No. 364-Day Credit Agreement




 

T A B
L E   O F   C O
N T E N T S



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	ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS
		SECTION 1.01. Certain Defined Terms.
		SECTION 1.02. Computation of Time Periods.
		SECTION 1.03. Accounting Terms.
	ARTICLE 2 AMOUNTS AND TERMS OF THE ADVANCES
		SECTION 2.01. The Advances.
		SECTION 2.02. Making the Advances.
		SECTION 2.03. Certain Fees.
		SECTION 2.04. Reduction and Extensions of the Commitments.
		SECTION 2.05. Repayment; Term-Out Option.
		SECTION 2.06. Interest.
		SECTION 2.07. Additional Interest on Eurodollar Rate Advances.
		SECTION 2.08. Interest Rate Determinations; Changes in Rating Systems.
		SECTION 2.09. Voluntary Conversion and Continuation of Advances.
		SECTION 2.10. Prepayments of Advances.
		SECTION 2.11. Increased Costs.
		SECTION 2.12. Illegality.
		SECTION 2.13. Payments and Computations.
		SECTION 2.14. Taxes.
		SECTION 2.15. Set-Off; Sharing of Payments, Etc.
		SECTION 2.16. Right to Replace a Lender.
		SECTION 2.17. Evidence of Indebtedness.
	ARTICLE 3 CONDITIONS OF LENDING
		SECTION 3.01.  Conditions Precedent to Initial Borrowing.
		SECTION 3.02. Conditions Precedent to Each Borrowing.
	ARTICLE 4 REPRESENTATIONS AND WARRANTIES
		SECTION 4.01. Representations and Warranties of the Borrower.
	ARTICLE 5 COVENANTS OF THE BORROWER
		SECTION 5.01. Covenants.
	ARTICLE 6 EVENTS OF DEFAULT
		SECTION 6.01. Events of Default.
	ARTICLE 7 THE ADMINISTRATIVE AGENT
		SECTION 7.01. Authorization and Action.
		SECTION 7.02. Administrative Agent's Reliance, Etc.
		SECTION 7.03. Citibank and Affiliates.
		SECTION 7.04. Lender Credit Decision.
		SECTION 7.05. Indemnification.
		SECTION 7.06. Successor Administrative Agent.
		SECTION 7.07. Advisor, Sole Arranger and Book Manager, Syndication Agent and Documentation Agent.
	ARTICLE 8 MISCELLANEOUS
		SECTION 8.01. Amendments, Etc.
		SECTION 8.03. No Waiver; Remedies.
		SECTION 8.04. Costs, Expenses and Indemnification.
		SECTION 8.05. Binding Effect.
		SECTION 8.06. Assignments and Participations.
		SECTION 8.07. Governing Law; Submission to Jurisdiction.
		SECTION 8.08. Severability.
		SECTION 8.09. Execution in Counterparts.
		SECTION 8.10. Survival.
		SECTION 8.11. Waiver of Jury Trial.
		SECTION 8.12. Confidentiality.
		SECTION 8.13. Nonliability of Lenders.
		SECTION 8.14. Existing Credit Agreement.
	SCHEDULES
	SCHEDULE I - Banks and Commitments
		SCHEDULE II - Existing Liens
	EXHIBITS
	EXHIBIT A - Form of Notice of Borrowing
	EXHIBIT B - Form of Assignment and Acceptance
	EXHIBIT C - Form of Opinion of Counsel of the Borrower
	EXHIBIT D - Form of Opinion of Special New York Counsel to the Administrative Agent
	EXHIBIT E - Form of Compliance Certificate of Borrower
	Three Year Credit Agreement
	No. 364-Day Credit Agreement








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CREDIT AGREEMENT dated as of April 30, 2001 among CNA FINANCIAL
CORPORATION, a corporation organized under the laws of Delaware (the
“Borrower”), the banks (each a “Bank” and, collectively, the
“Banks”) listed on the signature pages hereof, and CITIBANK, N.A., a
national banking association, as administrative agent (in such capacity, the
“Administrative Agent”).

            
The Borrower has requested that the Lenders (as hereinafter defined) make loans
to it in an aggregate principal amount not exceeding $250,000,000 at any one
time outstanding for the general corporate purposes of the Borrower (including
to support the Borrower's commercial paper program and to finance Acquisitions),
and the Lenders are prepared to make such loans upon the terms and conditions
hereof.  Accordingly, the parties hereto agree as follows:






ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS





                          
SECTION 1.01.  Certain Defined Terms.  As used
in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):

            
“Acquisition” means any transaction, or any series of related
transactions, consummated after the date of this Agreement, by which the
Borrower and/or any of its Subsidiaries (i) acquires any Person or all or
substantially all of the assets of any Person, whether through the purchase of
assets, merger or otherwise, (ii) directly or indirectly acquires (in one
transaction or as the most recent transaction in a series of transactions)
control of at least a majority of Voting Stock of another Person or (iii)
directly or indirectly acquires control of a 50% ownership interest in any
partnership, joint venture or other entity, or of any general partnership (or
equivalent) interest in any such entity.

             
“Administrative Questionnaire” means an administrative questionnaire in a
form supplied by the Administrative Agent.

             
“Advance” means an advance by a Lender to the Borrower as part of a
Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, and
shall include each Term Loan.

             
“Affiliate” means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with such
Person.

             
“Aggregate Specified Indebtedness” means the aggregate Specified
Indebtedness of the Borrower and its Subsidiaries determined on a Consolidated
basis in accordance, subject to the provisos of the definition of Specified
Indebtedness, with GAAP; provided that Qualifying SPV Indebtedness of all
Qualifying SPVs (and Contingent Obligations of the Borrower and its Subsidiaries
which are not Qualifying SPVs in respect of such Qualifying SPV Indebtedness)
shall only be included in the calculation of Aggregate Specified Indebtedness at
any time to the extent that it constitutes Qualifying SPV Net Indebtedness at
such time.









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“Annual Statement” means the annual statutory financial statement of any
Insurance Subsidiary required to be filed with the insurance commissioner (or
similar authority) of its jurisdiction of incorporation, which statement shall
be in the form required by such Insurance Subsidiary's jurisdiction of
incorporation or, if no specific form is so required, in the form of financial
statements recommended by the NAIC to be used for filing annual statutory
financial statements and shall contain the type of information recommended by
the NAIC to be disclosed therein, together with all exhibits or schedules filed
therewith.

             
“Applicable Facility Fee Rate” means, for any Rating Level Period, the
rate set forth below opposite the reference to such Rating Level
Period:


	Rating Level
      Period
      

    	Applicable Facility
      Fee Rate
      

    
	Rating Level 1 Period	0.075%
	Rating Level 2
      Period	0.100%
	Rating Level 3 Period	0.125%
	Rating Level 4
      Period	0.150%
	Rating Level 5 Period	0.200%



Each change in the Applicable Facility Fee Rate resulting from a
Rating Level Change shall be effective on the effective date of such Rating
Level Change.

             
“Applicable Lending Office” means, with respect to any Lender, such
Lender's Domestic Lending Office in the case of a Base Rate Advance and such
Lender's Eurodollar Lending Office in the case of a Eurodollar Rate
Advance.

             
“Applicable Margin” means:

             
(a)         for any Advance that is a
Base Rate Advance, 0.000% per annum; and






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(b)        for any Advance that is a
Eurodollar Rate Advance for any Rating Level Period, the rate set forth below
opposite the reference to such Rating Level Period:


	Rating Level
      Period
      

    	Applicable Margin
      (p.a.)
      

    
	Rating Level 1 Period	0.350%
	Rating Level 2
      Period	0.400%
	Rating Level 3 Period	0.500%
	Rating Level 4
      Period	0.600%
	Rating Level 5 Period	0.800%



Each change in the Applicable Margin resulting from a Rating
Level Change shall be effective on the effective date of such Rating Level
Change.

             
“Applicable Utilization Fee Rate” means, for any Rating Level Period, the
rate set forth below opposite the reference to such Rating Level
Period:


	Rating Level
      Period
      

    	Applicable
      Utilization Fee Rate
      

    
	Rating Level 1 Period	0.125%
	Rating Level 2
      Period	0.125%
	Rating Level 3 Period	0.125%
	Rating Level 4
      Period	0.125%
	Rating Level 5 Period	0.125%



Each change in the Applicable Utilization Fee Rate resulting
from a Rating Level Change shall be effective on the effective date of such
Rating Level Change.

             
“Assignment and Acceptance” means an assignment and acceptance entered
into by a Lender and an Eligible Assignee, and accepted by the Administrative
Agent, in substantially the form of Exhibit B hereto.

             
“Base Rate” means, for any period, a fluctuating interest rate per annum
in effect from time to time, which rate per annum shall at all times be equal to
the highest of:

             
(a)         the rate of interest
announced publicly by Citibank in New York, New York from time to time as
Citibank's base rate; and






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(b)        1/2 of one percent per annum above
the Federal Funds Rate for such period.

             
“Base Rate Advance” means an Advance which bears interest at rates based
upon the Base Rate.

             
“Bloomberg Page BBAL” means the display designated
as page “BBAL” on the
Bloomberg Service or, if unavailable, such other page as may replace
page “BBAL”
on that service or such other service as may be nominated by the British
Bankers' Association as the information vendor for the purpose of displaying
British Bankers' Association Interest Settlement Rates for U.S. dollar
deposits.

             
“Borrowing” means a borrowing consisting of simultaneous Advances of the
same Type made by each of the Lenders pursuant to Section 2.01.

             
“Business Day” means a day of the year on which banks are not required or
authorized to close in New York City and, if the applicable Business Day relates
to any Eurodollar Rate Advance, on which dealings are carried on in the London
interbank market.

             
“CAC” means Continental Assurance Company, an Illinois insurance
company.

             
“Capitalized Lease” of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with GAAP.

             
“Capitalized Lease Obligations” of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
GAAP.

             
“CCC” means Continental Casualty Company, an Illinois insurance
company.

             
“Change in Control” means Loews shall cease to own beneficially and of
record, free and clear of all Liens, other encumbrances, or voting agreements,
restrictions or trusts of any kind at least 51% of the outstanding shares of
capital stock of the Borrower on a fully diluted basis and shares representing
the right to elect a majority of the directors of the Borrower; provided,
however, that a Change in Control shall not be deemed to have occurred at
any time (a) Loews owns more of the capital stock of the Borrower than any other
Person (including Persons acting in concert with such Person), (b) Loews owns
beneficially and of record, free and clear of all Liens, other encumbrances or
voting agreements, restrictions or trusts of any kind at least 35% of the
outstanding shares of capital stock of the Borrower on a fully diluted basis and
(c) a majority of the members of the Borrower's Board of Directors are officers
or designees of Loews or the Borrower or any Significant
Subsidiary.






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“Chase” means The Chase Manhattan Bank.

             
“CIC” means Continental Insurance Company, a New Hampshire insurance
company.

             
“Citibank” means Citibank, N.A., a national banking
association.

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

             
“Commitment” has the meaning specified in Section
2.01(a).

             
“Commitment Termination Date” means April 29, 2002 or, in the case of any
Lender whose Commitment is extended pursuant to Section 2.04(b), the date to
which such Commitment is extended; provided in each case that if any such
date is not a Business Day, the relevant Commitment Termination Date of such
Lender shall be the immediately preceding Business Day.  When the term
“Commitment Termination Date” is used herein without reference to any particular
Lender, such term shall, in such instance, be deemed to be a reference to the
latest Commitment Termination Date of any of the Lenders then in effect
hereunder.

             
“Consolidated” refers to the consolidation of accounts of the Borrower
and its Subsidiaries in accordance with GAAP.

             
“Consolidated Net Worth” means, at any date of determination, the amount
of consolidated common and preferred shareholders' equity of the Borrower and
its Subsidiaries, determined as at such date in accordance with GAAP;
provided, however, that unrealized appreciation and depreciation
of securities which are classified as available for sale and are subject to FASB
115 shall be excluded when computing Consolidated Net Worth; provided
further that for purposes of calculating Consolidated Net Worth, such
calculation shall (a) include Qualifying SPV Net Asset Value of all Qualifying
SPVs in lieu of Qualifying SPV Asset Value for such Qualifying SPVs and (b)
subtract Qualifying SPV Net Indebtedness of all Qualifying SPVs in lieu of
Qualifying SPV Indebtedness for such Qualifying SPVs.

             
“Contingent Obligation” of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the financial obligation or liability of any other
Person, or agrees to maintain the net worth or working capital or other
financial condition of any other Person, or otherwise assures any creditor of
such other Person against loss, including, without limitation, any comfort
letter, operating agreement, take-or-pay contract or application for a Letter of
Credit, but excluding (a) the endorsement of instruments for deposit or
collection in the ordinary course of business and (b) obligations incurred by
any Insurance Subsidiary in the ordinary course of its financial guaranty or
other business.






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“Continuation”, “Continue” and
“Continued” each refers to a
continuation of Eurodollar Rate Advances from one Interest Period to the next
Interest Period pursuant to Section 2.09(b).

             
“Controlled Group” means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Borrower or any of its Subsidiaries, are
treated as a single employer under Section 414 of the Code.

             
“Convert”, “Conversion” and
“Converted” each refers to a
conversion of Advances of one Type into Advances of the other Type pursuant to
Section 2.08 or Section 2.09(a).

             
“Default” means an event that, with notice or lapse of time or both,
would become an Event of Default.

             
“Domestic Lending Office” means, with respect to any Lender, the office
of such Lender specified as its “Domestic Lending Office” in the Administrative
Questionnaire of such Bank or in the Assignment and Acceptance pursuant to which
it became a Lender, or such other office of such Lender as such Lender may from
time to time specify to the Borrower and the Administrative
Agent.

             
“Effective Date” means the earliest date as of which the conditions
precedent to effectiveness set forth in Section 3.01 shall have been satisfied
or waived.

             
“Eligible Assignee” means:

             
(a)         a Lender and any Affiliate
of such Lender (excluding any such Affiliate primarily engaged in the insurance
or mutual fund business);

             
(b)        a commercial bank organized under
the laws of the United States, or any State thereof, and having total assets in
excess of $1,000,000,000;

             
(c)         a savings bank organized
under the laws of the United States, or any State thereof, and having total
assets in excess of $500,000,000;

             
(d)        a commercial bank organized under
the laws of any other country which is a member of the OECD or a political
subdivision of any such country, and having total assets in excess of
$1,000,000,000; and

             
(e)         a finance company or other
financial institution or fund (whether a corporation, partnership or other
Person, but excluding any corporation, partnership or other Person primarily
engaged in the insurance or mutual fund business) which is engaged in making,
purchasing or otherwise investing in commercial loans in the ordinary course of
its business, and having total assets in excess of
$500,000,000.






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“Environmental Law” means any federal, state or local governmental law,
rule, regulation, order, writ, judgment, injunction or decree relating to
pollution or protection of the environment or the treatment, storage, disposal,
release, threatened release or handling of Hazardous Materials, including,
without limitation, Comprehensive Environmental Response, Compensation and
Liability Act of 1980, the Resource Conservation and Recovery Act, the Hazardous
Materials Transportation Act, the Clean Water Act, the Toxic Substances Control
Act, the Clean Air Act, the Safe Drinking Water Act, the Atomic Energy Act and
the Federal Insecticide, Fungicide and Rodenticide Act, in each case, as amended
from time to time.

             
“ERISA” means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

             
“Eurocurrency Liabilities” has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

             
“Eurodollar Lending Office” means, with respect to any Lender, the office
of such Lender specified as its “Eurodollar Lending Office” in the
Administrative Questionnaire of such Lender or in the Assignment and Acceptance
pursuant to which it became a Lender (or, if no such office is specified, its
Domestic Lending Office), or such other office of such Lender as such Lender may
from time to time specify to the Borrower and the Administrative
Agent.

             
“Eurodollar Rate” means, for any Interest Period for each Eurodollar Rate
Advance, the rate per annum (rounded upward, if necessary, to the nearest whole
multiple of 1/16 of 1% per annum) appearing on Bloomberg Page BBAL as of 11:00
A.M. (London time) on the date (as to any Interest Period, the “Determination
Date”) that is two Business Days before the first day of such Interest
Period, as LIBOR for a period equal to such Interest Period.  In the event
that Bloomberg Page BBAL shall cease to report such LIBOR or, in the reasonable
judgement of the Majority Lenders, shall cease to accurately reflect such LIBOR,
then the “Eurodollar Rate” with respect to such Interest Period for such
Eurodollar Rate Advance shall be the rate per annum equal to the average of the
rate per annum at which deposits in U.S. dollars are offered by the principal
office of each of the Reference Banks in London, England to leading banks in the
London interbank market at 11:00 A.M. (London time) on the Determination
Date in an amount substantially equal to such Reference Bank's Eurodollar Rate
Advance comprising part of the related Borrowing and for a period equal to such
Interest Period.  The Eurodollar Rate for any Interest Period for each
Eurodollar Rate Advance shall be determined by the Administrative Agent on the
basis of the applicable rate appearing on Bloomberg Page BBAL as aforesaid (or
the applicable rates furnished to and received by the Administrative Agent from
the Reference Banks) on the Determination Date for such Interest Period,
subject, however, to the provisions of Section
2.08.







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“Eurodollar Rate Advance” means an Advance which bears interest at rates
based upon the Eurodollar Rate.

             
“Eurodollar Rate Reserve Percentage” of any Lender for any Interest
Period for any Eurodollar Rate Advance means the reserve percentage applicable
during such Interest Period (or if more than one such percentage shall be so
applicable, the daily average of such percentages for those days in such
Interest Period during which any such percentage shall be so applicable) under
regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or other
marginal reserve requirement) for such Lender with respect to liabilities or
assets consisting of or including Eurocurrency Liabilities having a term equal
to such Interest Period.

             
“Events of Default” has the meaning specified in Section
6.01.

             
“Exchange Act” means the Securities Exchange Act of 1934, as amended from
time to time.

             
“Excluded Representations” means the representations and warranties set
forth in clause (v) of  Section 4.01(e) and in Section
4.01(f).

             
“Existing Credit Agreement” means the Amended and Restated Credit
Agreement dated as of July 26, 1996 among the Borrower, the lenders party
thereto and The First National Bank of Chicago, as administrative agent, as
amended and/or restated through the date hereof.

             
“Existing Commitment Termination Date” has the meaning specified in
Section 2.04(b)(i).

             
“Exposure” means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender's Advances.

             
“Facility Fee” has the meaning specified in
Section 2.03(a).

             
“Federal Funds Rate” means, for any period, a fluctuating interest rate
per annum equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

             
“Fleet” means Fleet National Bank.







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“GAAP” means generally accepted accounting principles in the United
States of America as in effect from time to time.

             
“Governmental Authority” means the federal government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government
including, without limitation, any board of insurance, insurance department or
insurance commissioner.

             
“Hazardous Materials” means (a) petroleum or petroleum products, natural
or synthetic gas, asbestos in any form that is or could become friable, and
radon gas, (b) any substances defined as or included in the definition of
“hazardous substances”, “hazardous wastes”,
“hazardous materials”, “extremely
hazardous wastes”, “restricted hazardous wastes”,
“toxic substances”, “toxic
pollutants”, “contaminants” or “pollutants”, or words of similar meaning and
regulatory effect, under any Environmental Law and (c) any other substance
exposure to which is regulated under any Environmental Law.

             
“Hostile Acquisition” means an Acquisition that has not been approved by
the board of directors of the target company prior to the commencement of a
tender offer, proxy contest or the like in respect thereof.

             
“Indebtedness” of a Person means, without duplication, such Person's (a)
obligations for borrowed money, (b) obligations representing the deferred
purchase price of Property or services (excluding accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), (c) obligations, whether or not assumed, secured by Liens or payable out
of the proceeds or production from Property now or hereafter owned or acquired
by such Person, (d) obligations which are evidenced by notes, acceptances, or
similar instruments, (e) Capitalized Lease Obligations, (f) net Rate Hedging
Obligations, (g) Contingent Obligations, (h) obligations for which such Person
is obligated pursuant to or in respect of a Letter of Credit and (i) repurchase
obligations or liabilities of such Person with respect to accounts, notes
receivable or securities sold by such Person (but excluding the obligations of
any Insurance Subsidiary in respect of the repurchase of securities pursuant to
Repurchase Agreements or the lending of securities pursuant to securities
lending arrangements, in each case, entered into in the ordinary course of
business).

             
“Insurance Regulatory Authority” means, for the Borrower or any Insurance
Subsidiary, the insurance department or similar administrative authority or
agency located in the state in which the Borrower or such Insurance Subsidiary
is domiciled.

             
“Insurance Subsidiary” means a Subsidiary of the Borrower which is
engaged in any insurance business.







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“Interest Period” means, with respect to any Eurodollar Rate Advance, the
period beginning on the date such Eurodollar Rate Advance is made or Continued,
or Converted from a Base Rate Advance, and ending on the last day of the period
selected by the Borrower pursuant to the provisions below.  The duration of
each Interest Period shall be one, two, three or six months, as the Borrower
may, upon notice received by the Administrative Agent not later than
12:00 P.M. (New York City time) on the third Business Day prior to the
first day of such Interest Period, select; provided
that:

             
(i)          the Borrower may not
select any Interest Period that ends after the Commitment Termination
Date;

             
(ii)         if an Interest Period in
respect of a Term Loan would otherwise commence before and end after the
Maturity Date, such Interest Period shall end on the Maturity
Date;

             
(iii)        each Interest Period that begins
on the last Business Day of a calendar month (or on any day for which there is
no numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate subsequent calendar month;
and

             
(iv)       whenever the last day of any Interest
Period would otherwise occur on a day other than a Business Day, the last day of
such Interest Period shall be extended to occur on the next succeeding Business
Day, provided that, if such extension would cause the last day of such
Interest Period to occur in the next following calendar month, the last day of
such Interest Period shall occur on the next preceding Business
Day.

             
“Invested Assets” means, as of the end of any calendar year, the sum of
total investments, cash and cash equivalents, accrued investment income and
receivables for securities sold, all calculated consistently with the
calculation of such items in the audited consolidated balance sheet of the
Borrower and its Subsidiaries for such calendar year.

             
“Lenders” means the Banks listed on the signature pages hereof and each
Person that shall become a party hereto pursuant to Sections 8.06(a), (b) and
(c).

             
“Letter of Credit” of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way
liable.

             
“LIBOR” means the rate at which deposits in U.S. dollars are offered to
leading banks in the London interbank market.

             
“License” means any license, certificate of authority, permit or other
authorization which is required to be obtained from the Governmental Authority
in connection with the operation, ownership or transaction of insurance
business.







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“Lien” means any lien, security interest or other charge or encumbrance
of any kind, or any other type of preferential arrangement having substantially
the same effect as a lien, including, without limitation, the lien or retained
security title of a conditional vendor.

             
“Loews” means Loews Corporation, a Delaware corporation.

             
“Majority Lenders” means, at any time, Lenders having Exposures and
unused Commitments representing more than 50% of the sum of the total Exposures
and unused Commitments at such time.

             
“Margin Stock” means margin stock within the meaning of
Regulation U.

             
“Material Adverse Effect” means a material adverse effect on (i) the
business, condition (financial or otherwise), results of operations or prospects
of the Borrower and its Subsidiaries, taken as a whole, (ii) the legality,
validity or enforceability of this Agreement or (iii) the ability of the
Borrower to pay and perform its obligations hereunder.

             
“Maturity Date” has the meaning specified in Section
2.05(b).

             
“Moody's” means Moody's Investors Service, Inc. and its
successors.

             
“Moody's Rating” means, at any time, the rating of the Borrower's
unsecured, unguaranteed senior long-term debt obligations then outstanding most
recently announced by Moody's.

             
“Multiemployer Plan” means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

             
“Municipal Bond” means direct obligations of, and obligations for which
the timely payment of principal of and interest is fully and expressly
guaranteed by, any state, local government, municipality or other political
subdivision of any state of the United States of America.

             
“NAIC” means the National Association of Insurance Commissioners or any
successor thereto, or in lieu thereof, any other association, agency or other
organization performing advisory, coordination or other like functions among
insurance departments, insurance commissions and similar Governmental
Authorities of the various states of the United States of America toward the
promotion of uniformity in the practices of such Governmental
Authorities.

             
“Notice of Borrowing” has the meaning specified in Section
2.02(a).







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“OECD” means the Organization for Economic Cooperation and
Development.

             
“PBGC” means the Pension Benefit Guaranty Corporation or any
successor.

             
“Permitted Securitization Transaction” shall mean any Securitization
Transaction provided that the aggregate “capital”, facility limit or
other principal equivalent amount of such Securitization Transactions which the
Borrower and its Subsidiaries may enter into (measured in the case of revolving
Securitization Transactions by the maximum capital, facility limit or other
principal equivalent amount which may be outstanding at any time) shall not
exceed at any time 10 percent of the Invested Assets of the Borrower and its
Subsidiaries on a consolidated basis in accordance with GAAP as of the end of
the preceding calendar year.

             
“Person” means an individual, partnership, corporation (including a
business trust), limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof.

             
“Plan” means an employee pension benefit plan, as defined in Section 3(2)
of ERISA, maintained, sponsored or contributed to by the Borrower or any of its
Subsidiaries or, with respect to such a plan that is subject to Title IV of
ERISA, by any member of the Controlled Group.

             
“Property” of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

             
“Qualifying SPV” means any Person which is formed by the Borrower as a
special purpose entity for the primary purpose of holding Qualifying SPV Assets
in the ordinary course of investment activities and issuing Indebtedness secured
by such Qualifying SPV Assets.

             
“Qualifying SPV Asset Value” means the fair market value of all
Qualifying SPV Assets.

             
“Qualifying SPV Assets” means Municipal Bonds and other financial assets
which are owned by a Qualifying SPV.

             
“Qualifying SPV Indebtedness” means Indebtedness for borrowed money of
all Qualifying SPVs.

             
“Qualifying SPV Net Asset Value” means, at any time of calculation, the
excess, if any, at such time of (a) Qualifying SPV Asset Value over (b)
Qualifying SPV Indebtedness.







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“Qualifying SPV Net Indebtedness” means, at any time of calculation, the
excess, if any, at such time of (a) Qualifying SPV Indebtedness over (b)
Qualifying SPV Asset Value.

             
“Quarterly Statement” means the quarterly statutory financial statement
of any Insurance Subsidiary required to be filed with the insurance commissioner
(or similar authority) of its jurisdiction of incorporation, which statement
shall be in the form required by such Insurance Subsidiary's jurisdiction of
incorporation or, if no specific form is so required, in the form of financial
statements recommended by the NAIC to be used for filing quarterly statutory
financial statements and shall contain the type of information recommended by
the NAIC to be disclosed therein, together with all exhibits or schedules filed
therewith.

             
“Rate Hedging Obligations” of a Person means any and all obligations of
such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (a) any and all
agreements, devices or arrangements designed to protect at least one of the
parties thereto from the fluctuations of interest rates, exchange rates or
forward rates applicable to such party's assets, liabilities or exchange
transactions, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants, and (b) any and all
cancellations, buybacks, reversals, terminations or assignments of any of the
foregoing.

             
“Rating Level Change” means a change in the Moody's Rating or the
Standard & Poor's Rating (other than as a result of a change in the rating
system of such rating agency) that results in the change from one Rating Level
Period to another, which Rating Level Change shall be effective on the date on
which the relevant change in such rating is first announced by Moody's or
Standard & Poor's, as the case may be.

             
“Rating Level Period” means a Rating Level 1 Period, a Rating
Level 2 Period, a Rating Level 3 Period, a Rating Level 4 Period or a
Rating Level 5 Period; provided that:

             
(i)  “Rating Level 1 Period” means a period during which the Moody's
Rating is at or above A2 or the Standard & Poor's Rating is at or above
A;

             
(ii)  “Rating Level 2 Period” means a period that is not a Rating
Level 1 Period during which the Moody's Rating is at or above A3 or the
Standards & Poor's Rating is at or above A-;

             
(iii)  “Rating Level 3 Period” means a period that is not a Rating
Level 1 Period or a Rating Level 2 Period during which Moody's Rating is at or
above Baa1 or the Standard & Poor's Rating is at or above
BBB+;







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(iv)  “Rating Level 4 Period” means a period that is not a Rating
Level 1 Period, a Rating Level 2 Period or a Rating Level 3 Period during which
the Moody's Rating is at or above Baa2 or the Standard & Poor's Rating is at
or above BBB; and

             
(v)  “Rating Level 5 Period” means a period that is not a Rating
Level 1 Period, a Rating Level 2 Period, a Rating level 3 Period or a Rating
Level 4 Period, during which the Moody's Rating is at or above Baa3 and the
Standard & Poor's Rating is at or above BBB-;

and provided further that if the Moody's Rating
and the Standard & Poor's Rating differ by more than one rating level, then
the Rating Level Period shall be one Rating Level Period higher than the Rating
Level Period resulting from the application of the lower of such ratings (for
which purpose Rating Level Period 1 is the highest Rating Level Period and
Rating Level 5 is the lowest Rating Level Period).

             
“Receivables” means accounts receivable, premiums, reinsurance payments
or other present or future rights to payment.

             
“Receivables Related Assets” shall mean in connection with any
Securitization Transaction the collective reference to (a) any rights arising
under the documentation governing or relating to such Receivables covered by
such Securitization Transaction (including rights in respect of Liens securing
such Receivables and other credit support in respect of such Receivables), (b)
any proceeds of such Receivables and any lockboxes or accounts in which such
proceeds are deposited, (c) spread accounts and other similar accounts (and any
amounts on deposit therein) established in connection with such securitization
or asset-backed financing and (d) any warranty, indemnity, dilution and other
intercompany claim arising out of the documentation evidencing such
securitization or asset-backed financing.

             
“Reference Banks” means the principal London offices of Citibank, Chase
and Fleet.

             
“Register” has the meaning specified in
Section 8.06(d).

             
“Regulations T, U and X” means Regulations T, U and X issued by the Board
of Governors of the Federal Reserve System, as from time to time
amended.

             
“Reportable Event” means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided, however, that a failure
to meet the minimum funding standard of Section 412 of the Code and of Section
302 of ERISA shall be a Reportable Event regardless of the issuance of any such
waiver of the notice requirement in accordance with either Section 4043(a) of
ERISA or Section 412(d) of the Code.







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“Repurchase Agreements” means reverse repurchase arrangements with
respect to securities and financial instruments.

             
“Responsible Officer” of the Borrower means the Chief Executive Officer,
the Treasurer, the Secretary, any Executive Vice President, any Senior Vice
President, any Group Vice President, any Vice President or any Director of the
Borrower.

             
“SAP” means the accounting procedures and practices prescribed or
permitted by the applicable Insurance Regulatory Authority.

             
“Securitization Transaction” means any transaction in which the Borrower
or any of its Subsidiaries sells or otherwise transfers an interest in
Receivables and Receivables Related Assets to (i) a special purpose entity that
borrows against such Receivables and Receivables Related Assets or (ii) sells
such Receivables and Receivables Related Assets to one or more third party
purchasers.

             
“Significant Insurance Subsidiary” means any Significant Subsidiary which
is an Insurance Subsidiary.

             
“Significant Subsidiary” of a Person means a
“significant subsidiary” as
defined in Rule 1-02(w) of Regulation S-X of the Securities and Exchange
Commission (17 CFR Part 210).  Unless otherwise expressly provided, all
references herein to a “Significant Subsidiary” shall mean a Significant
Subsidiary of the Borrower.

             
“Single Employer Plan” means a Plan subject to Title IV of ERISA
maintained by the Borrower or any member of the Controlled Group for employees
of the Borrower or any member of the Controlled Group, other than a
Multiemployer Plan.

             
“Specified Indebtedness” means (a) Indebtedness for money borrowed and
(b) Contingent Obligations in respect of Indebtedness for money borrowed,
excluding such Contingent Obligations incurred by any Insurance Subsidiary in
the ordinary course of its financial guaranty or other business; provided
that there shall be included in any computation of Specified Indebtedness
described in (b) the entire principal amount of the Contingent Obligation;
provided further that Specified Indebtedness shall not include (i)
Indebtedness for money borrowed or (ii) Contingent Obligations, in each case,
incurred in connection with any Permitted Securitization
Transaction.

             
“Standard & Poor's” means Standard & Poor's Ratings Service,
presently a division of The McGraw-Hill Companies, Inc., and its
successors.







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“Standard & Poor's Rating” means, at any time, the rating of the
Borrower's unsecured, unguaranteed senior long-term debt obligations then
outstanding most recently announced by Standard & Poor's.

             
“Subsidiary” means, with respect to any Person, any corporation,
partnership, limited liability company or other entity of which at least a
majority of the securities or other ownership interests having by the terms
thereof ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions of such corporation, partnership,
limited liability company or other entity (irrespective of whether or not at the
time securities or other ownership interests of any other class or classes of
such corporation, partnership, limited liability company or other entity shall
have or might have voting power by reason of the happening of any contingency)
is at the time directly or indirectly owned or controlled by such Person or one
or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries of such Person.

             
“Substantial Portion” means, with respect to the Property of the Borrower
and its Subsidiaries, Property which represents more than 10% of the
consolidated assets of the Borrower and its Subsidiaries as would be shown in
the consolidated statements of the Borrowers and its Subsidiaries as at the
beginning of the twelve-month period ending with the month in which such
determination is made.

             
“Surplus as Regards Policyholders” means, with respect to any Insurance
Subsidiary at any time, the surplus as regards policyholders of such Insurance
Subsidiary,  as determined in accordance with SAP as at the last day of the
fiscal quarter of the Borrower ending on or most recently ended prior to such
date.

             
“Term Loan” and “Term Loans” have the meanings specified in
Section 2.05(b).

             
“Term-Out Option” means the right of the Borrower to convert outstanding
Advances into Term Loans on and subject to the terms and conditions of Section
2.05(b).

             
“Termination Event” means, with respect to a Plan which is subject to
Title IV of ERISA, (a) a Reportable Event, (b) the withdrawal of the Borrower or
any other member of the Controlled Group from such Plan during a plan year in
which the Borrower or any other member of the Controlled Group was a
“substantial employer” as defined in Section 4001(a)(2) of ERISA or was deemed
such under Section 4068(f) of ERISA, (c) the termination of such Plan, the
filing of a notice of intent to terminate such Plan or the treatment of an
amendment of such Plan as a termination under Section 4041 of ERISA or (d) the
institution by the PBGC of proceedings to terminate such Plan, in each case
which could reasonably be expected to have a Material Adverse
Effect.

             
“Type” refers to whether an Advance is a Base Rate Advance or a
Eurodollar Rate Advance.







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“Unfunded Liabilities” means the amount (if any) by which the present
value of all vested and unvested accrued benefits under a Single Employer Plan
exceeds the fair market value of assets allocable to such benefits, all
determined as of the then most recent valuation date for such Plans using the
PBGC actuarial assumptions utilized for purposes of determining the current
liability for purposes of such valuation.

             
“Utilization Fee” has the meaning specified in Section
2.03(b).

             
“Voting Stock” means, for any Person at any time, the outstanding
securities of such Person entitled to vote generally in an election of directors
of such Person.

             
“Wholly-Owned Subsidiary” of a Person means (a) any Subsidiary all of the
outstanding voting securities of which (other than directors' qualifying shares)
shall at the time be owned or controlled, directly or indirectly, by such Person
or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and
one or more Wholly-Owned Subsidiaries of such Person, or (b) any partnership,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled. Unless otherwise expressly provided, all references
herein to a “Wholly-Owned Subsidiary” shall mean a Wholly-Owned Subsidiary of
the Borrower.





                          
SECTION 1.02.  Computation of Time Periods.  In
this Agreement in the computation of periods of time from a specified date to a
later specified date, the word “from” means “from and
including” and the words
“to” and “until” mean “to but excluding”.





                          
SECTION 1.03.  Accounting Terms.  All accounting
terms not specifically defined herein shall be construed in accordance with
generally accepted accounting principles or statutory accounting principals, as
the case may be, consistent with those applied in the preparation of the
financial statements referred to in Section 4.01(e).





ARTICLE 2

AMOUNTS AND TERMS OF THE ADVANCES





                          
SECTION 2.01.  The Advances.

                          
(a)         Each Lender severally
agrees, on the terms and conditions hereinafter set forth, to make Advances to
the Borrower from time to time on any Business Day during the period from the
Effective Date until the Commitment Termination Date in an aggregate amount not
to exceed at any time outstanding the amount set opposite such Lender's name on
Schedule I hereto or, if such Lender has entered into an Assignment and
Acceptance, set forth for such Lender in the Register, as such amount may be
reduced pursuant to Section 2.04(a) (such Lender's
“Commitment”).






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(b)        Each Borrowing and each Conversion
or Continuation thereof (i) shall (except as otherwise provided in Sections
2.08(f) and (g)) be in an aggregate amount not less than $10,000,000 or an
integral multiple of $1,000,000 in excess thereof and (ii) shall consist of
Advances of the same Type (and, if such Advances are Eurodollar Rate Advances,
having the same Interest Period) made, Continued or Converted on the same day by
the Lenders ratably according to their respective Commitments.  Within the
limits of each Lender's Commitment, the Borrower may from time to time borrow,
prepay pursuant to Section 2.10(b) and reborrow under this Section
2.01.





                          
SECTION 2.02.  Making the Advances.

             
(a)  (i)  Each Borrowing shall be made on notice, given not later than
12:00 P.M. (New York City time) on the third Business Day prior to the date of
such Borrowing (in the case of a Borrowing consisting of Eurodollar Rate
Advances) or given not later than 12:00 P.M. (New York City time) on the
Business Day of such Borrowing (in the case of a Borrowing consisting of Base
Rate Advances), by the Borrower to the Administrative Agent, which shall give to
each Lender prompt notice thereof.

             
(ii)         Each such notice of a
Borrowing (a “Notice of Borrowing”) shall be in writing in substantially
the form of Exhibit A hereto, specifying therein the requested (i) date of such
Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate
amount of such Borrowing, and (iv) in the case of a Borrowing consisting of
Eurodollar Rate Advances, initial Interest Period for each such
Advance.

             
(iii)        Each Lender shall, before
1:00 P.M. (New York City time) on the date of such Borrowing, make
available for the account of its Applicable Lending Office to the Administrative
Agent at its address referred to in Section 8.02, in same day funds, such
Lender's ratable portion of such Borrowing; provided that, with respect
to a Borrowing of a Eurodollar Rate Advance, no Lender having a Commitment
Termination Date prior to the last day of the initial Interest Period for such
Eurodollar Rate Advance shall participate in such Borrowing.

             
(iv)       After the Administrative Agent's
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Article 3, the Administrative Agent will make such funds available to
the Borrower at the Administrative Agent's aforesaid address.

                          
(b)        Anything in subsection (a) above
to the contrary notwithstanding, the Borrower may select Eurodollar Rate
Advances for any Borrowing only in an aggregate amount of $10,000,000 or an
integral multiple of $1,000,000 in excess thereof.







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(c)         Each Notice of Borrowing
shall be irrevocable and binding on the Borrower.  In the case of any
Borrowing which the related Notice of Borrowing specifies is to be comprised of
Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any
loss, cost or expense (excluding loss of profit) reasonably incurred by such
Lender as a result of any failure to make such Borrowing (including, without
limitation, as a result of any failure to fulfill, on or before the date
specified in such Notice of Borrowing, the applicable conditions set forth in
Article 3) and the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund the Advance to be made by such Lender as part of
such Borrowing.  A certificate as to the amount of such losses, costs and
expenses, submitted to the Borrower and the Administrative Agent by such Lender,
shall be conclusive and binding for all purposes, absent manifest
error.

                          
(d)        Unless the Administrative Agent
shall have received notice from a Lender prior to the date of any Borrowing that
such Lender will not make available to the Administrative Agent such Lender's
ratable portion of such Borrowing, the Administrative Agent may assume that such
Lender has made such portion available to the Administrative Agent on the date
of such Borrowing in accordance with subsection (a) of this Section 2.02 and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount.  If and to the extent
that such Lender shall not have so made such ratable portion available to the
Administrative Agent, such Lender and the Borrower severally agree to repay to
the Administrative Agent forthwith on demand (but without duplication) such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Borrower, the
interest rate applicable at the time to Advances comprising such Borrowing and
(ii) in the case of such Lender, the Federal Funds Rate.  If such Lender
shall repay to the Administrative Agent such corresponding amount, such amount
so repaid shall constitute such Lender's Advance as part of such Borrowing for
purposes of this Agreement (and such Advance shall be deemed to have been made
by such Lender on the date on which such amount is so repaid to the
Administrative Agent).

                          
(e)         The failure of any Lender to
make the Advance to be made by it as part of any Borrowing shall not relieve the
other Lenders of their obligations hereunder to make an Advance on the date of
such Borrowing, and no Lender shall be responsible for the failure of any other
Lender to make the Advance to be made by such other Lender on the date of any
Borrowing.







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(f)         Notwithstanding anything in
this Agreement to the contrary, no Lender whose Commitment Termination Date
falls prior to the last day of any Interest Period for any Eurodollar Rate
Advance (a “Terminating Lender”) shall participate in such Advance. 
Without limiting the generality of the foregoing, no Terminating Lender shall
(i) participate in a Borrowing of any Eurodollar Rate Advance having an
initial Interest Period ending after such Lender's Commitment Termination Date,
(ii) have any outstanding Eurodollar Rate Advance Continued for a subsequent
Interest Period if such subsequent Interest Period would end after such Lender's
Commitment Termination Date or (iii) have any outstanding Base Rate Advance
Converted into a Eurodollar Rate Advance if such Eurodollar Rate Advance would
have an initial Interest Period ending after such Lender's Commitment
Termination Date.  If any Terminating Lender has outstanding a Eurodollar
Rate Advance that cannot be Continued for a subsequent Interest Period pursuant
to clause (ii) above or has outstanding a Base Rate Advance that cannot be
Converted into a Eurodollar Rate Advance pursuant to clause (iii) above, such
Lender's ratable share of such Eurodollar Rate Advance (in the case of said
clause (ii)) shall be repaid by the Borrower on the last day of its then
current Interest Period and such Lender's ratable share of such Base Rate
Advance (in the case of said clause (iii)) shall be repaid by the Borrower on
the day on which the Advances of Lenders unaffected by said clause (iii) are so
Converted.






                          
SECTION 2.03.  Certain Fees.

                          
(a)         Facility Fee. 
The Borrower agrees to pay to the Administrative Agent for the account of each
Lender a facility fee (the “Facility Fee”) on the average daily amount
(whether used or unused) of such Lender's Commitment from the date hereof (in
the case of each Bank) and from the effective date specified in the Assignment
and Acceptance pursuant to which it became a Lender (in the case of each such
Lender) until the Commitment Termination Date of such Lender at a rate per annum
equal to the Applicable Facility Fee Rate.  The Facility Fee shall be
payable quarterly in arrears on the last Business Day of each March, June,
September and December and, for each Lender, on the Commitment Termination Date
of such Lender; provided, however that the Facility Fee will not be
payable with respect to any period during which a Term-Out Option is in
effect.

                          
(b)        Utilization Fee.  For
each day on which the aggregate principal amount of Advances outstanding exceeds
50% of the aggregate Commitments, the Borrower agrees to pay to the
Administrative Agent for the account of each Lender a utilization fee (the
“Utilization Fee”) on the aggregate principal amount of the Advances of
such Lender outstanding on such day at a rate per annum equal to the Applicable
Utilization Fee Rate.  The Utilization Fee will be payable in respect of
each Advance on each date on which interest is payable on such Advance, as
specified in Section 2.06(a) hereof.

                          
(c)         Administrative Agent's
Fee.  The Borrower agrees to pay to the Administrative Agent, for the
Administrative Agent's own account, an administrative agency fee at the times
and in the amounts heretofore agreed between the Borrower and the Administrative
Agent.





                          
SECTION 2.04.  Reduction and Extensions of the Commitments.

                          
(a)         Commitment
Reductions.

                          
(i)          The Commitment of each
Lender shall be automatically reduced to zero on the Commitment Termination Date
of such Lender.

                          
(ii)         In addition, the Borrower
shall have the right, upon at least three Business Days' notice to the
Administrative Agent, to terminate in whole or reduce ratably in part the unused
portions of the respective Commitments of the Lenders; provided that the
aggregate amount of the Commitments of the Lenders shall not be reduced to an
amount which is less than the aggregate principal amount of the Advances then
outstanding; and provided further that each partial reduction
shall be in an aggregate amount of $10,000,000 or an integral multiple of
$1,000,000 in excess thereof.  Once reduced or terminated, the Commitments
may not be reinstated.







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(b)        Commitment
Extensions.

                          
(i)          The Borrower may, by
notice to the Administrative Agent (which shall promptly notify the Lenders) not
more than 45 days and not less than 30 days prior to the Commitment Termination
Date then in effect hereunder (the “Existing Commitment Termination
Date”), request that each Lender extend such Lender's Commitment Termination
Date for an additional 364 days from the Existing Commitment Termination
Date.

                          
(ii)         Each Lender, acting in its
sole and individual discretion, shall, by notice to the Administrative Agent
given not more than 30 days immediately prior to the Existing Commitment
Termination Date but in any event no later than the date (the “Notice
Date”) 20 days prior to the Existing Commitment Termination Date,
advise the Administrative Agent whether or not such Lender agrees to such
extension (and each Lender that determines not to so extend its Commitment
Termination Date (a “Non-Extending Lender”) shall notify the
Administrative Agent (which shall notify the other Lenders) of such fact
promptly after such determination (but in any event no later than the Notice
Date) and any Lender that does not so advise the Administrative Agent on or
before the Notice Date shall be deemed to be a Non-Extending Lender.  The
election of any Lender to agree to such extension shall not obligate any other
Lender to so agree.

                          
(iii)        The Administrative Agent shall
notify the Borrower of each Lender's determination under this
Section 2.04(b) no later than the date 15 days prior to the Existing
Commitment Termination Date (or, if such date is not a Business Day, on the next
preceding Business Day).

                          
(iv)       The Borrower shall have the right on or
before the Existing Commitment Termination Date to replace each Non-Extending
Lender with, and add as “Lenders” under this Agreement in place thereof, one or
more Eligible Assignees (each, an “Additional Commitment
Lender”) with
the approval of the Administrative Agent (which approval shall not be
unreasonably withheld), each of which Additional Commitment Lenders shall have
entered into an agreement in form and substance satisfactory to the Borrower and
the Administrative Agent pursuant to which such Additional Commitment Lender
shall, effective as of the Existing Commitment Termination Date, undertake a
Commitment (and, if any such Additional Commitment Lender is already a Lender,
its Commitment shall be in addition to such Lender's Commitment hereunder on
such date); provided that prior to replacing any Non-Extending Lender
with any Additional Commitment Lender, the Borrower shall have given each Lender
which has agreed to extend its Commitment Termination Date an opportunity to
increase its Commitment by all or a portion of the Non-Extending Lenders'
Commitments.







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(v)        If (and only if) the total of the
Commitments of the Lenders that have agreed so to extend their Commitment
Termination Date and the additional Commitments of the Additional Commitment
Lenders shall be more than 50% of the aggregate amount of the Commitments in
effect immediately prior to the Existing Commitment Termination Date, then,
effective as of the Existing Commitment Termination Date, the Commitment
Termination Date of each Extending Lender and of each Additional Commitment
Lender shall be extended to the date falling 364 days after the Existing
Commitment Termination Date (except that, if such date is not a Business Day,
such Commitment Termination Date as so extended shall be the next preceding
Business Day) and each Additional Commitment Lender shall thereupon become a
“Lender” for all purposes of this Agreement.

                          
(vi)       Notwithstanding the foregoing, the
extension of the Commitment Termination Date pursuant to this Section 2.04(b)
shall be effective with respect to any Lender only if:

             
(x)         no Default or Event of
Default shall have occurred and be continuing on the date of the notice
requesting such extension or on the Existing Commitment Termination Date and the
representations and warranties set forth in Section 4.01 shall be true and
correct on and as of each of said dates as if made on and as of said dates;
and

             
(y)        the Borrower shall have paid in
full all amounts owing to each Non-Extending Lender hereunder on or before the
Commitment Termination Date of such Lender.





                          
SECTION 2.05.  Repayment; Term-Out Option.

                          
(a)  Repayment.  Subject to the provisions of Section 2.05(b),
the Borrower shall repay the then unpaid principal amount of each Advance made
by each Lender, and each Advance made by such Lender shall mature, on the
Commitment Termination Date of such Lender.







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(b)  Term-Out Option.  If the Commitment Termination Date is
not extended pursuant to Section 2.04(b), the Borrower may, by notice to the
Administrative Agent not less than eight days prior to the Existing Commitment
Termination Date, subject to the conditions set forth below in this Section
2.05(b), elect to convert the aggregate outstanding principal amount of the
Advances of each Lender as of such Existing Commitment Termination Date to a
term loan of such Lender in said amount (each, a “Term
Loan” and
collectively, the “Term Loans”).  Each Term Loan shall bear
interest, from and including such Existing Commitment Termination Date until the
payment thereof in full, at the rates provided for in Section 2.06 and shall
otherwise constitute an Advance for all purposes of this Agreement.  The
Borrower agrees to repay to the Administrative Agent for account of the Lenders
the unpaid principal amount of the Term Loans on the date one year after such
Existing Commitment Termination Date or, if such date is not a Business Day, the
immediately preceding Business Day (the “Maturity
Date”) (and any
outstanding Note shall be deemed amended accordingly).  Anything in this
Section 2.05(b) to the contrary notwithstanding, any such conversion shall be
subject to the conditions precedent that (i) no Default or Event of Default
shall have occurred and be continuing on such Existing Commitment Termination
Date and (ii) the representations and warranties made by the Borrower in Section
4.01 shall be true on and as of such Existing Commitment Termination Date with
the same force and effect as if made on and as of such date (it being understood
and agreed that any representation and warranty which by its terms is made as of
a specified date shall be required to be true and correct only as of such
specified date).  Each notice of conversion delivered by the Borrower in
accordance with this Section 2.05(b) shall constitute a certification by the
Borrower to the effect set forth in the preceding sentence (both as of the date
of such notice and, unless the Borrower, after delivery of such notice,
otherwise notifies the Administrative Agent prior to such Existing Commitment
Termination Date, as of such date).





                          
SECTION 2.06.  Interest.

                          
(a)         Ordinary
Interest.  The Borrower shall pay interest on the unpaid principal
amount of each Advance made by each Lender, from the date of such Advance until
such principal amount shall be paid in full, at the following rates per
annum:

             
(i)          Base Rate
Advances.  While such Advance is a Base Rate Advance, a rate per annum
equal to the Base Rate in effect from time to time plus the Applicable
Margin for Base Rate Advances as in effect from time to time, payable quarterly
in arrears on the last Business Day of each March, June, September and December
and on the date such Base Rate Advance shall be Converted or paid in
full.

             
(ii)         Eurodollar Rate
Advances.  While such Advance is a Eurodollar Rate Advance, a rate per
annum for each Interest Period for such Advance equal to the sum of the
Eurodollar Rate for such Interest Period plus the Applicable Margin for
Eurodollar Rate Advances as in effect from time to time, payable on the last day
of such Interest Period and, if such Interest Period has a duration of more than
three months, on each day which occurs at three-month intervals after the first
day of such Interest Period, and on each date on which such Eurodollar Rate
Advance shall be Continued, Converted or paid in full.

                          
(b)        Default Interest. 
Notwithstanding the foregoing, if any Event of Default shall have occurred and
be continuing, the Borrower shall pay interest on:

             
(i)          the unpaid principal
amount of each Advance owing to each Lender, payable on demand (and in any event
in arrears on the dates referred to in Section 2.06(a)(i) or (a)(ii) above), at
a rate per annum equal at all times to two percent (2%) per annum above the rate
per annum required to be paid on such Advance pursuant to said Section
2.06(a)(i) or (a)(ii), as applicable; provided that if such Event of
Default shall be continuing at the end of any Interest Period for any Eurodollar
Rate Advance, such Advance shall forthwith be Converted to a Base Rate Advance
bearing interest as aforesaid in this Section 2.06(b)(i);
and







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(ii)         the amount of any interest,
fee or other amount payable hereunder that is not paid when due, from the date
such amount shall be due until such amount shall be paid in full, payable on
demand (and in any event in arrears on the date such amount shall be paid in
full), at a rate per annum equal at all times to two percent (2%) per annum
above the rate per annum required to be paid on Base Rate Advances pursuant to Section 2.06(a)(i) above.






                          
SECTION 2.07.  Additional Interest on
Eurodollar Rate Advances.  The Borrower shall pay
to each Lender additional interest on the unpaid principal amount of each
Eurodollar Rate Advance of such Lender, from the date of such Advance until such
principal amount is paid in full, at an interest rate per annum equal at all
times to the remainder obtained by subtracting (i) the Eurodollar Rate for
each Interest Period for such Advance from (ii) the rate obtained by dividing
such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar
Rate Reserve Percentage of such Lender for such Interest Period, payable on each
date on which interest is payable on such Advance.  Such additional
interest shall be determined by such Lender and notified to the Borrower through
the Administrative Agent.





                          
SECTION 2.08.  Interest Rate Determinations; Changes in Rating
Systems.

                          
(a)         Each Reference Bank agrees,
upon the request of the Administrative Agent, to furnish to the Administrative
Agent timely information for the purpose of determining each Eurodollar
Rate.  If any one or more of the Reference Banks shall not furnish such
timely information to the Administrative Agent for the purpose of determining
any such interest rate, the Administrative Agent shall determine such interest
rate on the basis of timely information furnished by the remaining Reference
Banks (subject to the provisions set forth in the definition of “Eurodollar
Rate” in Section 1.01 and to clause (c) below).

                          
(b)        The Administrative Agent shall
give prompt notice to the Borrower and the Lenders of the applicable interest
rates determined by the Administrative Agent for the purposes of
Section 2.06.

                          
(c)         If (1) fewer than two
Reference Banks furnish timely information to the Administrative Agent for
determining the Eurodollar Rate for any Interest Period for any Eurodollar Rate
Advances and (2) the relevant rates do not appear on Bloomberg Page
BBAL,

             
(i)          the Administrative
Agent shall forthwith notify the Borrower and the Lenders that the interest rate
cannot be determined for such Eurodollar Rate Advances for such Interest
Period,

             
(ii)         each Eurodollar Rate
Advance will automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance, and

             
(iii)        the obligation of the Lenders to
make or Continue, or to Convert Advances into, Eurodollar Rate Advances shall be
suspended until the Administrative Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer
exist.







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(d)        If, with respect to any Eurodollar
Rate Advances, the Majority Lenders notify the Administrative Agent showing
calculations in reasonable detail that the Eurodollar Rate for any Interest
Period for such Advances will not adequately reflect the cost to such Majority
Lenders of making, funding or maintaining their respective Eurodollar Rate
Advances for such Interest Period, the Administrative Agent shall forthwith so
notify the Borrower and the Lenders, whereupon:

             
(i)          each Eurodollar Rate
Advance will automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance, and

             
(ii)         the obligation of the
Lenders to make or Continue, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify the
Borrower and such Lenders that the circumstances causing such suspension no
longer exist.

                          
(e)         If the Borrower shall fail
to select the duration of any Interest Period for any Eurodollar Rate Advances
in accordance with the provisions contained in the definition of “Interest
Period” in Section 1.01, the Administrative Agent will forthwith so notify the
Borrower and the Lenders and such Advances will automatically, on the last day
of the then existing Interest Period therefor, Convert into Base Rate
Advances.

                          
(f)         On the date on which the
aggregate unpaid principal amount of Eurodollar Rate Advances comprising any
Borrowing shall be reduced, by payment or prepayment or otherwise, to less than
$10,000,000, such Advances shall automatically Convert into Base Rate
Advances.

                          
(g)        Upon the occurrence and during the
continuance of any Event of Default, (x) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance and (y) the obligation of the Lenders to make
or Continue, or to Convert Advances into, Eurodollar Rate Advances shall be
suspended.

                          
(h)        If the rating system of either
Moody's or Standard & Poor's shall change, or if either such rating
agency shall cease to be in the business of rating corporate debt obligations,
the Borrower and the Administrative Agent (on behalf of the Lenders) shall
negotiate in good faith to amend the references to specific ratings in this
Agreement to reflect such changed rating system or the non-availability of
ratings from such rating agency (provided that any such amendment to such
specific ratings shall in no event be effective without the approval of the
Majority Lenders).





                          
SECTION 2.09.  Voluntary Conversion and Continuation of
Advances.






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(a)         Optional
Conversion.  The Borrower may on any Business Day, upon notice given to
the Administrative Agent not later than 12:00 P.M. (New York City time) on the
third Business Day prior to the date of the proposed Conversion and subject to
the provisions of Sections 2.08 and 2.12, Convert all or any portion of the
outstanding Advances of one Type comprising part of the same Borrowing into
Advances of the other Type; provided that (i) any Conversion of Base
Rate Advances into Eurodollar Rate Advances shall be in an amount not less than
the minimum amount specified in Section 2.02(b) and (ii) in the case
of any such Conversion of a Eurodollar Rate Advance into a Base Rate Advance on
a day other than the last day of an Interest Period therefor, the Borrower shall
reimburse the Lenders in respect thereof pursuant to Section 8.04(c).  Each
such notice of a Conversion shall, within the restrictions specified above,
specify (x) the date of such Conversion, (y) the Advances to be Converted,
and (z) if such Conversion is into Eurodollar Rate Advances, the duration of the
initial Interest Period for each such Advance.  Each notice of Conversion
shall be irrevocable and binding on the Borrower.

                          
(b)        Continuations.  The
Borrower may, on any Business Day, upon notice given to the Administrative Agent
not later than 12:00 P.M. (New York City time) on the third Business Day
prior to the date of the proposed Continuation and subject to the provisions of
Sections 2.08 and 2.12, Continue all or any portion of the outstanding
Eurodollar Rate Advances comprising part of the same Borrowing for one or more
Interest Periods; provided that (i) Eurodollar Rate Advances so
Continued and having the same Interest Period shall be in an amount not less
than the minimum amount specified in Section 2.02(b) and (ii) in the
case of any such Continuation on a day other than the last day of an Interest
Period therefor, the Borrower shall reimburse the Lenders in respect thereof
pursuant to Section 8.04(c).  Each such notice of a Continuation
shall, within the restrictions specified above, specify (x) the date of such
Continuation, (y) the Eurodollar Rate Advances to be Continued and (y) the
duration of the initial Interest Period (or Interest Periods) for the Eurodollar
Rate Advances subject to such Continuation.  Each notice of Continuation
shall be irrevocable and binding on the Borrower.





                          
SECTION 2.10. Prepayments of Advances.

                          
(a)         The Borrower shall have no
right to prepay any principal amount of any Advances other than as provided in
subsection (b) below.

                          
(b)        The Borrower may, on notice given
not later than 12:00 P.M. (New York City time) on the second Business Day prior
to the date of the proposed prepayment of Advances (in the case of an Eurodollar
Rate Advances) or given not later than 12:00 P.M. (New York City time) on the
Business Day of the proposed prepayment of Advances (in the case of Base Rate
Advances), stating the proposed date and aggregate principal amount of the
prepayment, and if such notice is given the Borrower shall, prepay the
outstanding principal amounts of the Advances comprising part of the same
Borrowing in whole or ratably in part, together with accrued interest to the
date of such prepayment on the principal amount prepaid; provided,
however, that (x) each partial prepayment shall be in an aggregate
principal amount not less than $10,000,000 or integral multiples of $1,000,000
in excess thereof and (y) in the case of any such prepayment of a Eurodollar
Rate Advance on a day other than the last day of an Interest Period therefor,
the Borrower shall reimburse the Lenders in respect thereof pursuant to
Section 8.04(c).





                          
SECTION 2.11.  Increased Costs.

                          
(a)         If, due to either (i) the
introduction of or any change (other than any change by way of imposition or
increase of reserve requirements included in the Eurodollar Rate Reserve
Percentage) in or in the interpretation of any law or regulation or (ii) the
compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law), there shall be
any increase in the cost to any Lender of agreeing to make or making, funding or
maintaining Eurodollar Rate Advances, then the Borrower shall from time to time,
upon demand by such Lender (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender
additional amounts sufficient to compensate such Lender for such increased
cost.  A certificate as to the amount of such increased cost, submitted to
the Borrower and the Administrative Agent by such Lender, shall be conclusive
and binding for all purposes, absent manifest error.

                          
(b)        If any Lender determines that
compliance with any law or regulation or any guideline or request from any
central bank or other governmental authority (whether or not having the force of
law) affects or would affect the amount of capital required or expected to be
maintained by such Lender or any corporation controlling such Lender and that
the amount of such capital is increased by or based upon the existence of such
Lender's commitment to lend hereunder and other commitments of this type, then,
upon demand by such Lender (with a copy of such demand to the Administrative
Agent), the Borrower shall immediately pay to the Administrative Agent for the
account of such Lender, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender or such corporation in
the light of such circumstances, to the extent that such Lender reasonably
determines such increase in capital to be allocable to the existence of such
Lender's commitment to lend hereunder.  A certificate as to such amounts
submitted to the Borrower and the Administrative Agent by such Lender shall be
conclusive and binding for all purposes, absent manifest error.







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SECTION 2.12.  Illegality.  Notwithstanding any
other provision of this Agreement, if any Lender shall notify the Administrative
Agent that the introduction of or any change in or in the interpretation of any
law or regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for such Lender or its Eurodollar Lending
Office to perform its obligations hereunder to make or Continue Eurodollar Rate
Advances or to fund or otherwise maintain Eurodollar Rate Advances hereunder,
(i) the obligation of such Lender to make or Continue, or to Convert Advances
into, Eurodollar Rate Advances shall be suspended until the Administrative Agent
shall notify the Borrower and the Lenders that the circumstances causing such
suspension no longer exist and (ii) each Eurodollar Rate Advance of such Lender
shall convert into a Base Rate Advance at the end of the then current Interest
Period for such Eurodollar Rate Advance.





                          
SECTION 2.13.
 Payments and
Computations.






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(a)         The Borrower shall make each
payment hereunder without set-off or counterclaim not later than 12:00 P.M. (New
York City time) on the day when due in U.S. dollars to the Administrative Agent
at its address referred to in Section 8.02 in same day funds.  The
Administrative Agent will promptly thereafter cause to be distributed like funds
relating to the payment of principal, interest, Facility Fee or Utilization Fee
ratably (other than amounts payable pursuant to Section 2.02(c), 2.11, 2.14 or
8.04(c)) to the Lenders for the account of their respective Applicable Lending
Offices, and like funds relating to the payment of any other amount payable to
any Lender to such Lender for the account of its Applicable Lending Office, in
each case to be applied in accordance with the terms of this Agreement. 
Upon its acceptance of an Assignment and Acceptance and recording of the
information contained therein in the Register pursuant to Section 8.06(d),
from and after the effective date specified in such Assignment and Acceptance,
the Administrative Agent shall make all payments hereunder in respect of the
interest assigned thereby to the Lender assignee thereunder, and the parties to
such Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between
themselves.

                          
(b)        All computations of interest based
on Citibank's base rate shall be made by the Administrative Agent on the basis
of a year of 365 or 366 days, as the case may be, for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest is payable.  All computations of interest based on the
Eurodollar Rate or the Federal Funds Rate and of the Facility Fee and the
Utilization Fee shall be made by the Administrative Agent, and all computations
of interest pursuant to Section 2.07 shall be made by a Lender, on the
basis of a year of 360 days, for the actual number of days (including the first
day but excluding the last day) occurring in the period for which such interest
or fee is payable.  Each determination by the Administrative Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

                          
(c)         Whenever any payment
hereunder would be due on a day other than a Business Day, such due date shall
be extended to the next succeeding Business Day, and any such extension of such
due date shall in such case be included in the computation of payment of
interest, Facility Fee or Utilization Fee, as the case may be; provided
however that if such extension would cause payment of interest on or principal
of Eurodollar Rate Advances to be made in the next following calendar month,
such payment shall be made on the next preceding Business Day.

                          
(d)        Unless the Administrative Agent
shall have received notice from the Borrower prior to the date on which any
payment is due to the Lenders hereunder that the Borrower will not make such
payment in full, the Administrative Agent may assume that the Borrower has made
such payment in full to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each Lender on such due date an amount equal to the amount then
due such Lender.  If and to the extent that the Borrower shall not have so
made such payment in full to the Administrative Agent, each Lender shall repay
to the Administrative Agent forthwith on demand such amount distributed to such
Lender together with interest thereon, for each day from the date such amount is
distributed to such Lender until the date such Lender repays such amount to the
Administrative Agent, at the Federal Funds Rate.






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SECTION 2.14.  Taxes.

                          
(a)         Any and all payments by the
Borrower hereunder shall be made, in accordance with Section 2.13, free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Lender and the Administrative
Agent, taxes imposed on its income, and franchise taxes imposed on it, by the
jurisdiction under the laws of which such Lender or the Administrative Agent (as
the case may be) is organized or any political subdivision thereof and, in the
case of each Lender, taxes imposed on its income, and franchise taxes imposed on
it, by the jurisdiction of such Lender's Applicable Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities being hereinafter referred to
as “Taxes”).  If the Borrower shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder to any Lender or the
Administrative Agent, (i) the sum payable shall be increased as may be necessary
so that after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.14) such Lender or the
Administrative Agent (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law.

                          
(b)        In addition, the Borrower agrees
to pay any present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies which arise from any payment made
hereunder or from the execution, delivery or registration of, or otherwise with
respect to, this Agreement (hereinafter referred to as “Other
Taxes”).

                          
(c)         The Borrower will indemnify
each Lender and the Administrative Agent for the full amount of Taxes or Other
Taxes (including, without limitation, any Taxes and Other Taxes imposed by any
jurisdiction on amounts payable under this Section 2.14) paid by such Lender or
the Administrative Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally
asserted.  This indemnification shall be made within 30 days from the
date such Lender or the Administrative Agent (as the case may be) makes written
demand therefor.  A certificate as to the amount of such Taxes and Other
Taxes, submitted to the Borrower and the Administrative Agent by such Lender,
shall be conclusive and binding (as between the Borrower, the Lenders and the
Administrative Agent) for all purposes, absent manifest error.

                          
(d)        Within 30 days after the date of
any payment of Taxes, the Borrower will furnish to the Administrative Agent, at
its address referred to in Section 8.02, the original or a certified copy of a
receipt evidencing payment thereof or other proof of payment of such Taxes
reasonably satisfactory to the relevant Lender(s).  If no Taxes are payable
in respect of any payment hereunder, upon the request of the Administrative
Agent the Borrower will furnish to the Administrative Agent, at such address, a
statement to such effect with respect to each jurisdiction designated by the
Administrative Agent.







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(e)         Each Lender organized under
the laws of a jurisdiction outside the United States, on or prior to the date of
its execution and delivery of this Agreement (in the case of each Bank) and on
the date of the Assignment and Acceptance pursuant to which it becomes a Lender
(in the case of each other Lender), and from time to time thereafter if
requested in writing by the Borrower (but only so long as such Lender remains
lawfully able to do so), shall provide the Borrower with Internal Revenue
Service form W-8BEN or W-8ECI, as appropriate, or any successor form prescribed
by the Internal Revenue Service, certifying that such Lender is entitled to
benefits under an income tax treaty to which the United States is a party which
reduces the rate of withholding tax on payments of interest or certifying that
the income receivable pursuant to this Agreement is effectively connected with
the conduct of a trade or business in the United States.  If the form
provided by a Lender at the time such Lender first becomes a party to this
Agreement indicates a United States interest withholding tax rate in excess of
zero, withholding tax at such rate shall be considered excluded from
“Taxes” as
defined in Section 2.15(a).

                          
(f)         For any period with respect
to which a Lender has failed to provide the Borrower with the appropriate form
described in Section 2.14(e) (other than if such failure is due to a change in
law occurring subsequent to the date on which a form originally was required to
be provided, or if such form otherwise is not required under the first sentence
of subsection (e) above), such Lender shall not be entitled to
indemnification under Section 2.14(a) or (c) with respect to Taxes imposed by
the United States; provided however that should a Lender become subject
to Taxes because of its failure to deliver a form required hereunder, the
Borrower shall take such steps as the Lender shall reasonably request to assist
the Lender to recover such Taxes.

                          
(g)        Any Lender claiming any additional
amounts payable pursuant to this Section 2.14 shall use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
change the jurisdiction of its Applicable Lending Office(s) if the making of
such a change would avoid the need for, or reduce the amount of, any such
additional amounts that may thereafter accrue and would not, in the reasonable
judgment of such Lender, be otherwise disadvantageous to such Lender.





                          
SECTION 2.15.  Set-Off; Sharing of Payments, Etc.

                          
(a)  Without limiting any of the obligations of the Borrower or the rights
of the Lenders hereunder, if the Borrower shall fail to pay when due (whether at
stated maturity, by acceleration or otherwise) any amount payable by it
hereunder or under any Note each Lender may, without prior notice to the
Borrower (which notice is expressly waived by it to the fullest extent permitted
by applicable law), set off and appropriate and apply against such amount any
and all deposits (general or special, time or demand, provisional or final, in
any currency, matured or unmatured) and other obligations and liabilities at any
time held or owing by such Lender or any branch or agency thereof to or for the
credit or account of the Borrower.  Each Lender shall promptly provide
notice of such set-off to the Borrower, provided that failure by such
Lender to provide such notice shall not give the Borrower any cause of action or
right to damages or affect the validity of such set-off and
application.







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(b)  If any Lender shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) on
account of the Advances made by it (other than pursuant to Section 2.02(c),
2.11, 2.14 or 8.04(c)) in excess of its ratable share of payments on account of
the Advances obtained by all the Lenders, such Lender shall forthwith purchase
from the other Lenders such participations in the Advances made by them as shall
be necessary to cause such purchasing Lender to share the excess payment ratably
with each of them; provided however that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender, such
purchase from each Lender shall be rescinded and such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery together
with an amount equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so
recovered.  The Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.15 may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off) with respect to such participation as fully as if such
Lender were the direct creditor of the Borrower in the amount of such
participation.





                          
SECTION 2.16.  Right to Replace a Lender.  If the
Borrower is required to make any additional payment pursuant to Section 2.11 or
2.14 to any Lender or if any Lender's obligation to make or Continue, or to
Convert Advances into, Eurodollar Rate Advances shall be suspended pursuant to
Section 2.12 (in each case, such Lender being an “Affected
Person”), the
Borrower may elect, if such amounts continue to be charged or such suspension is
still effective, to replace such Affected Person as a party to this Agreement;
provided that, no Default or Event of Default shall have occurred and be
continuing at the time of such replacement; and provided further
that, concurrently with such replacement, (i) another financial institution
which is an Eligible Assignee and is reasonably satisfactory to the Borrower and
the Administrative Agent shall agree, as of such date, to purchase for cash the
Advances of the Affected Person pursuant to an Assignment and Acceptance and to
become a Lender for all purposes under this Agreement and to assume all
obligations (including all outstanding Advances) of the Affected Person to be
terminated as of such date and to comply with the requirements of Section 8.06
applicable to assignments, and (ii) the Borrower shall pay to such Affected
Person in same day funds on the day of such replacement all interest, fees and
other amounts then due and owing to such Affected Person by the Borrower
hereunder to and including the date of termination, including without limitation
payments due such Affected Person under Section 2.11 and 2.14.







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SECTION 2.17.  Evidence of Indebtedness. 
(a)  Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Advance made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

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

                          
(c)  The entries made in the accounts maintained pursuant to clause (a) or
(b) of this Section 2.17 shall be prima facie evidence of the existence and
amounts of the obligations recorded therein; provided that the failure of
any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Advances in accordance with the terms of this Agreement.





ARTICLE 3
CONDITIONS OF
LENDING





                          
SECTION 3.01.  Conditions Precedent to Initial
Borrowing.  The obligation of
each Lender to make an Advance on the occasion of the initial Borrowing is
subject to the condition precedent that the Administrative Agent shall have
received the following, each (unless otherwise specified below) dated the
Effective Date, in form and substance satisfactory to the Administrative Agent
and (except for the items in clauses (a), (b), (c) and (d)) in sufficient copies
for each Lender:

             
(a)         Certified copies of (x) the
charter and by-laws of the Borrower, (y) the resolutions of the Board of
Directors of the Borrower authorizing and approving this Agreement and the
transactions contemplated hereby, and (z) all documents evidencing other
necessary corporate action and governmental approvals, if any, with respect to
this Agreement.

             
(b)        A certificate of the Secretary or
an Assistant Secretary of the Borrower certifying the names and true signatures
of the officers of the Borrower authorized to sign this Agreement and the other
documents to be delivered hereunder.

             
(c)         A certificate from the
Secretary of State of the State of Delaware dated a date reasonably close to the
date hereof as to the good standing of and charter documents filed by the
Borrower.

             
(d)        A favorable opinion of Jonathan D.
Kantor, Esq., in-house counsel to the Borrower, substantially in the form of
Exhibit C hereto.







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(e)         A favorable opinion of
Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to the
Administrative Agent, substantially in the form of Exhibit D
hereto.

             
(f)         A certificate of a
Responsible Officer of the Borrower certifying that (i) no Default or Event of
Default as of the date thereof has occurred and is continuing, and (ii) the
representations and warranties contained in Section 4.01 are true and
correct on and as of the date thereof as if made on and as of such
date.

             
(g)        Evidence of (x) the termination of
the commitment of each lender and (y) the payment by the Borrower of all amounts
whatsoever payable to each of the lenders, in each case under the Existing
Credit Agreement.

             
(h)        Such other approvals, opinions and
documents relating to this Agreement and the transactions contemplated hereby as
the Administrative Agent or any Lender may, through the Administrative Agent,
reasonably request.





                          
SECTION 3.02. 
Conditions Precedent to Each
Borrowing.  The obligation of
each Lender to make an Advance on the occasion of each Borrowing (including the
initial Borrowing) shall be subject to the further conditions precedent that on
the date of such Borrowing the following statements shall be true (and each of
the giving of the applicable Notice of Borrowing and the acceptance by the
Borrower of the proceeds of such Borrowing shall constitute a representation and
warranty by the Borrower that on the date of such Borrowing such statements are
true):

             
(a)         the representations and
warranties contained in Section 4.01 (not including, in the case of any
Borrowing after the initial Borrowing, the Excluded Representations) are true
and correct in all material respects on and as of the date of such Borrowing,
before and after giving effect to such Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date; and

             
(b)        No Event of Default or event,
which, with the giving of notice or the passage of time or both, would be an
Event of Default, has occurred and is continuing, or would result from such
Borrowing or from the application of the proceeds.





ARTICLE 4
REPRESENTATIONS AND
WARRANTIES





                          
SECTION 4.01.  Representations and Warranties of the Borrower.  The Borrower represents, warrants and agrees as
follows:






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(a)         The Borrower and each of its
Significant Subsidiaries (i) is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization, (ii) is duly
qualified and in good standing as a foreign corporation in each other
jurisdiction in which it owns or leases property or in which the conduct of its
business requires it to so qualify or be licensed and where, in each case,
failure so to qualify and be in good standing could have a Material Adverse
Effect and (iii) has all requisite corporate power and authority to own or lease
and operate its properties and to carry on its business as now conducted and as
proposed to be conducted.

             
(b)        The execution, delivery and
performance by the Borrower of this Agreement are within the Borrower's
corporate powers, have been duly authorized by all necessary corporate action,
and do not (i) contravene the Borrower's charter, by-laws or other
organizational documents, (ii) contravene any contractual restriction binding on
the Borrower or (iii) violate any law, rule or regulation (including,
without limitation, the Securities Act of 1933 and the Exchange Act and the
regulations thereunder, and Regulations U and X issued by the Board of
Governors of the Federal Reserve System, each as amended from time to time), or
order, writ, judgment, injunction, decree, determination or award.  The
Borrower is not in violation of any such law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award or in breach of any
contractual restriction binding upon it, except for such violation or breach
which would not have a Material Adverse Effect.

             
(c)         No authorization or approval
or other action by, and no notice to or filing with, any governmental authority
or regulatory body is required (other than those which have been obtained) for
the due execution, delivery and performance by the Borrower of this
Agreement.

             
(d)        This Agreement is a legal, valid
and binding obligation of the Borrower enforceable against the Borrower in
accordance with their respective terms.

             
(e)         (i) if available on or prior
to the date hereof, the Borrower shall have heretofore furnished to each of the
Lenders its unaudited Consolidated balance sheet and statements of earnings,
equity and cash flows as at and for the three-month period ended March 31, 2001,
and such financial statements fairly present, in all material respects, the
Consolidated financial condition and results of operations of the Borrower and
its Subsidiaries as at the date thereof and for such three-month period, all in
accordance with GAAP (subject, in the case of such financial statements as at
March 31, 2001, to normal year-end audit adjustments), (ii) the Borrower has
heretofore furnished to each of the Lenders its audited Consolidated balance
sheet and statements of earnings, equity and cash flows as at and for the fiscal
year ended December 31, 2000, and such financial statements fairly present, in
all material respects, the Consolidated financial condition and results of
operations of the Borrower and its Subsidiaries as at the date thereof and for
such fiscal year, all in accordance with GAAP;  (iii) if available on or
prior to the date hereof, the Borrower shall have heretofore furnished to each
of the Lenders the Quarterly Statement as of March 31, 2001, of each of CAC, CCC
and CIC, as filed, in each case, with the applicable Insurance Regulatory
Authority, and such Statements present fairly, in all material respects, such
condition and affairs as of such date, in accordance with SAP; (iv) the Borrower
has heretofore furnished to each of the Lenders the Annual Statement of each of
CAC, CCC and CIC for the fiscal year ended December 31, 2000, as filed, in
each case, with the applicable Insurance Regulatory Authority, and such Annual
Statements present fairly, in all material respects, the financial condition of
CAC, CCC and CIC, as applicable, as at, and the results of operations for the
fiscal year ended December 31, 2000, in accordance with SAP as in effect on
December 31, 2000; and (v) since December 31, 2000, there has been no
material adverse change in the business, condition (financial or otherwise)
results of operations or prospects of the Borrower and its Subsidiaries, taken
as a whole.







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(f)         Other than as disclosed in
filings of the Borrower with the Securities and Exchange Commission, there is no
action pending or threatened in writing or proceeding affecting the Borrower or
any of its Subsidiaries before any court, governmental agency or arbitrator
which (i) is reasonably likely to have a Material Adverse Effect or (ii)
purports to affect this Agreement or the transactions contemplated
hereby.

             
(g)        The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying Margin
Stock, and no proceeds of any Advance will be used for the purpose, whether
immediate, incidental or ultimate, of buying or carrying Margin Stock.  The
Borrower is, and after applying the proceeds of each Advance, will be in
compliance with its obligations under Section 5.01(b).  If requested
by any Lender or the Administrative Agent, the Borrower will furnish to the
Administrative Agent and each Lender a statement in conformity with the
requirements of Federal Reserve Form U-1 referred to in Regulation U, the
statements made in which shall be such, in the opinion of each Lender, as to
permit the transactions contemplated hereby in accordance with
Regulation U.  No portion of any Advance under this Agreement shall be
used by the Borrower in violation of Regulation T, Regulation U or Regulation X
of the Board of Governors of the Federal Reserve System or any other Regulation
of such Board, as in effect on the date or dates of such Advance and such use of
proceeds.

             
(h)        The Borrower is not an “investment
company”, or a Person “controlled by” an
“investment company”, as such terms are
defined in the Investment Company Act of 1940, as amended.

             
(i)          All information that
has been made available by the Borrower or any of its representatives to the
Administrative Agent or any Lender in connection with the negotiation of this
Agreement was, on or as of the dates on which such information was made
available, complete and correct in all material respects and did not contain any
untrue statement of a material fact or omit to state a fact necessary to make
the statements contained therein not misleading in light of the time and
circumstances under which such statements were made.  All financial
projections that have been prepared by the Borrower and made available to the
Administrative Agent or any Lender in connection with the negotiation of this
Agreement have been prepared in good faith based upon reasonable
assumptions.  There is no fact known to the Borrower (other than matters of
a general economic nature) that has had, or could reasonably be expected to
have, a Material Adverse Effect and that has not been disclosed herein or in
such other documents, certificates and statements furnished to the Lenders for
use in connection with the transactions contemplated by this
Agreement.







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(j)          Neither the Borrower
nor any other member of the Controlled Group maintains, or is obligated to
contribute to, any Multiemployer Plan or has incurred, or is reasonably expected
to incur, any withdrawal liability to any Multiemployer Plan. Each Plan complies
in all material respects with all applicable requirements of law and
regulations, except where noncompliance would not have a Material Adverse
Effect. Neither the Borrower nor any member of the Controlled Group has, with
respect to any Plan, failed to make any material contribution or pay any
material amount required under Section 412 of the Code or Section 302 of ERISA
or the terms of such Plan. The Borrower has not engaged in any prohibited
transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in
connection with any Plan which may reasonably be expected to have a Material
Adverse Effect. Within the last five years neither the Borrower nor any member
of the Controlled Group has engaged in a transaction which resulted in a Single
Employer Plan with an Unfunded Liability being transferred out of the Controlled
Group. No Termination Event has occurred or is reasonably expected to occur with
respect to any Plan which is subject to Title IV of ERISA.

             
(k)         The Borrower and each of its
Subsidiaries is in compliance with all laws, statutes, rules, regulations and
orders binding on or applicable to the Borrower (including, without limitation,
all Environmental Laws), its Subsidiaries and all of their respective
properties, except to the extent failure to so comply could not (either
individually or in the aggregate) reasonably be expected to have a Material
Adverse Effect.

             
(l)          There is no indenture,
agreement or other contractual arrangement to which the Borrower or any
Significant Subsidiary is a party that, directly or indirectly, prohibits or
restrains, or has the effect of prohibiting or restraining, or imposing any
condition upon, the declaration or payment of dividends or other distributions
on any class of stock of any Subsidiary of the Borrower, other than such
prohibitions, restraints and conditions which are disclosed in filings of the
Borrower with the Securities and Exchange Commission.






ARTICLE 5
COVENANTS OF THE
BORROWER





                          
SECTION 5.01.  Covenants.  During the term of this Agreement, unless the Required Lenders
shall otherwise consent in writing:

             
(a)         Financial
Reporting.  The Borrower will furnish to the
Lenders:






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(i)          As
soon as practicable and in any event within 120 days after the close of each of
its fiscal years, an audit report which is not qualified as to going concern or
access or in any other material respect and which is certified by independent
certified public accountants, acceptable to the Lenders, prepared in accordance
with GAAP on a consolidated basis for itself and its Subsidiaries, including
balance sheets as of the end of such period and related income and cash flow
statements accompanied by a certificate of said accountants that, in the course
of the examination necessary for their certification of the foregoing, they have
obtained no knowledge of any Default or Event of Default in respect of Section
5.01(m) or (n), or if, in the opinion of such accountants, any Default or Event
of Default in respect of Section 5.01(m) or (n) shall exist, stating the nature
and status thereof.

(ii)         As soon as
practicable and in any event within 75 days after the close of each quarterly
period (other than the fourth quarterly period) of each of its fiscal years, for
itself and its Subsidiaries, a consolidated unaudited balance sheet as at the
close of each such period and consolidated income and cash flow statements for
the period from the beginning of such fiscal year to the end of such quarter,
all certified by its chief financial officer.

(iii)        Together with
the financial statements required by clauses (i) and (ii), a compliance
certificate in substantially the form of Exhibit E hereto signed by the chief
financial officer of the Borrower showing the calculations necessary to
determine compliance with the financial covenants contained in this Agreement
and stating that no Default or Event of Default exists, or if any Default or
Event of Default exists, stating the nature and status
thereof.

(iv)        Upon the earlier
of (i) ten (10) days after the regulatory filing date or (ii) 75 days after the
close of each of the first three fiscal quarters of each fiscal year of each
Significant Insurance Subsidiary, copies of the Quarterly Statement of such
Significant Insurance Subsidiary, certified by such officers as shall be
required by SAP of such Significant Insurance Subsidiary, all such statements to
be prepared in accordance with SAP consistently applied through the period
reflected therein.

(v)         Upon the
earlier of (i) fifteen days after the regulatory filing date or (ii) 90 days
after the close of each fiscal year of each Significant Insurance Subsidiary,
copies of the Annual Statement of such Significant Insurance Subsidiary for such
fiscal year, as certified by such officers as shall be required by SAP for such
Significant Insurance Subsidiary and prepared on the NAIC annual statement
blanks (or such other form as shall be required by the jurisdiction of
incorporation of each such Insurance Subsidiary), all such statements to be
prepared in accordance with SAP consistently applied throughout the periods
reflected therein.







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(vi)        As soon as
available and only to the extent such an audited statement is required to be
prepared by any Governmental Authority, a copy of the audited annual statement
of each of CCC and CAC on a consolidated basis and CIC on a combined basis (with
the other Insurance Subsidiaries in the same insurance pool) for the preceding
year, as certified by such officers as shall be required by SAP for such
entities and prepared on the form as shall be required by the jurisdictions in
which they are filed, all such statements to be prepared in accordance with SAP
consistently applied throughout the periods reflected therein and to be
certified by independent certified public accountants of recognized national
standing reasonably acceptable to the Administrative
Agent.

(vii)       Within 150 days after
the close of each of its fiscal years, annual statutory statements for the
Borrower's Insurance Subsidiaries on a consolidated or combined basis, certified
by such officers as shall be required by SAP, such statements to be prepared in
accordance with SAP consistently applied throughout the periods reflected
therein.

(viii)      As soon as possible and in
any event within 20 days after the Borrower knows that any Termination Event has
occurred with respect to any Plan, a statement, signed by the chief financial
officer of the Borrower, describing said Termination Event and the action which
the Borrower proposes to take with respect thereto.

(ix)        Promptly upon the
filing thereof, copies of all registration statements and annual, quarterly,
monthly or other regular reports which the Borrower or any of its Significant
Insurance Subsidiaries files with the Securities and Exchange Commission or any
securities exchange.

(x)         Such other
information (including, without limitation, non-financial information) as the
Administrative Agent or any Lender may from time to time reasonably
request.

             
(b)        Use of
Proceeds.  The Borrower will, and will cause
each Subsidiary to, use the proceeds of the Advances for general corporate
purposes (including to support the commercial paper program of the Borrower and
to finance Acquisitions); provided that the Borrower will not use any of
the proceeds of any Advance for the purpose of financing a Hostile Acquisition;
provided further that neither the Administrative Agent nor any Lender
shall have any responsibility as to the use of any such proceeds.






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(c)         Certain
Notices.  The Borrower will give prompt notice in
writing to the Administrative Agent and the Lenders of (i) the occurrence of any
Default or Event of Default, (ii) any other development, financial or otherwise,
relating specifically to the Borrower which could reasonably be expected to have
a Material Adverse Effect, (iii) the receipt of any notice from any Governmental
Authority of the expiration without renewal, revocation or suspension of, or the
institution of any proceedings to revoke or suspend, any License now or
hereafter held by any Significant Insurance Subsidiary which is required to
conduct insurance business in compliance with all applicable laws and
regulations, other than such expiration, revocation or suspension which,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect, (iv) the receipt of any notice from any Governmental
Authority of the institution of any disciplinary proceedings against or in
respect of any Significant Insurance Subsidiary, or the issuance of any order,
the taking of any action or any request for an extraordinary audit for cause by
any Governmental Authority which, if adversely determined, could reasonably be
expected to have a Material Adverse Effect, (v) any judicial or administrative
order limiting or controlling the insurance business of any Significant
Insurance Subsidiary (and not the insurance industry generally) which has been
issued or adopted and which could reasonably be expected to have a Material
Adverse Effect or (vi) any change in the rating of the unsecured, unguaranteed
senior long-term debt obligations of the Borrower by Moody's or
S&P.

             
(d)        Conduct of
Business.  The Borrower will, and will cause
each Significant Subsidiary to, do all things necessary (if applicable) to
remain duly incorporated, validly existing and in good standing as a domestic
corporation in its jurisdiction of incorporation and maintain all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted except where such failure to remain in good standing or to maintain
such authority may not reasonably be expected to have a Material Adverse Effect.
The Borrower will cause each Significant Insurance Subsidiary to (a) carry on or
otherwise be associated with the business of a licensed insurance carrier and
(b) do all things necessary to renew, extend and continue in effect all Licenses
which may at any time and from time to time be necessary for such Significant
Insurance Subsidiary to operate its insurance business in compliance with all
applicable laws and regulations; provided, however, that any such
Significant Insurance Subsidiary may withdraw from one or more states as an
admitted insurer, change the state of its domicile or fail to keep in effect any
License if such withdrawal, change or failure is in the best interests of the
Borrower and such Significant Insurance Subsidiary and could not reasonably be
expected to have a Material Adverse Effect.

             
(e)         Taxes.  The Borrower will, and will cause each Subsidiary to, pay when
due all material taxes, assessments and governmental charges and levies upon it
or its income, profits or Property, except those which are being contested in
good faith by appropriate proceedings and with respect to which adequate
reserves have been set aside.

             
(f)        
Insurance.  The Borrower will, and will
cause each Significant Subsidiary to, maintain with financially sound and
reputable insurance companies insurance on all or substantially all of its
Property, or shall maintain self-insurance, in such amounts and covering such
risks as is consistent with sound business practice for Persons in substantially
the same industry as the Borrower or such Subsidiary, and the Borrower will
furnish to any Lender upon request full information as to the insurance
carried.







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(g)        Compliance with
Laws.  The Borrower will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject (including
ERISA and applicable Environmental Laws), except where the failure to so comply
could not reasonably be expected to have a Material Adverse
Effect.

             
(h)        Maintenance of
Properties.  The Borrower will, and will cause
each Significant Subsidiary to, do all things necessary to maintain, preserve,
protect and keep its Property in good repair, working order and condition, and
make all necessary and proper repairs, renewals and replacements so that its
business carried on in connection therewith may be properly conducted at all
times, except where the failure to so maintain, preserve, protect and repair
could not reasonably be expected to have a Material Adverse
Effect.

             
(i)         
Inspection.  The Borrower will, and will
cause each Subsidiary to, permit the Administrative Agent and the Lenders
(coordinated through the Administrative Agent), by their respective
representatives and agents, to inspect any of the Property, corporate books and
financial records of the Borrower and each Subsidiary, to examine and make
copies of the books of accounts and other financial records of the Borrower and
each Subsidiary, and to discuss the affairs, finances and accounts of the
Borrower and each Subsidiary with, and to be advised as to the same by, their
respective officers upon reasonable notice and at such reasonable times and
intervals as the Lenders may designate.

             
(j)         
Merger.  The Borrower will not, nor will it
permit any Significant Subsidiary to, merge or consolidate with or into any
other Person, except that (a) a Significant Subsidiary may merge into the
Borrower or a Wholly Owned Subsidiary and (b) the Borrower or any Significant
Subsidiary may merge or consolidate with any other Person provided that the
Borrower or such Significant Subsidiary shall be the continuing or surviving
corporation and, prior to and after giving effect to such merger or
consolidation, no Default or Event of Default shall exist.

             
(k)         Sale of
Assets.  The Borrower will not, nor will it
permit any Subsidiary to, lease, sell or otherwise dispose of a Substantial
Portion of Property of the Borrower and its Subsidiaries on a Consolidated basis
to any other Person(s) in any twelve month period; provided,
however, that Subsidiaries shall be permitted to sell assets for fair
market value in arm's-length transactions (as determined, in transactions out of
the ordinary course of business, by the Board of Directors of the selling Subsidiary acting in good faith).







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(l)         
Liens.  The Borrower will not, nor will it
permit any Subsidiary to, create, incur, or suffer to exist any Lien in or on
the Property of the Borrower or any of its Subsidiaries,
except:

            
(i)          Liens for taxes,
assessments or governmental charges or levies on its Property if the same shall
not at the time be delinquent or thereafter can be paid without penalty, or are
not material and are paid promptly upon receipt of notice of nonpayment, or are
being contested in good faith and by appropriate proceedings and for which
adequate reserves in accordance with generally accepted principles of accounting
shall have been set aside on its books;

            
(ii)         Liens imposed by law, such
as carriers', warehousemen's and mechanics' liens and other similar liens
arising in the ordinary course of business which secure payment of obligations
not more than 60 days past due or which are being contested in good faith by
appropriate proceedings and for which adequate reserves shall have been set
aside on its books;

            
(iii)        Liens arising out of pledges or
deposits under worker's compensation laws, unemployment insurance, old age
pensions, or other social security or retirement benefits, or similar
legislation, including, without limitation, statutory deposits under applicable
insurance laws;

            
(iv)       Utility easements, building
restrictions and such other encumbrances or charges against real property as are
of a nature generally existing with respect to properties of a similar character
and which do not in any material way affect the marketability of the same or
interfere with the use thereof in the business of the Borrower or the
Subsidiaries;

            
(v)  Liens existing on the Closing Date and, in the case of Liens upon
Property of the Borrower, described in Schedule II
hereto;

            
(vi)  Liens upon the Property of Insurance Subsidiaries incurred in the
ordinary course of their business;

            
(vii)  Liens on Qualifying SPV Assets securing Qualifying SPV Indebtedness,
which Qualifying SPV Assets shall have a fair market value not in excess of 25%
of the fair market value of the Invested Assets of the Borrower and its
Subsidiaries on a consolidated basis in accordance with GAAP as of the end of
the preceding calendar year;

            
(viii)  Liens on Receivables and Receivables Related Assets in connection
with Permitted Securitization Transactions; and

            
(ix)  Other Liens securing Indebtedness for borrowed money (including
Qualifying SPV Indebtedness) not exceeding at any time $500,000,000 in aggregate
principal amount.







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(m)        Consolidated
Capitalization.  The Borrower will maintain at all
times a ratio of (a) Aggregate Specified Indebtedness to (b) the sum of (i)
Aggregate Specified Indebtedness plus (ii) Consolidated Net Worth of not greater
than 0.35 to 1.0.

             
(n)        Insurance Company
Surplus.  The Borrower shall cause the combined
Surplus as Regards Policyholders of CCC on a consolidated basis and CIC on a
combined basis (with the other Insurance Subsidiaries in the same insurance
pool) to be at all times at least equal to $4.5 billion.

             
(o)        Limitation on Qualifying SPV
Assets.  The Borrower will not at any time permit the aggregate fair
market value of all Qualifying SPV Assets at such time to exceed 25% of the fair
market value of the Invested Assets of the Borrower and its Subsidiaries on a
consolidated basis in accordance with GAAP as of the end of the preceding
calendar year.






ARTICLE 6
EVENTS OF
DEFAULT





                          
SECTION 6.01.  Events of Default.  If any of the
following events (“Events of Default”) shall occur and be
continuing:

             
(a)         The Borrower shall fail to
pay any principal of any Advance when the same becomes due and payable; or the
Borrower shall fail to pay any interest on any Advance or any Facility Fee or
Utilization Fee or any other amount payable hereunder when due and such failure
remains unremedied for three Business Days; or

             
(b)        Any representation or warranty
made by the Borrower herein or by the Borrower (or any of its officers) in
connection with this Agreement shall prove to have been incorrect in any
material respect when made or deemed made; or

             
(c)         (i) The Borrower shall fail
to perform or observe any term, covenant or agreement contained in Sections
5.01(b), (c)(i), (j), (k), (l), (m) or (n) or (ii) the Borrower shall fail to
perform or observe any other term, covenant or agreement contained in this
Agreement on its part to be performed or observed, and such failure remains
unremedied for 30 days after notice thereof shall have been given to the
Borrower by the Administrative Agent or the Administrative Agent on behalf of
any Lender; or







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(d)        The Borrower or any of its
Subsidiaries shall fail to pay any principal of any other Indebtedness of the
Borrower which is outstanding in an aggregate principal amount of at least
$20,000,000, or its equivalent in other currencies (in this clause (d) called
“Material Indebtedness”), in the aggregate when the same becomes due and
payable (whether at scheduled maturity, by required prepayment, acceleration,
demand or otherwise); or any other event shall occur or condition shall exist
under any agreement or instrument relating to any Material Indebtedness and
shall continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such event or condition is to
accelerate, or to permit the acceleration of, the maturity of any Material
Indebtedness, or to require the same to be prepaid or defeased (other than by a
regularly required payment); or

             
(e)         The Borrower or any of its
Significant Subsidiaries shall generally not pay its debts as such debts become
due, or shall admit in writing its inability to pay its debts generally, or
shall make a general assignment for the benefit of creditors; or any proceeding
shall be instituted by or against the Borrower or any of its Significant
Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its property and, in the
case of any such proceeding instituted against the Borrower or any of its
Significant Subsidiaries, such proceeding shall remain undismissed or unstayed
for a period of 60 days; or the Borrower or any of its Significant Subsidiaries
shall take any corporate action to authorize any of the actions set forth above
in this subsection (e) (provided that, for purposes of this subsection (e);
or

             
(f)         In connection with the
actual or alleged insolvency of any of CAC, CCC or CIC or any other Insurance
Subsidiary, any Insurance Regulatory Authority shall appoint a rehabilitator,
receiver, custodian, trustee, conservator or liquidator or the like
(collectively, a “conservator”) for CAC, CCC, CIC or such other Insurance
Subsidiary, or cause possession of all or any substantial portion of the
property of CAC, CCC, CIC or such other Insurance Subsidiary to be taken by any
conservator (or any Insurance Regulatory Authority shall commence any action to
effect any of the foregoing); or

             
(g)        A Change in Control shall occur;
or

             
(h)        The Borrower or any of its
Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any
judgment or order for the payment of money, either singly or in the aggregate,
in excess of $20,000,000, which is not stayed on appeal or otherwise being
appropriately contested in good faith; or

             
(i)          The Borrower shall
terminate, or the PBGC shall institute proceedings under Title IV of ERISA to
terminate, or to impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or to cause a trustee to be appointed to administer, any
Single Employer Plan having Unfunded Liabilities in excess of
$20,000,000;







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then, and in any such event, the Administrative Agent (i) shall
at the request, or may with the consent, of the Majority Lenders, by notice to
the Borrower, declare the obligation of each Lender to make Advances to be
terminated, whereupon the same shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of the Majority Lenders, by notice to the
Borrower, declare the Advances, all interest thereon and all other amounts
payable under this Agreement to be forthwith due and payable, whereupon the
Advances, all such interest and all such amounts shall become and be forthwith
due and payable, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrower; provided,
however, that in the event of an Event of Default with respect to the
Borrower of the kind referred to in clause (e) above or with respect to any of
CAC, CCC or CIC of the kind referred to in clause (f) above, (A) the obligation
of each Lender to make Advances shall automatically be terminated and (B) the
Advances, all such interest and all such amounts shall automatically become and
be due and payable, without presentment, demand, protest or any notice of any
kind, all of which are hereby expressly waived by the Borrower.





ARTICLE 7
THE ADMINISTRATIVE AGENT





                          
SECTION 7.01.  Authorization and Action.  Each
Lender hereby appoints and authorizes the Administrative Agent to take such
action as administrative agent on its behalf and to exercise such powers under
this Agreement as are delegated to the Administrative Agent by the terms hereof,
together with such powers as are reasonably incidental thereto.  As to any
matters not expressly provided for by this Agreement (including, without
limitation, enforcement or collection of the Advances), the Administrative Agent
shall not be required to exercise any discretion or take any action, but shall
be required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Majority Lenders,
and such instructions shall be binding upon all Lenders; provided,
however, that the Administrative Agent shall not be required to take any
action which exposes the Administrative Agent to personal liability or which is
contrary to this Agreement or applicable law.  The Administrative Agent
agrees to give to each Lender prompt notice of each notice given to it by the
Borrower pursuant to the terms of this Agreement.







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SECTION 7.02.  Administrative Agent's Reliance, Etc.  Neither the Administrative Agent nor any of its directors,
officers, agents or employees shall be liable to the Lenders for any action
taken or omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful
misconduct.  Without limitation of the generality of the foregoing, the
Administrative Agent: (i) may consult with legal counsel (including counsel
for the Borrower), independent public accountants and other experts selected by
it and shall not be liable to the Lenders for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (ii) makes no warranty or representation to any Lender
and shall not be responsible to any Lender for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement; (iii) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement on the part of the Borrower or to inspect the property (including the
books and records) of the Borrower or any of its Subsidiaries; (iv) shall not be
responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; and (v) shall incur no
liability to the Lenders under or in respect of this Agreement by acting upon
any notice, consent, certificate or other instrument or writing (which may be by
telecopier, telegram, cable or telex) believed by it to be genuine and signed or
sent by the proper party or parties.





                          
SECTION 7.03.  Citibank and Affiliates.  With
respect to its Commitment and the Advances made by it, Citibank shall have the
same rights and powers under this Agreement as any other Lender and may exercise
the same as though it were not the Administrative Agent; and the term
“Lender”
or “Lenders” shall, unless otherwise expressly indicated, include Citibank in
its individual capacity.  Citibank and its Affiliates may accept deposits
from, lend money to, act as trustee under indentures of, and generally engage in
any kind of business with, the Borrower, any of its Subsidiaries and any Person
who may do business with or own securities of the Borrower or any such
Subsidiary, all as if Citibank were not the Administrative Agent and without any
duty to account therefor to the Lenders.





                          
SECTION 7.04.  Lender Credit Decision.  Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on the financial statements
referred to in Section 4.01 and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each Lender also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement.





                          
SECTION 7.05.  Indemnification  The Lenders agree
to indemnify the Administrative Agent (to the extent not reimbursed by the
Borrower), ratably according to the respective amounts of their Commitments,
from and against any and all liabilities, 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 the Administrative Agent in any way relating to or arising out of this
Agreement or any action taken or omitted by the Administrative Agent under this
Agreement, provided that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements found in a final-non-appealable judgment
by a court of competent jurisdiction to have resulted from the Administrative
Agent's gross negligence or willful misconduct.  Without limiting the
foregoing, each Lender agrees to reimburse the Administrative Agent promptly
upon demand for its ratable share of any out-of-pocket expenses (including
counsel fees) incurred by the Administrative Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
to the extent that the Administrative Agent is not reimbursed for such expenses
by the Borrower.







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SECTION 7.06.  Successor Administrative Agent. 
The Administrative Agent may resign at any time by giving written notice thereof
to the Lenders and the Borrower and may be removed at any time with or without
cause by the Majority Lenders.  Upon any such resignation or removal, the
Majority Lenders shall have the right to appoint a successor Administrative
Agent that, unless a Default or Event of Default shall have occurred and then be
continuing, is reasonably acceptable to the Borrower.  If no successor
Administrative Agent shall have been so appointed by the Majority Lenders, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent's giving of notice of resignation or the Majority Lenders'
removal of the retiring Administrative Agent, then the retiring Administrative
Agent may, on behalf of the Lenders, appoint a successor Administrative Agent,
which shall be a commercial bank organized under the laws of the United States
of America or of any State thereof and having total assets of at least
$1,000,000,000.  Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement.  After any retiring Administrative
Agent's resignation or removal hereunder as Administrative Agent, the provisions
of this Article 7 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent under this
Agreement.





                          
SECTION 7.07.  Advisor, Sole Arranger and Book Manager, Syndication Agent and
Documentation Agent.






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  The Advisor, Sole
Arranger and Book Manager, the Syndication Agent and the Documentation Agent
named on the cover page of this Agreement, in their capacities as such, shall
have no obligation, responsibility or required performance hereunder and shall
not become liable in any manner hereunder to any party hereto.





ARTICLE 8
MISCELLANEOUS






                          
SECTION 8.01.  Amendments,
Etc.  No amendment or waiver of any provision of
this Agreement, nor consent to any departure by the Borrower therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
Borrower and the Majority Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver or consent
shall, unless in writing and signed by all the Lenders, do any of the
following:  (a) increase or extend the Commitments of such Lenders, (b)
reduce the principal of, or interest on, the Notes or any fees (other than the
Administrative Agent's fee referred to in Section 2.03(c)) or other amounts
payable hereunder, (c) postpone any date fixed for any payment of principal of,
or interest on, the Advances or any fees (other than the Administrative Agent's
fee referred to in Section 2.03(c)) or other amounts payable hereunder,
(d) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Advances, or the number of Lenders, which shall be
required for the Lenders or any of them to take any action hereunder or
(e) amend this Section 8.01; provided further that no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above to take such
action, affect the rights or duties of the Administrative Agent under this
Agreement.  This Agreement and the agreement referred to in Section 2.03(c)
constitute the entire agreement of the parties with respect to the subject
matter hereof and thereof.

                          
SECTION 8.02.  Notices, Etc.  All notices and other communications provided for hereunder shall
be in writing (including telecopier) and mailed, telecopied or delivered by
hand:

             
(a)         if to the
Borrower:

CNA Financial Corporation
CNA Plaza
Chicago,
Illinois 60685

Attention:  Treasurer, 23
South

Telephone No.:  312-822-4161
Telecopier No.:  312-755-3692

            
(b)        if to the Administrative
Agent:

Citibank, N.A.
Two Penns Way, Suite 200
New Castle,
Delaware  19720

Attention:  Lee Ocasil

Telephone No.:  302-894-6065
Telecopier No.: 
302-894-6120

            
(c)         if to any Lender, at the
Domestic Lending Office specified in the Administrative Questionnaire of such
Lender;

or, as to the Borrower or the Administrative Agent, at such
other address as shall be designated by such party in a written notice to the
other parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Borrower and the
Administrative Agent.  All such notices and communications shall be deemed
to have been duly given or made (i) in the case of hand deliveries, when
delivered by hand, (ii) in the case of mailed notices, three Business Days after
being deposited in the mail, postage prepaid, and (iii) in the case of
telecopier notice, when transmitted and confirmed during normal business hours
(or, if delivered after the close of normal business hours, at the beginning of
business hours on the next Business Day), except that notices and communications
to the Administrative Agent pursuant to Article 2 or 7 shall not be effective
until received by the Administrative Agent.







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SECTION 8.03.  No Waiver; Remedies.  No failure
on the part of any Lender or the Administrative Agent to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right.  The remedies herein
provided are cumulative and not exclusive of any remedies provided by
law.





                          
SECTION 8.04.  Costs, Expenses and Indemnification.

                          
(a)         The Borrower agrees to pay
and reimburse on demand all reasonable costs and expenses of the Administrative
Agent and the Arranger in connection with the preparation, execution, delivery,
administration, modification and amendment of this Agreement and the other
documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent with respect thereto and with respect to advising the Administrative Agent
as to its rights and responsibilities under this Agreement.  The Borrower
further agrees to pay on demand all costs and expenses, if any (including,
without limitation, reasonable counsel fees and expenses of the Administrative
Agent and each of the Lenders), incurred by the Administrative Agent or any
Lender in connection with the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Agreement and the other documents to be
delivered hereunder, including, without limitation, reasonable counsel fees and
expenses in connection with the enforcement of rights under this Section
8.04(a).  Such reasonable fees and out-of-pocket expenses shall be
reimbursed by the Borrower upon presentation to the Borrower of a statement of
account, regardless of whether this Agreement is executed and delivered by the
parties hereto or the transactions contemplated by this Agreement are
consummated.

                          
(b)        The Borrower hereby agrees to
indemnify the Administrative Agent, Salomon Smith Barney Inc., each Lender and
each of their respective Affiliates and their respective officers, directors,
employees, agents, advisors and representatives (each, an “Indemnified
Party”) from and against any and all direct claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
disbursements of counsel), joint or several, that may be incurred by or asserted
or awarded against any Indemnified Party, in each case arising out of or in
connection with or relating to any investigation, litigation or proceeding or
the preparation of any defense with respect thereto arising out of or in
connection with or relating to this Agreement or the transactions contemplated
hereby or thereby or any use made or proposed to be made with the proceeds of
the Advances, whether or not such investigation, litigation or proceeding is
brought by the Borrower, any of its shareholders or creditors, an Indemnified
Party or any other Person, or an Indemnified Party is otherwise a party thereto,
and whether or not any of the conditions precedent set forth in Article 3 are
satisfied or the other transactions contemplated by this Agreement are
consummated, except to the extent such direct claim, damage, loss, liability or
expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct.







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The Borrower hereby further agrees that no Indemnified Party shall have any
liability (whether direct or indirect, in contract, tort or otherwise) to the
Borrower for or in connection with or relating to this Agreement or the
transactions contemplated hereby or thereby or any use made or proposed to be
made with the proceeds of the Advances, except to the extent such liability is
found in a final, non-appealable judgment by a court of competent jurisdiction
to have resulted from such Indemnified Party's gross negligence or willful
misconduct.


                          
(c)         If any payment of principal
of, or Conversion or Continuation of, any Eurodollar Rate Advance is made other
than on the last day of an Interest Period for such Advance as a result of any
optional or mandatory prepayment, acceleration of the maturity of the Advances
pursuant to Section 6.01 or for any other reason, the Borrower shall pay to the
Administrative Agent for the account of such Lender any amounts required to
compensate such Lender for any additional losses, costs or expenses (other than
loss of profit) which it may reasonably incur as a result of such payment,
Continuation or Conversion and the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such Advance.  A
certificate as to the amount of such losses, costs and expenses, submitted to
the Borrower and the Administrative Agent by such Lender, shall be conclusive
and binding for all purposes, absent manifest error.





                          
SECTION 8.05.  Binding Effect.  This Agreement
shall become effective when it shall have been executed by the Borrower and the
Administrative Agent and when the Administrative Agent shall have been notified
by each Bank that such Bank has executed it and thereafter shall be binding upon
and inure to the benefit of the Borrower, the Administrative Agent and each
Lender and their respective successors and permitted assigns, except that the
Borrower shall not have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Lenders.





                          
SECTION 8.06.  Assignments and Participations.

                          
(a)         Each Lender may, with notice
to and the consent of the Administrative Agent and, unless an Event of Default
shall have occurred and be continuing, the Borrower (such consents not to be
unreasonably withheld), assign to one or more banks or other entities all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment and the Advances owing to it);
provided that:

             
(i)          each such assignment
shall be of a constant, and not a varying, percentage of all rights and
obligations of the assigning Lender under this Agreement,







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(ii)         except in the case of an
assignment by a Lender to one of its Affiliates or to another Lender, the amount
of the Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event (unless the Borrower and the
Administrative Agent otherwise agree) be less than the lesser of (x) such
Lender's Commitment hereunder and (y) $10,000,000 or an integral multiple
of $1,000,000 in excess thereof,

             
(iii)        each such assignment shall be to
an Eligible Assignee,

             
(iv)       the parties to each such assignment
shall execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, and

             
(v)        the parties to each such
assignment (other than the Borrower) shall deliver to the Administrative Agent a
processing and recordation fee of $3,000.

Upon such execution, delivery, acceptance and recording, from
and after the effective date specified in each Assignment and Acceptance, (x)
the assignee thereunder shall be a party hereto and, to the extent that rights
and obligations hereunder have been assigned to it pursuant to such Assignment
and Acceptance, have the rights and obligations of a Lender hereunder and (y)
the Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such Lender shall cease to be a party hereto).

                          
(b)        By executing and delivering an
Assignment and Acceptance, the Lender assignor thereunder and the assignee
thereunder confirm to and agree with each other and the other parties hereto as
follows:  (i) other than as provided in such Assignment and Acceptance,
such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under this Agreement or any
other instrument or document furnished pursuant hereto; (iii) such assignee
confirms that it has received a copy of this Agreement, together with copies of
the financial statements referred to in Section 4.01 and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Administrative Agent, such assigning
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the
Administrative Agent to take such action as administrative agent on its behalf
and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of this Agreement are required to be performed by it as a
Lender.







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(c)         Upon its receipt of an
Assignment and Acceptance executed by an assigning Lender and an assignee
representing that it is an Eligible Assignee, the Administrative Agent shall, if
such Assignment and Acceptance has been completed (and the Borrower and the
Administrative Agent shall have consented to the relevant assignment) and is in
substantially the form of Exhibit B hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register
and (iii) give prompt notice thereof to the Borrower.

                          
(d)        The Administrative Agent shall
maintain at its address referred to in Section 8.02 a copy of each Assignment
and Acceptance delivered to and accepted by it and a register for the
recordation of the names and addresses of each of the Lenders and, with respect
to Lenders, the Commitment of, and principal amount of the Advances owing to,
each such Lender from time to time (the “Register”).  The entries in
the Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower, the Administrative Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for the
purposes of this Agreement.  The Register shall be available for inspection
by the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

                          
(e)         Each Lender may sell
participations to one or more Persons (excluding any Persons primarily engaged
in the insurance or mutual fund business) in or to all or a portion of its
rights and obligations under this Agreement (including, without limitation, all
or a portion of its Commitment and the Advances owing to it); provided,
however, that (i) such Lender's obligations under this Agreement
(including, without limitation, its Commitment to the Borrower hereunder) shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, (iv) in any proceeding under the Federal
Bankruptcy Code in respect of the Borrower, such Lender shall remain and be, to
the fullest extent permitted by law, the sole representative with respect to the
rights and obligations held in the name of such Lender (whether such rights or
obligations are for such Lender's own account or for the account of any
participant) and (v) no participant under any such participation agreement shall
have any right to approve any amendment or waiver of any provision of this
Agreement, or to consent to any departure by the Borrower therefrom, except to
the extent that any such amendment, waiver or consent would (x) reduce the
principal of, or interest on, the Notes, in each case to the extent the same are
subject to such participation, or (y) postpone any date fixed for the
payment of principal of, or interest on, the Advances, in each case to the
extent the same are subject to such participation.

                          
(f)         Any Lender may, in
connection with any permitted assignment or participation or proposed assignment
or participation pursuant to this Section 8.06 and subject to the provisions of
Section 8.12, disclose to the assignee or participant or proposed assignee
or participant any information relating to the Borrower or any of its
Subsidiaries or Affiliates furnished to such Lender by or on behalf of the
Borrower.







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(g)        Notwithstanding any other
provision set forth in this Agreement, any Lender may at any time, without the
consent of the Administrative Agent or the Borrower, create a security interest
in all or any portion of its rights under this Agreement (including, without
limitation, the Advances owing to it) in favor of any Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the Federal Reserve
System.

                          
(h)        Notwithstanding any other
provision set forth in this Agreement, any Lender may at any time, without the
consent of the Administrative Agent or the Borrower, assign to an Affiliate of
such Lender (excluding any Affiliate of such Lender primarily engaged in the
insurance or mutual fund business) all or any portion of its rights (but not its
obligations) under this Agreement.





                          
SECTION 8.07.  Governing Law; Submission to Jurisdiction.  This Agreement shall be governed by, and construed in accordance
with, the law of the State of New York.  The Borrower hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York state court sitting in New York City
for the purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby.  The Borrower
irrevocably waives, to the fullest extent permitted by applicable law, any
objection that it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.





                          
SECTION 8.08. 
Severability.  In case any provision in this Agreement shall be held to be
invalid, illegal or unenforceable, such provision shall be severable from the
rest of this Agreement, as the case may be, and the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.





                          
SECTION 8.09.  Execution in Counterparts.  This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.  Any counterpart hereof may be executed and delivered via
telecopier, and each such counterpart so executed and delivered shall have the
same force and effect as an originally executed and delivered counterpart
hereof.





                          
SECTION 8.10.  Survival.  The obligations of the
Borrower under Sections 2.02(c), 2.07, 2.11, 2.14 and 8.04, and the
obligations of the Lenders under Section 7.05, shall survive the repayment
of the Advances and the termination of the Commitments.  In addition, each
representation and warranty made, or deemed to be made by any Notice of
Borrowing, herein or pursuant hereto shall survive the making of such
representation and warranty, and no Lender shall be deemed to have waived, by
reason of making any Advance, any Default or Event of Default that may arise by
reason of such representation or warranty proving to have been false or
misleading, notwithstanding that such Lender or the Administrative Agent may
have had notice or knowledge or reason to believe that such representation or
warranty was false or misleading at the time such extension of credit was
made.







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SECTION 8.11.  Waiver of Jury
Trial.  EACH OF THE BORROWER, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.





                          
SECTION 8.12.  Confidentiality.  Each Lender
agrees to hold any confidential information which it may receive from the
Borrower or any of its Subsidiaries or Affiliates pursuant to this Agreement in
confidence and for use in connection with this Agreement, including without
limitation, for use in connection with its rights and remedies hereunder, except
for disclosure (a) to other Lenders and their respective Affiliates, (b) to
legal counsel, accountants, and other professional advisors to such Lender, (c)
to regulatory officials, (d) as requested pursuant to or as required by law,
regulation, or legal process, (e) in connection with any legal proceeding to
which such Lender is a party and (f) to a proposed assignee or participant
permitted under Section 8.06 which shall have agreed in writing for the benefit
of the Borrower and its Subsidiaries and Affiliates to keep such disclosed
confidential information confidential in accordance with this
Section.





                          
SECTION 8.13.  Nonliability of Lenders.  The
relationship between the Borrower and the Lenders and the Administrative Agent
shall be solely that of borrower and lender. Neither the Administrative Agent
nor any Lender shall have any fiduciary responsibilities to the Borrower.
Neither the Administrative Agent nor any Lender undertakes any responsibility to
the Borrower to review or inform the Borrower of any matter in connection with
any phase of the Borrower's business or operations.





                          
SECTION 8.14.
 Existing Credit Agreement.  On the Effective Date, the
commitment of each lender under the Existing Credit Agreement shall
automatically terminate.







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


	 	Borrower
      

    
	 	 
	 	CNA FINANCIAL
  CORPORATION
	 	 
	 	By /s/ DONALD P. LOFE JR.
      

    
	 	   Name: Donald P. Lofe
      Jr.
	 	   Title: Group Vice
      President Corporate Finance
	 	 
	 	Administrative Agent
      

    
	 	 
	 	CITIBANK, N.A.,
	 	as Administrative
  Agent
	 	 
	 	By
      

    
	 	   Name:
	 	   Title:
	 	 
	 	Banks
      

    
	 	 
	 	CITIBANK, N.A.
	 	 
	 	By
      

    
	 	   Name:
	 	  
  Title:









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	 	FLEET NATIONAL BANK
	 	 
	 	 
	 	By
      

    
	 	   Name:
	 	  
  Title:









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	 	THE CHASE MANHATTAN
  BANK
	 	 
	 	 
	 	By
      

    
	 	   Name:
	 	  
  Title:









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	 	BANK OF AMERICA, N.A.
	 	 
	 	 
	 	By
      

    
	 	   Name:
	 	  
  Title:








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	 	BANK ONE NA
	 	 
	 	 
	 	By
      

    
	 	   Name:
	 	  
  Title:



 






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	 	MELLON BANK, N.A.
	 	 
	 	 
	 	By
      

    
	 	   Name:
	 	   Title:
	 	 



 






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	 	WELLS FARGO BANK, NATIONAL
      ASSOCIATION
	 	 
	 	 
	 	By
      

    
	 	   Name:
	 	  
  Title:



 






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	 	THE BANK OF TOKYO - MITSUBISHI,
      LTD.,
	 	  CHICAGO BRANCH
	 	 
	 	 
	 	By
      

    
	 	   Name:
	 	  
  Title:



 






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	 	THE NORTHERN TRUST
    COMPANY
	 	 
	 	 
	 	By
      

    
	 	   Name:
	 	  
  Title:



 






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	 	WACHOVIA BANK, N.A.
	 	 
	 	 
	 	By
      

    
	 	   Name:
	 	   Title:
	 	 



 






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	 	FIRSTAR BANK, N.A.
	 	 
	 	 
	 	By
      

    
	 	   Name:
	 	  
  Title:



 

 

            










SCHEDULE I

Banks and Commitments


	Bank
      

    	Commitment
      

    
	 	 
	Citibank,
      N.A.	$35,000,000
	Fleet National Bank	$30,000,000
	The Chase
      Manhattan Bank	$30,000,000
	Bank of America	$22,500,000
	Bank One,
      N.A.	$22,500,000
	Mellon Bank, N.A.	$22,500,000
	Wells Fargo Bank,
      N.A.	$22,500,000
	Bank of Tokyo - Mitsubishi
      Ltd.	$17,500,000
	Northern Trust
      Bank	$17,500,000
	Wachovia Bank, N.A.	$17,500,000
	Firstar Bank
      N.A.
      

    	$12,500,000
      

    
	Total	$250,000,000








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SCHEDULE II

Existing Liens

None






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EXHIBIT A

NOTICE OF BORROWING

Citibank, N.A., as Administrative
  Agent for the
Lenders parties
  to the Credit Agreement
  referred to
below
Two Penns Ways, Suite 200
New Castle, Delaware 
19720
Attention:  Lee Ocasil

[Date]

Ladies and Gentlemen:

            
The undersigned, CNA Financial Corporation (the “Borrower”), refers to
the 364-Day Credit Agreement, dated as of April 30, 2001 (as from time to time
amended, the “Credit Agreement”, the terms defined therein being used
herein as therein defined), among the undersigned, certain Lenders parties
thereto and Citibank, N.A., as Administrative Agent for said Lenders, and hereby
gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement
that the undersigned hereby requests a Borrowing under the Credit Agreement, and
in that connection sets forth below the information relating to such Borrowing
(the “Proposed Borrowing”) as required by Section 2.02(a) of the
Credit Agreement:

             
(i)          The Business Day of
the Proposed Borrowing is ___________ __, _____.

             
(ii)         The Type of Advances
initially comprising the Proposed Borrowing is [Base Rate Advances] [Eurodollar
Rate Advances].

             
(iii)        The aggregate amount of the
Proposed Borrowing is $___________.

             
[(iv)      The initial Interest Period for each Advance
made as part of the Proposed Borrowing is ______
month[s]]1.




1            For
Eurodollar Rate Advances only.

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







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(a)         the representations and
warranties contained in Section 4.01 (not including, in the case of a Borrowing
after the initial Borrowing, the Excluded Representations) are correct in all
material respects, before and after giving effect to the Proposed Borrowing and
to the application of the proceeds therefrom, as though made on and as of such
date;

             
(b)        no event has occurred and is
continuing, or would result from such Proposed Borrowing or from the application
of the proceeds therefrom, which constitutes an Event of Default or, to the best
of the undersigned's knowledge, a Default.


	 	Very truly yours,
	 	 
	 	CNA FINANCIAL
  CORPORATION
	 	 
	 	By
      

    
	 	  
  Title:








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EXHIBIT B

ASSIGNMENT AND ACCEPTANCE

            
Dated ____________ __, _____

                          
Reference is made to the 364-Day Credit Agreement dated as of April 30, 2001 (as
from time to time amended, the “Credit Agreement”) among CNA Financial
Corporation, a Delaware corporation (the “Borrower”), the Lenders (as
defined in the Credit Agreement) and Citibank, N.A., as Administrative Agent for
the Lenders (the “Administrative Agent”).  Terms defined in the
Credit Agreement are used herein with the same meaning.

                          
_____________ (the “Assignor”) and _____________
(the “Assignee”)
agree as follows:

                          
1.          The Assignor hereby
sells and assigns to the Assignee, and the Assignee hereby purchases and assumes
from the Assignor, that interest in and to all of the Assignor's rights and
obligations under the Credit Agreement as of the date hereof which represents
the percentage interest specified on Schedule 1 of all outstanding rights and
obligations under the Credit Agreement, including, without limitation, such
interest in the Assignor's Commitment and the Advances owing to the
Assignor.  After giving effect to such sale and assignment, the Assignee's
Commitment and the amount of the Advances owing to the Assignee will be as set
forth in Schedule 1.

                          
2.          The Assignor (i)
represents and warrants that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear
of any adverse claim; (ii) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document furnished pursuant thereto; and
(iii) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under the Credit Agreement
or any other instrument or document furnished pursuant thereto.







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3.          The Assignee (i)
confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements referred to in Section 4.01 thereof and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance; (ii)
agrees that it will, independently and without reliance upon the Administrative
Agent, the Assignor or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement;
(iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the
Administrative Agent to take such action as administrative agent on its behalf
and to exercise such powers under the Credit Agreement as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (v) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Lender; [and] (vi) specifies
as its Domestic Lending Office (and address for notices) and Eurodollar Lending
Office the offices set forth beneath its name on the signature pages hereof [and
(vii) attaches the forms prescribed by the Internal Revenue Service of the
United States certifying as to the Assignee's status for purposes of determining
exemption from United States withholding taxes with respect to all payments to
be made to the Assignee under the Credit Agreement or such other documents as
are necessary to indicate that all such payments are subject to such rates at a
rate reduced by an applicable tax treaty].1




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

                          
4.          Following the execution
of this Assignment and Acceptance by the Assignor and the Assignee and the
consent of the Borrower, it will be delivered to the Administrative Agent for
acceptance and recording by the Administrative Agent.  The effective date
of this Assignment and Acceptance shall be the date of acceptance thereof by the
Administrative Agent, unless otherwise specified on Schedule 1 hereto (the
“Effective Date”).

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







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

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

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







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SCHEDULE 1
to
ASSIGNMENT AND
ACCEPTANCE

Percentage assigned to
Assignee       _______________%

Assignee's
Commitment                       
$______________

Aggregate outstanding principal

  amount of Advances
assigned         
$______________

Effective Date (if other than

  date of acceptance by

	  Administrative
      Agent)*	__________ __, _____
	 	 
	 	[NAME OF ASSIGNOR], as
      Assignor
	 	 
	 	By
      

    
	 	        
Title:
	 	 


 






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	 	[NAME OF ASSIGNEE], as
      Assignee
	 	 
	 	By:
      

    
	 	   Title:
	 	 
	 	Domestic Lending
  Office:
	 	 
	 	Eurodollar Lending
    Office:


*          
This date should be no earlier than the date of acceptance by the Administrative
Agent.

Accepted this ____ day

  of _______, _____

CITIBANK, N.A., as
  Administrative Agent

By_____________________
  Title:

CONSENTED TO:

CNA FINANCIAL CORPORATION

By_____________________
  Title:






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EXHIBIT C

[Form of Opinion of Counsel of the
Borrower]

[date]

To the Banks party to the
  Credit Agreement referred
to
  below

Citibank, N.A., as Administrative
  Agent
Two Penns
Way, Suite 200
New Castle, Delaware  19720

Ladies and Gentlemen:

                          
I have acted as counsel to CNA Financial Corporation (the
“Borrower”) in
connection with the 364-Day Credit Agreement (the “Credit
Agreement”)
dated as of April 30, 2001, among the Borrower, the lenders named therein and
Citibank, N.A., as Administrative Agent, providing for loans to be made by said
lenders to the Borrower in an aggregate principal amount not exceeding
$250,000,000.  Terms defined in the Credit Agreement are used in this
opinion letter as defined therein.  This opinion letter is being delivered
pursuant to Section 3.01(d) of the Credit Agreement.

                          
In rendering the opinion expressed below, I, or attorneys under my supervision,
have examined the following agreements, instruments and other
documents:

             
(a)         the Credit Agreement;
and

             
(b)        such corporate records of the
Borrower and such other documents as I have deemed necessary as a basis for the
opinions expressed below.

                          
In my examination, I have assumed the genuineness of all signatures (other than
those of the Borrower), the authenticity of all documents submitted to me as
originals and the conformity with authentic original documents of all documents
submitted to me as copies.  When relevant facts were not independently
established, I have relied upon certificates of governmental officials and
appropriate representatives of the Borrower and upon representations made in or
pursuant to the Credit Agreement.

                          
In rendering the opinions expressed below, I have assumed, with respect to all
of the documents referred to in this opinion letter, that (except, to the extent
set forth in the opinions expressed below, as to the Borrower):






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(i)          such documents have
been duly authorized by, have been duly executed and delivered by, and
constitute legal, valid, binding and enforceable obligations of, all of the
parties to such documents;

            
(ii)         all signatories to such
documents have been duly authorized; and

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

                          
Based upon and subject to the foregoing and subject also to the comments and
qualifications set forth below, and having considered such questions of law as I
have deemed necessary as a basis for the opinions expressed below, I am of the
opinion that:

             
1.          The Borrower is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.

             
2.          The Borrower has all
requisite corporate power to execute and deliver, and to perform its obligations
and to incur liabilities under, the Credit Agreement.

             
3.          The execution, delivery
and performance by the Borrower of, and the incurrence by the Borrower of
liabilities under, the Credit Agreement has been duly authorized by all
necessary corporate action on the part of the Borrower.

             
4.          The Credit Agreement
has been duly executed and delivered by the Borrower.

             
5.          The Credit Agreement
constitutes the legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights of creditors generally and except as the
enforceability of the Credit Agreement is subject to the application of general
principles of equity (regardless of whether considered in a proceeding in equity
or at law), including, without limitation, (a) the possible unavailability
of specific performance, injunctive relief or any other equitable remedy and
(b) concepts of materiality, reasonableness, good faith and fair
dealing.

             
6.          No authorization,
approval or consent of, and no filing or registration with, any governmental or
regulatory authority or agency of the United States of America or the State of
New York is required on the part of the Borrower for the execution, delivery or
performance by the Borrower of, or for the incurrence by the Borrower of any
liabilities under, the Credit Agreement.







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7.          The execution, delivery
and performance by the Borrower of, and the consummation by the Borrower of the
transactions contemplated by, the Credit Agreement do not and will not
(a) violate any provision of the charter or by-laws of the Borrower,
(b) violate any applicable law, rule or regulation of the United States of
America (including, without limitation, Regulations T, U and X issued by
the Board of Governors of the Federal Reserve System, as amended) or the State
of New York, (c) violate any order, writ, injunction or decree of any court
or governmental authority or agency or any arbitral award applicable to the
Borrower and its Subsidiaries of which I have knowledge (after due inquiry) or
(d) result in a breach of, constitute a default under, require any consent
under, or result in the acceleration or required prepayment of any indebtedness
pursuant to the terms of, any agreement or instrument of which I have knowledge
(after due inquiry) to which the Borrower and its Subsidiaries is a party or by
which any of them is bound or to which any of them is subject, or result in the
creation or imposition of any Lien upon any property of the Borrower pursuant to
the terms of any such agreement or instrument.

             
8.          Other than as disclosed
in filings of the Borrower with the Securities and Exchange Commission, I have
no knowledge (after due inquiry) of any legal or arbitral proceedings, or any
proceedings by or before any governmental or regulatory authority or agency, now
pending or threatened against or affecting the Borrower or any of its
Subsidiaries or any of their respective Properties that, if adversely
determined, could have a Material Adverse Effect.

             
9.          The Borrower is not an
“investment company”, or a Person “controlled by”
an “investment company”, as
such terms are defined in the Investment Company Act of 1940, as
amended.

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

             
(a)         The enforceability of
Section 8.04(b) of the Credit Agreement may be limited by laws limiting the
enforceability of provisions exculpating or exempting a party from, or requiring
indemnification of a party for, its own action or inaction, to the extent such
action or inaction involves gross negligence, recklessness or willful or
unlawful conduct.

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

             
(c)         I express no opinion as to
(i) the effect of the laws of any jurisdiction in which any Lender is located
(other than the State of New York) that limit the interest, fees or other
charges such Lender may impose, (ii) Section 2.15 of the Credit Agreement,
(iii) the second sentence of Section 8.07 of the Credit Agreement,
insofar as such sentence relates to the subject matter jurisdiction of the
United States District Court for the Southern District of New York to adjudicate
any controversy related to the Credit Agreement, (iv) the waiver of inconvenient
forum set forth in Section 8.07 of the Credit Agreement with respect to
proceedings in the United States District Court for the Southern District of New
York and (v) Section 8.08 of the Credit Agreement.







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

                          
At the request of the Borrower, this opinion letter is, pursuant to
Section 3.01(d) of the Credit Agreement, provided to you by me in my
capacity as Counsel of the Borrower and may not be relied upon by any Person for
any purpose other than in connection with the transactions contemplated by the
Credit Agreement without, in each instance, my prior written consent.

Very truly
yours,






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EXHIBIT D

[Form of Opinion of Special New York
Counsel to
the Administrative Agent]

[date]

To the Banks party to the
  Credit Agreement referred
to
  below
Citibank, N.A., as Administrative
  Agent
399
Park Avenue

New York, New York  10043

Ladies and Gentlemen:

                          
We have acted as special New York counsel to Citibank, N.A. (the
“Administrative Agent”), as Administrative Agent, in connection with the
364-Day Credit Agreement dated as of April 30, 2001 (the “Credit
Agreement”) among CNA Financial Corporation (the
“Borrower”), the
lenders named therein and the Administrative Agent, providing for loans to be
made by said lenders to the Borrower in an aggregate principal amount not
exceeding $250,000,000.  Terms defined in the Credit Agreement are used
herein as defined therein.  This opinion is being delivered pursuant to
Section 3.01(e) of the Credit Agreement.

                          
In rendering the opinions expressed below, we have examined the Credit
Agreement.  In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with authentic original documents of all documents submitted to
us as copies.

                          
In rendering the opinions expressed below, we have assumed, with respect to the
Credit Agreement, that:

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

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

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







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

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

             
(a)         The enforceability of
Section 8.04(b) of the Credit Agreement may be limited by laws limiting the
enforceability of provisions exculpating or exempting a party from, or requiring
indemnification of a party for, its own action or inaction, to the extent such
action or inaction involves gross negligence, recklessness or willful or
unlawful conduct.

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

             
(c)         We express no opinion as to
(i) the effect of the laws of any jurisdiction in which any Lender is located
(other than the State of New York) that limit the interest, fees or other
charges such Lender may impose, (ii) Section 2.15 of the Credit
Agreement, (iii) the second sentence of Section 8.07 of the Credit
Agreement, insofar as such sentence relates to the subject matter jurisdiction
of the United States District Court for the Southern District of New York to
adjudicate any controversy related to the Credit Agreement, (iv) the waiver of
inconvenient forum set forth in Section 8.07 of the Credit Agreement with
respect to proceedings in the United States District Court for the Southern
District of New York and (v) Section 8.08 of the Credit
Agreement.

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







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This opinion letter is, pursuant to Section 3.01(e) of the Credit
Agreement, provided to you by us in our capacity as special New York counsel to
the Administrative Agent and may not be relied upon by any Person for any
purpose other than in connection with the transactions contemplated by the
Credit Agreement without, in each instance, our prior written
consent.

Very truly
yours,

WFC

[File No. 26653-37500]






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EXHIBIT E



COMPLIANCE CERTIFICATE

To:       The Lenders parties to
the
            
Credit Agreement Described Below

                          
This Compliance Certificate is furnished pursuant to that certain 364-Day Credit
Agreement dated as of April 30, 2001 (as amended, modified, renewed or extended
from time to time, the “Agreement”) among the Borrower, the banks named therein,
Salomon Smith Barney Inc., as Advisor, Sole Arranger and Book Manager, Fleet
National Bank as Syndication Agent, The Chase Manhattan Bank, as Documentation
Agent and Citibank, N.A., as Administrative Agent for the Lenders.  Unless
otherwise defined herein, capitalized terms used in this Compliance Certificate
have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

            
1.           I am the duly
elected Chief Financial Officer of the Borrower;

            
2.           I have reviewed
the terms of the Agreement and I have made, or have caused to be made under my
supervision, a detailed review of the transactions and conditions of the
Borrower and its Subsidiaries during the accounting period covered by the
attached financial statements;

            
3.           The examinations
described in paragraph 2 did not disclose, and I have no knowledge of, the
existence of any condition or event which constitutes a Default or an Event of
Default during or at the end of the accounting period covered by the attached
financial statements or as of the date of this Certificate, except as set forth
below; and

            
4.           Schedule I
attached hereto sets forth financial data and computations evidencing the
Borrower's compliance with certain covenants of the Agreement, all of which data
and computations are true, complete and correct.

            
Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:

                               
             


                                  
          


                                   
         


                                 
           







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The foregoing certifications, together with the computations
set forth in Schedule I hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this ___  day
of_________, 20__.

                                                                            


 

                                                                            


 






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SCHEDULE I TO COMPLIANCE CERTIFICATE

Schedule of Compliance as of  [_____________]
with
Provisions of Sections 5.01(m), 5.01(n) and 5.01(o) of
the
Agreement

 

	1.	Section 5.01(m) -
      Consolidated Capitalization
      

    	 
	 	 	 	 
	 	A.	Aggregate Specified
      Indebtedness	$__________
	 	 	 	 
	 	B.	Consolidated
      Capitalization	 
	 	 	 	 
	 	 	(i)	Aggregate Specified
      Indebtedness	$__________
	 	 	 	 
	 	 	(ii)	Consolidated Net Worth	$__________
	 	 	 	 
	 	 	(iii)	Sum of (i) and (ii)	$__________
	 	 	 	 
	 	C.	Ratio of A to
B	____:1.0
	 	 	 	 
	 	D.	Permitted
Ratio	Not greater
      than 0.35:1.0
	 	 	 	 
	 	 	Complies
      ____   Does Not Comply _____	 
	 	 	 	 
	2.	Section 5.01(n) -
      Insurance Company Surplus as Regards Policyholders
      

    	 
	 	 	 	 
	 	A.	Surplus as Regards
      Policyholders of Continental Casualty Company (on a consolidated
      basis):	$__________
	 	 	 	 
	 	B.	Surplus as Regards
      Policyholders of Continental Insurance Company (on a combined, without
      duplication, basis with the other Insurance Subsidiaries in the same
      insurance pool):	$__________
	 	 	 	 
	 	C.	Total of A and
    B:	$__________
	 	 	 	 
	 	D.	Minimum Combined Surplus
      as Regards Policyholders per Covenant	$4,500,000,000
	 	 	 	 
	 	 	Complies
      ____   Does Not Comply _____	 
	 	 	 	 
	3.	Section 5.01(o) -
      Limitation on Qualifying SPV Assets
      

    	 
	 	 	 	 
	 	A.	Aggregate Fair Market
      Value of Invested Assets of	$________
	 	 	Borrower and its
      Subsidiaries on a consolidated	 
	 	 	basis in accordance with
      GAAP as of the end of the	 
	 	 	preceding calendar
      year.	 
	 	 	 	 
	 	B.	Aggregate Fair Market
      Value of Qualifying SPV Assets	$________
	 	 	 	 
	 	C.	Ratio of B over A as a
      Percentage	_________%
	 	 	 	 
	 	D.	Permitted
      Percentage	Not greater
      than 25%
	 	 	 	 
	 	Complies
      ____   Does Not Comply _____