<PAGE>

                                                                  EXHIBIT 10.35


===============================================================================



                                CREDIT AGREEMENT

                                      among


                                AMERUS GROUP CO.,


                          VARIOUS LENDING INSTITUTIONS,


                              THE BANK OF NEW YORK,


                                MELLON BANK, N.A.


                                       and


                               FLEET NATIONAL BANK
                                as CO-ARRANGERS,


                                       and



                              JPMORGAN CHASE BANK,
                             as ADMINISTRATIVE AGENT
                                 and CO-ARRANGER


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

                          Dated as of December 12, 2001
                   ------------------------------------------


                                  $175,000,000


===============================================================================

                            JP MORGAN SECURITIES INC,
                    as SOLE LEAD ARRANGER AND SOLE BOOKRUNNER



<PAGE>

     CREDIT AGREEMENT, dated as of December 12, 2001, among AMERUS GROUP CO., an
Iowa corporation (the "Borrower"), the lending institutions listed from time to
time on Annex I hereto (each a "Bank" and, collectively, the "Banks"), THE BANK
OF NEW YORK, MELLON BANK, N.A. and FLEET NATIONAL BANK as Co-Arrangers, and
JPMORGAN CHASE BANK, as Administrative Agent (the "Administrative Agent") and
Co-Arranger. Unless otherwise defined herein, all capitalized terms used herein
and defined in Section 9 are used herein as so defined.

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS, subject to and upon the terms and conditions set forth herein, the
Banks are willing to make available to the Borrower the credit facility provided
for herein.

     NOW, THEREFORE, IT IS AGREED:

     SECTION 1. Amount and Terms of Credit.

     1.01 Commitments. Subject to and upon the terms and conditions set forth
herein, each Bank severally agrees, at any time and from time to time on and
after the Initial Borrowing Date and prior to the Maturity Date, to make a loan
or loans (each, a "Loan" and, collectively, the "Loans") to the Borrower, which
Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar
Loans, provided that except as otherwise specifically provided in Section
1.10(b), all Loans comprising the same Borrowing shall at all times be of the
same Type, (ii) may be repaid and reborrowed at any time in accordance with the
provisions hereof, (iii) shall have an aggregate principal amount at any time
outstanding which does not exceed for any Bank the Commitment of such Bank at
such time, and (iv) shall have an aggregate principal amount at any time
outstanding which does not exceed for all Banks the Total Commitment at such
time.

     1.02 Minimum Amount of Each Borrowing; Maximum Number of Borrowings. The
aggregate principal amount of each Borrowing hereunder shall not be less than
$5,000,000 and, if in excess thereof, shall be in an integral multiple of
$1,000,000. More than one Borrowing may be incurred on any day; provided that at
no time shall there be outstanding more than six Borrowings of Eurodollar Loans.

     1.03 Notice of Borrowing. (a) In connection with its incurrence of Loans on
any Business Day, including the Initial Borrowing Date, the Borrower shall give
the Administrative Agent at its Notice Office, prior to 11:00 A.M. (New York
time), at least three Business Days' prior written notice (or telephonic notice
promptly confirmed in writing) of each Eurodollar Loan or at least one Business
Day's prior written notice (or telephonic notice promptly confirmed in writing)
of each Base Rate Loan. Such notice (the "Notice of Borrowing"), except as
otherwise expressly provided in Section 1.10, shall be irrevocable, and, in the
case of a written notice and a confirmation of telephonic notice, shall be in
the form of Exhibit A hereto, appropriately completed to specify (i) the
aggregate principal amount of the Loans to be made pursuant to such Borrowing,
(ii) the date of such Borrowing (which shall be a Business Day) and (iii)
whether the respective Borrowings shall consist of Base Rate Loans or Eurodollar
Loans and, if Eurodollar Loans, the Interest Period to be initially applicable
thereto. The


                                      -i-


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Administrative Agent shall promptly give each Bank written notice (or telephonic
notice promptly confirmed in writing) of each proposed Borrowing, of such Bank's
proportionate share thereof and of the other matters covered by the Notice of
Borrowing.

     (b) Without in any way limiting the obligation of the Borrower to confirm
in writing any notice it may give hereunder by telephone, the Administrative
Agent may act prior to receipt of written confirmation without liability upon
the basis of such telephonic notice, believed by the Administrative Agent in
good faith to be from an Authorized Officer of the Borrower. In each such case
the Administrative Agent's record of the terms of any such telephonic notice
shall be conclusive absent manifest error.

     1.04 Disbursement of Funds. (a) Subject to the terms and conditions herein
set forth, no later than 11:00 A.M. (New York time) on the date of each
incurrence of Loans, each Bank will make available to the Administrative Agent
its pro rata share of each Borrowing requested to be made on such date in the
manner provided below.

     (b) Each Bank shall make available all amounts it is to fund under any
Borrowing in U.S. dollars and immediately available funds to the Administrative
Agent at the Administrative Agent's Payment Office and the Administrative Agent
will make available to the Borrower as promptly as practicable by depositing to
its account at the Administrative Agent's Payment Office the aggregate of the
amounts so made available in the type of funds received. Unless the
Administrative Agent shall have been notified by any Bank prior to the date of
any such Borrowing that such Bank does not intend to make available to the
Administrative Agent its portion of the Borrowing or Borrowings to be made on
such date, the Administrative Agent may assume that such Bank has made such
amount available to the Administrative Agent on the date of such Borrowing, and
the Administrative Agent, in reliance upon such assumption, may (in its sole
discretion and without any obligation to do so) make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent by such Bank and the Administrative Agent has made
available same to the Borrower, the Administrative Agent shall be entitled to
recover such corresponding amount from such Bank. If such Bank does not pay such
corresponding amount forthwith upon the Administrative Agent's demand therefor,
the Administrative Agent shall promptly notify the Borrower, and the Borrower
shall pay such corresponding amount to the Administrative Agent within two
Business Days. The Administrative Agent shall also be entitled to recover from
the Bank or the Borrower, as the case may be, interest on such corresponding
amount in respect of each day from the date such corresponding amount was made
available by the Administrative Agent to the Borrower to the date such
corresponding amount is recovered by the Administrative Agent, at a rate per
annum equal to (x) if paid by such Bank, the overnight Federal Funds Effective
Rate or (y) if paid by the Borrower, the then applicable rate of interest,
calculated in accordance with Section 1.08(a) or (b), as the case may be, for
the respective Loans.

     (c) Nothing in this Section 1.04 shall be deemed to relieve any Bank from
its obligation to fulfill its commitments hereunder or to prejudice any rights
which the Borrower may have against any Bank as a result of any default by such
Bank hereunder.

     1.05 Notes. (a) The Borrower's obligation to pay the principal of, and
interest on, all the Loans made to it by each Bank shall be evidenced by a
promissory note substantially



                                      -ii-


<PAGE>


in the form of Exhibit B with blanks appropriately completed in conformity
herewith (each a "Note" and collectively, the "Notes").

     (b) The Note issued to each Bank shall (i) be executed by the Borrower,
(ii) be payable to the order of such Bank and be dated the Initial Borrowing
Date (or if issued after the Initial Borrowing Date, be dated the date of the
issuance thereof), (iii) be in a stated principal amount equal to the Commitment
of such Bank and be payable in a principal amount equal to the amount of the
Loans made by such Bank and which are outstanding from time to time, (iv) mature
on the Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided
in Section 3.01 and mandatory repayment as provided in Section 3.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents. Upon
receipt of an affidavit of an officer of the Bank (together with a customary
indemnity from such Bank in form and substance satisfactory to the Borrower)
that a Note has been lost, stolen, destroyed or mutilated, the Borrower will
issue a replacement Note in the same principal amount thereof and otherwise of
like tender.

     (c) Each Bank will record on its internal records the amount of each Loan
made by it and each payment in respect thereof and will prior to any transfer of
its Note endorse on the reverse side thereof the outstanding principal amount of
Loans evidenced thereby. Failure to make any such notation or any error in any
such notation shall not affect the Borrower's obligations in respect of such
Loans.

     1.06 Conversions. The Borrower shall have the option to convert on any
Business Day all or a portion at least equal to $5,000,000 (and, if in excess
thereof, an integral multiple of $1,000,000) of the outstanding principal amount
of the Loans of one Type into a Borrowing or Borrowings of the other Type of
Loan; provided that (i) no partial conversion of a Borrowing of Eurodollar Loans
shall reduce the outstanding principal amount of the Eurodollar Loans pursuant
to such Borrowing to less than $5,000,000, (ii) Base Rate Loans may only be
converted into Eurodollar Loans if no Default or Event of Default is in
existence on the date of the conversion, (iii) Borrowings of Eurodollar Loans
resulting from this Section 1.06 shall be limited in number as provided in
Section 1.02, (iv) Eurodollar Loans may only be converted into Base Rate Loans
on the last day of the Interest Period applicable thereto, and (v) each such
conversion shall be made pro rata among the Loans of each Bank of the Type being
converted. Each such conversion shall be effected by the Borrower by giving the
Administrative Agent at its Notice Office, prior to 11:00 A.M. (New York time),
at least three Business Days' (or one Business Day's in the case of a conversion
into Base Rate Loans) prior written notice (or telephonic notice promptly
confirmed in writing) (each a "Notice of Conversion") specifying the Loans to be
so converted, the Type of Loans to be converted into and, if to be converted
into a Borrowing of Eurodollar Loans, the Interest Period to be initially
applicable thereto. The Administrative Agent shall give each Bank prompt notice
of any such proposed conversion affecting any of its Loans.

     1.07 Pro Rata Borrowings. All Borrowings of Loans under this Agreement
shall be incurred by the Borrower from the Banks pro rata on the basis of such
Banks' Commitments. It is understood that no Bank shall be responsible for any
default by any other Bank in its obligation to make Loans hereunder and that
each Bank shall be obligated to make the Loans provided


                                     -iii-


<PAGE>

to be made by it hereunder, regardless of the failure of any other Bank to
fulfill its commitments hereunder.

     1.08 Interest. (a) The unpaid principal amount of each Base Rate Loan shall
bear interest from the date of the Borrowing thereof until the earlier of (i)
the maturity (whether by acceleration or otherwise) of such Base Rate Loan and
(ii) the conversion of such Base Rate Loan to a Eurodollar Loan pursuant to
Section 1.06, at a rate per annum which shall at all times be the Applicable
Margin then in effect for Base Rate Loans plus the Base Rate in effect from time
to time.

     (b) The unpaid principal amount of each Eurodollar Loan shall bear interest
from the date of the Borrowing thereof until the earlier of (i) the maturity
(whether by acceleration or otherwise) of such Eurodollar Loan or (ii) the
conversion of such Eurodollar Loan to a Base Rate Loan pursuant to Sections
1.06, 1.09 or 1.10(b), as applicable, at a rate per annum which shall at all
times be the Applicable Margin then in effect for Eurodollar Loans plus the
relevant Eurodollar Rate for the Interest Period applicable to such Eurodollar
Loan.

     (c) Overdue principal and, to the extent permitted by law, overdue interest
in respect of each Loan and any other overdue amount payable hereunder shall
bear interest at a rate per annum equal to the Applicable Margin then in effect
for Base Rate Loans plus the Base Rate in effect from time to time plus 2%,
provided that overdue principal in respect of Eurodollar Loans shall bear
interest until the end of the Interest Period applicable to such Eurodollar
Loans at a rate per annum equal to 2% in excess of the rate otherwise applicable
to such Eurodollar Loans.

     (d) Interest shall accrue from and including the date of any Borrowing to
but excluding the date of any repayment thereof and shall be payable (i) in
respect of each Base Rate Loan, quarterly in arrears on the last Business Day of
each calendar quarter, (ii) in respect of each Eurodollar Loan, on the last day
of each Interest Period applicable thereto and, in the case of an Interest
Period of six months, on the date occurring three months after the first day of
such Interest Period and (iii) in respect of each Loan, on any conversion or
prepayment (on the amount so converted or prepaid), at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand.

     (e) All computations of interest hereunder shall be made in accordance with
Section 11.07(b).

     (f) The Administrative Agent, upon determining the interest rate for any
Borrowing of Eurodollar Loans for any Interest Period, shall promptly notify the
Borrower and the Banks thereof.

     1.09 Interest Periods. At the time the Borrower gives a Notice of Borrowing
or Notice of Conversion in respect of the making of, or conversion into, a
Borrowing of Eurodollar Loans (in the case of the initial Interest Period
applicable thereto) or prior to 11:00 A.M. (New York time) on the third Business
Day prior to the expiration of an Interest Period applicable to a Borrowing of
Eurodollar Loans, it shall have the right to elect by giving the Administrative
Agent written notice (or telephonic notice promptly confirmed in writing) of the
Interest


                                      -iv-


<PAGE>



Period to be applicable to such Borrowing, which Interest Period shall,
at the option of the Borrower, be a one week period or a one, two, three or six
month period. Notwithstanding anything to the contrary contained above:

          (i)   the initial Interest Period for any Borrowing of Eurodollar
     Loans shall commence on the date of such Borrowing (including the date of
     any conversion from a Borrowing of Base Rate Loans) and each Interest
     Period occurring thereafter in respect of such Borrowing shall commence on
     the day on which the next preceding Interest Period expires;

          (ii)  if any Interest Period begins on a day for which there is no
     numerically corresponding day in the calendar month at the end of such
     Interest Period, such Interest Period shall end on the last Business Day of
     such calendar month;

          (iii) if any Interest Period would otherwise expire on a day which is
     not a Business Day, such Interest Period shall expire on the next
     succeeding Business Day, provided that if any Interest Period would
     otherwise expire on a day which is not a Business Day but is a day of the
     month after which no further Business Day occurs in such month, such
     Interest Period shall expire on the next preceding Business Day;

          (iv)  no Interest Period may be elected if it would extend beyond the
     Maturity Date; and

          (v)   no Interest Period may be elected at any time when a Default or
     Event of Default is then in existence.

If upon the expiration of any Interest Period, the Borrower has failed, or is
not permitted, to elect a new Interest Period to be applicable to the respective
Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to
have elected to convert such Borrowing into a Borrowing of Base Rate Loans
effective as of the expiration date of such current Interest Period.

     1.10 Increased Costs, Illegality, etc. (a) In the event that (x) in the
case of clause (i) below, the Administrative Agent or (y) in the case of clauses
(ii) and (iii) below, any Bank shall have determined in good faith (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto):

          (i)   on any date for determining the Eurodollar Rate for any
     Interest Period, that, by reason of any changes arising after the Effective
     Date affecting the interbank Eurodollar market, adequate and fair means do
     not exist for ascertaining the applicable interest rate on the basis
     provided for in the definition of Eurodollar Rate; or

          (ii)  at any time, that such Bank shall incur increased costs or
     reductions in the amounts received or receivable hereunder with respect to
     any Eurodollar Loans (other than any increased cost or reduction in the
     amount received or receivable resulting from the imposition of or a change
     in the rate of taxes or


                                      -v-

<PAGE>


     similar charges) because of (x) any change since the Effective Date in any
     applicable law, governmental rule, regulation, guideline, order or request
     (whether or not having the force of law), or in the interpretation or
     administration thereof and including the introduction of any new law or
     governmental rule, regulation, guideline, order or request (such as, for
     example, but not limited to, a change in official reserve requirements,
     but, in all events, excluding reserves required under Regulation D to the
     extent included in the computation of the Eurodollar Rate) and/or (y) other
     circumstances affecting the interbank Eurodollar market or the position of
     such Bank in such market; or

          (iii) at any time, that the making or continuance of any Eurodollar
     Loan has become unlawful by compliance by such Bank in good faith with any
     change since the Effective Date in any law, governmental rule, regulation,
     guideline or order, or the interpretation or application thereof, or would
     conflict with any thereof not having the force of law but with which such
     Bank customarily complies, or has become impracticable as a result of a
     contingency occurring after the Effective Date which materially adversely
     affects the interbank Eurodollar market;

then, and in any such event, such Bank (or the Administrative Agent in the case
of clause (i) above) shall (x) on such date and (y) within 10 Business Days of
the date on which such event no longer exists give notice (by telephone
confirmed in writing) to the Borrower and to the Administrative Agent of such
determination and the reason therefor (which notice the Administrative Agent
shall promptly transmit to each of the other Banks). Thereafter (x) in the case
of clause (i) above, Eurodollar Loans shall no longer be available until such
time as the Administrative Agent notifies the Borrower and the Banks that the
circumstances giving rise to such notice by the Administrative Agent no longer
exist, and any Notice of Borrowing or Notice of Conversion given by the Borrower
with respect to Eurodollar Loans which have not yet been incurred shall be
deemed rescinded by the Borrower or, in the case of a Notice of Borrowing,
shall, at the option of the Borrower, be deemed converted into a Notice of
Borrowing for Base Rate Loans to be made on the date of Borrowing contained in
such Notice of Borrowing, (y) in the case of clause (ii) above, the Borrower
shall pay to such Bank, upon written demand therefor, such additional amounts
(in the form of an increased rate of, or a different method of calculating,
interest or otherwise as such Bank shall determine in good faith) as shall be
required to compensate such Bank for such increased costs or reductions in
amounts receivable hereunder (a written notice as to the additional amounts owed
to such Bank, showing the basis for the calculation thereof, which basis shall
be reasonable and consistently applied, submitted to the Borrower by such Bank
shall, absent manifest error, be final and conclusive and binding upon all
parties hereto) and (z) in the case of clause (iii) above, the Borrower shall
take one of the actions specified in Section 1.10(b) as promptly as possible
and, in any event, within the time period required by law.

     (b) At any time that any Eurodollar Loan is affected by the circumstances
described in Section 1.10(a)(ii) or (iii), the Borrower may (and in the case of
a Eurodollar Loan affected pursuant to Section 1.10(a)(iii) the Borrower shall)
either (i) if the affected Eurodollar Loan is then being made pursuant to a
Borrowing, by giving the Administrative Agent telephonic notice (confirmed
promptly in writing) thereof on the same date that the Borrower was notified


                                      -vi-


<PAGE>


by a Bank (or on the next Business Day if the Borrower received such notice
after 3:00 p.m. (New York time)) pursuant to Section 1.10(a)(ii) or (iii),
cancel said Borrowing, convert the related Notice of Borrowing into one
requesting a Borrowing of Base Rate Loans or require the affected Bank to make
its requested Loan as a Base Rate Loan, or (ii) if the affected Eurodollar Loan
is then outstanding, upon at least one Business Day's notice to the
Administrative Agent, require the affected Bank to convert each such affected
Eurodollar Loan into a Base Rate Loan, provided that if more than one Bank is
affected at any time, then all affected Banks must be treated the same pursuant
to this Section 1.10(b).

     (c) If any Bank shall have determined in good faith that after the
Effective Date the adoption or effectiveness of any applicable law, rule or
regulation regarding capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged by law with the interpretation or
administration thereof, or compliance by such Bank or its parent corporation
with any request or directive regarding capital adequacy (whether or not having
the force of law) of any such authority, central bank or comparable agency, in
each case made subsequent to the Effective Date, has or would have the effect of
reducing the rate of return on such Bank's or its parent corporation's capital
or assets as a consequence of such Bank's commitments or obligations hereunder
to a level below that which such Bank or its parent corporation could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Bank's or its parent corporation's policies with respect to
capital adequacy), then from time to time, upon demand by such Bank (with a copy
to the Administrative Agent), the Borrower shall pay to such Bank such
additional amount or amounts as will compensate such Bank or its parent
corporation for such reduction. Each Bank, upon determining in good faith that
any additional amounts will be payable pursuant to this Section 1.10(c), will
give prompt written notice thereof to the Borrower, which notice shall set forth
the basis of the calculation of such additional amounts, which basis must be
reasonable and consistently applied, although the failure to give any such
notice shall not release or diminish any of the Borrower's obligations to pay
additional amounts pursuant to this Section 1.10(c) upon the subsequent receipt
of such notice.

     1.11 Compensation. The Borrower shall compensate each Bank, upon its
written request (which request shall set forth the basis for requesting such
compensation), for all reasonable losses, expenses and liabilities (including,
without limitation, any loss, expense or liability incurred by reason of the
liquidation or reemployment of deposits or other funds required by such Bank to
fund its Eurodollar Loans but excluding any loss of anticipated profit with
respect to such Loans) which such Bank may sustain: (i) if for any reason (other
than a default by such Bank or the Administrative Agent) a Borrowing of
Eurodollar Loans does not occur on a date specified therefor in a Notice of
Borrowing or Notice of Conversion (whether or not withdrawn by the Borrower or
deemed withdrawn pursuant to Section 1.10(a)); (ii) if any repayment, prepayment
or conversion of any of its Eurodollar Loans occurs on a date which is not the
last day of an Interest Period applicable thereto; (iii) if any prepayment of
any of its Eurodollar Loans is not made on any date specified in a notice of
prepayment given by the Borrower; or (iv) as a consequence of (x) any other
failure by the Borrower to repay its Loans when required by the terms of this
Agreement or (y) an election made pursuant to Section 1.10(b).

     1.12 Change of Lending Office. Each Bank agrees that, upon the occurrence
of any event giving rise to the operation of Section 1.10(a)(ii) or (iii) or
3.04 with respect to such


                                     -vii-


<PAGE>




Bank, it will, if requested by the Borrower, use reasonable efforts (subject to
overall policy considerations of such Bank) to designate another lending office
for any Loans affected by such event; provided that such designation is made on
such terms that, in the opinion of such Bank, such Bank and its lending office
suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of any such
Section. Nothing in this Section 1.12 shall affect or postpone any of the
obligations of the Borrower or the right of any Bank provided in Section 1.10 or
3.04.

     SECTION 2. Fees; Commitments.

     2.01 Fees. (a) The Borrower agrees to pay the Administrative Agent a
commitment fee (the "Commitment Fee") for the account of each Bank for the
period from and including the Effective Date to but excluding the earlier of the
Maturity Date and the date the Total Commitment has been terminated (the
"Termination Date"), computed at a per annum rate equal to the Applicable
Commitment Fee Percentage from time to time on the daily average Unutilized
Commitment of such Bank. Accrued Commitment Fees shall be due and payable in
arrears on the last Business Day of each March, June, September and December and
on the Termination Date.


                                     -viii-


<PAGE>



     (b) The Borrower agrees to pay the Administrative Agent a utilization fee
(the "Utilization Fee") for the account of each Bank for each day from and
including the Effective Date to and including the earlier of the Maturity Date
and the Termination Date on which the outstanding principal amount of all Loans
made by such Bank equals or exceeds 25% of the Commitment of such Bank, computed
at a per annum rate equal to the Applicable Utilization Fee Percentage from time
to time on the outstanding principal amount of Loans of such Bank from time to
time. Accrued Utilization Fees shall be due and payable in arrears on the last
Business Day of each March, June, September and December and on the Termination
Date.

     (c) The Borrower shall pay to the Administrative Agent, for the account of
the Administrative Agent, when and as due, such fees as have been, or are from
time to time, separately agreed upon.

     (d) All computations of Fees shall be made in accordance with Section
11.07(b).

2.02 Voluntary Reduction of Commitments. Upon at least three Business Days'
prior written notice (or telephonic notice promptly confirmed in writing) given
by the Borrower to the Administrative Agent at its Notice Office (which notice
the Administrative Agent shall promptly transmit to each of the Banks), the
Borrower shall have the right, without premium or penalty, to terminate or
partially reduce the Total Unutilized Commitment, provided that (x) any such
partial reduction shall apply to proportionately and permanently reduce the
Total Unutilized Commitment, and (y) any partial reduction pursuant to this
Section 2.02 shall be in integral multiples of $5,000,000.

     2.03 Mandatory Reduction of Commitments. (a) The Total Commitment (and the
Commitment of each Bank) shall be terminated at 5:00 p.m. (New York time) on the
Expiration Date unless the Effective Date has occurred on or before such date.

     (b) Unless previously terminated pursuant to Section 2.03(a) above, the
Total Commitment shall terminate on the Maturity Date.

     SECTION 3. Payments.

     3.01 Voluntary Prepayments. The Borrower shall have the right to prepay
Loans, without premium or penalty (except for amounts payable pursuant to
Section 1.11), in whole or in part, from time to time on the following terms and
conditions: (i) the Borrower shall give the Administrative Agent at its Notice
Office written notice (or telephonic notice promptly confirmed in writing) of
its intent to prepay the Loans, the amount of such prepayment and (in the case
of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which
notice shall be received by the Administrative Agent (x) in the case of Base
Rate Loans, no later than 11:00 A.M. (New York time) one Business Day prior to
the date of such prepayment, or (y) in the case of Eurodollar Loans, three
Business Days prior to the date of such prepayment, which notice shall promptly
be transmitted by the Administrative Agent to each of the Banks; (ii) each
partial prepayment of any Borrowing shall be in an aggregate principal amount of
at least $5,000,000, provided that no partial prepayment of Eurodollar Loans
made pursuant to a Borrowing shall reduce the aggregate principal amount of the
Loans outstanding pursuant to


                                      -ix-


<PAGE>



such Borrowing to an amount less than $5,000,000; and (iii) each prepayment in
respect of any Loans made pursuant to a Borrowing shall be applied pro rata
among such Loans.

     3.02 Mandatory Repayments. (a) On any day on which the sum of the aggregate
outstanding principal amount of the Loans exceeds the Total Commitment as then
in effect, the Borrower shall prepay principal of Loans in an amount equal to
such excess.

     (b) With respect to each repayment of Loans required by this Section 3.02,
the Borrower may designate the Types of Loans which are to be repaid and, in the
case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which
made, provided that: (i) if any repayment of Eurodollar Loans made pursuant to a
single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to
such Borrowing to an amount less than $5,000,000 such Borrowing shall be
converted immediately into a Borrowing of Base Rate Loans and (ii) each
repayment of Loans made pursuant to the same Borrowing shall be applied pro rata
among the Banks which made such Loans. In the absence of a designation by the
Borrower as described in the preceding sentence, the Administrative Agent shall,
subject to the above, make such designation in its sole discretion.

     3.03 Method and Place of Payment. Except as otherwise specifically provided
herein, all payments under this Agreement and the Notes shall be made to the
Administrative Agent for the ratable account of the Banks entitled thereto, not
later than 11:00 A.M. (New York time) on the date when due and shall be made in
immediately available funds and in lawful money of the United States of America
at the Payment Office, it being understood that written, telex or facsimile
notice by the Borrower to the Administrative Agent to make a payment from the
funds in the Borrower's account at the Payment Office shall constitute the
making of such payment to the extent of such funds held in such account. Any
payments under this Agreement which are made later than 11:00 A.M. (New York
time) shall be deemed to have been made on the next succeeding Business Day.
Whenever any payment to be made hereunder shall be stated to be due on a day
which is not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
shall be payable during such extension at the applicable rate in effect
immediately prior to such extension.

     3.04 Net Payments. (a) All payments made by the Borrower hereunder or under
any Note will be made without setoff, counterclaim or other defense. Except as
provided in Section 3.04(b), all such payments will be made free and clear of,
and without deduction or withholding for, any present or future taxes, levies,
imposts, duties, fees, assessments or other charges of whatever nature now or
hereafter imposed by any jurisdiction or by any political subdivision or taxing
authority thereof or therein with respect to such payments (but excluding,
except as provided in the second succeeding sentence, any tax imposed on or
measured by the net income or net profits of a Bank, or franchise taxes imposed
in lieu of taxes imposed on or measured by net income or net profits of a Bank,
pursuant to the laws of the jurisdiction in which it is organized or the
jurisdiction in which the principal office or applicable lending office of such
Bank is located or any subdivision thereof or therein) and all interest,
penalties or similar liabilities with respect to such non-excluded taxes,
levies, imposts, duties, fees, assessments or other charges (all such
non-excluded taxes, levies, imposts, duties, fees, assessments or other charges
being referred to collectively, as "Taxes"). If any Taxes are so levied or
imposed, the Borrower agrees to pay the full amount of such Taxes, and such
additional amounts as may be


                                      -x-



<PAGE>



necessary so that every payment of all amounts due under this Agreement or under
any Note, after withholding or deduction for or on account of any Taxes, will
not be less than the amount provided for herein or in such Note. If any amounts
are payable in respect of Taxes pursuant to the preceding sentence, the Borrower
agrees to reimburse each Bank, upon the written request of such Bank, for taxes
imposed on or measured by the net income or net profits of such Bank, and
franchise taxes imposed in lieu of taxes imposed on or measured by net income or
net profits of a Bank, pursuant to the laws of the jurisdiction in which such
Bank is organized or in which the principal office or applicable lending office
of such Bank is located or under the laws of any political subdivision or taxing
authority of any such jurisdiction in which such Bank is organized or in which
the principal office or applicable lending office of such Bank is located and
for any withholding of taxes as such Bank shall determine are payable by, or
withheld from, such Bank, in respect of such amounts so paid to or on behalf of
such Bank pursuant to the preceding sentence and in respect of any amounts paid
to or on behalf of such Bank pursuant to this sentence. The Borrower will
furnish to the Administrative Agent within 45 days after the date the payment of
any Taxes is due pursuant to applicable law certified copies of tax receipts
evidencing such payment by the Borrower. The Borrower agrees to indemnify and
hold harmless each Bank, and reimburse such Bank upon its written request, for
the amount of any Taxes so levied or imposed and paid by such Bank.

     (b) Each Bank that is not a United States person (as such term is defined
in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees
to deliver to the Borrower and the Administrative Agent on or prior to the
Effective Date, or in the case of a Bank that is an assignee or transferee of an
interest under this Agreement pursuant to Section 11.04(b) (unless the
respective Bank was already a Bank hereunder immediately prior to such
assignment or transfer), on the date of such assignment or transfer to such
Bank, (i) two accurate and complete original signed copies of Internal Revenue
Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under
an income tax treaty) (or successor forms) certifying to such Bank's entitlement
as of such date to a complete exemption from United States withholding tax with
respect to payments to be made under this Agreement and under any Note, or (ii)
if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the
Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form
W-8BEN (with respect to a complete exemption under an income tax treaty)
pursuant to clause (i) above, (x) a certificate substantially in the form of
Exhibit C (any such certificate, a "Section 3.04(b)(ii) Certificate") and (y)
two accurate and complete original signed copies of Internal Revenue Service
Form W-8BEN (with respect to the portfolio interest exemption) (or successor
form) certifying to such Bank's entitlement as of such date to a complete
exemption from United States withholding tax with respect to payments of
interest to be made under this Agreement and under any Note. In addition, each
Bank agrees that from time to time after the Effective Date, when a lapse in
time or change in circumstances renders the previous certification obsolete or
inaccurate in any material respect, it will deliver to the Borrower and the
Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form W-8ECI, W-8BEN (with respect to the benefits of
any income tax treaty), or Form W-8BEN (with respect to the portfolio interest
exemption) and a Section 3.04(b)(ii) Certificate, as the case may be, and such
other forms as may be required in order to confirm or establish the entitlement
of such Bank to a continued exemption from or reduction in United States
withholding tax with respect to payments under this Agreement and any Note, or
it shall immediately notify the Borrower and the Administrative Agent of its
inability to deliver any such Form or Certificate, in which case such Bank shall
not



                                      -xi-


<PAGE>


be required to deliver any such Form or Certificate pursuant to this Section
3.04(b). Notwithstanding anything to the contrary contained in Section 3.04(a),
but subject to Section 11.04(b) and the immediately succeeding sentence, (x) the
Borrower shall be entitled, to the extent it is required to do so by law, to
deduct or withhold income or similar taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from interest,
Fees or other amounts payable hereunder for the account of any Bank which is not
a United States person (as such term is defined in Section 7701(a)(30) of the
Code) for U.S. Federal income tax purposes to the extent that such Bank has not
provided to the Borrower U.S. Internal Revenue Service Forms that establish a
complete exemption from such deduction or withholding and (y) the Borrower shall
not be obligated pursuant to Section 3.04(a) hereof to gross-up payments to be
made to a Bank in respect of income or similar taxes imposed by the United
States if (I) such Bank has not provided to the Borrower the Internal Revenue
Service Forms required to be provided to the Borrower pursuant to this Section
3.04(b) or (II) in the case of a payment, other than interest, to a Bank
described in clause (ii) above, to the extent that such Forms do not establish a
complete exemption from withholding of such taxes. Notwithstanding anything to
the contrary contained in the preceding sentence or elsewhere in this Section
3.04 and except as set forth in Section 11.04(b), the Borrower agrees to pay any
additional amounts and to indemnify each Bank in the manner set forth in Section
3.04(a) (without regard to the identity of the jurisdiction requiring the
deduction or withholding) in respect of any amounts deducted or withheld by it
as described in the immediately preceding sentence as a result of any changes
after the Effective Date in any applicable law, treaty, governmental rule,
regulation, guideline or order, or in the interpretation thereof, relating to
the deducting or withholding of such income or similar taxes.

     SECTION 4. Conditions Precedent.

     4.01 Conditions Precedent to the Initial Borrowing Date. The obligation of
the Banks to make Loans to the Borrower hereunder on the Initial Borrowing Date
is subject to the satisfaction of each of the following conditions at such time:

     (a) Effectiveness; Notes. (i) The Effective Date shall have occurred and
(ii) there shall have been delivered to the Administrative Agent for the account
of each Bank the appropriate Note or Notes executed by the Borrower in the
amount, maturity and as otherwise provided herein.

     (b) Opinions of Counsel. On the Initial Borrowing Date, the Administrative
Agent shall have received an opinion, or opinions, in form and substance
reasonably satisfactory to the Administrative Agent, addressed to each of the
Banks and dated the Initial Borrowing Date, from Joseph Haggerty, Esq., counsel
to the Borrower, which opinion shall cover the matters contained in Exhibit D
hereto.

     (c) Officer's Certificate; Corporate Proceedings. (i) On the Initial
Borrowing Date, the Banks shall have received from the Borrower (A) an Officer's
Certificate, dated the Initial Borrowing Date and signed by the President or any
Vice President of the Borrower, in the form of Exhibit E-1 hereto with
appropriate insertions and (B) a Secretary's Certificate, dated the Initial
Borrowing Date and signed by the Secretary or any Assistant Secretary of the
Borrower, in the form of Exhibit E-2 hereto with appropriate insertions,
together with (x) copies of the Certificate of Incorporation and By-Laws or
other organizational documents of the Borrower and


                                     -xii-


<PAGE>




(y) the resolutions of the Borrower and the other documents referred to in such
certificate, and the foregoing shall be reasonably satisfactory to the
Administrative Agent.

     (ii) All corporate and legal proceedings and all instruments and agreements
in connection with the transactions contemplated by this Agreement and the other
Credit Documents shall be reasonably satisfactory in form and substance to the
Administrative Agent, and the Administrative Agent shall have received all
information and copies of all certificates, documents and papers, including
certificates of existence or good standing certificates, as applicable, and any
other records of corporate proceedings and governmental approvals, if any, which
the Administrative Agent reasonably may have requested in connection therewith,
such documents and papers where appropriate to be certified by proper corporate
or governmental authorities.

     (d) Existing Credit Agreement. On the Initial Borrowing Date and
concurrently with the making of the initial Loans hereunder, all commitments
under the Existing Credit Agreement shall have been terminated, and all
principal, interest, fees and other amounts thereunder shall have been paid in
full in each case to the satisfaction of the Administrative Agent.

     (e) Adverse Change, etc. On the Initial Borrowing Date, nothing shall have
occurred (and the Banks shall have become aware of no facts or conditions not
previously known or disclosed on any Annex hereto), which, when taken as a
whole, the Administrative Agent shall reasonably determine (A) has, or is
reasonably likely to have, a material adverse effect on the rights or remedies
of the Banks or the Administrative Agent under this Agreement or any other
Credit Document, or on the ability of the Borrower to perform its obligations to
them, or (B) has or is reasonably likely to have a Material Adverse Effect.

     (f) Litigation. No actions, suits or proceedings shall be pending or, to
the knowledge of the Borrower, threatened against the Borrower (i) with respect
to this Agreement or any other Credit Document or the transactions contemplated
hereby or thereby or (ii) which either the Administrative Agent or the Required
Banks shall in good faith determine has, or is reasonably likely to have, (x) a
Material Adverse Effect or (y) a material adverse effect on the rights or
remedies of the Banks or the Administrative Agent hereunder or under any other
Credit Document or on the ability of the Borrower to perform its obligations to
them hereunder or under any other Credit Documents.

     (g) Approvals, etc. On the Initial Borrowing Date the following approvals
shall have been obtained to the satisfaction of the Banks:

          (i)   all necessary and material governmental and third party
     approvals, permits and licenses in connection with this Agreement and the
     transactions contemplated by the Credit Documents and otherwise referred to
     herein or therein, to the extent such approvals, consents, permits and
     licenses are required to be obtained or made prior to the Initial Borrowing
     Date, shall have been obtained and remain in full force and effect, and all
     applicable waiting periods shall have expired, in each case without any
     action being taken by any competent authority (including any court having
     jurisdiction) which imposes, in the reasonable


                                     -xiii-


<PAGE>
     judgment of the Required Banks or the Administrative Agent, materially
     adverse conditions upon the consummation of any such agreement or
     transaction; and

          (ii)  any necessary shareholder approvals in connection with the
     Indebtedness to be incurred pursuant to this Agreement shall have been
     obtained and remain in full force and effect.

     (h) Financial Statements; Projections. Prior to the Initial Borrowing Date,
the Borrower shall have delivered or caused to be delivered to the
Administrative Agent with copies for each Bank:

          (i)   the audited consolidated and consolidating balance sheets of the
     Borrower as of December 31, 2000, the related consolidated and
     consolidating statements of income, and the related consolidated statements
     of stockholder's equity and of cash flows for the fiscal year then ended,
     in each case prepared in accordance with GAAP;

          (ii)  the audited Annual Statement of each Regulated Insurance Company
     for the fiscal year ended December 31, 2000, prepared in accordance with
     SAP and as filed with the Applicable Insurance Regulatory Authority;

          (iii) the unaudited consolidated and consolidating balance sheets of
     the Borrower as of June 30, 2001, the related consolidated and
     consolidating statements of income, and the related consolidated statements
     of stockholder's equity and of cash flows for the fiscal quarter then
     ended, in each case prepared in accordance with GAAP; and

          (iv)  the Quarterly Statement of each Regulated Insurance Company for
     the fiscal quarter ended June 30, 2001.

     (i) Payment of Fees. On the Initial Borrowing Date, all costs, fees and
expenses (including, without limitation, legal fees and expenses), and all other
compensation contemplated by this Agreement or the other Credit Documents, due
to the Administrative Agent or any Banks shall have been paid to the extent due.

     4.02 Conditions Precedent to All Loans. The obligation of each Bank to make
each Loan (including, without limitation, Loans made on the Initial Borrowing
Date) is subject, at the time of the making of each such Loan, to the
satisfaction of the following conditions:

     (a) No Default; Representations and Warranties. At the time of the making
of each such Loan and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein or in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of the making of such Loan (it being
understood and agreed that any representation or warranty which by its terms is
made as of a specified date shall be required to be true and correct in all
material respects only as of such specified date).



                                     -xiv-


<PAGE>


     (b) Notice of Borrowing. Prior to the making of each Loan, the
Administrative Agent shall have received a Notice of Borrowing meeting the
requirements of Section 1.03(a).

     The occurrence of the Initial Borrowing Date and the acceptance of the
proceeds of Loans incurred thereon shall constitute a representation and
warranty by the Borrower to the Administrative Agent and each of the Banks that
all the conditions specified in this Section 4 and applicable to the Initial
Borrowing Date and/or the making of such Loan, as the case may be, exist as of
that time (except to the extent that any of the conditions specified in this
Section 4 are required to be satisfactory to, or determined by, any Bank, the
Required Banks and/or the Administrative Agent or otherwise expressly calls for
a subjective determination to be made by any Bank, the Required Banks and/or the
Administrative Agent). Thereafter, the occurrence of each Loan and acceptance of
the proceeds of each such Loan shall constitute a representation and warranty by
the Borrower to the Administrative Agent and each of the Banks that the
conditions specified in Section 4.02(a) exist as of the making of each such Loan
(except to the extent that any of the conditions specified in this Section 4 are
required to be satisfactory to, or determined by any Bank, the Required Banks
and/or the Administrative Agent or otherwise expressly calls for a subjective
determination to be made by any Bank, the Required Banks and/or the
Administrative Agent). All of the Notes, certificates, legal opinions and other
documents and papers referred to in this Section 4, unless otherwise specified,
shall be delivered to the Administrative Agent at the Notice Office for the
account of each of the Banks and, except for the Notes, in sufficient
counterparts or copies for each of the Banks and shall be in form and substance
reasonably satisfactory to the Administrative Agent.

     SECTION 5. Representations, Warranties and Agreements. In order to induce
the Banks to enter into this Agreement and to make the Loans provided for
herein, the Borrower makes the following representations and warranties to, and
agreements with, the Banks, all of which shall survive the execution and
delivery of this Agreement and the making of the Loans (with the making of each
Loan being deemed to constitute a representation and warranty that the matters
specified in this Section 5 are true and correct in all material respects on and
as of the date of the making of such Loan unless such representation and
warranty expressly indicates that it is being made as of any specific date in
which case such representation and warranty shall be true and correct in all
material respects only as of such specified date):

     5.01 Corporate Status. The Borrower and each of its Material Subsidiaries
(i) is a duly organized and validly existing corporation or business trust or
other entity in good standing under the laws of the jurisdiction of its
organization and has the corporate or other organizational power and authority
to own its property and assets and to transact the business in which it is
engaged and presently proposes to engage, and (ii) has been duly qualified and
is authorized to do business and is in good standing in all jurisdictions where
it is required to be so qualified, and, in each case, where the failure to be so
organized, existing, qualified, authorized or in good standing would have a
Material Adverse Effect.

     5.02 Corporate Power and Authority. The Borrower has the corporate power
and authority to execute, deliver and carry out the terms and provisions of the
Credit Documents to which it is a party and has taken all necessary corporate
action to authorize the execution, delivery and performance of the Credit
Documents to which it is a party. The Borrower has duly


                                      -xv-


<PAGE>




executed and delivered each Credit Document to which it is a party and each such
Credit Document constitutes the legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its terms, except
to the extent that enforceability thereof may be limited by applicable
bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights
generally and general principles of equity regardless of whether enforcement is
sought in a proceeding in equity or at law.

     5.03 No Contravention of Laws, Agreements or Organizational Documents.
Neither the execution, delivery and performance by the Borrower of the Credit
Documents to which it is a party nor compliance with the terms and provisions
thereof, nor the consummation of the transactions contemplated therein, (i) will
contravene any applicable provision of any law, statute, rule, regulation,
order, writ, injunction or decree of any court or governmental instrumentality,
(ii) will conflict or be inconsistent with or result in any breach of any of the
terms, covenants, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of (or the obligation to create or impose)
any Lien upon any of the property or assets of the Borrower or any of its
Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust,
loan agreement, credit agreement or any other material instrument to which the
Borrower or any of its Subsidiaries is a party or by which it or any of its
property or assets are bound or to which it may be subject or (iii) will violate
any provision of the Certificate of Incorporation or By-Laws of the Borrower or
any of its Subsidiaries.

     5.04 Litigation and Contingent Liabilities. There are no actions, suits or
proceedings pending or threatened in writing involving the Borrower or any of
its Subsidiaries (including, without limitation, with respect to this Agreement
or any documentation executed in connection herewith) (i) that have or would
reasonably be expected to have a Material Adverse Effect or (ii) that could
reasonably be expected to have a material adverse effect on the rights or
remedies of the Banks or the Administrative Agent or on the ability of the
Borrower to perform its respective obligations to the Banks or the
Administrative Agent hereunder and under the other Credit Documents to which it
is, or will be, a party.

     5.05 Use of Proceeds; Margin Regulations. (a) The proceeds of the Loans
incurred on the Initial Borrowing Date shall be utilized to repay all
obligations existing under the Existing Credit Agreement and all fees, interest
and other amounts payable thereunder in their entirety.

     (b) After compliance with clause (a) above, the proceeds of the Loans
incurred on the Initial Borrowing Date and thereafter shall be utilized for
general corporate purposes.

     (c) Neither the making of any Loan hereunder or other Indebtedness or
financing of the Borrower, nor the use of the proceeds thereof, will violate or
be inconsistent with the provisions of Regulation T, U or X of the Board of
Governors of the Federal Reserve System and no part of the proceeds of any Loan
or other Indebtedness or financing of the Borrower will be used to purchase or
carry any Margin Stock or to extend credit for the purpose of purchasing or
carrying any Margin Stock.



                                     -xvi-
<PAGE>


     5.06 Approvals. Any order, consent, approval, license, authorization, or
validation of, or filing, recording or registration with, or exemption by, any
foreign or domestic governmental or public body or authority, or any subdivision
thereof, which is required to authorize or is required in connection with (i)
the execution, delivery and performance of any Credit Document or (ii) the
legality, validity, binding effect or enforceability of any Credit Document, has
been obtained.

     5.07 Investment Company Act. The Borrower is not an "investment company" or
a company "controlled" by an "investment company," within the meaning of the
Investment Company Act of 1940, as amended.

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

     5.09 True and Complete Disclosure; Projections and Assumptions. All factual
information (taken as a whole) heretofore or contemporaneously furnished by the
Borrower or any of its Subsidiaries to the Administrative Agent or any Bank
(including, without limitation, all information contained in the Credit
Documents) for purposes of or in connection with this Agreement or any
transaction contemplated herein is, and all other factual information (taken as
a whole with all other such information theretofore or contemporaneously
furnished) hereafter furnished by any such Persons in writing to the
Administrative Agent will be, true and accurate in all material respects on the
date as of which such information is dated and not incomplete by omitting to
state any material fact necessary to make such information (taken as a whole
with all other such information theretofore or contemporaneously furnished) not
misleading at such time in light of the circumstances under which such
information was provided. The projections contained in such materials are based
on good faith estimates and assumptions believed by the Borrower to be
reasonable and attainable at the time made, it being recognized by the Banks
that such projections as to future events are not to be viewed as facts and that
actual results during the period or periods covered by any such projections may
differ from the projected results.

     5.10 Financial Condition; Financial Statements. (a) The financial
statements delivered to the Administrative Agent pursuant to Section 4.01(h)
present fairly in all material respects the financial position of the respective
Persons referred to in such Sections at the dates of said statements and the
results of operations for the periods covered thereby. All such financial
statements have been prepared in accordance with SAP or GAAP, as indicated in
Section 4.01(h), consistently applied except to the extent provided in the notes
to said financial statements.

     (b) Since December 31, 2000, nothing has occurred which, when taken as a
whole, has or is reasonably likely to have a Material Adverse Effect.

     5.11 Tax Returns and Payments. The Borrower and its Subsidiaries have filed
or have obtained valid extensions with respect to all material income and other
material tax returns which are required to be filed and have paid, on or before
the due dates thereof, all taxes shown to be due and payable on said returns or
on any assessments made against them or their property

                                     -xvii-


<PAGE>



and all other material taxes, assessments, fees or other charges imposed on them
or any of their property by any Governmental Authority (other than (x) those not
yet due and payable and (y) those contested in good faith and for which adequate
reserves have been established), and there are no waivers or agreements for the
extension of time for the assessment of any tax other than those not reasonably
likely to have a Material Adverse Effect. No tax Liens have been filed and no
claims are pending or, to the best knowledge of the Borrower, proposed or
threatened with respect to any such taxes, fees or other charges for any fiscal
period, which are reasonably likely to have a Material Adverse Effect.

     5.12 Compliance with ERISA. (a) Annex III sets forth each Plan in effect on
the Effective Date which is intended to be qualified under Section 401(a) of the
Code; each Plan (and each related trust, insurance contract or fund) is in
compliance with its terms and with all applicable laws, including without
limitation ERISA and the Code; each Plan (and each related trust, if any) which
is intended to be qualified under Section 401(a) of the Code has received a
determination letter from the Internal Revenue Service to the effect that it
meets the requirements of Sections 401(a) and 501(a) of the Code and/or, in the
case of a Plan amendment, has timely filed or will timely file a request for
such a determination letter; no Reportable Event has occurred; no Plan which is
a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) is, to the
knowledge of the Borrower, insolvent or in reorganization; no defined benefit
Plan which is subject to Section 412 of the Code or Section 302 of ERISA has an
Unfunded Current Liability; no Plan which is subject to Section 412 of the Code
or Section 302 of ERISA has an accumulated funding deficiency, within the
meaning of such sections of the Code or ERISA, or has applied for or received a
waiver of an accumulated funding deficiency or an extension of any amortization
period, within the meaning of Section 412 of the Code or Section 303 or 304 of
ERISA; all contributions required to be made with respect to a Plan have been
timely made except to the extent of any such contribution which, if not timely
made, would not result in a material liability to the Borrower, any Subsidiary
of the Borrower or any ERISA Affiliate; neither the Borrower nor any Subsidiary
of the Borrower nor any ERISA Affiliate has incurred any liability (including
any indirect, contingent or secondary liability) to or on account of a Plan
pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201,
4204, or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or
expects to incur any such liability under any of the foregoing sections with
respect to any Plan; no condition exists which presents a risk to the Borrower
or any Subsidiary of the Borrower or any ERISA Affiliate of incurring a
liability to or on account of a Plan pursuant to the foregoing provisions of
ERISA and the Code; no proceedings have been instituted by the PBGC to terminate
or appoint a trustee to administer any Plan which is subject to Title IV of
ERISA in a distress termination; no action, suit, proceeding, hearing, audit or
investigation with respect to the administration, operation or the investment of
assets of any Plan (other than routine claims for benefits or relating to
qualified domestic relations orders) is pending, expected or, to the knowledge
of the Borrower, threatened; neither the Borrower nor any Subsidiary of the
Borrower nor any ERISA Affiliate has incurred any liability as a result of any
group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2)
of the Code) other than a multiemployer plan described in Section 3(37) of ERISA
which covers or has covered employees or former employees of the Borrower, any
Subsidiary of the Borrower, or any ERISA Affiliate having not been operated in
compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and
Section 4980B of the Code; no lien imposed under the Code or ERISA on the assets
of the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate exists
or is likely to arise on account of any Plan; the Borrower


                                    -xviii-


<PAGE>




and its Subsidiaries may cease contributions to or terminate any employee
benefit plan maintained by any of them without incurring any liability; and
neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate
has ever maintained or contributed to (or had an obligation to contribute to)
any Foreign Pension Plans; provided that the provisions of this Section 5.12
shall not be deemed to be untrue based on circumstances which would not,
individually or in the aggregate, have or reasonably be expected to have, a
Material Adverse Effect.

     5.13 Material Subsidiaries. (a) Annex IV hereto lists each Material
Subsidiary of the Borrower as of the Effective Date (and the direct and indirect
ownership interest of the Borrower therein) and also identifies the owner or
owners thereof as of such date.

     (b) There are no restrictions on the Borrower or any of its Subsidiaries
which prohibit or otherwise restrict the transfer of cash or other assets from
any Subsidiary of the Borrower to the Borrower, other than (i) prohibitions or
restrictions existing under or by reason of this Agreement or the other Credit
Documents, (ii) prohibitions or restrictions existing under or by reason of
Legal Requirements, and (iii) other prohibitions or restrictions which, either
individually or in the aggregate, would not reasonably be expected to have a
material adverse effect on the Borrower's ability to perform its obligations
under the Credit Documents.

     5.14 Intellectual Property, etc. The Borrower and each of its Material
Subsidiaries have obtained all material patents, trademarks, service marks,
trade names, copyrights, licenses and other rights, free from unduly burdensome
restrictions, that are necessary for the operation of their respective
businesses as presently conducted and as proposed to be conducted.

     5.15 Capitalization. As of the Effective Date, the authorized capital stock
of the Borrower consists of (i) 230,000,000 shares of common stock, no par value
per share, 41,751,807 of which are issued and outstanding, and (ii) 20,000,000
shares of preferred stock, no par value per share, none of which is issued and
outstanding. As of the Effective Date, all such outstanding shares of the
Borrower have been duly and validly issued and are fully paid and nonassessable.
As of the Effective Date, neither the Borrower nor any of its Material
Subsidiaries has outstanding any securities convertible into or exchangeable for
its capital stock or outstanding any rights to subscribe for or to purchase, or
any options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, its capital stock except for options, warrants and grants
outstanding in the aggregate amounts set forth on Annex V.

     5.16 Indebtedness. Annex VI sets forth a true and complete list of all
items of Indebtedness for borrowed money of the Borrower and its Material
Subsidiaries as of the Effective Date the aggregate principal amount of which
equals or exceeds $5,000,000, in each case showing the aggregate principal
amount thereof, the name of the lender in respect thereof and the name of the
respective borrower and any other entity which has directly or indirectly
guaranteed such Indebtedness.

     5.17 Compliance with Statutes, etc. The Borrower and each of its
Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable



                                     -xix-


<PAGE>




restrictions imposed by, and has filed or otherwise provided all material
reports, data, registrations, filings, applications and other information
required to be filed with or otherwise provided to, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property (including compliance with all applicable environmental laws),
except such failure(s) to comply or file as would not, in the aggregate, have a
Material Adverse Effect. All required regulatory approvals are in full force and
effect on the date hereof, except where the failure of such approvals to be in
full force and effect would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

     5.18 Insurance Licenses. Each Regulated Insurance Company has obtained and
maintains in full force and effect all licenses and permits from all regulatory
authorities necessary to operate in the jurisdictions in which such Regulated
Insurance Company operates, in each case other than such licenses and permits
the failure to obtain or maintain which, individually or in the aggregate, is
not reasonably likely to have a Material Adverse Effect. Annex VII sets forth a
true, correct and complete list, as of the Initial Borrowing Date, of each of
the jurisdictions in which each Material Regulated Insurance Company is duly
licensed and in good standing to write insurance, that each Material Regulated
Insurance Company is authorized to write in such jurisdictions.

     5.19 Insurance Business. All insurance policies issued by any Regulated
Insurance Company are, to the extent required under Applicable Law, on forms
approved by the insurance regulatory authorities of the jurisdiction where
issued or have been filed with and not objected to by such authorities within
the period provided for objection, except for those forms with respect to which
a failure to obtain such approval or make such a filing without it being
objected to, would not, singly or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

     5.20 Reinsurance. As of the Effective Date, the reinsurance agreements
described in Annex VIII are the only material contracts regarding reinsurance,
coinsurance, excess insurance, ceding of insurance (other than insurance ceded
on an assumption reinsurance basis), assumption of insurance or indemnification
with respect to insurance ("Reinsurance") to which any Regulated Insurance
Company is a party and which was entered into after December 31, 2000.

     SECTION 6. Affirmative Covenants. The Borrower hereby covenants and agrees
that on the Effective Date and thereafter, for so long as this Agreement is in
effect and until the Loans, together with interest, Fees and all other
Obligations incurred hereunder, are paid in full:

     6.01 Information Covenants. The Borrower will furnish to each Bank:

     (a) Annual Financial Statements. (i) As soon as available and in any event
within 95 days after the close of each fiscal year of the Borrower, (x) the
consolidated balance sheet of the Borrower, in each case, as at the end of such
fiscal year and the related consolidated statements of income, of stockholder's
equity and of cash flows for such fiscal year and (y) the consolidating balance
sheet of the Borrower as at the end of the fiscal year and the related
consolidating statement of income for such fiscal year; in each case prepared in
accordance with


                                      -xx-


<PAGE>



GAAP and, in the case of such consolidated statements setting forth comparative
figures for the preceding fiscal year, and examined by independent certified
public accountants of recognized national standing whose report shall not be
qualified as to the scope of audit or as to the status of the Borrower and its
Material Subsidiaries as a going concern.

     (ii) As soon as available and in any event within 120 days after the close
of each fiscal year of each Material Regulated Insurance Company, the Annual
Statement (prepared in accordance with SAP) for such fiscal year of such
Material Regulated Insurance Company, as filed with the Applicable Insurance
Regulatory Authority in compliance with the requirements thereof (or a report
containing equivalent information for any Material Regulated Insurance Company
not so required to file the foregoing with the Applicable Insurance Regulatory
Authority) together with the opinion thereon of the Chief Financial Officer or
other Authorized Officer of such Material Regulated Insurance Company stating
that such Annual Statement presents fairly in all material respects the
financial condition and results of operations of such Material Regulated
Insurance Company in accordance with SAP.

     (iii) As soon as available and in any event within 120 days after the close
of each fiscal year of the Borrower, a copy of the "Statement of Actuarial
Opinion" and "Management Discussion and Analysis" for each Material Regulated
Insurance Company (prepared in accordance with SAP) for such fiscal year and as
filed with the Applicable Regulatory Insurance Authority in compliance with the
requirements thereof (or a report containing equivalent information for any
Material Regulated Insurance Company not so required to file the foregoing with
the Applicable Regulatory Insurance Authority).

     (b) Quarterly Financial Statements. (i) As soon as available and in any
event within 50 days after the close of each of the first three quarterly
accounting periods in each fiscal year of the Borrower, (x) the consolidated
balance sheet of the Borrower, each as at the end of such fiscal quarter and the
related consolidated statements of income, of stockholder's equity and of cash
flows for such quarterly period and for the elapsed portion of the fiscal year
ended with the last day of such quarterly period and (y) the consolidating
balance sheet of the Borrower as at the end of such fiscal quarter and the
related consolidating statement of income for such quarterly period and for the
elapsed portion of the fiscal year ended with the last day of such quarterly
period; and, in the case of such consolidated statements setting forth
comparative figures for the related periods in the prior fiscal year, and all of
which shall be prepared in accordance with GAAP and certified by the Chief
Financial Officer or other Authorized Officer of the Borrower, as the case may
be, subject to changes resulting from normal year-end audit adjustments.

     (ii) As soon as available and in any event within 50 days after the close
of each of the first three quarterly accounting periods in each fiscal year of
each Material Regulated Insurance Company, the Quarterly Statement (prepared in
accordance with SAP) for such fiscal period of such Material Regulated Insurance
Company, as filed with the Applicable Insurance Regulatory Authority together
with the opinion thereon of the Chief Financial Officer or other Authorized
Officer of such Material Regulated Insurance Company stating that such financial
statements present fairly in all material respects the financial condition and
results of operations of such Material Regulated Insurance Company in accordance
with SAP.



                                     -xxi-



<PAGE>


     (c) Officer's Certificates. At the time of the delivery of the financial
statements provided for in Sections 6.01(a)(i) and (ii) and 6.01(b)(i) and (ii),
a certificate of the Chief Financial Officer or other Authorized Officer of the
Borrower to the effect that no Default or Event of Default exists or, if any
Default or Event of Default does exist, specifying the nature and extent
thereof, which certificate shall set forth the calculations required to
establish whether the Borrower and its Subsidiaries were in compliance with the
provisions of Sections 7.10 through 7.13, inclusive, as at the end of such
fiscal year or quarter, as the case may be.

     (d) Notice of Default or Litigation. (x) Promptly, and in any event within
three Business Days after the Borrower or any of its Subsidiaries obtains
knowledge thereof, notice of the occurrence of any event which constitutes a
Default or Event of Default, which notice shall specify the nature thereof, the
period of existence thereof and what action the Borrower proposes to take with
respect thereto and (y) promptly after the Borrower or any of its Subsidiaries
obtains knowledge thereof, notice of any outstanding litigation or governmental
or regulatory proceeding pending against the Borrower or any of its Subsidiaries
which could have a Material Adverse Effect, or a material adverse effect on the
ability of the Borrower to perform its obligations hereunder or under any other
Credit Document.

     (e) Auditors' Reports. Promptly upon receipt thereof, a copy of (x) each
other report or "management letter" submitted to the Borrower or any of its
Subsidiaries by their independent accountants in connection with any annual,
interim or special audit made by them of the books of the Borrower or any of its
Subsidiaries and (y) each report submitted to the Borrower or any of its
Subsidiaries by any independent actuary to the extent that such report, in the
good faith opinion of the Borrower, identifies a condition, situation or event
that has or is reasonably likely to have a Material Adverse Effect.

     (f) Other Regulatory Statements and Reports. Promptly (A) after their
becoming available, copies of any statutory financial statements (including all
exhibits and schedules thereto) that the Borrower or any Regulated Insurance
Company periodically files with the Applicable Insurance Regulatory Authority of
the state in which it is domiciled and, to the extent materially different from
the financial statements filed in such state of domicile, any other state in
which it is deemed to be commercially domiciled or any governmental agency or
agencies substituted therefor, (B) after receipt of a written request by the
Administrative Agent or any Bank and after receipt thereof, copies of all
regular and periodic reports of reviews or examinations (including, without
limitation, triennial examinations and risk adjusted capital reports) of any
Regulated Insurance Company, delivered to such Person by any Applicable
Insurance Regulatory Authority, insurance commission or similar regulatory
authority, (C) after receipt thereof, written notice of any assertion by any
Applicable Insurance Regulatory Authority or any governmental agency or agencies
substituted therefor, as to a violation of any Legal Requirement by any
Regulated Insurance Company which is likely to have a Material Adverse Effect,
(D) after receipt of a written request by the Administrative Agent or any Bank
and after receipt thereof, a copy of the final report to each Regulated
Insurance Company from the NAIC for each fiscal year, as to such Regulated
Insurance Company's compliance or noncompliance with each of the NAIC Tests, (E)
after receipt thereof, a copy of any final rating analysis by any rating agency
(including, without limitation, A.M. Best) for each Regulated Insurance Company
for each fiscal year, (F) after receipt thereof, a copy of any notice of
termination, cancellation or recapture of any Reinsurance Agreement or
Retrocession Agreement to which a Regulated


                                     -xxii-


<PAGE>


Insurance Company is a party to the extent such termination or cancellation is
likely to have a Material Adverse Effect, (G) and after receipt of a written
request by the Administrative Agent or any Bank and within 60 days after the end
of the next succeeding quarter after the making of any such filing, copies of
all insurance holding company system act filings with governmental authorities
by a Regulated Insurance Company, including, without limitation, filings which
seek approval of governmental authorities with respect to transactions between
any of the Regulated Insurance Companies and any of their respective Affiliates,
(H) and in any event within three Business Days after receipt thereof, copies of
any notice of actual suspension, termination or revocation of any license of any
Material Regulated Insurance Company by any Applicable Insurance Regulatory
Authority, including any request by an Applicable Insurance Regulatory Authority
which commits a Material Regulated Insurance Company to take or refrain from
taking any action or which otherwise affects the authority of such Material
Regulated Insurance Company to conduct its business, and (I) and in any event
within 20 Business Days after the Borrower or any of its Subsidiaries obtains
knowledge thereof, notice of any actual changes in the insurance laws enacted in
any state in which any Regulated Insurance Company is domiciled which could have
a Material Adverse Effect.

     (g) SEC Filings. (i) Promptly upon transmission thereof, copies of any
material filings and registrations with, and reports to, the SEC by the Borrower
or any of its Subsidiaries (other than any registration statement on Form S-8)
and copies of all material financial statements, proxy statements, notices and
reports as the Borrower or any of its Subsidiaries shall send to analysts
generally or the holders of their capital stock or of any public subordinated
debt issued by the Borrower in their capacity as such holders (in each case to
the extent not theretofore delivered to the Banks pursuant to this Agreement).

     (ii) Within 60 days following the end of the quarter in which any of the
following occurs, copies of any other filings and registrations with, and
reports to, the SEC by the Borrower or any of its Subsidiaries (other than any
registration statement on Form S-8) and copies of all other financial
statements, proxy statements, notices and reports as the Borrower or any of its
Subsidiaries shall send to analysts generally or the holders of their capital
stock or of any public subordinated debt issued by the Borrower in their
capacity as such holders (in each case to the extent not theretofore delivered
to the Banks pursuant to this Agreement).

     (h) Other Information. With reasonable promptness, such other information
or existing documents (financial or otherwise) as the Administrative Agent or
any Bank may reasonably request from time to time.

     6.02 Books, Records and Inspections. The Borrower will, and will cause each
of its Material Subsidiaries to, permit officers and designated representatives
of the Administrative Agent or any Bank to visit and inspect any of the
properties or assets of the Borrower and any of its Material Subsidiaries in
whomsoever's possession (but only to the extent the Borrower or such Material
Subsidiary has the right to do so to the extent in the possession of another
Person), and to examine the books of account of the Borrower and any of its
Material Subsidiaries and discuss the affairs, finances and accounts of the
Borrower and of any of its Material Subsidiaries with, and be advised as to the
same by, its and their officers and independent accountants and independent
actuaries, if any, all at such reasonable times and intervals, upon reasonable
prior notice and to such reasonable extent as the Administrative Agent or any
Bank may request.

                                    -xxiii-


<PAGE>



     6.03 Insurance. The Borrower will, and will cause each of its Material
Subsidiaries to, at all times maintain in full force and effect insurance in
such amounts, covering such risks and liabilities and with such deductibles or
self-insured retentions as are in accordance with normal industry practice.

     6.04 Payment of Taxes. The Borrower will pay and discharge, and will cause
each of its Subsidiaries to pay and discharge, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which penalties attach
thereto, and all lawful claims (other than claims relating to the adjustment or
settling, in the ordinary course of business, of claims in respect of insurance
policies or reinsurance contracts) which, if unpaid, might become a Lien or
charge upon any properties of the Borrower or any of its Material Subsidiaries;
provided, that neither the Borrower nor any Subsidiary shall be required to pay
any such tax, assessment, charge, levy or claim which (i) is being contested in
good faith and by proper proceedings if it has maintained adequate reserves (in
the good faith judgment of the management of the Borrower) with respect thereto
in accordance with GAAP, or (ii) if not paid, would not, individually or in the
aggregate, be reasonably expected to have a Material Adverse Effect.

     6.05 Corporate Franchises. The Borrower will do, and will cause each
Material Subsidiary to do, or cause to be done, all things reasonably necessary
to preserve and keep in full force and effect its corporate existence, rights
and authority; provided that any transaction permitted by Section 7.02 will not
constitute a breach of this Section 6.05.

     6.06 Compliance with Statutes, etc. The Borrower will, and will cause each
Material Subsidiary to, comply with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property (including applicable statutes, regulations, orders and
restrictions relating to environmental standards and controls) other than those
the non-compliance with which would not have a Material Adverse Effect.

     6.07 ERISA. As soon as possible and, in any event, within 10 Business Days
after the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate knows
or has reason to know of the occurrence of any of the following, the Borrower
will deliver to each of the Banks a certificate of the Chief Financial Officer
of the Borrower setting forth the full details as to such occurrence and the
action, if any, that the Borrower, such Subsidiary or such ERISA Affiliate is
required or proposes to take, together with any notices required or proposed to
be given to or filed with or by the Borrower, the Subsidiary, the ERISA
Affiliate, the PBGC, a Plan participant or the Plan administrator with respect
thereto: that a Reportable Event has occurred; that a contributing sponsor (as
defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA
is subject to the advance reporting requirement of PBGC Regulation Section
4043.61 (without regard to subparagraph (b)(1) thereof), and an event described
in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section
4043 is reasonably expected to occur with respect to such plan within the
following 30 days; that an accumulated funding deficiency, within the meaning of
Section 412 of the Code or Section 302 of ERISA, in excess of $250,000 has been
incurred or an application may be or has been made for a waiver or modification
of the minimum funding standard (including any required installment payments) or
an extension of any amortization period under Section 412 of the Code or Section
303 or 304 of ERISA with respect


                                     -xxiv-


<PAGE>


to a Plan; that any contribution required to be made with respect to a Plan has
not been timely made; that a Plan has been or may be terminated, reorganized,
partitioned or declared insolvent under Title IV of ERISA; that a defined
benefit Plan which is subject to Section 412 of the Code or Section 302 of ERISA
has an Unfunded Current Liability in excess of $250,000; that proceedings may be
or have been instituted to terminate or appoint a trustee to administer a Plan
which is subject to Title IV of ERISA; that a proceeding has been instituted
pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan;
that the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate will or
may incur any liability (including any indirect, contingent, or secondary
liability) to or on account of the termination of or withdrawal from a Plan
under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with
respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or
Section 409 or 502(i) or 502(l) of ERISA or with respect to a group health plan
(as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under
Section 4980B of the Code; or that the Borrower or any Subsidiary of the
Borrower may incur any liability pursuant to any employee welfare benefit plan
(as defined in Section 3(1) of ERISA) that provides death, health or severance
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA or applicable state law) or any Plan (other than (x)
severance benefits paid pursuant to or in connection with a merger or
acquisition permitted under Section 7.02(a) and (y) death, health and severance
benefits accrued on the books of the Borrower and its Subsidiaries); provided
that in each of the foregoing cases delivery is only required in the event that
the occurrence of any of the foregoing would or would reasonably be expected to
result in a Material Adverse Effect. At the request of any Bank, the Borrower
will promptly deliver to such Bank a complete copy of the annual report (on
Internal Revenue Service Form 5500 series) of each Plan (including, to the
extent required, the related financial and actuarial statements and opinions and
other supporting statements, certifications, schedules and information) required
to be filed with the Internal Revenue Service. In addition to any certificates
or notices delivered to the Banks pursuant to the first sentence hereof, if
requested by the Banks, copies of any material notices received by the Borrower,
any Subsidiary of the Borrower or any ERISA Affiliate with respect to any Plan
shall be delivered to the Banks no later than 10 Business Days after the date
such notice has been received by the Borrower, the Subsidiary or the ERISA
Affiliate, as applicable.

     6.08 Performance of Obligations. The Borrower will, and will cause each of
its Material Subsidiaries to, perform in all respects all of its obligations
under the terms of each mortgage, indenture, security agreement, other debt
instrument and contract by which it is bound or to which it is a party except
where the failure to do so would not reasonably be expected to have a Material
Adverse Effect.

     6.09 Good Repair. The Borrower will, and will cause each of its
Subsidiaries to, ensure that its properties and equipment used or useful in its
business in whomsoever's possession they may be, are kept in good repair,
working order and condition, normal wear and tear excepted, and that from time
to time there are made in such properties and equipment all needful and proper
repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto, to the extent and in the manner customary for companies in
similar businesses, in each case except where the failure to do so would not
reasonably be expected to have a Material Adverse Effect.


                                     -xxv-


<PAGE>


     6.10 End of Fiscal Years; Fiscal Quarters. The Borrower will, for financial
reporting purposes, cause (i) each of its, and each of its Material
Subsidiaries', fiscal years to end on December 31 of each year and (ii) each of
its, and each of its Material Subsidiaries', fiscal quarters to end on March 31,
June 30, September 30 and December 31 of each year; provided, that in the event
that the Borrower or any of its Material Subsidiaries acquires a Material
Subsidiary after the Initial Borrowing Date which does not comply with the
requirements of this Section 6.10, there shall not be deemed to be a breach of
this Section 6.10 as to such Material Subsidiary so long as the fiscal year and
fiscal quarter ends of such Material Subsidiary are changed to comply with the
terms of this Section 6.10 within one year following the date of acquisition of
such Material Subsidiary.

     6.11 Maintenance of Licenses and Permits. The Borrower will, and will cause
each of its Subsidiaries to, maintain all permits, licenses and consents as may
be required for the conduct of its business by any state, federal or local
government agency or instrumentality except where failure to maintain the same
could not reasonably be expected to have a Material Adverse Effect.

     SECTION 7. Negative Covenants. The Borrower hereby covenants and agrees
that on the Effective Date and thereafter, for so long as this Agreement is in
effect and until the Loans together with interest, Fees and all other
Obligations incurred hereunder, are paid in full:

     7.01 Changes in Business. The Borrower will not, and will not permit any of
its Subsidiaries to, engage in any material business other than the life
insurance and the other types of business currently conducted by the Borrower
and/or its Subsidiaries and businesses reasonably related to the foregoing;
provided, that the foregoing covenant shall not be deemed to limit portfolio
investments by the Borrower and its Subsidiaries and shall not be deemed
violated based on any ancillary business conducted by a Person (or a Subsidiary
of such Person) who might become a Subsidiary of the Borrower after the
Effective Date.

     7.02 Consolidation, Merger, Sale or Purchase of Assets, etc. The Borrower
will not, and will not permit any of its Material Subsidiaries to, wind up,
liquidate or dissolve its affairs, or enter into any transaction of merger or
consolidation, or sell or otherwise dispose of any of its property or assets
(including the sale of capital stock of any of its Material Subsidiaries, but
excluding any sale or disposition of property or assets in the Ordinary Course
of Business), or purchase, lease or otherwise acquire (in one transaction or a
series of related transactions) all or any part of the property or assets of any
Person (excluding any purchases, leases or other acquisitions of property or
assets in, and for use in, the Ordinary Course of Business) or agree to do any
of the foregoing at any future time (unless expressly made subject to the
consent of the Required Banks), except that the following shall be permitted:



                                     -xxvi-

<PAGE>
          (a) so long as no Default or Event of Default is then in existence or
would result therefrom, the Borrower and its Material Subsidiaries may enter
into mergers and acquisitions (including, without limitation, stock and asset
sales and acquisitions), and transactions reasonably incidental thereto,
provided that (x) in the case of any merger involving the Borrower, the Borrower
shall be the surviving corporation and (y) in the case of any merger involving a
Material Subsidiary of the Borrower, the surviving corporation of such merger
shall be an existing or resulting Wholly-Owned Material Subsidiary of the
Borrower;

          (b) the Borrower and its Material Subsidiaries may acquire, hold, and
dispose of portfolio investments in accordance with investment guidelines
adopted by the Borrower and its Material Subsidiaries from time to time;

          (c) any Regulated Insurance Company may enter into any Insurance
Contract, Reinsurance Agreement or Retrocession Agreement in accordance with its
underwriting, indemnity and retention policies as in effect from time to time;

          (d) the Borrower or any of its Material Subsidiaries may enter into
leases of property or assets not otherwise in violation of this Agreement;

          (e) Wholly-Owned Subsidiaries of the Borrower may be merged or
consolidated with and into Wholly-Owned Subsidiaries of the Borrower;

          (f) the Borrower and its Wholly-Owned Subsidiaries may transfer
property or assets (including, without limitation, the capital stock of
Subsidiaries) to or among one another;

          (g) each of the Borrower and its Material Subsidiaries may sell
assets, provided that:

               (i) the fair market value of any asset the subject of such asset
          sale, taken together with the fair market value of all other assets
          the subject of such asset sales pursuant to this Section 7.02(g)(i) in
          the same fiscal year, does not exceed $10,000,000; or

               (ii) such asset sale is with respect to the assets of the
          Borrower or any of its Material Subsidiaries and the net proceeds of
          such sale are either (x) employed in the business of the Borrower and
          its Subsidiaries or reinvested within 180 days after receipt of such
          net proceeds in assets used in the business of the Borrower or any of
          its Subsidiaries (including, without limitation, in the investment
          portfolio of the Borrower and its Subsidiaries) or (y) used within 180
          days after receipt of such net proceeds to repay Indebtedness of the
          Borrower or any of its Subsidiaries; and

          (h) issuances of stock permitted under Section 7.05(ii), (iii) or
(iv).

Notwithstanding the foregoing provisions of this Section 7.02, neither the
Borrower nor any of its Subsidiaries may make a sale of or with respect to any
capital stock of a Regulated Insurance Company, but nothing in this sentence
shall prohibit (x) any such Regulated Insurance Company from merging with
another Regulated Insurance Company in a transaction permitted under


                                    -xxvii-
<PAGE>

clause (e) above or (y) any transfer of the capital stock of a Subsidiary to the
Borrower or a Wholly-Owned Subsidiary of the Borrower under clause (f) above.

          7.03 Liens. The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist (collectively,
"Incur") any Lien upon or with respect to any property or assets of any kind
(real or personal, tangible or intangible) of the Borrower or any such
Subsidiary whether now owned or hereafter acquired, except:

          (a) Liens for taxes not yet due or Liens for taxes being contested in
good faith and by appropriate proceedings for which adequate reserves (in the
good faith judgment of the management of the Borrower) have been established;

          (b) Liens in respect of property or assets of the Borrower or any of
its Subsidiaries imposed by law which were Incurred in the Ordinary Course of
Business, such as carriers', warehousemen's and mechanics' Liens and other
similar Liens arising in the Ordinary Course of Business, and (x) which do not
in the aggregate materially detract from the value of such property or assets or
materially impair the use thereof in the operation of the business of the
Borrower or any Subsidiary or (y) which are being contested in good faith by
appropriate proceedings, which proceedings have the effect of preventing the
forfeiture or sale of any material property or asset subject to such Lien;

          (c) Liens in existence on the Effective Date which are listed, and the
property subject thereto on the Effective Date described, in Annex IX, and any
extensions or renewals thereof (provided that (i) the securities subject to any
such Lien may be replaced by other securities of no greater principal amount and
(ii) no such extension or renewal will increase the obligations secured thereby
or result in any such Lien attaching to any additional property);

          (d) Liens arising from judgments, decrees or attachments in
circumstances not constituting an Event of Default under Section 8.07;

          (e) Liens (other than any Lien imposed by ERISA) Incurred or deposits
made in the Ordinary Course of Business in connection with workers'
compensation, unemployment insurance and other types of social security, or to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, performance and return-of-money
bonds, Reinsurance Agreements, Retrocession Agreements and other similar
obligations Incurred in the Ordinary Course of Business (exclusive of
obligations in respect of the payment for borrowed money);

          (f) Leases or subleases granted to others not interfering in any
material respect with the business of the Borrower or any of its Subsidiaries
and any interest or title of a lessor under any lease or sublease not in
violation of this Agreement;

          (g) Easements, rights-of-way, restrictions, minor defects or
irregularities in title and other similar charges or encumbrances not
interfering in any material respect with the ordinary conduct of the business of
the Borrower or any of its Subsidiaries;

          (h) Liens arising from UCC financing statements regarding leases not
in violation of this Agreement;


                                    -xxviii-
<PAGE>

          (i) Liens on pledges or deposits of cash or securities made by any
Regulated Insurance Company as a condition to obtaining or maintaining any
licenses issued to it by any Applicable Insurance Regulatory Authority;

          (j) Purchase money mortgages or security interests, conditional sale
arrangements and other similar security interests, on any tangible assets
acquired by the Borrower or such Subsidiary (hereinafter referred to
individually as a "Purchase Money Security Interest"); provided, however, that:

               (i) the transaction in which any Purchase Money Security Interest
          is proposed to be created is not then prohibited by any other Section
          of this Agreement;

               (ii) any Purchase Money Security Interest shall attach only to
          the property or asset acquired in such transaction and shall not
          extend to or cover any other assets or properties of the Borrower;

               (iii) the Indebtedness secured or covered by any Purchase Money
          Security Interest shall not exceed (at the time such Purchase Money
          Security Interest is created) the lesser of the cost or fair market
          value of the property or asset acquired; and

               (iv) the aggregate outstanding amount of all Indebtedness of the
          Borrower and all of its Subsidiaries secured by Purchase Money
          Security Interests shall not at any time exceed an amount equal to
          $45,000,000;

          (k) Liens on the property or assets of a Person which becomes a
Subsidiary after the date hereof securing Indebtedness permitted by subsection
7.04(i), provided that (i) such Liens existed at the time such Person became a
Subsidiary and were not created in anticipation thereof, (ii) any such Lien
shall not extend to or cover any additional property or assets of such Person,
or any property of the Borrower or any other Subsidiary, after the time such
Person becomes a Subsidiary, and (iii) the amount of Indebtedness secured
thereby is not increased;

          (l) Liens securing Indebtedness permitted under Section 7.04(b);

          (m) Liens on marketable securities securing the Indebtedness permitted
under Section 7.04(e); provided that the principal amount of such Indebtedness
so secured shall not exceed $10,000,000;

          (n) Liens on marketable securities and on FHLB stock, in each case
securing the Indebtedness permitted under Section 7.04(j);

          (o) Liens on marketable securities securing the Indebtedness permitted
under Section 7.04(d), (f) or (m); provided that the principal amount of such
Indebtedness so secured shall not exceed $30,000,000;

          (p) Liens Incurred in the Ordinary Course of Business of acquiring,
holding, managing and disposing of invested assets, including without limitation
investment accounts,


                                     -xxix-
<PAGE>

futures accounts and deposit accounts, in accordance with investment guidelines
adopted by the Borrower and its Subsidiaries from time to time;

          (q) Liens on property acquired pursuant to Permitted Transactions;

          (r) Liens Incurred on assets of any Regulated Insurance Company in
connection with the establishment, sale, issuance or maintenance of Policies
issued by such Regulated Insurance Company or the holding or investment of
assets for such Policies, including but not limited to those incident to
separate accounts or funding agreements;

          (s) Liens securing the Obligations;

          (t) Liens Incurred on assets of any trust created for the benefit of
holders and/or for the benefit of the Trustee of any preferred securities issued
by such trust, in each case pursuant to the terms of any Trust Preferred
Offering; and

          (u) Liens (of a type and/or to an extent not otherwise permitted
hereunder) which relate to assets having a fair market value not in excess of
$35,000,000.

          7.04 Indebtedness. The Borrower will not, and will not permit any of
its Subsidiaries to, Incur any Indebtedness for borrowed money, except:

          (a) Indebtedness Incurred pursuant to this Agreement and the other
Credit Documents;

          (b) Capitalized Lease Obligations of the Borrower and its
Subsidiaries, provided that the aggregate Capitalized Lease Obligations under
all Capital Leases, other than any Capital Leases listed in Annex VI, shall not
exceed $50,000,000 at any time;

          (c) Indebtedness in existence on the Effective Date and listed in Part
A of Annex VI, together with any subsequent extension, renewal or refinancing
thereof;

          (d) Indebtedness of any Regulated Insurance Company with respect to
(i) letters of credit securing obligations under Reinsurance Agreements entered
into in the Ordinary Course of Business of any such Regulated Insurance Company,
(ii) letters of credit issued in lieu of deposits to satisfy Legal Requirements
or (iii) letters of credit or surety bonds issued in lieu of depositing
securities with any Applicable Insurance Regulatory Authority to satisfy
regulatory requirements in connection with worker's compensation insurance; in
any case to the extent (x) such letters of credit are not drawn upon or, if and
to the extent drawn upon, such drawing is reimbursed no later than 10 days
following receipt by the Borrower or such Subsidiary of notice of payment on
such letter of credit and (y) the aggregate outstanding amount of such
obligations does not exceed $5,000,000 at any time;

          (e) Indebtedness of the Borrower and its Subsidiaries under Interest
Rate Protection Agreements;

          (f) Indebtedness under reimbursement obligations in respect of letters
of credit issued to guaranty or support the payment of performance bonds,
workers' compensation


                                     -xxx-
<PAGE>

claims, insurance claims and contested appeals and compliance with operational
and regulatory obligations incurred in the ordinary course of business, in an
aggregate principal amount not to exceed $20,000,000;

          (g) Indebtedness secured by Liens permitted under Section 7.03(j) and
any extensions, renewals or refinancing thereof;

          (h) Indebtedness (i) of any Wholly-Owned Subsidiary of the Borrower to
the Borrower, (ii) of the Borrower to any Wholly-Owned Subsidiary of the
Borrower or (iii) of any Wholly-Owned Subsidiary of the Borrower to any other
Wholly-Owned Subsidiary of the Borrower;

          (i) Indebtedness of a Person which becomes a Subsidiary after the date
hereof; provided that (i) such Indebtedness existed at the time such Person
became a Subsidiary and was not created in anticipation thereof, (ii)
immediately after giving effect to the acquisition of such Person by the
Borrower no Default or Event of Default shall have occurred and be continuing,
and (iii) the Borrower shall not become liable therefor;

          (j) Indebtedness of any Regulated Insurance Company owing to the
Federal Home Loan Bank (the "FHLB") under a liquidity facility provided by the
FHLB, and Indebtedness of any Regulated Insurance Company consisting of Federal
Home Loan Bank Community Investment Long Term Advances, so long as the aggregate
outstanding principal amount of Indebtedness under this clause (j) does not
exceed $150,000,000 at any time;

          (k) Indebtedness in respect of the AVLIC Guaranties;

          (l) Indebtedness of the Borrower and its Subsidiaries consisting of
Contingent Obligations in respect of other Indebtedness (x) outstanding as of
the Effective Date and having an aggregate principal amount not in excess of
$20,000,000 and (y) Incurred after the Effective Date and having an aggregate
principal amount not in excess of $30,000,000;

          (m) Indebtedness of the Borrower and its Subsidiaries under letters of
credit issued in the Ordinary Course of Business so long as the aggregate stated
amount of all such letters of credit at no time exceeds $75,000,000;

          (n) Indebtedness of the Borrower and the trust formed in connection
with any Trust Preferred Offering under the Trust Preferred Related Debt
Securities, the Trust Preferred Offering and the guaranty provided in connection
therewith, when and if issued;

          (o) Indebtedness of the Borrower under any Permitted Subordinated Debt
Securities; and

          (p) other Indebtedness for borrowed money of the Borrower not to
exceed $350,000,000 in aggregate outstanding principal amount at any time;
provided, that the amount of Indebtedness permitted by this clause (p) shall be
reduced dollar for dollar by the amount of any Indebtedness which is incurred
under clause (o) above after the Effective Date, but the amount of Indebtedness
permitted under this clause (p) shall not be reduced to less than $75,000,000 at
any time.


                                     -xxxi-
<PAGE>

          7.05 Issuance of Stock. The Borrower will not permit any of its
Material Subsidiaries directly or indirectly to issue, sell, assign, pledge, or
otherwise encumber or dispose of any shares of the capital stock or other equity
securities (or warrants, rights or options to acquire shares or other equity
securities) of such Material Subsidiary, except (i) to the Borrower or another
Wholly-Owned Subsidiary of the Borrower, (ii) to qualify directors if required
by applicable law, (iii) issuances of securities by special purpose Material
Subsidiaries pursuant to structured asset-backed securities transactions or (iv)
issuances of preferred stock by any Material Subsidiary constituting a business
trust pursuant to any Trust Preferred Offering.

          7.06 Prepayments of Indebtedness, Modifications of Agreements, etc.
The Borrower will not, and will not permit any of its Subsidiaries to:

          (a) make (or give any notice in respect thereof) any voluntary or
optional payment or prepayment or redemption or acquisition for value of
(including, without limitation, by way of depositing with the trustee with
respect thereto money or securities before due for the purpose of paying when
due) or exchange of, any Permitted Subordinated Debt Securities or Trust
Preferred Related Debt Securities after the issuance thereof, provided, that,
the Borrower may make voluntary or optional payments or prepayments or
redemptions or acquisitions for value of or exchanges of any Permitted
Subordinated Debt Securities or Trust Preferred Related Debt Securities after
the issuance thereof, so long as immediately after giving effect to any such
voluntary or optional payment or prepayment, redemption or acquisition for value
or exchange the Leverage Ratio shall not be greater than 0.30:1.0; or

          (b) amend, modify or change in any manner adverse to the interests of
the Banks the Certificate of Incorporation (including, without limitation, by
the filing of any certificate of designation) or By-Laws or other organizational
documents of the Borrower or any of its Subsidiaries.

          7.07 Dividends, etc. The Borrower will not, and will not permit any of
its Subsidiaries to, declare or pay any dividends (other than dividends payable
solely in common stock of such Person) or return any capital to, its
stockholders or authorize or make any other distribution, payment or delivery of
property or cash to its stockholders as such, or redeem, retire, purchase or
otherwise acquire, directly or indirectly, for a consideration, any shares of
any class of its capital stock now or hereafter outstanding (or any warrants for
or options or stock appreciation rights in respect of any of such shares), or
set aside any funds for any of the foregoing purposes, or purchase or otherwise
acquire or permit any of its Subsidiaries to purchase or otherwise acquire for
consideration any shares of any class of the capital stock of the Borrower or
any other Subsidiary, as the case may be, now or hereafter outstanding (or any
options or warrants or stock appreciation rights issued by such Person with
respect to its capital stock) (all of the foregoing "Dividends"), except that:

          (i) any Subsidiary of the Borrower may pay Dividends to its parent if
     such parent is the Borrower or a Wholly-Owned Subsidiary of the Borrower,
     any non-Wholly-Owned Subsidiary may pay Dividends so long as such Dividends
     are paid pro rata to its equity owners, and the Borrower and its
     Subsidiaries which are equity holders thereof may receive any of the
     foregoing Dividends;



                                    -xxxii-
<PAGE>

          (ii) so long as no Default or Event of Default exists or would exist
     immediately after giving effect thereto, the Borrower may pay cash
     Dividends on its common stock in an amount not to exceed for any fiscal
     year 3% of the Borrower's Consolidated Net Worth as of the last day of the
     previous fiscal year;

          (iii) the payment of cash Dividends on any preferred stock issued
     pursuant to a Trust Preferred Offering in accordance with the terms thereof
     shall be permitted;

          (iv) upon and in connection with the exercise of any options,
     warrants, awards, grants, or stock appreciation rights under or pursuant to
     any stock plan of the Borrower in respect of the Borrower's common stock by
     any holder thereof pursuant to which the Borrower is required to deliver
     shares of its common stock to such holder, the Borrower may purchase a
     number of shares of its common stock sufficient to enable the Borrower to
     satisfy such requirement;

          (v) transactions permitted under Section 7.02 shall be permitted
     hereunder; and

          (vi) the Borrower may make purchases of its capital stock and options
     thereon (including in the form of convertible equity units), so long as
     immediately after giving effect to any such purchase the Leverage Ratio
     shall not be greater than 0.30:1.00.

          7.08 Limitation on Certain Restrictions. The Borrower will not, and
will not permit any of its Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist any encumbrance or restriction which
prohibits or otherwise restricts (i) the ability of any Subsidiary to pay
dividends or make other distributions or pay any Indebtedness owed to the
Borrower or any of its Subsidiaries, to make loans or advances to the Borrower
or any Subsidiary, to transfer any of its properties or assets to the Borrower
or any Subsidiary or to guarantee the Obligations or (ii) the ability of the
Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to
exist any Lien upon its property or assets to secure the Obligations, other than
(x) prohibitions or restrictions existing under or by reason of this Agreement
and the other Credit Documents, (y) prohibitions or restrictions existing under
or by reason of Legal Requirements, and (z) other prohibitions or restrictions
which, either individually or in the aggregate, would not reasonably be expected
to have a material adverse effect on the Borrower's ability to perform its
obligations under the Credit Documents.

          7.09 Transactions with Affiliates. The Borrower will not, and will not
permit any Subsidiary to, enter into any transaction or series of transactions
with any Affiliate other than on terms and conditions substantially as favorable
to the Borrower or such Subsidiary as would be obtainable by the Borrower or
such Subsidiary at the time in a comparable arm's-length transaction with a
Person other than an Affiliate; provided, however, that:

               (i) AmerUs Life may make investments, advances and/or loans in or
          to AMAL Corporation, in an aggregate amount not to exceed $75,000,000
          so long as AmerUs Life retains the ability to elect at least 50% of
          the board of directors of AMAL Corporation;

               (ii) the Borrower may make payments or loans pursuant to the
          guaranty provided in connection with any Trust Preferred Offering, and
          the Borrower and

                                    -xxxiii-
<PAGE>

          its Subsidiaries may lend or borrow such amounts as are contemplated
          in connection with any Trust Preferred Offering and any Trust
          Preferred Related Debt Securities;

               (iii) the Borrower may enter into any transactions with any of
          its Wholly-Owned Subsidiaries (including without limitation,
          investments in such Wholly-Owned Subsidiaries), and any such
          Wholly-Owned Subsidiary may enter into any transactions with the
          Borrower or any other such Wholly-Owned Subsidiary including
          investments therein;

               (iv) the Subsidiaries of any Regulated Insurance Company may pay
          dividends and make investments in, and advances and loans to, such
          Regulated Insurance Company;

               (v) Regulated Insurance Companies may enter into reinsurance
          transactions with one another; and

               (vi) the Borrower may make contributions to its charitable
          foundation in an aggregate amount of up to $1,000,000 per fiscal year.

          7.10 Leverage Ratio. The Borrower will not permit the Leverage Ratio
at any time to be greater than 0.35:1.0.

          7.11 Interest Coverage Ratio. The Borrower will not permit the
Interest Coverage Ratio for any Test Period to be less than 2.5:1.0.

          7.12 Minimum Consolidated Net Worth. The Borrower shall not permit its
Consolidated Net Worth at any time to be less than an amount equal to the sum of
(x) $850,000,000 and (y) 25% of Cumulative Net Income.

          7.13 Minimum Risk-Based Capital. The Borrower will not permit the
Risk-Based Capital for any Material Regulated Insurance Company to be less than
400%.

          7.14 Foreign Pension Plans. The Borrower will not and will not permit
any of its Subsidiaries to maintain or contribute to (or have an obligation to
contribute to) any Foreign Pension Plans.

          SECTION 8. Events of Default. Upon the occurrence of any of the
following specified events (each an "Event of Default"):

          8.01 Payments. The Borrower shall (i) default in the payment when due
of any principal of any Loan or any Note, (ii) default, and such default shall
continue for two or more Business Days, in the payment when due of any interest
on any Loan or any Note or any Fees or (iii) default in the prompt payment
following notice or demand in respect of any other amounts owing hereunder or
under any other Credit Document; or


                                    -xxxiv-
<PAGE>

          8.02 Representations, etc. Any representation, warranty or material
statement made or deemed made by the Borrower herein or in any other Credit
Document or in any certificate or material statement delivered or required to be
delivered pursuant hereto or thereto shall prove to be untrue in any material
respect on the date as of which made or deemed made; or

          8.03 Covenants. The Borrower shall (a) default in the due performance
or observance by it of any term, covenant or agreement contained in Section 6.10
or 7, or (b) default in the due performance or observance by it of any term,
covenant or agreement (other than those referred to in Section 8.01 or clause
(a) of this Section 8.03) contained in this Agreement and such default shall
continue unremedied for a period of at least 30 days; or

          8.04 Default Under Other Agreements. (a) The Borrower or any of its
Material Subsidiaries shall (i) default in any payment with respect to
Indebtedness (other than the Obligations) in excess of $20,000,000 individually
or in the aggregate, for the Borrower and its Material Subsidiaries, beyond the
period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created or (ii) default in the observance or performance
of any agreement or condition relating to any such Indebtedness or contained in
any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause (determined without regard to whether any notice of acceleration, or any
lapse of time prior to the effectiveness of any notice of acceleration, is
required), any such Indebtedness to become due prior to its stated maturity; or
(b) Indebtedness of the Borrower or its Material Subsidiaries in excess of
$20,000,000 shall be declared to be due and payable other than in accordance
with the terms of such Indebtedness or required to be prepaid, other than by a
regularly scheduled required prepayment or as a mandatory prepayment (unless
such required prepayment or mandatory prepayment results from a default
thereunder or an event of the type that constitutes an Event of Default), prior
to the stated maturity thereof; or

          8.05 Bankruptcy, etc. The Borrower or any of its Material Subsidiaries
shall commence a voluntary case concerning itself under Title 11 of the United
States Code entitled "Bankruptcy," as now or hereafter in effect, or any
successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced
against the Borrower or any of its Material Subsidiaries and the petition is not
controverted within 10 days, or is not dismissed within 60 days, after
commencement of the case; or a custodian (as defined in the Bankruptcy Code) is
appointed for, or takes charge of, all or substantially all of the property of
the Borrower or any of its Material Subsidiaries; or the Borrower or any of its
Material Subsidiaries commences (including by way of applying for or consenting
to the appointment of, or the taking of possession by, a rehabilitator,
receiver, custodian, trustee, conservator or liquidator (collectively, a
"conservator") of itself or all or any substantial portion of its property) any
other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency, liquidation, rehabilitation,
conservatorship or similar law of any jurisdiction whether now or hereafter in
effect relating to the Borrower or any of its Material Subsidiaries; or any such
proceeding is commenced against (a) any Material Regulated Insurance Company
which is engaged in the business of underwriting insurance and/or reinsurance in
the United States, or (b) the Borrower or any of its Material Subsidiaries
(other than (x) any Material Regulated Insurance Company described in the
immediately preceding clause (a) or (y) any dissolution or liquidation


                                     -xxxv-
<PAGE>

proceeding commenced against a non-Regulated Insurance Company (i) the assets of
which do not exceed an aggregate amount of $100,000 and (ii) in connection with
the winding-up of such Material Subsidiary) to the extent such proceeding is
consented to by such Person, and in the case of either clause (a) or (b) remains
undismissed for a period of 60 days; or the Borrower or any of its Material
Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or (a) any
Material Regulated Insurance Company which is engaged in the business of
underwriting insurance and/or reinsurance in the United States suffers any
appointment of any conservator or the like for it or any substantial part of its
property, or (b) the Borrower or any of its Material Subsidiaries (other than
any Regulated Insurance Company described in the immediately preceding clause
(a)) suffers any appointment of any conservator or the like for it or any
substantial part of its property which continues undischarged or unstayed for a
period of 60 days; or the Borrower or any of its Material Subsidiaries makes a
general assignment for the benefit of creditors; or any corporate action is
taken by the Borrower or any of its Material Subsidiaries for the purpose of
effecting any of the foregoing; or

          8.06 ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of any
amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, any Plan
which is subject to Title IV of ERISA shall have had or is likely to have a
trustee appointed by the PBGC to administer such Plan, any Plan which is subject
to Title IV of ERISA is, shall have been or is likely to be terminated or to be
the subject of termination proceedings under ERISA, any defined benefit Plan
which is subject to Section 412 of the Code or Section 302 of ERISA shall have
an Unfunded Current Liability, a contribution required to be made with respect
to a Plan has not been timely made, the Borrower or any Subsidiary of the
Borrower or any ERISA Affiliate has incurred or is likely to incur any liability
to or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of
the Code or on account of a group health plan (as defined in Section 607(1) of
ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code, or
the Borrower or any Subsidiary of the Borrower has incurred or is likely to
incur liabilities pursuant to one or more employee welfare benefit plans (as
defined in Section 3(1) of ERISA) that provide death, health or severance
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA or applicable state law) or Plans; and (b) there shall
result from any such event or events the imposition of a lien, the granting of a
security interest, or a liability; and (c) such lien, security interest or
liability, individually and/or in the aggregate, has had, or could reasonably be
expected to have, a Material Adverse Effect; or

          8.07 Judgments. One or more judgments or decrees shall be entered
against the Borrower or any of its Material Subsidiaries involving a liability,
net of undisputed reinsurance, of $20,000,000 or more in the case of any one
such judgment or decree or in the aggregate for all such judgments and decrees
for the Borrower and its Material Subsidiaries and any such judgments or decrees
shall not have been vacated, discharged, satisfied, stayed or bonded pending
appeal within 60 days from the entry thereof; provided, that in the event that a
judgment or decree is entered against the Borrower or any of its Material
Subsidiaries which by its terms provides for its payment and satisfaction during
a period of longer than 60 days, then there shall be no Default or Event of
Default under this Section 8.07 as a result of such a judgment or decree


                                    -xxxvi-
<PAGE>

so long as the Borrower or its Material Subsidiary, as the case may be, is in
compliance with the terms of such judgment or decree; or

          8.08 Revocation of Insurance License. Any Insurance License shall be
suspended or revoked and such suspension or revocation shall continue for 30
days, or any renewal application for any Insurance License shall be disapproved
or ultimately fail to be approved, if such suspension, revocation, disapproval
or ultimate failure to win approval would reasonably be expected to have a
Material Adverse Effect; or

          8.09 Ownership. A Change of Control shall occur;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Banks, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of the
Administrative Agent or any Bank to enforce its claims against the Borrower,
except as otherwise specifically provided for in this Agreement (provided that
if an Event of Default specified in Section 8.05 shall occur with respect to the
Borrower, the result which would occur upon the giving of written notice by the
Administrative Agent as specified in clauses (i) and (ii) below shall occur
automatically without the giving of any such notice): (i) declare the Total
Commitment terminated, whereupon the Commitment of each Bank shall forthwith
terminate immediately and any Commitment Fees and Utilization Fees shall
forthwith become due and payable without any other notice of any kind and/or
(ii) declare the principal of and any accrued interest in respect of all Loans
and all Obligations owing hereunder and under the other Credit Documents to be,
whereupon the same shall become, forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower.

          SECTION 9. Definitions. As used herein, the following terms shall have
the meanings herein specified unless the context otherwise requires. Defined
terms in this Agreement shall include in the singular number the plural and in
the plural the singular:

          "Administrative Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 10.09.

          "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person, provided, that a Person shall not be deemed to
be an Affiliate solely as a result of a title or position held by such Person. A
Person shall be deemed to control a corporation if such Person possesses,
directly or indirectly, the power (i) to vote 10% or more of the securities
having ordinary voting power for the election of directors of such corporation
or (ii) to direct or cause the direction of the management and policies of such
corporation, whether through the ownership of voting securities, by contract or
otherwise.

          "Agreement" shall mean this Credit Agreement, as the same may be from
time to time modified, amended and/or supplemented.


                                    -xxxvii-
<PAGE>

          "AmerUs Annuity" shall mean AmerUs Annuity Group Co., a Kansas
Corporation.

          "AmerUs Life" shall mean AmerUs Life Insurance Company, a stock life
insurance company.

          "Annual Statement" shall mean the annual financial statement required
to be filed by any Regulated Insurance Company with the Applicable Insurance
Regulatory Authority.

          "Applicable Commitment Fee Percentage" shall mean, for any day, the
percentage set forth below opposite the Applicable Credit Rating then in effect:

                   Applicable                    Applicable Commitment
                 Credit Rating                       Fee Percentage
                 -------------                       --------------

                 A-/A3 or higher                         0.175%
                 BBB+/Baa1                               0.200%
                 BBB/Baa2                                0.250%
                 BBB-/Baa3                               0.300%
                 BB/Ba or lower                          0.500%

          "Applicable Credit Rating" shall mean (i) the Moody's Credit Rating
and the S&P Credit Rating, if the same; (ii) if the Moody's Credit Rating and
the S&P Credit Rating differ by one rating level, the higher of such Ratings;
and (iii) if the Moody's Credit Rating and the S&P Credit Rating differ by two
or more rating levels, the Applicable Credit Rating shall be one rating level
below the higher of such Ratings.

          "Applicable Insurance Regulatory Authority" shall mean, when used with
respect to any Regulated Insurance Company, the insurance department or similar
administrative authority or agency located in (x) each state in which such
Regulated Insurance Company is domiciled or (y) to the extent asserting
regulatory jurisdiction over such Regulated Insurance Company, the insurance
department, authority or agency in each state in which such Regulated Insurance
Company is licensed, and shall include any Federal insurance regulatory
department, authority or agency that may be created and that asserts regulatory
jurisdiction over such Regulated Insurance Company.

          "Applicable Laws" shall mean all applicable laws and treaties,
judgments, decrees, injunctions, writs and orders of any court, arbitrator or
governmental agency or authority and rules, regulations, orders, licenses and
permits of any governmental body, instrumentality, agency or authority.

          "Applicable Margin" shall mean, for any day, the rate per annum set
forth below opposite the Applicable Credit Rating then in effect:


                                   -xxxviii-
<PAGE>

                                  Applicable Margin for    Applicable Margin for
                 Applicable        Loans maintained as      Loans maintained as
               Credit Rating        Eurodollar Loans           Base Rate Loans
               -------------        ----------------           ---------------

              A-/A3 or higher           0.625%                     0.000%
              BBB+/Baa1                 0.875%                     0.000%
              BBB/Baa2                  1.125%                     0.125%
              BBB-/Baa3                 1.375%                     0.375%
              BB/Ba or lower            2.000%                     1.000%

          "Applicable Utilization Fee Percentage" shall mean, for any day, the
percentage set forth below opposite the Applicable Credit Rating then in effect:

                       Applicable                  Applicable Utilization
                     Credit Rating                     Fee Percentage
                     -------------                     --------------

                     A-/A3 or higher                        0.125%
                     BBB+/Baa1                              0.125%
                     BBB/Baa2                               0.125%
                     BBB-/Baa3                              0.125%
                     BB/Ba or lower                         0.250%

          "Authorized Control Level" shall mean "Authorized Control Level" as
defined by the NAIC from time to time and as applied in the context of the Risk
Based Capital Guidelines promulgated by the NAIC (or any term substituted
therefor by the NAIC).

          "Authorized Officer" shall mean any senior officer of the Borrower
designated as such in writing by the Borrower to, and found acceptable by, the
Administrative Agent.

          "AVLIC Guaranties" shall mean and include each of the guaranty
agreements (i) by Ameritas Life Insurance Corp. in favor of Ameritas Variable
Life Insurance Company ("AVLIC") dated as of July 8, 1991, (ii) by AMAL
Corporation for the benefit of AVLIC dated as of April 1, 1996, (iii) by AmerUs
Life (f/k/a American Mutual Life Insurance Company) in favor of AVLIC dated as
of April 1, 1996 and (iv) by the Borrower in favor of AVLIC after the Effective
Date on substantially the same terms as the foregoing.

          "Bank" shall have the meaning provided in the first paragraph of this
Agreement.

          "Bankruptcy Code" shall have the meaning provided in Section 8.05.

          "Base Rate" at any time shall mean the higher of (x) the rate which is
1/2 of 1% in excess of the Federal Funds Effective Rate and (y) the Prime
Lending Rate as in effect from time to time.

          "Base Rate Loans" shall mean each Loan bearing interest at the rates
provided in Section 1.08(a).

          "Borrower" shall have the meaning provided in the first paragraph of
this Agreement.


                                    -xxxix-
<PAGE>

          "Borrowing" shall mean the incurrence of one Type of Loan hereunder by
the Borrower from all of the Banks on a pro rata basis on a given date (or
resulting from a conversion or conversions on such date), having in the case of
Eurodollar Loans the same Interest Period, provided that Base Rate Loans
incurred pursuant to Section 1.10(b) shall be considered part of any related
Borrowing of Eurodollar Loans.

          "Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day, excluding Saturday, Sunday and any day which
shall be in the City of New York a legal holiday or a day on which banking
institutions are authorized by law or other governmental actions to close, and
(ii) with respect to all notices and determinations in connection with, and
payments of principal and interest on, Eurodollar Loans, any day which is a
Business Day described in clause (i) and which is also a day for trading by and
between banks in U.S. dollar deposits in the interbank Eurodollar market.

          "Capital Lease" as applied to any Person, shall mean any lease of any
property (whether real, personal or mixed) by that Person as lessee which, in
conformity with GAAP, is, or is required to be, accounted for as a capital lease
on the balance sheet of that Person; provided that, notwithstanding the
foregoing, "Capital Lease" shall not include any lease which is entered into
solely to effect a Permitted Transaction.

          "Capitalized Lease Obligations" shall mean all obligations under
Capital Leases of the Borrower or any of its Subsidiaries in each case taken at
the amount thereof accounted for as liabilities in accordance with GAAP.

          "Cash Flow" shall mean, with respect to the Borrower, for any Test
Period, the difference between (a) and (b), where (a) is equal to the sum of:
(i) the sum of the amount of Dividends available to the Borrower allocable to
each of the four quarters comprising such Test Period, where such allocable
amount for each fiscal quarter is calculated as being 25% of the maximum
Dividends available to the Borrower under Applicable Laws from all Regulated
Insurance Companies for the calendar year in which such fiscal quarter occurs
(whether or not any such Dividends are or have been paid), provided that in the
event any Regulated Insurance Company has a net loss from operations (as
determined on a SAP basis) for three consecutive fiscal years, Dividends
available from such Regulated Insurance Company for such third fiscal year shall
not be included in this clause (i), plus (ii) management fees, administrative
fees, service fees, home office charges, consulting fees and technical service
charges paid to the Borrower during such Test Period plus (iii) gross tax
sharing payments received by the Borrower during such Test Period plus (iv) all
Surplus Note interest received by the Borrower during such Test Period plus (v)
net investment income of the Borrower during such Test Period plus (vi) realized
net capital gains from investments of the Borrower during such Test Period to
the extent not included in net investment income; and (b) is equal to the sum
of: (i) cash operating expenses paid by the Borrower during such Test Period and
(ii) taxes paid by the Borrower during such Test Period.

          "Change of Control" shall mean the occurrence of any of the following
events: (i) the Borrower shall cease to own, directly, or indirectly through
Wholly-Owned Subsidiaries, 100% of the issued and outstanding voting stock of
AmerUs Life, AmerUs Annuity and Indianapolis Life ordinarily entitled to vote
for the election of directors, or any other class of


                                      -xl-
<PAGE>

stock of AmerUs Life, AmerUs Annuity or Indianapolis Life of which the Borrower
owns 50% or less shall become entitled to elect a majority of AmerUs Life's,
AmerUs Annuity's or Indianapolis Life's board of directors; (ii) during any
period of 25 consecutive calendar months, individuals who at the beginning of
such period constituted the Board of Directors of the Borrower (together with
any new directors whose election by such Board of Directors or whose nomination
for election by the stockholders or members, as the case may be, of the Borrower
was approved by a vote of a majority of the directors then still in office who
were either directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of such Board of Directors then in office; or (iii) any
Person or "group" (within the meaning of Sections 13(d) and 14(d) under the
Securities Exchange Act, as in effect on September 30, 2001), shall have (A)
acquired beneficial ownership of 25% or more on a fully diluted basis of the
voting interest in the Borrower's capital stock or (B) obtained the power
(whether or not exercised) to elect a majority of the Borrower's directors.

          "Chase" shall mean JPMorgan Chase Bank.

          "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the date of this
Agreement and any subsequent provisions of the Code, amendatory thereof,
supplemental thereto or substituted therefor.

          "Commitment" shall mean, with respect to each Bank, the amount set
forth opposite such Bank's name on Annex I hereto, as the same may be (x)
reduced or terminated pursuant to Sections 2.02, 2.03 and/or 8 or (y) adjusted
from time to time as a result of assignment to or from such Bank pursuant to
Section 11.04(b).

          "Commitment Fee" shall have the meaning provided in Section 2.01(a).

          "Consolidated Indebtedness" shall mean, at any time and as to any
Person, all Indebtedness for borrowed money of such Person and its Subsidiaries
at such time determined on a consolidated basis in accordance with GAAP,
provided that as to the Borrower, only 50% of any Trust Preferred Offering shall
constitute Consolidated Indebtedness.

          "Consolidated Interest Expense" shall mean, for any period and as to
any Person, (i) total interest expense (including that attributable to Capital
Leases in accordance with GAAP) of such Person and its Subsidiaries on a
consolidated basis including, without limitation, all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and net costs under Interest Rate Protection Agreements,
but excluding however, any amortization of deferred financing costs, plus (ii)
all Dividends paid or accrued during such period in connection with the
preferred stock of the Borrower or any Subsidiary of the Borrower which is a
business trust.

          "Consolidated Net Worth" shall mean, with respect to any Person, the
Net Worth of such Person and its Subsidiaries determined on a consolidated basis
in accordance with GAAP after appropriate deduction for any minority interests
in Subsidiaries; provided, that for the


                                     -xli-
<PAGE>
purpose of calculating the maximum amount of Dividends payable pursuant to
Section 7.07(ii), Consolidated Net Worth shall exclude 100% of any Trust
Preferred Offering.

          "Consolidated Total Capital" shall mean, at any time and as to any
Person, the sum of Consolidated Indebtedness of such Person and Consolidated Net
Worth of such Person at such time; provided, that Consolidated Total Capital
shall in any event include 100% of any Trust Preferred Offering.

          "Contingent Obligations" shall mean, as to any Person, any obligation
of such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent,
(a) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (b) to advance or supply funds (i) for the
purchase or payment of any such primary obligation or (ii) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (c) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation or (d) otherwise to assure or hold harmless the owner of
such primary obligation against loss in respect thereof; provided, however, that
the term Contingent Obligation shall not include (x) endorsements of instruments
for deposit or collection in the ordinary course of business or (y) obligations
of any Regulated Insurance Company under Insurance Contracts, Reinsurance
Agreements or Retrocession Agreements. The amount of any Contingent Obligation
shall be deemed to be an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Contingent Obligation is made
or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof (assuming such Person is required to perform thereunder) as
determined by such Person in good faith.

          "Credit Documents" shall mean this Agreement, the Notes, and all other
documents, instruments and agreements entered into in connection herewith or
therewith.

          "Cumulative Net Income" shall mean, at any time, an amount equal to
the net income of the Borrower and its Subsidiaries (determined on a
consolidated basis in accordance with GAAP) during the period commencing on
January 1, 2002 and ending on the last day of the then most recently ended
fiscal quarter.

          "Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

          "Dividends" shall have the meaning provided in Section 7.07.

          "Effective Date" shall have the meaning provided in Section 11.10.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time and the regulations promulgated and rulings
issued thereunder. Section references to ERISA are to ERISA, as in effect at the
date of this Agreement and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.


                                     -xlii-
<PAGE>

          "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with the Borrower or a Subsidiary of the Borrower would
be deemed to be a "single employer" within the meaning of Section 414(b),(c),
(m) or (o) of the Code.

          "ESG" shall have the meaning provided in the definition of
"Subsidiary".

          "Eurodollar Loans" shall mean each Loan bearing interest at the rates
provided in Section 1.08(b).

          "Eurodollar Rate" shall mean, with respect to each Interest Period for
a Eurodollar Loan, (i) the arithmetic average (rounded to the nearest 1/100 of
1%) of (a) for Interest Periods of one, two, three or six months, the offered
rates for U.S. dollar deposits having a term comparable to such Interest Period
and of amounts in same day funds comparable to the outstanding principal amount
of such Eurodollar Loan which appear on the Reuters Screen LIBO Page, or (b) for
an Interest Period of one week, the offered quotation to first-class banks in
the interbank Eurodollar market by Chase for U.S. dollar deposits having a term
comparable to such Interest Period and of amounts in same day funds comparable
to the outstanding principal amount of such Eurodollar Loan for which an
interest rate is then being determined by Chase, in the case of each of clauses
(a) and (b) above determined as of 10:00 A.M. (New York time) on the date which
is two Business Days prior to the commencement of such Interest Period divided
(and rounded upward to the next whole multiple of 1/16 of 1%) by (ii) a
percentage equal to 100% minus the then stated maximum rate of all reserve
requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) applicable to any member bank of the
Federal Reserve System in respect of Eurocurrency liabilities as defined in
Regulation D (or any successor category of liabilities under Regulation D).

          "Event of Default" shall have the meaning provided in Section 8.

          "Existing Credit Agreement" shall mean the Credit Agreement, dated as
of October 23, 1997, among the Borrower, various lending institutions and
JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent,
as amended, modified or supplemented prior to the Effective Date.

          "Expiration Date" shall mean December 14, 2001.

          "Federal Funds Effective Rate" shall mean for any period, a
fluctuating interest rate 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 in good faith by the
Administrative Agent.

          "Fees" shall mean all amounts payable pursuant to, or referred to in,
Section 2.01.

          "FHLB" shall have the meaning provided in Section 7.04(j).


                                    -xliii-
<PAGE>

          "Foreign Pension Plan" shall mean any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside of the United States of America by the Borrower or any one or
more of its Subsidiaries primarily for the benefit of employees of the Borrower
or such Subsidiaries residing outside the United States of America, which plan,
fund or other similar program provides, or results in, retirement income, a
deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which plan is not subject to ERISA or the Code.

          "GAAP" shall mean generally accepted accounting principles in the
United States of America; it being understood and agreed that determinations in
accordance with GAAP for purposes of Section 7, including defined terms as used
therein, are subject (to the extent provided therein) to Section 11.07(a).

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

          "Incur" shall have the meaning provided in Section 7.03.

          "Indebtedness" of any Person shall mean (i) all indebtedness of such
Person for borrowed money, (ii) the deferred purchase price of assets or
services which in accordance with GAAP would be shown on the liability side of
the balance sheet of such Person, (iii) the face amount of all letters of credit
issued for the account of such Person and, without duplication, all drafts drawn
thereunder, (iv) all Indebtedness of a second Person secured by any Lien on any
property owned by such first Person, whether or not such Indebtedness has been
assumed, (v) all Capitalized Lease Obligations of such Person, (vi) all
obligations of such Person under Interest Rate Protection Agreements and (vii)
all Contingent Obligations of such Person with respect to any of the foregoing;
provided, that Indebtedness shall not include (w) obligations of the Borrower or
any of its Subsidiaries described in clauses (x) or (y) of the definition of
"Subsidiary," (x) trade payables (including payables under insurance contracts
and reinsurance payables) and accrued expenses, in each case arising in the
ordinary course of business and (y) obligations with respect to Policies.

          "Indianapolis Life" shall mean Indianapolis Life Insurance Company, an
Indiana life insurance company.

          "Initial Borrowing Date" shall mean the date of the incurrence of the
initial Loans hereunder.

          "Initial Offering" shall mean, collectively, a transaction involving
the sale of Trust Preferred Related Debt Securities of the Borrower to a
Delaware statutory business trust which constitutes a Subsidiary of the Borrower
and the concurrent sale by such Subsidiary of preferred equity securities, which
transaction was consummated on February 3, 1997.

          "Insurance Business" shall mean one or more aspects of the business of
selling, issuing or underwriting insurance or reinsurance.


                                     -xliv-
<PAGE>

          "Insurance Contract" shall mean any insurance contract or policy
issued by a Regulated Insurance Company but shall not include any Reinsurance
Agreement or Retrocession Agreement.

          "Insurance Licenses" shall mean each insurance license necessary for
the conduct of business by any Regulated Insurance Company.

          "Interest Coverage Ratio" shall mean, for any Test Period, the ratio
of Cash Flow for such Test Period to Consolidated Interest Expense of the
Borrower for such Test Period.

          "Interest Period" shall mean, with respect to any Eurodollar Loan, the
interest period applicable thereto, as determined pursuant to Section 1.09.

          "Interest Rate Protection Agreement" shall mean any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement or other similar agreement or arrangement.

          "Legal Requirements" shall mean all applicable laws, rules and
regulations made by any governmental body or regulatory authority (including,
without limitation, any Applicable Insurance Regulatory Authority) having
jurisdiction over the Borrower or a Subsidiary of the Borrower.

          "Leverage Ratio" shall mean the ratio of (i) Consolidated Indebtedness
of the Borrower to (ii) Consolidated Total Capital of the Borrower.

          "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any agreement to give any of
the foregoing, any conditional sale or other title retention agreement or any
lease in the nature thereof), or any understanding or agreement to repurchase
any property or assets sold by the Borrower or any of its Subsidiaries
(including sales of accounts receivable or notes with recourse to the Borrower
or any of its Subsidiaries), or the assignment of any right to receive income,
or the filing of any financing statement under the UCC or any other similar
notice under any similar recording or notice statute relating to any property.

          "Loan" shall have the meaning provided in Section 1.01.

          "Margin Stock" shall have the meaning provided in Regulation U.

          "Material Adverse Effect" shall mean a material adverse effect on the
assets, liabilities or financial condition of the Borrower or of the Borrower
and its Subsidiaries taken as a whole.

          "Material Regulated Insurance Company" shall mean each Regulated
Insurance Company which has a statutory surplus equal to or greater than
$15,000,000.

          "Material Subsidiary" shall mean any Subsidiary of the Borrower the
book value (determined in accordance with GAAP) of whose assets constitutes 3%
or more of the book value (determined in accordance with GAAP) of the
consolidated assets of the Borrower and its


                                     -xlv-
<PAGE>

Subsidiaries; provided that, if at any time the aggregate book value (determined
in accordance with GAAP) of the assets of all Subsidiaries of the Borrower which
would otherwise not be Material Subsidiaries as provided above exceeds 10% of
the aggregate book value (determined in accordance with GAAP) of the assets of
the Borrower and its Subsidiaries at such time, then the 3% referred to above in
this definition shall be automatically reduced to the extent necessary such
that, after giving effect to such reduction, the aggregate book value
(determined in accordance with GAAP) of the assets of all Subsidiaries of the
Borrower which are not Material Subsidiaries does not exceed 10% of the
aggregate book value (determined in accordance with GAAP) of the assets of the
Borrower and its Subsidiaries at such time.

          "Maturity Date" shall mean the third anniversary of the Effective
Date.

          "Moody's" shall mean Moody's Investors Service, Inc. and its
successors.

          "Moody's Credit Rating" shall mean the rating level (it being
understood that a rating level shall include numerical modifiers and (+) and (-)
modifiers) assigned by Moody's to the senior unsecured long-term debt of the
Borrower, provided that if at any time Moody's does not rate the senior
unsecured long-term debt of the Borrower, the "Moody's Credit Rating" shall be
three rating levels below the claims paying rating assigned by Moody's to AmerUs
Life. If either of the foregoing ratings shall be changed by Moody's, such
change shall be effective for purposes of this definition on the Business Day
following the day on which Moody's announces such change.

          "NAIC" shall mean the National Association of Insurance Commissioners
or any successor organization thereto.

          "NAIC Tests" shall mean the ratios and other financial measurements
developed by the NAIC under its Insurance Regulatory Information System, as in
effect from time to time.

          "Net Worth" shall mean, as to any Person, the sum of its capital stock
(including, without limitation, its preferred stock), capital in excess of par
or stated value of shares of its capital stock (including, without limitation,
its preferred stock), retained earnings and any other account which, in
accordance with GAAP, constitutes stockholders equity, but excluding (i) any
treasury stock and (ii) the effects of Financial Accounting Statement No. 115.

          "1998 Offering" shall mean, collectively, a transaction involving the
sale of Trust Preferred Related Debt Securities of the Borrower to a Delaware
statutory business trust which constitutes a Subsidiary of the Borrower and the
concurrent sale by such Subsidiary of preferred equity securities, which
transaction shall be consummated substantially on terms and conditions reflected
in the June 8, 1998 filing with the SEC of the Prospectus Supplement to
Prospectus in connection with the AmerUs Life Holdings, Inc. and AmerUs Capital
II Adjustable Convertible-Rate Equity Security Units.

          "Note" shall have the meaning provided in Section 1.05.

          "Notice of Borrowing" shall have the meaning provided in Section 1.03.

          "Notice of Conversion" shall have the meaning provided in Section
1.06.


                                     -xlvi-
<PAGE>

          "Notice Office" shall mean the office of the Administrative Agent at
270 Park Avenue, New York, New York 10017 or such other office as the
Administrative Agent may designate to the Borrower and the Banks from time to
time.

          "Obligations" shall mean all amounts, direct or indirect, contingent
or absolute, of every type or description, and at any time existing, owing to
the Administrative Agent or any Bank pursuant to the terms of this Agreement or
any other Credit Document.

          "Ordinary Course of Business" shall mean transactions, actions,
activities, occurrences or events occurring in the normal course of business (i)
of the Borrower and/or any of its Subsidiaries, and/or (ii) of other companies
in the life and annuity insurance businesses.

          "Other Hedging Agreements" shall mean any foreign exchange contracts,
currency swap agreements or other similar agreements or arrangements designed to
protect against fluctuations in currency values.

          "Payment Office" shall mean the office of the Administrative Agent at
One Chase Manhattan Plaza, New York, New York 10081 or such other office as the
Administrative Agent may designate to the Borrower and the Banks from time to
time.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Section 4002 of ERISA, or any successor thereto.

          "Permitted Subordinated Debt Securities" shall mean unsecured
subordinated debt of the Borrower the terms and conditions of which are
reasonably satisfactory to the Administrative Agent and the Required Banks.

          "Permitted Transaction" shall have the meaning provided in the
definition of "Subsidiary".

          "Person" shall mean any individual, partnership, joint venture, firm,
corporation, association, trust or other enterprise or any government or
political subdivision or any agency, department or instrumentality thereof.

          "Plan" shall mean any pension plan as defined in Section 3(2) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) the Borrower or a Subsidiary of the Borrower or an
ERISA Affiliate, and each such plan for the five year period immediately
following the latest date on which the Borrower, or a Subsidiary of the Borrower
or an ERISA Affiliate maintained, contributed to or had an obligation to
contribute to such plan.

          "Policies" shall mean all insurance policies, annuity contracts,
guaranteed interest contracts and funding agreements (including riders to any
such policies or contracts, certificates issued with respect to group life
insurance or annuity contracts and any contracts issued in connection with
retirement plans or arrangements) and assumption certificates issued or to be
issued (or filed pending current review by applicable Governmental Authorities)
by any Regulated Insurance Company and any coinsurance agreements entered into
or to be entered into by any Regulated Insurance Company.


                                    -xlvii-
<PAGE>

          "Prime Lending Rate" shall mean the rate which Chase announces from
time to time as its prime commercial lending rate, the Prime Lending Rate to
change when and as such prime commercial lending rate changes. The Prime Lending
Rate is a reference rate and does not necessarily represent the lowest or best
rate actually charged to any customer. Chase may make commercial loans or other
loans at rates of interest at, above or below the Prime Lending Rate.

          "Purchase Money Security Interest" shall have the meaning provided in
Section 7.03(j).

          "Quarterly Statement" shall mean the quarterly financial statements
required to be filed by any Regulated Insurance Company with the Applicable
Regulatory Insurance Authority.

          "Rating Agencies" shall mean S&P and Moody's.

          "Register" shall have the meaning provided in Section 11.17.

          "Regulated Insurance Company" shall mean any Subsidiary of the
Borrower, whether now owned or hereafter acquired, that is authorized or
admitted to carry on or transact Insurance Business in any jurisdiction and is
regulated by any Applicable Insurance Regulatory Authority.

          "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.

          "Regulation U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing margin requirements.

          "Reinsurance Agreement" shall mean any agreement, contract, treaty or
other arrangement whereby one or more insurers, as reinsurers, assume
liabilities under insurance policies or agreements issued by another insurance
or reinsurance company or companies.

          "Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan other than those events as to which the 30-day
notice period is waived under subsection .22, .23, .25, .27 or .28 of 29 C.F.R.
4043.

          "Required Banks" shall mean Banks whose Commitments (or, after the
Commitments have terminated, outstanding Loans) represent an amount equal to or
greater than 50% of the Total Commitment (or after the termination thereof, the
sum of the then total outstanding Loans at such time).

          "Retrocession Agreement" shall mean any agreement, contract, treaty or
other arrangement whereby one or more insurers or reinsurers, as
retrocessionaires, assume liabilities of reinsurers under a Reinsurance
Agreement or other retrocessionaires under another Retrocession Agreement.


                                    -xlviii-
<PAGE>

          "Risk-Based Capital" shall mean for any Regulated Insurance Company,
the ratio (expressed as a percentage), at any time, of the Total Adjusted
Capital of such entity to the Authorized Control Level of such entity.

          "S&P" shall mean Standard & Poor's Ratings Group and its successors.

          "S&P Credit Rating" shall mean the rating level (it being understood
that a rating level shall include numerical modifiers and (+) and (-) modifiers)
assigned by S&P to the senior unsecured long-term debt of the Borrower, provided
that if at any time S&P does not rate the senior unsecured long-term debt of the
Borrower, the "S&P Credit Rating" shall be three rating levels below the claims
paying rating assigned by S&P to AmerUs Life. If either of the foregoing ratings
shall be changed by S&P, such change shall be effective for purposes of this
definition on the Business Day following the day on which S&P announces such
change.

          "SAP" shall mean, with respect to any Regulated Insurance Company, the
accounting procedures and practices prescribed or permitted by the Applicable
Insurance Regulatory Authority of the state in which such Regulated Insurance
Company is domiciled; it being understood and agreed that determinations in
accordance with SAP for purposes of Section 7, including defined terms as used
therein, are subject (to the extent provided therein) to Section 11.07(a).

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

          "SEC Regulation D" shall mean Regulation D as promulgated under the
Securities Act of 1933, as amended, as the same may be in effect from time to
time.

          "Section 3.04(b)(ii) Certificate" shall have the meaning provided in
Section 3.04(b)(ii).

          "Statutory Statement" shall mean, as to any Regulated Insurance
Company, a statement of the condition and affairs of such Regulated Insurance
Company, prepared in accordance with SAP and filed with the Applicable Insurance
Regulatory Authority.

          "Subsidiary" of any Person shall mean and include (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person directly or
indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries has more than a 50% voting interest at the time for the board of
directors or equivalent body. Unless otherwise expressly provided, all
references to "Subsidiary" shall mean a Subsidiary of the Borrower, provided
that, notwithstanding the foregoing provisions of this definition, any grantor
trust or limited liability company established by the Borrower and/or its
Subsidiaries in order to effectuate the lease/leaseback transaction with Linzer
Elektrizitats-, Fernwarme- und Verkehrsbetriebe Aktiengesellschaft ("ESG") with
respect to a cogeneration facility in Linz, Austria as described in the summary
of terms and structure delivered to the Administrative Agent and the Banks prior


                                     -xlix-
<PAGE>

to December 4, 1998, and any trust or limited liability company formed by the
Borrower and/or its Subsidiaries after December 4, 1998 to effectuate
transactions with ESG or any other Person in which the Indebtedness of the
Borrower and its Subsidiaries incurred in connection therewith is comprised
solely of (x) obligations which are non-recourse to the Borrower or any of its
Subsidiaries and (y) other obligations which are or will be 100% defeased by
U.S. Government obligations (each such transaction, including the
lease/leaseback with ESG, a "Permitted Transaction"), shall not constitute
Subsidiaries for purposes of this Agreement.

          "Surplus Note" shall mean a surplus note issued by any Regulated
Insurance Company to the Borrower.

          "Taxes" shall have the meaning provided in Section 3.04(a).

          "Termination Date" shall have the meaning provided in Section 2.01(a).

          "Test Period" shall mean the four consecutive fiscal quarters of the
Borrower ended on the last day of the most recently ended fiscal quarter of the
Borrower (taken as one accounting period). The first Test Period shall end on
December 31, 2001.

          "Total Adjusted Capital" shall mean "Total Adjusted Capital" as
defined by the NAIC as of December 31, 2000 and as applied in the context of the
Risk Based Capital Guidelines promulgated by the NAIC.

          "Total Commitment" shall mean the sum of the Commitments of each Bank.

          "Total Unutilized Commitment" shall mean, at any time, an amount equal
to the remainder of (x) the Total Commitment then in effect less (y) the
aggregate principal amount of Loans then outstanding.

          "Trust Preferred Offering" shall mean (i) the Initial Offering, (ii)
the 1998 Offering and (iii) any subsequent issuance of Trust Preferred Related
Debt Securities by the Borrower to a business trust, together with the
concurrent issuance by such trust of preferred equity securities, so long as
such Trust Preferred Related Debt Securities and preferred equity securities
contain the following terms: (x) a term of not less than five (5) years, (y) the
ability to defer principal and interest for a period no longer than the term of
such Trust Preferred Related Debt Securities and (z) the relative rights and
priorities of the holders of Trust Preferred Related Debt Securities shall be no
greater than those provided for in the Initial Offering or the 1998 Offering.

          "Trust Preferred Related Debt Securities" shall mean unsecured,
fixed-rate subordinated debt issued or to be issued by the Borrower in
connection with any Trust Preferred Offering, provided that such Indebtedness
issued after the Effective Date, and the agreements and other documents entered
into by the Borrower and/or any of its Subsidiaries in connection therewith
shall contain terms and conditions (including, without limitation, with respect
to the obligor and guarantors, if any, in respect of such Indebtedness,
amortization schedules, interest rates (including pay-in-kind provisions)
(subject to normal fluctuations and changes in methods of interest
calculations), covenants, defaults, remedies and subordination provisions) not
materially less favorable to the Borrower or the Banks than the terms and
conditions of the Trust


                                      -l-
<PAGE>

Preferred Related Debt Securities issued in connection with the Initial Offering
or the 1998 Offering.

          "Type" shall mean any type of Loan determined with respect to the
interest option applicable thereto, i.e., a Base Rate Loan or a Eurodollar Loan.

          "UCC" shall mean the Uniform Commercial Code.

          "Unfunded Current Liability" of any Plan shall mean the amount, if
any, by which the actuarial present value of the accumulated plan benefits under
the Plan as of the close of its most recent plan year exceeds the fair market
value of the assets allocable thereto as of the close of its most recent plan
year, each determined in accordance with Statement of Financial Accounting
Standards No. 87, based upon the actuarial assumptions used by the Plan's
actuary in the most recent annual valuation of the Plan.

          "Unrestricted Subsidiary" shall mean each of ACM Properties, Inc. and
each other Subsidiary of the Borrower designated by the Borrower as an
Unrestricted Subsidiary in accordance with Section 11.19.

          "Unutilized Commitment" with respect to any Bank, at any time, shall
mean such Bank's Commitment at such time less the aggregate outstanding
principal amount of Loans made by such Bank.

          "Utilization Fee" shall have the meaning provided in Section 2.01(b).

          "Wholly-Owned Subsidiary" of any Person shall mean any Subsidiary of
such Person to the extent all of the capital stock or other ownership interests
in such Subsidiary, other than directors' or nominees' qualifying shares, is
owned directly or indirectly by such Person.

          "Written" or "in writing" shall mean any form of written communication
or a communication by means of telex, facsimile device, telegraph or cable.

          SECTION 10. The Administrative Agent.

          10.01 Appointment. Each Bank hereby irrevocably designates and
appoints Chase as Administrative Agent to act as specified herein and in the
other Credit Documents, and each such Bank hereby irrevocably authorizes Chase
as the Administrative Agent for such Bank, to take such action on its behalf
under the provisions of this Agreement and the other Credit Documents and to
exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement and the other Credit
Documents, together with such other powers as are reasonably incidental thereto.
The Administrative Agent agrees to act as such upon the express conditions
contained in this Section 10. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein or in the other
Credit Documents, nor any fiduciary relationship with any Bank, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against the Administrative Agent.
The provisions of this Section 10 are solely for the benefit of the
Administrative Agent and the Banks, and the Borrower shall not have any rights
as


                                      -li-
<PAGE>

a third party beneficiary of any of the provisions hereof. In performing its
functions and duties under this Agreement, the Administrative Agent shall act
solely as agent of the Banks and does not assume and shall not be deemed to have
assumed any obligation or relationship of agency or trust with or for the
Borrower.

          10.02 Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement or any other Credit Document by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care except to the extent
otherwise required by Section 10.03.

          10.03 Exculpatory Provisions. Neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement (except for its or
such Person's own gross negligence or willful misconduct) or (ii) responsible in
any manner to any of the Banks for any recitals, statements, representations or
warranties made by the Borrower or any Subsidiary or any of their respective
officers contained in this Agreement, any other Credit Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this
Agreement or any other Credit Document or for any failure of the Borrower or any
of its Subsidiaries or any of their respective officers to perform its
obligations hereunder or thereunder. The Administrative Agent shall not be under
any obligation to any Bank to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement, or to inspect the properties, books or records of the Borrower or any
of its Subsidiaries. The Administrative Agent shall not be responsible to any
Bank for the effectiveness, genuineness, validity, enforceability,
collectibility or sufficiency of this Agreement or any Credit Document or for
any representations, warranties, recitals or statements made herein or therein
or made in any written or oral statement or in any financial or other
statements, instruments, reports, certificates or any other documents in
connection herewith or therewith furnished or made by the Administrative Agent
to the Banks or by or on behalf of the Borrower to the Administrative Agent or
any Bank or be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained herein or therein or as to the use of the proceeds of the Loans or of
the existence or possible existence of any Default or Event of Default.

          10.04 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any note,
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, facsimile transmission, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including, without limitation, counsel to the
Borrower), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Credit
Document unless it shall first receive such advice or concurrence of the
Required Banks as it deems appropriate or it shall first be indemnified to its
satisfaction by the Banks against any and all liability and expense which may be
incurred by it

                                     -lii-
<PAGE>

by reason of taking or continuing to take any such action. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the other Credit Documents in accordance with a
request of the Required Banks, and such request and any action taken or failure
to act pursuant thereto shall be binding upon all the Banks.

          10.05 Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Bank or the
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give prompt notice thereof to the Banks. The Administrative Agent shall take
such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Banks, provided that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Banks.

          10.06 Non-Reliance. Each Bank expressly acknowledges that neither the
Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates have made any representations or warranties to
it and that no act by the Administrative Agent hereinafter taken, including any
review of the affairs of the Borrower or any of its Subsidiaries, shall be
deemed to constitute any representation or warranty by the Administrative Agent
to any Bank. Each Bank represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent or any other
Bank, and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, assets,
operations, property, financial and other conditions, prospects and
creditworthiness of the Borrower and its Subsidiaries and made its own decision
to make its Loans hereunder and enter into this Agreement. Each Bank also
represents that it will, independently and without reliance upon the
Administrative Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement, and to make such investigation as it deems necessary to inform
itself as to the business, assets, operations, property, financial and other
conditions, prospects and creditworthiness of the Borrower and its Subsidiaries.
The Administrative Agent shall not have any duty or responsibility to provide
any Bank with any credit or other information concerning the business,
operations, assets, property, financial and other conditions, prospects or
creditworthiness of the Borrower or any Subsidiary which may come into the
possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

          10.07 Indemnification. Each Bank agrees to indemnify the
Administrative Agent in its capacity as such ratably according to their
respective "percentages" as used in determining the Required Banks at such time
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, reasonable expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Obligations) be imposed on,
incurred by or asserted against the Administrative Agent in its capacity as such
in any way relating to or arising out of this Agreement or any other Credit
Document, or any documents contemplated by or referred to herein or the
transactions


                                     -liii-
<PAGE>

contemplated hereby or any action taken or omitted to be taken by the
Administrative Agent under or in connection with any of the foregoing, but only
to the extent that any of the foregoing is not paid by the Borrower or any of
its Subsidiaries, provided that no Bank shall be liable to the Administrative
Agent for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the Administrative Agent's gross negligence or willful
misconduct. If any indemnity furnished to the Administrative Agent for any
purpose shall, in the opinion of the Administrative Agent, be insufficient or
become impaired, the Administrative Agent may call for additional indemnity and
cease, or not commence, to do the acts indemnified against until such additional
indemnity is furnished. The agreements in this Section 10.07 shall survive the
payment of all Obligations.

          10.08 The Administrative Agent in its Individual Capacity. The
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower and its
Subsidiaries as though not acting as Administrative Agent hereunder. With
respect to the Loans made by it and all Obligations owing to it, the
Administrative Agent shall have the same rights and powers under this Agreement
as any Bank and may exercise the same as though it were not the Administrative
Agent, and the terms "Bank" and "Banks" shall include the Administrative Agent
in its individual capacity.

          10.09 Successor Administrative Agent. The Administrative Agent may
resign as the Administrative Agent upon 20 days' notice to the Banks and the
Borrower. Upon such resignation, the Required Banks shall, with the consent of
the Borrower (such consent not to be unreasonably withheld), appoint from among
the Banks a successor Administrative Agent for the Banks, whereupon such
successor agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term "Administrative Agent" shall include such
successor agent effective upon its appointment, and the resigning Administrative
Agent's rights, powers and duties as the Administrative Agent shall be
terminated, without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement. After the retiring
Administrative Agent's resignation hereunder as the Administrative Agent, the
provisions of this Section 10 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 11. Miscellaneous.

          11.01 Payment of Expenses, etc. The Borrower hereby agrees to: (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Administrative Agent in
connection with the negotiation, preparation, syndication, execution and
delivery of the Credit Documents and the documents and instruments referred to
therein (including, without limitation, the reasonable fees and disbursements of
White & Case LLP); (ii) whether or not the transactions herein contemplated are
consummated, pay all reasonable out-of-pocket costs and expenses of the
Administrative Agent in connection with any amendment, waiver or consent
relating to this Agreement or any other Credit Document; (iii) whether or not
the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent and each of the
Banks in connection with the enforcement of the Credit Documents and the
documents and instruments referred to therein (including, without limitation,
the reasonable fees and disbursements of counsel for the


                                     -liv-
<PAGE>

Administrative Agent and for each of the Banks); (iv) pay and hold each of the
Banks harmless from and against any and all present and future stamp and other
similar taxes with respect to the foregoing matters and save each of the Banks
harmless from and against any and all liabilities with respect to or resulting
from any delay or omission to pay such taxes; and (v) indemnify the
Administrative Agent and each Bank, and their respective officers, directors,
employees, representatives and agents (each, an "indemnified person") from and
hold each of them harmless against any and all losses, liabilities, claims,
damages or expenses (collectively, "Claims") incurred by any of them as a result
of, or arising out of, or in any way related to, or by reason of, any
investigation, litigation or other proceeding (whether or not the Administrative
Agent or any Bank is a party thereto) related to the entering into and/or
performance of any Credit Document or the use of the proceeds of any Loans
hereunder or the consummation of any other transactions contemplated in any
Credit Document, including, without limitation, the reasonable fees and
disbursements of counsel incurred in connection with any such investigation,
litigation or other proceeding (but excluding (x) any claims by the Borrower
against any Bank or the Administrative Agent for failure to perform its
obligations to the Borrower hereunder or under any other Credit Document and (y)
any such losses, liabilities, claims, damages or expenses to the extent incurred
by reason of the gross negligence or willful misconduct of the Person to be
indemnified).

          11.02 Right of Setoff. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and continuance of an Event of Default, each
Bank is hereby authorized at any time or from time to time, without presentment,
demand, protest or other notice of any kind to the Borrower or to any other
Person, any such notice being hereby expressly waived, to set off and to
appropriate and apply any and all deposits (general or special) and any other
Indebtedness at any time held or owing by such Bank (including, without
limitation, by branches and agencies of such Bank wherever located) to or for
the credit or the account of the Borrower against and on account of the
Obligations and liabilities of the Borrower to such Bank or any other Bank under
this Agreement or under any of the other Credit Documents, including, without
limitation, all interests in Obligations of the Borrower purchased by such Bank
or any other Bank pursuant to Section 11.06(b), and all other claims of any
nature or description arising out of or connected with this Agreement or any
other Credit Document, irrespective of whether or not such Bank shall have made
any demand hereunder and although said Obligations, liabilities or claims, or
any of them, shall be contingent or unmatured. Each Bank is hereby designated
the agent of all other Banks for purposes of effecting set off pursuant to this
Section 11.02 and the Borrower hereby grants to each Bank for such Bank's own
benefit and as agent for all other Banks a continuing security interest in any
and all deposits, accounts or moneys of the Borrower maintained from time to
time with such Bank.

          11.03 Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered, if to the Borrower, at
the address specified opposite its signature below; if to any Bank, at its
address specified for such Bank on Annex II hereto; or, at such other address as
shall be designated by any party in a written notice to the other parties
hereto. All such notices and communications shall be mailed, telegraphed,
telexed, telecopied, cabled or sent by overnight courier and shall be effective
when received.


                                      -lv-
<PAGE>

          11.04 Benefit of Agreement. (a) This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided, however, the Borrower may not assign or
transfer any of its rights or obligations hereunder without the prior written
consent of the Banks. Each Bank may at any time grant participations in any of
its rights hereunder or under any of its Notes to any bank or other financial
institution; provided that in the case of any such participation, the
participant shall not have any rights under this Agreement or any of the other
Credit Documents, including rights of consent, approval or waiver (the
participant's rights against such Bank in respect of such participation to be
those set forth in the agreement executed by such Bank in favor of the
participant relating thereto) and all amounts payable by the Borrower hereunder
shall be determined as if such Bank had not sold such participation, except that
the participant shall be entitled to receive the additional amounts under
Sections 1.10, 1.11 and 3.04 of this Agreement to, and only to, the extent that
such Bank would be entitled to such benefits if the participation had not been
entered into or sold; and provided further, that no Bank shall transfer, grant
or assign any participation under which the participant shall have rights to
approve any amendment to or waiver of this Agreement or any other Credit
Document except to the extent such amendment or waiver would (i) extend the
final scheduled maturity of any Loan or Note in which such participant is
participating or reduce the rate or extend the time of payment of interest
thereon or Fees, or reduce the principal amount thereof, or increase such
participant's participating interest in any Commitment or Loan over the amount
thereof then in effect (it being understood that a waiver of any Default or
Event of Default or of a mandatory reduction in the Total Commitment shall not
constitute a change in the terms of any Commitment and that an increase in any
Commitment shall be permitted without the consent of any participant if such
participant's participation is not increased as a result thereof) or (ii)
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement or any other Credit Document except in
accordance with the terms hereof and thereof.

          (b) Notwithstanding the foregoing, any Bank may assign all or a
portion of its rights and obligations hereunder to a bank or other financial
institution with the prior written consent of (i) the Administrative Agent,
which consent shall not be unreasonably withheld and (ii) the Borrower, which
consent shall not be unreasonably withheld and shall not be required if a
Default or Event of Default exists at the time of such assignment. No assignment
of less than all of a Bank's rights and obligations hereunder pursuant to the
immediately preceding sentence shall, to the extent such transaction represents
an assignment to an institution other than one or more Banks hereunder, be in an
aggregate amount less than the minimum of $5,000,000 unless otherwise agreed to
by the Administrative Agent and the Borrower in writing. If any Bank so sells or
assigns all or a part of its rights hereunder or under the Notes, any reference
in this Agreement or the Notes to such assigning Bank shall thereafter refer to
such Bank and to the respective assignee to the extent of their respective
interests and the respective assignee shall have, to the extent of such
assignment (unless otherwise provided therein), the same rights and benefits as
it would if it were such assigning Bank. Each assignment pursuant to this
Section 11.04(b) shall be effected by the assigning Bank and the assignee Bank
executing an Assignment and Assumption Agreement substantially in the form of
Exhibit F (appropriately completed). At the time of any such assignment, (i)
Annex I shall be deemed to be amended to reflect the Commitments, if any, and
outstanding Loans of the respective assignee (which shall result in a direct
reduction to the Commitments, if any, and outstanding Loans of the assigning
Bank) and of the other Banks, (ii) if any such assignment occurs after the
Effective Date, at the request of


                                     -lvi-
<PAGE>

the assignor or the assignee the Borrower will issue new Notes to the respective
assignee and to the assigning Bank in conformity with the requirements of
Section 1.05 and (iii) the Administrative Agent shall receive from the assigning
Bank and/or the assignee Bank or financial institution at the time of each
assignment the payment of a nonrefundable assignment fee of $3,500, provided
that such transfer or assignment will not be effective until recorded by the
Administrative Agent on the Register pursuant to Section 11.17 hereof. At the
time of each assignment pursuant to this Section 11.04(b) to a Person which is
not already a Bank hereunder and which is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) for Federal income tax
purposes, the respective assignee Bank shall provide to the Borrower and the
Administrative Agent the appropriate Internal Revenue Service forms (and, if
applicable a Section 3.04(b)(ii) Certificate) described in Section 3.04(b). Each
Bank and the Borrower agrees to execute such documents (including, without
limitation, amendments to this Agreement and the other Credit Documents) as
shall be necessary to effect the foregoing. Promptly following any assignment
pursuant to this Section 11.04(b), the assigning Bank shall promptly notify the
Borrower and the Administrative Agent thereof. Nothing in this Section 11.04
shall prevent or prohibit any Bank from pledging its Loans or Notes hereunder to
a Federal Reserve Bank in support of borrowings made by such Bank from such
Federal Reserve Bank.

          (c) Notwithstanding any other provisions of this Section 11.04, no
transfer or assignment of the interests or obligations of any Bank hereunder or
any grant of participations therein shall be permitted if such transfer,
assignment or grant would require the Borrower to file a registration statement
with the SEC or to qualify the Loans under the "Blue Sky" laws of any State.

          (d) Each Bank initially party to this Agreement hereby represents, and
each Person that becomes a Bank pursuant to an assignment permitted by clause
(b) above will upon its becoming party to this Agreement represent, that it is a
commercial lender, other financial institution or other "accredited investor"
(as defined in SEC Regulation D) which makes loans in the ordinary course of its
business or is acquiring the Loans without a view to distribution of the Loans
within the meaning of the federal securities laws, and that it will make or
acquire Loans for its own account in the ordinary course of such business,
provided that, subject to the preceding clauses (a) through (c), the disposition
of any promissory notes or other evidences of or interests in Indebtedness held
by such Bank shall at all times be within its exclusive control.

          11.05 No Waiver; Remedies Cumulative. No failure or delay on the part
of the Administrative Agent or any Bank in exercising any right, power or
privilege hereunder or under any other Credit Document and no course of dealing
between the Borrower and the Administrative Agent or any Bank shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which the Administrative
Agent or any Bank would otherwise have. No notice to or demand on the Borrower
in any case shall entitle the Borrower to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent or the Banks to any other or further action in any
circumstances without notice or demand.


                                     -lvii-
<PAGE>

          11.06 Payments Pro Rata. (a) The Administrative Agent agrees that
promptly after its receipt of each payment from or on behalf of the Borrower in
respect of any Obligations of the Borrower, it shall distribute such payment to
the Banks (other than any Bank that has consented in writing to waive its pro
rata share of such payment) pro rata based upon their respective shares, if any,
of the Obligations with respect to which such payment was received.

          (b) Each of the Banks agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans or Fees, of a sum which with respect to the related sum or sums
received by other Banks is in a greater proportion than the total of such
Obligation then owed and due to such Bank bears to the total of such Obligation
then owed and due to all of the Banks immediately prior to such receipt, then
such Bank receiving such excess payment shall purchase for cash without recourse
or warranty from the other Banks an interest in the Obligations of the Borrower
to such Banks in such amount as shall result in a proportional participation by
all of the Banks in such amount, provided that if all or any portion of such
excess amount is thereafter recovered from such Bank, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

          11.07 Calculations; Computations. (a) The financial statements to be
furnished to the Banks pursuant hereto shall be made and prepared in accordance
with GAAP or SAP, as the case may be, consistently applied throughout the
periods involved (except as set forth in the notes thereto or as otherwise
disclosed in writing by the Borrower to the Banks). In addition, except as
otherwise specifically provided herein, all computations determining compliance
with Section 7, including definitions used therein, shall utilize accounting
principles and policies in effect from time to time; provided that (i) if any
such accounting principle or policy (whether GAAP or SAP or both) shall change
after the Effective Date, the Borrower shall give reasonable notice thereof to
the Administrative Agent and each of the Banks and if within 30 days following
such notice the Borrower, the Administrative Agent or the Required Banks shall
elect by giving written notice of such election to the other parties hereto,
such computations shall not give effect to such change unless and until this
Agreement shall be amended pursuant to Section 11.12 to give effect to such
change, and (ii) if at any time the computations determining compliance with
Section 7 utilize accounting principles different from those utilized in the
financial statements then being furnished to the Banks pursuant to Section 6.01,
such financial statements shall be accompanied by reconciliation work-sheets.

          (b) All computations of interest on Loans and Fees hereunder shall be
made on the actual number of days elapsed over a year of 360 days.

          11.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE. (a) THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN
THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED


                                    -lviii-
<PAGE>

STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, THE BORROWER AND EACH BANK HEREBY IRREVOCABLY ACCEPTS FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION
OF THE AFORESAID COURTS. THE BORROWER AND EACH BANK HEREBY FURTHER IRREVOCABLY
WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK JURISDICTION OVER THE BORROWER OR
SUCH BANK, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN ANY OF
THE AFORESAID COURTS, THAT ANY SUCH COURT LACKS JURISDICTION OVER THE BORROWER
OR SUCH BANK. THE BORROWER AND EACH BANK FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO THE BORROWER OR SUCH BANK, AS THE CASE MAY BE, AT ITS
ADDRESS FOR NOTICES PURSUANT TO SECTION 11.03, SUCH SERVICE TO BECOME EFFECTIVE
30 DAYS AFTER SUCH MAILING. THE BORROWER AND EACH BANK, AS THE CASE MAY BE,
HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER
IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING
HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY
WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE
ADMINISTRATIVE AGENT OR ANY BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
BORROWER IN ANY OTHER JURISDICTION.

          (b) THE BORROWER AND EACH BANK HEREBY IRREVOCABLY WAIVES ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE
AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (A) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD
OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

          11.09 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the
Administrative Agent.

          11.10 Effectiveness. This Agreement shall become effective on the date
(the "Effective Date") on which the Borrower, the Administrative Agent and each
of the Banks shall have signed a copy hereof (whether the same or different
copies) and shall have delivered the


                                     -lix-
<PAGE>

same to the Administrative Agent at the Administrative Agent's Notice Office or,
in the case of the Banks, shall have given to the Administrative Agent
telephonic (confirmed in writing), written, telex or telecopy notice (actually
received) at such office that the same has been signed and mailed to it. The
Administrative Agent will give the Borrower and each Bank prompt written notice
of the occurrence of the Effective Date.

          11.11 Headings Descriptive. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

          11.12 Amendment or Waiver. Neither this Agreement nor any other Credit
Document nor any terms hereof or thereof may be changed, waived, discharged or
terminated unless such change, waiver, discharge or termination is in writing
signed by the Borrower and the Required Banks, provided that no such change,
waiver, discharge or termination shall, without the consent of each Bank
affected thereby, (i) extend the scheduled final maturity of any Loan or Note or
reduce the rate or extend the time of payment of interest thereon or Fees or
reduce the principal amount thereof, (ii) increase the Commitment of any Bank
over the amount thereof then in effect (it being understood that a waiver of any
Default or Event of Default or of a mandatory reduction in the Total Commitment
shall not constitute a change in the terms of any Commitment of any Bank), (iii)
amend, modify or waive any provision of this Section 11.12, (iv) reduce any
percentage specified in, or otherwise modify, the definition of Required Banks
or (v) consent to the assignment or transfer by the Borrower of any of its
rights and obligations under this Agreement. No provision of Section 10 or any
other provision relating to the rights and/or obligations of the Administrative
Agent may be amended without the consent of the Administrative Agent.

          11.13 Survival. All indemnities set forth herein including, without
limitation, in Section 1.10, 1.11, 3.04, 10.07 or 11.01 shall survive the
execution and delivery of this Agreement and the making of the Loans, the
repayment of the Obligations and the termination of the Total Commitment.

          11.14 Domicile of Loans. (a) Each Bank may transfer and carry its
Loans at, to or for the account of any office, Subsidiary or Affiliate of such
Bank. In addition, each Bank (each, a "Designating Bank") may designate a
special purpose corporation (each, a "Designated Bank") to make Loans in respect
of such Designating Bank's Commitment, provided that (i) such Designating Bank
shall remain the "Bank" for all purposes of this Agreement and the other Credit
Documents, shall not otherwise be relieved of any of its obligations under this
Agreement or any such other Credit Document (including, without limitation, its
obligations under Sections 1.01 and 10.07) and shall be liable for any losses,
claims, damages or expenses incurred by the Borrower, the Administrative Agent
or any Bank as a result of such Designating Bank's designation of any such
special purpose corporation as a Designated Bank, (ii) all payments entitled to
be received by such Designated Bank with respect to the Loans made by it in
respect of such Designating Bank's Commitment shall be made directly to such
Designating Bank for the distribution to such Designated Bank, (iii) the
Borrower and the Administrative Agent shall continue to deal solely with the
respective Designating Bank and such Designated Bank shall not have any right to
approve any amendment, modification or waiver to this Agreement or any other
Credit Document, and all amendments, waivers, consents and/or modifications to
this Agreement


                                      -lx-
<PAGE>

and the other Credit Documents which are binding on such Designating Bank also
shall be binding on such Designated Bank regardless of whether or not such
Designated Bank actually had notice of any such amendment, waiver, consent
and/or other modification and (iv) each Designating Bank may only designate one
Designated Bank at any time to make Loans in respect of such Designating Bank's
Commitment. In addition, each party hereto hereby agrees that prior to the date
that is one year and one day after the payment in full of all outstanding senior
indebtedness of any Designated Bank, no party will institute against, or join
any other Person in instituting against, such Designated Bank any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
federal or state bankruptcy or similar law arising from any actions of such
Designated Bank under this Agreement. Notwithstanding anything to the contrary
contained in this Agreement, any Designated Bank may disclose on a confidential
basis any non-public information relating to its funding of Loans to any rating
agency, commercial paper dealer or provider of any surety or guarantee to such
Designated Bank, provided that if any of the foregoing Persons shall not agree
to be bound by the provisions of Section 11.15 (as to which the respective
Designating Bank shall notify the Borrower), the respective Designating Bank
shall remain liable pursuant to Section 11.15 for disclosure by such Person of
any such non-public information.

          (b) Notwithstanding anything to the contrary contained herein, to the
extent that a transfer of Loans pursuant to this Section 11.14 would, at the
time of such transfer, result in increased costs under Section 1.10, 1.11 or
3.04 from those being charged by the respective Bank prior to such transfer,
then the Borrower shall not be obligated to pay such increased costs (although
the Borrower shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
transfer).

          11.15 Confidentiality. Each Bank shall (i) hold all non-public
information (including, without limitation, all financial projections and
analyses) furnished by the Borrower in connection with such Bank's evaluation of
whether to become a Bank hereunder or obtained by such Bank pursuant to the
requirements of this Agreement ("Confidential Information") confidential, (ii)
use Confidential Information only for purposes related to this Agreement and its
position as a Bank hereunder and (iii) not disclose such Confidential
Information other than as provided herein; provided that any Bank and/or its
affiliates may disclose any such Confidential Information (a) as has become
generally available to the public other than as a result of disclosure in
violation of this Section 11.15, (b) as has become available to such Bank or any
such affiliate on a non-confidential basis from a source other than the Borrower
and its affiliates, provided that the source is not known by such Bank to be
prohibited from transmitting such information to such Bank by a contractual,
legal or fiduciary obligation, (c) as may be required or appropriate in any
report, statement or testimony submitted to any municipal, state or Federal
regulatory body having or claiming to have jurisdiction over such Bank and/or
its affiliates, (d) as may be required or appropriate in respect to any summons
or subpoena or in connection with any litigation or other judicial process (it
being understood that, to the extent reasonably practicable under the
circumstances, the Borrower shall be given prior notice and an opportunity to
contest any proposed disclosure pursuant to this clause (d)), (e) in order to
comply with any law, order, regulation or ruling applicable to such Bank and/or
its affiliates, and (f) to any permitted prospective or actual syndicate member
or participant in any Loans, provided that such prospective or actual syndicate
member or participant agrees with the respective assigning Bank


                                     -lxi-
<PAGE>

to be bound by the provisions of this Section 11.15. The provisions of this
Section 11.15 shall survive any termination of this Agreement.

          11.16 WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

          11.17 Register. The Borrower hereby designates the Administrative
Agent to serve as its agent, solely for purposes of this Section 11.17, to
maintain a register (the "Register") on which it will record the Commitments
from time to time of each of the Banks, the Loans made by each of the Banks and
each repayment in respect of the principal amount of the Loans of each Bank.
Failure to make any such recordation, or any error in such recordation shall not
affect the obligations of the Borrower in respect of such Loans. With respect to
any Bank, the transfer of the Commitments of such Bank and the rights to the
principal of, and interest on, any Loan made pursuant to such Commitments shall
not be effective until such transfer is recorded on the Register maintained by
the Administrative Agent with respect to ownership of such Commitments and Loans
and prior to such recordation all amounts owing to the transferor with respect
to such Commitments and Loans shall remain owing to the transferor. The
registration of assignment or transfer of all or part of any Commitments and
Loans shall be recorded by the Administrative Agent on the Register only upon
the acceptance by the Administrative Agent of a properly executed and delivered
Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident
with the delivery of such an Assignment and Assumption Agreement to the
Administrative Agent for acceptance and registration of assignment or transfer
of all or part of a Loan, or as soon thereafter as practicable, the assigning or
transferor Bank shall surrender the Note evidencing such Loan, and thereupon one
or more new Notes in the same aggregate principal amount shall be issued to the
assigning or transferor Bank and/or the new Bank. The Borrower agrees to
indemnify the Administrative Agent from and against any and all losses, claims,
damages and liabilities of whatsoever nature which may be imposed on, asserted
against or incurred by the Administrative Agent in performing its duties under
this Section 11.17 (but excluding any such losses, liabilities, claims, damages
or expenses to the extent incurred by reason of the gross negligence or willful
misconduct of the Administrative Agent).

          11.18 Executive Stock Purchase Program. Notwithstanding anything to
the contrary contained in this Agreement, the Borrower may establish and
administer an executive stock purchase program pursuant to which the Borrower
offers to employees of the Borrower and its Subsidiaries the opportunity to
purchase from the Borrower treasury shares of the Borrower's common stock using
either personal funds of such employees or funds borrowed from a third-party
financial institution, which loans may be guaranteed by the Borrower; provided
that at no time shall the aggregate outstanding principal amount of loans
guaranteed by the Borrower pursuant to this Section 11.18 exceed $25,000,000. In
addition, so long as no Default or Event of Default exists or would result
therefrom, notwithstanding anything to the contrary contained in this Agreement,
and in addition to any other funds available to the Borrower for such purpose,
the Borrower may use the proceeds received from the employees pursuant to the
common stock


                                     -lxii-
<PAGE>

purchases described above in this Section 11.18 to make purchases of its common
stock and/or convertible equity units in the open market or otherwise.

          11.19 Unrestricted Subsidiaries. Notwithstanding anything to the
contrary contained in this Agreement, (i) the Borrower may create or acquire one
or more Subsidiaries and designate (by written notice to the Administrative
Agent and each Bank) such Subsidiary or Subsidiaries as an "Unrestricted
Subsidiary" (which Unrestricted Subsidiaries may include, without limitation,
any Person which is a Subsidiary of the Borrower on the Effective Date, (ii)
such Unrestricted Subsidiaries shall not (x) constitute Material Subsidiaries,
(y) constitute Subsidiaries for purposes of the definition of Material
Subsidiaries or (z) be subject to Sections 5, 6, 7 or 8 of this Agreement (and
the operations, assets and liabilities of such Unrestricted Subsidiaries shall
not be included in determining compliance with the financial covenants set forth
in Sections 7.10, 7.11 and 7.12, except that the carrying value of such
Unrestricted Subsidiaries recorded in accordance with GAAP shall be included in
the definition of Net Worth), (iii) the financial reports required to be
provided hereunder (including, without limitation, those provided pursuant to
Section 6.01) shall be prepared in a manner (reasonably satisfactory to the
Administrative Agent) which distinguishes the operations, assets and liabilities
of the Unrestricted Subsidiaries from those of the Borrower and its other
Subsidiaries, and (iv) the sum of (x) the aggregate amount paid by the Borrower
and its Subsidiaries (other than Unrestricted Subsidiaries) in connection with
the acquisitions of all Unrestricted Subsidiaries plus (y) the aggregate amount
of liability of and recourse to the Borrower and its Subsidiaries (other than
Unrestricted Subsidiaries) relating to the business and operations of all
Unrestricted Subsidiaries (whether pursuant to Contingent Obligations or
otherwise) plus (z) the aggregate amount of investments (including loans,
advances and capital contributions) by the Borrower and its Subsidiaries (other
than Unrestricted Subsidiaries) in all Unrestricted Subsidiaries shall not
exceed $100,000,000 at any time.


                                      * * *








                                    -lxiii-
<PAGE>

          IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.


Address:
-------
699 Walnut Street                              AMERUS GROUP CO.
Des Moines, Iowa  50309
Tel: (515) 362-3630
Fax: (515) 362-3648                        By  /s/   Thomas C. Godlasky
                                               ---------------------------------
Attention:  Brenda Cushing                     Name:  Thomas C. Godlasky
            Senior Vice President and          Title:  Executive Vice President
            Controller                                 and Chief Investment
                                                       Officer









                                     -lxiv-
<PAGE>




                                           JPMORGAN CHASE BANK,
                                           Individually and as Administrative
                                           Agent and Co-Arranger


                                           By  /s/   Helen L. Newcomb
                                               ---------------------------------
                                               Name:  Helen L. Newcomb
                                               Title:  Vice President











                                     -lxv-
<PAGE>




                                           THE BANK OF NEW YORK,
                                           Individually and as a Co-Arranger


                                           By  /s/   Evan Glass
                                               ---------------------------------
                                               Name:  Evan Glass
                                               Title:  Vice President









                                     -lxvi-
<PAGE>




                                           MELLON BANK, N.A.,
                                           Individually and as a Co-Arranger


                                           By  /s/    Carrie Burnham
                                               ---------------------------------
                                               Name:  Carrie Burnham
                                               Title:  Assistant Vice President










                                    -lxvii-
<PAGE>




                                           FLEET NATIONAL BANK,
                                           Individually and as a Co-Arranger


                                            By  /s/    David A. Bosselait
                                                --------------------------------
                                                Name:  David A. Bosselait
                                                Title:  Director








                                    -lxviii-
<PAGE>

                                           BANK ONE, N.A.


                                           By  /s/   Cynthia W. Priest
                                               ---------------------------------
                                               Name:  Cynthia W. Priest
                                               Title: Director








                                     -lxix-
<PAGE>

                                           CREDIT SUISSE FIRST BOSTON



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


                                           By  /s/    Jeffrey Bernstein
                                               ---------------------------------
                                               Name:  Jeffrey Bernstein
                                               Title:  Vice President






                                     -lxx-
<PAGE>



                                           THE FIFTH THIRD BANK



                                           By  /s/    Marie Magnin
                                               -------------------------------
                                               Name:  Marie Mangin
                                               Title:  Relationship Manager







                                     -lxxi-
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----

<S>                                                                                                     <C>
SECTION 1.  Amount and Terms of Credit......................................................................i

            1.01  Commitments...............................................................................i
            1.02  Minimum Amount of Each Borrowing; Maximum Number of Borrowings............................i
            1.03  Notice of Borrowing.......................................................................i
            1.04  Disbursement of Funds....................................................................ii
            1.05  Notes....................................................................................ii
            1.06  Conversions.............................................................................iii
            1.07  Pro Rata Borrowings.....................................................................iii
            1.08  Interest.................................................................................iv
            1.09  Interest Periods.........................................................................iv
            1.10  Increased Costs, Illegality, etc..........................................................v
            1.11  Compensation............................................................................vii
            1.12  Change of Lending Office................................................................vii

SECTION 2.  Fees; Commitments............................................................................viii

            2.01  Fees...................................................................................viii
            2.02  Voluntary Reduction of Commitments.......................................................ix
            2.03  Mandatory Reduction of Commitments.......................................................ix

SECTION 3.  Payments.......................................................................................ix

            3.01  Voluntary Prepayments....................................................................ix
            3.02  Mandatory Repayments......................................................................x
            3.03  Method and Place of Payment...............................................................x
            3.04  Net Payments..............................................................................x

SECTION 4.  Conditions Precedent..........................................................................xii

            4.01  Conditions Precedent to the Initial Borrowing Date......................................xii
            4.02  Conditions Precedent to All Loans.......................................................xiv

SECTION 5.  Representations, Warranties and Agreements.....................................................xv

            5.01  Corporate Status.........................................................................xv
            5.02  Corporate Power and Authority............................................................xv
            5.03  No Contravention of Laws, Agreements or Organizational Documents........................xvi
            5.04  Litigation and Contingent Liabilities...................................................xvi
            5.05  Use of Proceeds; Margin Regulations.....................................................xvi
            5.06  Approvals..............................................................................xvii
            5.07  Investment Company Act.................................................................xvii
            5.08  Public Utility Holding Company Act.....................................................xvii
            5.09  True and Complete Disclosure; Projections and Assumptions..............................xvii
            5.10  Financial Condition; Financial Statements..............................................xvii
            5.11  Tax Returns and Payments...............................................................xvii
            5.12  Compliance with ERISA.................................................................xviii
            5.13  Material Subsidiaries...................................................................xix
</TABLE>



                                    -lxxii-
<PAGE>

<TABLE>
<S>                                                                                                     <C>
            5.14  Intellectual Property, etc..............................................................xix
            5.15  Capitalization..........................................................................xix
            5.16  Indebtedness............................................................................xix
            5.17  Compliance with Statutes, etc...........................................................xix
            5.18  Insurance Licenses.......................................................................xx
            5.19  Insurance Business.......................................................................xx
            5.20  Reinsurance..............................................................................xx

SECTION 6.  Affirmative Covenants..........................................................................xx

            6.01  Information Covenants....................................................................xx
            6.02  Books, Records and Inspections........................................................xxiii
            6.03  Insurance..............................................................................xxiv
            6.04  Payment of Taxes.......................................................................xxiv
            6.05  Corporate Franchises...................................................................xxiv
            6.06  Compliance with Statutes, etc..........................................................xxiv
            6.07  ERISA..................................................................................xxiv
            6.08  Performance of Obligations..............................................................xxv
            6.09  Good Repair.............................................................................xxv
            6.10  End of Fiscal Years; Fiscal Quarters...................................................xxvi
            6.11  Maintenance of Licenses and Permits....................................................xxvi

SECTION 7.  Negative Covenants...........................................................................xxvi

            7.01  Changes in Business....................................................................xxvi
            7.02  Consolidation, Merger, Sale or Purchase of Assets, etc.................................xxvi
            7.03  Liens................................................................................xxviii
            7.04  Indebtedness............................................................................xxx
            7.05  Issuance of Stock.....................................................................xxxii
            7.06  Prepayments of Indebtedness, Modifications of Agreements, etc.........................xxxii
            7.07  Dividends, etc........................................................................xxxii
            7.08  Limitation on Certain Restrictions...................................................xxxiii
            7.09  Transactions with Affiliates.........................................................xxxiii
            7.10  Leverage Ratio........................................................................xxxiv
            7.11  Interest Coverage Ratio...............................................................xxxiv
            7.12  Minimum Consolidated Net Worth........................................................xxxiv
            7.13  Minimum Risk-Based Capital............................................................xxxiv
            7.14  Foreign Pension Plans.................................................................xxxiv

SECTION 8.  Events of Default...........................................................................xxxiv

            8.01  Payments..............................................................................xxxiv
            8.02  Representations, etc...................................................................xxxv
            8.03  Covenants..............................................................................xxxv
            8.04  Default Under Other Agreements.........................................................xxxv
            8.05  Bankruptcy, etc.......................................................................xxxvi
            8.06  ERISA.................................................................................xxxvi
            8.07  Judgments............................................................................xxxvii
            8.08  Revocation of Insurance License......................................................xxxvii
            8.09  Ownership............................................................................xxxvii

SECTION 9.  Definitions................................................................................xxxvii
</TABLE>



                                    -lxxiii-
<PAGE>

<TABLE>
<S>                                                                                                     <C>
SECTION 10.  The Administrative Agent......................................................................li

            10.01  Appointment.............................................................................li
            10.02  Delegation of Duties...................................................................lii
            10.03  Exculpatory Provisions.................................................................lii
            10.04  Reliance by Administrative Agent.......................................................lii
            10.05  Notice of Default.....................................................................liii
            10.06  Non-Reliance..........................................................................liii
            10.07  Indemnification.......................................................................liii
            10.08  The Administrative Agent in its Individual Capacity....................................liv
            10.09  Successor Administrative Agent.........................................................liv

SECTION 11.  Miscellaneous................................................................................liv

            11.01  Payment of Expenses, etc...............................................................liv
            11.02  Right of Setoff.........................................................................lv
            11.03  Notices.................................................................................lv
            11.04  Benefit of Agreement...................................................................lvi
            11.05  No Waiver; Remedies Cumulative........................................................lvii
            11.06  Payments Pro Rata....................................................................lviii
            11.07  Calculations; Computations...........................................................lviii
            11.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.....................................lviii
            11.09  Counterparts...........................................................................lix
            11.10  Effectiveness..........................................................................lix
            11.11  Headings Descriptive....................................................................lx
            11.12  Amendment or Waiver.....................................................................lx
            11.13  Survival................................................................................lx
            11.14  Domicile of Loans.......................................................................lx
            11.15  Confidentiality........................................................................lxi
            11.16  WAIVER OF JURY TRIAL..................................................................lxii
            11.17  Register..............................................................................lxii
            11.18  Executive Stock Purchase Program......................................................lxii
            11.19  Unrestricted Subsidiaries............................................................lxiii
</TABLE>





                                    -lxxiv-
<PAGE>


ANNEX I           List of Banks and Commitments
ANNEX II          Bank Addresses
ANNEX III         Plans
ANNEX IV          Material Subsidiaries
ANNEX V           Capitalization
ANNEX VI          Indebtedness
ANNEX VII         Insurance Licenses
ANNEX VIII        Reinsurance
ANNEX IX          Liens

EXHIBIT A         Form of Notice of Borrowing
EXHIBIT B         Form of Note
EXHIBIT C         Form of Section 3.04 Certificate
EXHIBIT D         Form of Opinion of Joseph Haggerty, Esq.
EXHIBIT E-1       Form of Officer's Certificate
EXHIBIT E-2       Form of Secretary's Certificate
EXHIBIT F         Form of Assignment and Assumption Agreement