Three Year Credit Agreement



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	Exhibit
      10.12	EXECUTION
      COPY









U.S. $250,000,000

THREE-YEAR CREDIT AGREEMENT

Dated as of April 30, 2001

Among

CNA FINANCIAL CORPORATION
as Borrower

THE BANKS NAMED HEREIN
as Banks

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







 







 

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.
		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 8.02. Notices, 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.

         
“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.

          “Anniversary
Date” has the meaning specified in Section
2.04(b)(i).






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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	0.100%
	Rating Level 2
      Period	0.125%
	Rating Level 3 Period	0.150%
	Rating Level 4
      Period	0.175%
	Rating Level 5 Period	0.250%



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

          (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	0.325%
	Rating Level 2
      Period	0.375%
	Rating
      Level 3 Period	0.475%
	Rating Level 4
      Period	0.575%
	Rating
      Level 5 Period	0.750%



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

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






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“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 30, 2004 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. 

         
“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






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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 for any Lender that ends after the
Commitment Termination Date in effect for such Lender;

          (ii)      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

          (iii)     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.

         
“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.






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“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.

         
“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).

         
“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.






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“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.

         
“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.






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          “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
Standard & 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+;

         
(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






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(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.

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






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“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.

         
“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.






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“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.

         
“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.

          “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.






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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”).


          (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.






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          (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.

          (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).






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          (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.

          (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.






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          (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.

          (b)      Commitment
Extensions.

          (i)       The
Borrower may, by notice to the Administrative Agent (which shall promptly notify
the Lenders) not more than 60 days and not less than 45 days prior to each
anniversary of the date hereof (each such date, an
“Anniversary Date”),
request that each Lender extend such Lender's Commitment Termination Date to the
date falling one year after the Commitment Termination Date then in effect for
such Lender hereunder (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 such
Anniversary Date but in any event no later than the date (the “Notice
Date”) 20 days prior to such Anniversary 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.






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          (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 such Anniversary
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 any 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 in effect for each Non-Extending Lender, 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.

          (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 an Anniversary Date, then, effective
as of the such Anniversary Date, the Commitment Termination Date of each
Extending Lender and of each Additional Commitment Lender shall be extended to
the date falling one year after the Existing Commitment Termination Date in
effect for such Extending Lenders and such Additional Commitment Lenders (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:






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          (x)      no Default or
Event of Default shall have occurred and be continuing on (i) the date of the
notice requesting such extension, (ii) the applicable Anniversary Date or (iii)
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 in effect for each such
Non-Extending Lender.






          SECTION
2.05.  Repayment.  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.





          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






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          (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.

          (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).






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          SECTION 2.09.  Voluntary Conversion and Continuation
of Advances.

          (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).






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          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.





          
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.






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SECTION 2.13.  Payments and Computations.

          (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.





          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.






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          (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:

          (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.






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          (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

          (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






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          (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.





          
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.






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          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.

  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.






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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,

          (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,






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          (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.






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

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:







Table of Contents



 

	 	BANK OF AMERICA, N.A.
	 	 
	 	By______________
	 	   Name:
	 	  
  Title:







Table of Contents



 

	 	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:







Table of Contents



 

	 	WACHOVIA BANK, N.A.
	 	 
	 	By______________
	 	   Name:
	 	  
  Title:







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	 	FIRSTAR BANK, N.A.
	 	 
	 	By______________
	 	   Name:
	 	  
  Title:


 






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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, N.A.	$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
	The Bank of Tokyo –	 
	Mitsubishi Ltd.,	 
	Chicago Branch	$17,500,000
	The Northern Trust
      Company	$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 Three-Year 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:

          (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 Three-Year 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.

          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.






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          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.

          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.






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          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 Three-Year 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
Three-Year 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 Three-Year 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 _____	 







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EXECUTION COPY

Exhibit 10.13







U.S. $250,000,000

364-DAY CREDIT AGREEMENT

Dated as of April 30, 2001

Among

CNA FINANCIAL CORPORATION
as Borrower

THE BANKS NAMED HEREIN
as
Banks

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