Person such additional amounts as are necessary
in  order that the net payment of any amount due to such  non-
U.S. Person by such Borrower hereunder after deduction for  or
withholding in respect of any U.S. Tax imposed with respect to
such payment (or in lieu thereof, payment of such U.S. Tax  by
such non-U.S. Person), will not be less than the amount stated
herein to be then due and payable, provided that the foregoing
obligation to pay such additional amounts shall not apply:

          (i)   to  any  payment to a Lender hereunder  unless
     such  Lender  is, on the date hereof (or on the  date  it
     becomes  a  Lender as provided in Section 2.12,  2.13  or
     13.06(b)  hereof) and on the date of any  change  in  the
     Applicable  Lending  Office of such Lender,  entitled  to
     submit  either a Form 1001 (relating to such  Lender  and
     entitling it to a complete exemption from withholding  on
     all payments to be received by it hereunder in respect of
     the  Loans) or Form 4224 (relating to all payments to  be
     received  by  such  Lender hereunder in  respect  of  the
     Loans); or

          (ii)   to  any  U.S. Tax that would  not  have  been
     imposed  but for the failure by such non-U.S.  Person  to
     comply   with   applicable  certification,   information,
     documentation or other reporting requirements  concerning
     the  nationality, residence, identity or connections with
     the  United States of America of such non-U.S. Person  if
     such  compliance is required by statute or regulation  of
     the  United States of America as a precondition to relief
     or exemption from such U.S. Tax.

For  the  purposes of this Section 5.06(a),  (w)  "Form  1001"
shall  mean  Form 1001 (Ownership, Exemption, or Reduced  Rate
Certificate) of the Department of the Treasury of  the  United
States  of  America,  (x) "Form 4224"  shall  mean  Form  4224
(Exemption  from  Withholding of  Tax  on  Income  Effectively
Connected  with  the  Conduct of a Trade or  Business  in  the
United States) of the Department of the Treasury of the United
States  of  America (or in relation to either such  Form  such
successor  and  related forms as may  from  time  to  time  be
adopted  by  the  relevant taxing authorities  of  the  United
States  of  America  to document a claim to  which  such  Form
relates), (y) "U.S. Person" shall mean a citizen, national  or
resident  of  the  United  States of America,  a  corporation,
partnership or other entity created or organized in  or  under
any  laws  of the United States of America, or any  estate  or
trust that is subject to Federal income taxation regardless of
the  source of its income and (z) "U.S. Taxes" shall mean  any
present  or  future tax, assessment or other  charge  or  levy
imposed by or on behalf of the United States of America or any
taxing authority thereof or therein.

          (b)   Within 30 days after paying any amount to  the
Agent  or any Lender from which it is required by law to  make
any  deduction or withholding, and within 30 days after it  is
required by law to remit such deduction or withholding to  any
relevant  taxing  or  other  authority,  each  Borrower  shall
deliver  to  the  Agent for delivery to such  non-U.S.  Person
evidence  in  the  control  of such  Borrower  and  reasonably
satisfactory to such Person of such deduction, withholding  or
payment (as the case may be).

          (c)   Each Lender which is not a U.S. Person  agrees
that:

          (i)   it  shall,  no  later than the  date  of  this
     Agreement  (or, in the case of a Lender which  becomes  a
     party  hereto pursuant to Section 2.12, 2.13 or  13.06(b)
     after  the  date hereof, the date upon which  the  Lender
     becomes a party hereto) deliver to the Borrowers and  the
     Agent  two  accurate  and complete  signed  originals  of
     Form  4224  or  Form 1001, as appropriate, in  each  case
     indicating  that  the Lender is on the date  of  delivery
     thereof entitled to receive payments under this Agreement
     free from withholding of U.S. Taxes;

          (ii)   if  at any time the Lender makes any  changes
     necessitating a new Form 4224 or Form 1001 or at any time
     any Borrower shall not be able to continue to rely on any
     Form  4224  or 1001 previously submitted by such  Lender,
     such  Lender shall, to the extent legally entitled to  do
     so  at  such time, promptly deliver to the Borrowers  and
     the  Agent  in  replacement for, or in addition  to,  the
     forms  previously delivered by it hereunder, two accurate
     and  complete  signed  originals  of  Form  4224  or  two
     accurate  and complete signed originals of Form 1001,  as
     appropriate, in each case indicating that the  Lender  is
     on  the  date  of  delivery thereof entitled  to  receive
     payments  under  this Agreement free from withholding  of
     U.S. Taxes;

          (iii)    it  shall,  promptly  upon  any  Borrower's
     reasonable  request  to  that  effect,  deliver  to  such
     Borrower  and  the  Agent  such other  forms  or  similar
     documentation as may be required from time to time by any
     applicable  law, treaty, rule or regulation in  order  to
     establish   such  Lender's  tax  status  for  withholding
     purposes.

          (d)    Notwithstanding  anything   herein   to   the
contrary,  no Borrower will be required to pay any  additional
amounts in respect of U.S. Taxes:

          (i)   if  the  obligation  to  pay  such  additional
     amounts  would not have arisen but for a failure by  such
     Lender    to   comply   with   its   obligations    under
     Section 5.06(c);

          (ii)   if  such Lender shall have delivered  to  the
     Borrowers  and the Agent a Form 4224 or a  Form  1001  in
     respect  of  such Applicable Lending Office  pursuant  to
     Section 5.06(c), and such Lender shall not on the date of
     delivery thereof or at any time thereafter be entitled to
     exemption from deduction or withholding of U.S. Taxes  in
     respect  of payments by such Borrower hereunder  for  the
     account of such Applicable Lending Office for any  reason
     other  than as a result of a change in United States  law
     or  regulations or in the official interpretation of such
     law  or regulations by any governmental authority charged
     with  the interpretation or administration thereof  after
     the  Effective  Date (or, in the case of a  Lender  which
     becomes a party hereto pursuant to Section 2.12, 2.13  or
     13.06(b) after the date hereof, the date upon which  such
     Lender becomes a party hereto);

          (iii)    with  respect  to  each  Lender,  if   such
     additional amounts represent taxes imposed on its income,
     or  franchise taxes imposed on it, by the jurisdiction of
     its  Applicable  Lending Office, or by  the  jurisdiction
     under  the laws of which the Lender is organized, or,  in
     either  such  case, any political subdivision  or  taxing
     authority thereof or therein.

          Section 6.  Conditions Precedent.

          6.01    Effective   Date.    This   amendment    and
restatement  of the Existing Agreement shall become  effective
on  the  first date (the "Effective Date") that  each  of  the
following  conditions shall have been satisfied  or  fulfilled
(or waived in accordance with Section 13.04):

          (a)   Documents.  The receipt by the  Agent  of  the
     following  documents, each of which shall be satisfactory
     to the Agent in form and substance:

               (i)    Corporate   Documents.   The   following
          documents, each certified as indicated below:

                    (1)  a copy of the charter, as amended and
          in  effect, of each Obligor certified as of a recent
          date by the secretary or assistant secretary of such
          Obligor,  and a certificate from the Comptroller  of
          the  Currency  or  the Secretary  of  State  of  its
          jurisdiction of incorporation, as the case  may  be,
          dated  as  of a recent date, as to the good standing
          of such Obligor; and

                    (2)  a certificate of the secretary or  an
          assistant  secretary  of  each  Obligor,  dated  the
          Effective  Date  and certifying  (A)  that  attached
          thereto  is a true and complete copy of the  by-laws
          of  such  Obligor as amended and in  effect  at  all
          times   from  the  date  on  which  the  resolutions
          referred  to  in  clause (B)  were  adopted  to  and
          including  the  date of such certificate,  (B)  that
          attached  thereto  is a true and  complete  copy  of
          resolutions  duly adopted by the board of  directors
          of  such Obligor authorizing the execution, delivery
          and  performance of such of the Credit Documents  to
          which  such Obligor is or is intended to be a  party
          and  the  extensions of credit hereunder,  and  that
          such  resolutions have not been modified,  rescinded
          or  amended  and  are  in  full  force  and  effect,
          (C)  that  the charter of such Obligor has not  been
          amended  since the date of the certification thereto
          furnished pursuant to clause (1) above, and  (D)  as
          to  the  incumbency and specimen signature  of  each
          officer   of  such  Obligor  executing  the   Credit
          Documents and each other document to be delivered by
          such  Obligor in connection therewith (and the Agent
          and  each  Lender  may  conclusively  rely  on  such
          certificate until it receives notice in writing from
          such Obligor).

               (ii)   Status and Officer's Certificates.  Each
          of  the conditions set forth in Section 6.02(a)  and
          (b)  shall be true and the Agent shall have received
          a  certificate of a senior officer of each Borrower,
          dated the Effective Date, to the effect set forth in
          Section 6.02(a) and(b).

               (iii)  Opinion of Counsel to the Obligors.   An
          opinion,  dated  the  Effective  Date,  of  in-house
          counsel  to the Obligors, substantially in the  form
          of  Exhibit E hereto and covering such other matters
          as the Agent may reasonably request.

               (iv)   Opinion  of Counsel to  the  Agent.   An
          opinion, dated the Effective Date, of Gibson, Dunn &
          Crutcher, counsel to the Agent, substantially in the
          form of Exhibit I hereto.

               (v)   Credit Agreement.  Counterparts  of  this
          Agreement  duly executed on behalf of  each  Obligor
          and each of the Agent and the Lenders.

               (vi)  Other Documents.  Such other documents as
          the Agent may reasonably request.

          (b)   Payment  of  Accrued Interest.   The  Obligors
     shall  have  paid to the Agent, for the  account  of  the
     Existing  Lenders,  all Facility Fees  and  all  interest
     accrued on outstanding Loans, to the extent such fees  or
     interest  was due and payable on or before the  Effective
     Date.

          (c)   Amendment Fee.  The Obligors shall  have  paid
     the  Agent  the amendment fee due pursuant to the  letter
     agreement dated September 5, 1995 among the Agent and the
     Obligors.

The  Agent  shall promptly give the Borrowers and each  Lender
notice of the Effective Date.

          6.02   Initial and Subsequent Loans.  The obligation
of  any  Lender  to  make  to any Borrower  its  initial  Loan
(including any Swing Line Loan, Competitive Bid Option Loan or
Syndicated   Loan),  any  subsequent  Swing   Line   Loan   or
Competitive Bid Option Loan and any subsequent Syndicated Loan
(other than Syndicated Loans made pursuant to Section 2.04(c))
that  increases the principal amount of outstanding Syndicated
Loans, upon the occasion of each borrowing, is subject to  the
conditions  precedent  that, both  immediately  prior  to  the
making  of such Loan and also after giving effect thereto  and
to the intended use thereof:

          (a)   No  Default.  No Default or Event  of  Default
     with respect to such Borrower or the Guarantor shall have
     occurred and be continuing;

          (b)    Representations  and  Warranties  True.   The
     representations and warranties made by such Borrower  and
     the  Guarantor  in Section 7 hereof and in  each  of  the
     other Credit Documents, shall be true and complete on and
     as  of  the  date  of the making of such  Loan  or  other
     extension of credit 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

          (c)   Notice.   All notices of such borrowing  shall
     have  been  properly and timely given in accordance  with
     the requirements of this Agreement.

Each  notice  of  borrowing  by any Borrower  hereunder  shall
constitute a certification by such Borrower to the effect  set
forth  in the preceding sentence (both as of the date of  such
notice and, unless such Borrower otherwise notifies the  Agent
prior  to the date of such borrowing, as of the date  of  such
borrowing).

          6.03   Initial  and Subsequent Loans To  PCSI.   The
obligation  of  any Lender to make to PCSI  its  initial  Loan
(including any Swing Line Loan, Competitive Bid Option Loan or
Syndicated   Loan),  any  subsequent  Swing   Line   Loan   or
Competitive Bid Option Loan and any subsequent Syndicated Loan
(other than Syndicated Loans made pursuant to Section 2.04(c))
that  increases the principal amount of outstanding Syndicated
Loans, upon the occasion of each borrowing, is subject to  the
additional  condition precedent that PCSI shall  have  become,
and  shall  continue to be, an Insured Depository Institution.
Each notice of borrowing by PCSI hereunder shall constitute  a
certification by PCSI to the effect set forth in the preceding
sentence (both as of the date of such notice and, unless  PCSI
otherwise  notifies  the  Agent prior  to  the  date  of  such
borrowing, as of the date of such borrowing).

          Section 7.  Representations and Warranties.

          To  induce  the Agent and the Lenders to enter  into
this Agreement and to make the Loans, each Obligor (but in the
case  of  Section 7.01, only the Guarantor) hereby  represents
and warrants to the Agent and each Lender that:

          7.01  Financial Condition.  The consolidated balance
sheet of the Guarantor and its Consolidated Subsidiaries as at
December  31, 1994 and the related consolidated statements  of
income  and  of cash flows for the fiscal year ended  on  such
date,  reported  on  by Ernst & Young, copies  of  which  have
heretofore  been furnished to each Lender, present fairly  the
consolidated  financial condition of  the  Guarantor  and  its
Consolidated   Subsidiaries  as  at   such   date,   and   the
consolidated   results   of   their   operations   and   their
consolidated cash flows for the fiscal year then  ended.   The
unaudited consolidated balance sheet of the Guarantor and  its
Consolidated Subsidiaries as at June 30, 1995 and the  related
unaudited consolidated statements of income and of cash  flows
for  the six-month period ended on such date, certified  by  a
Responsible  Officer,  copies of which  have  heretofore  been
furnished  to  each  Lender, present fairly  the  consolidated
financial  condition  of the Guarantor  and  its  Consolidated
Subsidiaries as at such date, and the consolidated results  of
their operations and their consolidated cash flows for the six-
month  period  then  ended (subject to normal  year-end  audit
adjustments).   All such financial statements,  including  the
related  schedules and notes thereto, have  been  prepared  in
accordance  with  GAAP  applied  consistently  throughout  the
periods  involved (except as approved by such  accountants  or
Responsible  Officer,  as the case may be,  and  as  disclosed
therein).   Neither the Guarantor nor any of its  Consolidated
Subsidiaries had, at the date of the most recent balance sheet
referred   to   above,  any  material  Guarantee   Obligation,
contingent liability or liability for taxes, or any  long-term
lease  or  unusual forward or long-term commitment, including,
without limitation, any interest rate or foreign currency swap
or  exchange transaction, which are required to be, but  which
are not, reflected in the foregoing statements or in the notes
thereto.   During  the period from December 31,  1994  to  and
including the date hereof there has been no sale, transfer  or
other  disposition by the Guarantor or any of its Consolidated
Subsidiaries of any material part of its business or property,
other  than  assets  securitized in  the  ordinary  course  of
business   or   assets  transferred  from   one   Consolidated
Subsidiary to another, and no purchase or other acquisition of
any  business or property (including any capital stock of  any
other   Person)  material  in  relation  to  the  consolidated
financial  condition  of the Guarantor  and  its  Consolidated
Subsidiaries at December 31, 1994.

          7.02   No  Change.  From December 31,  1994  to  the
Effective Date, there has been no development or event  in  or
relating  to  the business and affairs of such Obligor  (other
than developments and events generally applicable to similarly
situated  businesses)  which has had or  would  reasonably  be
expected to have a Material Adverse Effect on such Obligor.

          7.03   Corporate  Existence;  Compliance  with  Law.
Each of such Obligor and its Material Subsidiaries (a) is duly
organized,  validly  existing and in good standing  under  the
laws  of  the  jurisdiction of its organization, (b)  has  the
corporate power and authority, and the legal right, to own and
operate  its  property, to lease the property it  operates  as
lessee  and  to conduct the business in which it is  currently
engaged, (c) is duly qualified as a foreign corporation and in
good  standing under the laws of each jurisdiction  where  its
ownership,  lease or operation of property or the  conduct  of
its business requires such qualification, except to the extent
that  the  failure to so qualify would not, in the  aggregate,
reasonably  be expected to have a Material Adverse  Effect  on
such  Obligor, and (d) is in compliance with all  Requirements
of  Law  except  to  the  extent that the  failure  to  comply
therewith would not, in the aggregate, reasonably be  expected
to have a Material Adverse Effect on such Obligor.

          7.04   Corporate  Power; Authorization;  Enforceable
Obligations.   Such  Obligor  has  the  corporate  power   and
authority,  and the legal right, to make, deliver and  perform
the  Credit  Documents to which it is a party  and  to  borrow
hereunder  and  has  taken all necessary corporate  action  to
authorize the borrowings on the terms and conditions  of  this
Agreement  and  to  authorize  the  execution,  delivery   and
performance  of the Credit Documents to which it is  a  party.
No  consent  or authorization of, filing with,  notice  to  or
other  act by or in respect of, any Governmental Authority  is
required for the borrowings by such Obligor hereunder or  with
the    execution,   delivery,   performance,    validity    or
enforceability  by  such Obligor of the  Credit  Documents  to
which  such  Obligor  is a party, except  such  as  have  been
obtained  or will be obtained as and when required or  if  the
failure to obtain such consent or take such other action would
not  reasonably be expected to have a Material Adverse  Effect
on  such  Obligor.  This Agreement has been,  and  each  other
Credit  Document to which it is a party will be, duly executed
and  delivered  on  behalf  of such Obligor.   This  Agreement
constitutes, and each other Credit Document to which it  is  a
party  when executed and delivered will constitute,  a  legal,
valid  and  binding  obligation of  such  Obligor  enforceable
against  such Obligor in accordance with its terms, except  as
enforceability  may  be  limited  by  applicable   bankruptcy,
insolvency,   reorganization,  moratorium  or   similar   laws
affecting  the enforcement of creditors' rights generally  and
by general equitable principles (whether enforcement is sought
by proceedings in equity or at law).

          7.05   No  Legal Bar.  The execution,  delivery  and
performance of the Credit Documents to which such Obligor is a
party,  the  borrowings hereunder and the use of the  proceeds
thereof will not violate any Requirement of Law or Contractual
Obligation  of  such  Obligor  or  of  any  of  its   Material
Subsidiaries and will not result in, or require, the  creation
or  imposition  of any Lien on any of its or their  respective
properties or revenues pursuant to any such Requirement of Law
or Contractual Obligation, except to the extent such violation
or  Lien  would not reasonably be expected to have a  Material
Adverse Effect on such Obligor.

          7.06    No   Material  Litigation.   No  litigation,
investigation  or  proceeding of or before any  arbitrator  or
Governmental Authority is pending or, to the knowledge of such
Obligor, threatened by or against such Obligor or any  of  its
Material   Subsidiaries  or  against  any  of  its  or   their
respective properties or revenues (a) with respect to  any  of
the  Credit  Documents or any of the transactions contemplated
hereby  or thereby, or (b) which would reasonably be  expected
to have a Material Adverse Effect on such Obligor.

          7.07   No Default.  Neither such Obligor nor any  of
its  Material Subsidiaries is in default under or with respect
to  any  of  its Contractual Obligations in any respect  which
would reasonably be expected to have a Material Adverse Effect
on  such Obligor.  No Default or Event of Default has occurred
and is continuing with respect to such Obligor.

          7.08   Ownership  of Property;  Liens.   As  of  the
Effective  Date  (i)  each of such Obligor  and  its  Material
Subsidiaries  has valid record title in fee simple  to,  or  a
valid  leasehold interest in, all its real property, and valid
title  to,  or  a valid leasehold interest in, all  its  other
property,  and  (ii) none of such property is subject  to  any
Lien except as permitted by Section 8.08.

          7.09   Taxes.  Each of such Obligor and its Material
Subsidiaries has filed or caused to be filed all  tax  returns
which,  to the knowledge of such Obligor, are required  to  be
filed  and  has paid all taxes shown to be due and payable  on
said  returns or on any assessments made against it or any  of
its  property  and  all  other taxes, fees  or  other  charges
imposed  on  it  or  any of its property by  any  Governmental
Authority  (other  than any amount the validity  of  which  is
currently   being  contested  in  good  faith  by  appropriate
proceedings  and with respect to which reserves in  conformity
with  GAAP have been provided on the books of such Obligor  or
such  Material  Subsidiary, as the case may  be);  as  of  the
Effective  Date  no  tax  Lien has been  filed,  and,  to  the
knowledge  of  such Obligor, no claim is being asserted,  with
respect to any such tax, fee or other charge.

          7.10   Federal Regulations.  No part of the proceeds
of  any Loans to such Obligor will be used for "purchasing" or
"carrying"  any "margin stock" within the respective  meanings
of each of the quoted terms under Regulation G or Regulation U
of the Board of Governors of the Federal Reserve System as now
and  from time to time hereafter in effect or for any  purpose
which violates the provisions of the Regulations of such Board
of Governors.  The value of all margin stock owned directly or
indirectly  by  such Obligor does not and will not  constitute
more than 25% of the total assets of such Obligor.

          7.11   ERISA.  With respect to such Obligor's  ERISA
Plans:

          (a)   each such ERISA Plan is in compliance  in  all
     material respects with, and has been administered in  all
     material respects in compliance with, the terms  of  such
     plan,  the applicable provisions of ERISA (to the  extent
     said plan is an ERISA Plan), the Code (to the extent said
     plan  is intended to comply with the Code) and any  other
     Federal or state law;

          (b)   a  favorable  determination  of  qualification
     under  Section 401(a) or Section 403(a) of  the  Code  of
     each ERISA Pension Plan of such Obligor which is intended
     to  be  so  qualified and each amendment thereto,  and  a
     recognition  of  exemption from federal  income  taxation
     under Section 501(a) of each funded ERISA Welfare Plan of
     such Obligor, has been received from the Internal Revenue
     Service, and nothing has occurred since the date of  each
     such  determination  or  recognition  that  would  affect
     adversely such qualification or exemption;

          (c)   the amount for which such Obligor or any ERISA
     Affiliate  would be liable pursuant to the provisions  of
     Section 4062 or 4064 of ERISA with respect to each  ERISA
     Pension  Plan  would be not greater than  $20,000,000  if
     such   plan  had  terminated  as  of  the  date  of  this
     representation; and

          (d)   as  of the most recent valuation date of  each
     ERISA  Pension Plan of such Obligor, the market value  of
     plan  assets of each such ERISA Pension Plan  subject  to
     Section 302 of ERISA or to Section 412 of the Code is not
     less  than  (i)  the  greater of (1) the  plan's  accrued
     liability as determined under Section 302(c)(7)(A)(i)(II)
     of  ERISA and Section 412(c)(7)(A)(i)(II) of the Code and
     (2)  the present value of vested benefits of the plan  as
     determined  on  the  basis  of  PBGC  Form  1  less  (ii)
     $20,000,000.

          7.12   Investment  Company Act;  Other  Regulations.
Such  Obligor  is not an "investment company",  or  a  company
"controlled" by an "investment company", within the meaning of
the  Investment Company Act of 1940, as amended.  Such Obligor
is  not  subject  to  regulation under any  Federal  or  state
statute or regulation (other than Regulation X of the Board of
Governors  of  the  Federal Reserve System) which  limits  its
ability to incur Indebtedness other than, in the case of FDNB,
PNB and PCSI, statutes and regulations generally applicable to
national banks and FDIC-insured institutions and, in the  case
of PCSI, statutes and regulations generally applicable to Utah
industrial loan corporations.

          7.13   Subsidiaries.  All the Subsidiaries  of  such
Obligor at the date hereof are listed on Schedule I.

          7.14   Purpose of Loans.  The proceeds of any  Loans
to  such Obligor shall be used by such Obligor to finance such
Obligor's  consumer  asset  programs  and  for  other  general
corporate  purposes, including, without limitation, commercial
paper backup.

          7.15   True  and Complete Disclosure.   All  factual
information,  when taken as a whole, furnished in  writing  by
such  Obligor  to the Agent pursuant to or in connection  with
this  Agreement  is accurate in all material respects  on  the
date as of which such information is dated or certified and is
not  incomplete by reason of omitting to state a material fact
respecting   such   Obligor  and  necessary   to   make   such
information,  when  taken as a whole, not  misleading  in  any
material  respect, in light of the circumstances  under  which
such information was provided.

          7.16   Public Utility Holding Company Act.   Neither
such  Obligor  nor  any  of  its Subsidiaries  is  a  "holding
company",  or  an  "affiliate" of a  "holding  company"  or  a
"subsidiary  company"  of  a  "holding  company",  within  the
meaning of the Public Utility Holding Company Act of 1935,  as
amended.

          Section 8.  Certain Covenants of Each Obligor.

          Each  Obligor, as applicable, covenants  and  agrees
with the Lenders and the Agent that, so long as any Commitment
or  Loan  is  outstanding and until payment  in  full  of  all
amounts payable by any Obligor hereunder:

          8.01  Financial Statements, Etc.  Each Borrower,  in
the  case  of  clauses (a), (d), (f), (g)  and  (h),  and  the
Guarantor, in the case of clauses (b), (c), (e), (f) and  (g),
shall deliver to each of the Agent and the Lenders:

          (a)   as  soon as available and in any event  within
     forty-five (45) days after the end of each of  the  first
     three (3) quarterly fiscal periods of each fiscal year of
     such  Borrower, consolidated statements of income of such
     Borrower and its Consolidated Subsidiaries for the period
     from  the beginning of the respective fiscal year to  the
     end  of such period, and the related consolidated balance
     sheets of such Borrower and its Consolidated Subsidiaries
     as  at the end of such period, setting forth in each case
     in   comparative  form  the  corresponding   consolidated
     figures  for  the corresponding period in  the  preceding
     fiscal  year, accompanied by a certificate  of  a  senior
     financial or accounting officer of such Borrower  stating
     that   said  consolidated  financial  statements   fairly
     present  the consolidated financial condition and results
     of  operations  of  such Borrower  and  its  Consolidated
     Subsidiaries in accordance with GAAP, as at the  end  of,
     and  for,  such period (subject to normal year-end  audit
     adjustments), provided, that PCSI shall not be  obligated
     to  deliver any such statements until such time  as  PCSI
     becomes an Insured Depository Institution;

          (b)   as  soon as available and in any event  within
     forty-five (45) days after the end of each of  the  first
     three (3) quarterly fiscal periods of each fiscal year of
     the   Guarantor,  consolidated  statements   of   income,
     retained earnings and cash flows of the Guarantor and its
     Consolidated  Subsidiaries for such period  and  for  the
     period  from the beginning of the respective fiscal  year
     to  the  end of such period, and the related consolidated
     balance  sheets  of  the Guarantor and  its  Consolidated
     Subsidiaries as at the end of such period, setting  forth
     in  each  case  in  comparative  form  the  corresponding
     consolidated figures for the corresponding period in  the
     preceding fiscal year, accompanied by a certificate of  a
     senior  financial or accounting officer of the  Guarantor
     stating   that  said  consolidated  financial  statements
     fairly  present the consolidated financial condition  and
     results   of   operations  of  the  Guarantor   and   its
     Consolidated  Subsidiaries at the end of, and  for,  such
     period (subject to normal year-end audit adjustments);

          (c)   as  soon as available and in any event  within
     ninety (90) days after the end of each fiscal year of the
     Guarantor,   (i)  consolidated  statements   of   income,
     retained earnings and cash flows of the Guarantor and its
     Consolidated  Subsidiaries for such fiscal year  and  the
     related consolidated balance sheets of the Guarantor  and
     its  Consolidated  Subsidiaries as at  the  end  of  such
     fiscal  year,  setting forth in each case in  comparative
     form  the  corresponding  consolidated  figures  for  the
     preceding  fiscal  year, and accompanied  by  an  opinion
     thereon  of  independent certified public accountants  of
     recognized  national standing, which opinion shall  state
     that   said  consolidated  financial  statements   fairly
     present  the consolidated financial condition and results
     of  operations  of  the  Guarantor and  its  Consolidated
     Subsidiaries as at the end of, and for, such fiscal years
     in   accordance   with   GAAP   and   (ii)   supplemental
     consolidating  statements  of  financial  condition   and
     supplemental  consolidating statements of income  of  the
     Guarantor and its Consolidated Subsidiaries as of the end
     of   such  fiscal  year  and  including  the  results  of
     operations during such fiscal year (separately disclosing
     balance  sheet and income statement information for  each
     Borrower),   accompanied  by  an   opinion   thereon   of
     independent  certified public accountants  of  recognized
     national  standing, which opinion shall state  that  said
     consolidating financial statements are fairly  stated  in
     all  material  respects in relation to  the  consolidated
     financial   statements   of   the   Guarantor   and   its
     Consolidated Subsidiaries taken as a whole;

          (d)  at the time each Borrower furnishes each set of
     financial statements pursuant to paragraph (a) above  and
     at the time the Guarantor furnishes each set of financial
     statements pursuant to paragraph (c) above, a certificate
     of  a  senior  financial or accounting  officer  of  each
     Borrower  (i)  to  the  effect  that  to  such  officer's
     knowledge no Default or Event of Default has occurred and
     is continuing (or, if any Default or Event of Default has
     occurred  and  is  continuing,  describing  the  same  in
     reasonable detail and describing the action, if any, that
     such  Borrower has taken or proposes to take with respect
     thereto) and (ii) setting forth in reasonable detail  the
     computations necessary to determine whether such Borrower
     is  in compliance with Section 9.02 or 9.03, as the  case
     may  be, as of the end of the respective quarterly fiscal
     period or fiscal year;

          (e)   at the time it furnishes each set of financial
     statements  pursuant to paragraph (b)  or  (c)  above,  a
     certificate  of a senior financial or accounting  officer
     of the Guarantor (i) to the effect that to such officer's
     knowledge no Default or Event of Default has occurred and
     is continuing (or, if any Default or Event of Default has
     occurred  and  is  continuing,  describing  the  same  in
     reasonable detail and describing the action, if any, that
     the  Guarantor has taken or proposes to take with respect
     thereto) and (ii) setting forth in reasonable detail  the
     computations necessary to determine Consolidated Tangible
     Capital  of  the Guarantor and to determine  whether  the
     Guarantor  is in compliance with Section 9.01 as  of  the
     end  of  the respective quarterly fiscal period or fiscal
     year;

          (f)   promptly upon receipt thereof, copies  of  any
     reports  and management letters submitted to such Obligor
     by  such  accountants in connection with  any  annual  or
     interim  audit  of  the  books of such  Obligor  and  its
     Subsidiaries,  together  with  such  Obligor's  responses
     thereto, if any;

          (g)   from  time  to  time  such  other  information
     regarding  the financial condition, operations,  business
     or   prospects   of  such  Obligor  (including,   without
     limitation,  any  Plan  or  Multiemployer  Plan  and  any
     reports  or other information required to be filed  under
     ERISA) as the Agent may reasonably request; and

          (h)   with  respect only to FDNB and  PNB,  promptly
     after  their filing with, or release by, the OCC,  copies
     of  the  publicly  available portion of  such  Borrower's
     quarterly Call Reports (or successors) to the OCC and, if
     permitted  by  applicable law, copies of any  reports  of
     examination  by the OCC, and with respect  only  to  PCSI
     after  PCSI  becomes  an Insured Depository  Institution,
     promptly  after  their filing with, or  release  by,  the
     Federal Deposit Insurance Corporation (the "FDIC") or any
     other  applicable Governmental Authority, copies  of  the
     publicly  available  portion  of  PCSI's  quarterly  Call
     Reports  (or  successors)  to  the  FDIC  or  such  other
     Governmental  Authority and, if permitted  by  applicable
     law, copies of any reports of examination by the FDIC  or
     such other Governmental Authority.

          8.02   Litigation.  Each Obligor will promptly  give
to  the Agent notice of all legal or arbitral proceedings, and
of  all  proceedings by or before any Governmental  Authority,
and any material development in respect of such legal or other
proceedings,  against such Obligor or any of its Subsidiaries,
which   have  a  reasonable  likelihood  of  being   adversely
determined   and   which,  if  adversely   determined,   would
reasonably be expected to result in a Material Adverse Effect.

          8.03   Existence, Etc.  Each Obligor will, and  will
cause each of its Material Subsidiaries to:

          (a)   preserve and maintain its legal existence  and
     all  of  its  material rights, privileges,  licenses  and
     franchises   if   failure   to  maintain   such   rights,
     privileges,  licenses and franchises would reasonably  be
     expected  to  have  a  Material Adverse  Effect  on  such
     Obligor; provided that nothing in this Section 8.03 shall
     prohibit   any  transaction  expressly  permitted   under
     Section 8.06 hereof;

          (b)   comply with the requirements of all applicable
     laws,  rules,  regulations  and  orders  of  Governmental
     Authorities  if failure to comply with such  requirements
     would  reasonably be expected to have a Material  Adverse
     Effect on such Obligor;

          (c)   pay  and discharge all taxes, assessments  and
     governmental charges or levies imposed on it  or  on  its
     income  or profits or on any of its significant  Property
     prior  to  the  date on which penalties  attach  thereto,
     except  for any such tax, assessment, charge or levy  the
     payment of which is being contested in good faith and  by
     proper  proceedings and against which  adequate  reserves
     are being maintained;

          (d)  keep adequate records and books of account,  in
     which  complete  entries will be made in accordance  with
     generally  accepted  accounting  principles  consistently
     applied; and

          (e)  upon at least five Business Days' prior notice,
     permit  officers and employees of the Agent or, with  the
     consent  of such Obligor, a Lender, to visit and  inspect
     any  of the properties of such Obligor and to examine and
     audit  the  minute  books, books  of  account  and  other
     records  of  such  Obligor and  make  copies  thereof  or
     extracts therefrom, and discuss its affairs, finances and
     accounts  with  its officers and, at the request  of  the
     Agent  and  the  consent  of  such  Obligor,  with   such
     Obligor's independent accountants, during normal business
     hours as often as the Agent may reasonably desire.

          8.04   Insurance.  Each Obligor will, and will cause
each  of  its Material Subsidiaries to, maintain insurance  in
full  force  and  effect with responsible insurance  companies
having, in the case of an insurer which is the issuer  of  any
of  such Obligor's major policies, at the time any such policy
is  issued  or renewed, a rating of at least A- by Standard  &
Poor's Corporation or A3 by Moody's Investors Service, Inc. or
A  by  A. M. Best Company (or, if such an insurer is not rated
by any of the foregoing agencies, a policyholder surplus of at
least  $100,000,000), against such risks, on  such  properties
and  in  such amounts as is customarily maintained by  similar
businesses;  and  file  with the  Agent  upon  its  request  a
detailed  list  of the insurance companies,  the  amounts  and
rates  of  the insurance, the dates of the expiration  thereof
and  the  properties  and  risks  covered  thereby;  provided,
however,  to  the  extent  that it would  be  consistent  with
prudent  business  practice and customary  among  corporations
engaged  in  similar businesses, such Obligor may  self-insure
for damage or loss.

          8.05   Notices.   Each  Obligor will  promptly  give
notice to the Agent of:

          (a)   the  occurrence  of any Default  or  Event  of
     Default;

          (b)   as  soon as possible, and in any event  within
     ten  days  after  such Obligor knows  or  has  reason  to
     believe  that  any of the events or conditions  specified
     below   with   respect  to  any  ERISA  Plan   or   ERISA
     Multiemployer  Plan  of  such  Obligor  has  occurred  or
     exists,  a  statement  signed by  a  Responsible  Officer
     setting  forth details respecting such event or condition
     and  the  action,  if  any, that such  Obligor  or  ERISA
     Affiliate  thereof proposes to take with respect  thereto
     (and  a copy of any report or notice required to be filed
     with  or given to PBGC by such Obligor or ERISA Affiliate
     with respect to such event or condition):

               (i)   any  reportable  event,  as  defined   in
          Section 4043(b) of ERISA and the regulations  issued
          thereunder  (other  than  any  event  the  reporting
          requirement with respect to which has been waived by
          PBGC), with respect to an ERISA Pension Plan of such
          Obligor,  (provided  that  a  failure  to  meet  the
          minimum funding standard of Section 302 of ERISA  or
          Section   412   of  the  Code,  including,   without
          limitation, the failure to make on or before its due
          date a required installment under Section 302(e)  of
          ERISA  or  Section  412(m) of  the  Code,  shall  be
          treated  as  a  reportable event regardless  of  the
          issuance   of   any   waivers  in  accordance   with
          Section 412(d) of the Code); and any request  for  a
          waiver  under  Section 412(d) of the  Code  for  any
          ERISA Pension Plan of such Obligor;

               (ii)   the distribution under Section  4041  of
          ERISA  of a notice of intent to terminate any  ERISA
          Pension Plan of such Obligor or any action taken  by
          such Obligor or any ERISA Affiliate to terminate any
          ERISA Pension Plan;

               (iii)   the  institution by PBGC of proceedings
          under Section 4042 of ERISA for the termination  of,
          or  the appointment of a trustee to administer,  any
          ERISA  Pension Plan of such Obligor,  any  event  or
          condition  which  might constitute grounds  for  the
          institution of such proceedings, or the  receipt  by
          such Obligor or any ERISA Affiliate of a notice that
          such  a proceeding has been instituted by PBGC  with
          respect  to  an  ERISA Multiemployer  Plan  of  such
          Obligor;

               (iv)   the complete or partial withdrawal  from
          an  ERISA Multiemployer Plan by such Obligor or  any
          ERISA  Affiliate  that results  in  liability  under
          Section  4204 of ERISA (including the obligation  to
          satisfy  secondary  liability  as  a  result  of   a
          purchaser  default) or Section  4201  of  ERISA  (in
          either case without regard to reduction or waiver of
          such  liability under Section 4207 or 4208 of ERISA)
          or   the  receipt  by  such  Obligor  or  any  ERISA
          Affiliate of notice from an ERISA Multiemployer Plan
          that  it is in reorganization or insolvency pursuant
          to  Section 4241 or 4245 of ERISA or that it intends
          to  terminate or has terminated under Section  4041A
          of ERISA;

               (v)   the institution of a proceeding on behalf
          of any ERISA Multiemployer Plan against such Obligor
          or  any  ERISA Affiliate to enforce Section  515  of
          ERISA,  which  proceeding is  not  dismissed  within
          30 days;

               (vi)  the cessation of operations at a facility
          which  would  subject  such  Obligor  or  any  ERISA
          Affiliate  to the provisions of Section  4062(e)  of
          ERISA;

               (vii)   the  withdrawal from an  ERISA  Pension
          Plan  by  such  Obligor or any ERISA Affiliate  that
          results   in  liability  in  accordance   with   the
          provisions of Section 4063 of ERISA;

               (viii)   the  termination of an  ERISA  Pension
          Plan  to  which such Obligor or any ERISA  Affiliate
          contributed, or was required to contribute,  at  any
          time  within the five plan years preceding the  date
          of  termination  so  as  to become  subject  to  the
          provisions of Section 4064 of ERISA;

               (ix)  the adoption of an amendment to any ERISA
          Pension Plan that, pursuant to Section 307 of  ERISA
          or  Section 401(a)(29) the Code, would require  such
          Obligor  or  any ERISA Affiliate timely  to  provide
          security   to  the  plan  in  accordance  with   the
          provisions  of said Section or would result  in  the
          loss of tax-exempt status of the trust of which such
          plan  is  a  part  if such security  is  not  timely
          provided;

               (x)   the  funded current liability percentage,
          within the meaning of Section 302(d)(8) of ERISA and
          Section 412(l)(8) of the Code, of each ERISA Pension
          Plan of such Obligor is less than 60%.

               (xi)    the  aggregate  amount  of  accumulated
          benefit  obligations, determined in accordance  with
          Statement  of Accounting Standards No.  87,  of  all
          ERISA  Plans of such Obligor which are ERISA Pension
          Plans  exceeds  the aggregate fair market  value  of
          plan   assets  of  all  such  plans  by  more   than
          $20,000,000;

               (xii)    the  aggregate  amount  of  transition
          obligations, determined in accordance with Statement
          of  Financial  Accounting  Standards  No.  106  (or,
          before  such Statement is applicable to such Obligor
          or  any  ERISA Affiliate, a good faith  estimate  of
          such  transition obligation), of all  ERISA  Welfare
          Plans  of  such  Obligor (other than  ERISA  Pension
          Plans)  which has not been recognized as  an  income
          expense in the income statement of such Obligor  and
          its subsidiaries exceeds $20,000,000;

               (xiii)     any    transaction   or   occurrence
          proscribed  by Section 406 of ERISA, or  subject  to
          tax  under  Section 4975 of the Code,  for  which  a
          statutory exemption is not available;

               (xiv)  the payment under any ERISA Plan of such
          Obligor  (including  but not limited  to  individual
          employment  and severance agreements) which  is  not
          deductible for federal income tax purposes by virtue
          of Section 280G of the Code;

               (xv)  the filing or overt threat of any action,
          suit  or  claim  (other than  a  routine  claim  for
          benefits), including but not limited to a  civil  or
          criminal  action  or civil penalty pursuant  to  the
          provisions of Title I, Subtitle B, Part 5 of  ERISA,
          in respect of any ERISA Plan of such Obligor against
          such  plan, such Obligor or any ERISA Affiliate,  or
          any other person which could result in liability  of
          such Obligor or any ERISA Affiliate; and

               (xvi)  from time to time such other information
          regarding  any  ERISA Plan of, and  any  reports  or
          other  information required to be filed under  ERISA
          by,  such Obligor or any of its Subsidiaries as  any
          Lender or the Agent may reasonably request.

          Each  notice  pursuant  to  this  Section  shall  be
accompanied  by  a statement of a Responsible Officer  setting
forth  details  of  the  occurrence referred  to  therein  and
stating  what action the Obligor proposes to take with respect
thereto.   Notice of any event described in this Section  8.05
which  relates to more than one Obligor need only be given  by
one  Obligor, provided such notice specifies all  Obligors  to
which such event applies.

          8.06    Limitation  on  Fundamental  Changes.   Each
Obligor   shall  not,  and  shall  not  permit  its   Material
Subsidiaries  to,  enter  into any  merger,  consolidation  or
amalgamation,  or  liquidate, wind up or dissolve  itself  (or
suffer  any  liquidation  or dissolution),  or  convey,  sell,
lease,  assign,  transfer  or otherwise  dispose  of,  all  or
substantially all of its property, business or assets, or make
any  material change in the character of its present business,
except:

          (a)  any Subsidiary of such Obligor may be merged or
     consolidated with or into any Person (provided  that  the
     surviving  entity  shall  be a  wholly  owned  direct  or
     indirect Subsidiary of the Guarantor);

          (b)   any  Subsidiary  of such Obligor  may  convey,
     sell, lease, assign, transfer or otherwise dispose of any
     or  all  of  its  assets (upon voluntary  liquidation  or
     otherwise)  to such Obligor or to any other wholly  owned
     direct or indirect Subsidiary of the Guarantor; and

          (c)    changes  in  the  character  of  its  present
     business  if  after  giving effect to  such  change  such
     Obligor and its Material Subsidiaries will be principally
     engaged  in the business of offering, selling,  servicing
     or  owning  consumer  products and  services  (including,
     without  limitation,  consumer  financial  products   and
     services).

          8.07   Limitation on Sale of Assets.   Each  Obligor
shall not, and shall not permit its Material Subsidiaries  to,
convey, sell, lease, assign, transfer or otherwise dispose  of
any  of  its property, business or assets (including,  without
limitation, receivables and leasehold interests), whether  now
owned  or  hereafter acquired, or, in the case of any Material
Subsidiary,  issue  or  sell  any  shares  of  such   Material
Subsidiary's  Capital  Stock to any  Person  other  than  such
Obligor  or any wholly owned direct or indirect Subsidiary  of
the Guarantor, except:

          (a)  the sale or other disposition of property which
     is  obsolete, worn out or no longer used or useful in the
     ordinary course of business;

          (b)  as permitted under Section 8.09 hereof;

          (c)   the  sale of Receivables if (A) such  sale  is
     intended  to  be  without recourse and (B)  after  giving
     effect  to  such sale such Obligor will be in  compliance
     with  all  of  the  applicable  covenants  contained   in
     Sections 8 and 9, and no Default or Event of Default will
     occur by reason of such sale;

          (d)   sales, leases and dispositions of assets other
     than  Receivables in the ordinary course of its  business
     in arm's length transactions for full and fair value;

          (e)  as permitted by Section 8.06(b); and

          (f)  any sale of assets to any Person not covered by
     (a)  through  (e) above, if after giving effect  to  such
     sale  such Obligor will be in compliance with all of  the
     applicable covenants contained in Sections 8 and 9 and no
     Default or Event of Default will occur by reason of  such
     sale.

          8.08   Limitation on Liens.  Each Obligor shall not,
and  shall  not permit its Material Subsidiaries  to,  create,
incur,  assume  or suffer to exist any Lien upon  any  of  its
property,  assets or revenues, whether now owned or  hereafter
acquired, except for:

          (a)  Liens incidental to the conduct of the business
     of  such  Obligor  or  its Material Subsidiaries  or  the
     ownership of its assets or properties and not incurred in
     connection with the borrowing of money or the acquisition
     of any asset and which in the aggregate do not materially
     detract   from   the   business,  properties,   condition
     (financial  or  otherwise)  or  operations,  present   or
     prospective, of  such Obligor;

          (b)  Liens securing purchase money debt, so long  as
     each such Lien secures only the Indebtedness incurred  to
     purchase the property subject to such Lien;

          (c)   Liens in existence on the date hereof  as  set
     forth  in  Schedule II, provided that,  unless  permitted
     under  Section 8.08(a), no such Lien is spread  to  cover
     any  additional property after the date hereof  and  that
     the   amount  of  Indebtedness  secured  thereby  is  not
     increased;

          (d)   in the case of FDNB and PNB, Liens granted  to
     the Federal Reserve Bank of Boston to secure advances  or
     other  transactions  incidental to  the  conduct  of  the
     business  of  such  Borrower,  including  loans  to  meet
     liquidity requirements;

          (e)  Liens resulting from the recharacterization  of
     any  transaction  intended to be a non-recourse  sale  as
     Indebtedness for borrowed money; and

          (f)   other  Liens consented to in  writing  by  the
     Agent  and the Majority Lenders; provided that the  Agent
     and  the  Lenders  shall not unreasonably  withhold  such
     consent.

          8.09   Limitation  on Transactions with  Affiliates.
Each  Obligor shall not enter into any transaction, including,
without  limitation, any purchase, sale, lease or exchange  of
property  or the rendering of any service, with any  Affiliate
unless  such transaction is (a) in the ordinary course of  the
Obligor's  or such Affiliate's business, or is upon  fair  and
reasonable  terms no less favorable to such  Obligor  than  it
would  obtain in a comparable arm's length transaction with  a
Person  which  is not an Affiliate and (b) in compliance  with
all applicable law.

          Section 9.  Additional Obligor-Specific Covenants.

          9.01   Guarantor  Covenants.  The Guarantor  further
covenants  and agrees with the Lenders that, so  long  as  any
Commitment or Loan is outstanding, the Guarantor will not:

          (a)   Maintenance of Consolidated Tangible  Capital.
Permit Consolidated Tangible Capital at any time during any of
the  calendar years set forth below to be less than the amount
set forth below opposite such year:

Year                Amount

1995                $275,000,00
                    0
1996                $300,000,00
                    0
1997                $325,000,00
                    0
1998           and  $350,000,00
thereafter          0

          (b)   Maintenance of Consolidated Pre-tax Return  on
Assets.   Permit the Consolidated Pre-tax Return on Assets  as
of  the  end  of  any Quarterly Period to be less  than  1.0%,
provided that the Guarantor will not be deemed to be in breach
of  this covenant if Consolidated Pre-tax Return on Assets  as
of  the end of a particular Quarterly Period is less than 1.0%
so  long  as  within 60 days after the end of  such  Quarterly
Period  the  Guarantor  provides a certificate  to  the  Agent
certifying  that  it  has obtained cash, cash  equivalents  or
short-term   investment   grade  securities   as   a   capital
contribution in an aggregate amount greater than or  equal  to
the  difference between (i) the amount of Consolidated Pre-tax
Income  for  the preceding four Quarterly Periods which  would
have  caused the Consolidated Pre-tax Return on Assets  as  of
the  end  of  such Quarterly Period to be equal  to  1.0%  and
(ii)  the  actual Consolidated Pre-tax Income  for  such  four
preceding Quarterly Periods.

          9.02  Covenants of FDNB, PNB and PCSI.  Each of FDNB
and PNB further covenants and agrees with the Lenders that, so
long  as  any Commitment or Loan is outstanding, FDNB and  PNB
will,  and PCSI further covenants and agrees with the  Lenders
that, so long as any Loan is outstanding to PCSI, PCSI will:

          (a)   Maintenance of Ratio of Funded Debt to Equity.
Not  permit the ratio of (i) the Consolidated Funded  Debt  of
such Borrower to (ii) the Consolidated Shareholders' Equity of
such Borrower to exceed 10 to 1.

          (b)   Maintenance of Capital.  (i) Maintain  at  all
times such amount of capital as may be prescribed by the Board
of  Governors of the Federal Reserve System from time to time,
whether  by regulation, agreement or order and (ii)  be  "well
capitalized"  (as  defined  in 12 U.S.C.  1831o,  as  amended,
reenacted or redesignated from time to time).

          9.03   Covenants of PCC.  PCC further covenants  and
agrees  with  the  Lenders  that,  so  long  as  any  Loan  is
outstanding to PCC, PCC will:

          (a)   Maintenance of Ratio of Senior Funded Debt  to
Consolidated  Tangible  Capital.   Not  permit  the  ratio  of
(i)   the   Consolidated  Senior  Funded  Debt   of   PCC   to
(ii) Consolidated Tangible Capital of PCC to exceed 8 to 1.

          (b)   Maintenance  of  Ratio of  Finance  Assets  to
Senior  Funded Debt.  Not permit the ratio of (i) Consolidated
Finance Assets of PCC to  (ii) the Consolidated Senior  Funded
Debt of PCC to be less than 1.10 to 1.

          Section 10.  Guarantee.

          10.01  Guarantee.

          (a)    The  Guarantor  hereby  unconditionally   and
irrevocably  guarantees to the Lenders  and  their  respective
successors, indorsees, transferees and assigns, the prompt and
complete  payment by the Borrowers to the Agent on  behalf  of
the  Lenders  when  due (whether at the  stated  maturity,  by
acceleration  or  otherwise)  of the  Obligations  (including,
without  limitation, any Obligations resulting from  increases
in the aggregate Commitments pursuant to Section 2.13 or 2.14)
without  set-off or counterclaim in Dollars at  the  Principal
Office  of  the  Agent in accordance with the  terms  of  this
Agreement.

          (b)    The  Guarantor  further  agrees  to  pay  all
reasonable out-of-pocket costs and expenses of the Lenders and
the Agent (including, without limitation, reasonable counsels'
fees)  in  connection  with  any  Event  of  Default  and  any
enforcement  or collection proceedings resulting therefrom  or
in connection with the protection or preservation of rights or
interests following an Event of Default or the negotiation  of
any  restructuring or "work-out" (whether or not  consummated)
of  the  obligations of the Guarantor under  this  Section  10
following an Event of Default.

          (c)  No payment or payments made by any Borrower  or
any  other Person or received or collected by the Agent or any
Lender from any Borrower or any other Person by virtue of  any
action  or  proceeding  or  any set-off  or  appropriation  or
application, at any time or from time to time, in reduction of
or  in  payment of the Obligations shall be deemed to  modify,
reduce,  release  or  otherwise affect the  liability  of  the
Guarantor  hereunder  which shall,  notwithstanding  any  such
payment  or  payments,  continue to  be  effective  until  the
Obligations   are  paid  in  full  and  the  Commitments   are
terminated.

          (d)   The  Guarantor agrees that  whenever,  at  any
time,  or from time to time, it shall make any payment to  the
Agent  or  any Lender on account of its liability  under  this
Section  10,  it  will notify the Agent  and  such  Lender  in
writing  that such payment is made under this Section  10  for
such purpose.

          10.02   Right of Set-off.  The Agent and each Lender
is  hereby irrevocably authorized at any time and from time to
time  after the occurrence and during the continuation  of  an
Event  of  Default, without notice to the Guarantor, any  such
notice being expressly waived by the Guarantor, to set off and
appropriate  and  apply  any  and  all  deposits  (general  or
special,  time  or  demand,  provisional  or  final),  in  any
currency,  and any other credits, indebtedness or  claims,  in
any  currency,  in  each  case  whether  direct  or  indirect,
absolute or contingent, matured or unmatured, at any time held
or owing by the Agent or such Lender or any bank controlled by
such  Lender  to  or  for the credit or  the  account  of  the
Guarantor, or any part thereof in such amounts as the Agent or
such   Lender  may  elect,  against  or  on  account  of   the
obligations and liabilities of the Guarantor to the  Agent  or
such  Lender hereunder as the Agent or such Lender may  elect,
whether  or  not the Agent or such Lender has made any  demand
for  payment  and  although such obligations, liabilities  and
claims  may  be contingent or unmatured.  The Agent  and  each
Lender shall notify the Guarantor promptly of any such set-off
and  the application made by the Agent or such Lender, as  the
case  may  be,  of  the proceeds thereof;  provided  that  the
failure  to give such notice shall not affect the validity  of
such  set-off  and application.  The rights of the  Agent  and
each  Lender  under  this paragraph are in addition  to  other
rights  and  remedies  (including, without  limitation,  other
rights of set-off) which the Agent or such Lender may have.

          10.03  No Subrogation.  Notwithstanding anything  to
the   contrary   in  this  Agreement,  the  Guarantor   hereby
irrevocably  waives  all  rights  which  may  have  arisen  in
connection with this Agreement to be subrogated to any of  the
rights  (whether  contractual,  under  the  Bankruptcy   Code,
including  Section 509 thereof, under common law or otherwise)
of the Lenders against the Borrowers or against any collateral
security  or guarantee or right of offset held by the  Lenders
for the payment of the Obligations to the extent that any such
right  would  constitute the Guarantor  a  "creditor"  of  the
Borrowers  within the meaning of Section 547 of the Bankruptcy
Code.   So long as the Obligations remain outstanding, if  any
amount  shall be paid by or on behalf of the Borrowers to  the
Guarantor  on  account  of any of the rights  waived  in  this
paragraph,  such  amount shall be held  by  the  Guarantor  in
trust,  segregated  from other funds of  such  Guarantor,  and
shall,  forthwith  upon receipt by such Guarantor,  be  turned
over  to the Agent in the form received by the Guarantor (duly
indorsed by the Guarantor to the Lender, if required),  to  be
applied against the Obligations, whether matured or unmatured,
in  such order as the Agent may determine.  The provisions  of
this paragraph shall survive the termination of this Agreement
and the payment in full of the Obligations and the termination
of the Commitments.

          10.04   Amendments, etc. re Obligations;  Waiver  of
Rights.    The  Guarantor  shall  remain  obligated  hereunder
notwithstanding  that,  without  any  reservation  of   rights
against the Guarantor, and without notice to or further assent
by  the  Guarantor (except as provided in Section 13.04),  any
demand for payment of any of the Obligations made by the Agent
or  any  Lender may be rescinded by the Agent or such  Lender,
and any of the Obligations continued, and the Obligations,  or
the liability of any other party upon or for any part thereof,
or  any collateral security or guarantee therefor or right  of
offset with respect thereto, may, from time to time, in  whole
or   in   part,  be  renewed,  extended,  amended,   modified,
accelerated, compromised, waived, surrendered or  released  by
the  Agent  or  any Lender, and this Agreement and  any  other
documents  executed and delivered in connection therewith  may
be  amended, modified, supplemented or terminated, in whole or
in  part,  as the Agent (or the Majority Lenders, as the  case
may  be)  may  deem  advisable from  time  to  time,  and  any
collateral security, guarantee or right of offset at any  time
held  by  the  Agent  or any Lender for  the  payment  of  the
Obligations  may  be sold, exchanged, waived,  surrendered  or
released.   Neither the Agent nor any Lender  shall  have  any
obligation to protect, secure, perfect or insure any  Lien  at
any  time  held by it as security for the Obligations  or  for
this  Agreement or any property subject thereto.  When  making
any  demand hereunder against the Guarantor, the Agent or  any
Lender  may,  but  shall  be under no obligation  to,  make  a
similar demand on the related Borrower or any other guarantor,
and  any  failure by the Agent or any Lender to make any  such
demand  or to collect any payments from the Borrowers  or  any
such  other guarantor or any release of the Borrowers or  such
other  guarantor  shall  not  relieve  the  Guarantor  of  its
obligations or liabilities hereunder, and shall not impair  or
affect  the rights and remedies, express or implied, or  as  a
matter  of  law,  of  the  Agent or  any  Lender  against  the
Guarantor.  For the purposes hereof "demand" shall include the
commencement and continuance of any legal proceedings.

          10.05   Guarantee  Absolute and Unconditional.   The
Guarantor waives any and all notice of the creation,  renewal,
extension  or accrual of any of the Obligations and notice  of
or  proof  of  reliance by the Agent or any  Lender  upon  the
obligations   of  the  Guarantor  under  this   Agreement   or
acceptance  of  this guarantee; the Obligations,  and  any  of
them,  shall  conclusively be deemed  to  have  been  created,
contracted  or  incurred,  or renewed,  extended,  amended  or
waived,  in  reliance upon the obligations  of  the  Guarantor
under  this Agreement; and all dealings between the  Borrowers
or  the  Guarantor,  on the one hand, and the  Agent  and  the
Lenders, on the other, shall likewise be conclusively presumed
to   have  been  had  or  consummated  in  reliance  upon  the
obligations  of  the  Guarantor  under  this  Agreement.   The
Guarantor  waives diligence, presentment, protest, demand  for
payment  and  notice of default or nonpayment to or  upon  any
Borrower  or  the  Guarantor with respect to the  Obligations.
The  obligations of the Guarantor under this Section 10  shall
be  construed  as  a  continuing, absolute  and  unconditional
guarantee  of  payment without regard to (a) the validity,  or
enforceability  of this Agreement, any of the  Obligations  or
any  other collateral security therefor or guarantee or  right
of  offset  with respect thereto at any time or from  time  to
time held by the Agent or any Lender, (b) any defense, set-off
or   counterclaim  (other  than  a  defense  of   payment   or
performance)  which  may at any time be  available  to  or  be
asserted  by any Borrower against the Agent or any Lender,  or
(c)  any other circumstance whatsoever (with or without notice
to  or  knowledge  of  the Borrowers or the  Guarantor)  which
constitutes, or might be construed to constitute, an equitable
or  legal discharge of any Borrower for the Obligations, or of
the  Guarantor under this Agreement, in bankruptcy or  in  any
other   instance.   When  pursuing  its  rights  and  remedies
hereunder against the Guarantor, the Agent and any Lender may,
but  shall  be under no obligation to, pursue such rights  and
remedies  as  it may have against any Borrower  or  any  other
Person or against any collateral security or guarantee for the
Obligations  or any right of offset with respect thereto,  and
any  failure by the Agent or any Lender to pursue  such  other
rights  or  remedies  or  to collect  any  payments  from  any
Borrower or any such other Person or to realize upon any  such
collateral security or guarantee or to exercise any such right
of  offset,  or any release of any Borrower or any such  other
Person or of any such collateral security, guarantee or  right
of  offset,  shall not relieve the Guarantor of any  liability
hereunder,  and  shall  not impair or affect  the  rights  and
remedies, whether express, implied or available as a matter of
law,  of  the  Agent or any Lender against the Guarantor.  The
obligations of the Guarantor under this Agreement shall remain
in full force and effect and be binding in accordance with and
to  the  extent  of  its  terms upon  the  Guarantor  and  its
successors and assigns thereof, and shall inure to the benefit
of the Agent and the Lenders, and their respective successors,
indorsees,  transferees and assigns, until all the Obligations
and  the  obligations  of the Guarantor under  this  Guarantee
shall  have  been  satisfied  by  payment  in  full  and   the
Commitments  shall  be terminated, notwithstanding  that  from
time  to  time  during  the term of the Credit  Agreement  the
Borrowers may be free from any Obligations.

          10.06    Reinstatement.   The  obligations  of   the
Guarantor under this Agreement shall continue to be effective,
or  be reinstated, as the case may be, if at any time payment,
or any part thereof, of any of the Obligations is rescinded or
must  otherwise be restored or returned by the  Agent  or  any
Lender   upon   the   insolvency,   bankruptcy,   dissolution,
liquidation or reorganization of any Borrower or upon or as  a
result  of  the  appointment  of  a  receiver,  intervenor  or
conservator  of,  or  trustee  or  similar  officer  for,  any
Borrower   or  any  substantial  part  of  its  property,   or
otherwise, all as though such payments had not been made.

          Section 11.  Events of Default.

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

          (a)   Any   Borrower shall fail to pay any principal
     of any Loan when due in accordance with the terms thereof
     or hereof; or any Borrower shall fail to pay any interest
     on any Loan, any Facility Fee, any Utilization Fee or any
     other  amount payable by such Borrower hereunder,  within
     three Business Days after any such interest, fee or other
     amount  becomes due in accordance with the terms  thereof
     or hereof; or

          (b)   The  Guarantor shall fail to  pay  any  amount
     pursuant to Section 10 hereof within seven Business  Days
     after  such  amount  becomes due in accordance  with  the
     terms thereof; or

          (c)   Any representation or warranty made or  deemed
     made  by any Obligor herein or which is contained in  any
     certificate  furnished  by it  at  any  time  under  this
     Agreement  shall  prove  to have been  incorrect  in  any
     material  respect  on or as of the date  made  or  deemed
     made; or

          (d)  Any Obligor shall default in the observance  or
     performance  of any agreement contained in Section  8.06,
     8.07,  9.01 (subject to the cure right provided therein),
     9.02 or 9.03; or

          (e)  Any Obligor shall default in the observance  or
     performance  of  any other agreement  contained  in  this
     Agreement  (other  than  as provided  in  paragraphs  (a)
     through  (d)  of  this Section), and such  default  shall
     continue  unremedied for a period of 30  days  after  the
     Agent  has given notice of such default to such  Obligor;
     or

          (f)    Any   Borrower  or  any   of   its   Material
     Subsidiaries  or the Guarantor shall (i) default  in  any
     payment  of  principal of or interest of any Indebtedness
     (other than the Loans) or in the payment of any Guarantee
     Obligation   in  an  aggregate  amount   in   excess   of
     $10,000,000 in the case of any Borrower and its  Material
     Subsidiaries  and  $20,000,000  in  the   case   of   the
     Guarantor,  and  such  default shall  remain  uncured  or
     unwaived within the cure period or grace period, if  any,
     provided in the instrument or agreement under which  such
     Indebtedness  or  Guarantee Obligation  was  created;  or
     (ii)  default  in  the observance or performance  of  any
     other  agreement  or  condition  relating  to  any   such
     Indebtedness or Guarantee Obligation or contained in  any
     instrument or agreement evidencing, securing or  relating
     thereto,  or  any  other event shall occur  or  condition
     exist,  the  effect of which default or  other  event  or
     condition is to cause, or to permit the holder or holders
     of  such Indebtedness or beneficiary or beneficiaries  of
     such  Guarantee  Obligation (or a  trustee  or  agent  on
     behalf  of  such  holder  or holders  or  beneficiary  or
     beneficiaries)  to cause, with the giving  of  notice  if
     required,  such Indebtedness to become due prior  to  its
     stated  maturity or such Guarantee Obligation  to  become
     payable and such default shall remain uncured or unwaived
     within  the cure period or grace period, if any, provided
     therein; or

          (g)   (i)  Any  Borrower  or  any  of  its  Material
     Subsidiaries  or the Guarantor shall commence  any  case,
     proceeding  or  other action (A) under  any  existing  or
     future  law  of  any jurisdiction, domestic  or  foreign,
     relating  to  bankruptcy, insolvency,  reorganization  or
     relief  of  debtors, seeking to have an order for  relief
     entered with respect to it, or seeking to adjudicate it a
     bankrupt   or   insolvent,  or  seeking   reorganization,
     arrangement,    adjustment,   winding-up,    liquidation,
     dissolution, composition or other relief with respect  to
     it  or  its  debts,  or  (B)  seeking  appointment  of  a
     receiver,  trustee,  custodian,  conservator   or   other
     similar  official  for it or for all or  any  substantial
     part  of  its  assets,  or any Borrower  or  any  of  its
     Material  Subsidiaries  or the  Guarantor  shall  make  a
     general  assignment for the benefit of its creditors;  or
     (ii) there shall be commenced against any Borrower or any
     of  its Material Subsidiaries or the Guarantor any  case,
     proceeding  or  other action of a nature referred  to  in
     clause  (i)  above which (A) results in the entry  of  an
     order  for relief or any such adjudication or appointment
     or  (B) remains undismissed, undischarged or unbonded for
     a  period  of 60 days; or (iii) there shall be  commenced
     against  any Borrower or any of its Material Subsidiaries
     or  the  Guarantor any case, proceeding or  other  action
     seeking  issuance of a warrant of attachment,  execution,
     distraint   or  similar  process  against  all   or   any
     substantial part of its assets which results in the entry
     of an order for any such relief which shall not have been
     vacated,  discharged, or stayed or bonded pending  appeal
     within  60  days  from  the entry thereof;  or  (iv)  any
     Borrower  or  any  of  its Material Subsidiaries  or  the
     Guarantor shall take any corporate action for the purpose
     of  effecting  any of the acts set forth in  clause  (i),
     (ii),  or (iii) above; or (v) any Borrower or any of  its
     Material  Subsidiaries or the Guarantor  shall  admit  in
     writing  its  inability to, pay its debts as they  become
     due; or

          (h)   An  event  or condition specified  in  Section
     8.05(b) hereof shall occur or exist with respect  to  any
     ERISA  Plan  and, as a result of such event or condition,
     together  with  all other such events or conditions,  any
     Obligor  or  any ERISA Affiliate shall incur  or  in  the
     opinion  of  the  Majority Lenders  shall  be  reasonably
     likely to incur a liability to or in respect of an  ERISA
     Plan  or  to  PBGC (or any combination of the  foregoing)
     which  would  constitute,  in the  determination  of  the
     Majority Lenders, a Material Adverse Effect with  respect
     to such Obligor; or

          (i)   One  or  more  judgments or decrees  shall  be
     entered  against  any  Obligor or  any  of  its  Material
     Subsidiaries involving in the aggregate a liability  (not
     paid or fully covered by insurance) of, in the case of  a
     Borrower  and  its Material Subsidiaries, $10,000,000  or
     more,  and in the case of the Guarantor and its  Material
     Subsidiaries,  $20,000,000  or  more,  and  shall  remain
     unvacated,  undischarged, unstayed  or  unbonded  pending
     appeal within 30 days from the entry thereof; or

          (j)   Providian Corporation, a Delaware corporation,
     shall  cease  to  own, directly or indirectly,  at  least
     66-2/3% of the voting stock of the Guarantor;

          (k)   The Guarantor shall cease to own directly 100%
     of the voting stock of each Borrower; or

          (l)  Any Borrower or any Material Subsidiary of such
     Borrower which is an Insured Depository Institution shall
     enter into a capital maintenance agreement or be required
     to submit a capital restoration plan of the type referred
     to in 12 U.S.C. 1831o(b)(2)(c).

then, and in any such event, (A) if such event is an Event  of
Default specified in clause (i) or (ii) of paragraph (g) above
with  respect to the Guarantor (other than an Event of Default
caused  solely  by  a case, proceeding or  other  action  with
respect to a Borrower), automatically the Commitments and  the
Swing   Line  Commitment  to  lend  to  all  Borrowers   shall
immediately  terminate and the Loans hereunder  (with  accrued
interest  thereon) and all other amounts owing by any  Obligor
under  this  Agreement   shall  immediately  become  due   and
payable, (B) if such event is an Event of Default specified in
clause  (i) or (ii) of paragraph (g) above with respect  to  a
Borrower,  automatically the Commitments and  the  Swing  Line
Commitment   to  lend  to  such  Borrower  shall   immediately
terminate  and  the  Loans  to such Borrower  hereunder  (with
accrued interest thereon) and all other amounts owing by  such
Borrower  under this Agreement  shall immediately  become  due
and  payable, (C) if such event is any other Event of  Default
with  respect  to  the  Guarantor  or  any  Event  of  Default
specified in paragraph (b), (j) or (k), either or both of  the
following actions may be taken:  (i) with the consent  of  the
Majority  Lenders, the Agent may, or upon the request  of  the
Majority  Lenders, the Agent shall, by notice to the Guarantor
and  the Borrowers declare the Commitments and the Swing  Line
Commitment   to  lend  to  all  Borrowers  to  be   terminated
forthwith,  whereupon  the  Commitments  and  the  Swing  Line
Commitment  shall  immediately terminate; and  (ii)  with  the
consent  of the Majority Lenders, the Agent may, or  upon  the
request of the Majority Lenders, the Agent shall, by notice to
the  Guarantor  and the Borrowers, declare the  Loans  to  all
Borrowers  hereunder (with accrued interest thereon)  and  all
other amounts owing by any Obligor under this Agreement to  be
due   and   payable  forthwith,  whereupon  the   same   shall
immediately  become due and payable and (D) if such  event  is
any  other  Event  of Default with respect  to  any  Borrower,
either  or  both  of  the  following  actions  may  be  taken:
(i)  with the consent of the Majority Lenders, the Agent  may,
or  upon the request of the Majority Lenders, the Agent shall,
by  notice  to such Borrower declare the Commitments  and  the
Swing  Line  Commitment  to  lend  to  such  Borrower  to   be
terminated forthwith, whereupon the Commitments and the  Swing
Line  Commitment  to lend to such Borrower  shall  immediately
terminate; and (ii) with the consent of the Majority  Lenders,
the  Agent  may, or upon the request of the Majority  Lenders,
the Agent shall, by notice to such Borrower, declare the Loans
to such Borrower hereunder (with accrued interest thereon) and
all  other amounts owing by such Borrower under this Agreement
to  be  due  and payable forthwith, whereupon the  same  shall
immediately  become  due  and payable.   Except  as  expressly
provided  above in this Section, presentment, demand,  protest
and all other notices of any kind are hereby expressly waived.

          Section 12.  The Agent.

          12.01   Appointment,  Powers and  Immunities.   Each
Lender hereby appoints and authorizes the Agent to act as  its
agent hereunder with such powers as are specifically delegated
to  the  Agent  by the terms of this Agreement, together  with
such  other powers as are reasonably incidental thereto.   The
Agent  (which  term as used in this sentence  and  in  Section
12.05  and  the first sentence of Section 12.06 shall  include
reference  to  its affiliates and its own and its  affiliates'
officers, directors, employees and agents):  (a) shall have no
duties or responsibilities except those expressly set forth in
this  Agreement and in the other Credit Documents,  and  shall
not  by  reason of this Agreement or any other Credit Document
be  a trustee for any Lender; (b) shall not be responsible  to
the  Lenders for any recitals, statements, representations  or
warranties contained in this Agreement or in any other  Credit
Document, or in any certificate or other document referred  to
or  provided  for in, or received by any of them  under,  this
Agreement  or  any other Credit Document, or  for  the  value,
validity,   effectiveness,  genuineness,   enforceability   or
sufficiency of this Agreement or any other Credit Document  or
any  other  document  referred to or provided  for  herein  or
therein or for any failure by any Borrower or any other Person
to  perform  any  of its obligations hereunder or  thereunder;
(c)   shall  not  be  required  to  initiate  or  conduct  any
litigation  or collection proceedings hereunder or  under  any
other  Credit Document; (d) shall not be responsible  for  any
action  taken or omitted to be taken by it hereunder or  under
any  other  Credit  Document or under any  other  document  or
instrument referred to or provided for herein or therein or in
connection  herewith or therewith, except for  its  own  gross
negligence or willful misconduct.  The Agent may employ agents
and  attorneys-in-fact and shall not be  responsible  for  the
negligence  or  misconduct of any such agents or attorneys-in-
fact  selected by it in good faith.  The Agent  may  deem  and
treat the Lender specified in the Register with respect to any
amount  owing hereunder as the owner thereof for all  purposes
hereof unless and until a notice of the assignment or transfer
thereof  shall  have been filed with the Agent, together  with
the  consent of the Borrowers and the Agent to such assignment
or  transfer  (to  the  extent provided  in  Section  13.06(b)
hereof).

          12.02   Reliance  by  Agent.   The  Agent  shall  be
entitled  to  rely  upon any certification,  notice  or  other
communication (including, without limitation, any  thereof  by
telephone, telecopy, telex, telegram or cable) believed by  it
to  be genuine and correct and to have been signed or sent  by
or  on behalf of the proper Person or Persons, and upon advice
and  statements of legal counsel, independent accountants  and
other  experts selected by the Agent.  As to any  matters  not
expressly  provided for by this Agreement or any other  Credit
Document,  the Agent shall in all cases be fully protected  in
acting,  or in refraining from acting, hereunder or thereunder
in  accordance with instructions given by the Majority Lenders
or,  if  provided herein, in accordance with the  instructions
given  by  the  Majority Lenders or all of the Lenders  as  is
required in such circumstance, and such instructions  of  such
Lenders  and  any  action  taken or failure  to  act  pursuant
thereto shall be binding on all of the Lenders.

          12.03   Defaults.  The Agent shall not be deemed  to
have  knowledge or notice of the occurrence of  a  Default  or
Event  of Default (other than the non-payment of principal  of
or  interest  on Loans or of Facility Fee or Utilization  Fee)
unless  the  Agent has received notice from  a  Lender  or  an
Obligor  specifying  such  Default or  Event  of  Default  and
stating  that  such notice is a "Notice of Default".   In  the
event  that the Agent receives such a notice of the occurrence
of  a Default or Event of Default, the Agent shall give prompt
notice  thereof  to the Lenders (and shall  give  each  Lender
prompt  notice  of each such non-payment).   The  Agent  shall
(subject to Sections 12.01, 12.07 and 13.04 hereof) take  such
action  with  respect to such Default or Event of  Default  as
shall  be  directed  by the Majority Lenders,  provided  that,
unless   and   until  the  Agent  shall  have  received   such
directions, the Agent may (but shall not be obligated to) take
such  action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable
in  the best interest of the Lenders except to the extent that
this  Agreement expressly requires that such action be  taken,
or   not  be  taken,  only  with  the  consent  or  upon   the
authorization of the Majority Lenders or all of the Lenders.

          12.04   Rights  as a Lender.  With  respect  to  its
Commitment and the Loans made by it, Chase (and any  successor
acting  as Agent) in its capacity as a Lender hereunder  shall
have  the same rights and powers hereunder as any other Lender
and  may exercise the same as though it were not acting as the
Agent,  and  the term "Lender" or "Lenders" shall, unless  the
context  otherwise  indicates,  include  the  Agent   in   its
individual  capacity.   Chase (and  any  successor  acting  as
Agent)  and  its  affiliates may (without  having  to  account
therefor  to any Lender) accept deposits from, lend money  to,
make  investments  in  and generally engage  in  any  kind  of
banking, trust or other business with the Obligors (and any of
their respective Subsidiaries or Affiliates) as if it were not
acting  as the Agent, and Chase and its affiliates may  accept
fees and other consideration from the Obligors for services in
connection with this Agreement or otherwise without having  to
account for the same to the Lenders.

          12.05    Indemnification.   The  Lenders  agree   to
indemnify  the  Agent  (to  the extent  not  reimbursed  under
Section  13.03  or otherwise on behalf of the  Borrowers,  but
without  limiting  the  obligations  of  the  Borrowers  under
Section  13.03)  ratably in accordance with  their  respective
Commitments, for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses
or disbursements of any kind and nature whatsoever that may be
imposed on, incurred by or asserted against the Agent (in  its
capacity as Agent) (including by any Lender) arising out of or
by reason of any investigation in or in any way relating to or
arising out of this Agreement or any other Credit Document  or
any  other documents contemplated by or referred to herein  or
therein  or  the transactions contemplated hereby  or  thereby
(including,  without limitation, the costs and  expenses  that
any  Borrower is obligated to pay under Section 13.03  hereof,
but  excluding,  unless  a Default or  Event  of  Default  has
occurred  and is continuing, normal administrative  costs  and
expenses  incident  to the performance of  its  agency  duties
hereunder)  or the enforcement of any of the terms  hereof  or
thereof  or  of  any such other documents,  provided  that  no
Lender  shall be liable for any of the foregoing to the extent
they arise from the gross negligence or willful misconduct  of
the party to be indemnified.

          12.06   Non-Reliance  on Agent  and  Other  Lenders.
Each  Lender  agrees  that it has, independently  and  without
reliance on the Agent or any other Lender, and based  on  such
documents  and information as it has deemed appropriate,  made
its  own  credit analysis of the Obligors and the decision  to
enter into this Agreement and that it will, independently  and
without reliance upon the Agent or any other Lender, and based
on such documents and information as it shall deem appropriate
at  the  time, continue to make its own analysis and decisions
in  taking  or not taking action under this Agreement  or  any
other  Credit  Document.  The Agent shall not be  required  to
keep  itself  informed as to the performance or observance  by
the  Obligors  of  this Agreement or any of the  other  Credit
Documents  or  any other document referred to or provided  for
herein or therein or to inspect the Properties or books of the
Obligors.  Except for notices, reports and other documents and
information expressly required to be furnished to the  Lenders
by  the Agent hereunder, the Agent shall not have any duty  or
responsibility to provide any Lender with any credit or  other
information  concerning  the affairs, financial  condition  or
business  of any Obligor or any Subsidiary of any Obligor  (or
any of their affiliates) that may come into the possession  of
the Agent or any of its affiliates.

          12.07   Failure to Act.  Except for action expressly
required of the Agent hereunder, the Agent shall in all  cases
be fully justified in failing or refusing to act hereunder and
thereunder unless it shall receive further assurances  to  its
reasonable   satisfaction   from   the   Lenders   of    their
indemnification  obligations under Section 12.05  against  any
and  all liability and expense that may be incurred by  it  by
reason of taking or continuing to take any such action.

          12.08  Resignation or Removal of Agent.  Subject  to
the  appointment  and  acceptance  of  a  successor  Agent  as
provided  below, the Agent may resign at any  time  by  giving
notice thereof to the Lenders and the Borrowers, and the Agent
may  be  removed  at  any time with or without  cause  by  the
Majority  Lenders.   If  the Agent also  then  serves  in  the
capacity of the Swing Line Lender, such resignation or removal
of  the  Agent shall not constitute resignation or removal  of
the  Swing Line Lender.  Upon any such resignation or removal,
the  Majority Lenders shall with the consent of the  Borrowers
which  consent  shall not be unreasonably  withheld  have  the
right  to appoint a successor Agent, which shall be a  Lender;
provided that if upon the date of such appointment an Event of
Default  shall exist, such consent of the Borrowers shall  not
be  required.   If  no  successor Agent  shall  have  been  so
appointed by the Majority Lenders and shall have accepted such
appointment  within 30 days after the retiring Agent's  giving
of  notice of resignation or the Majority Lenders' removal  of
the retiring Agent, then the retiring Agent may, on behalf  of
the Lenders, appoint a successor Agent with the consent of the
Borrowers (such consent not to be unreasonably withheld), that
shall  be a Lender with a combined capital and surplus  of  at
least  $2,000,000,000.  Upon the acceptance of any appointment
as  Agent hereunder by a successor Agent (with the consent  of
the  Borrowers as may be provided above), such successor Agent
shall  thereupon  succeed to and become vested  with  all  the
rights,  powers, privileges and duties of the retiring  Agent,
and the retiring Agent shall be discharged from its duties and
obligations hereunder.  After any retiring Agent's resignation
or  removal hereunder as Agent, the provisions of this Section
12  shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting
as the Agent.

          12.09   Co-Agents.   The  Co-Agents  shall  have  no
duties or responsibilities or be entitled to any of the rights
of  the  Agent under this Agreement or under any other  Credit
Document.

          Section 13.  Miscellaneous.

          13.01   Waiver.  No failure on the part of the Agent
or  any Lender to exercise and no delay in exercising, and  no
course  of  dealing  with  respect to,  any  right,  power  or
privilege under this Agreement or other Credit Document  shall
operate  as a waiver thereof, nor shall any single or  partial
exercise of any right, power or privilege under this Agreement
or  other  Credit  Document  preclude  any  other  or  further
exercise thereof or the exercise of any other right, power  or
privilege.   The  remedies provided herein are cumulative  and
not exclusive of any remedies provided by law.

          13.02   Notices.   All notices, requests  and  other
communications provided for herein and under the other  Credit
Documents  (including, without limitation,  any  modifications
of,  or  waivers or consents under, this Agreement)  shall  be
given  or  made in writing (including, without limitation,  by
telex or telecopy), or, with respect to notices given pursuant
to Section 2.03 or 2.04, by telephone, confirmed in writing by
telecopier by the close of business on the day the  notice  is
given,  delivered (or telephoned, as the case may be)  to  the
intended  recipient  at  the "Address for  Notices"  specified
below  its name on the signature pages hereof; or, as  to  any
party,  at such other address as shall be designated  by  such
party  in  a notice to each other party.  Except as  otherwise
provided  in this Agreement, all such communications shall  be
deemed  to have been duly given when transmitted by  telex  or
telecopier or personally delivered or, in the case of a mailed
notice,  upon  receipt,  in each case given  or  addressed  as
aforesaid.

          13.03    Expenses,  Etc.   Each  Borrower  severally
agrees  to pay or reimburse each of the Lenders and the Agent,
as  the  case may be, within 15 days after receipt of  written
demand  for  such Borrower's Allocable Portion (as hereinafter
defined)  of:   (a)  all  reasonable out-of-pocket  costs  and
expenses  of  the  Agent (including, without  limitation,  the
reasonable  fees  and  expenses of Gibson,  Dunn  &  Crutcher,
special  New  York counsel to the Agent and the  Lenders),  in
connection  with  (i) the negotiation, preparation,  execution
and  delivery of this Agreement and the other Credit Documents
and   the   extension  of  credit  hereunder  and   (ii)   any
modification, supplement or waiver of any of the terms of this
Agreement  or  any  of  the other Credit  Documents;  (b)  all
reasonable out-of-pocket costs and expenses of the Lenders and
the Agent (including, without limitation, reasonable counsels'
fees)  in  connection with (i) any Event of  Default  and  any
enforcement  or collection proceedings resulting therefrom  or
in connection with the protection or preservation of rights or
interests following an Event of Default or the negotiation  of
any  restructuring or "work-out" (whether or not  consummated)
of  the  obligations of the Obligors hereunder and  under  the
other  Credit  Documents following an  Event  of  Default  and
(ii)  the  enforcement  of this Section  13.03;  and  (c)  all
transfer,   stamp,   documentary  or  other   similar   taxes,
assessments or charges levied by any governmental  or  revenue
authority  in  respect of this Agreement or any of  the  other
Credit  Documents or any other document referred to herein  or
therein, provided, that the fees and expenses of the Agent and
of counsel to the Agent and the Lenders in connection with the
negotiation,  preparation,  execution  and  delivery  of  this
Agreement  and the other Credit Documents shall be payable  by
the  Borrowers  only  to the extent specified  in  the  letter
agreement  dated  September 5, 1995 among the  Agent  and  the
Obligors, and provided, further, that the fees and expenses of
counsel  to  the  Agent  in connection with  the  negotiation,
preparation, execution and delivery of this Agreement and  the
other Credit Documents shall not be payable by the Lenders.

          Each   Borrower  hereby  severally  agrees  (i)   to
indemnify  the  Agent  and each Lender  and  their  respective
directors, officers, employees, attorneys and agents from, and
hold  each  of them harmless against such Borrower's Allocable
Portion  (as  hereinafter defined)  of  any  and  all  losses,
liabilities, claims, damages or expenses incurred  by  any  of
them  (including,  without limitation,  any  and  all  losses,
liabilities, claims, damages or expenses incurred by the Agent
to   any   Lender)  arising  out  of  or  by  reason  of   any
investigation  or  litigation or other proceedings  (including
any   threatened   investigation  or   litigation   or   other
proceedings,  but excluding any investigation,  litigation  or
proceeding solely between Lenders or between the Agent and any
Lender or Lenders) (whether or not the Agent or any Lender  or
such other indemnified Person is a party thereto) relating  to
the  extensions of credit hereunder or any actual or  proposed
use  by  the  Borrowers or any of their  Subsidiaries  of  the
proceeds  of  any  of  the  extensions  of  credit  hereunder,
including,  without  limitation,  the  reasonable   fees   and
disbursements of counsel incurred in connection with any  such
investigation   or   litigation  or  other  proceedings   (but
excluding  any  such losses, liabilities, claims,  damages  or
expenses incurred by reason of the gross negligence or willful
misconduct  of the Person to be indemnified) and (ii)  not  to
assert  any claim against the Agent, any Lender, any of  their
affiliates,  or  any of their respective directors,  officers,
employees,  attorneys and agents, on any theory of  liability,
for  special,  indirect,  consequential  or  punitive  damages
arising   out  of  or  otherwise  relating  to  any   of   the
transactions  contemplated  herein  or  in  any  other  Credit
Document,  other than claims arising by reason  of  the  gross
negligence or willful misconduct of any such Person.

          As   used   in  this  Section  13.03,  a  Borrower's
"Allocable  Portion"  of  any cost, expense  or  other  amount
payable under this Section 13.03 shall mean (a) if such  cost,
expense or other amount is directly attributable to the  Loans
made  to  such Borrower or any action taken or omitted  to  be
taken  by such Borrower, 100% of such amount and (b)  if  such
cost, expense or other amount is not directly attributable  to
one  or more specific Borrowers, such amount multiplied by (i)
if  Loans  are  outstanding, the percentage  equivalent  of  a
fraction  the  numerator of which is the principal  amount  of
Loans  outstanding  to such Borrower and  the  denominator  of
which  is  the  aggregate amount of Loans outstanding  to  all
Borrowers and (ii) if no Loans are outstanding, 25%.

          13.04    Amendments,  Etc.   Except   as   otherwise
expressly  provided in this Agreement, any  provision  of  any
Credit  Document may be modified or supplemented  only  by  an
instrument  in writing signed by the Guarantor, the  Borrowers
and  the  Majority Lenders, or by the Guarantor, the Borrowers
and the Agent acting with the consent of the Majority Lenders,
and  any provision of any Credit Document may be waived by the
Majority  Lenders or by the Agent acting with the  consent  of
the  Majority  Lenders; provided that:  (a)  no  modification,
supplement or waiver shall, unless by an instrument signed  by
all of the Lenders or by the Agent acting with the consent  of
all of the Lenders: (i) increase, or extend the term of any of
the  Commitments (other than as contemplated by Section  2.12,
2.13 or 2.14), or extend the time or waive any requirement for
the  reduction or termination of any of the Commitments (other
than   as  contemplated  by  Section  2.12,  2.13  or   2.14),
(ii) extend the date fixed for the payment of principal of  or
interest on any Loan (other than Swing Line Loans) or any  fee
hereunder,  (iii)  reduce the amount of any  such  payment  of
principal,  (iv) reduce the rate at which interest is  payable
thereon or any fee is payable hereunder, (v) alter the  rights
or  obligations of the Borrowers to prepay Loans,  (vi)  alter
the  terms  of this Section 13.04, (vii) modify the definition
of  either  of  the  terms  "Majority  Lenders"  or  "Required
Lenders"  or  modify  in  any  other  manner  the  number   or
percentage  of the Lenders required to make any determinations
or  waive  any  rights  hereunder or to modify  any  provision
hereof,  (viii) alter the terms of Section 10, or  (ix)  alter
the  terms of Section 4.02; (b) any modification or supplement
of  Section 12 or the imposition of any additional  duties  or
obligations  upon the Agent shall require the consent  of  the
Agent; and (c) no term or condition relating to the Swing Line
Loans  or  affecting the rights or duties of  the  Swing  Line
Lender  may be amended or waived unless in writing and  signed
by  the Swing Line Lender; provided that the consent of all of
the Lenders shall be required to extend the date of payment of
any Swing Line Loan beyond the Termination Date.

          Any  such  waiver and any such amendment, supplement
or modification shall apply equally to each of the Lenders and
shall  be  binding upon the Borrowers, the Lenders, the  Agent
and all future holders of the obligations owing hereunder.  In
the  case  of any waiver, the Borrowers, the Lenders  and  the
Agent  shall be restored to their former position  and  rights
hereunder  and  under  any  other Credit  Documents,  and  any
Default or Event of Default waived shall be deemed to be cured
and  not  continuing; but no such waiver shall extend  to  any
subsequent or other Default or Event of Default, or impair any
right consequent thereon.

          Anything   in   this  Agreement  to   the   contrary
notwithstanding,  if  at a time when the conditions  precedent
set  forth in Section 6 to any Syndicated Loan hereunder  are,
in  the opinion of the Majority Lenders, satisfied, any Lender
shall fail to fulfill its obligations to make such Loan, then,
for  so long as such failure shall continue, such Lender shall
be   deemed   for   all  purposes  relating   to   amendments,
modifications, waivers or consents under this Agreement or any
of  the other Credit Documents (including, without limitation,
under  this Section 13.04 and under Section 12.08) to have  no
Loans  or  Commitments,  shall not be treated  as  a  "Lender"
hereunder when performing the computation of Majority Lenders,
and  shall  have no rights under the first paragraph  of  this
Section  13.04; provided that any action taken  by  the  other
Lenders with respect to the matters referred to in clause  (a)
of  the  first  paragraph of this Section 13.04 shall  not  be
effective as against such Lender unless consented to  by  such
Lender.

          13.05  Successors and Assigns.  This Agreement shall
be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.

          13.06  Assignments and Participations.

          (a)   No  Obligor may assign any of  its  rights  or
obligations  hereunder  or  under any  other  Credit  Document
without the prior consent of all of the Lenders and the Agent.

          (b)   Each  Lender may assign any of its Loans,  and
its Commitment (but only with the consent of the Borrowers and
the  Agent, each such consent not to be unreasonably  withheld
or  delayed),  provided  that  (i)  no  such  consent  by  the
Borrowers  or the Agent shall be required in the case  of  any
assignment  to  another  Lender  or  if  the  assignee  is  an
affiliate of the assigning Lender; (ii) any partial assignment
shall   be  in  an  amount  at  least  equal  to  $10,000,000;
(iii) each such assignment by a Lender of its Syndicated Loans
or  Commitment shall be made in such manner so that  the  same
portion of its Syndicated Loans and Commitment is assigned  to
the  respective assignee and, if Syndicated Loans held by such
Lender  are  outstanding  to  more  than  one  Borrower,  such
Syndicated Loans shall be assigned to such assignee  pro  rata
in accordance with the amount thereof outstanding to each such
Borrower  and  (iv) the parties to each such assignment  shall
execute  and deliver to the Guarantor, the Borrowers  and  the
Agent  an Assignment and Acceptance.  Upon such execution  and
delivery  of  the Assignment and Acceptance, and upon  consent
thereto by the Guarantor and the Agent, to the extent required
above,  the  assignee  shall  have,  to  the  extent  of  such
assignment (unless otherwise provided in such assignment  with
the  consent of the Guarantor and the Agent), the obligations,
rights  and  benefits  of  a  Lender  hereunder  holding   the
Commitment and Loans (or portions thereof) assigned to it  (in
addition to the Commitment and Loans, if any, theretofore held
by   such  assignee)  provided  that,  with  respect  to   any
Regulatory  Change or other event entitling such  assignee  to
receive  any  amount pursuant to Section 5.01,  5.05  or  5.06
which  Regulatory Change or event has occurred  prior  to  the
date  of  such assignment, such assignee shall not be entitled
to  receive any greater amount with respect to such Regulatory
Change  or other event pursuant to Section 5.01, 5.05 or  5.06
than  the assigning Lender would have been entitled to receive
in respect of the amount of Loans assigned to such assignee if
such assignment had not occurred.  The assigning Lender shall,
to  the  extent  of  such assignment,  be  released  from  the
Commitment (or portion thereof) so assigned.  Upon  each  such
assignment  the assignee Lender or the assignor  Lender  shall
pay  the  Agent an assignment fee of $2,500; provided that  no
fee  shall  be  payable upon an assignment by a Lender  to  an
affiliate  of  such Lender or an assignment  or  pledge  by  a
Lender to a Federal Reserve Bank pursuant to Section 13.06(d).

          (c)   Any Lender may, in the ordinary course of  its
commercial  banking business and in accordance with applicable
law,  at  any time sell to one or more banks or other entities
("Participants") participating interests in any Loan owing  to
such  Lender,  any  Commitment of such  Lender  or  any  other
interest  of such Lender hereunder and under the other  Credit
Documents, after giving at least 10 days' prior written notice
of  such proposed participation (other than a participation to
be  sold to an affiliate of such Lender) to the Obligors.   In
the  event  of  any such sale by a Lender of  a  participating
interest  to  a  Participant, such Lender's obligations  under
this  Agreement  to the other parties to this Agreement  shall
remain  unchanged, such Lender shall remain solely responsible
for  the  performance thereof, such Lender  shall  remain  the
holder of any such obligation owing to it under this Agreement
for  all  purposes under this Agreement and the  other  Credit
Documents,  and  the Borrowers, the Guarantor  and  the  Agent
shall continue to deal solely and directly with such Lender in
connection  with  such Lender's rights and  obligations  under
this  Agreement and the other Credit Documents.  Each  Obligor
agrees  that  if amounts outstanding under this Agreement  are
due  and  payable, or shall have been declared or  shall  have
become due and payable by such Obligor upon the occurrence  of
an  Event  of Default, each Participant shall, to the  maximum
extent  permitted  by applicable law, be deemed  to  have  the
right  of  setoff in respect of its participating interest  in
amounts  owing under this Agreement to the same extent  as  if
the  amount of its participating interest were owing  directly
to  it  as  a Lender under this Agreement, provided  that,  in
purchasing such participating interest, such Participant shall
be  deemed  to  have  agreed to share  with  the  Lenders  the
proceeds thereof as provided in Section 4.07 as fully as if it
were  a Lender hereunder.  The Borrowers also agree that  each
Participant  shall  be  entitled to the benefits  of  Sections
5.01,  5.05 and 5.06 with respect to its participation in  the
Commitments and the Loans outstanding from time to time as  if
it  was a Lender; provided that, in the case of Section  5.06,
such Participant shall have complied with the requirements  of
said  Section and provided, further, that no Participant shall
be entitled to receive any greater amount pursuant to any such
Section than the transferor Lender would have been entitled to
receive   in  respect  of  the  amount  of  the  participation
transferred by such transferor Lender to such Participant  had
no  such  transfer occurred.  In no event shall a Lender  that
sells  a  participation agree with the Participant to take  or
refrain  from taking any action hereunder or under  any  other
Credit  Document except that such Lender may  agree  with  the
Participant  that  it will not, without  the  consent  of  the
Participant,  agree  to (i) increase or extend  the  term,  or
extend the time or waive any requirement for the reduction  or
termination, of such Lender's related Commitment, (ii)  extend
the date fixed for the payment of principal of or interest  on
the  related Loan or Loans or any portion of any fee hereunder
payable  to  the Participant, (iii) reduce the amount  of  any
such  payment  of  principal, (iv) reduce the  rate  at  which
interest  is payable thereon, or any fee hereunder payable  to
the  Participant,  to  a level below the  rate  at  which  the
Participant  is  entitled to receive  such  interest  or  fee,
(v) alter the rights or obligations of the Borrowers to prepay
the  related  Loans,  (vi)  release  the  Guarantor  from  its
obligations  under  Section 10 or (vii) change  the  terms  of
Section 4.02.

          (d)     In   addition   to   the   assignments   and
participations  permitted under the  foregoing  provisions  of
this  Section 13.06, any Lender may assign and pledge  all  or
any  portion  of  its  Loans to any Federal  Reserve  Bank  as
collateral security pursuant to Regulation A and any Operating
Circular  issued  by  such  Federal  Reserve  Bank.   No  such
assignment  shall  release  the  assigning  Lender  from   its
obligations hereunder.  In order to facilitate such pledge  or
assignment, each Borrower hereby agrees that, upon request  of
any  Lender  at  any  time and from time to  time  after  such
Borrower  has  made  its  initial  borrowing  hereunder,  such
Borrower shall provide to such Lender, at such Borrower's  own
expense,  a  promissory note, substantially  in  the  form  of
Exhibit  F-1 or F-2, as the case may be, evidencing the  Loans
owing to such Lender.

          (e)  A Lender may furnish any information concerning
the  Guarantor  and  any  of the Borrowers  or  any  of  their
respective Subsidiaries in the possession of such Lender  from
time   to   time  to  assignees  and  Participants  (including
prospective assignees and Participants), subject, however,  to
the provisions of Section 13.06(g).

          (f)   Anything in this Section 13.06 to the contrary
notwithstanding,  no  Lender may  assign  or  participate  any
interest in any Loan held by it hereunder to a Borrower or any
of  its  Affiliates or Subsidiaries without the prior  written
consent of each Lender.

          (g)   Each  of the Lenders and the Agent agrees  (on
behalf  of  itself  and  each  of its  affiliates,  directors,
officers,  employees and representatives)  to  use  reasonable
precautions  to  keep confidential, in accordance  with  their
customary procedures for handling confidential information  of
this  nature  and  in accordance with safe and  sound  Lending
practices  and  not  to disclose to any  third  party  or  any
department or personnel of such Lender or the Agent engaged in
a consumer finance business competitive with any Borrower, any
non-public information supplied to it by the Guarantor or  any
Borrower pursuant to this Agreement which is identified by the
Guarantor or such Borrower as being confidential at  the  time
the  same  is delivered to the Lenders or the Agent,  provided
that  nothing herein shall limit the disclosure  of  any  such
information  (i)  to  the extent required  by  statute,  rule,
regulation or judicial process, (ii) to counsel for any of the
Lenders  or  the Agent, (iii) to bank examiners,  auditors  or
accountants,  (iv) to the Agent or any other  Lender,  (v)  in
connection with any litigation to which any one or more of the
Lenders  or  the  Agent is a party, (vi) to  any  assignee  or
Participant (or prospective assignee or Participant)  so  long
as  such  assignee or Participant (or prospective assignee  or
Participant)  consents to the terms of this Section  13.06(g),
(vii)  which  was  in  the possession of such  Lender  or  its
affiliates as shown by clear and convincing evidence prior  to
the Borrowers furnishing it to such Lender, or (viii) which is
received  by  such  Lender,  without  restriction  as  to  its
disclosure  or  use,  from  a Person  who,  to  such  Lender's
knowledge  or  reasonable  belief,  was  not  prohibited  from
disclosing it by any duty of confidentiality.

          (h)    The  Agent  shall  maintain  at  its  address
referred  to  in  Section 13.02 a copy of each Assignment  and
Acceptance delivered to it and a register (the "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  from time to time.  The entries in the  Register
shall be prima facie evidence of the existence and amounts  of
the  obligations  of the Borrowers therein recorded,  and  the
Guarantor, the Borrowers, the Agent and the Lenders may  treat
each  Person  whose name is recorded in the  Register  as  the
owner  of the Loan recorded therein for all purposes  of  this
Agreement.  The Register shall be available for inspection and
copying by the Guarantor, the Borrowers or any Lender  at  any
reasonable  time  and from time to time upon reasonable  prior
notice.

          13.07   Survival.  The obligations of the  Borrowers
(and of the Guarantor as guarantor) under Sections 5.01, 5.05,
5.06  and 13.03 (subject to the provisions of Section 2.04(c))
and  the obligations of the Lenders under Section 12.05  shall
survive the repayment of the Loans and the termination of  the
Commitments.   In addition, each representation  and  warranty
made,  or  deemed to be made by a notice of any  extension  of
credit, herein or pursuant hereto shall survive the making  of
such  representation  and warranty, and  no  Lender  shall  be
deemed  to  have waived, by reason of making any extension  of
credit  hereunder, any Default which may arise  by  reason  of
such representation or warranty proving to have been false  or
misleading, notwithstanding that such Lender or the Agent  may
have  had  notice or knowledge or reason to believe that  such
representation or warranty was false or misleading at the time
such extension of credit was made.

          13.08  Captions.  The table of contents and captions
and  section headings appearing herein are included solely for
convenience  of reference and are not intended to  affect  the
interpretation of any provision of this Agreement.

          13.09  Counterparts.  This Agreement may be executed
in  any  number  of counterparts, all of which taken  together
shall  constitute one and the same instrument and any  of  the
parties hereto may execute this Agreement by signing any  such
counterpart.

          13.10   Independence  of Covenants.   All  covenants
under this Agreement shall each be given independent effect so
that  if a particular action or condition is not permitted  by
any  such covenant or any exception thereto, the fact that  it
would  be  permitted  by  another covenant,  by  an  exception
thereto, or be otherwise within the limitations thereof, shall
not  avoid the occurrence of a Default or an Event of  Default
if such action is taken or condition exists.

          13.11  [Reserved].

          13.12  Severability  Any provision of this Agreement
which  is  prohibited  or unenforceable  in  any  jurisdiction
shall,  as to such jurisdiction, be ineffective to the  extent
of  such  prohibition or unenforceability without invalidating
the  remaining provisions hereof, and any such prohibition  or
unenforceability in any jurisdiction shall not  invalidate  or
render unenforceable such provision in any other jurisdiction.

          13.13   Integration  This Agreement  and  the  other
Credit Documents represent the agreement of the Guarantor, the
Borrowers,  the  Agent and the Lenders  with  respect  to  the
subject   matter   hereof,   and  there   are   no   promises,
undertakings, representations or warranties by  the  Agent  or
any Lender relative to the subject matter hereof not expressly
set  forth  or  referred  to herein or  in  the  other  Credit
Documents.

          13.14  Governing Law.  THIS AGREEMENT AND THE RIGHTS
AND  OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL  BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.

          13.15  Submission to Jurisdiction; Waivers.  Each of
the Obligors hereby irrevocably and unconditionally:

          (a)    submits  for itself and its property  in
          any legal action or proceeding relating to this
          Agreement  and  the other Credit  Documents  to
          which  it  is  a party, or for recognition  and
          enforcement of any judgment in respect thereof,
          to  the  non-exclusive general jurisdiction  of
          the Courts of the State of New York, the courts
          of   the  United  States  of  America  for  the
          Southern  District of New York,  and  appellate
          courts from any thereof;

          (b)     consents  that  any  such   action   or
          proceeding  may be brought in such  courts  and
          waives  any  objection  that  it  may  now   or
          hereafter have to the venue of any such  action
          or  proceeding in any such court or  that  such
          action   or  proceeding  was  brought   in   an
          inconvenient court and agrees not to  plead  or
          claim the same;

          (c)    agrees  that service of process  in  any
          such  action  or proceeding may be effected  by
          mailing   a  copy  thereof  by  registered   or
          certified  mail  (or any substantially  similar
          form of mail), postage prepaid, to such Obligor
          at its address set forth below or at such other
          address  of  which the Agent  shall  have  been
          notified pursuant thereto; and

          (d)    agrees that nothing herein shall  affect
          the  right to effect service of process in  any
          other  manner permitted by law or  shall  limit
          the right to sue in any other jurisdiction.

          13.16   Waivers  of Jury Trial.  THE BORROWERS,  THE
GUARANTOR,  THE  AGENT AND THE LENDERS HEREBY IRREVOCABLY  AND
UNCONDITIONALLY  WAIVE TRIAL BY JURY IN ANY  LEGAL  ACTION  OR
PROCEEDING  RELATING  TO THIS AGREEMENT OR  ANY  OTHER  CREDIT
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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

                              FIRST DEPOSIT NATIONAL BANK



                              By
                                Name:David J. Petrini
                                Title:    Vice President and
                                Senior Financial
                                     Officer


                              Address for Notices:

                              c/o Providian Bancorp, Inc.
                              88 Kearny Street, Suite 1900
                              San Francisco, CA  94108

                              Attention:     Vice President
                              and Senior Financial
                                      Officer

                              Telecopier No.:
                              (415) 398-0731

                              Telephone No.: (415) 398-2893


                              PROVIDIAN NATIONAL BANK
                              (formerly First Deposit National
                              Credit Card Bank)



                              By
                                Name:David J. Petrini
                                Title:    Vice President and
                                Senior Financial
                                     Officer


                              Address for Notices:

                              c/o Providian Bancorp, Inc.
                              88 Kearny Street, Suite 1900
                              San Francisco, CA  94108

                              Attention:     Vice President
                              and Senior Financial
                                      Officer

                              Telecopier No.:
                              (415) 398-0731

                              Telephone No.: (415) 398-2893


                              PROVIDIAN CREDIT CORPORATION
                              (formerly Providian National
                              Credit Corporation)



                              By
                                Name:David J. Petrini
                                Title:    Vice President and
                                Senior Financial
                                     Officer


                              Address for Notices:

                              c/o Providian Bancorp, Inc.
                              88 Kearny Street, Suite 1900
                              San Francisco, CA  94108

                              Attention:     Vice President
                              and Senior Financial
                                      Officer

                              Telecopier No.:
                              (415) 398-0731

                              Telephone No.: (415) 398-2893


                              PROVIDIAN CREDIT SERVICES, INC.



                              By
                                Name:David J. Petrini
                                Title:    Vice President and
                                Senior Financial
                                     Officer


                              Address for Notices:

                              c/o Providian Bancorp, Inc.
                              88 Kearny Street, Suite 1900
                              San Francisco, CA  94108

                              Attention:     Vice President
                              and Senior Financial
                                      Officer

                              Telecopier No.:
                              (415) 398-0731

                              Telephone No.: (415) 398-2893



                              PROVIDIAN BANCORP, INC., as
                              Guarantor



                              By
                                Name:David J. Petrini
                                Title:    Vice President and
                                Senior Financial
                                     Officer


                              Address for Notices:

                              c/o Providian Bancorp, Inc.
                              88 Kearny Street, Suite 1900
                              San Francisco, CA  94108

                              Attention:     Vice President
                              and Senior Financial
                                      Officer

                              Telecopier No.:
                              (415) 398-0731

                              Telephone No.: (415) 398-2893

Commitment                    [NAME OF LENDER]



                              By
                               Name:  [Printed]
                               Title:

                              Lending Office for Base Rate
                                Loans:




                              Lending Office for Loans other
                                than Base Rate Loans:





                              Address for Notices:

                                _____________________________
                                ____
                                _____________________________
                                ____

                              Attention:
                              ___________________________


                              Telex No.:
                              __________________________

                              Telecopier No.:
                              ______________________

                              Telephone No.:
                              _______________________

                              THE CHASE MANHATTAN BANK
                                (NATIONAL ASSOCIATION),
                                as Agent



                              By______________________________
                              ___
                               Name:  Dennis L. Cogan
                               Title:      Vice President

                              Address for Notices to Chase as
                                Agent:

                                The Chase Manhattan Bank
                                  (National Association)
                                4 Chase Metro Tech Center
                                13th Floor
                                Brooklyn, New York  11245

                              Attention:  New York Agency

                              Telex No.:  6720516 (Answerback:
                                CMBNYAUW)

                              Telecopier No.:  (718)
                                242-6909/6910

                              Telephone No.:  (718) 242-7945

                          SCHEDULE I

                         Subsidiaries


Subsidiaries of Providian Bancorp, Inc.

First Deposit National Bank
Providian National Bank
Providian Credit Corporation
Providian National Bancorp
First Deposit Service Corporation
First Deposit Life Insurance Company
Providian Credit Services, Inc.


Subsidiary of First Deposit National Bank

Winnisquam Community Development Corporation


Subsidiary of Providian National Bancorp

Commonwealth Premium Finance

                          SCHEDULE II

                        Existing Liens


None except as permitted by Section 8.08










NA952710.080/2+
               FORM OF ASSIGNMENT AND ACCEPTANCE

                     Dated ________, 19__






          Reference is made to the Amended and Restated Credit
Agreement  dated  as  of ____________,  1995  (as  amended  or
modified  from  time  to time, the "Credit  Agreement")  among
FIRST  DEPOSIT  NATIONAL BANK, a national banking  association
incorporated,  organized and existing under the  laws  of  the
United States of America ("FDNB"), PROVIDIAN NATIONAL BANK,  a
national  banking  association  incorporated,  organized   and
existing  under  the  laws  of the United  States  of  America
("PNB"), PROVIDIAN CREDIT CORPORATION, a corporation organized
and  existing under the laws of the State of Delaware ("PCC"),
PROVIDIAN  CREDIT SERVICES, INC, a corporation  organized  and
existing under the laws of the State of Utah ("PCSI"; together
with  FDNB, PNB and PCC, the "Borrowers"); PROVIDIAN  BANCORP,
INC.,  a corporation organized and existing under the laws  of
the  State  of  Delaware (the "Guarantor"; together  with  the
Borrowers,   the   "Obligors");  the   banks   and   financial
institutions listed on the signature pages thereof  under  the
caption "LENDERS" or which, pursuant to Section 2.12, 2.13  or
13.06(b)   thereof,   shall  become  a   "Lender"   thereunder
(individually,  a "Lender" and, collectively, the  "Lenders");
and  THE  CHASE  MANHATTAN  BANK  (NATIONAL  ASSOCIATION),   a
national banking association, as administrative agent for  the
Lenders   (in  such  capacity,  together  with  any  successor
appointed pursuant to Section 12.08 thereof, the "Agent").

          Terms  defined  in  the  Credit  Agreement  and  not
otherwise defined herein are used herein as therein defined.

          ________________      (the      "Assignor")      and
_______________ (the "Assignee") agree as follows:

          1.    The  Assignor hereby sells and assigns to  the
Assignee,  without recourse and the Assignee hereby  purchases
and  assumes from the Assignor, that portion of the Assignor's
rights  and obligations under the Credit Agreement as  of  the
date  hereof (other than in respect of Competitive Bid  Option
Loans)  specified  in Section 1 of Schedule  1  hereto.   Such
portion  of  the  Assignor's  Commitment  and  of  outstanding
Syndicated  Loans  owing to the Assignor being  purchased  and
assumed   by  Assignee  constitutes  the  percentage  interest
specified  in  Section 2 of Schedule 1 hereto in  and  to  the
aggregate  Commitments of all of the Lenders and the aggregate
principal amount of all of the Syndicated Loans outstanding.

          2.    The Assignor (i) represents and warrants  that
as  of the date hereof its Commitment (after giving effect  to
any assignments thereof made prior to the date hereof, whether
or  not  such  assignments have become effective, but  without
giving effect hereto or to any other assignments thereof  also
made on the date hereof) is in the dollar amount specified  as
the  Assignor's Commitment in Section 3 of Schedule  1  hereto
and  the  aggregate outstanding principal amount of Syndicated
Loans  owing  to  it (after giving effect to  any  assignments
thereof  made prior to the date hereof, whether  or  not  such
assignments  have become effective, but without giving  effect
hereto  or to any other assignments thereof also made  on  the
date  hereof)  is  in  the  dollar  amount  specified  as  the
aggregate outstanding principal amount of such Loans owing  to
the   Assignor  in  Section  3  of  Schedule  l  hereto;  (ii)
represents  and  warrants  that as  of  the  date  hereof  its
Commitment and the aggregate outstanding principal  amount  of
Syndicated Loans owing to Assignor (after giving effect to any
assignments thereof made prior to the date hereof, whether  or
not  such assignments have become effective, and giving effect
hereto  or to any other assignments thereof also made  on  the
date hereof) constitutes the percentage interest specified  in
Section  4  of  Schedule  1 hereto in  and  to  the  aggregate
Commitments of all of the Lenders and the aggregate  principal
amount  of all Syndicated Loans outstanding and its Commitment
(after giving effect to any assignments thereof made prior  to
the  date hereof, whether or not such assignments have  become
effective,   and  giving  effect  hereto  or  to   any   other
assignments thereof also made on the date hereof)  is  in  the
dollar  amount  specified  as  the  Assignor's  Commitment  in
Section  4  of Schedule 1 hereto and the aggregate outstanding
principal amount of Syndicated Loans owing to it (after giving
effect  to  any  assignments thereof made prior  to  the  date
hereof, whether or not such assignments have become effective,
and  giving effect hereto or to any other assignments  thereof
also  made  on  the  date  hereof) is  in  the  dollar  amount
specified  as  the aggregate outstanding principal  amount  of
such  Loans  owing to the Assignor in Section 4 of Schedule  1
hereto; (iii) represents and warrants that it is the legal and
beneficial  owner  of  the  interest  being  assigned  by   it
hereunder  and  that such interest is free and  clear  of  any
adverse  claim; (iv) makes no representation or  warranty  and
assumes  no  responsibility with respect  to  any  statements,
warranties  or  representations made in or in connection  with
any  Credit  Document  or the execution,  legality,  validity,
enforceability, genuineness, sufficiency or value  of  any  of
the  Credit  Documents  or any other  instrument  or  document
furnished pursuant thereto; and (v) makes no representation or
warranty  and  assumes no responsibility with respect  to  the
financial  condition  of  any of the Borrowers  or  any  other
Obligor  or  the  performance or  observance  by  any  of  the
Borrowers or any other Obligor of any of its obligations under
any  Credit  Document  to which it is a  party  or  any  other
instrument or document furnished pursuant thereto.

          3.    The Assignee (i) confirms that it has received
a  copy  of the Credit Agreement, together with copies of  the
financial  statements referred to in Section 7.01  thereof  or
the  financial  statements  most  recently  delivered  by  the
Borrowers  and the Guarantor pursuant to Section 8.01  thereof
and  such  other documents and information as  it  has  deemed
appropriate  to make its own credit analysis and  decision  to
enter into this Assignment and Acceptance; (ii) agrees that it
will,  independently and without reliance upon the Agent,  the
Assignor  or any other Lender and based on such documents  and
information as it shall deem appropriate at the time, continue
to  make  its  own credit decisions in taking  or  not  taking
action   under  the  Credit  Documents;  (iii)  appoints   and
authorizes  the  Agent to take such action  as  agent  on  its
behalf  and to exercise such powers under the Credit Documents
as  are  delegated to the Agent by the terms thereof, together
with  such  powers as are reasonably incidental thereto;  (iv)
agrees  to  be bound by the provisions of the Credit Agreement
and agrees that it will perform in accordance with their terms
all  of  the  obligations which by the  terms  of  the  Credit
Documents are required to be performed by it as a Lender;  (v)
specifies  as its Applicable Lending Offices (and address  for
notices)  the  office(s) set forth beneath  its  name  on  the
signature  page hereof; and (vi) attaches the forms prescribed
by   the   Internal  Revenue  Service  of  the  United  States
certifying  as  to  the  Assignee's  status  for  purposes  of
determining  exemption  from United States  withholding  taxes
with  respect to all payments to be made to the Assignee under
the  Credit Documents or such other documents as are necessary
to  indicate that all such payments are subject to such  rates
at a rate reduced by an applicable tax treaty.1

          4.    Following the execution of this Assignment and
Acceptance  by  the  Assignor and the  Assignee,  it  will  be
delivered  to  the  Borrowers and the  Agent  for  acceptance,
together  with  payment to the Agent of the $2,500  assignment
fee;  provided that no fee shall be payable upon an assignment
by  a  Lender  to  an  Affiliate of such  Lender  or  upon  an
          assignment or pledge by a Lender to a Federal Reserve Bank
pursuant  to  Section 13.06(d) of the Credit  Agreement.   The
effective date of this Assignment and Acceptance shall be  the
date  of acceptance thereof by the Agent and the Borrowers  or
such later date specified on Schedule 1 hereto (the "Effective
Date").

          5.    Upon  such  acceptance and  recording  by  the
Agent, as of the Effective Date, (i) the Assignee shall  be  a
party  to the Credit Agreement and, to the extent provided  in
this   Assignment  and  Acceptance,  have   the   rights   and
obligations  of  a  Lender thereunder  and  under  the  Credit
Documents and (ii) the Assignor shall, to the extent  provided
in  this Assignment and Acceptance, relinquish its rights  and
be released from its obligations under the Credit Documents.

          6.    Upon  such  acceptance and  recording  by  the
Agent, from and after the Effective Date, the Agent shall make
all  payments  under the Credit Documents in  respect  of  the
interest  assigned hereby (including, without limitation,  all
payments  of  principal,  interest and  commitment  fees  with
respect  thereto) to the Assignee.  The Assignor and  Assignee
shall  make all appropriate adjustments in payments under  the
Credit  Documents  for  periods prior to  the  Effective  Date
directly between themselves.

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

          IN  WITNESS WHEREOF, the parties hereto have  caused
this  Assignment  and  Acceptance  to  be  executed  by  their
respective officers thereunto duly authorized, as of the  date
first  above written, such execution being made on Schedule  1
hereto.
                          Schedule 1
                              to
                   Assignment and Acceptance
                 Dated _______________, 199___



Section 1.

     Assignee's purchased portion of
     Assignor's (i) Commitment and
     (ii) outstanding Syndicated Loans
     owing to the Assignor:   (i) $___
          (ii) $___

Section 2.

     Assignee's percentage interest in
     aggregate Commitments of all Lenders
     and in aggregate principal amount
     of Syndicated Loans outstanding
     (after giving effect hereto):                   ____%

Section 3.

     Assignor's Commitment
     (before giving effect hereto):     $___

     Aggregate outstanding principal
     amount of Syndicated Loans
     owing to the Assignor
     (before giving effect hereto):     $___

Section 4.

     Assignor's percentage interest in
     aggregate Commitments of all
     Lenders and in aggregate
     principal amount of Syndicated
     Loans outstanding (after
     giving effect hereto):                          ____%

     Assignor's Commitment
     (after giving effect hereto): $___

     Aggregate outstanding principal amount
     of Syndicated Loans owing to
     the Assignor (after giving effect hereto):   $___

Section 5.

     Effective Date2:    ___________________, 199_

                              [NAME OF ASSIGNOR]


                                   By:________________________
                                     _____
                                     Title:

                              [NAME OF ASSIGNEE]


                                   By:________________________
                                     ______
                                     Title:


Accepted this     day              Lending Office for Base
Rate Loans:
of ___________, 199__              [Address]


THE CHASE MANHATTAN BANK           Lending Office for other
(National Association),            Types of Loans:
as Administrative Agent            [Address]


By:__________________________      Address for Notices
     Title:                        [Address]


Accepted this ___________ day of _________, 199__3:


PROVIDIAN BANCORP, INC.,
as Guarantor


By:__________________________
  Title:


FIRST DEPOSIT NATIONAL BANK


By:__________________________
  Title:


PROVIDIAN NATIONAL BANK


By:__________________________
  Title:


PROVIDIAN CREDIT CORPORATION


By:__________________________


Title:


PROVIDIAN CREDIT SERVICES, INC.


By:__________________________
  Title:


NA952610.063/2+



                   FORM OF CBO QUOTE REQUEST



                                        [Date]



To:   The  Chase  Manhattan  Bank (National  Association),  as
      Agent

From: [Borrower]

Re:   CBO Quote Request

          Pursuant  to  Section 2.03 (b) of  the  Amended  and
Restated Credit Agreement dated as of ____________, 1995  (the
"Credit Agreement") among the undersigned, the other Borrowers
party  thereto,  Providian Bancorp, Inc.,  as  Guarantor,  the
Lenders  named therein, and The Chase Manhattan Bank (National
Association), as Administrative Agent, we hereby  give  notice
that   we  request  CBO  Quotes  for  the  following  proposed
Competitive Bid Option Borrowing(s):


Borrowing    Quotation                            Interest
   Date      Date[*1]   Amount[*2]    Type[*3]   Period[*4]














          [Pursuant  to Section 4.03 of the Credit  Agreement,
interest  on  a Set Rate Loan with an Interest Period  of  270
days  or more shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.] [*5]

          Terms used herein have the meanings assigned to them
in the Credit Agreement.

                              [NAME OF BORROWER]



                              By:
                                Name:
                                Title:

____________________

[1]  For  use if a Set Rate in a Set Rate Auction is requested
     to be submitted before the proposed date of borrowing.

[2]  Each  amount  must be $5,000,000 or a larger multiple  of
     $1,000,000.

[3]  Insert  either "LIBO Margin" (in the case of LIBOR Market
     Loans) or "Set Rate" (in the case of Set Rate Loans).

[4]  A  whole number of months, in the case of a LIBOR  Market
     Loan  or, in the case of a Set Rate Loan, a period of  at
     least  7 days after the making of such Set Rate Loan  and
     ending on a Business Day.

[5]  Insert  if Set Rate Loans with an Interest Period of  270
     days or more are requested.



NA952610.064/1+

                       FORM OF CBO QUOTE

To:    The  Chase  Manhattan Bank (National  Association),  as
       Agent

Attention:

Re:    CBO Quote to
       [Borrower] (the "Borrower")

          This   CBO   Quote  is  given  in  accordance   with
Section  2.03(c) of the Amended and Restated Credit  Agreement
dated  as of ___________, 1995 (the "Credit Agreement")  among
[Name   of  Borrower],  the  other  Borrowers  party  thereto,
Providian  Bancorp,  Inc.,  as Guarantor,  the  Lenders  named
therein  and  The Chase Manhattan Bank (National Association),
as   Administrative  Agent.   Terms  defined  in  the   Credit
Agreement are used herein as defined therein.

          In  response  to  the  Borrower's  invitation  dated
__________,  199__ ,we hereby make the following CBO  Quote(s)
on the following terms:

          l.   Quoting Lender:

          2.   Person to contact at Quoting Lender:

          3.    We hereby offer to make Competitive Bid Option
     Loan(s)  in  the following principal amount[s],  for  the
     following   Interest  Period(s)  and  at  the   following
     rate(s):


Borrowin  Quotatio                       Interest
   g          n     Amount[*   Type[*3]  Period[*  Rate[*5]
  Date    Date[*1]     2]                   4]









          [Pursuant  to Section 4.03 of the Credit  Agreement,
interest  on  a Set Rate Loan with an Interest Period  of  270
days  or more shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.] [*6]

          We  understand and agree that the offer(s) set forth
above,   subject   to  the  satisfaction  of  the   applicable
conditions  set  forth  in the Credit  Agreement,  irrevocably
obligate[s] us to make the Competitive Bid Option Loan(s)  for
which  any  offer(s) (is/are) accepted, in whole  or  in  part
(subject to Section 2.03 of the Credit Agreement).

                              Very truly yours,

                              [NAME OF LENDER]



                              By:
                                Authorized Officer
Dated:  _____________________


___________________________

[1]  As specified in the related CBO Quote Request.

[2]  The principal amount bid for each Interest Period may not
     exceed the principal amount requested.  Bids must be made
     for   at  least  $5,000,000  or  a  larger  multiple   of
     $1,000,000.

[3]  Indicate  "LIBO  Margin" (in the  case  of  LIBOR  Market
     Loans) or "Set Rate" (in the case of Set Rate Loans).

[4]  A  whole number of months, in the case of a LIBOR  Market
     Loan  or, in the case of a Set Rate Loan, a period of  at
     least  7 days after the making of such Set Rate Loan  and
     ending on a Business Day, as specified in the related CBO
     Quote Request.

[5]  For a LIBOR Market Loan, specify margin over or under the
     LIBO  Rate determined for the applicable Interest Period.
     Specify percentage (rounded, if necessary, to the nearest
     1/10,000th of 1%) and specify whether "PLUS" or  "MINUS".
     For  a  Set Rate Loan, specify rate of interest per annum
     (rounded, if necessary, to the nearest 1/10,000th of 1%).

[6]  Insert  if Set Rate Loans with an Interest Period of  270
     days or more were requested.

                  FORM OF NOTICE OF BORROWING
                OF COMPETITIVE BID OPTION LOANS


                                        [Date]

TO:     The  Chase  Manhattan Bank (National Association),  as
Administrative Agent

FROM:  [Name of Borrower]

RE:    Notice of Borrowing of Competitive Bid Option Loans

          The  undersigned refers to the Amended and  Restated
     Credit  Agreement,  dated as of  ___________,  1995  (the
     "Credit  Agreement";  terms defined  therein  being  used
     herein as therein defined) among [Name of Borrower],  the
     other  Borrowers party thereto, Providian Bancorp,  Inc.,
     as  Guarantor,  the Lenders party thereto and  The  Chase
     Manhattan  Bank (National Association), as Administrative
     Agent; and hereby gives you notice, irrevocably, pursuant
     to  and  in accordance with Section 2.03(e) of the Credit
     Agreement,  that  the  undersigned  hereby  accepts   the
     following offers notified to the undersigned pursuant  to
     Section  2.03(d),  in  an aggregate principal  amount  of
     $____________, in respect of the CBO Quote Request  dated
     _________, 199_ delivered by the undersigned to the Agent
     pursuant to Section 2.03(b):


        Borrowi  Quotati                    Interes
Lender     ng       on     Amount    Type      t      Rate
           Date     Date                     Period










          [Pursuant  to Section 4.03 of the Credit  Agreement,
interest  on  a Set Rate Loan with an Interest Period  of  270
days  or more shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.] [*1]

          The  undersigned hereby certifies that the following
statements  will  be true on the date[s] set forth  under  the
caption "Borrowing Date" above:

          (A)   the representations and warranties made by the
     undersigned and the Guarantor in Section 7 of the  Credit
     Agreement  and in each of the other Credit  Documents  to
     which  it  is  a party are true and complete  before  and
     after  giving effect to the Competitive Bid Option  Loans
     specified  above, 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

          (B)  no Default or Event of Default with respect  to
     the  undersigned  or the Guarantor has  occurred  and  is
     continuing,  or  would result from  the  making  of  such
     Competitive Bid Option Loans.

                              Very truly yours,

                              [NAME OF BORROWER]



                              By:____________________________
                                  Title:

                  FORM OF NOTICE OF BORROWING
                      OF SYNDICATED LOANS



                                             [Date]



TO:        The Chase Manhattan Bank (National Association), as
           Administrative Agent

FROM:      [Name of Borrower] (the "Borrower")

RE:        Notice of Borrowing of Syndicated Loans


          The  undersigned refers to the Amended and  Restated
Credit  Agreement,  dated  as of ________________,  1995  (the
"Credit Agreement"; terms defined therein being used herein as
therein  defined) among the undersigned, the  other  Borrowers
party  thereto,  Providian Bancorp, Inc.,  as  Guarantor,  the
Lenders  party thereto, and The Chase Manhattan Bank (National
Association),  as Administrative Agent; and hereby  gives  you
notice,  irrevocably, pursuant to Section 4.05 of  the  Credit
Agreement, that the undersigned hereby requests a borrowing or
borrowings of Syndicated Loans under the Credit Agreement, and
in  connection  therewith  sets forth  below  the  information
relating  to  such  borrowing  or  borrowings  (the  "Proposed
Borrowing")  as  required  by  Section  4.05  of  the   Credit
Agreement:

        (i)  The Business Day of the Proposed Borrowing is
     __________, 199_.

       (ii)  The aggregate amount of the Proposed Borrowing is
     $_______4 [which shall be comprised of Loans of $________
     ("Borrowing 1") and $________ ("Borrowing 2")].5

      (iii)  The Loans comprising the Proposed Borrowing are
     [Base Rate Loans] [Eurodollar Loans].

      6(iv)  The Interest Period for each Eurodollar Loan made
     as part of the      Proposed Borrowing is _____ month[s]7
     [with respect to Borrowing 1 and _____ month[s] with
     respect to Borrowing 2].

          The  undersigned hereby certifies that the following
statements will be true on the date of the Proposed Borrowing:

          (A) the representations and warranties made by the
     undersigned and the Guarantor in Section 7 of the Credit
     Agreement and in each of the other Credit Documents to
     which it is a party are true and complete before and
     after giving effect to the Proposed Borrowing, 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);

          (B) no Default or Event of Default with respect to
     the undersigned or the Guarantor has occurred and is
     continuing, or would result from such Proposed Borrowing.

                              Very truly yours,

                              [NAME OF BORROWER]



                              By:
                                Title:


                  FORM OF NOTICE OF BORROWING
                      OF SWING LINE LOANS




                                        [Date]

TO:     The  Chase  Manhattan Bank (National Association),  as
Administrative Agent

FROM:  [Name of Borrower]

RE:    Notice of Borrowing of Swing Line Loans

          The  undersigned refers to the Amended and  Restated
Credit   Agreement,  dated  as  of   __,  1995  (the   "Credit
Agreement"; terms defined therein being used herein as therein
defined)  among  the  undersigned, the other  Borrowers  party
thereto,  Providian Bancorp, Inc., as Guarantor,  the  Lenders
party   thereto,  and  The  Chase  Manhattan  Bank   (National
Association),  as Administrative Agent; and hereby  gives  you
notice,  irrevocably, pursuant to Section 2.04 of  the  Credit
Agreement, that the undersigned hereby requests a borrowing of
Swing Line Loans under the Credit Agreement, and in connection
therewith  sets forth below the information relating  to  such
borrowing  (the "Proposed Borrowing") as required  by  Section
2.04 of the Credit Agreement:

          (i)   The  Proposed Borrowing is requested from  The
Chase Manhattan Bank (National Association).

          (ii)  The Business Day of the Proposed Borrowing  is
______ 199_.

          (ii)  The aggregate amount of the Proposed Borrowing
is $_____.

          (iii)       The   Loans  comprising   the   Proposed
Borrowing  will  bear interest at the [Swing Line  Base  Rate]
[Swing Line Money Market Rate].

          The  undersigned hereby certifies that the following
statements will be true on the date of the Proposed Borrowing:

          (A)   the representations and warranties made by the
     undersigned and the Guarantor in Section 7 of the  Credit
     Agreement  and in each of the other Credit  Documents  to
     which  it  is  a party are true and complete  before  and
     after  giving effect to the Proposed Borrowing, 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);

          (B)  no Default or Event of Default with respect  to
     the  undersigned  or the Guarantor has  occurred  and  is
     continuing, or would result from such Proposed Borrowing.

                              Very truly yours,

                              [NAME OF BORROWER]



                              By:
                               _____________________________
                               Name:
                               Title:

          October __, 1995







          The Chase Manhattan Bank (National

          Association), as Administrative Agent,

          and the Lenders party to the Credit

          Agreement (as hereinafter defined)



                          Re:   Amended  and  Restated  Credit
Agreement



          Ladies and Gentlemen:



                I have acted as in-house counsel for Providian
Bancorp,  Inc., a Delaware corporation ("PBI"), First  Deposit
National   Bank,  a  national  banking  association  ("FDNB"),
Providian   National  Bank,  a  national  banking  association
("PNB"),  Providian Credit Corporation, a Delaware corporation
("PCC"),   and  Providian  Credit  Services,  Inc.,   a   Utah
corporation  ("PCSI"),  in connection  with  the  Amended  and
Restated  Credit Agreement dated as of October __,  1995  (the
"Credit  Agreement")  among  FDNB,  PNB,  PCC  and  PCSI,   as
borrowers  (collectively, the "Borrowers"), PBI, as  guarantor
(the  "Guarantor"  and,  together  with  the  Borrowers,   the
"Obligors"), the lenders party thereto from time to time  (the
"Lenders")   and   The   Chase   Manhattan   Bank    (National
Association), as administrative agent for the Lenders (in such
capacity,  the "Agent").  All capitalized terms used  but  not
defined  herein  have the respective meanings  given  to  such
terms in the Credit Agreement.



               This opinion is being furnished to you pursuant
to Section 6.01(a)(iii) of the Credit Agreement.



                For purposes of rendering this opinion, I have
examined originals or copies identified to my satisfaction  of
the following documents:



                     (a)  the Credit Agreement,
               including   the   Exhibits   and
               Schedules thereto;



                    (b)  the Fee Letter; and



                      (c)    the  articles   of
               association,     articles     of
               incorporation or certificate  of
               incorporation, as the  case  may
               be, and by-laws, each as amended
               to  the date hereof, of each  of
               the Obligors.



                The documents referred to in items (a) and (b)
above   are  sometimes  referred  to  herein  as  the  "Credit
Documents."



                In  addition,  I have made such inquiries  and
investigations  and  examined such corporate  records  of  the
Obligors as I have deemed necessary to render the opinions set
forth herein.



                As  used  herein, the phrase "to my knowledge"
refers  to  my  actual knowledge based on  my  review  of  the
documents  listed  above  and the information,  inquiries  and
investigations described herein and no others.



                For  purposes of this opinion, I have  assumed
(i)  the  due  authorization, execution and  delivery  of  the
Credit  Documents  by each of the Lenders and  the  Agent,  as
applicable; (ii) that each such Lender and the Agent have  the
legal power to act in the capacities in which they are to  act
under  the  Credit  Documents; (iii)  the  conformity  to  the
original  documents  of  any  documents  submitted  to  me  as
certified  or  photostatic copies, the  authenticity  of  such
documents  and  the  genuineness of  all  signatures  on  such
documents;  (iv)  that  each of the Credit  Documents  is  the
legal, valid and binding obligation of each of the Lenders and
the  Agent, as applicable, enforceable against each such party
in accordance with its terms; and (v) that each of the Lenders
and  the  Agent has performed and will perform its obligations
thereunder.



                Based  upon the foregoing, and subject to  the
qualifications,  limitations and assumptions  hereinafter  set
forth, I am of the opinion that:



                1.    Each  of  the Guarantor  and  PCC  is  a
corporation  validly existing and in good standing  under  the
laws  of the State of Delaware.  PCSI is a corporation validly
existing  and in good standing under the laws of the State  of
Utah.   Each of FDNB and PNB is a national banking association
validly  existing and in good standing under the laws  of  the
United States of America.



                2.    Each  of the Obligors has all  requisite
corporate   power  and  authority  to  own  and  operate   its
properties, to conduct its business in the manner in which  it
presently is conducted and to execute, deliver and perform its
obligations under each of the Credit Documents to which it  is
a party.



                3.   Each of the Credit Documents to which  an
Obligor  is a party has been duly authorized by all  necessary
corporate action on the part of such Obligor.



                4.   Neither the execution and delivery by any
Obligor of the Credit Documents to which it is a party nor the
performance  by  such  Obligor of its  obligations  thereunder
constitutes  or  will  result in a breach  of  such  Obligor's
charter or by-laws or, to my knowledge, any order of any court
or   governmental  authority  having  jurisdiction  over  such
Obligor  or constitutes a violation of any applicable  federal
law, law of the State of California or the General Corporation
Law  of  the  State  of Delaware.  Neither the  execution  and
delivery by any Obligor of the Credit Documents to which it is
a party nor the performance by such Obligor of its obligations
thereunder  will  conflict with, or  result  in  any  material
breach  of,  or constitute a default under, or result  in  the
creation or imposition of any lien upon any property or assets
of  such  Obligor  pursuant to, or  require  any  consent  not
obtained  under,  any  indenture,  mortgage,  deed  of  trust,
agreement or other instrument to which such Obligor is a party
or  by which it or any of its property or assets are bound  or
to  which it is subject, which conflict, breach or default, or
lien  created  or  imposed,  or the  failure  to  obtain  such
consent, would have a material adverse effect on the financial
condition  of  such Obligor and its Subsidiaries  taken  as  a
whole   or  the  ability  of  such  Obligor  to  perform   its
obligations under the Credit Documents to which it is a party.



                 5.     Except  as  disclosed  in  the  Credit
Agreement  or  in  any  Schedule or  Exhibit  thereto,  to  my
knowledge  there is pending or threatened no action,  suit  or
proceeding or governmental investigation, or any order,  writ,
injunction  or decree, against any Obligor before  or  by  any
court, arbitrator or governmental or administrative body  that
challenges the validity or enforceability of any of the Credit
Documents  or  the transactions contemplated thereby  or  that
restrains,  prevents  or imposes material  adverse  conditions
upon, or seeks to restrain, prevent or impose material adverse
conditions upon, any such transaction or in which there  is  a
reasonable  probability of an adverse  decision  against  such
Obligor  and which, if adversely determined, would  reasonably
be expected to have a material adverse effect on the financial
condition  of  such Obligor and its Subsidiaries  taken  as  a
whole   or  the  ability  of  such  Obligor  to  perform   its
obligations under the Credit Documents to which it is a party.



                6.    None  of  the Obligors is an "investment
company" or a person directly or indirectly controlled  by  an
"investment  company"  within the meaning  of  the  Investment
Company  Act of 1940, as amended.  None of the Obligors  is  a
"holding company", or an "affiliate" of a "holding company" or
a  "subsidiary  company" of a "holding  company",  within  the
meaning of the Public Utility Holding Company Act of 1935,  as
amended.



                7.    Neither the making of any Loans pursuant
to,  nor  application  of the proceeds thereof  in  accordance
with,  the  Credit Agreement will violate Regulation  U  or  X
promulgated  by the Board of Governors of the Federal  Reserve
System.



                The  foregoing  opinions are  subject  to  the
following qualifications, limitations and assumptions:



                A.    I render no opinion herein as to matters
involving the laws of any jurisdiction other than the State of
California,  the  General Corporation  Law  of  the  State  of
Delaware,  the  United States of America and, subject  to  the
limitations  set  forth  in paragraph B  below,  the  Business
Corporation Law of the State of Utah.  This opinion is limited
to the effect of the present state of such laws, as applied to
the  facts  on  which I have relied (as set forth  above),  in
existence on the date hereof.  I express no opinion as to  the
laws of any other time or jurisdiction or the applicability of
the  laws  of  any  particular  jurisdiction.   I  assume   no
obligation to revise or supplement this opinion in  the  event
of  future changes in such laws or the interpretations thereof
or such facts, and I assume no responsibility to advise you of
any such changes.



                B.    Insofar  as the opinions regarding  PCSI
expressed in paragraphs 1, 2 and 3 above involve the  laws  of
the State of Utah, I have relied, with your consent, solely on
the opinion of Van Cott, Bagley, Cornwall & McCarthy dated the
date  hereof, a copy of which is being concurrently  delivered
to you, and I have made no independent examination of the laws
of  such  jurisdiction.  In connection with the above opinions
regarding PCSI, I note that PCSI, which has an application for
deposit insurance pending before the Federal Deposit Insurance
Corporation,   is   not   currently  an   Insured   Depository
Institution, and that PCSI will not have authority  to  accept
insured deposits and conduct certain lending activities  until
such time as it becomes an Insured Depository Institution.



                C.   This opinion is delivered solely for your
benefit in connection with the Credit Agreement and may not be
relied upon by any person other than the Agent and the Lenders
(including any Lender becoming a party to the Credit Agreement
after  the  date hereof pursuant to the terms  of  the  Credit
Agreement)  or  by  the  Agent or the  Lenders  in  any  other
context,  nor may this opinion be used, circulated, published,
communicated or otherwise referred to or made available to any
other Person except that the Agent and the Lenders may provide
this  opinion  (i)  to  bank examiners  and  other  regulatory
authorities should they so request or in connection with their
normal  examinations,  (ii) to the  independent  auditors  and
attorneys  of  the  Agent and the Lenders, (iii)  pursuant  to
order  or  legal process of any court or governmental  agency,
(iv) in connection with any legal action to which the Agent or
any  Lender  is  a  party  arising  out  of  the  transactions
contemplated  by the Credit Agreement or (v) to any  permitted
prospective transferee (including any prospective Participant)
of  the  Loans or Commitments.  This opinion may not be quoted
without my prior written consent.







          Very truly yours,







          Mary Ellen Richey

          General Counsel

                           [TO COME]





                   [FORM OF SYNDICATED NOTE]

                        PROMISSORY NOTE



$_______________                        [__________ , 1995]
                                        New York, New York



          FOR  VALUE RECEIVED, [NAME OF BORROWER], [a national
banking association incorporated, organized and existing under
the  laws  of  the  United  States  of  America]  [a  Delaware
corporation  ]  [a Utah corporation] (the "Borrower"),  hereby
promises  to pay to the order of _____________ (the "Lender"),
for  the  account of its respective Applicable Lending Offices
provided for in the Credit Agreement referred to below, at the
principal   office  of  The  Chase  Manhattan  Bank  (National
Association)  at 1 Chase Manhattan Plaza, New York,  New  York
10081,  the  principal sum of                     Dollars  (or
such  lesser  amount  as  shall  equal  the  aggregate  unpaid
principal amount of the Syndicated Loans made by the Lender to
the  Borrower under the Credit Agreement), in lawful money  of
the  United  States  of  America and in immediately  available
funds,  on the dates and in the principal amounts provided  in
the  Credit  Agreement,  and to pay  interest  on  the  unpaid
principal amount of each such Syndicated Loan, at such office,
in like money and funds, for the period commencing on the date
of  such  Syndicated Loan until such Syndicated Loan shall  be
paid in full, at the rates per annum and on the dates provided
in the Credit Agreement.

          The  date, amount, Type, interest rate and  duration
of  Interest  Period (if applicable) of each  Syndicated  Loan
made  by the Lender to the Borrower, and each payment made  on
account  of  the principal thereof, shall be recorded  by  the
Lender  on its books and, prior to any transfer of this  Note,
endorsed by the Lender on the schedule attached hereto or  any
continuation   thereof,   each  of   which   recordations   or
endorsements  shall  constitute prima facie  evidence  of  the
matters  set forth therein; provided that the failure  of  the
Lender  to make any such recordation or endorsement shall  not
affect the obligations of the Borrower to make a payment  when
due  of  any  amount  owing  under  the  Credit  Agreement  or
hereunder  in  respect of the Syndicated  Loans  made  by  the
Lender.

          This Note is one of the promissory notes referred to
in  Section  13.06(d)  of  the  Amended  and  Restated  Credit
Agreement dated as of ______________ __, 1995 (as modified and
supplemented  and  in effect from time to  time,  the  "Credit
Agreement")  among  the  Borrower, the other  Borrowers  party
thereto,  Providian Bancorp, Inc., as Guarantor,  the  Lenders
named   therein   and  The  Chase  Manhattan  Bank   (National
Association),   as   Administrative   Agent,   and   evidences
Syndicated  Loans made by the Lender thereunder.   Terms  used
but  not  defined  in  this Note have the respective  meanings
assigned to them in the Credit Agreement.

          The  Credit  Agreement provides for the acceleration
of  the  maturity of this Note upon the occurrence of  certain
events  and  for  prepayments of  Loans  upon  the  terms  and
conditions specified therein.

          Except  as permitted by Section 13.06 of the  Credit
Agreement, this Note may not be assigned by the Lender to  any
other Person.

          The  Borrower  hereby waives diligence, presentment,
protest, demand and notice of every kind.

          This  Note  shall be governed by, and  construed  in
accordance with, the law of the State of New York.


                              [NAME OF BORROWER]



                              By_______________________
                                  Title:

                 SCHEDULE OF SYNDICATED LOANS



          This Note evidences Syndicated Loans made, Continued
or  Converted  under the within-described Credit Agreement  to
the  Borrower, on the dates, in the principal amounts, of  the
Types,  bearing  interest  at the rates  and  having  Interest
Periods  (if  applicable) of the durations  set  forth  below,
subject  to  the  payments,  Continuations,  Conversions   and
prepayments of principal set forth below:



                                             Amount
                                             Paid,
  Date                              Durati  Prepaid
  Made,    Princip                    on       ,     Unpaid
Continued    al     Type   Intere     of    Continu  Princip   Notatio
   or      Amount    of      st     Intere     ed    al        n
Converted    of     Loan    Rate      st       or    Amount    Made by
            Loan                    Period  Convert
                                               ed



































             [FORM OF COMPETITIVE BID OPTION NOTE]

                        PROMISSORY NOTE



                                        [_____________, 1995]
                                        New York, New York



          FOR  VALUE RECEIVED, [NAME OF BORROWER], [a national
banking association incorporated, organized and existing under
the  laws  of  the  United  States  of  America]  [a  Delaware
corporation]  [a  Utah corporation] (the  "Borrower"),  hereby
promises  to pay to the order of_____________ (the  "Lender"),
for  the  account of its respective Applicable Lending Offices
provided for in the Credit Agreement referred to below, at the
principal   office  of  The  Chase  Manhattan  Bank  (National
Association)  at 1 Chase Manhattan Plaza, New York,  New  York
10081,   the   aggregate  unpaid  principal  amount   of   the
Competitive  Bid  Option  Loans made  by  the  Lender  to  the
Borrower  under the Credit Agreement, in lawful money  of  the
United  States of America and in immediately available  funds,
on  the  dates  and in the principal amounts provided  in  the
Credit  Agreement, and to pay interest on the unpaid principal
amount  of  each  such Competitive Bid Option  Loan,  at  such
office, in like money and funds, for the period commencing  on
the  date  of  such  Competitive Bid Option  Loan  until  such
Competitive  Bid  Option Loan shall be paid in  full,  at  the
rates  per  annum  and on the dates provided  in  the   Credit
Agreement.

          The  date, amount, Type, interest rate and  maturity
date of each Competitive Bid Option Loan made by the Lender to
the  Borrower,  and  each  payment  made  on  account  of  the
principal  thereof, shall be recorded by  the  Lender  on  its
books and, prior to any transfer of this Note, endorsed by the
Lender  on  the  schedule attached hereto or any  continuation
thereof,  each  of  which recordations or  endorsements  shall
constitute  prima  facie evidence of  the  matters  set  forth
therein;  provided that the failure of the Lender to make  any
such   recordation  or  endorsement  shall  not   affect   the
obligations of the Borrower to make a payment when due of  any
amount  owing  under  the  Credit Agreement  or  hereunder  in
respect  of  the  Competitive Bid Option  Loans  made  by  the
Lender.

          This Note is one of the promissory notes referred to
in  Section  13.06(d)  of  the  Amended  and  Restated  Credit
Agreement  dated as of __, 1995 (as modified and  supplemented
and in effect from time to time, the "Credit Agreement") among
the  Borrower,  the  other Borrowers party thereto,  Providian
Bancorp,  Inc.,  as  Guarantor,  the  Lenders  named   therein
(including the Lender) and The Chase Manhattan Bank  (National
Association),   as   Administrative   Agent,   and   evidences
Competitive  Bid  Option Loans made by the Lender  thereunder.
Terms  used  but not defined in this Note have the  respective
meanings assigned to them in the Credit Agreement.

          The  Credit  Agreement provides for the acceleration
of  the  maturity of this Note upon the occurrence of  certain
events  and  for  prepayments of  Loans  upon  the  terms  and
conditions specified therein.

          Except  as permitted by Section 13.06 of the  Credit
Agreement, this Note may not be assigned by the Lender to  any
other Person.

          The  Borrower  hereby waives diligence, presentment,
protest, demand and notice of every kind.

          This  Note  shall be governed by, and  construed  in
accordance with, the law of the State of New York.

                              [NAME OF BORROWER]


                              By_______________________
                                   Title:

                       SCHEDULE OF LOANS



          This  Note  evidences Competitive Bid  Option  Loans
made  under  the  within-described  Credit  Agreement  to  the
Borrower,  on  the  dates, in the principal  amounts,  of  the
Types, bearing interest at the rates and maturing on the dates
set  forth  below, subject to the payments and prepayments  of
principal set forth below:



           Princip                  Maturi   Amount  Unpaid
 Date of     al     Type   Intere     ty    Paid or  Princip   Notatio
  Loan     Amount    of      st      Date   Prepaid  al        n
             of     Loan    Rate      of             Amount    Made by
            Loan                     Loan













                  ADDITIONAL LENDER ADDENDUM



          ADDENDUM,   dated  _____________________,   to   the
Amended   and   Restated   Credit  Agreement   dated   as   of
____________, 1995 (as amended or modified from time to  time,
the  "Credit Agreement") among FIRST DEPOSIT NATIONAL BANK,  a
national  banking  association  incorporated,  organized   and
existing  under  the  laws  of the United  States  of  America
("FDNB"),   PROVIDIAN  NATIONAL  BANK,  a   national   banking
association  incorporated, organized and  existing  under  the
laws of the United States of America ("PNB"), PROVIDIAN CREDIT
CORPORATION,  a corporation organized and existing  under  the
laws  of  the  State  of  Delaware ("PCC"),  PROVIDIAN  CREDIT
SERVICES, INC., a corporation organized and existing under the
laws of the State of Utah ("PCSI"; together with FDNB, PNB and
PCC,  the "Borrowers"); PROVIDIAN BANCORP, INC., a corporation
organized and existing under the laws of the State of Delaware
(the   "Guarantor";   together   with   the   Borrowers,   the
"Obligors");  the banks and financial institutions  listed  on
the  signature  pages thereof under the caption  "LENDERS"  or
which,  pursuant  to Section 2.12, 2.13 or  13.06(b)  thereof,
shall  become a "Lender" thereunder (individually, a  "Lender"
and,  collectively,  the "Lenders"); and THE  CHASE  MANHATTAN
BANK  (NATIONAL ASSOCIATION), a national banking  association,
as  administrative  agent for the Company (in  such  capacity,
together   with   any   successor   appointed   pursuant    to
Section 12.08 thereof, the "Agent").

                     W I T N E S S E T H :

          WHEREAS,  the  Credit  Agreement  provides  that   a
financial  institution;  although  not  originally   a   party
thereto,  may become a party to the Credit Agreement with  the
consent  of the Borrowers by executing and delivering  to  the
Obligors and the Agent an addendum to the Credit Agreement  in
substantially the form of this Addendum; and

          WHEREAS,  the undersigned was not an original  party
to  the  Credit  Agreement but now desires to become  a  party
thereto;

          NOW,  THEREFORE,  the undersigned hereby  agrees  as
follows:

                1.    The undersigned (i) confirms that it has
received a copy of the Credit Agreement, together with  copies
of  the  financial  statements referred  to  in  Section  7.01
thereof or the financial statements most recently delivered by
the  Borrowers  and  the Guarantor pursuant  to  Section  8.01
thereof  and such other documents and information  as  it  has
deemed  appropriate  to  make  its  own  credit  analysis  and
decision  to  become  a  Lender; (ii)  agrees  that  it  will,
independently and without reliance upon the Agent or any other
Lender and based on such documents and information as it shall
deem  appropriate at the time, continue to make its own credit
decisions  in  taking or not taking action  under  the  Credit
Documents;  (iii) appoints and authorizes the  Agent  to  take
such action as agent on its behalf and to exercise such powers
under  the Credit Documents as are delegated to the  Agent  by
the terms thereof, together with such powers as are reasonably
incidental  thereto; (iv) agrees to be bound by the provisions
of  the  Credit Agreement and agrees that it will  perform  in
accordance  with their terms all of the obligations  which  by
the terms of the Credit Documents are required to be performed
by  it  as  a Lender; (v) specifies as its Applicable  Lending
Offices  (and  address for notices) the  office(s)  set  forth
beneath  its name on the signature page hereof; (vi)  attaches
the  forms prescribed by the Internal Revenue Service  of  the
United  States certifying as to the status of the  undersigned
for  purposes  of  determining exemption  from  United  States
withholding taxes with respect to all payments to be  made  to
it  under the Credit Documents or such other documents as  are
necessary  to indicate that all such payments are  subject  to
such rates at a rate reduced by an applicable tax treaty;  and
(vii)  and  agrees that it shall on the date this Addendum  is
accepted  by the Borrowers and the Agent become a  Lender  for
all purposes of the Credit Agreement to the same extent as  if
originally a party thereto.

               2.    The  amount  of  the  Commitment  of  the
     undersigned shall be
                    .

               3.    Terms defined in the Credit Agreement and
     not  otherwise defined herein are used herein as  therein
     defined.

          IN  WITNESS WHEREOF, the undersigned has caused this
Addendum  to  be  executed and delivered by a duly  authorized
officer on the date first above written

                              [NAME OF LENDER]

                              By:
                              _____________________________
                                                         Name:
                              [Printed]____________________

                              _____________________________



                              Lending  Office  for  Base  Rate
                              Loans:

                                   Lending  Office  for  Loans
                                     other   than  Base   Rate
                                     Loans:

                                   Address for Notices:
                                   Attention:

                                   Telex No.:

                                   Telecopier No.:

                                   Telephone No.:


Accepted this ___ day of
____________, 199__.


THE CHASE MANHATTAN BANK
(National Association), as Administrative Agent


By:
  Title:


Accepted this ___ day of
____________, 199__.


PROVIDIAN BANCORP, INC.
As Guarantor


By:
  Title:


Accepted this ___ day of
____________, 199__.


FIRST DEPOSIT NATIONAL BANK


By:
  Title:


Accepted this ___ day of
____________, 199__.


PROVIDIAN NATIONAL BANK


By:


  Title:


Accepted this ___ day of
____________, 199__.


PROVIDIAN CREDIT CORPORATION


By:
  Title:


Accepted this ___ day of
____________, 199__.


PROVIDIAN CREDIT SERVICES, INC.


By:
  Title:



                 INCREASED COMMITMENT ADDENDUM



          ADDENDUM,   dated  _____________________,   to   the
Amended   and   Restated   Credit  Agreement   dated   as   of
____________, 1995 (as amended or modified form time to  time,
the  "Credit Agreement") among FIRST DEPOSIT NATIONAL BANK,  a
national  banking  association  incorporated,  organized   and
existing  under  the  laws  of the United  States  of  America
("FDNB"),   PROVIDIAN  NATIONAL  BANK,  a   national   banking
association  incorporated, organized and  existing  under  the
laws of the United States of America ("PNB"), PROVIDIAN CREDIT
CORPORATION,  a corporation organized and existing  under  the
laws  of  the  State  of  Delaware ("PCC"),  PROVIDIAN  CREDIT
SERVICES, INC., a corporation organized and existing under the
laws of the State of Utah ("PCSI"; together with FDNB, PNB and
PCC,  the "Borrowers"); PROVIDIAN BANCORP, INC., a corporation
organized and existing under the laws of the State of Delaware
(the   "Guarantor";   together   with   the   Borrowers,   the
"Obligors");  the banks and financial institutions  listed  on
the  signature  pages thereof under the caption  "LENDERS"  or
which,  pursuant  to Section 2.12, 2.13 or  13.06(b)  thereof,
shall  become a "Lender" thereunder (individually, a  "Lender"
and,  collectively,  the "Lenders"); and THE  CHASE  MANHATTAN
BANK  (NATIONAL ASSOCIATION), a national banking  association,
as  administrative  agent for the Company (in  such  capacity,
together   with   any   successor   appointed   pursuant    to
Section 12.08 thereof, the "Agent").

                     W I T N E S S E T H :

          WHEREAS,   the   Credit   Agreement   provides    in
subsection  2.14 thereof that any Lender with the  consent  of
the  Borrowers  may increase the amount of its  Commitment  by
executing  and  delivering to the Obligors and  the  Agent  an
addendum to the Credit Agreement in substantially the form  of
this Addendum; and

          WHEREAS, the undersigned now desires to increase the
amount of its Commitment under the Credit Agreement;

          NOW,  THEREFORE,  the undersigned hereby  agrees  as
follows:

               1.    The  undersigned agrees, subject  to  the
     terms  and  conditions of the Credit Agreement,  that  it
     shall  on  the  date  this Addendum is  accepted  by  the
     Obligors  and  the  Agent have its  Commitment  increased
     $____________,   thereby  making  the   amount   of   its
     Commitment $_______________.

               2.    Terms defined in the Credit Agreement and
     not  otherwise defined herein are used herein as  therein
     defined.

          IN  WITNESS WHEREOF, the undersigned has caused this
Addendum  to  be  executed and delivered by a duly  authorized
officer on the date first above written

                              [NAME OF LENDER]

                              By:
                                   Title:


Accepted this ___ day of
____________, 199__.


THE CHASE MANHATTAN BANK
(National Association), as Administrative Agent


By:
  Title:





Accepted this ___ day of
____________, 199_.


PROVIDIAN BANCORP, INC.,
as Guarantor


By:
  Title:





Accepted this ___ day of
____________, 199_.


FIRST DEPOSIT NATIONAL BANK


By:
  Title:





Accepted this ___ day of
____________, 199_.


PROVIDIAN NATIONAL BANK


By:
  Title:





Accepted this ___ day of
____________, 199_.


PROVIDIAN CREDIT CORPORATION


By:
  Title:





Accepted this ___ day of
____________, 199_.


PROVIDIAN CREDIT SERVICES, INC.


By:
  Title:

NA952610.068/6+






                October 10, 1995













(212) 351-3951                                           C 14073-00164


To:  The Chase Manhattan Bank (National Association),
     as Administrative Agent, and the Lenders party to the
     Credit Agreement (as hereinafter defined)

Ladies and Gentlemen:

          We  have  acted  as  special counsel  to  The  Chase
Manhattan Bank (National Association) as Agent and the Lenders
(as  hereinafter defined) in connection with the  Amended  and
Restated  Credit Agreement dated as of October 10,  1995  (the
"Credit  Agreement") among (i) First Deposit National Bank,  a
national  banking  association  incorporated,  organized   and
existing  under  the  laws  of the United  States  of  America
("FDNB"),   Providian  National  Bank,  a   national   banking
association incorporated, organized   and existing  under  the
laws of the United States of America ("PNB"), Providian Credit
Corporation,  a corporation organized and existing  under  the
laws  of  the  State  of  Delaware ("PCC"),  Providian  Credit
Services, Inc., a corporation organized and existing under the
laws of the State of Utah ("PCSI; together with FDNB, PNB  and
PCC,  the  "Borrowers"), (ii) Providian Bancorp, a corporation
organized  existing under the laws of the  State  of  Delaware
(the   "Guarantor";   together   with   the   Borrowers,   the
"Obligors"), (iii) the lenders party thereto from time to time
(the  "Lenders") and (iv) The Chase Manhattan  Bank  (National
Association)  as  administrative agent for  Lenders  (in  such
capacity,  the " Agent").  This opinion is being  rendered  to
you  pursuant to Section 6.01(a)(iv) of the Credit  Agreement.
All  capitalized  terms used but not defined herein  have  the
respective  meanings  given  to  such  terms  in  the   Credit
Agreement.

          In  rendering  this  opinion, we  have  examined  an
executed copy of each of the Credit Documents.

          We  have,  with  your permission,  assumed,  without
independent investigation or inquiry with respect to any  such
matter, that:

          (a)    each   of  the  Obligors  is  a  corporation,
partnership  or  other  entity validly existing  and  in  good
standing   under   the  laws  of  the  jurisdiction   of   its
organization, with all requisite corporate or other power  and
authority  to  execute,  deliver and perform  its  obligations
under  each  Credit  Document to which  it  is  a  party;  the
execution  and delivery of each such Credit Document  by  each
such  Obligor, and the performance of the obligations of  each
such  Obligor,  have  been duly authorized  by  all  necessary
corporate  action on the part of each such Obligor;  and  each
such  Credit Document has been duly executed and delivered  by
or  on  behalf of each such Obligor or by a person or  persons
thereunto duly authorized;

          (b)   to  the  extent  that the obligations  of  the
Obligors may be dependent upon such matters, each of the Agent
and   the  Lenders  has  all  requisite  corporate  power  and
authority  to  execute,  deliver and  perform  its  respective
obligations under each Credit Document to which it is a party;
the  execution and delivery of each such Credit  Document  and
performance  of such obligations have been duly authorized  by
all  necessary corporate action on the part of the  Agent  and
the  Lenders; each such Credit Document has been duly executed
and  delivered  by or on behalf of each of the Agent  and  the
Lenders;  and each such Credit Document is a legal, valid  and
binding  obligation  of  each of the Agent  and  the  Lenders,
enforceable  against  each of them  its  accordance  with  its
terms;

          (c)   the documents submitted to us as originals are
authentic  and the documents submitted to us as  certified  or
reproduction copies conform to the originals; and

          (d)   there  are  no  agreements  or  understandings
between or among the Agent, the Lenders, the Obligors or third
parties  that  would  expand, modify or otherwise  affect  the
terms  of  the  Credit Documents or the respective  rights  or
obligations  of  the  parties  thereunder,  and   the   Credit
Documents correctly and completely set forth the intent of all
parties thereto.

          Based   upon  the  foregoing  and  subject  to   the
qualifications, limitations and assumptions set  forth  below,
we  are  of  the opinion that each of the Credit Documents  to
which  an  Obligor is party constitutes the legal,  valid  and
binding  obligation of such Obligor, enforceable against  each
such Obligor in accordance with its terms.

          The  foregoing  opinion is subject to the  following
qualifications, limitations and assumptions:

          A.    We  render  no opinion herein  as  to  matters
involving the laws of any jurisdiction other than the State of
New  York  and the United States of America.  This opinion  is
limited to the effect of the present state of the laws of  the
State of New York and of the United States of America and  the
facts  as  they  presently exist.  We assume no obligation  to
revise  or  supplement this opinion in  the  event  of  future
changes  in such laws or the interpretations thereof  or  such
facts.

          B.    Our opinions are subject to (i) the effect  of
bankruptcy, insolvency reorganization, moratorium, arrangement
or  other  similar  laws affecting enforcement  of  creditors'
rights generally (including, without limitation, the effect of
statutory  or  other  laws regarding fraudulent  transfers  or
conveyances  or preferential transfers); (ii) the  application
of  general principles of equity, whether considered in a case
or   proceeding  at  law  or  in  equity,  including,  without
limitation,  concepts  of  materiality,  reasonableness,  good
faith  and  fair  dealing and the possible  unavailability  of
specific performance or other equitable relief (whether sought
in   a  proceeding  at  law  or  in  equity);  and  (iii)  the
qualification  that indemnification provisions in  the  Credit
Documents  may  be  unenforceable  to  the  extent  that  such
indemnification relates to claims made under  any  federal  or
state  securities  laws  or  is otherwise  limited  by  public
policy.

          C.    We  express  no  opinion as to  the  legality,
validity,  binding effect or enforceability (whether according
to  its  terms  or  otherwise) of:  (i) any provision  of  any
Credit Document to the effect that rights or remedies are  not
exclusive, that every right or remedy is cumulative and may be
exercised in addition to any other right or remedy,  that  the
election  of some particular remedy does not preclude recourse
to  one or more other remedies or that failure to exercise  or
delay in exercising rights or remedies will not operate  as  a
waiver  of  any such right or remedy; (ii) any waiver  or  any
consent  relating  to  the rights of the  Obligors  under  any
Credit  Document  or  applicable law or duties  owing  to  the
Obligors  existing  as  a matter of law  to  the  extent  such
waivers or consents are found by a court to be against  public
policy   or  are  ineffective  pursuant  to  applicable   law;
(iii)  any waiver or consent contained in any Credit  Document
relating  to such rights or duties that is broadly or  vaguely
stated  or  unknown future rights; (iv) any provision  of  any
Credit  Document requiring written amendments  or  waivers  of
such  documents  insofar as it suggests  that  oral  or  other
modifications, amendments or waivers could not effectively  be
agreed  upon by the parties or that the doctrine of promissory
estoppel  might  not apply; (v) Section 10.02  of  the  Credit
Agreement;  (vi) any provision in any Credit Document  waiving
the   right  to  object  to  venue  or  with  respect  to  the
jurisdiction  of  the  United States District  Court  for  the
Southern  District of New York; and (vii) the  effect  of  the
laws  of any jurisdiction in which any Bank is located  (other
than  New York) that limit the interest, fees or other charges
such Bank may impose.

          This  opinion  is  rendered to  the  Agent  and  the
Lenders in connection with the Credit Agreement and may not be
relied upon by any person other than the Agent and the Lenders
(including any Lender becoming a party to the Credit Agreement
after  the  date hereof pursuant to the terms  of  the  Credit
Agreement)  or  by  the  Agent or the  Lenders  in  any  other
context, nor may any copies of this opinion be provided to any
other Person except that the Agent and the Lenders may provide
this  opinion  (i)  to  bank examiners  and  other  regulatory
authorities should they so request or in connection with their
normal  examinations,  (ii) to the  independent  auditors  and
attorneys  of  the  Agent and the Lenders, (iii)  pursuant  to
order  or  legal process of any court or governmental  agency,
(iv) in connection with any legal action to which the Agent or
any  Lender  is  a  party  arising  out  of  the  transactions
contemplated                      by                       the

Credit   Agreement   or  (v)  to  any  permitted   prospective
transferee of the Loans or Commitments.  This opinion may  not
be quoted without the prior written consent of this Firm.

                              Very truly yours,



                              GIBSON, DUNN & CRUTCHER

NA952780.181/7+


_______________________________

  1     If  the  Assignee is organized under  the  laws  of  a
  jurisdiction outside the United States.

  2     This  date  should  be no earlier  than  the  date  of
  acceptance  by the Agent, and the Guarantor (to  the  extent
  required by the Credit Agreement).

  3     Acceptance required only to the extent provided in the
  Credit Agreement.

*       All numbered footnotes appear on the last page of this
  Exhibit.

*       All numbered footnotes appear on the last page of this
  Exhibit.

*      Insert if Set Rate Loans with an Interest Period of 270
  days or more are accepted.

  4     To  be used if different Interest Periods are selected
  with  respect  to  different borrowings of Eurodollar  Loans
  included in the Proposed Borrowing.

  5    To be expanded to "Borrowing 3" etc., if necessary.

  6     To be included for a Proposed Borrowing comprised,  in
  whole or in part, of Eurodollar Loans.

  7     To  be used if the Proposed Borrowing is comprised  of
  more  than  one borrowing of Eurodollar Loans and  different
  Interest  Periods  are  selected with respect  to  different
  borrowings of Eurodollar Loans.