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[NYCORP:57841.10--5865-008]
                                              CONFORMED COPY










            REVOLVING CREDIT FACILITY AGREEMENT



                           among



                   PROVIDIAN CORPORATION,



                       CREDIT SUISSE,
                        as Arranger
                and as Administrative Agent,



                    ABN-AMRO BANK N.V.,
                      as Lead Manager,


                             and


           the Banks listed in Section 2.01 hereof








                dated as of August 17, 1995



                     TABLE OF CONTENTS


                                                        Page

I.     DEFINITIONS                                           1


II.    LOANS                                                 19

         SECTION 2.01.         Commitments                     19
         SECTION 2.02.         Competitive Bid Procedure       22
         SECTION 2.03.         Six-Month Review                25
         SECTION 2.04.         Standby Borrowing Procedure     25
         SECTION 2.05.         Evidence of Debt                26
         SECTION 2.06.         Refinancings                    28
         SECTION 2.07.         Fees                            29
         SECTION 2.08.         Arrangement Fees                29
         SECTION 2.09.         Termination and Reduction of    29
Commitments
         SECTION 2.10.         Continuation and Conversion of  30
Standby Loans
             SECTION 2.11.         Competitive Loans               31
             SECTION 2.12.         Interest on Competitive Loans   32
             SECTION 2.13.         Standby Loans                   33
             SECTION 2.14.         Interest on Standby Loans       34
             SECTION 2.15.         Interest on Overdue Amounts
                                         35
             SECTION 2.16.         Alternate Rate of Interest
                                         35
             SECTION 2.17.         Prepayment of Loans             36
             SECTION 2.18.         Reserve Requirements; Change in
Circumstances
                                                     37
      SECTION 2.19.         Change in Legality              40
      SECTION 2.20.         Indemnity                       41
      SECTION 2.21.         Pro Rata Treatment              42
      SECTION 2.22.         Sharing of Setoffs              42
      SECTION 2.23.         Tax Forms                       43


III.   REPRESENTATIONS AND WARRANTIES                        44

           SECTION 3.01.         Corporate Existence             44
           SECTION 3.02.         Subsidiaries                    45
           SECTION 3.03.         Authorization                   45
           SECTION 3.04.         Governmental Approval           46
           SECTION 3.05.         Enforceability                  46
           SECTION 3.06.         Financial Statements            46
           SECTION 3.07.         Litigation; Compliance with     47
Laws
         SECTION 3.08.         Federal Reserve Regulations     47
         SECTION 3.09.         Taxes                           48
         SECTION 3.10.         Employee Benefit Plans          48
         SECTION 3.11.         Agreements                      48
         SECTION 3.12.         Title to Properties; Possession 49
Under Lease
          SECTION 3.13.         Environmental Matters           49
          SECTION 3.14.         No Material Misstatements       50
          SECTION 3.15.         Investment Company Act; Public  51
Utility Holding Company Act


IV.    CONDITIONS OF LENDING                                 51

        SECTION 4.01.         All Borrowings                  51
        SECTION 4.02.         First Borrowing                 52


V.     COVENANTS                                             53

       SECTION 5.01.         Financial and Other Information 53
       SECTION 5.02.         Litigation and Other Notices    56
       SECTION 5.03.         Corporate Existence, etc        56
       SECTION 5.04.         Regulation U                    57
       SECTION 5.05.         Senior Funded Indebtedness      57
       SECTION 5.06.         Statutory Surplus               57
       SECTION 5.07.         Ownership of Restricted         58
Subsidiaries
      SECTION 5.08.         Merger, Acquisition and Sale of 58
Assets
     SECTION 5.09.         Liens                           59
     SECTION 5.10.         Subsidiaries                    59
     SECTION 5.11.         Pari Passu                      60
     SECTION 5.12.         Compliance with Environmental   60
Laws
    SECTION 5.13.         Preparation of Environmental    60
Reports


VI.    EVENTS OF DEFAULT                                     60


VII.   THE ADMINISTRATIVE AGENT                              63


VIII.  MISCELLANEOUS                                         66

     SECTION 8.01.         Notices                         66
     SECTION 8.02.         No Waivers; Amendments          67
     SECTION 8.03.         Payments on Business Days       68
     SECTION 8.04.         Governing Law                   68
     SECTION 8.05.         Expenses; Documentary Taxes     68
     SECTION 8.06.         Survival of Agreement,          69
Representations and Warranties, etc
      SECTION 8.07.         Participations                  69
      SECTION 8.08.         Successors and Assigns          70
      SECTION 8.09.         Right of Setoff                 71
      SECTION 8.10.         Severability                    71
      SECTION 8.11.         Confidentiality                 72
      SECTION 8.12.         Cover Page, Table of Contents   72
and Section Headings
      SECTION 8.13.         Counterparts                    72
      SECTION 8.14.         Entire Agreement                73


Exhibits

Exhibit A-1   Form of Competitive Bid Request
Exhibit A-2   Form of Standby Borrowing Request
Exhibit B     Form of Competitive Bid
Exhibit C     Form of Opinion of Stites & Harbison
Exhibit D     Form of Note
Exhibit E     Form of Opinion of Cravath, Swaine & Moore

Schedule 1    List of All Subsidiaries
Schedule 2    List of Credit Agreements and Liens


                              REVOLVING CREDIT FACILITY
               AGREEMENT dated as of August 17, 1995, among
               PROVIDIAN CORPORATION, a Delaware corporation
               (the "Company"), CREDIT SUISSE, as arranger
               (in such capacity, the "Arranger") and as
               administrative agent (in such capacity, the
               "Administrative Agent") for the banks listed
               in Section 2.01 (the "Banks"), ABN AMRO BANK
               N.V., as Lead Manager, and the Banks.


          The Company has requested the Banks to extend
credit to the Company in order to enable it to borrow on a
standby revolving credit basis on and after the Effective
Date (as herein defined), and at any time and from time to
time prior to the Maturity Date (as herein defined), a
principal amount not in excess of $450,000,000 at any time
outstanding.  The Company has also requested the Banks to
provide a procedure pursuant to which each Bank may bid on
borrowings by the Company scheduled to mature on or prior to
the Maturity Date on an uncommitted basis.  The proceeds of
such borrowings are to be used for general corporate
purposes, including, without limitation, working capital
requirements, liquidity and the repayment of maturing
commercial paper and other indebtedness of the Company.  The
Banks are willing to extend such credit to the Company on
the terms and conditions herein set forth.  Accordingly, the
Company and the Banks agree as follows:


I.   DEFINITIONS

          As used in this Agreement, the following terms
shall have the meanings specified below:

          "Adjusted CD Rate" shall mean, with respect to any
CD Loan for any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the next 1/100 of 1%)
equal to the sum of (a) a rate per annum equal to the
product of (i) the Fixed CD Rate in effect for such Interest
Period and (ii) Statutory Reserves, plus (b) the Assessment
Rate.  For purposes hereof, the term "Fixed CD Rate" shall
mean the arithmetic average (rounded upwards, if necessary,
to the next 1/100 of 1%) of the Quoted CD Rates of the
Reference Banks.  For purposes hereof, the term "Quoted CD
Rates" shall mean, as to each Reference Bank, the arithmetic
average (rounded upwards, if necessary, to the next 1/100 of
1%) of the prevailing rates per annum bid at or about

                                                       2





10:00 a.m., New York City time, to such Reference Bank on
the first Business Day of the Interest Period applicable to
such CD Loan by three New York City negotiable certificate
of deposit dealers of recognized standing for the purchase
at face value of negotiable certificates of deposit of such
Reference Bank with a maturity comparable to such Interest
Period.

          "Affiliate" shall mean, as to any person, any
other person which directly or indirectly controls, or is
under common control with, or is controlled by, such person.

          "Aggregate Commitment" shall mean the aggregate of
the Commitments of all the Banks hereunder.

          "Alternate Base Loan" shall mean any Loan with
respect to which the Company shall have selected an interest
rate based on the Alternate Base Rate in accordance with the
provisions of Article II.

          "Alternate Base Rate" shall mean, for any day, a
fluctuating rate per annum equal to the greater of (a) the
base commercial lending rate announced from time to time by
the bank that is the Administrative Agent and (b) the rate
quoted by the bank that is the Administrative Agent at
approximately 11:00 a.m., New York City time, to dealers in
the New York Federal funds market for the overnight offering
of dollars by the bank that is the Administrative Agent for
deposit, plus .5%.  For purposes of this Agreement, any
change in the Alternate Base Rate due to a change in the
rates in (a) or (b) above shall be effective on the date
such change in the applicable rate is announced.  If for any
reason the Administrative Agent shall have determined (which
determination shall be conclusive absent manifest error)
that it is unable to ascertain the rate in (b) above for any
reason, including, without limitation, the inability of the
Administrative Agent to obtain sufficient bids in accordance
with the terms thereof, the Alternate Base Rate shall be the
rate in (a) above until the circumstances giving rise to
such inability no longer exist.  The Administrative Agent
shall notify the Company of such occurrence within a reason
able time.

          "Applicable Fee Percentage" shall mean on any date
the applicable percentage set forth below based upon the
Ratings:

                                               Applicable
                                             Fee Percentage

                                                Facility
                                                   Fee
     Category 1
                                                  .10%
     A+ or higher by S&P;
     A1 or higher by Moody's;
     A+ or higher by Duff & Phelps

     Category 2                                   .125%

     Below A+ but at least A- by S&P;
     Below A1 but at least A3 by Moody's;
     Below A+ but at least A- by Duff & Phelps

     Category 3                                   .20%

     Below A- by S&P;
     Below A3 by Moody's;
     Below A- by Duff & Phelps

For purposes of the foregoing, (i) if the Ratings estab
lished by Moody's, S&P and Duff & Phelps shall fall within
different categories, all such Ratings shall be deemed to
fall in the category in which the largest number of such
Ratings shall fall (or, if there shall be no such category,
in Category 2) and (ii) if any rating established by
Moody's, S&P or Duff & Phelps shall be changed (other than
as a result of a change in the rating system of Moody's, S&P
or Duff & Phelps) such change shall be effective as of the
date on which it is first announced by the applicable rating
agency.  Each change in the Applicable Fee Percentage shall
apply during the period commencing on the effective date of
such change and ending on the date immediately preceding the
effective date of the next such change.  If the rating
system of Moody's, S&P or Duff & Phelps shall change, if any
such rating agency shall cease to be in the business of
rating corporate debt obligations, or if any such rating
agency shall not have a Rating in effect, the Company and
the Banks shall negotiate in good faith to amend the
references to specific ratings in this definition to reflect
such changed rating system or the non-availability of
ratings from such rating agency.

          "Applicable Margin" shall mean on any date, with
respect to the Loans comprising any Standby Borrowing of
Eurodollar Loans or CD Loans, as the case may be, the
applicable spread set forth below based on the Ratings:

                                    Applicable Margin

                              Eurodollar
                              Loan Spread   CD Loan Spread

Category 1                       .25%            .375%

A+ or higher by S&P;
A1 or higher by Moody's;
A+ or higher by Duff & Phelps

Category 2                       .275%           .400%

Below A+ but at least A- by S&P;
Below A1 but at least A3 by
  Moody's;
Below A+ but at least A- by
  Duff & Phelps

Category 3                       .35%            .475%

Below A- by S&P;
Below A3 by Moody's;
Below A- by Duff & Phelps

For purposes of the foregoing, (i) if the Ratings estab
lished by Moody's, S&P and Duff & Phelps shall fall within
different categories, all such Ratings shall be deemed to
fall in the category in which the largest number of Ratings
shall fall (or, if there shall be no such category, in
Category 2) and (ii) if any rating established by Moody's,
S&P or Duff & Phelps shall be changed (other than as a
result of a change in the rating system of Moody's, S&P or
Duff & Phelps) such change shall be effective as of the date
on which it is first announced by the applicable rating
agency.  Each change in the Applicable Margin shall apply
during the period commencing on the effective date of such
change and ending on the date immediately preceding the
effective date of the next such change.  If the rating
system of Moody's, S&P or Duff & Phelps shall change, if any
such rating agency shall cease to be in the business of
rating corporate debt obligations, or if any such rating
agency shall not have a Rating in effect, the Company and
the Banks shall negotiate in good faith to amend the
references to specific ratings in this definition to reflect
such changed rating system or the non-availability of
ratings from such rating agency.

          "Arrangement Fees" shall have the meaning given
such term in Section 2.08.

          "Assessment Rate" shall mean for any date the
arithmetic average of the then current net annual assessment
rates (rounded upwards, if necessary, to the next 1/100 of
1%) that will be employed in determining amounts payable by
the Reference Banks to the Federal Deposit Insurance
Corporation (or any successor).

          "Asset Valuation Reserve" shall mean the amount
shown as such in the applicable statutory financial
statements of each Designated Insurance Subsidiary.

          "Board" shall mean the Board of Governors of the
Federal Reserve System of the United States.

          "Borrowing" shall mean a Competitive Borrowing or
a Standby Borrowing.

          "Business Day" shall mean any day not a Saturday,
Sunday or legal holiday in the State of New York on which
banks and the Federal Reserve Bank of New York are open for
business in New York City; provided, however, that when used
in connection with a Eurodollar Loan the term "Business Day"
shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London Interbank Market.

          "Capital Lease Obligation" shall mean, as to any
person, the obligations of such person to pay rent or other
amounts under a lease of (or other agreement conveying the
right to use) real and/or personal property which obliga
tions are required to be classified and accounted for as a
capital lease on a balance sheet of such person under
generally accepted accounting principles and, for purposes
of this Agreement, the amount of such obligations shall be
the capitalized amount thereof, determined in accordance
with generally accepted accounting principles.

          "CD Loan" shall mean any Loan bearing interest at
a rate determined by reference to the Adjusted CD Rate in
accordance with the provisions of Article II.

          A "Change in Control" shall be deemed to have
occurred if (a) any person or group (within the meaning of
Rule 13d-5 of the SEC as in effect on the date hereof) shall
become the owner directly or indirectly, beneficially or of
record, of shares representing more than 50% of the aggre
gate ordinary voting power represented by the issued and
outstanding capital stock of the Company in a transaction
(or series of transactions) not approved prior to its
consummation by the board of directors of the Company or
(b) a majority of the seats (other than vacant seats) on the
board of directors of the Company shall at any time have
been occupied by persons who were neither (i) nominated by
the management of the Company, nor (ii) appointed by direc
tors so nominated.

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

          "Closing Date" shall mean the date of the first
Borrowing hereunder.

          "Commitment" shall mean, with respect to each
Bank, the Commitment of such Bank hereunder as set forth in
Section 2.01, as the same may be reduced from time to time
pursuant to Section 2.09.

          "Commonwealth Life" shall mean Commonwealth Life
Insurance Company, a subsidiary of the Company organized and
existing under the laws of the State of Kentucky.

          "Competitive Bid" shall mean an offer by a Bank to
make a Competitive Loan pursuant to Section 2.02.

          "Competitive Bid Request" shall mean a request
made pursuant to Section 2.02 in the form of Exhibit A-1.

          "Competitive Borrowing" shall mean a Borrowing
consisting of simultaneous Competitive Loans from each of
the Banks whose Competitive Bid as a part of such Borrowing
has been accepted by the Company under the bidding procedure
described in Section 2.02.

          "Competitive Loan" shall mean a Loan from a Bank
to the Company pursuant to the bidding procedure described
in Section 2.02.

          "Designated Insurance Subsidiary" shall mean, at
all times prior to the Maturity Date, so long as it remains
a subsidiary of the Company, each Subsidiary listed in
Schedule 1 hereto under the heading "Designated Insurance
Subsidiary" and any wholly-owned subsidiary of the Company
newly organized under the laws of the United States, a state
thereof or the District of Columbia for the sole purpose of
merging or consolidating two or more Designated Insurance
Subsidiaries.

          "dollars" and the symbol "$" shall mean the lawful
currency of the United States of America.

          "Duff & Phelps" shall mean Duff & Phelps Credit
Rating Company, or any successor thereto.

          "Effective Date" shall mean the later of
(i) August 21, 1995, and (ii) the date of satisfaction or
waiver of all conditions of lending pursuant to Article IV
hereof; provided, however, that the Effective Date shall
occur no later than September 30, 1995.

          "environment" shall mean ambient air, surface
water and groundwater (including potable water, navigable
water and wetlands), the land surface or subsurface strata,
the workplace or as otherwise defined in any Environmental
Law.

          "Environmental Claim" shall mean any written
accusation, allegation, notice of violation, claim, demand,
order, directive, cost recovery action or other cause of
action by, or on behalf of, any Governmental Authority or
any other person for damages, injunctive or equitable
relief, personal injury (including sickness, disease or
death), Remedial Action costs, tangible or intangible
property damage, natural resource damages, nuisance,
pollution, any adverse effect on the environment caused by
any Hazardous Material, or for fines, penalties or
restrictions, resulting from or based upon: (a) the
existence, or the continuation of the existence, of a
Release (including sudden or non-sudden, accidental or non-
accidental Releases); (b) exposure to any Hazardous
Material; (c) the presence, use, handling, transportation,
storage, treatment or disposal of any Hazardous Material; or
(d) the violation or alleged violation of any Environmental
Law or Environmental Permit.

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

          "Environmental Permit" shall mean any permit,
approval, authorization, certificate, license, variance,
filing or permission required by or from any Governmental
Authority pursuant to any Environmental Law.

          "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended, and the rules and regula
tions promulgated thereunder, as from time to time in
effect.

          "ERISA Affiliate" shall mean any trade or business
(whether or not incorporated) that, together with the
Company, is treated as a single employer under
Section 414(b) or (c) of the Code, or, solely for purposes
of Section 302 of ERISA and Section 412 of the Code, is
treated as a single employer under Section 414 of the Code.

          "ERISA Event" shall mean (i) any "reportable
event", as defined in Section 4043 of ERISA or the
regulations issued thereunder, with respect to a Plan;
(ii) the adoption of any amendment to a Plan that would
require the provision of security pursuant to Section
401(a)(29) of the Code or Section 307 of ERISA; (iii) the
existence with respect to any Plan of an "accumulated
funding deficiency" (as defined in Section 412 of the Code
or Section 302 of ERISA), whether or not waived; (iv) the
filing pursuant Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (v) the
incurrence of any liability under Title IV of ERISA with
respect to the termination of any Plan or the withdrawal or
partial withdrawal of the Company or any of its ERISA
Affiliates from any Plan or Multiemployer Plan; (vi) the
receipt by the Company or any ERISA Affiliate from the PBGC
or a plan administrator of any notice relating to the
intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (vii) the receipt by the
Company or any ERISA Affiliate of any notice concerning the
imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA;
(viii) the occurrence of a "prohibited transaction" with
respect to which the Company or any of its Subsidiaries is a
"disqualified person" (within the meaning of Section 4975 of
the Code) or with respect to which the Company or any such
Subsidiary could otherwise be liable; and (ix) any other
event or condition with respect to a Plan or Multiemployer
Plan that could result in liability of the Company.

          "Eurodollar Loan" shall mean any Loan with respect
to which the Company shall have selected an interest rate
based on the LIBOR Rate in accordance with the provisions of
Article II.

          "Event of Default" shall mean any of the events
described in Article VI.

          "Facility Fee" shall have the meaning assigned
such term in Section 2.07.

          "Fee Letter" shall have the meaning given such
term in Section 2.08

          "Financial Officer" of any corporation shall mean
its chief financial officer, principal accounting officer,
treasurer or any vice president of such corporation employed
in its corporate financial division.

          "Fixed Rate Loan" shall mean any Competitive Loan
made by a Bank pursuant to Section 2.02 based upon an actual
percentage rate per annum selected by the Bank, expressed as
a decimal (to no more than four decimal places).

          "Funded Indebtedness" of any person shall mean at
any date (without duplication): (a) all Indebtedness
(including, in the case of the Company, its obligations
under this Agreement) that matures by its terms more than
one year from the date of determination or matures within
one year of such date but is directly or indirectly
renewable or extendable, at the option of the debtor, to a
date more than one year from such date or arises under a
revolving credit or similar agreement which obligates the
lender or lenders to extend credit over a period of more
than one year from such date and (b) all other Indebtedness
of such person which constitutes a long-term debt liability
under generally accepted accounting principles; provided
that in no event shall Funded Indebtedness of any person
include the MIPS or Indebtedness of such person arising from
a transaction pursuant to which the Company or any of the
Subsidiaries assigns with recourse a portfolio of assets to
a third party in exchange for the assignment with recourse
by such third party to it of a portfolio of assets of
substantially the same type and the net present value of the
discounted cash flows of which is substantially the same as
that of the portfolio of assets so assigned by the Company
or such Subsidiary.

          "Governmental Authority" shall mean any interna
tional, federal, state, regional, local or foreign court or
governmental agency, authority, instrumentality or regula
tory body.

          "Guarantee" by any person shall mean any obliga
tion, contingent or otherwise, of such person guaranteeing
any Indebtedness of another person or in any manner provid
ing for payment directly by such first-mentioned person to
the holder of such Indebtedness in order to protect such
holder against loss (whether by agreement to purchase or
repurchase such Indebtedness or otherwise); provided that
the term "Guarantee" shall not include (a) endorsements for
collection or deposit in the ordinary course of business or
indemnities for costs and expenses or (b) guarantees of
intercompany obligations of the Company or any Subsidiary.

          "Hazardous Materials" shall mean all explosive or
radioactive substances or wastes, hazardous or toxic
substances or wastes, pollutants, solid, liquid or gaseous
wastes, including petroleum or petroleum distillates,
asbestos or asbestos-containing materials, polychlorinated
biphenyls ("PCBs") or PCB-containing materials or equipment,
radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any
Environmental Law.

          "Indebtedness" shall mean, with respect to any
person, (a) all obligations of such person for borrowed
money, or with respect to deposits or advances of any kind,
(b) all obligations of such person evidenced by bonds,
debentures, notes or similar instruments, (c) all obliga
tions of such person upon which interest charges are custom
arily paid, (d) all obligations of such person created or
arising under conditional sale or other title retention
agreements relating to property purchased by such person,
(e) all obligations of such person issued or assumed as the
deferred purchase price of property or services, (f) all
Capital Lease Obligations and (g) all Guarantees of such
person of Indebtedness, but excluding all non-recourse
obligations of any person.

          "Insurance" shall mean a contract whereby one
undertakes to pay or indemnify another as to loss from
certain specified contingencies or perils called "risks", or
to pay or grant a specified amount or determinable benefit
in connection with ascertainable risk contingencies, or to
act as surety, or to pay or grant an annuity, which is a
contract under which obligations are assumed with respect to
one or more payments for a specific term or terms,
including, but not limited to, those kinds of unallocated
annuity and unallocated funding agreement products commonly
known as guaranteed investment contracts, guaranteed
interest contracts, group annuities, and deposit
administration contracts, or a contract under which the
making or continuance of all or some of such payments or the
amount of any such payment is dependent upon the continuance
of human life.

          "Interest Payment Date" shall mean (i)  with
respect to any Eurodollar or CD Loan, the last day of the
Interest Period applicable thereto and, in the case of any
Loan with an Interest Period in excess of 3 months or
90 days, as applicable, each day that is 3 months or
90 days, respectively, after the date of such Loan or the
preceding Interest Payment Date, as the case may be, (ii) in
the case of any Alternate Base Loan or Fixed Rate Loan, the
last day of the Interest Period applicable thereto, on each
March 31, June 30, September 30 and December 31 falling
within such Interest Period and (iii) with respect to any
Loan, the date of any prepayment, repayment or conversion
thereof.

          "Interest Period" shall mean (i) as to any Euro
dollar Loan that is a Standby Loan, (a) the period commenc
ing on the date of such Loan or on the last day of the
preceding Interest Period, if any, applicable to such Loan,
and ending on the numerically corresponding day (or if there
is no corresponding day, the last day) in the calendar month
that is 1, 2, 3 or 6 months thereafter, as the Company may
elect or (b) subject to availability and the Short-Term
Procedure, the period specified in the Standby Borrowing
Request therefor (which shall in no event be longer than
1 month), (ii) as to any Alternate Base Loan, a period
commencing on the date of such Loan and ending on the date
specified in the applicable Standby Borrowing Request,
(iii) as to any CD Loan, (x) a period of 30, 60, 90 or 180
days' duration, as the Company may elect, commencing on the
date of such Loan, or (y) subject to availability and the
Short-Term Procedure, the period specified in the Standby
Borrowing Request therefor (which shall in no event be
longer than 30 days); (iv) as to any Competitive Loan, the
period commencing on the date of such Loan and ending on the
date specified in the Competitive Bid in which the offer to
make the Competitive Loan was extended (which date shall be
(A) in the case of any Eurodollar Loan, the numerically
corresponding day (or, if there is no such corresponding
day, the last day) in the calendar month that is 1, 2, 3, 6,
9 or 12 months after the date of such Loan, or such shorter
period as specified in the applicable Competitive Bid
Request, or (B) in the case of any Fixed Rate Loan, such
other date as shall be specified in such Competitive Bid
Request); provided, however, that (x) if any Interest Period
would end on a day which shall not be a Business Day, such
Interest Period shall be extended to the next succeeding
Business Day unless, with respect to Eurodollar Loans only,
such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end
on the next preceding Business Day and (y) no Interest
Period may be selected for an Alternate Base Loan, a
Eurodollar Loan, a CD Loan or a Fixed Rate Loan which ends
later than the Maturity Date.  Interest shall accrue from
and including the first day of an Interest Period to but
excluding the last day of such Interest Period.

          "Investment" shall mean any investment in any
person whether by means of share purchase, loan, advance,
extension of credit, capital contribution or otherwise
(excluding any investment in an unconsolidated Subsidiary
arising solely from retained earnings of such Subsidiary).

          "Lease Obligations" shall mean, with respect to
any person, obligations (not constituting Indebtedness)
under leases of property of any kind in respect of which
such person is liable directly, but not contingently.

          "LIBOR Rate" shall mean, with respect to any
Eurodollar Loan for any Interest Period, an interest rate
per annum (rounded upwards, if necessary, to the next 1/16
of 1%) equal to the average of the rates at which dollar
deposits for a maturity equal to the applicable Interest
Period are offered in immediately available funds by the
London office of each Reference Bank to leading banks in the
London Interbank Market for Eurodollars at approximately
11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

          "Lien" shall mean, with respect to any asset, any
lien, mortgage, security interest, charge or encumbrance of
any kind, including, without limitation, the rights of a
vendor, lessor, or similar party under any conditional sale
agreement or other title retention agreement or lease
substantially equivalent thereto, any production or advance
payment, and any other right of or arrangement with any
creditor to have its claim satisfied out of any property or
assets, or the proceeds therefrom, prior to the general
creditors of the owner thereof but shall exclude (a) liens
securing non-recourse obligations of any person and
(b) liens securing obligations that arise out of Insurance.

          "Life Insurance Business" shall mean the business
of insurance of human lives and health and all types of
insurance and selling activities incident thereto (includ
ing, without limitation, the issuing or granting of guaran
teed investment contracts, annuity contracts, endowment
benefits, additional benefits in the event of death or
dismemberment by accident and additional benefits in the
event of the insured's disability, optional modes of
settlement of proceeds, selling through agencies or
otherwise, servicing, data processing, investing and, with
respect to any Restricted Subsidiary, any other activity
incident to "life insurance" as that term may be defined
under the laws of the jurisdiction in which such Restricted
Subsidiary is organized).

          "Loan" shall mean a Standby Loan, a Competitive
Loan, a Eurodollar Loan, a CD Loan, an Alternate Base Loan
or a Fixed Rate Loan.

          "Loan Documents" shall mean this Credit Agreement
and all Exhibits hereto, any Note outstanding under this
Agreement and the Fee Letter.

          "Margin" shall mean as to any Competitive Bid made
by a Bank pursuant to Section 2.02(b), the margin (expressed
as a percentage rate per annum in the form of a decimal to
no more than four decimal places) to be added to or sub
tracted from the LIBOR Rate in order to determine the inter
est rate acceptable to such Bank with respect to the Compet
itive Loan to which such bid relates.

          "Margin Stock" shall have the meaning assigned to
such term in Regulation U.

          "Maturity Date" shall mean the later of
(i) August 21, 2000, and (ii) five years from the date of
the satisfaction or waiver of all conditions of lending
pursuant to Article IV hereof.

          "MIPS" shall mean the Cumulative Monthly Income
Preferred Stock of Providian LLC, a limited liability
company organized under the laws of the Turks and Caicos
Islands, issued as of May 12, 1994.

          "Moody's" shall mean Moody's Investors Service,
Inc., or any successor thereto.

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

          "Note" shall have the meaning given such term in
Section 2.05(d) hereof.

          "PBGC" shall mean the Pension Benefit Guaranty
Corporation (or any successor).

          "Peoples Security Life" shall mean Peoples Securi
ty Life Insurance Company, a subsidiary of the Company organ
ized and existing under the laws of the State of North
Carolina.

          "person" shall mean any natural person, corpora
tion, business trust, association, company, partnership,
limited liability company or government, or any agency or
political subdivision thereof.

          "Plan" shall mean any employee pension benefit
plan (other than a Multiemployer Plan) that is subject to
the provisions of Title IV of ERISA or Section 412 of the
Code or Section 307 of ERISA and in respect of which the
Company or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to
be) an "employer" as defined in Section 3(5) of ERISA.

          "Properties" shall have the meaning given such
term in Section 3.13(a) hereof.

          "Providian Bancorp" shall mean Providian Bancorp,
Inc., a subsidiary of the Company organized and existing
under the laws of the State of Delaware.

          "Providian Life" shall mean Providian Life and
Health Insurance Company, a subsidiary of the Company
organized and existing under the laws of the State of
Missouri.

          "Ratings" shall mean the ratings of Moody's, S&P
and Duff & Phelps applicable to the Company's senior unse
cured unsubordinated debt.

          "Reference Banks" shall mean Credit Suisse, ABN
AMRO Bank N.V., and Deutsche Bank AG.

          "Register" shall have the meaning given such term
in Section 2.05(e) hereof.

          "Regulation D" shall mean Regulation D of the
Board, as the same is from time to time in effect, and all
official rulings and interpretations thereunder or thereof.

          "Regulation G" shall mean Regulation G of the
Board, as the same is from time to time in effect, and all
official rulings and interpretations thereunder or thereof.

          "Regulation T" shall mean Regulation T of the
Board, as the same is from time to time in effect, and all
official rulings and interpretations thereunder or thereof.

          "Regulation U" shall mean Regulation U of the
Board, as the same is from time to time in effect, and all
official rulings and interpretations thereunder or thereof.

          "Regulation X" shall mean Regulation X of the
Board, as the same is from time to time in effect, and all
official rulings and interpretations thereunder or thereof.

          "Release" shall mean any spilling, leaking,
pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, disposing,
depositing, dispersing, emanating or migrating of any
Hazardous Material in, into, onto or through the
environment.

          "Remedial Action" shall mean (a) "remedial action"
as such term is defined in 42 U.S.C. Section 9601(24), and
(b) all other actions required by any Governmental Authority
or voluntarily undertaken to: (i) cleanup, remove, treat,
abate or in any other way address any Hazardous Material in
the environment; (ii) prevent the Release or threat of
Release, or minimize the further Release, of any Hazardous
Material so it does not migrate or endanger or threaten to
endanger public health, welfare or the environment; or
(iii) perform studies and investigations in connection with,
or as a precondition to, (i) or (ii) above.

          "Required Banks" shall mean, so long as any Bank
has a Commitment to make Loans hereunder, Banks holding 51%
of the Loans outstanding and Banks representing 51% of the
unused Commitments; provided, however, that for purposes of
accelerating the Loans pursuant to Article VI, Required
Banks shall mean Banks representing 66-2/3% of the Loans
outstanding.  Certain matters specified in Section 8.02(b)
may not be amended or modified without the consent of each
Bank affected thereby.

          "Responsible Officer" shall mean the chairman, any
vice president or a Financial Officer.

          "Restricted Subsidiaries" shall mean at any time
each of (a) Commonwealth Life, (b) Providian Life,
(c) Peoples Security Life, (d) any successor Subsidiary to
any of the foregoing Subsidiaries by way of any merger or
consolidation permitted under Section 5.08(a) hereof and
(e) any Subsidiary with assets greater than or equal to 20%
of all assets of the Company and the Subsidiaries (excluding
the assets of Providian Bancorp and its subsidiaries),
computed and consolidated in accordance with generally
accepted accounting principles. Notwithstanding anything to
the contrary set forth herein, the term Restricted
Subsidiary shall not include Providian Bancorp or any of its
subsidiaries.

          "S&P" shall mean Standard & Poor's Ratings Group,
or any successor thereto.

          "SEC" shall mean the Securities and Exchange
Commission, or any successor thereto.

          "Senior Funded Indebtedness" shall mean, at any
date, the sum of the following:

          (a) the aggregate principal amount then outstand
     ing of all Funded Indebtedness of the Company and the
     Subsidiaries (excluding intercompany obligations), less

          (b) the aggregate principal amount then outstand
     ing of Subordinated Indebtedness, less

          (c) the aggregate principal amount then outstand
     ing of any Indebtedness of Providian Bancorp or any of
     its subsidiaries.

          "Shareholders' Equity" shall mean, at any time,
the sum of the following:  (a) total shareholders' equity of
the Company and the consolidated Subsidiaries (including the
MIPS) less (b) the effect on shareholders' equity of
Statement of Financial Accounting Standards (SFAS) No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities", and less (c) goodwill and other intangible
assets after amortization (excluding deferred policy acquisi
tion costs and the value of insurance in force acquired by
purchase) arising in connection with any acquisition
effected by the Company and/or any of the Subsidiaries after
December 31, 1986.

          "Short-Term Procedure" shall mean, in the case of
any Borrowing subject thereto, that (i) one additional
Business Day's notice by the Company to request such
Borrowing shall be required in addition to any other
applicable notice period and (ii) the Administrative Agent
shall notify all Banks with outstanding Commitments of the
amount, Type and requested Interest Period of such Borrowing
by 3:00 p.m. New York time on the date of its receipt of
notice from the Company in order to obtain each such Bank's
consent to provide its pro rata share of such Borrowing,
which consent will be deemed received (and which will
obligate such Bank to provide such pro rata share) unless
such Bank shall have communicated, by telephone or facsimile
to the Administrative Agent and the Company, its refusal to
provide its pro rata share of such Borrowing by 9:00 a.m.
New York time on the following Business Day.  If any Bank
shall have so communicated its refusal, the requested
Interest Period shall be deemed unavailable for the purposes
of the requested Borrowing.

          "Standby Borrowing" shall mean a Borrowing con
sisting of simultaneous Standby Loans from each of the Banks
distributed ratably among the Banks in accordance with their
respective unutilized Commitments.

          "Standby Borrowing Request" shall mean a request
made pursuant to Section 2.04 in the form of Exhibit A-2.

          "Standby Loan" shall have the meaning given such
term in Section 2.01.

          "Statutory Reserves" shall mean a fraction (ex
pressed as a decimal) the numerator of which is the number
one and the denominator of which is the number one minus the
aggregate of the maximum reserve percentages (including,
without limitation, any marginal, special, emergency, or
supplemental reserves) expressed as a decimal established by
the Board.  Such reserve percentages shall include, without
limitation, those imposed under Regulation D.  Statutory
Reserves shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

          "Statutory Surplus" shall mean the sum of (i) the
amount by which the total assets of the Designated Insurance
Subsidiaries exceed the total liabilities of the Designated
Insurance Subsidiaries (as determined in accordance with
statutory accounting principles required under the laws of
the respective jurisdictions in which such Subsidiaries are
organized) and (ii) the Asset Valuation Reserve of the
Designated Insurance Subsidiaries.

          "Subordinated Indebtedness" shall mean any Indebt
edness of the Company which, pursuant to a subordination
agreement or other instrument in form and substance satis
factory to the Banks, is subordinate and junior in right of
payment to the payment in full of all monetary obligations
of the Company under this Agreement, including, without
limitation, the principal of and interest on the Loans.

          "subsidiary" shall mean, with respect to any
person, any other persons of which at least a majority of
the outstanding voting stock or other ownership interests
having the ordinary voting power to elect a majority of the
board of directors or other persons performing similar
functions is at the time directly or indirectly owned or
controlled by such person or one or more of its subsidiaries
or by such person and one or more of its subsidiaries.

          "Subsidiary" shall mean a subsidiary of the
Company.

          "Taxes" shall mean, with respect to any Bank, any
and all present or future taxes, levies, imposts, deduc
tions, charges or withholdings, and all liabilities with
respect thereto, imposed in respect of any payment made by
the Company hereunder to such Bank (other than taxes imposed
on the overall net income of such Bank by the jurisdiction
in which such Bank has its principal office or by any
political subdivision or taxing authority therein).

          "Type" shall mean, with respect to any Loan or
Borrowing, whether such Loan or Borrowing is a Eurodollar,
Alternate Base, CD or Fixed Rate Loan or Borrowing.

          "Wholly-Owned Subsidiary" shall mean any corpora
tion of which all the voting stock (other than directors'
qualifying shares) is at the time directly or indirectly
owned or controlled by the Company or one or more Wholly-
Owned Subsidiaries or by the Company and one or more Wholly-
Owned Subsidiaries.

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

          "Yield" shall mean the effective interest rate
contained in a Competitive Bid specified by reference to
(i) in the case of a Fixed Rate Loan, an annual percentage
rate per annum computed on the basis of the actual number of
days elapsed in a year of 360 days and (ii) in the case of a
Eurodollar Loan, the LIBOR Rate and the Margin.

          All accounting terms not specifically defined
herein shall be construed in accordance with generally
accepted accounting principles and practices consistent with
those applied in the preparation of the financial statements
referred to in Section 3.06 and all financial data submitted
pursuant to this Agreement shall be prepared in accordance
with such principles and practices, except as otherwise
expressed herein.


II.  LOANS

          SECTION 2.01.  Commitments.  (a)  Subject to the
terms and conditions and relying upon the representations
and warranties herein set forth, each Bank, severally and
not jointly, agrees to make standby revolving credit loans
("Standby Loans") to the Company, at any time and from time
to time on and after the Effective Date and until the
earlier of the Maturity Date or the termination of the
Commitment of such Bank in accordance with the terms hereof,
in an amount not to exceed the unutilized Commitment of such
Bank (taking into account any utilization of such Commitment
deemed to result from the making of Competitive Loans, as
provided in Section 2.11), subject, however, to the condi
tion that at no time shall (A) the sum of (x) the outstand
ing aggregate principal amount of all Standby Loans and (y)
the outstanding aggregate principal amount of all Competi
tive Loans exceed (B) the Aggregate Commitment.  Each Bank's
Commitment is set forth opposite its respective name below.
Such Commitments may be adjusted from time to time pursuant
to Section 2.09.

                                                    Approximate
                                                    Percentage of
                                                     Aggregate
Name and Address of Bank           Commitment        Commitment

Credit Suisse                      $50,000,000         11.11%
Tower 49
12 East 49th Street
New York, NY  10017-1071
Facsimile--(212) 238-5218
Telephone--(212) 238-5246

ABN AMRO Bank N.V.                 $40,000,000          8.89%
One PPG Place, Ste. 2950
Pittsburgh, PA  15222-5400
Facsimile--(412) 566-2266
Telephone--(412) 566-2269

Bayerische Vereinsbank A.G.        $32,500,000          7.22%
333 W. Wacker Drive
Suite 680
Chicago, IL  60606
Facsimile--(312) 977-1380
Telephone--(312) 201-4113

The Dai-Ichi Kangyo Bank, Ltd.     $32,500,000          7.22%
10 South Wacker, 26th Fl.
Chicago, IL  60606
Facsimile--(312) 876-2011
Telephone--(312) 715-6362




Deutsche Bank AG                   $32,500,000          7.22%
31 West 52nd Street
Deutsche Bank Bldg.
New York, NY  10019
Facsimile--(212) 474-8108
Telephone--(212) 474-8101

Royal Bank of Canada               $32,500,000          7.22%
Financial Square
New York, NY  10005-3531
Facsimile--(212) 809-7468
Telephone--(212) 428-6277

The Sakura Bank Limited            $32,500,000          7.22%
277 Park Avenue
New York, NY  10172
Facsimile--(212) 888-7651
Telephone--(212) 756-6783

The Sumitomo Bank, Limited         $32,500,000          7.22%
New York Branch
277 Park Avenue
New York, NY  10172
Facsimile--(212) 224-5198
Telephone--(212) 224-4142

Banque Nationale de Paris          $25,000,000          5.56%
Rookery Building
209 S. LaSalle St., 5th Fl.
Chicago, IL  60604
Facsimile--(312) 977-1380
Telephone--(312) 977-2248

Canadian Imperial Bank of          $25,000,000          5.56%
Commerce
425 Lexington Avenue
New York, NY 10017
Facsimile--(212) 856-3599
Telephone--(212) 856-3638

Citibank, N.A.                     $25,000,000          5.56%
399 Park Avenue, 12th Floor
Zone 8
New York, NY  10043
Facsimile--(212) 935-4286
Telephone--(212) 559-8146


Credit Lyonnais                    $25,000,000          5.56%
New York Branch
1301 Avenue of the Americas
New York, NY  10019
Facsimile--(212) 261-3401
Telephone--(212) 261-7718

The Sanwa Bank, Limited            $25,000,000          5.56%
Georgia-Pacific Center
133 Peachtree Street N.E.,
Suite 4750
Atlanta, GA  30303
Facsimile--(404) 589-1629
Telephone--(404) 586-8809

The Bank of Nova Scotia            $20,000,000          4.44%
181 West Madison Street
Suite 3700
Chicago, IL  60602
Facsimile--(312) 201-4108
Telephone--(312) 201-4113

Swiss Bank Corporation             $20,000,000          4.44%
Box 395
Church Street Station
New York, NY  10008
Facsimile--(212) 574-3228
Telephone--(212) 574-4142


Aggregate Commitment              $450,000,000         100.00%


          Within the foregoing limits, the Company may
borrow, repay and reborrow hereunder, on and after the
Effective Date and prior to the Maturity Date, subject to
the terms, provisions and limitations set forth herein.

          SECTION 2.02.  Competitive Bid Procedure.  (a)  In
order to request Competitive Bids, the Company shall hand
deliver or deliver by facsimile to the Administrative Agent
a duly completed Competitive Bid Request in the form of
Exhibit A-1 hereto, to be received by the Administrative
Agent (i) in the case of Eurodollar Loans, not later than
10:00 a.m. New York time, four Business Days before a
proposed Competitive Borrowing, and (ii) in the case of
Fixed Rate Loans, not later than 12:00 noon New York time,
one Business Day before a proposed Competitive Borrowing.
No CD Loan or Alternate Base Loan shall be requested by the
Company in a Competitive Bid Request.  Competitive Bid
Requests that do not conform substantially to the format of
Exhibit A-1 shall be rejected and the Administrative Agent
shall notify the Company of such rejection by telephone or
facsimile (i) in the case of Eurodollar Loans, not later
than 11:00 a.m. New York time on the date of receipt or
(ii) in the case of Fixed Rate Loans, not later than
1:00 p.m. New York time on the date of receipt.  Competitive
Bid Requests shall in each case refer to this Agreement and
specify (x) whether the Loans then being requested are to be
Eurodollar Loans or Fixed Rate Loans, (y) the date of such
Loans (which shall be a Business Day) and the aggregate
principal amount thereof (which shall not be less than
$25,000,000 and shall be an integral multiple of
$5,000,000), and (z) the Interest Period with respect
thereto (which may not end after the Maturity Date).  Not
later than (i) in the case of Eurodollar Loans, 12:00 noon
New York time on the date of receipt or (ii) in the case of
Fixed Rate Loans, 3:00 p.m. New York time on the date of
receipt by the Administrative Agent of a Competitive Bid
Request, the Administrative Agent shall invite by facsimile
the Banks to bid, on the terms and conditions of this
Agreement, to make Competitive Loans pursuant to the
Competitive Bid Request.

          (b)  Each Bank may, in its sole discretion, make
one or more Competitive Bids to the Company responsive to
the Competitive Bid Request.  Each Competitive Bid by a Bank
must be received by the Administrative Agent via facsimile
in the form of Exhibit B hereto, (i) in the case of Euro
dollar Loans, not later than 9:30 a.m. New York time, three
Business Days before a proposed Competitive Borrowing or
(ii) in the case of Fixed Rate Loans, not later than
9:30 a.m. New York time, on the day of a proposed Competi
tive Borrowing.  Competitive Bids that do not conform
precisely to the format of Exhibit B may be rejected by the
Company upon notice to the Administrative Agent and the
Administrative Agent shall notify the Bank of such rejection
by facsimile as soon as practicable after receipt from the
Company of a notification of rejection.  Each Competitive
Bid shall refer to this Agreement and specify (x) the
maximum principal amount (which shall be an integral
multiple of $5,000,000) of the Competitive Loan that the
Bank is willing to make to the Company and (y) the Yield at
which the Bank is prepared to make the Competitive Loan.  A
Competitive Bid submitted by a Bank pursuant to this para
graph (b) shall be irrevocable.

          (c)  The Administrative Agent shall notify the
Company by facsimile (i) in the case of Eurodollar Loans,
not later than 10:00 a.m. New York time, three Business Days
before a proposed Competitive Borrowing or (ii) in the case
of Fixed Rate Loans, not later than 10:00 a.m. New York
time, on the day of a proposed Competitive Borrowing of the
number of Competitive Bids made, the Yield and the maximum
principal amount of each Competitive Loan in respect of
which a Competitive Bid was made and the identity of the
Bank making each bid.

          (d)  The Company may in its sole and absolute
discretion, subject only to the provisions of this para
graph, accept or reject any Competitive Bid referred to in
paragraph (c) above.  The Company shall notify the Adminis
trative Agent by facsimile or telephone whether and to what
extent it has decided to accept or reject any of or all the
bids referred to in paragraph (c) above, (i) in the case of
Eurodollar Loans, not later than 11:00 a.m. New York time,
three Business Days before a proposed Competitive Borrowing
or (ii) in the case of Fixed Rate Loans, not later than
11:00 a.m. New York time, on the day of a proposed Competi
tive Borrowing; provided, however, that (x) the Company
shall not accept a bid made at any Yield if the Company has
decided to reject a bid made at a lower Yield, (y) if the
Company declines to borrow, or it is restricted by other
conditions hereof from borrowing, the maximum principal
amount of Competitive Loans in respect of which bids at such
Yield have been made, then the Company shall accept a pro
rata portion of each bid made at the same Yield, based as
nearly as possible on the ratio of the maximum aggregate
principal amounts of Competitive Loans for which each such
bid was made (provided that if the available principal
amount of Competitive Loans to be so allocated is not
sufficient to enable Competitive Loans to be so allocated to
each such Bank in integral multiples of $5,000,000, the
Company shall select which Banks will be allocated such
Competitive Loans and will round allocations up or down to
the next higher or lower multiple of $5,000,000 as it shall
deem appropriate), and (z) no bid shall be accepted for a
Competitive Loan unless the amount of such Competitive Loan
is an integral multiple of $5,000,000 and is part of a
Competitive Borrowing in a minimum principal amount of
$25,000,000.  A notice given by the Company pursuant to this
paragraph (d) shall be irrevocable.

          (e)  The Administrative Agent shall notify the
Banks whose Competitive Bids have been accepted of the terms
(in what amount and at what Yield) of such acceptance by
telephone promptly upon receipt of notice from the Company
pursuant to paragraph (d) of this Section 2.02, and each
successful bidder will thereupon become bound, subject to
the other applicable conditions hereof, to make the
Competitive Loan in respect of which its offer has been
accepted.  Each Bank so bound shall notify the Adminis
trative Agent upon making the Competitive Loan.

          (f)  The Company shall not make more than four
Competitive Bid Requests during any 30-day period.

          (g)  If the Administrative Agent shall elect to
submit a Competitive Bid in its capacity as a Bank, it shall
submit such bid to the Company (i) in the case of Eurodollar
Loans, at least one hour earlier or (ii) in the case of
Fixed Rate Loans, at least 15 minutes earlier than the
latest time at which the other Banks are required to submit
their bids to the Administrative Agent pursuant to Sec
tion 2.02(b).

          (h)  All notices required by this Section 2.02
shall be made in accordance with Section 8.01.

          SECTION 2.03.  Six-Month Review.  The Company and
the Administrative Agent shall, at the request of either
such party, review the time requirements set forth in
Section 2.02 hereof on a specified date in every other
fiscal quarter of the Company with a view to considering
changes, subject to the provisions of Section 8.02, to
accord to developments in facilities of the type provided
for herein.

          SECTION 2.04.  Standby Borrowing Procedure.  In
order to effect a Standby Borrowing, the Company shall give
the Administrative Agent written or facsimile notice in the
form of Exhibit A-2 hereto, (i) in the case of Eurodollar
Loans, not later than 1:00 p.m., New York time, three
Business Days before a Standby Borrowing, (ii) in the case
of CD Loans, not later than 10:00 a.m., New York time, one
Business Day before a Standby Borrowing or (iii) in the case
of Alternate Base Loans, not later than 12:00 noon, New York
time, on the day of a Standby Borrowing.  Such notice shall
be irrevocable and shall in each case refer to this
Agreement and specify (v) whether the Loans then being
requested are to be Eurodollar Loans, CD Loans or Alternate
Base Loans, (w) the date of such Loans (which shall be a
Business Day) and the aggregate amount thereof (which shall
not be less than $25,000,000 and shall be an integral
multiple of $5,000,000) and (x) the Interest Period with
respect thereto (which shall not end later than the Maturity
Date).  If no Interest Period with respect to any Eurodollar
Loan or CD Loan is specified in any such notice, then the
Company shall be deemed to have selected an Interest Period
of one month's duration, in the case of a Eurodollar Loan,
or 30 days' duration, in the case of a CD Loan.  The
Administrative Agent shall, no later than (I) the close of
business on the day of a Standby Borrowing Request for
Eurodollar Loans, (II) the close of business on the day of a
Standby Borrowing Request for CD Loans or (III) 1:00 p.m.,
New York time, on the day of a Standby Borrowing Request for
Alternate Base Loans, advise the Banks of any notice given
pursuant to this Section 2.04 and of each Bank's portion of
the requested Standby Borrowing by facsimile.  Each Standby
Borrowing shall consist of Loans of the same Type made on
the same day and having the same Interest Period.

          SECTION 2.05.  Evidence of Debt.  (a)  Each Bank
shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of the Company
to such Bank resulting from the Standby Loans and/or
Competitive Loans made by such Bank from time to time,
including the amounts of principal and interest payable and
paid to such Bank from time to time under this Agreement.

          (b)  The Administrative Agent shall maintain the
Register pursuant to subsection (e) hereof, and a subaccount
therein for each Bank, in which shall be recorded (i) the
amount of each Standby Loan and Competitive Loan made
hereunder, the Type thereof and the Interest Period
applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from
the Company to each Bank hereunder and (iii) both the amount
of any sum received by the Administrative Agent hereunder
from the Company and each Bank's share thereof, if any.

          (c)  The entries made in the Register and the
subaccount for each Bank maintained pursuant to subsection
2.05(b) shall be prima facie evidence of the existence and
amounts of the obligations of the Company therein recorded;
provided, however, that the failure of any Bank or the
Administrative Agent to maintain the Register or any such
account, or any error therein, shall not in any manner
affect the obligation of the Company to repay (with
applicable interest) the Standby Loans and/or Competitive
Loans made to the Company by such Bank in accordance with
the terms of this Agreement.

          (d)  The Company agrees that, upon the request to
the Administrative Agent by any Bank for the purposes of
assigning all or a portion of such Bank's Loans hereunder to
a Federal Reserve Bank, the Company will execute and deliver
to such Bank a promissory note of the Company evidencing the
Loans made by such Bank substantially in the form of Exhibit
D (a "Note"), payable to the order of such Bank and in a
principal amount equal to the aggregate unpaid principal
amount of all Loans made by such Bank and outstanding from
time to time.  Each Bank is hereby authorized to record the
date, Type and amount of each Loan made by such Bank, the
date and amount of each payment or prepayment of principal
thereof, each continuation thereof, each conversion of all
or a portion thereof to a Loan of another Type and the
length of each Interest Period with respect thereto, on the
schedule annexed to and constituting a part of its Note, and
any such recordation shall constitute prima facie evidence
of the accuracy of the information so recorded; provided
that the failure to make any such recordation (or any error
therein) shall not affect the obligation of the Company to
repay (with applicable interest) the Loans made to the
Company in accordance with the terms of this Agreement.
Upon the execution and delivery of any such Note, and for as
long as any such Note is outstanding, the terms of this
Agreement shall be modified mutatis mutandis to include the
Company's obligations under any such Note.

          (e)  The Administrative Agent, on behalf of the
Company, shall maintain at the address of the Administrative
Agent referred to in subsection 8.01(b) 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 Banks and the Commitments of, and principal
amounts of the Loans owing to, each Bank from time to time.
The entries in the Register shall be conclusive, in the
absence of manifest error, and the Company, the
Administrative Agent and the Banks shall treat each person
whose name is recorded in the Register as the owner of a
Loan or other obligation hereunder as the owner thereof for
all purposes of this Agreement and the other Loan Documents,
notwithstanding any notice to the contrary.  Any assignment
of any Loan or other obligation hereunder shall be effective
only upon appropriate entries with respect thereto being
made in the Register.  The Register shall be available for
inspection by the Company or any Bank at any reasonable time
and from time to time upon reasonable prior notice.

          SECTION 2.06.  Refinancings.  Subject to the
provisions of this Section 2.06, the Company agrees to repay
the principal amount of each Loan on the last day of the
Interest Period applicable thereto.  The Company may
refinance all or any part of any Loan with a Loan of the
same or a different Type made pursuant to Section 2.02 or
Section 2.04, including, without limitation, refinancings of
Competitive Loans with Standby Loans and Standby Loans with
Competitive Loans, subject to the requirement that Euro
dollar Loans, CD Loans and Fixed Rate Loans may be prepaid
only on the last day of an applicable Interest Period and to
the other conditions and limitations set forth herein and
elsewhere in this Agreement.  Any Loan or part thereof so
refinanced shall be deemed to be repaid or prepaid in
accordance with Section 2.10 or Section 2.17, as applicable,
with the proceeds of a new Borrowing hereunder and the
proceeds of the new Loan, and to the extent they do not
exceed the principal amount of the Loan being refinanced,
any such Loan or part thereof shall not be paid by the Banks
to the Administrative Agent or by the Administrative Agent
to the Company pursuant to Section 2.13(c) and
Section 2.11(b) below; provided, however, that (i) if the
principal amount extended by a Bank in a refinancing is
greater than the principal amount extended by such Bank in
the Borrowing being refinanced, then the Bank shall pay such
difference to the Administrative Agent for distribution to
the Banks described in (ii) below, (ii) if the principal
amount extended by a Bank in the Borrowing being refinanced
is greater than the principal amount being extended by such
Bank in the refinancing, the Administrative Agent shall
return the difference to such Bank out of amounts received
pursuant to (i) above (together with any interest actually
received by the Administrative Agent in respect of the
portion of such amounts returned to such Bank pursuant to
this clause (ii)), and (iii) to the extent any Bank fails to
pay the Administrative Agent amounts due from it pursuant to
(i) above, such Bank agrees to repay to the Administrative
Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such
amount is made available to the Company until the date such
amount is repaid to the Administrative Agent, at a rate
determined by the Administrative Agent to represent its cost
of overnight or short-term funds (which determination shall
be conclusive absent manifest error).  If such Bank shall
repay to the Administrative Agent such corresponding amount,
such amount shall constitute such Bank's amount due from it
pursuant to (i) above as part of such Borrowing for purposes
of this Agreement.

          SECTION 2.07.  Fees.  The Company agrees to pay to
each Bank, through the Administrative Agent, on each
March 31, June 30, September 30 and December 31 and on the
Maturity Date, in immediately available funds, a facility
fee calculated according to the table set forth in the
definition of "Applicable Fee Percentage" in Article I (a
"Facility Fee") at a rate per annum equal to the Applicable
Fee Percentage from time to time in effect on the amount of
the Commitment of such Bank, whether utilized or unutilized,
during the preceding quarter (or shorter period commencing
on the Effective Date and/or ending with the Maturity Date
or any date on which the Commitment of such Bank shall be
terminated).  All Facility Fees shall be computed on the
basis of the actual number of days elapsed in a year of 365
or 366 days, as the case may be.  The Facility Fee due to
each Bank shall commence to accrue on the Effective Date and
shall cease to accrue on the earlier of the Maturity Date or
the termination of the Commitment of such Bank as provided
herein.

          SECTION 2.08.  Arrangement Fees.  The Company
agrees to pay the Arranger and the Administrative Agent, in
immediately available funds, those certain fees (the
"Arrangement Fees") in such amounts and at such times as are
set forth in the letter agreement dated June 21, 1995,
between the Company and the Arranger (the "Fee Letter").

          SECTION 2.09.  Termination and Reduction of
Commitments.  The Company may permanently terminate, or from
time to time in part permanently reduce, the Commitments, in
each case upon at least three Business Days' prior written
or facsimile notice to the Administrative Agent.  Such
notice shall specify the date and the amount of the termina
tion or reduction of the Commitments.  Each partial reduc
tion of the Commitments shall be in an integral multiple of
$5,000,000 and in a minimum principal amount of $10,000,000.
Each reduction in the Commitments pursuant to this paragraph
shall be made ratably among the Banks in accordance with
their respective Commitments.  Simultaneously with any
termination or reduction of Commitments pursuant to this
paragraph, the Company shall pay to the Administrative Agent
for the accounts of the Banks the Facility Fees on the
amount of the Commitments so terminated or reduced accrued
through the date of such termination or reduction.  The
Commitments shall automatically and permanently terminate on
the Maturity Date.

          SECTION 2.10.  Continuation and Conversion of
Standby Loans.  The provisions of this Section 2.10 apply
only to Standby Loans.  The Company shall have the right at
any time on three Business Days' prior irrevocable written
or facsimile notice to the Administrative Agent (i) to
continue any Eurodollar Loan or CD Loan into a subsequent
Interest Period, (ii) to convert any Alternate Base Loan or
CD Loan into a Eurodollar Loan (specifying the Interest
Period to be applicable thereto), (iii) to convert any
Eurodollar Loan or CD Loan into an Alternate Base Loan
(specifying the Interest Period to be applicable thereto)
and  (iv) to convert any Eurodollar Loan or Alternate Base
Loan into a CD Loan (specifying the Interest Period to be
applicable thereto), subject to the following:

          (a) if less than all Standby Loans at the time
     outstanding shall be converted, such conversion shall
     be made pro rata among the Banks in accordance with the
     respective principal amounts of the Standby Loans held
     by the Banks immediately prior to such conversion;

          (b) in the case of a conversion of less than all
     Loans, the aggregate principal amount of Loans con
     verted shall be at least $25,000,000, and in an
     integral multiple of $5,000,000;

          (c) each conversion shall be effected by each Bank
     by applying the proceeds of the new Eurodollar Loan or
     CD Loan or Alternate Base Loan, as the case may be, to
     the Loan (or portion thereof) being converted; accrued
     interest on the Loan (or portion thereof) being con
     verted shall be paid by the Company at the time of
     conversion;

          (d) if any Loan is converted at a time other than
     the end of an Interest Period applicable thereto, the
     Company shall pay any increased costs associated
     therewith pursuant to Section 2.20;

          (e) no Loan or portion thereof may be converted
     into or continued as a Eurodollar Loan less than one
     month prior to the Maturity Date, except as a Borrowing
     subject to the Short-Term Procedure;

          (f) no Loan or portion thereof may be converted
     into or continued as a CD Loan less than 30 days prior
     to the Maturity Date, except as a Borrowing subject to
     the Short-Term Procedure; and

          (g) any portion of a Eurodollar Loan or a CD Loan
     which cannot be converted into or continued as a
     Eurodollar Loan or a CD Loan by reason of clause (e) or
     (f) above shall be automatically converted into an
     Alternate Base Loan.

In the event that the Company shall not give notice to
continue any Eurodollar Loan or CD Loan into a subsequent
Interest Period or convert any such Loan into a Loan of
another Type, such Loan (unless prepaid on or prior to the
last day of the Interest Period during which the Company
failed to give such notice) shall automatically be continued
as a Eurodollar Loan with an Interest Period of one month or
a CD Loan with an Interest Period of 30 days, respectively,
except to the extent it shall be automatically converted
into an Alternate Base Loan pursuant to clause (g) above.

          The Interest Period applicable to any Eurodollar
Loan or CD Loan resulting from a conversion shall be speci
fied by the Company in the irrevocable notice of conversion
delivered pursuant to this Section; provided, however, that
if no such Interest Period shall be specified, the Company
shall be deemed to have selected an Interest Period of one
month's duration, in the case of a Eurodollar Loan, or
30 days' duration, in the case of a CD Loan.

          SECTION 2.11.  Competitive Loans.  (a)  Each
Competitive Borrowing made by the Company on any date shall
be in an integral multiple of $5,000,000 and in a minimum
aggregate principal amount of $25,000,000.  Competitive
Loans shall be made in the amounts accepted by the Company
in accordance with Section 2.02(d).  All Competitive Loans,
regardless of what Bank or Banks make such Loans, will be
deemed to utilize the Commitments of all Banks pro rata in
accordance with their Commitments for all purposes including
the availability of Standby Loans.

          (b)  Subject to Section 2.06, each Bank shall make
its portion of each Competitive Borrowing on the proposed
date thereof by paying the amount required to the Adminis
trative Agent in New York, New York, in immediately avail
able funds not later than (i) in the case of Eurodollar
Loans, 12:00 noon New York time, or (ii) in the case of
Fixed Rate Loans, 2:00 p.m. New York time, and the
Administrative Agent shall, promptly upon receipt of such
funds, credit the amounts so received to the general deposit
account of the Company with the Administrative Agent or, if
Competitive Loans are not made on such date because any
condition precedent to a borrowing herein specified shall
not have been met, return the amounts so received to the
respective Banks as soon as practicable.

          (c)  The Administrative Agent may assume that each
Bank that has become bound pursuant to Section 2.02(e)
hereof to provide funds for a Competitive Borrowing has made
such portion (adjusted, in the case of a refinancing
pursuant to Section 2.06 hereof, as noted in clause (i) or
(ii) of the proviso thereof, as applicable) available to the
Administrative Agent on the date of such Borrowing in
accordance with paragraph (b) above and may, in reliance
upon such assumption, make available to the Company on such
date a corresponding amount.  If the Administrative Agent
shall have so made funds available then, to the extent that
any Bank shall not have made such portion available to the
Administrative Agent, such Bank agrees to repay to the
Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the
date such amount is made available to the Company until the
date such amount is repaid to the Administrative Agent, at a
rate determined by the Administrative Agent to represent its
cost of overnight or short-term funds (which determination
shall be conclusive absent manifest error).  If such Bank
shall repay to the Administrative Agent such corresponding
amount, such amount shall constitute such Bank's Loan as
part of such Borrowing for purposes of this Agreement.

          SECTION 2.12.  Interest on Competitive Loans.
(a)  Subject to the provisions of Section 2.15, each Compet
itive Loan which is a Fixed Rate Loan shall bear interest
from and including the first day of the applicable Interest
Period to but excluding the last day of such Interest Period
at a rate per annum (computed on the basis of the actual
number of days elapsed over a year of 360 days) equal to the
fixed rate of interest offered by the Bank making such Loan
and accepted by the Company pursuant to Section 2.02.
Interest on each Fixed Rate Loan shall be payable on each
Interest Payment Date applicable thereto.

          (b)  Subject to the provisions of Sections 2.15
and 2.16, each Competitive Loan which is a Eurodollar Loan
shall bear interest from and including the first day of the
applicable Interest Period to but excluding the last day of
such Interest Period at a rate per annum (computed on the
basis of the actual number of days elapsed over a year of
360 days) equal to the LIBOR Rate for the Interest Period in
effect for such Loan plus or minus the Margin specified by a
Bank with respect to such Loan in its Competitive Bid
submitted pursuant to Section 2.02(b).  Interest on each
Eurodollar Loan shall be payable on each Interest Payment
Date applicable thereto.  The applicable LIBOR Rate for each
Interest Period shall be determined by the Administrative
Agent, and such determination shall be conclusive absent
manifest error.

          SECTION 2.13.  Standby Loans.  (a)  Each Standby
Borrowing made by the Company on any date shall be in an
integral multiple of $5,000,000 and in a minimum aggregate
principal amount of $25,000,000.  Standby Loans shall be
made ratably by the Banks in accordance with their respec
tive unutilized Commitments on the date of the Standby
Borrowing; provided, however, that the failure of any Bank
to make any Loan shall not in itself relieve any other Bank
of its obligation to lend hereunder.

          (b)  Each Standby Loan shall be a Eurodollar Loan,
a CD Loan or an Alternate Base Loan as the Company may
request subject to and in accordance with Section 2.04.
Each Bank may at its option make any Eurodollar Loan by
causing a foreign branch or affiliate of such Bank to make
such Loan; provided, however, that any exercise of such
option shall not affect the obligation of the Company to
repay such Loan.  Standby Loans of more than one interest
rate option may be outstanding at the same time.

          (c)  Subject to Section 2.06 each Bank shall make
its portion of each Standby Borrowing on the proposed date
thereof by paying the amount required to the Administrative
Agent in New York, New York in immediately available funds
not later than 12:00 noon, New York time (or, in the case of
a Standby Borrowing comprised of Alternate Base Loans, not
later than 2:30 p.m., New York time), and the Administrative
Agent shall, promptly upon receipt of such funds, credit the
amounts so received to the general deposit account of the
Company with the Administrative Agent or, if Standby Loans
are not made on such date because any condition precedent to
a Borrowing herein specified shall not have been met, return
the amounts so received to the respective Banks as soon as
practicable.

          (d)  The Administrative Agent may assume that each
Bank with an outstanding Commitment hereunder has made such
Bank's portion of such Borrowing (adjusted, in the case of a
refinancing pursuant to Section 2.06 hereof, as noted in
clause (i) or (ii) of the proviso thereof, as applicable)
available to the Administrative Agent on the date of such
Borrowing in accordance with paragraph (c) above and may, in
reliance upon such assumption, make available to the Company
on such date a corresponding amount.  If the Administrative
Agent shall have so made funds available then, to the extent
that any Bank shall not have made such portion available to
the Administrative Agent, such Bank agrees to repay to the
Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the
date such amount is made available to the Company until the
date such amount is repaid to the Administrative Agent, at a
rate determined by the Administrative Agent to represent its
cost of overnight or short-term funds (which determination
shall be conclusive absent manifest error).  If such Bank
shall repay to the Administrative Agent such corresponding
amount, such amount shall constitute such Bank's Loan as
part of such Borrowing for purposes of this Agreement.

          SECTION 2.14.  Interest on Standby Loans.
(a)  Subject to the provisions of Sections 2.15 and 2.16
each Standby Loan which is a Eurodollar Loan shall bear
interest from and including the first day of the applicable
Interest Period to but excluding the last day of such
Interest Period at a rate per annum (computed on the basis
of the actual number of days elapsed over a year of
360 days) equal to the LIBOR Rate for the Interest Period in
effect for such Loan plus the Applicable Margin for each day
during such Interest Period.  Interest on each Eurodollar
Loan shall be payable on each Interest Payment Date
applicable thereto.  The applicable LIBOR Rate for each
Interest Period shall be determined by the Administrative
Agent, and such determination shall be conclusive absent
manifest error.

          (b)  Subject to the provisions of Sections 2.15
and 2.16 each Standby Loan which is a CD Loan shall bear
interest from and including the first day of the applicable
Interest Period to but excluding the last day of such
Interest Period at a rate per annum (computed on the basis
of the actual number of days elapsed over a year of
360 days) equal to the Adjusted CD Rate for the Interest
Period in effect for such Loan plus the Applicable Margin
for each day during such Interest Period.  Interest on each
CD Loan shall be payable on each Interest Payment Date
applicable thereto.  The applicable Adjusted CD Rate shall
be determined by the Administrative Agent, and such deter
mination shall be conclusive absent manifest error.

          (c)  Subject to the provisions of Section 2.15
each Standby Loan which is an Alternate Base Loan shall bear
interest from and including the first day of the applicable
Interest Period to but excluding the last day of such
Interest Period at a rate per annum (computed on the basis
of the actual number of days elapsed over a year of 365 or
366 days, as the case may be) equal to the Alternate Base
Rate from time to time in effect for the Interest Period for
such Loan.  Interest on each Alternate Base Loan shall be
payable on each Interest Payment Date applicable thereto.
The applicable Alternate Base Rate for each Interest Period
shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

          SECTION 2.15.  Interest on Overdue Amounts.  If
the Company shall default in the payment of the principal of
or interest on any Loan or any other amount becoming due
hereunder, the Company shall on demand from time to time pay
interest, to the extent permitted by law, on such defaulted
amount up to (but not including) the date of actual payment
(after as well as before judgment) at a rate per annum
(computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days, as the case may be) equal to
the Alternate Base Rate plus 2% per annum.

          SECTION 2.16.  Alternate Rate of Interest.
(a)  In the event, and on each occasion, that on the day two
Business Days prior to the commencement of any Interest
Period for a Eurodollar Loan, the Administrative Agent shall
have determined that dollar deposits in the amount of the
requested principal amount of such Eurodollar Loan are not
generally available in the London Interbank Market, or that
the rate at which such dollar deposits are being offered
will not adequately and fairly reflect the cost to any Bank
of making or maintaining such Eurodollar Loan during such
Interest Period, or that reasonable means do not exist for
ascertaining the LIBOR Rate (such determinations to be made
in good faith), the Administrative Agent shall, as soon as
practicable thereafter, give written or facsimile notice of
such determination to the Company and the Banks.  In the
event of any such determination, any request by the Company
for a Eurodollar Loan pursuant to Section 2.04 shall, until
the circumstances giving rise to such notice no longer
exist, be deemed to be a request for an Alternate Base Loan.
Each determination by the Administrative Agent hereunder
shall be conclusive absent manifest error.  In the event of
such a determination, the Company shall have the right to
withdraw its notice of Borrowing requesting a Eurodollar
Loan at any time prior to 12:00 noon, New York time, on the
date such Loan is to be made.

          (b)  In the event, and on each occasion, that on
or before the day on which the Adjusted CD Rate for a CD
Loan is to be determined the Administrative Agent shall have
determined that such Adjusted CD Rate cannot be determined
for any reason, including the inability of the Administra
tive Agent to obtain sufficient bids in accordance with the
terms of the definition of Fixed CD Rate, or the Administra
tive Agent shall determine that the Adjusted CD Rate for
such CD Loan will not adequately and fairly reflect the cost
to any Bank of making or maintaining its CD Loan during such
Interest Period, the Administrative Agent shall, as soon as
practicable thereafter, give written or facsimile notice of
such determination to the Company and the Banks.  In the
event of any such determination, any request by the Company
for a CD Loan pursuant to Section 2.04 shall, until the
Administrative Agent shall have advised the Company and the
Banks that the circumstances giving rise to such notice no
longer exist, be deemed to be a request for an Alternate
Base Loan.  Each determination by the Administrative Agent
hereunder shall be conclusive absent manifest error.  In the
event of such a determination, the Company shall have the
right to withdraw its notice of Borrowing requesting a CD
Loan at any time prior to 10:00 a.m., New York time, on the
date such Loan is to be made.

          SECTION 2.17.  Prepayment of Loans.  (a)  Prior to
the Maturity Date the Company shall have the right to prepay
any Competitive Borrowing or Standby Borrowing at any time,
in whole or in part, subject to the requirements of
Section 2.20 but otherwise without premium or penalty, upon
at least three Business Days' prior written or facsimile
notice to the Administrative Agent; provided, however, that
each such partial prepayment shall be in an integral
multiple of $5,000,000 and in a minimum aggregate principal
amount of $10,000,000.

          (b)  On the date of any termination or reduction
of the Commitments pursuant to Section 2.09 the Company
shall pay or prepay so much of the Loans as shall be neces
sary in order that the aggregate principal amount of the
Loans outstanding will not exceed the aggregate Commitments
following such termination or reduction.  Any such payment
or prepayment shall be accomplished among the Banks ratably
based upon the aggregate amount of their Loans outstanding.
All prepayments under this paragraph shall be subject to
Section 2.20.

          (c)  Each notice of prepayment shall specify the
prepayment date and the aggregate principal amount of each
Borrowing to be prepaid, shall be irrevocable and shall
commit the Company to prepay such Borrowing by the amount
stated therein.  All prepayments under this Section shall be
accompanied by accrued interest on the principal amount
being prepaid to the date of prepayment.

          SECTION 2.18.  Reserve Requirements; Change in
Circumstances.  (a)  It is understood that the cost to the
Banks of making or maintaining any of the Loans may fluctu
ate as a result of the applicability of, or changes in,
reserve requirements imposed by the Board, including but not
limited to reserve requirements under Regulation D in
connection with Eurocurrency Liabilities (as defined in
Regulation D) at the ratios provided for in Regulation D
from time to time.  The Company agrees to pay to the Banks
from time to time, as provided in paragraph (e) below, such
amounts as shall be necessary to compensate the Banks for
the portion of the cost of making or maintaining the Loans
resulting from any such reserve requirements, it being
understood that the rates of interest applicable to the
Loans have been determined on the assumption that no such
reserve requirements exist or will exist and that such rates
do not reflect costs imposed on the Banks in connection with
such reserve requirements.

          (b)  Notwithstanding any other provision herein,
if after the date of this Agreement any change in applicable
law or regulation or in the interpretation or administration
thereof by any Governmental Authority charged with the
interpretation or administration thereof (whether or not
having the force of law) shall change the basis of taxation
of payments to any Bank of the principal of or interest on
any Eurodollar Loan, CD Loan or Fixed Rate Loan made by such
Bank or any other fees or amounts payable hereunder (other
than taxes imposed on the overall net income of such Bank by
the jurisdiction in which such Bank has its principal office
or by any political subdivision or taxing authority
therein), or shall impose, modify or deem applicable any
reserve, special deposit or similar requirement against
assets of, deposits with or for the account of, or credit
extended by, such Bank or shall impose on such Bank or the
London Interbank Market any other condition affecting this
Agreement or any Eurodollar Loan, CD Loan or Fixed Rate Loan
made by such Bank, and the result of any of the foregoing
shall be to increase the cost to such Bank of making or
maintaining any Eurodollar Loan, CD Loan or Fixed Rate Loan
or to reduce the amount of any sum received or receivable by
such Bank hereunder (whether of principal, interest or
otherwise) in respect thereof by an amount deemed by such
Bank to be material, then such additional amount or amounts
as will compensate such Bank for such additional costs or
reduction will be paid to such Bank upon demand to the
Company.

          (c)  Without limiting the generality of Sec
tion 2.18(b), if the Company shall be required by reason of
any change occurring after the date of this Agreement in
applicable law or regulation or in the interpretation or
administration thereof by any Governmental Authority charged
with the interpretation or administration thereof (whether
or not having force of law) to deduct any Taxes from or in
respect of any sum payable hereunder to any Bank (i) the sum
payable shall be increased by the amount necessary so that
after making all such required deductions (including any
deductions applicable to additional sums payable under this
Section 2.18) such Bank shall receive an amount equal to the
sum it would have received had no such deductions been made,
(ii) the Company shall make such deductions and (iii) the
Company shall pay the full amount deducted to the relevant
taxing authority or other Governmental Authority in accor
dance with applicable law.  As soon as practicable after the
date of any such payment by the Company to the relevant
taxing authority or Governmental Authority, the Company
shall deliver to the Administrative Agent proof satisfactory
to the Administrative Agent evidencing payment thereof.

          (d)  If, after the date of this Agreement, any
Bank shall have determined that the adoption of any applica
ble law, rule, regulation or guideline regarding capital
adequacy, or any change therein, or any change in the
interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with
the interpretation or administration thereof, or compliance
by any Bank (or any lending office of such Bank) with any
request or directive regarding capital adequacy (whether or
not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of
reducing the rate of return on such Bank's capital as a
consequence of its obligations hereunder to a level below
that which such Bank could have achieved but for such
adoption, change or compliance (taking into consideration
such Bank's policies with respect to capital adequacy) by an
amount deemed by such Bank to be material, then from time to
time, the Company shall pay to such Bank such additional
amount or amounts as will compensate such Bank for such
reduction.

          (e)  A certificate of each Bank setting forth such
amount or amounts as shall be necessary to compensate such
Bank (or participating banks pursuant to Article VIII) as
specified in paragraph (a), (b), (c) or (d) above, as the
case may be (such amounts to be determined in good faith),
shall be delivered by written or facsimile notice to the
Company and shall be conclusive absent manifest error.  The
Company shall pay each Bank the amount shown as due on any
such certificate within 10 Business Days after its receipt
of the same.

          (f)  Failure on the part of any Bank to demand
compensation for any increased costs or reduction in amounts
received or receivable or reduction in return on capital
with respect to any Interest Period shall not constitute a
waiver of such Bank's rights to demand compensation for any
increased costs or reduction in amounts received or receiv
able or reduction in return on capital in such Interest
Period or in any other Interest Period.  The protection of
this Section shall be available to each Bank regardless of
any possible contention of invalidity or inapplicability of
the law, regulation or condition which shall have been
imposed.

          (g)  In the event that any Bank requests from the
Company or the Company is required to pay any compensation
pursuant to this Section 2.18, the Company may, subject to
the provisions of Sections 2.17 and 2.20, provide written or
facsimile notice to such Bank (with a copy to the
Administrative Agent) that it intends to cancel the
Commitment of such Bank; provided, however, that no Commit
ment may be canceled if an Event of Default or an event
which with the passage of time or the giving of notice or
both would constitute an Event of Default shall have oc
curred and be continuing.  If the Company shall have
provided notice that it intends to cancel such Bank's
Commitment, such cancellation shall be effective (subject to
the payment of all amounts owed to such Bank) three Business
Days following receipt by such Bank (and the Administrative
Agent) of such notice.  On the date of any such
cancellation, the Company shall pay or prepay all amounts
owed or owing to the aforementioned Bank under this Agree
ment, including but not limited to principal of and interest
on all outstanding Loans made to the Company by the Bank and
the Facility Fees on the amount of the Commitment so can
celled accrued through the date of such cancellation;
provided, however, the Company shall have the right to seek
a substitute bank or substitute banks (which may be one or
more of the Banks) which satisfy all the requirements of
this Agreement to assume the Commitment of such cancelled
Bank and to purchase its outstanding Loans (without preju
dice to any obligation of the Company to prepay such Loans
under Section 2.17 hereof).  Any substitute bank shall
become a "Bank" hereunder for all purposes hereof upon
execution and delivery to the Administrative Agent and the
Company of an accession agreement, in a form to be agreed
upon at the time, indicating the Commitment of such substi
tute Bank, which Commitment shall not exceed the Commitment
previously held by any cancelled Bank.  A copy of such
agreement shall be delivered to each of the Banks.  Such
substitute Bank shall not be required to make Loans here
under until a Standby Borrowing Request has been given to
the Banks pursuant to Section 2.04 hereof.

          (h) Notwithstanding the foregoing, no Bank shall
be entitled to any compensation described in this
Section 2.18 unless, at the time it requests such
compensation, it is the policy or general practice of such
Bank 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 (i) nothing in this
Section 2.18(h) shall preclude a Bank from waiving the
collection of similar costs from one or more of its other
customers and (ii) the Administrative Agent shall have no
obligation to determine compliance by any Bank with this
paragraph (h).

          SECTION 2.19.  Change in Legality.  (a)  Notwith
standing anything to the contrary contained herein, if any
change in law or regulation or in the interpretation thereof
by any Governmental Authority charged with the administra
tion or interpretation thereof shall make it unlawful for
any Bank to make or maintain any Eurodollar Loan or to give
effect to its obligations as contemplated hereby, then, by
written notice to the Company and to the Administrative
Agent, such Bank may:

          (i) declare that Eurodollar Loans will not there
     after be made by such Bank hereunder, whereupon the
     Company shall be prohibited from requesting Standby
     Loans which are Eurodollar Loans from such Bank hereun
     der unless such declaration is subsequently withdrawn;
     and

          (ii) require that all outstanding Eurodollar Loans
     made by it be converted to Alternate Base Loans, in
     which event (A) all such Eurodollar Loans shall be
     automatically converted to Alternate Base Loans, as of
     the effective date of such notice as provided in
     paragraph (b) below and (B) all payments and prepay
     ments of principal which would otherwise have been
     applied to repay the converted Eurodollar Loans shall
     instead be applied to repay Alternate Base Loans
     resulting from the conversion of such Eurodollar Loans.

          (b)  For purposes of this Section, a notice to the
Company by any Bank pursuant to paragraph (a) above shall be
effective, if lawful, on the last day of the then current
Interest Period; in all other cases, such notice shall be
effective on the date of receipt by the Company.

          SECTION 2.20.  Indemnity.  The Company shall
indemnify each Bank against any loss or expense which such
Bank may sustain or incur as a consequence of (a) any
failure by the Company to fulfill on the date of any Borrow
ing hereunder the applicable conditions set forth in Arti
cle IV, (b) any failure by the Company to borrow hereunder
after irrevocable notice of Borrowing pursuant to Article II
has been given or after bids have been accepted, (c) any
payment, prepayment or conversion of a Eurodollar Loan, CD
Loan or Fixed Rate Loan required or permitted by any other
provision of this Agreement or otherwise made on a date
other than the last day of the applicable Interest Period,
(d) any default in the payment or prepayment of the prin
cipal amount of any Loan or any part thereof or interest
accrued thereon, as and when due and payable (at the due
date thereof, by irrevocable notice of prepayment or other
wise), or (e) the occurrence of any Event of Default, in
each such case including, but not limited to, any loss or
reasonable expense sustained or incurred or to be sustained
or incurred in liquidating or employing deposits from third
parties acquired to effect or maintain such Loan or any part
thereof as a Eurodollar Loan, CD Loan or Fixed Rate Loan.
Such loss or reasonable expense shall include, without
limitation, an amount equal to the excess, if any, as
reasonably determined by each Bank of (i) its cost of
obtaining the funds for the Loan being paid, prepaid or
converted or not borrowed (based on the LIBOR Rate or
Adjusted CD Rate or, in the case of a Fixed Rate Loan, the
fixed rate of interest applicable thereto) for the period
from the date of such payment, prepayment or conversion or
failure to borrow to the last day of the Interest Period for
such Loan (or, in the case of a failure to borrow, the
Interest Period for such Loan which would have commenced on
the date of such failure to borrow) over (ii) the amount of
interest (as reasonably determined by such Bank) that would
be realized by such Bank in reemploying the funds so paid,
prepaid or converted or not borrowed for such period or
Interest Period, as the case may be.  A certificate of each
Bank setting forth any amount or amounts which such Bank is
entitled to receive pursuant to this Section (such amounts
to be determined in good faith) shall be delivered to the
Company through the Administrative Agent and shall be
conclusive absent manifest error.

          SECTION 2.21.  Pro Rata Treatment.  Except as
permitted under Section 2.19, (i) each payment or prepayment
of principal and each payment of interest with respect to a
Competitive Borrowing or a Standby Borrowing shall be made
pro rata among the Banks in accordance with the respective
principal amounts of the Loans extended by each Bank, if
any, with respect to such Competitive Borrowing or Standby
Borrowing, (ii) refinancings of Competitive Loans with
Standby Loans and Standby Loans which are not refinancings
of other Loans shall be made pro rata among the Banks in
accordance with their respective unutilized Commitments and
(iii) each reduction of the Commitments shall be made pro
rata among the Banks in accordance with their respective
Commitments.

          SECTION 2.22.  Sharing of Setoffs.  Each Bank
agrees that if it shall, through the exercise of a right of
banker's lien, setoff or counterclaim against the Company,
including, but not limited to, a secured claim under Sec
tion 506 of Title 11 of the United States Code or other
security or interest arising from, or in lieu of, such
secured claim, received by such Bank under any applicable
bankruptcy, insolvency or other similar law or otherwise,
obtain payment (voluntary or involuntary) in respect of
Loans made by it as a result of which the unpaid principal
portion of the Standby Loans made by it shall be
proportionately less than the unpaid principal portion of
the Standby Loans made by any other Bank, it shall be deemed
to have simultaneously purchased from such other Bank a
participation in the Standby Loans made by such other Bank,
so that the aggregate unpaid principal amount of the Standby
Loans and the participations in Standby Loans made by each
Bank shall be in the same proportion to the aggregate unpaid
principal amount of all Standby Loans then outstanding as
the principal amount of the Standby Loans made by it prior
to such exercise of banker's lien, setoff or counterclaim
was to the principal amount of all Standby Loans outstanding
prior to such exercise of banker's lien, setoff or
counterclaim; provided, however, that if any such purchase
or purchases or adjustments shall be made pursuant to this
Section and the payment giving rise thereto shall thereafter
be recovered, such purchase or purchases or adjustments
shall be rescinded to the extent of such recovery and the
purchase price or prices or adjustment restored without
interest.  The Company expressly consents to the foregoing
arrangements and agrees that any Bank holding a
participation in a Standby Loan deemed to have been so
purchased may exercise any and all rights of banker's lien,
setoff or counterclaim with respect to any and all moneys
owing by the Company to such Bank as fully as if such Bank
had made a Loan directly to the Company in the amount of
such participation.

          SECTION 2.23.  Tax Forms.  Each Bank that is
organized under the laws of any jurisdiction other than the
United States, any State thereof or the District of Columbia
(a "Non-U.S. Bank") shall deliver to each of the Company and
the Administrative Agent one copy of either United States
Internal Revenue Service Form 1001 or Form 4224, or, in the
case of a Non-U.S. Bank claiming exemption from U.S. Federal
withholding tax under Section 871(h) or 881(c) of the Code
with respect to payments of "portfolio interest", a Form
W-8, or any subsequent versions thereof or successors
thereto (and, if such Non-U.S. Bank delivers a Form W-8, a
certificate representing that such Non-U.S. Bank is not a
bank for purposes of Section 881(c) of the Code, is not a
10-percent shareholder (within the meaning of
Section 871(h)(3)(B) of the Code) of the Company and is not
a controlled foreign corporation related to the Company
(within the meaning of Section 864(d)(4) of the Code)),
properly completed and duly executed by such Non-U.S. Bank
claiming complete exemption from, or reduced rate of,
U.S. Federal withholding tax on payments by the Company
under this Agreement and the other Loan Documents.  Such
forms shall be delivered by each Non-U.S. Bank on or before
the date it becomes a party to this Agreement (or, in the
case of a participation holder or assignee, on or before the
date such participation holder or assignee becomes entitled
to benefits hereunder) and on or before the date, if any,
such Non-U.S. Bank changes its applicable lending office by
designating a different lending office.  In addition, each
Non-U.S. Bank shall deliver such forms promptly upon
becoming aware of the obsolescence or invalidity of any form
previously delivered by such Non-U.S. Bank.  Notwithstanding
any other provision of this Section 2.23, a Non-U.S. Bank
shall not be required to deliver any form pursuant to this
Section 2.23 that such Non-U.S. Bank is not legally able to
deliver.  Nothing contained in this Section 2.23 shall
require any Bank to make available any of its tax returns
(or any other information that it deems to be confidential
or proprietary).  Unless the Company and the Administrative
Agent have received such forms or other documents satis
factory to them indicating that payments hereunder are not
subject to United States withholding tax or are subject to
such tax at a rate reduced by an applicable tax treaty, the
Company shall withhold Taxes from such payments (other than
Taxes required to be deducted from such payments by reason
of any change occurring after the date of this Agreement as
provided in Section 2.18(c)) at the applicable statutory
rate in the case of payments to or for any Non-U.S. Bank.


III.  REPRESENTATIONS AND WARRANTIES

          The Company represents and warrants to each of the
Banks that:

          SECTION 3.01.  Corporate Existence.  The Company
(a) is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware;
(b) has all requisite corporate power and all material
governmental licenses, authorizations, consents and approv
als necessary to own its assets and carry on its business as
now being or as proposed to be conducted; and (c) is duly
qualified to do business and is in good standing in all
jurisdictions in which the nature of the business conducted
by it makes such qualification necessary and where failure
so to qualify would have a material adverse effect on the
consolidated financial condition or operations, or the
prospects or business taken as a whole, of the Company and
the consolidated Subsidiaries.

          SECTION 3.02.  Subsidiaries.  Set forth in
Schedule 1 hereto is a complete and correct list of all
Subsidiaries of the Company as of July 31, 1995.  Except as
disclosed in said Schedule 1, on the date of this Agreement
the Company and/or one or more of the Subsidiaries own, free
and clear of all Liens, all of the shares (except director's
qualifying shares) of the capital stock (or other ownership
interests) of all Subsidiaries and all such shares are
validly issued, fully paid and nonassessable.  Except as
disclosed in said Schedule 1, each Subsidiary is a
corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation
and is duly qualified to transact business and is in good
standing in all jurisdictions in which the nature of the
business conducted by it makes such qualification necessary
(except where failure to be so organized, existing or in
good standing or to so qualify could not have a material
adverse effect on the ability of the Company to perform its
obligations under this Agreement).

          SECTION 3.03.  Authorization.  The Company has all
requisite corporate power to make, deliver and perform, as
applicable, this Agreement (and any Notes) and to make
Borrowings hereunder and has taken all necessary corporate
action to authorize such Borrowings on the terms and
conditions of this Agreement and to authorize the execution,
delivery and performance of this Agreement (and any Notes).
Such actions by the Company will not (i) require any consent
or approval of the shareholders of the Company or any
Subsidiary, (ii) violate any provision of any law, rule,
regulation (including, without limitation, Regulation G, T,
U or X), order, writ, judgment, injunction, decree,
determination or award presently in effect having
applicability to the Company or any Subsidiary or of the
charter or by-laws of the Company or any Subsidiary,
(iii) result in a breach of or constitute a default under
any indenture or loan or credit agreement or any other
agreement, lease or instrument to which the Company or any
Subsidiary is a party or by which it or its properties may
be bound or affected, or (iv) result in, or require the
creation or imposition of, any mortgage, deed of trust,
pledge, lien, security interest or encumbrance of any nature
upon or with respect to any of the properties now owned or
hereafter acquired by the Company or any Subsidiary.

          SECTION 3.04.  Governmental Approval.  No regis
tration with or consent or approval of, or other action by,
any Governmental Authority is or will be required in
connection with the execution, delivery and performance of
this Agreement (or any Note) or the Borrowings hereunder by
the Company.

          SECTION 3.05.  Enforceability.  This Agreement
constitutes (and any Note, as and when duly executed and
delivered by the Company, will constitute) a legal, valid
and binding obligation of the Company, enforceable in
accordance with its terms (subject, as to the enforcement of
remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium and similar laws affecting creditors'
rights generally).

          SECTION 3.06.  Financial Statements.  (a)  The
audited consolidated balance sheet of the Company and the
consolidated Subsidiaries as at December 31, 1994, and the
related consolidated statements of operations, shareholders'
equity and cash flows of the Company and the consolidated
Subsidiaries for the fiscal year ended on said date, with
the opinion thereon of Ernst & Young, and the unaudited
condensed consolidated balance sheet of the Company and the
consolidated Subsidiaries as at March 31, 1995, and the
related condensed consolidated statements of operations and
cash flows of the Company and the consolidated Subsidiaries
for the three-month period ended on such date, heretofore
furnished to each of the Banks, are complete and correct in
all material respects and fairly present the consolidated
financial condition of the Company and the consolidated
Subsidiaries as at said date and the consolidated results of
their operations for the fiscal year and three-month period
ended on said dates (subject, in the case of such financial
statements as at March 31, 1995, to normal year-end audit
adjustments), all in accordance with generally accepted
accounting principles and practices applied on a consistent
basis.  Since December 31, 1994, there has been no change in
the consolidated financial condition or consolidated opera
tions, or the prospects or business taken as a whole, of the
Company and the consolidated Subsidiaries from that set
forth in said audited consolidated financial statements as
at said date which change could have a material adverse
effect on the ability of the Company to perform its obliga
tions under this Agreement.

          (b)  Each of the respective annual statements of
the Restricted Subsidiaries for the year ended December 31,
1994, as heretofore filed with the relevant insurance
regulators and furnished to each of the Banks, fairly
presents the financial condition and results of operations
of the entity to which said statement relates as at said
date in accordance with the statutory accounting principles
required by law to be applied in the preparation thereof.

          SECTION 3.07.  Litigation; Compliance with Laws.
(a) Except as disclosed to the Banks in writing prior to the
date hereof, there are not any actions, suits or proceedings
at law or in equity or by or before any Governmental
Authority now pending or, to the knowledge of the Company,
threatened against or affecting the Company or any
Subsidiary or the businesses, assets or rights of the
Company or any Subsidiary (i) which involve this Agreement
or any of the transactions contemplated hereby or (ii) as to
which there is a reasonable possibility of an adverse
determination and which, if adversely determined, could,
individually or in the aggregate, materially impair the
ability of the Company and the Subsidiaries taken as a whole
to conduct business substantially as now conducted, or
materially and adversely affect the businesses, assets,
operations, prospects or condition, financial or otherwise,
of the Company and the Subsidiaries taken as a whole, or
impair the validity or enforceability of or the ability of
the Company to perform its obligations under this Agreement.

          (b)  Neither the Company nor any Subsidiary is in
violation of any law, or in default with respect to any
judgment, writ, injunction, decree, rule or regulation of
any court or governmental agency or instrumentality, where
such violation or default could have a materially adverse
effect on the businesses, assets, operations, prospects or
condition, financial or otherwise, of the Company and the
Subsidiaries taken as a whole.

          SECTION 3.08.  Federal Reserve Regulations.
(a)  Neither the Company nor any Subsidiary is engaged
principally, or as one of its important activities, in the
business of extending credit for the purpose of purchasing
or carrying Margin Stock.

          (b)  No part of the proceeds of the Loans will be
used, whether directly or indirectly, and whether immediate
ly, incidentally or ultimately, (i) to purchase or carry
Margin Stock or to extend credit to others for the purpose
of purchasing or carrying Margin Stock or to refund indebt
edness originally incurred for such purpose or (ii) for any
purpose which entails a violation of, or which is inconsis
tent with, the provisions of the Regulations of the Board,
including, without limitation, Regulations G, T, U and X
thereof.

          SECTION 3.09.  Taxes.  United States Federal
income tax returns of the Company and the Subsidiaries have
been examined and closed through the fiscal year of the
Company ended December 31, 1988.  Each of the Company and
the Subsidiaries has filed all United States Federal income
tax returns and all other material tax returns which are
required to be filed by it and has paid all taxes due
pursuant to such returns or pursuant to any assessment
received by the Company or any of the Subsidiaries except
where failure to pay such amounts would not have a material
adverse effect on the Company's ability to perform its
obligations under this Agreement.  The charges, accruals and
reserves on the books or other records of the Company and
the Subsidiaries in respect of taxes and other governmental
charges are, in the reasonable opinion of the Company,
adequate.

          SECTION 3.10.  Employee Benefit Plans.  Each of
the Company and its ERISA Affiliates is in compliance in all
material respects with the applicable provisions of ERISA
and the Code and the regulations and published
interpretations thereunder.  No ERISA Event has occurred or
is reasonably expected to occur that, when taken together
with all other such ERISA Events, could reasonably be
expected to result in material liability of the Company or
any of its ERISA Affiliates.  The present value of all
benefit liabilities under each Plan (based on those
assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the last annual
valuation date applicable thereto, exceed by more than
$5,000,000 the fair market value of the assets of such Plan,
and the present value of all benefit liabilities of all
underfunded Plans (based on those assumptions used for
purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the last annual valuation dates
applicable thereto, exceed by more than $10,000,000 the fair
market value of the assets of all such underfunded Plans.

          SECTION 3.11.  Agreements.  None of the Company or
any of the Subsidiaries is a party to any agreement or
instrument or subject to any corporate restriction that has
a material and adverse effect on the business, properties,
assets, operations, prospects or condition, financial or
otherwise, of the Company or of the Company and the Subsidi
aries taken as a whole.  None of the Company or any of the
Subsidiaries is in default in the payment or performance or
observance of any contract, agreement or other instrument to
which it is a party or by which it or its properties or
assets may be bound, which individually or together with all
other such defaults could have a material adverse effect on
the consolidated financial condition or operations, or the
prospects or business taken as a whole, of the Company and
the consolidated Subsidiaries.  Schedule 2 hereto is a
complete and correct list, as of July 31, 1995 (except where
otherwise noted thereon), of each credit agreement, loan
agreement, indenture, purchase agreement, guarantee or other
arrangement (other than any uncommitted line of credit)
providing for or otherwise relating to any extension of
credit (or commitment for any extension of credit) to, or
guarantee by, the Company or any Subsidiary (other than
Providian Bancorp and its subsidiaries) the aggregate
principal or face amount of which equals or exceeds (or may
equal or exceed) $10,000,000.  Each of the Company and the
Subsidiaries has good title to its properties and assets
free and clear of all Liens, other than Liens described in
said Schedule 2.

          SECTION 3.12.  Title to Properties; Possession
Under Lease.  The Company and the Subsidiaries have good and
marketable title to, or valid leasehold interests in, all
their properties and assets, except for such properties as
are no longer used or useful in the conduct of their busi
nesses or as have been disposed of in the ordinary course of
business and except for minor defects in title that do not
interfere with the ability of the Company or any of the
Subsidiaries to conduct their businesses as now conducted.
All such assets and properties are free and clear of all
mortgages, pledges, liens, charges, security interests and
other encumbrances other than those permitted by Sec
tion 5.09 and those Liens described in Schedule 2.

          SECTION 3.13.  Environmental Matters.  To the
knowledge of the Company,

          (a) the properties owned or operated by the
     Company and the Subsidiaries (the "Properties") do not
     contain any Hazardous Materials in amounts or
     concentrations that (i) constitute or constituted a
     violation of, or (ii) could give rise to liability
     under, Environmental Laws;

          (b) the Properties and all operations of the
     Company and the Subsidiaries are in compliance, and in
     all prior periods have been in compliance, with all
     Environmental Laws and Environmental Permits and all
     Environmental Permits have been obtained and are in
     effect;

          (c) there have been no Releases or threatened
     Releases at, from, under or proximate to the Properties
     or otherwise in connection with the operations of the
     Company or the Subsidiaries;

          (d) none of the Company and the Subsidiaries has
     received any notice of an Environmental Claim in
     connection with the Properties or the operations of the
     Company or any Subsidiary or with regard to any person
     whose liabilities for environmental matters the Company
     or any Subsidiary has retained or assumed, in whole or
     in part, contractually, by operation of law or
     otherwise, nor do the Company and the Subsidiaries have
     reason to believe that any such notice will be received
     or is being threatened; and

          (e) Hazardous Materials have not been transported,
     generated, treated, stored or disposed of from, at, on
     or under any of the Properties in violation of, or in a
     manner that could give rise to liability under, any
     Environmental Law, nor have any of the Company and the
     Subsidiaries retained or assumed any liability,
     contractually, by operation of law or otherwise, with
     respect to the generation, treatment, storage or
     disposal of Hazardous Materials,

to the extent any such events or conditions enumerated in
paragraphs (a) through (e) above, individually or in the
aggregate, could result in any liability, obligation, loss
or reduction in value which could have a material adverse
effect on the businesses, assets, operations, prospects or
condition, financial or otherwise, of the Company and the
Subsidiaries taken as a whole.

          SECTION 3.14.  No Material Misstatements.  No
information, report, financial statement, exhibit or sched
ule prepared or furnished by or on behalf of the Company to
any Bank in connection with this Agreement or included
herein contained or contains any material misstatement of
fact or omitted or omits to state any material fact
necessary to make the statements therein, in the light of
the circumstances under which they were made, not mis
leading.

          SECTION 3.15.  Investment Company Act; Public
Utility Holding Company Act.  None of the Company or any of
the Subsidiaries is an "investment company" as defined in,
or subject to regulation under, the Investment Company Act
of 1940, as amended.  None of the Company or any of the
Subsidiaries is a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding
Company Act of 1935, as amended.


IV.  CONDITIONS OF LENDING

          SECTION 4.01.  All Borrowings.  The obligations of
each of the Banks to make Loans hereunder on the date of
each Borrowing hereunder, including each refinancing of any
Loan with a new Loan as contemplated by Section 2.06, shall
be subject to the following conditions precedent:

          (a)  The Administrative Agent shall have received
     a notice of such Borrowing as required by Sec
     tion 2.02(d) or Section 2.04, as applicable.

          (b)  The representations and warranties set forth
     in Article III shall be true and correct in all materi
     al respects on and as of the date of such Borrowing
     with the same effect as if made on and as of such date.

          (c)  The Company shall be in compliance with all
     the terms and provisions set forth herein on its part
     to be observed or performed, and at the time of and
     immediately after such Borrowing no Event of Default or
     event which upon notice or lapse of time or both would
     constitute an Event of Default shall have occurred and
     be continuing.

Each Borrowing hereunder shall be deemed to be a representa
tion and warranty by the Company on the date of such Borrow
ing as to the matters specified in paragraphs (b) and (c) of
this Section 4.01.  Notwithstanding the other provisions of
this Section 4.01, the refinancing of a Standby Loan with a
new Standby Loan that does not increase the outstanding
aggregate principal amount of the Standby Loans of any Bank
shall be subject only to the satisfaction of the conditions
that (i) on the date of such new Standby Loan, the Company
certifies that the representations and warranties set forth
in Section 3.07 are true and correct on and as of such date
as though made on and as of such date and (ii) at the time
of and immediately after such new Standby Loan, no Event of
Default or event which upon notice or lapse of time or both
would constitute an Event of Default shall have occurred and
be continuing.

          SECTION 4.02.  First Borrowing.  The obligation of
the Banks to make Loans hereunder on the Closing Date is
subject to the following additional conditions precedent:

          (a)  The Administrative Agent, on behalf of the
     Banks, shall have received a favorable written opinion
     of the Company's counsel, substantially in the form set
     forth as Exhibit C hereto, dated the Effective Date,
     addressed to the Banks.

          (b)  As of the Effective Date, all legal matters
     incident to this Agreement and the Borrowings hereunder
     shall be satisfactory to Cravath, Swaine & Moore,
     special counsel for the Arranger and the Administrative
     Agent.

          (c)  On or before the Effective Date, the Adminis
     trative Agent, on behalf of the Banks, shall have
     received (i) a copy of the Company's certificate of
     organization and all amendments thereto, certified by
     the Secretary of State of Delaware; (ii) a certificate
     of such Secretary of State, dated as of a recent date,
     as to the good standing, legal existence and charter
     documents of the Company on file in the office of such
     Secretary of State; (iii) a certificate of the Secre
     tary or an Assistant Secretary of the Company dated the
     Effective Date and certifying (A) that attached thereto
     is a true and complete copy of the by-laws of the
     Company as in effect on the date of such certificate,
     (B) that attached thereto is a true and complete copy
     of resolutions adopted by the Board of Directors of the
     Company authorizing the execution, delivery and per
     formance of this Agreement (and any Notes) and the
     Borrowings hereunder, (C) that the certificate of
     incorporation of the Company has not been amended since
     the date of the last amendment thereto indicated on the
     certificate of the Secretary of State furnished
     pursuant to clause (ii) above and (D) as to the
     incumbency and specimen signature of each officer of
     the Company executing this Agreement or any other
     document delivered in connection herewith or therewith;
     (iv) a certificate, dated the Closing Date and signed
     by the principal executive officer and the principal
     financial officer of the Company, confirming compliance
     with the conditions precedent set forth in
     paragraphs (b) and (c) of Section 4.01 and (v) such
     other documents as any Bank or Cravath, Swaine & Moore,
     special counsel for the Arranger and the Administrative
     Agent, may reasonably request.

          (d)  As of the Effective Date, all rights and
     obligations of the Company under or with respect to the
     Syndicated Credit Facility Agreement dated as of
     August 10, 1990, including any notes issued and
     outstanding thereunder, shall have been terminated or
     repaid and such Agreement shall have been terminated.


V.   COVENANTS

          The Company covenants and agrees with each Bank
that, so long as this Agreement shall remain in effect or
the principal of or interest on any Loan, the Facility Fee,
any Arrangement Fee or any other amounts or expenses payable
hereunder shall be unpaid:

          SECTION 5.01.  Financial and Other Information.
The Company shall deliver to each of the Banks and the
Administrative Agent:

          (a) as soon as available and in any event within
     60 days after the end of each of the first three
     quarterly periods of each fiscal year of the Company, a
     copy of the quarterly report filed by the Company with
     the SEC on Form 10-Q in respect of such fiscal period,
     or if the Company is not required to file such a report
     in respect of such quarterly period, a condensed
     consolidated statement of operations of the Company and
     the consolidated Subsidiaries for such period (setting
     forth in comparative form the corresponding figures for
     the corresponding period in the preceding fiscal year)
     and a condensed consolidated statement of cash flows of
     the Company and the consolidated Subsidiaries for the
     period from the beginning of the respective fiscal year
     to the end of such period, and the related consolidated
     balance sheet as at the end of such period (setting
     forth in comparative form the corresponding figures as
     at the end of the preceding fiscal year), accompanied
     by a certificate of a senior financial officer of the
     Company, which certificate shall state that said
     financial statements fairly present the consolidated
     financial condition and results of operations of the
     Company and the consolidated Subsidiaries in accordance
     with generally accepted accounting principles, consis
     tently applied, as at the end of, and for, such period
     (subject to normal year-end audit adjustments);

          (b) as soon as available and in any event within
     120 days after the end of each fiscal year of the
     Company, a copy of the report filed by the Company with
     the SEC on Form 10-K in respect of such fiscal year,
     accompanied by the Company's annual report in respect
     of such fiscal year or, if the Company is not required
     to file such a report in respect of such fiscal year,
     consolidated statements of operations, shareholders'
     equity and cash flows of the Company and the consoli
     dated Subsidiaries for such year and the related
     consolidated balance sheet as at the end of such year,
     setting forth in each case in comparative form the
     corresponding 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 financial
     statements fairly present the consolidated financial
     condition and results of operations of the Company and
     the consolidated Subsidiaries as at the end of, and
     for, such fiscal year, and a certificate of such
     accountants stating that, in making the examination
     necessary for their opinion, they obtained no knowl
     edge, except as specifically stated, of any Event of
     Default;

          (c) as soon as available and in any event within
     120 days after the end of each fiscal year of the
     Company, the annual statement of each Restricted
     Subsidiary for such fiscal year as filed with the
     insurance regulators supervising such Restricted
     Subsidiary, each such Statement to be prepared in
     accordance with the statutory accounting principles
     required by law to be applied in the preparation
     thereof and to be accompanied by an opinion of a senior
     financial officer of the Restricted Subsidiary to which
     such Statement relates stating that such Statement
     fairly presents the financial condition of such
     Restricted Subsidiary in accordance with such statutory
     accounting principles;

          (d) promptly upon their becoming available, copies
     of all registration statements and regular periodic
     reports which the Company shall have filed with the SEC
     or any national securities exchange;

          (e) promptly upon the mailing thereof to the
     shareholders of the Company generally, copies of all
     financial statements, reports and proxy statements so
     mailed;

          (f) as soon as possible after, and in any event
     within ten days after the Company or any ERISA
     Affiliate knows or has reason to know that, any ERISA
     Event has occurred or exists that, alone or together
     with any other ERISA Events that have occurred, could
     reasonably be expected to result in liability of any of
     the Company and the Subsidiaries in an aggregate amount
     exceeding $10,000,000 or requires payments exceeding
     $5,000,000 in any year, a statement of a Financial
     Officer of the Company setting forth details respecting
     such ERISA Event and the action, if any, which the
     Company or its ERISA Affiliate proposes to take with
     respect thereto (and a copy of any report or notice
     required to be filed with or given to the PBGC by the
     Company or an ERISA Affiliate with respect to such
     event or condition);

          (g) promptly after the Company knows or has reason
     to know that any Event of Default has occurred, a
     notice of such Event of Default, describing the same in
     reasonable detail and stating that such notice is a
     "Notice of Event of Default"; and

          (h) from time to time such other information
     regarding the business, affairs or financial condition
     of the Company or any of the Subsidiaries (including,
     without limitation, any Plan and any reports or other
     information required to be filed under ERISA) as any
     Bank or the Administrative Agent may reasonably re
     quest.

The Company will furnish to each Bank and the Administrative
Agent, at the time it furnishes each report or set of
financial statements pursuant to paragraph (a) or (b) above,
a certificate of a senior financial officer of the Company
to the effect that no Event of Default has occurred and is
continuing (or, if any Event of Default has occurred and is
continuing, describing the same in reasonable detail), and
will furnish to each Bank, at the time it furnishes each set
of statutory statements pursuant to paragraph (c) above, a
certificate of a senior financial officer of the Company to
the effect that no change has occurred in the statutory
principles applied in the preparation of the statutory
statements most recently furnished to the Banks in
connection with this Agreement (or, if any change has
occurred, describing the same in reasonable detail).

          SECTION 5.02.  Litigation and Other Notices.
(a)  The Company shall promptly give to the Administrative
Agent (and the Administrative Agent shall promptly
thereafter give to the Banks) notice upon becoming aware of
any reduction or withdrawal in the Rating established by
Moody's, S&P or Duff & Phelps.

          (b)  The Company shall promptly give to each Bank
and the Administrative Agent notice of the following:

           any legal or arbitral proceeding, and of any
     proceeding before any Governmental Authority, affecting
     the Company or any of the Subsidiaries which could have
     a material adverse effect on the consolidated financial
     condition or operations, or the prospects or business
     taken as a whole, of the Company and the consolidated
     Subsidiaries; and

           any development in the business or affairs of the
     Company or any Subsidiary which has resulted in or
     which is likely, in the reasonable judgment of the
     Company, to result in a material adverse change in the
     business, assets, operations or condition (financial or
     otherwise) of the Company or of the Company and the
     Subsidiaries taken as a whole.

          SECTION 5.03.  Corporate Existence, etc.  (a)  The
Company shall, and shall cause each of its Restricted
Subsidiaries to, preserve and maintain its corporate exis
tence (provided that nothing in this Section 5.03(a) shall
prevent any merger or consolidation permitted under clause
(a) or (b) of Section 5.08 hereof).

          (b)  The Company shall, and shall cause each of
the Subsidiaries to:  preserve and maintain all rights,
privileges, franchises and licenses (including insurance
licenses) which are material to the consolidated financial
condition or operations, or the prospects or business taken
as a whole, of the Company and the consolidated Subsidiar
ies; comply with the requirements of all applicable laws,
rules, regulations (including environmental regulations) and
orders of Governmental Authorities if failure to comply with
such requirements would materially and adversely affect such
condition, operations, prospects or business; 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 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; maintain each item of property used or
useful in its business in good working order and condition
(ordinary wear and tear excepted) unless failure to so
maintain such item would not materially and adversely affect
such condition, operations, prospects or business; permit
representatives of any Bank or the Administrative Agent,
during normal business hours, to examine, copy and make
extracts from its books and records, to inspect its proper
ties, and to discuss its business and affairs with its
officers, all to the extent reasonably requested by such
Bank or the Administrative Agent (as the case may be); and
keep insured by financially sound and reputable insurers all
property of a character usually insured by corporations
engaged in the same or similar business similarly situated
against loss or damage of the kinds and in the amounts
customarily insured against by such corporations and carry
such other insurance as is usually carried by such corpora
tions; provided, however, that to the extent it would be
consistent with the foregoing to do so, the Company and the
Subsidiaries may self-insure against loss or damage.

          SECTION 5.04.  Regulation U.  Upon the request of
any Bank, the Company will furnish to such Bank a duly
executed Form U-l statement in conformity with the require
ments of Regulation U.

          SECTION 5.05.  Senior Funded Indebtedness.  The
Company will not at any time permit Senior Funded Indebted
ness to exceed 70% of Shareholders' Equity.

          SECTION 5.06.  Statutory Surplus.  The Company
will cause the Designated Insurance Subsidiaries to maintain
Statutory Surplus during each fiscal year ending on a date
specified below in an amount not less than that set forth
opposite such date:

     December 31, 1995               $750,000,000
     December 31, 1996               $770,000,000
     December 31, 1997               $790,000,000
     December 31, 1998               $810,000,000
     December 31, 1999               $830,000,000
     December 31, 2000               $850,000,000

          SECTION 5.07.  Ownership of Restricted Subsidiar
ies.  The Company will at all times directly or indirectly
own, free and clear of any Liens, 100% of the issued and
outstanding shares of each class of stock of each Restricted
Subsidiary (other than directors' qualifying shares).

          SECTION 5.08.  Merger, Acquisition and Sale of
Assets.  The Company will not merge or consolidate with or
into any other person or effect any acquisition, and will
not permit any Restricted Subsidiary to merge or consolidate
with or into any other person, to effect any acquisition or
to sell, lease, transfer or otherwise dispose of any of its
assets, and will not permit any other Subsidiary to effect
any acquisition; provided that nothing in this Section 5.08
shall prevent:  (a) the merger or consolidation of any
Restricted Subsidiary or Wholly-Owned Subsidiary into or the
sale of any assets of any Restricted Subsidiary to the
Company, another Restricted Subsidiary or any other Wholly-
Owned Subsidiary of the Company newly organized under the
laws of the United States, any State thereof or the District
of Columbia for the sole purpose of merging or consolidating
two or more of the Restricted Subsidiaries; (b) the merger
or consolidation of any Restricted Subsidiary or Wholly-
Owned Subsidiary with or into any Restricted Subsidiary;
(c) the Company or any Restricted Subsidiary from merging or
consolidating with any other person so long as (i) the
Company or such Restricted Subsidiary shall be the surviving
corporation in such merger or consolidation and (ii) immedi
ately thereafter and after giving effect thereto, no Event
of Default will have occurred and be continuing; (d) the
Company or any Restricted Subsidiary from selling and
leasing back real estate assets; (e) any Restricted Sub
sidiary from disposing of Investments (other than Invest
ments in Subsidiaries significantly engaged in the Life
Insurance Business) in the ordinary course of its business;
(f) the sale of any assets of any Restricted Subsidiary
other than as permitted in (d) or (e) above;  provided that
the aggregate fair market value of the consideration
received by all Restricted Subsidiaries taken as a whole
prior to the Maturity Date shall not exceed an amount equal
to 10% of all assets of the Company and its Subsidiaries
(excluding the assets of Providian Bancorp and its subsid
iaries) as at December 31, 1994, computed and consolidated
in accordance with generally accepted accounting principles;
or (g) the Company and/or any of the Subsidiaries from
effecting any acquisition so long as immediately thereafter
and after giving effect thereto, no Event of Default will
have occurred and be continuing.

          SECTION 5.09.  Liens.  Neither the Company nor any
of the Subsidiaries will create, incur, assume or suffer to
exist any Lien upon any of its properties or assets, whether
now owned or hereafter acquired, securing any Indebtedness
of the Company or any of the Subsidiaries, except (a) Liens
existing on the date of this Agreement and disclosed in the
financial statements referred to in Section 3.06 or the
notes thereto, (b) purchase money Liens on real and tangible
personal property acquired after the date hereof, and Liens
on real or tangible personal property acquired after the
date hereof incurred in connection with any Capital Lease
Obligation, provided in each case such Lien is created
contemporaneously with such acquisition, the Indebtedness
secured by any such Lien does not exceed the cost of the
respective property covered thereby and such Lien attaches
only to the property so acquired and fixed improvements
thereto, (c) Liens on assets of persons which become Subsid
iaries of the Company as a result of any acquisition permit
ted pursuant to Section 5.08 hereof so long as such Liens
existed at the time of such acquisition and were not created
in contemplation thereof, (d) renewals and extensions of any
Lien permitted under clause (b) or (c) of this Section 5.09
to the extent that the principal amount of the Indebtedness
secured by such Lien is not increased with such renewal or
extension, (e) Liens presently existing or hereafter created
on or in respect of receivables of any subsidiary of
Providian Bancorp, (f) Liens granted solely in favor of the
Company or one or more of the Subsidiaries securing
intercompany obligations of the Company or one or more of
the Subsidiaries, and (g) any other Liens upon properties or
assets so long as the higher of book or market value of the
properties or assets (or portions thereof) to which such
Liens relate at no time prior to the Maturity Date exceeds
$500,000,000.

          SECTION 5.10.  Subsidiaries.  The Company shall
promptly notify the Banks through the Administrative Agent
of any additions to or deletions from the list of Restricted
Subsidiaries set forth as part of Schedule 1 hereto, and of
failure by the Company or one or more of the Subsidiaries to
continue to own free and clear of all Liens any shares of
the capital stock (or other ownership interests) of any of
such Subsidiaries which the Company so owns on the date
hereof (except where such failure would not have a material
adverse effect on the ability of the Company to perform its
obligations under this Agreement).

          SECTION 5.11.  Pari Passu.  The Company shall
ensure that any of its payment obligations under this Agree
ment will at all times rank at least equally and ratably in
all respects with its other senior unsecured Indebtedness.

          SECTION 5.12.  Compliance with Environmental Laws.
The Company shall comply, and cause all lessees and other
persons occupying or operating its Properties to comply, in
all material respects with all Environmental Laws and
Environmental Permits applicable to its material operations
and Properties; obtain and renew all material Environmental
Permits necessary for its operations and material
Properties; and conduct any material Remedial Action in
accordance with Environmental Laws.

          SECTION 5.13.  Preparation of Environmental
Reports.  If a default caused by reason of a breach of
Section 3.13 or 5.12 shall have occurred and be continuing,
at the request of the Required Banks through the
Administrative Agent, the Company shall provide to the Banks
within 45 days after such request, at the expense of the
Company, an environmental site assessment report for the
Properties which are the subject of such default prepared by
an environmental consulting firm acceptable to the
Administrative Agent (such approval not to be unreasonably
withheld), indicating the presence or absence of Hazardous
Materials and the estimated cost of any compliance or
Remedial Action in connection with such Properties.


VI.  EVENTS OF DEFAULT

          In the case of the happening of any of the follow
ing events (herein called "Events of Default"):

          (a) The Company shall default in the payment of
     any principal payable by it under this Agreement when
     due; or

          (b) The Company shall default in the payment of
     any interest on any Loan or any Facility Fee,
     Arrangement Fee or any other amount (other than an
     amount referred to in (a) above) payable by it under
     this Agreement, and such default shall continue for a
     period of 5 days; or

          (c) The Company or any of the Subsidiaries shall
     default in the payment when due of any principal of or
     interest on any of its other Indebtedness aggregating
     $20,000,000 or more and any applicable grace period
     under the note, agreement, indenture or other document
     evidencing such Indebtedness as in effect at the time
     such default occurred shall expire; or any other
     default specified in any note, agreement, indenture or
     other document evidencing or relating to any such
     Indebtedness shall occur and the holders of such
     Indebtedness (or a trustee on behalf of such holders)
     shall accelerate the maturity or require the prepayment
     thereof; or

          (d) Any representation, warranty, certification or
     statement made or deemed made by the Company herein or
     in connection with this Agreement or with the
     Borrowings hereunder, in any Competitive Bid Request or
     Standby Borrowing Request or in any other request,
     notice, certificate, financial statement, report or
     other document referred to in this Agreement or
     furnished to the Administrative Agent or any Bank
     thereunder, shall be breached or shall prove to have
     been false or misleading as of the time made or deemed
     made in any material respect; or

          (e) The Company shall default in the performance
     or observance of any of its obligations or agreements
     under Section 5.01(f) or Sections 5.05 through 5.09
     hereof; or the Company shall default in the performance
     of any of its other obligations under this Agreement
     and such default shall continue unremedied for a period
     of 30 days after notice thereof to the Company by the
     Administrative Agent or any Bank (through the Adminis
     trative Agent); or

          (f) The Company or any of the Subsidiaries shall
     admit in writing its inability to, or be generally
     unable to, pay its debts as such debts become due; or

          (g) The Company or any of the Subsidiaries shall
     (i) apply for or consent to the appointment of, or the
     taking of possession by, a receiver, conservator,
     custodian, trustee, supervisor, rehabilitator or
     liquidator of itself or of all or a substantial part of
     its property, (ii) make a general assignment for the
     benefit of its creditors, (iii) commence a voluntary
     case under the Federal Bankruptcy Code (as now or
     hereafter in effect), (iv) file a petition seeking to
     take advantage of any other law relating to bankruptcy,
     insolvency, reorganization, supervision, rehabilita
     tion, winding-up, or composition or readjustment of
     debts, (v) fail to controvert in a timely and appropri
     ate manner, or acquiesce in writing to, any petition
     filed against it in an involuntary case under such
     Bankruptcy Code, or (vi) take any corporate action for
     the purpose of effecting any of the foregoing; or

          (h) A proceeding or case shall be commenced,
     without the application or consent of the Company or
     any Subsidiary, in any court of competent jurisdiction,
     seeking (i) its supervision, rehabilitation, liquida
     tion, reorganization, dissolution or winding-up, or the
     composition or readjustment of its debts, (ii) the
     appointment of a trustee, receiver, conservator,
     custodian, supervisor, rehabilitator, liquidator or the
     like of the Company or such Subsidiary or of all or any
     substantial part of its assets, or (iii) similar relief
     in respect of the Company or such Subsidiary under any
     law relating to bankruptcy, insolvency, reorganization,
     supervision, rehabilitation, winding-up, or composition
     or adjustment of debts, and such proceeding or case
     shall continue undismissed, or an order, judgment or
     decree approving or ordering any of the foregoing shall
     be entered and continue unstayed and in effect, for a
     period of 30 days; or an order for relief against the
     Company or such Subsidiary shall be entered in an
     involuntary case under such Bankruptcy Code; or

          (i) One or more final and nonappealable judgments
     (or judgments not being further appealed by the Company
     or the Subsidiaries) for the payment of money in excess
     of $25,000,000 in the aggregate shall (i) be rendered
     by a court or courts against the Company and/or any of
     the Subsidiaries, (ii) not be covered fully by
     insurance and (iii) remain undischarged (or provision
     shall not be made for the same to be fully discharged)
     for a period of 30 consecutive days during which the
     execution thereof shall not be stayed; or

          (j) An ERISA Event shall have occurred that, in
     the opinion of the Required Banks, when taken together
     with all other such ERISA Events that have occurred,
     could reasonably be expected to result in liability of
     the Company and its ERISA Affiliates in an amount
     material in relation to the consolidated financial
     position of the Company and the consolidated Subsidiar
     ies; or

          (k) there shall have occurred a Change in Control;

then, and in any such event (other than an event described
in paragraph (g), (h) or (k) above) and at any time there
after during the continuance of such event, the Administra
tive Agent may, and at the request of the Required Banks
shall, by written or facsimile notice to the Company, take
either or both of the following actions at the same or
different times: (i) terminate forthwith the Commitments of
the Banks hereunder and (ii) declare the Loans then out
standing to be forthwith due and payable, whereupon the
principal of the Loans, together with accrued interest
thereon and any unpaid accrued Facility Fees, Arrangement
Fees and all other liabilities of the Company accrued
hereunder, shall become forthwith due and payable both as to
principal and interest, without presentment, demand, protest
or any other notice of any kind, all of which are hereby
expressly waived by the Company, anything contained herein
to the contrary notwithstanding; and in any event described
in paragraph (g), (h) or (k) above, the Commitments of the
Banks shall automatically terminate and the principal of the
Loans shall automatically become due and payable, together
with accrued interest thereon and any unpaid accrued
Facility Fees, Arrangement Fees and all other liabilities of
the Company accrued hereunder, without presentment, demand,
protest or other notice of any kind, all of which are hereby
expressly waived by the Company, anything contained herein
to the contrary notwithstanding.  The Administrative Agent
shall notify the Company and each of the Banks of any
default or Event of Default as soon as practicable after the
Administrative Agent learns of any such default or Event of
Default.


VII.  THE ADMINISTRATIVE AGENT

          In order to expedite the various transactions
contemplated by this Agreement, Credit Suisse is hereby
appointed to act as Administrative Agent on behalf of the
Banks.  Each of the Banks hereby irrevocably authorizes and
directs the Administrative Agent to take such action on
behalf of such Bank under the terms and provisions of this
Agreement, and to exercise such powers hereunder as are
specifically delegated to or required of the Administrative
Agent by the terms and provisions hereof, together with such
powers as are reasonably incidental thereto.  The Adminis
trative Agent is hereby expressly authorized on behalf of
the Banks, without hereby limiting any implied authority,
(a) to receive on behalf of each of the Banks any payment of
principal of or interest on the Loans outstanding hereunder
and all other amounts accrued hereunder paid to the Adminis
trative Agent, and to distribute to each Bank its proper
share of all payments so received as soon as practicable;
(b) to give notice promptly on behalf of each of the Banks
to the Company of any Event of Default specified in this
Agreement of which the Administrative Agent has actual
knowledge acquired in connection with its agency hereunder;
and (c) to distribute promptly to each Bank copies of all
notices, agreements and other material as provided for in
this Agreement as received by such Administrative Agent.

          Neither the Administrative Agent nor any of its
directors, officers, employees or agents shall be liable as
such for any action taken or omitted by any of them hereun
der except for its or his own gross negligence or willful
misconduct, or be responsible for any statement, warranty or
representation herein or the contents of any document
delivered in connection herewith or be required to ascertain
or to make any inquiry concerning the performance or obser
vance by the Company of any of the terms, conditions,
covenants or agreements of this Agreement.  The
Administrative Agent shall not be responsible to the Banks
for the due execution, genuineness, validity, enforceability
or effectiveness of this Agreement or any other instrument
to which reference is made herein.  The Administrative Agent
shall in all cases be fully protected in acting, or
refraining from acting, in accordance with written
instructions signed by the Required Banks (or, when
expressly required hereby, all the Banks), and, except as
otherwise specifically provided herein, such instructions
and any action taken or failure to act pursuant thereto
shall be binding on all the Banks.  The Administrative Agent
shall, in the absence of knowledge to the contrary, be
entitled to rely on any paper or document believed by it in
good faith to be genuine and correct and to have been signed
or sent by the proper person or persons.  Neither the
Administrative Agent nor any of its directors, officers,
employees or agents shall have any responsibility to the
Company on account of the failure or delay in performance or
breach by any Bank of any of its obligations hereunder or to
any Bank on account of the failure of or delay in perfor
mance or breach by any other Bank or the Company of any of
their respective obligations hereunder or in connection
herewith.  The Administrative Agent may execute any and all
duties hereunder by or through agents or employees and shall
be entitled to advice of legal counsel selected by it with
respect to all matters arising hereunder and shall not be
liable for any action taken or suffered in good faith by it
in accordance with the advice of such counsel.

          The Administrative Agent and its affiliates may
accept deposits from, lend money to and generally engage in
any kind of business with the Company or other affiliate
thereof as if it were not the Administrative Agent.

          Each Bank agrees (i) to reimburse the Administra
tive Agent in the amount of such Bank's pro rata share
(based on the aggregate of its outstanding Loans and
unutilized Commitment hereunder) of any expenses incurred
for the benefit of the Banks by the Administrative Agent,
including counsel fees and compensation of agents and
employees paid for services rendered on behalf of the Banks,
not reimbursed by the Company and (ii) to indemnify and hold
harmless the Administrative Agent and any of its directors,
officers, employees or agents, on demand, in the amount of
its pro rata share, from and against any and all liabili
ties, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred
by or asserted against it in its capacity as the Administra
tive Agent or any of them in any way relating to or arising
out of this Agreement or any action taken or omitted by it
or any of them under this Agreement, to the extent not
reimbursed by the Company; provided, however, that no Bank
shall be liable to the Administrative Agent for any portion
of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the gross negligence or willful
misconduct of the Administrative Agent or any of its
directors, officers, employees or agents.

          Subject to the appointment and acceptance of a
successor Administrative Agent as provided below, (i) the
Administrative Agent may, at any time, resign as Administra
tive Agent upon 30 days' written notice to the Banks and to
the Company and (ii) the Administrative Agent may be re
moved, at any time, with or without cause, by the Company or
the Required Banks upon 30 days' written notice to the
Administrative Agent.  Upon such resignation or removal the
Company shall appoint another Bank, acceptable to the
Required Banks, as Administrative Agent which shall have all
of the Administrative Agent's rights and obligations,
pursuant to an agreement supplemental hereto among the
Company and the Banks; provided, however, that if an Event
of Default or an event which with the passage of time or the
giving of notice or both would constitute an Event of
Default shall have occurred and be continuing, (i) the
Company shall not have the right to remove the
Administrative Agent and (ii) any such appointment shall
only be made by the Required Banks rather than by the
Company.  The Administrative Agent shall remain as
Administrative Agent until its successor is elected or
appointed.

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


VIII.     MISCELLANEOUS

          SECTION 8.01.  Notices.  Unless otherwise provided
herein, notices and other communications provided for herein
shall be in writing and shall be delivered or mailed (or in
the case of facsimile communication, delivered by facsimile)
addressed,

          (a) if to the Company, to it at 400 West Market
     Street, P.O. Box 32830, Louisville, KY 40232, to the
     attention of Treasurer of Providian Corporation
     (Facsimile No.:  (502) 560-2746; Confirm:  (502) 560-
     2000);

          (b) if to the Administrative Agent, to it at
     Credit Suisse, 12 East 49th Street, 39th Floor, New
     York, NY  10017, to the attention of Agency/Lisa
     Perrotto (Facsimile No:  (212) 238-5073; Confirm:
     (212) 238-5056; and

          (c) if to a Bank, to it at its address set forth
     in Section 2.01.

          All notices and other communications given to any
party hereto in accordance with the provisions of this
Agreement shall be deemed to have been given on the date of
receipt, in each case addressed to such party as provided in
this Section 8.01 or in accordance with the latest unrevoked
direction from such party.  Notices required or permitted to
be delivered by facsimile shall be deemed received upon
confirmation of receipt by telephone.

          SECTION 8.02.  No Waivers; Amendments.  (a)  No
failure or delay of any of the Administrative Agent, any
Bank or the Company in exercising any power or right here
under shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a
right or power, preclude any other or further exercise
thereof or the exercise of any other right or power.  The
rights and remedies of the Administrative Agent and the
Banks hereunder are cumulative and not exclusive of any
rights or remedies which they would otherwise have.  No
waiver of any provision of this Agreement or any exhibits
hereto nor consent to any departure by the Company therefrom
shall in any event be effective unless the same shall be
authorized as provided in paragraph (b) below, and then such
waiver or consent shall be effective only in the specific
instance and for the purpose for which given.  No notice or
demand on the Company in any case shall entitle the Company
to any other or further notice or demand in similar or other
circumstances.  Each Bank shall be bound by any amendment,
modification, waiver or consent authorized as provided
herein.

          (b)  Neither this Agreement nor any provision
hereof nor any exhibit or schedule hereto may be amended or
modified except pursuant to an agreement or agreements in
writing entered into by the Company and the Required Banks;
provided, however, that no such agreement shall (i) change
the principal amount of, or extend or advance the maturity
of or any dates for the payment of principal of or interest
on, any Loan, or waive or excuse any such payment or any
part thereof, or reduce the rate of interest on any Loan,
without the written consent of each Bank affected thereby,
(ii) change the Commitment of any Bank without the written
consent of each Bank, (iii) amend or modify the provisions
of Section 2.07 of this Agreement without the written
consent of each Bank, (iv) amend or modify the provisions of
this Section 8.02(b) or the definition of the "Required
Banks" or of the "Maturity Date" without the written consent
of each Bank, or (v) amend or modify or otherwise affect the
rights or duties of the Administrative Agent hereunder
without the written consent of the Administrative Agent.
Each Bank shall be bound by any modification or amendment
authorized by this Section, and any consent by any Bank
pursuant to this Section shall bind any person subsequently
acquiring an assignment of all or a portion of a Loan from
it.

          SECTION 8.03.  Payments on Business Days.  Except
as set forth in the definition of "Interest Period" as
applied to Eurodollar Loans, should any payment to be made
hereunder become due and payable on a day other than a
Business Day, such payment may be made on the next
succeeding Business Day and such extension of time shall in
such case be included in computing interest or fees, if any,
in connection with such payment.

          SECTION 8.04.  Governing Law.  This Agreement
shall be construed in accordance with and governed by the
laws of the State of New York, without giving effect to
conflict of law doctrine.  For purposes of this Agreement,
the Company hereby consents to the jurisdiction of the
courts of the State of New York and of the Federal courts of
the United States which are located in the State of New
York.

          SECTION 8.05.  Expenses; Documentary Taxes.  The
Company will pay all reasonable out-of-pocket expenses
incurred by the Administrative Agent and the Arranger in
connection with the preparation, execution and delivery of
this Agreement (whether or not the transactions hereby
contemplated shall be consummated), or any amendments,
modifications or waivers of the provisions hereof, or
incurred by the Administrative Agent or any Bank in
connection with the enforcement or protection of its rights
in connection with this Agreement or with the Loans made
hereunder, and with respect to any action which may be
instituted by any person against any Bank in respect of the
foregoing, or as a result of any transaction, action or
nonaction arising from the foregoing, including, but not
limited to, the fees and disbursements of Cravath, Swaine &
Moore.  The Company agrees that it shall indemnify each of
the Administrative Agent, the Arranger and each Bank from
and hold it harmless against any losses, liabilities,
damages, claims and expenses incurred by or asserted against
it in connection with this Agreement or the transactions
contemplated hereby, including, without limitation, documen
tary taxes, assessments or charges made by any Governmental
Authority by reason of the execution and delivery of this
Agreement (or any Note), but excluding any such losses,
liabilities, damages, claims and expenses which shall result
from the gross negligence or willful misconduct of such
Bank.  The obligations of the Company under this
Section 8.05 shall survive the termination of this
Agreement.

          SECTION 8.06.  Survival of Agreement, Representa
tions and Warranties, etc.  All warranties, representations
and covenants made by or deemed to have been made by the
Company herein or in any certificate or other instrument
delivered by it or on its behalf in connection with this
Agreement shall be considered to have been relied upon by
the Banks and shall survive the making of the Loans herein
contemplated regardless of any investigation made by any
Bank or on its behalf and shall continue in full force and
effect so long as any amount due or to become due hereunder
is outstanding and unpaid and so long as the Commitments
have not been terminated.  All statements in any such
certificate or other instrument shall constitute
representations and warranties by the Company hereunder.

          SECTION 8.07.  Participations.  (a)  Each Bank may
sell participations to one or more banks in all or a portion
of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its
Commitment and the Loans owing to it) provided, however,
that (i) such Bank's obligations under this Agreement shall
remain unchanged, (ii) such Bank shall remain solely
responsible to the other parties hereto for the performance
of such obligations, (iii) the participating banks shall be
entitled to the cost protection provisions contained in
Section 2.18 and Section 2.20 to the extent such Bank is
entitled to such provisions as of the effective date of each
such participation (but in no event shall the amounts of
such cost protection exceed the amounts to which such Bank
is entitled as of such effective date), but shall not be
entitled to directly or indirectly exercise any voting
rights under this Agreement (provided, however, that the
Administrative Agent shall have no obligation to determine
compliance by any Bank with such restriction on voting
rights) and (iv) the Company, the Administrative Agent and
the other Banks shall continue to deal solely and directly
with such Bank in connection with such Bank's rights and
obligations under this Agreement.

          (b)  Any Bank may, in connection with any partici
pation or proposed participation pursuant to this Sec
tion 8.07, disclose to the participant or proposed partici
pant any information relating to the Company furnished to
such Bank by or on behalf of the Company; provided that
prior to any such disclosure, each such participant or
proposed participant shall agree in writing (subject to
customary exceptions) to preserve the confidentiality of any
confidential information relating to the Company received
from such Bank.

          SECTION 8.08.  Successors and Assigns.
(a)  Whenever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the
successors and assigns of such party, and all covenants,
promises and agreements by or on behalf of the Company, the
Administrative Agent or the Banks that are contained in this
Agreement shall bind and inure to the benefit of their
respective successors and assigns; provided, however, that
(i) the Company may not assign or transfer any of its rights
or obligations hereunder and (ii) without limiting the right
of any Bank to sell participations pursuant to Section 8.07,
no Bank may assign any portion of its rights or obligations
hereunder except in accordance with paragraphs (b) and (c)
below.

          (b)  Any Bank may at any time assign all or any
portion of its rights under this Agreement to a Federal
Reserve Bank; provided that no such assignment shall release
a Bank from any of its obligations hereunder.

          (c)  Any Bank may at any time assign all or any
portion of its rights and obligations under this Agreement
to one or more banks with the prior written consent of the
Borrower; provided, that any such assignment shall be with
respect to a Commitment or Loan of at least $10,000,000.  An
assignment fee of $3,500 shall be payable by each assigning
Bank to the Administrative Agent for each assignment
hereunder.

          (d)  Upon its receipt of an assignment and
acceptance executed by an assigning Bank and an assignee
(and, in the case of an assignee that is not then a Bank or
an affiliate thereof, by the Administrative Agent) together
with payment by the assignee or the assigning Bank to the
Administrative Agent of the assignment fee of $3,500 (except
in the case of an assignment by a Bank to its affiliate),
the Administrative Agent shall (i) promptly accept such
assignment and acceptance and (ii) on the effective date
determined pursuant thereto record the information contained
therein in the Register and give notice of such acceptance
and recordation to the Bank and the Company.

          (e)  Any Bank may, in connection with any
assignment or proposed assignment pursuant to this Sec
tion 8.08, disclose to the assignee or proposed assignee any
information relating to the Company furnished to such Bank
by or on behalf of the Company; provided that prior to any
such disclosure, each such assignee or proposed assignee
shall agree in writing (subject to customary exceptions) to
preserve the confidentiality of any confidential information
relating to the Company received from such Bank.

          SECTION 8.09.  Right of Setoff.  If any Event of
Default shall have occurred and be continuing and any Bank
shall have requested the Administrative Agent to declare the
Loans immediately due and payable pursuant to Article VI,
each Bank is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other
indebtedness at any time owing by such Bank to or for the
credit or the account of the Company against any of and all
the obligations of the Company now or hereafter existing
under this Agreement, irrespective of whether or not such
Bank shall have made any demand under this Agreement and
although such obligations may be unmatured.  Each Bank
agrees promptly to notify the Company after any such setoff
and application made by such Bank, but the failure to give
such notice shall not affect the validity of such setoff and
application.  The rights of each Bank under this Section are
in addition to other rights and remedies (including, without
limitation, other rights of setoff) which such Bank may
have.

          SECTION 8.10.  Severability.  In the event any one
or more of the provisions contained in this Agreement should
be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way
be affected or impaired thereby.  The parties shall endeavor
in good faith negotiations to replace the invalid, illegal
or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

          SECTION 8.11.  Confidentiality.  Each of the
Banks, the Arranger and the Administrative Agent agrees that
it shall maintain in confidence any information relating to
the Company furnished to it by or on behalf of the Company
(other than information that (x) has become generally
available to the public other than as a result of a dis
closure by such party, (y) has been independently developed
by such party without violating this Section or (z) was
available to such party from a third party having, to such
party's knowledge, no obligation of confidentiality to the
Company) and shall not reveal the same other than

          (i) to its directors, officers, employees,
     affiliates and advisers with a need to know;

          (ii) as contemplated by Sections 8.07(b) and
     8.08(e);

            to the extent necessary to comply with law or
     any legal process or the requirements of any Govern
     mental Authority or of any securities exchange on which
     securities of the disclosing party or any Affiliate of
     the disclosing party are listed or traded;

            as part of normal reporting or review procedures
     to Governmental Authorities or its parent companies,
     Affiliates or auditors; and

            in order to enforce its rights under this
     Agreement in a legal proceeding.

          SECTION 8.12.  Cover Page, Table of Contents and
Section Headings.  The cover page, Table of Contents and
Section headings used herein are for convenience of refer
ence only, are not part of this Agreement and are not to
affect the construction of or be taken into consideration in
interpreting this Agreement.

          SECTION 8.13.  Counterparts.  This Agreement may
be signed in any number of counterparts, each of which shall
constitute an original but all of which when taken together
shall constitute but one contract, and shall become effec
tive when copies hereof which, when taken together, bear the
signatures of each of the parties hereto shall have been
received by the Banks, the Administrative Agent and the
Company.

          SECTION 8.14.  Entire Agreement.  This Agreement,
including the exhibits and schedules hereto, constitutes the
entire agreement and understanding of the parties hereto
with respect to the subject matter of this Agreement.


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


                         PROVIDIAN CORPORATION,

                            by
                               /s/ Elaine J. Robinson
                              Name:  Elaine J. Robinson
                              Title: Vice President and
     Treasurer




[Seal]

Attest:

 /s/ R. Michael Slaven
Name:  R. Michael Slaven
Title: Secretary


                         CREDIT SUISSE, as Administrative
                            Agent and Arranger,

                            by
                               /s/ Kathleen D. O'Brien
                                                       Name:
                              Kathleen D. O'Brien

e:  Member of Senior
                                      Management


                            by
                               /s/ Heather J. Riekenberg
                                                       Name:
                              Heather J. Riekenberg
                                                       Titl
                              e:  Associate


                         CREDIT SUISSE, in its individual
capacity,

                                                  by

/s/ William P. Murray
                                                       Name:
                              William P. Murray
                                                       Titl
                              e:  Member of Senior
                                      Management


                                                  by

/s/ Kristinn R. Kristinsson
                                                       Name:
                              Kristinn R. Kristinsson
                                                       Titl
                              e:  Associate


                         ABN AMRO BANK N.V.,

                                                  by

/s/ J. M. Janovsky
                                                       Name:
                              J. M. Janovsky
                                                       Titl
                              e:  Group Vice President


                                                  by

/s/ K. C. Toth
                                                       Name:
                              K. C. Toth
                                                       Titl
                              e:  Vice President


                         BAYERISCHE VEREINSBANK A.G.,

                                                  by

/s/ Ed. C. Bennett
                                                       Name:
                              Ed C. Bennett
                                                       Titl
                              e:  Vice President


                                                  by

/s/ Kendal Baker
                                                       Name:
                              Kendal Baker
                                                       Titl
                              e:  Vice President


                         THE DAI-ICHI KANGYO BANK, LTD.,

                                                  by

/s/ Ryoichi Yamauchi
                                                       Name:
                              Ryochi Yamauchi
                                   Title:  Senior Vice
          President
                                      and Joint General
                                      Manager


                         DEUTSCHE BANK A.G.,

                                                  by

/s/ David E. Moyer
                                                       Name:
                              David E. Moyer
                                                       Titl
                              e:  Vice President


                                                  by

/s/ Gayma Z. Shivnarain
                                                       Name:
                              Gayma Z. Shivnarain
                                                       Titl
                              e:  Vice President


                         ROYAL BANK OF CANADA,

                                                  by

/s/ Yvonne Bernard
                                                       Name:
                              Yvonne Bernard
                                                       Titl
                              e:  Manager


                         THE SAKURA BANK LIMITED,

                                                  by

/s/ Hiroshi Shimazaki
                                                       Name:
                              Hiroshi Shimazaki
                                                       Titl
                              e:  Senior Vice President
                                      & Manager


                         THE SUMITOMO BANK, LIMITED,

                                                  by

/s/ Yoshinori Kawamura
                                                       Name:
                              Yoshinori Kawamura
                                                       Titl
                              e:  Joint General Manager


                         BANQUE NATIONALE DE PARIS,

                                                  by

/s/ William J. Krummen
                                                       Name:
                              William J. Krummen
                                                       Titl
                              e:  Vice President


                         CANADIAN IMPERIAL BANK OF COMMERCE,

                                                  by

/s/ Lu Ann Bowers
                                                       Name:
                              Lu Ann Bowers
                                                       Titl
                              e:  Authorized Signatory


                         CITIBANK, N.A.,

                                                  by

/s/ Peter C. Bickford
                                                       Name:
                              Peter C. Bickford
                                                       Titl
                              e:  Vice President


                         CREDIT LYONNAIS,

                                                  by

/s/ Sebastian Rocco
                                                       Name:
                              Sebastian Rocco
                                                       Titl
                              e:  First Vice President


                         THE SANWA BANK, LIMITED,

                                                  by

/s/ Virginia C. Mahoney
                                                       Name:
                              Virginia C. Mahoney
                                                       Titl
                              e:  Vice President


                         THE BANK OF NOVA SCOTIA,

                                                  by

/s/ A. S. Norsworthy
                                                       Name:
                              A. S. Norsworthy
                                                       Titl
                              e:  Assistant Agent


                         THE SWISS BANK CORP.,

                                                  by

/s/ Susan N. Isquith
                                                       Name:
                              Susan N. Isquith
                                                       Titl
                              e:  Director, Credit Risk
                                      Management


                                                  by

/s/ Edward J. McDonnell III
                                                       Name:
                              Edward J. McDonnell III
                                                       Titl
                              e:  Associate Director,
                                      International Finance
                                      Division

     EXHIBIT A-1

               FORM OF COMPETITIVE BID REQUEST

Credit Suisse, as Administrative
Agent for the Banks party to the
Credit Agreement referred to below
[Address]
                                                      [Date]
Attention:



Dear Sirs:

          The undersigned, Providian Corporation (the
"Company"), refers to the Revolving Credit Facility
Agreement, dated as of August 17, 1995 (the "Credit
Agreement"), among the Company, the Banks named therein and
Credit Suisse, as Arranger and as Administrative Agent for
the Banks.  Capitalized terms used herein and not defined
herein shall have the meanings assigned to such terms in the
Credit Agreement.  The Company hereby gives you notice
pursuant to Section 2.02(a) of the Credit Agreement that it
requests a Competitive Borrowing under the Credit Agreement,
and in that connection sets forth below the terms on which
such Competitive Borrowing is requested to be made:

                                             (A)  Date of
                                             Competitive
                                             Borrowing
                                             _______________

          (B)  Aggregate principal amount of

Competitive
                                             Borrowing / 1
                                             _______________

                                             (C)  Interest
                                             rate basis / 2
                                             _______________

                                             (D)  Interest
                                             Period / 3
                                             _______________

          Upon acceptance of any or all of the Loans offered
by Banks in response to this request, the Company shall be
deemed to have represented that the conditions to lending
specified in Section 4.01(b) and (c) of the Credit Agreement
have been satisfied.


                              Very truly yours,

                              PROVIDIAN CORPORATION,

                                By
                                   ____________________________

Title:  [Responsible Officer]
                                                 EXHIBIT A-2

              FORM OF STANDBY BORROWING REQUEST


Credit Suisse, as Administrative
Agent for the Banks party to the
Credit Agreement referred to below
[Address]
                                                      [Date]
Attention:



Dear Sirs:

          The undersigned, Providian Corporation (the
"Company"), refers to the Revolving Credit Facility
Agreement, dated as of August 17, 1995 (the "Credit
Agreement"), among the Company, the Banks named therein and
Credit Suisse, as Arranger and as Administrative Agent for
the Banks.  Capitalized terms used herein and not defined
herein shall have the meanings assigned to such terms in the
Credit Agreement.  The Company hereby gives you notice
pursuant to Section 2.04 of the Credit Agreement that it
requests a Standby Borrowing under the Credit Agreement, and
in that connection sets forth below the terms on which such
Standby Borrowing is requested to be made:

                                             (A)  Date of
                                             Standby
                                             Borrowing
                                             _______________

          (B)  Aggregate principal amount of
                                                  Standby
                                             Borrowing / 4
                                             _______________

                                             (C)  Interest
                                             rate basis / 5
                                             _______________

                                             (D)  Interest
                                             Period / 6
                                             _______________

          Upon receipt of the Loans made by the Banks in
response to this request, the Company shall be deemed to
have represented and warranted that the conditions to
lending specified in Section 4.01(b) and (c) of the Credit
Agreement have been satisfied.


                              Very truly yours,

                              PROVIDIAN CORPORATION,

                                by
                                   _____________________________
                                   Title:  [Responsible Officer]

                                                   EXHIBIT B

                   FORM OF COMPETITIVE BID



Credit Suisse, as Administrative
Agent for the Banks party to the
Credit Agreement referred to below
[Address]

                                                      [Date]
Attention:



Dear Sirs:

          The undersigned, [Name of Bank], refers to the
Revolving Credit Facility Agreement, dated as of August 17,
1995 (the "Credit Agreement"), among Providian Corporation
(the "Company"), the Banks named therein and Credit Suisse,
as Arranger and as Administrative Agent for the Banks.
Capitalized terms used herein and not defined herein shall
have the meanings assigned to such terms in the Credit
Agreement.  The undersigned hereby makes a Competitive Bid
pursuant to Section 2.02(b) of the Credit Agreement, in
response to the Competitive Bid Request made by the Company
on                ,     , and in that connection sets forth
below the terms on which such Competitive Bid is made:


                                        (A)  Maximum
                                        principal amount / 7
                                        ____________________

                                        (B)  (1) Fixed Rate
                                        Loan--Yield
                                        ____________________

          (2) Eurodollar Loan--Margin   ____________________

          The undersigned hereby confirms that it is
prepared to extend credit to the Company upon acceptance by
the Company of this bid in accordance with Section 2.02(d)
of the Credit Agreement.

                              Very truly yours,

                              [NAME OF BANK]
                              [ADDRESS],

                                By
                                   _________________________
                                   Title:
                                                   EXHIBIT C

              [LETTERHEAD OF COMPANY'S COUNSEL]




                                             [       ], 1995



To the Banks party to the Credit Agreement
  referred to below and Credit Suisse,
  as Arranger and as Administrative Agent
     under such Credit Agreement


Gentlemen:

          We have acted as counsel to Providian Corporation
(the "Company") in connection with the Revolving Credit
Facility Agreement (the "Credit Agreement") dated as of
August 17, 1995, among the Company, certain other financial
institutions described as Banks therein (the "Banks") and
Credit Suisse, as Arranger and as Administrative Agent for
the Banks.  Terms defined in the Credit Agreement are used
herein as defined therein.

          As a basis for rendering our opinion, we have
examined an executed original of the Credit Agreement and
have examined the originals or conformed copies of such
corporate records, agreements, and instruments of the
Company, such certificates of public officials and of
officers and corporate counsel of the Company and the
Restricted Subsidiaries of the Company, and such other
documents and records, and such matters of law, as we have
deemed appropriate.

          This opinion is based on such applicable laws,
statutes, ordinances, rules, and regulations as exist on
this date, and we express no opinion as to the effect which
any future amendments, changes, additions, or modifications
thereto or thereof may have on the future performance of the
Credit Agreement.  We assume no obligation to update or
supplement our opinion to reflect any facts or circumstances
which may later come to our attention or changes in the law
which may occur in the future.

          This opinion is rendered solely for the benefit of
the parties addressed, and may not be relied on by any other
party without our prior written consent.  This opinion is
limited to the matters expressly stated herein, and no
opinion is implied or may be inferred as to any other
matters.

          Based upon the above, we are of the opinion that:

          1.  The Company is a corporation duly organized,
validly existing, and in good standing under the laws of the
State of Delaware.  The Company is duly qualified to do
business and is in good standing in all jurisdictions in
which the nature of the business conducted by it makes such
qualification necessary and where failure so to qualify
would have a material adverse effect on its business,
financial condition, operations or prospects.  The Company
has all requisite corporate power and all material
governmental licenses, authorizations, consents and
approvals necessary to own its assets and carry on its
businesses as now being or as proposed to be conducted, to
execute, deliver and perform the Credit Agreement (and any
Notes), and to enter into Loans as contemplated under the
Credit Agreement.

          2.  Each Restricted Subsidiary is a corporation
duly organized, validly existing, and in good standing under
the laws of its jurisdiction of organization.  Each
Restricted Subsidiary is duly qualified to transact business
and is in good standing in all jurisdictions in which the
nature of the business conducted by it makes such
qualification necessary and where failure to be so
organized, existing or in good standing or to so qualify
would have a material adverse effect on the business,
financial condition, or operations of the Company and its
consolidated Subsidiaries taken as a whole.

          3.  The execution, delivery and performance by the
Company of the Credit Agreement (and any Notes) and the
making of Loans as contemplated under it:  (a) have been
duly authorized by all necessary corporate actions; (b) do
not require any consent or approval of the stockholders of
the Company or any Restricted Subsidiary; (c) do not violate
(1) any provision of any law, rule or regulation, (2) the
certificate or articles of incorporation or by-laws of the
Company or any Restricted Subsidiary or (3) to the best of
our knowledge after due inquiry, any order, writ, judgment,
injunction, decree, determination, or award applicable to
the Company or any Restricted Subsidiary; (d) to the best of
our knowledge after due inquiry, do not conflict with or
result in a breach of or constitute a default under any
indenture, loan, deed of trust, credit agreement, or any
other agreement, lease, or instrument to which the Company
or any Restricted Subsidiary is a party or by which it or
its properties may be bound or affected; and (e) to the best
of our knowledge after due inquiry do not result in, or
require, the creation or imposition of any mortgage, deed of
trust, pledge, lien, security interest, or encumbrance of
any nature upon or with respect to any of the properties now
owned or hereafter acquired by the Company or any Restricted
Subsidiary.

          4.  The Credit Agreement has been duly executed
and delivered and constitutes the Company's legal, valid,
and binding obligation, enforceable against the Company in
accordance with its terms, except that:

          (a) enforcement thereof may be subject to bank
     ruptcy, insolvency, reorganization, moratorium, or
     other similar laws now or hereafter in effect relating
     generally to creditors' rights; and

          (b) the remedies of specific performance and
     injunction and other forms of equitable relief (regard
     less of whether enforcement is considered in a proceed
     ing in equity or law) are subject to certain equitable
     defenses and to the discretion of the court before
     which any proceeding for them may be brought.

          5.  Except as disclosed in the financial state
ments referred to in Section 3.06 of the Credit Agreement
(or the notes related thereto) or as disclosed in writing to
the Banks pursuant to Section 3.07 of the Credit Agreement,
there are, to the best of our knowledge after due inquiry,
no actions, suits or proceedings at law or in equity or by
or before any governmental or regulatory authority or
agency, pending or, to our knowledge, threatened against or
affecting the Company or any of the Restricted Subsidiaries,
or the businesses, assets or rights of the Company or any of
the Restricted Subsidiaries:

          (a) which involve the Credit Agreement or any of
     the transactions contemplated by it; or

          (b) as to which there is a reasonable possibility
     of an adverse determination and which, if adversely
     determined, individually or in the aggregate, could:

                    (1) materially impair the ability of the
          Company (or of the Company and the Restricted
          Subsidiaries taken as a whole) to conduct business
          substantially as now conducted;

                    (2) have a material adverse effect on
          the businesses, assets, operations, prospects, or
          condition, financial or otherwise, of the Company
          (or of the Company and the Restricted Subsidiaries
          taken as a whole); or

                    (3) impair the validity or
          enforceability of, or the ability of the Company
          to perform its obligations under, the Credit
          Agreement.

          6.  To the best of our knowledge after due
inquiry, neither the Company nor any Restricted Subsidiary
is in violation of any law, or in default with respect to
any judgment, writ, injunction, decree, rule or regulation
of any court or governmental agency or instrumentality,
where such violation or default could have a material
adverse effect on the businesses, assets, operations,
prospects or condition, financial or otherwise, of the
Company (or of the Company and the Restricted Subsidiaries
taken as a whole).

          7.  The Company's execution, delivery, and perfor-
mance of the Credit Agreement (and any Notes), and the
making of Loans as contemplated under the Credit Agreement,
do not require any authorizations, consents, approvals, or
licenses of, or filings or registrations with, any
governmental or regulatory authority or agency, domestic or
foreign, or the authorization, consent or approval of any
other person.

          8.  Neither the Company nor any Restricted Subsid
iary is, or immediately after application of the proceeds of
the Loans will be, an "investment company" within the
meaning of the Investment Company Act of 1940, as amended,
and neither the Company nor any Restricted Subsidiary is,
directly or indirectly, controlled by or acting on behalf of
any person which is an "investment company" within the
meaning of said Act.  Neither the Company nor any of its
Subsidiaries is a "holding company" within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

          9.  The Company's borrowing the Loans under the
Credit Agreement and using the proceeds from them as
contemplated by the Credit Agreement will not violate
Regulation G, T, U or X.

          Our opinion is limited solely to the laws of the
Commonwealth of Kentucky, the federal laws of the United
States and the General Corporation Law of the State of
Delaware.  We express no opinion as to the laws of any other
jurisdiction.

          We are furnishing this opinion to you and your
counsel in respect of the Credit Agreement and the Loans.
It is not to be relied upon for any other purpose.


                              Very truly yours,

                              [                          ]
                                                   EXHIBIT D
                        FORM OF NOTE

[            ]                            New York, New York
                                            [Date of Initial
                                                  Borrowing]

          FOR VALUE RECEIVED, the undersigned, PROVIDIAN
CORPORATION, a Delaware corporation (the "Company"), hereby
promises to pay to the order of [        ] (the "Bank"), at
the office of Credit Suisse (the "Administrative Agent"), at
                    , on (i) the last day of each Interest
Period, as defined in the Revolving Credit Facility
Agreement dated as of August 17, 1995, among the Company,
the Banks named therein and Credit Suisse as Arranger and as
Administrative Agent (the "Credit Agreement"), the principal
amount of Loans made by the Bank to the Company pursuant to
Sections 2.01 and 2.02 or 2.04, as applicable, of the Credit
Agreement to which such Interest Period applies (subject to
refinancing or conversion as provided in the Credit
Agreement) and (ii) on the Maturity Date, any amount of the
principal amount stated hereon remaining unpaid as of such
date of Loans made by the Bank to the Company pursuant to
Sections 2.01 and 2.02 or 2.04, as applicable, of the Credit
Agreement, in lawful money of the United States of America
in same day funds, and to pay interest from the date hereof
on such principal amount from time to time outstanding, in
like funds, at said office, at a rate or rates per annum and
payable on such dates as determined pursuant to the Credit
Agreement.

          The Company promises to pay interest, on demand,
on any overdue principal and, to the extent permitted by
law, overdue interest from their due dates at a rate or
rates determined as set forth in the Credit Agreement.

          The Company hereby waives diligence, presentment,
demand, protest and notice of any kind whatsoever.  The
nonexercise by the holder of any of its rights hereunder in
any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.

          All borrowings evidenced by this Note and all
payments and prepayments of the principal hereof and
interest hereon and the respective dates thereof shall be
endorsed by the holder hereof on the schedule attached
hereto and made a part hereof, or on a continuation thereof
which shall be attached hereto and made a part hereof, or
otherwise recorded by such holder in its internal records;
provided, however, that any failure of the holder hereof to
make such a notation or any error in such notation shall not
in any manner affect the obligation of the Company to make
payments of principal and interest in accordance with the
terms of this Note and the Credit Agreement.

          This Note is fully incorporated as an obligation
of the Company under the Credit Agreement which, among other
things, contains provisions for the acceleration of the
maturity hereof upon the happening of certain events, for
optional prepayment of the principal hereof prior to the
maturity thereof and for the amendment or waiver of certain
provisions of the Credit Agreement, all upon the terms and
conditions therein specified.  This Note shall be construed
in accordance with and governed by the laws of the State of
New York and any applicable laws of the United States of
America.

                              PROVIDIAN CORPORATION,

                                by
                                  _______________________
                                  Title:














                                             August 17, 1995




To each of the Banks party to the
   $450,000,000 Revolving Credit Facility
   Agreement, dated as of August 17, 1995,
   among Providian Corporation, Credit
   Suisse, as Arranger and as Administrative
   Agent for said Banks, the Lead Manager party
   thereto and said Banks.


                   Providian Corporation


Ladies and Gentlemen:

          We have acted as counsel to Credit Suisse
individually, as Arranger and as Administrative Agent (each
as hereinafter defined), in connection with the execution
and delivery of the $450,000,000 Revolving Credit Facility
Agreement, dated as of August 17, 1995,  among Providian
Corporation (the "Company"), Credit Suisse, as arranger (in
such capacity, the "Arranger") and as administrative agent
(in such capacity, the "Administrative Agent") for the banks
party thereto (the "Banks"), the Lead Manager party thereto,
and the Banks.  Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such
terms in the Agreement.

          In this connection we have examined the following
documents, each of which, unless otherwise indicated, is
dated the date hereof:

          1.  Counterparts of the Agreement executed by the
Company, the Administrative Agent and each Bank.

          2.  A certificate of the Secretary of the Company
with respect to (i) the By-laws of the Company, (ii) certain
resolutions adopted by the Board of Directors of the
Company, (iii) amendments of the certificate of
incorporation of the Company and (iv) the incumbency and
signatures of certain officers of the Company, delivered
pursuant to Section 4.02(c) of the Agreement.

          3.  An opinion of Stites and Harbison delivered
pursuant to Section 4.02(a) of the Agreement.

          4.  A certificate of a Financial Officer of the
Company with respect to the termination of a certain Credit
Agreement, delivered pursuant to Section 4.02(d) of the
Agreement.

          5.  Copies of the Certificate of Incorporation of
the Company, together with all amendments, and a certificate
of good standing, all certified by the appropriate
governmental officer in the Company's jurisdiction of
incorporation and delivered pursuant to Section 4.02(c) of
the Agreement.

          We have assumed the authenticity of all such
documents submitted to us as originals, the genuineness of
all signatures, the due authority of the parties executing
such documents and the conformity to the originals of all
such documents submitted to us as copies.  We have relied,
as to factual matters, on the documents we have examined.

          Our opinions expressed below are limited to the
law of the State of New York and the Federal law of the
United States, and we do not express any opinions concerning
any other law.

          Based upon and subject to the foregoing and upon
such investigation as we have deemed necessary, we are of
the opinion that:

          (i) the certificates and opinion referred to in
     items 2, 3, 4 and 5 above appear to be substantially
     responsive to the requirements of Section 4.02 of the
     Agreement; and

          (ii) assuming that the Agreement has been duly
     authorized, executed and delivered by the Company, the
     Arranger and Administrative Agent, the Lead Manager and
     each Bank, the Agreement constitutes a legal, valid and
     binding obligation of the Company enforceable against
     the Company in accordance with its terms, subject to
     applicable bankruptcy, reorganization, fraudulent
     conveyance, insolvency, moratorium and other similar
     laws from time to time in effect and except that
     (A) rights of acceleration and the availability of
     equitable remedies, including the remedy of specific
     performance, may be limited by general principles of
     equity (regardless of whether such enforceability is
     considered in a proceeding in equity or at law) and
     (B) we express no opinion as to the effect of the law
     of any jurisdiction (other than the State of New York)
     wherein the Company or any Bank, including any lending
     office thereof, may be located which limits rates of
     interest which may be charged or collected by such
     Bank.

                              Very truly yours,




                                                  Schedule 1
                         LIST OF ALL SUBSIDIARIES

          (Each person listed below is a corporation except for
         Capital Liberty, L.P. and Camden Asset Management, L.P.,
                     which are limited partnerships.)

                  A.  DESIGNATED INSURANCE SUBSIDIARIES

      Subsidiary            Domicile      Percent of Voting
                                         Securities Held By
Commonwealth Life           Kentucky    100% Capital General
Insurance Company                       Development
                                        Corporation
     Agency Holding I, Inc.     Delaware    100% Commonwealth
                                        Life Insurance
                                        Company
              Agency Investments     Delaware    100% Agency Holding
I, Inc.                                 I, Inc.
     Commonwealth Agency,       Kentucky    100% Commonwealth
Inc.                                    Life Insurance
                                        Company
Peoples Security Life        North      100% Providian
Insurance Company           Carolina    Corporation
     Agency Holding II,         Delaware    100% Peoples
Inc.                                    Security Life
                                        Insurance Company
              Agency Investments     Delaware    100% Agency Holding
II, Inc.                                II, Inc.
     Agency Holding III,        Delaware    100% Peoples
Inc.                                    Security Life
                                        Insurance Company
              Agency Investment      Delaware    100% Agency Holding
III, Inc.                               III, Inc.
     Ammest Realty               Texas      100% Peoples
Corporation                             Security Life
                                        Insurance Company
Providian Life and          Missouri    100% Capital
Health Insurance                        Liberty, L.P.
Company
     Veterans Life              Illinois    100% Providian Life
Insurance Company                       and Health Insurance
                                        Company
              National             Pennsylvania  100% Veterans Life
Information Systems                     Insurance Company
Corporation
              First Providian        New York    100% Veterans Life
Life and Health                         Insurance Company
Insurance Company
Capital Security Life        North      100% Providian
Insurance Company           Carolina    Corporation
     Security Trust Life        Kentucky    100% Capital
Insurance Company                       Security Life
                                        Insurance Company
     Independence               Florida     100% Capital
Automobile                              Security Life
Association, Inc.                       Insurance Company
     Independence               Georgia     100% Capital
Automobile Club, Inc.                   Security Life
                                        Insurance Company

                          B.  OTHER SUBSIDIARIES


       Subsidiary          Domicile  Percent of Voting
                                      Securities Held
                                            By
Providian Agency Group,    Kentucky  100% Providian
Inc.                                 Corporation
     College Resource Group,   Kentucky  100% Providian
Inc.                                 Agency Group,
                                     Inc.
              Knight Insurance      Massachu  100% College
Agency, Inc.                setts    Resource Group,
                                     Inc.
                        Knight Tuition   Massachu  100% Knight
Payment Plans, Inc.         setts    Insurance Agency,
                                     Inc.
                        Knight             New     100% Knight
Insurance Agency (New      Hampshir  Insurance Agency,
Hampshire), Inc.              e      Inc.
Providian Assignment       Kentucky  100% Providian
Corporation                          Corporation
Providian Capital          Delaware  100% Providian
Management, Inc.                     Corporation
     Providian Capital         Delaware  100% Providian
Management Real Estate               Capital
Services, Inc.                       Management, Inc.
Capital Real Estate        Delaware  100% Providian
Development Corporation              Corporation
     KB Currency Advisors,     Delaware  33 1/3% Capital
Inc.                                 Real Estate
                                     Development
                                     Corporation
Capital General            Delaware  100% Providian
Development Corporation              Corporation
Capital 200 Block          Delaware  100% Providian
Corporation                          Corporation
Capital Values Financial   Pennsylv  100% Providian
Services, Inc.               ania    Corporation
     Providian Securities      Pennsylv  100% Capital
Corporation                  ania    Values Financial
                                     Services, Inc.
Capital Broadway           Kentucky  100% Providian
Corporation                          Corporation
Providian Investment       Delaware  100% Providian
Advisors, Inc.                       Corporation
Southlife, Inc.            Tennesse  100% Providian
                              e      Corporation
Providian Bancorp. Inc.    Delaware  100% Providian
                                     Corporation
     First Deposit Service     Californ  100% Providian
Corporation                   ia     Bancorp, Inc.
     First Deposit Life        Arkansas  100% Providian
Insurance Company                    Bancorp, Inc.
     First Deposit National     United   100% Providian
Bank                        States   Bancorp, Inc.
              Winnisquam Community    New     96% First Deposit
                           Hampshir  National Bank
          Development         e
          Corporation

          (nonprofit
          corporation)
     Providian National Bank    United   100% Providian
                            States   Bancorp, Inc.
     Providian National        Californ  100% Providian
Bancorp                       ia     Bancorp, Inc.
              Commonwealth Premium  Californ  100% Providian
Finance                       ia     National Bancorp
     Providian Credit          Delaware  100% Providian
Corporation                          Bancorp, Inc.
     Providian Credit            Utah    100% Providian
Services, Inc.                       Bancorp, Inc.
National Liberty           Pennsylv  100% Providian
Corporation                  ania    Corporation
     National Assets           Pennsylv  100% National
Management Corporation       ania    Liberty
                                     Corporation
     Compass Rose Development  Pennsylv  100% National
Corporation                  ania    Liberty
                                     Corporation
     Association Consultants,  Illinois  100% National
Inc.                                 Liberty
                                     Corporation
     Valley Forge Associates,  Pennsylv  100% National
Inc.                         ania    Liberty
                                     Corporation
     Veterans Benefits Plans,  Pennsylv  100% National
Inc.                         ania    Liberty
                                     Corporation
     Veterans Insurance        Delaware  100% National
Services, Inc.                       Liberty
                                     Corporation
     Financial Planning        Washingt  100% National
Services, Inc.             on, D.C.  Liberty
                                     Corporation
Providian Auto and Home    Missouri  100% Providian
Insurance Company                    Corporation
     Academy Insurance Group,  Delaware  100% Providian
Inc.                                 Auto and Home
                                     Insurance Company
              Academy Life          Missouri  100% Academy
Insurance Company                    Insurance Group,
                                     Inc.
              Pension Life            New     100% Academy
Insurance Company of        Jersey   Insurance Group,
America                              Inc.
              Academy Services,     Delaware  100% Academy
Inc.                                 Insurance Group,
                                     Inc.
              Ammest Development     Kansas   100% Academy
Corporation, Inc.                    Insurance Group,
                                     Inc.
              Ammest Insurance      Californ  100% Academy
Agency, Inc.                  ia     Insurance Group,
                                     Inc.
              Ammest Massachusetts  Massachu  100% Academy
Insurance Agency, Inc.      setts    Insurance Group,
                                     Inc.
              Ammest Realty, Inc.   Pennsylv  100% Academy
                             ania    Insurance Group,
                                     Inc.
              Ampac, Inc.            Texas    100% Academy
                                     Insurance Group,
                                     Inc.
              Ampac Insurance       Pennsylv  100% Academy
Agency, Inc.                 ania    Insurance Group,
                                     Inc.
              Data/Mark Services,   Delaware  100% Academy
Inc.                                 Insurance Group,
                                     Inc.
              Force Financial       Delaware  90% Academy
Group, Inc.                          Insurance Group,
                                     Inc.
                        Force Financial  Massachu  100% Force
Services, Inc.              setts    Financial Group,
                                     Inc.
              Military Associates,  Pennsylv  100% Academy
Inc.                         ania    Insurance Group,
                                     Inc.
              NCOAA Management       Texas    100% Academy
Company                              Insurance Group,
                                     Inc.
              NCOA Motor Club,      Georgia   100% Academy
Inc.                                 Insurance Group,
                                     Inc.
              Unicom                Pennsylv  100% Academy
Administrative Services,     ania    Insurance Group,
Inc.                                 Inc.
                        Unicom           Germany   100% Unicom
Administrative Services              Administrative
GmbH                                 Services, Inc.
     Providian Property and    Kentucky  100% Providian
Casualty Insurance                   Auto and Home
Company                              Insurance Company
              Providian Fire        Kentucky  100% Providian
Insurance Company                    Property and
                                     Casualty
                                     Insurance Company
Capital Liberty, L.P.      Delaware  50% Providian
                                     Corporation
                                     (General
                                     Partnership
                                     Interests)
                                     40% Commonwealth
                                     Life Insurance
                                     Company (Limited
                                     Partnership
                                     Interests)
                                     10% Peoples
                                     Security Life
                                     Insurance Company
                                     (Limited
                                     Partnerships
                                     Interests)
Benefit Plans, Inc.        Delaware  100% Providian
                                     Corporation
     DurCo Agency, Inc.        Virginia  100% Benefit
                                     Plans, Inc.
Camden Asset Management,   Californ  51% Commonwealth
L.P.                          ia     Life Insurance
                                     Company (Limited
                                     Partner)


                                                                 Schedule 2


                   LIST OF CREDIT AGREEMENTS AND LIENS

                   Description         Amount
                                    Outstanding
                                      7/31/95
Indenture dated April 1, 1983
between Providian Corporation
and Shawmut Bank Connecticut,
N.A., as successor to National
Westminster Bank USA, amended
by a First Supplemental
Indenture dated as of
September 1, 1989, covering an
unlimited amount of unsecured
debentures, notes or other
evidences of indebtedness
including:
     8.75% Sinking Fund Debentures          $95,000,000
due 2017
     8.83% - 9.99% Medium Term             $151,000,000
Notes - Series A, having an
aggregate initial public
offering price not to exceed
$200,000,000 maturing 5 to
12 years from their issue
dates
     8.53% - 10.00% Medium Term            $175,000,000
Notes - Series B, having an
aggregate initial public
offering price not to exceed
$175,000,000, maturing 5 to 30
years from their issue dates
     7.04% - 9.00% Medium Term             $117,750,000
Notes - Series C, having an
aggregate initial public
offering price not to exceed
$225,000,000, maturing 5 to
12 years from their issue
dates
Indenture dated January 1,
1994 between Providian
Corporation and First Trust,
N.A. as successor to Morgan
Guaranty Trust Company of New
York, covering an unlimited
amount of unsecured
debentures, notes or other
evidences of indebtedness
including:
     Fixed Rate, Floating Rate or          $190,551,568
Zero Coupon Medium Term Notes
- Series D, having an
aggregate initial public
offering price not to exceed
$400,000,000, maturing 9
months or more from their
issue dates
     $300,000,000 unsecured                        None
Revolving Credit Facility
Agreement dated June 19, 1992
as amended September 30, 1994,
among Providian Corporation
and various domestic and
international  banks.  Under
the agreement, Providian
Corporation can borrow on a
committed standby basis and
under competitive bid
procedures.  The agreement
expires June 19, 1997.
     Providian Corporation is               $25,000,000
currently authorized to issue
up to $950,000,000 of
commercial paper with Chase
Manhattan Bank as issuing and
paying agent and Goldman Sachs
Inc. as dealer.
     $450,000,0000 unsecured                       None
Syndicated Credit Facility
Agreement dated August 10,
1990, among Providian
Corporation and various
international financial
institutions.  Under the
agreement, Providian
Corporation can borrow on a
committed standby basis and
under competitive bid
procedures.  This agreement
expires August 21, 1995.
     $100,000,000 unsecured                        None
committed revolving credit
facility established by
Providian Corporation with
Credit Suisse dated
October 11, 1994, having an
initial term of 364 days and
renewable annually.


_______________________________
     1/ Not less than $25,000,000 and in integral multiples
of $5,000,000.

     2/ Eurodollar Loan or Fixed Rate Loan.

     3/ Which shall be subject to the definition of Interest
Period and end not later than the Maturity Date.

     4/ Not less than $25,000,000 and in integral multiples
of $5,000,000.

     5/ Eurodollar Loan, CD Loan or Alternate Base Loan.

     6/ Which shall be subject to the definition of Interest
Period and end not later than the Maturity Date.

     7/ In integral multiples of $5,000,000.