<PAGE>   1
                                  $500,000,000


                                CREDIT AGREEMENT


                                   dated as of


                                  April 1, 1999


                                      among


                              Aetna Services, Inc.,
                                   as Borrower

                                   Aetna Inc.,
                                  as Guarantor

                             The Banks Listed Herein

                                       and

                   Morgan Guaranty Trust Company of New York,
                             as Administrative Agent

                      J.P. Morgan Securities Inc., Arranger

           Deutsche Bank AG, New York Branch, Co-Administrative Agent

                 The Chase Manhattan Bank, Senior Managing Agent

                        Citibank, N.A., Syndication Agent
<PAGE>   2

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                                    ARTICLE I
                                   DEFINITIONS

SECTION  1.01  Definitions...............................................................         1
         1.02  Accounting Terms and Determinations.......................................        11
         1.03  Classifications of Borrowings.............................................        12

                                   ARTICLE II
                                   THE CREDITS

SECTION  2.01  Commitments to Lend.......................................................        12
         2.02  Notice of Committed Borrowings............................................        12
         2.03  Money Market Borrowings...................................................        13
         2.04  Notice to Banks; Funding of Loans.........................................        16
         2.05  Evidence of Debt..........................................................        17
         2.06  Maturity of Loans.........................................................        17
         2.07  Termination or Reduction of Commitments...................................        18
         2.08  Interest Rates............................................................        18
         2.09  Fees......................................................................        24
         2.10  Method of Electing Interest Rates.........................................        24
         2.11  Optional Prepayments......................................................        26
         2.12  General Provisions as to Payments.........................................        26
         2.13  Funding Losses............................................................        27
         2.14  Computation of Interest and Fees..........................................        27
         2.15  Regulation D Compensation.................................................        28

                                   ARTICLE III
                                   CONDITIONS

SECTION  3.01  Effectiveness.............................................................        28
         3.02  Borrowings................................................................        29

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                                                                                               Page
                                                                                               ----

SECTION  4.01  Corporate Existence and Power.............................................        30
         4.02  Corporate and Governmental Authorization; No Contravention................        30
         4.03  Binding Effect............................................................        30
         4.04  Financial Information.....................................................        30
         4.05  Litigation................................................................        31
         4.06  Compliance with ERISA.....................................................        31
         4.07  Principal Subsidiaries....................................................        31
         4.08  Compliance with Laws .....................................................        31
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         */ The Table of Contents is not part of this agreement.
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         4.09  Year 2000 Matters.........................................................        32


                                    ARTICLE V
                                    COVENANTS

SECTION  5.01  Information...............................................................        32
         5.02  Conduct of Business and Maintenance of Existence..........................        33
         5.03  Minimum Adjusted Consolidated Net Worth...................................        33
         5.04  Equal and Ratable Lien Protection.........................................        33
         5.05  Consolidations, Mergers and Sales of Assets...............................        34
         5.06  Use of Proceeds...........................................................        34
         5.07  Cross Default Provisions..................................................        34
         5.08  Compliance with Laws......................................................        34

                                   ARTICLE VI
                                    DEFAULTS

SECTION  6.01  Events of Default.........................................................        35
         6.02  Notice of Default.........................................................        36

                                   ARTICLE VII
                                    THE AGENT

SECTION  7.01  Appointment and Authorization.............................................        37
         7.02  Agent and Affiliates......................................................        37
         7.03  Action by Agent...........................................................        37
         7.04  Consultation with Experts.................................................        37
         7.05  Liability of Agent........................................................        37
         7.06  Indemnification...........................................................        38
         7.07  Credit Decision...........................................................        38
         7.08  Successor Agent...........................................................        38
         7.09  Agent's Fees..............................................................        38


                                  ARTICLE VIII
                             CHANGE IN CIRCUMSTANCES

SECTION  8.01  Basis for Determining Interest Rate Inadequate or Unfair..................        38
         8.02  Illegality................................................................        39
         8.03  Increased Cost and Reduced Return.........................................        40
         8.04  Taxes.....................................................................        41
         8.05  Base Rate Loans Substituted for Affected Euro-Dollar Loans................        43
         8.06  Substitution of Bank......................................................        44
         8.07  Election to Terminate.....................................................        44

Article IX     Guaranty..................................................................        44
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                                      -2-
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                                    ARTICLE X
                                  MISCELLANEOUS

SECTION  10.01  Notices..................................................................        46
         10.02  No Waivers...............................................................        46
         10.03  Expenses; Indemnification................................................        47
         10.04  Amendments and Waivers...................................................        47
         10.05  Successors and Assigns...................................................        47
         10.06  New York Law.............................................................        49
         10.07  Counterparts; Integration................................................        49
         10.08  WAIVER OF JURY TRIAL.....................................................        49
</TABLE>



Exhibit A    -    Form of Note

Exhibit B    -    Form of Money Market Quote Request

Exhibit C    -    Form of Invitation for Money Market Quotes

Exhibit D    -    Form of Money Market Quote

Exhibit E-1  -    Opinion of William C. Baskin III, Esq.

Exhibit E-2  -    Opinion of Davis Polk & Wardwell

Exhibit F    -    Opinion of Cravath, Swaine & Moore


                                      -3-
<PAGE>   5
                                CREDIT AGREEMENT

         AGREEMENT dated as of April 1, 1999 among AETNA SERVICES, INC., AETNA
INC., the BANKS listed on the signature pages hereof, and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Administrative Agent.

         The parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.01. Definitions. The following terms, as used herein, have
the following meanings:

         "Absolute Rate Auction" means a solicitation of Money Market Quotes
setting forth Money Market Absolute Rates pursuant to Section 2.03.

         "Adjusted CD Rate" has the meaning set forth in Section 2.08(b).

         "Adjusted Consolidated Net Worth" means at any date the total
shareholders' equity of the Guarantor and its Consolidated Subsidiaries
determined as of such date, adjusted to exclude net unrealized capital gains and
losses.

         "Administrative Questionnaire" means, with respect to each Bank, the
administrative questionnaire in the form submitted to such Bank by the Agent and
submitted to the Agent (with a copy to the Borrower) duly completed by such
Bank.

         "Affiliate" means any bank which (i) directly or indirectly, wholly
owns, is wholly owned by or shares common one hundred percent ownership with the
transferor Bank and (ii) is of credit rating better than or equal to that of the
transferor Bank on the Effective Date, as determined by Moody's and S&P.

         "Agent" means Morgan Guaranty Trust Company of New York in its capacity
as Administrative Agent for the Banks hereunder, and its successors in such
capacity.

         "Applicable Lending Office" means, with respect to any Bank, (i) in the
case of its Base Rate Loans and CD Loans, its Domestic Lending Office, (ii) in
the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in
the case of its Money Market Loans, its Money Market Lending Office.

         "Assessment Rate" has the meaning set forth in Section 2.08(b).

         "Assignee" has the meaning set forth in Section 10.05(c).
 
<PAGE>   6
                                                                               2


         "AUSHC" means Aetna U.S. Healthcare Inc., a Pennsylvania corporation,
and its successors.

         "Bank" means each bank listed on the signature pages hereof and its
successors and Assignees.

         "Base Rate" means, for any day, a rate per annum equal to the higher of
(i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal
Funds Rate for such day.

         "Base Rate Loan" means (i) a Committed Loan which bears interest at the
Base Rate pursuant to the applicable Notice of Committed Borrowing or a Notice
of Interest Rate Election or the provisions of Article VIII or (ii) an overdue
amount which was a Base Rate Loan immediately before it became overdue.

         "Borrower" means Aetna Services, Inc., a Connecticut corporation, and
its successors.

         "Borrowing" means a borrowing hereunder consisting of Loans made to the
Borrower at the same time by the Banks pursuant to Article II. A Borrowing is a
"Base Rate Borrowing" if such Loans are Base Rate Loans, a "CD Borrowing" if
such Loans are CD Loans, a "Euro-Dollar Borrowing" if such Loans are Euro-Dollar
Loans and a "Money Market Borrowing" if such Loans are Money Market Loans.

         "CD Base Rate" has the meaning set forth in Section 2.08(b).

         "CD Loan" means (i) a Committed Loan which bears interest at the Fixed
CD Rate pursuant to the applicable Notice of Committed Borrowing or a Notice of
Interest Rate Election or (ii) an overdue amount which was a CD Loan immediately
before it became overdue.

         "CD Margin" has the meaning set forth in Section 2.08(b).

         "Commitment" means, with respect to each Bank, the amount set forth
opposite the name of such Bank on the signature pages hereof, as such amount may
be reduced from time to time pursuant to Section 2.07, terminated pursuant to
Section 8.07 or changed pursuant to 10.05(c).

         "Committed Loan" means a loan made by a Bank pursuant to Section 2.01;
provided that, if any such loan or loans (or portions thereof) are combined or
subdivided pursuant to a Notice of Interest Rate Election, the term "Committed
Loan" shall refer to the combined principal amount resulting from such
combination or to each of the separate principal amounts resulting from such
subdivision, as the case may be.

         "Consolidated Subsidiary" means, at any date, any Subsidiary or other
entity the accounts of which would be consolidated with those of the Guarantor
in its consolidated
<PAGE>   7
                                                                               3


financial statements if such statements were prepared as of such date.

         "Continuing Director" means, at any time, a director who (i) was a
director of the Guarantor 24 months prior to such time of determination or (ii)
was nominated or elected as a director by vote of a majority of the persons who
were Continuing Directors at the time of such nomination or election.

         "Default" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

         "Domestic Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in New York City are authorized by law to
close.

         "Domestic Lending Office" means, as to each Bank, its office located at
its address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Agent; provided that any Bank may so designate
separate Domestic Lending Offices for its Base Rate Loans, on the one hand, and
its CD Loans, on the other hand, in which case all references herein to the
Domestic Lending Office of such Bank shall be deemed to refer to either or both
of such offices, as the context may require.

         "Domestic Loans" means CD Loans or Base Rate Loans or both.

         "Domestic Reserve Percentage" has the meaning set forth in Section
2.08(b).

         "Duff" means Duff & Phelps Inc.

         "Effective Date" means the date this Agreement becomes effective in
accordance with Section 3.01.

         "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
the environment, the effect of the environment on human health or to emissions,
discharges or releases of pollutants, contaminants, Hazardous Substances or
wastes into the environment including, without limitation, ambient air, surface
water, ground water, or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, Hazardous Substances or wastes or the
clean-up or other remediation thereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
<PAGE>   8
                                                                               4



         "ERISA Group" means all members of a controlled group of corporations
and all trades or businesses (whether or not incorporated) under common control
which, together with the Guarantor, are treated as a single employer under
Section 414 of the Internal Revenue Code.

         "Euro-Dollar Business Day" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.

         "Euro-Dollar Lending Office" means, as to each Bank, its office, branch
or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice
to the Borrower and the Agent.

         "Euro-Dollar Loan" means (i) a Committed Loan which bears interest at a
Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or a
Notice of Interest Rate Election or (ii) an overdue amount which was a
Euro-Dollar Loan immediately before it became overdue.

         "Euro-Dollar Margin" has the meaning set forth in Section 2.08(c).

         "Euro-Dollar Rate" means a rate of interest determined pursuant to
Section 2.08(c) on the basis of the London Interbank Offered Rate.

         "Euro-Dollar Reserve Percentage" means, for any day, that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor), for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of "Eurocurrency liabilities" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any Bank to United
States residents).

         "Event of Default" has the meaning set forth in Section 6.01.

         "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, provided that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such 
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic

<PAGE>   9
                                                                               5



Business Day, and (ii) if no such rate is so published on such next succeeding
Domestic Business Day, the Federal Funds Rate for such day shall be the average
rate quoted to Morgan Guaranty Trust Company of New York on such day on such
transactions as calculated by the Agent, such calculation to be supplied to the
Borrower upon the Borrower's request.

         "Fixed CD Rate" has the meaning set forth in Section 2.08(b).

         "Fixed Rate Borrowing" means a CD Borrowing, a Euro-Dollar Borrowing or
a Money Market Borrowing.

         "Fixed Rate Loans" means Euro-Dollar Loans, CD Loans or Money Market
Loans (excluding Money Market LIBOR Loans bearing interest at the Base Rate for
the reason stated in Section 8.01) or any combination of the foregoing.

         "Group of Loans" or "Group" means at any time a group of Loans
consisting of (i) all Committed Loans which are Base Rate Loans at such time,
(ii) all Committed Loans which are CD Loans having the same Interest Period at
such time or (iii) all Committed Loans which are Euro-Dollar Loans having the
same Interest Period at such time; provided that, if Committed Loans of any
particular Bank are converted to or made as Base Rate Loans pursuant to Article
VIII, such Loans shall be included in the same Group or Groups of Loans from
time to time as they would have been in if they had not been so converted or
made.

         "Guarantor" means Aetna Inc., a Connecticut corporation, and its
successors.

         "Guarantor's 1998 Form 10-K" means the Guarantor's annual report on
Form 10-K for 1998 as filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended.

         "Hazardous Substances" means any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives, by-products
and other hydrocarbons, or any substances having any constituent elements
displaying any of the foregoing characteristics.

         "Interest Period" means:

(1) with respect to each Base Rate Borrowing, the period commencing on the date
of such Borrowing and ending on the next succeeding Quarterly Date; provided
that any Interest Period which would otherwise end after the Termination Date
shall end on the Termination Date.

(2) with respect to each CD Borrowing, the period commencing on the date of such
Borrowing and ending 30, 60, 90 or 180 days thereafter, as the Borrower may
elect in the applicable Notice of
<PAGE>   10
                                                                               6


Borrowing or such longer period as mutually agreed to by the Borrower and all of
the Banks; provided that:

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day;

                  (b) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

(3) with respect to each Euro-Dollar Loan, a period commencing on the date of
Borrowing specified in the applicable Notice of Committed Borrowing or on the
date specified in the applicable Notice of Interest Rate Election and ending
one, two, three or six months thereafter, as the Borrower may elect in the
applicable Notice or such longer period as mutually agreed to by the Borrower
and all of the Banks; provided that:

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day;

                  (b) any Interest Period which begins on the last Euro-Dollar
         Business Day of a calendar month (or on a day for which there is no
         numerically corresponding day in the calendar month at the end of such
         Interest Period) shall, subject to clause (c) below, end on the last
         Euro-Dollar Business Day of a calendar month; and

                  (c) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

(4) with respect to each LIBOR Loan, the period commencing on the date of
Borrowing and ending such whole number of months thereafter, as the Borrower may
elect in accordance with Section 2.03; provided that:

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day;

                  (b) any Interest Period which begins on the last Euro-Dollar
         Business Day of a calendar month (or on a day for which there is no
         numerically corresponding day in the calendar month at the end of such
         Interest Period) shall, subject to clause (c) below, end on the last
         Euro-Dollar Business Day of a calendar month; and

                  (c) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.
<PAGE>   11
                                                                              7



(5) with respect to each Money Market Absolute Rate Loan, the period commencing
on the date of Borrowing and ending such number of days thereafter (but not less
than 7 days) as the Borrower may elect in accordance with Section 2.03; provided
that:

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day; and

                  (b) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

         "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

         "Invitation for Money Market Quotes" means an invitation from the Agent
to the Banks to submit Money Market Quotes pursuant to Section 2.03(c).

         "Level I Period" means any period during which any long-term Senior
Unsecured Debt of the Borrower has ratings that are better than or equal to at
least two of the following three ratings: (i) AA- by S&P and/or (ii) Aa3 by
Moody's and/or (iii) AA- by Duff; provided that if S&P or Moody's or Duff
changes its rating system after the date hereof, the new rating of such rating
agency that most closely corresponds to the level specified above for such
rating agency shall be substituted for such level.

         "Level II Period" means any period (other than a Level I Period) during
which any long-term Senior Unsecured Debt of the Borrower has ratings that are
better than or equal to at least two of the following three ratings: (i) A+ by
S&P and/or (ii) A1 by Moody's and/or (iii) A+ by Duff; provided that if S&P or
Moody's or Duff changes its rating system after the date hereof, the new rating
of such rating agency that most closely corresponds to the level specified above
for such rating agency shall be substituted for such level.

         "Level III Period" means any period (other than a Level I Period or a
Level II Period) during which any long-term Senior Unsecured Debt of the
Borrower has ratings which are better than or equal to at least two of the
following three ratings: (i) A by S&P and/or (ii) A2 by Moody's and/or (iii) A
by Duff; provided that if S&P or Moody's or Duff changes its rating system after
the date hereof, the new rating of such agency that most closely corresponds to
the level specified above for such rating agency shall be substituted for such
level.

         "Level IV Period" means any period (other than a Level I Period, Level
II Period or Level III Period) during which any long-term Senior Unsecured Debt
of the Borrower has ratings which are better than or equal to at least two of
the following three ratings: (i) A- by S&P and/or (ii) A3 by Moody's and/or
(iii) A- by Duff; provided that if S&P or Moody's or Duff changes its rating
system after the date hereof, the new rating of such

<PAGE>   12
                                                                               8


agency that most closely corresponds to the level specified above for such
rating agency shall be substituted for such level.

         "Level V Period" means any period (other than a Level I Period, Level
II Period, Level III Period or Level IV Period) during which any long-term
Senior Unsecured Debt of the Borrower has ratings which are better than or equal
to at least two of the following three ratings: (i) BBB+ by S&P and/or (ii) Baa1
by Moody's and/or (iii) BBB+ by Duff; provided that if S&P or Moody's or Duff
changes its rating system after the date hereof, the new rating of such agency
that most closely corresponds to the level specified above for such rating
agency shall be substituted for such level.

         "Level VI Period" means any period (other than a Level I Period, Level
II Period, Level III Period, Level IV Period or Level V Period) during which any
long-term Senior Unsecured Debt of the Borrower has ratings which are better
than or equal to at least two of the following three ratings: (i) BBB by S&P
and/or (ii) Baa2 by Moody's and/or (iii) BBB by Duff; provided that if S&P or
Moody's or Duff changes its rating system after the date hereof, the new rating
of such agency that most closely corresponds to the level specified above for
such rating agency shall be substituted for such level.

         "Level VII Period" means any period (other than a Level I Period, Level
II Period, Level III Period, Level IV Period, Level V Period or Level VI Period)
during which any long-term Senior Unsecured Debt of the Borrower has ratings
which are better than or equal to at least two of the following three ratings:
(i) BBB-by S&P and/or (ii) Baa3 by Moody's and/or (iii) BBB- by Duff; provided
that if S&P or Moody's or Duff changes its rating system after the date hereof,
the new rating of such agency that most closely corresponds to the level
specified above for such rating agency shall be substituted for such level.

         "Level VIII Period" means any period other than a Level I Period, Level
II Period, Level III Period, Level IV Period, Level V Period, Level VI Period or
Level VII Period.

         "LIBOR Auction" means a solicitation of Money Market Quotes setting
forth Money Market Margins based on the London Interbank Offered Rate pursuant
to Section 2.03.

         "Loan" means a Base Rate Loan, a Euro-Dollar Loan, a CD Loan or a Money
Market Loan and "Loans" means any combination of the foregoing.

         "London Interbank Offered Rate" has the meaning set forth in Section
2.08(c).

         "Money Market Absolute Rate" has the meaning set forth in Section
2.03(d).

         "Money Market Absolute Rate Loan" means a loan made or to be made by a
Bank pursuant to an Absolute Rate Auction.
<PAGE>   13
                                                                               9



         "Money Market Lending Office" means, as to each Bank, its Domestic
Lending Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Money Market Lending Office by notice to the Borrower
and the Agent; provided that any Bank may from time to time by notice to the
Borrower and the Agent designate separate Money Market Lending Offices for its
Money Market LIBOR Loans, on the one hand, and its Money Market Absolute Rate
Loans, on the other hand, in which case all references herein to the Money
Market Lending Office of such Bank shall be deemed to refer to either or both of
such offices, as the context may require.

         "Money Market LIBOR Loan" means a loan made or to be made by a Bank
pursuant to a LIBOR Auction (including such a loan bearing interest at the Base
Rate for the reason stated in Section 8.01).

         "Money Market Loan" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.

         "Money Market Margin" has the meaning set forth in Section 2.03(d).

         "Money Market Quote" means an offer by a Bank to make a Money Market
Loan in accordance with Section 2.03.

         "Money Market Quote Request" means a request by the Borrower to the
Banks to make Money Market Loans in accordance with Section 2.03(b).

         "Moody's" means Moody's Investors Service, Inc.

         "Non-Recourse Indebtedness" means indebtedness for borrowed money as to
which the liability of the Borrower, the Guarantor or the Principal
Subsidiaries, as the case may be, is limited solely to specific assets.

         "Notes" means promissory notes of the Borrower, substantially in the
form of Exhibit A hereto, evidencing the obligation of the Borrower to repay the
Loans, and "Note" means any one of such promissory notes issued hereunder.

         "Notice of Borrowing" means a Notice of Committed Borrowing (as defined
in Section 2.02) or a Notice of Money Market Borrowing (as defined in Section
2.03(f)).

         "Notice of Interest Rate Election" has the meaning set forth in Section
2.10.

         "Obligations" has the meaning set forth in Article IX.

         "Other Taxes" has the meaning set forth in Section 8.04(a).

         "Participant" has the meaning set forth in Section 10.05(d).
<PAGE>   14
                                                                              10


         "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

         "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

         "Plan" means at any time an employee pension benefit plan which is
covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Internal Revenue Code and is either (i) maintained by a
member of the ERISA Group for employees of a member of the ERISA Group or (ii)
maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
a member of the ERISA Group is then making or accruing an obligation to make
contributions or has within the preceding five plan years made contributions.

         "Prime Rate" means the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York in New York City from time to time as its
Prime Rate.

         "Principal Subsidiary" means (i) Aetna Life Insurance Company, (ii)
Aetna Life Insurance and Annuity Company, (iii) AUSHC, or (iv) any other
Subsidiary of the Guarantor, including Subsidiaries of Subsidiaries of the
Guarantor, which shall succeed by merger or otherwise to a major part of the
business of one or more of the Principal Subsidiaries identified in clause (i),
(ii) or (iii) of this definition. For the purposes of this definition the
decision as to whether a Subsidiary shall have succeeded to a major part of the
business of one or more Principal Subsidiaries shall be made in good faith by
the Guarantor's Board of Directors by the adoption of a resolution so stating.

         "Quarterly Date" means the last Domestic Business Day of each March,
June, September and December.

         "Reference Banks" means The Chase Manhattan Bank, Citibank, N.A.,
Deutsche Bank AG, New York Branch, and Morgan Guaranty Trust Company of New
York, and "Reference Bank" means any one of such Reference Banks.

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

         "Required Banks" means at any time Banks having at least 66 2/3% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding at least 66 2/3% of the aggregate unpaid principal amount of
the Loans.

         "Required Capital" has the meaning set forth in Section 8.03(b).
<PAGE>   15
                                                                              11


         "Responsible Financial Officer" means chief financial officer,
treasurer, chief accounting officer or senior corporate finance officer.

         "Revolving Credit Period" means the period from the date hereof to and
including the Termination Date.

         "S&P" means Standard & Poor's, a division of The McGraw Hill Companies.

         "Senior Unsecured Debt" means indebtedness for borrowed money that is
not subordinated to any other indebtedness for borrowed money and is not secured
or supported by a guarantee (other than a guarantee by the Guarantor), letter of
credit or other form of credit enhancement.

         "Subsidiary" means any corporation or other entity of which securities
or other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the
time directly or indirectly owned by the Guarantor.

         "Taxes" has the meaning set forth in Section 8.04(a).

         "Termination Date" means March 28, 2000, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

         "Trigger Event" has the meaning set forth in Section 8.03(c).

         "Utilization Percentage" means, with respect to any calendar quarter, a
fraction, expressed as a percentage, of which (i) the numerator is the daily
average aggregate principal amount of Loans outstanding during such calendar
quarter and (ii) the denominator is the daily average aggregate amount of
Commitments in effect during such calendar quarter; provided that if it is
necessary to determine the Utilization Percentage with respect to a portion of a
calendar quarter then the Utilization Percentage shall be determined based upon
the daily average aggregate principal amount of (x) the Loans outstanding and
(y) the Commitments in effect during the elapsed portion of such calendar
quarter.

         SECTION 1.02. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with United
States generally accepted accounting principles as in effect from time to time,
applied on a basis consistent (except for changes concurred in by the
Guarantor's independent public accountants) with the most recent audited
consolidated financial statements of the Guarantor and its Consolidated
Subsidiaries delivered to the Banks.
<PAGE>   16
                                                                              12


         SECTION 1.03. Classifications of Borrowings. Borrowings are classified
for purposes of this Agreement either by reference to the pricing of Loans
comprising such Borrowing (e.g., a "Euro-Dollar Borrowing" is a Borrowing
comprised of Euro-Dollar Loans) or by reference to the provisions of Article II
under which participation therein is determined (i.e., a "Committed Borrowing"
is a Borrowing under Section 2.01 in which all Banks participate in proportion
to their Commitments, while a "Money Market Borrowing" is a Borrowing under
Section 2.03 in which the Bank participants are determined on the basis of their
bids).


                                   ARTICLE II

                                   THE CREDITS

         SECTION 2.01. Commitments to Lend. On the terms and conditions set
forth in this Agreement, each Bank severally agrees to lend to the Borrower,
from time to time during the Revolving Credit Period, amounts not to exceed in
the aggregate at any one time outstanding the amount of such Bank's Commitment.
Each Borrowing under this Section 2.01 shall be in an aggregate principal amount
of $25,000,000 or any larger multiple of $1,000,000 (except that any such
Borrowing may be in the aggregate amount of the unused Commitments) and shall be
made from the several Banks ratably in proportion to their respective
Commitments. Within the foregoing limits, the Borrower may borrow under this
Section, repay, or to the extent permitted by Section 2.11, prepay Loans and
reborrow at any time during the Revolving Credit Period under this Section.
Failure by any Bank to make Loans as required under the terms of this Agreement
will not relieve any other Bank of its obligations hereunder.

         SECTION 2.02. Notice of Committed Borrowings. The Borrower shall give
the Agent notice (a "Notice of Committed Borrowing") not later than 10:30 A.M.
(New York City time) on (x) the date of each Base Rate Borrowing, (y) the second
Domestic Business Day before each CD Borrowing and (z) the third Euro-Dollar
Business Day before each Euro-Dollar Borrowing, specifying:

                  (a) the date of such Borrowing, which shall be a Domestic
         Business Day in the case of a Base Rate Borrowing or a CD Borrowing and
         a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing,

                  (b) the aggregate amount of such Borrowing,

                  (c) whether the Loans comprising such Borrowing are to be CD
         Loans, Base Rate Loans or Euro-Dollar Loans, and

                  (d) in the case of a CD Borrowing or Euro-Dollar Borrowing,
         the duration of the initial Interest Period applicable thereto, subject
         to the provisions of the definition of Interest Period.
<PAGE>   17
                                                                              13


         SECTION 2.03. Money Market Borrowings.

         (a) The Money Market Option. In addition to Committed Loans pursuant to
Section 2.01, the Borrower may, as set forth in this Section, request the Banks
from time to time during the Revolving Credit Period to make offers to make
Money Market Loans to the Borrower. The Banks may, but shall have no obligation
to, make such offers and the Borrower may, but shall have no obligation to,
accept any such offers in the manner set forth in this Section.

         (b) Money Market Quote Request. When the Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Agent by telex or facsimile transmission a Money Market Quote Request
substantially in the form of Exhibit B hereto so as to be received no later than
10:00 A.M. (New York City time) on (x) the fourth Euro-Dollar Business Day prior
to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y)
the Domestic Business Day next preceding the date of Borrowing proposed therein,
in the case of an Absolute Rate Auction (or, in either case, such other time or
date as the Borrower and the Agent shall have mutually agreed upon and shall
have notified to the Banks not later than the date of the Money Market Quote
Request for the first LIBOR Auction or Absolute Rate Auction for which such
change is to be effective) specifying:

                  (i) the proposed date of Borrowing, which shall be a
         Euro-Dollar Business Day in the case of a LIBOR Auction or a Domestic
         Business Day in the case of an Absolute Rate Auction,

                  (ii) the aggregate amount of such Borrowing, which shall be
         $25,000,000 or a larger multiple of $1,000,000,

                  (iii) the duration of the Interest Period applicable thereto,
         subject to the provisions of the definition of Interest Period, and

                  (iv) whether the Money Market Quotes requested are to set
         forth a Money Market Margin or a Money Market Absolute Rate.

The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. No Money Market Quote
Request shall be given within five Euro-Dollar Business Days (or following
notice to each of the Banks, such other number of days as the Borrower and the
Agent may agree upon) of any other Money Market Quote Request.

         (c) Invitation for Money Market Quotes. Promptly upon receipt of a
Money Market Quote Request, the Agent shall send to the Banks by telex or
facsimile transmission an Invitation for Money Market Quotes substantially in
the form of Exhibit C hereto, which shall constitute an invitation by the
Borrower to each Bank to submit Money Market Quotes offering to make the Money
Market
<PAGE>   18
                                                                              14


Loans to which such Money Market Quote Request relates in accordance with this
Section.

         (d) Submission and Contents of Money Market Quotes. (i) Each Bank may
submit a Money Market Quote containing an offer or offers to make Money Market
Loans in response to any Invitation for Money Market Quotes. Each Money Market
Quote must comply with the requirements of this subsection (d) and must be
submitted to the Agent by telex or facsimile transmission at its offices
specified in or pursuant to Section 10.01 not later than (x) 9:30 A.M. (New York
City time) on the third Euro-Dollar Business Day prior to the proposed date of
Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time)
on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or,
in either case, such other time or date as the Borrower and the Agent shall have
mutually agreed and shall have notified to the Banks not later than the date of
the Money Market Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective); provided that Money Market
Quotes submitted by the Agent (or any affiliate of the Agent) in the capacity of
a Bank may be submitted, and may only be submitted, if the Agent or such
affiliate notifies the Borrower of the terms of the offer or offers contained
therein not later than (x) 9:15 A.M. (New York City time) on the third
Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of
a LIBOR Auction or (y) 9:15 A.M. (New York City time) on the proposed date of
Borrowing, in the case of an Absolute Rate Auction. Subject to Articles III and
VI, any Money Market Quote so made shall be irrevocable except with the written
consent of the Agent given on the instructions of the Borrower.

                  (ii) Each Money Market Quote shall be in substantially the
form of Exhibit D hereto and shall in any case specify:

                  (A) the proposed date of Borrowing,

                  (B) the principal amount of the Money Market Loan for which
         each such offer is being made, which principal amount (x) may be
         greater than or less than the Commitment of the quoting Bank, (y) must
         be $25,000,000 or a larger multiple of $1,000,000 and (z) may not
         exceed the principal amount of Money Market Loans for which offers were
         requested,

                  (C) in the case of a LIBOR Auction, the margin above or below
         the applicable London Interbank Offered Rate (the "Money Market
         Margin") offered for each such Money Market Loan, expressed as a
         percentage (rounded to the nearest 1/10,000th of 1%) to be added to or
         subtracted from such base rate,

                  (D) in the case of an Absolute Rate Auction, the rate of
         interest per annum (rounded to the nearest 1/10,000th of 1%) (the
         "Money Market Absolute Rate") offered for each such Money Market Loan,
         and

                  (E) the identity of the quoting Bank.

<PAGE>   19
                                                                              15


A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

                  (iii) Any Money Market Quote shall be disregarded if it:

                  (A) is not substantially in conformity with Exhibit D hereto
         or does not specify all of the information required by subsection
         (d)(ii);

                  (B) contains qualifying, conditional or similar language;

                  (C) proposes terms other than or in addition to those set
         forth in the applicable Invitation for Money Market Quotes; or

                  (D) arrives after the time set forth in subsection (d)(i).

         (e) Notice to Borrower. The Agent shall promptly notify the Borrower of
the terms (x) of any Money Market Quote submitted by a Bank that is in
accordance with subsection (d) and (y) of any Money Market Quote that amends,
modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request. Any
such subsequent Money Market Quote shall be disregarded by the Agent unless such
subsequent Money Market Quote is submitted solely to correct a manifest error in
such former Money Market Quote. The Agent's notice to the Borrower shall specify
(A) the aggregate principal amount of Money Market Loans for which offers have
been received for each Interest Period specified in the related Money Market
Quote Request, (B) the respective principal amounts and Money Market Margins or
Money Market Absolute Rates, as the case may be, so offered (including the names
of the Banks) and (C) if applicable, limitations on the aggregate principal
amount of Money Market Loans for which offers in any single Money Market Quote
for any Interest Period may be accepted.

         (f) Acceptance and Notice by Borrower. Not later than 10:30 A.M. (New
York City time) on (x) the third Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Borrower and the Agent shall have mutually agreed upon
and shall have notified to the Banks not later than the date of the Money Market
Quote Request for the first LIBOR Auction or Absolute Rate Auction for which
such change is to be effective), the Borrower shall notify the Agent of its
acceptance or non-acceptance of the offers so notified to it pursuant to
subsection (e). In the case of acceptance, such notice (a "Notice of Money
Market Borrowing") shall specify the aggregate principal amount of offers for
each Interest Period that are accepted. The
<PAGE>   20
                                                                              16



Borrower may accept any Money Market Quote for any Interest Period in whole or
in part; provided that:

                  (i) the aggregate principal amount of each Money Market
         Borrowing may not exceed the applicable amount set forth in the related
         Money Market Quote Request,

                  (ii) the principal amount of each Money Market Borrowing must
         be $25,000,000 or a larger multiple of $1,000,000,

                  (iii) acceptance of offers may only be made on the basis of
         ascending Money Market Margins or Money Market Absolute Rates, as the
         case may be, and

                  (iv) the Borrower may not accept any offer that is described
         in subsection (d)(iii) or that otherwise fails to comply with the
         requirements of this Agreement.

         (g) Allocation by Agent. If offers are made by two or more Banks with
the same Money Market Margins or Money Market Absolute Rates, as the case may
be, for a greater aggregate principal amount than the amount in respect of which
such offers are accepted for the related Interest Period, the principal amount
of Money Market Loans in respect of which such offers are accepted shall be
allocated by the Agent among such Banks as nearly as possible (in multiples of
such number, not greater than $1,000,000 as the Agent may deem appropriate) in
proportion to the aggregate principal amounts of such offers. Determinations by
the Agent of the pro rata amounts of Money Market Loans shall be conclusive in
the absence of manifest error.

         SECTION 2.04. Notice to Banks; Funding of Loans. (a) Upon receipt of a
Notice of Borrowing, the Agent shall promptly notify each Bank of the contents
thereof and of such Bank's share (if any) of such Borrowing and such Notice of
Borrowing shall not thereafter be revocable by the Borrower.

         (b) Not later than 12:00 Noon (New York City time) on the date of each
Borrowing, each Bank participating therein shall make available its share of
such Borrowing, in Federal or other funds immediately available in New York
City, to the Agent at its address specified in or pursuant to Section 10.01.
Unless the Agent determines that any applicable condition specified in Article
III has not been satisfied, the Agent will make the funds so received from the
Banks available to the Borrower at the Agent's aforesaid address.

         (c) Unless the Agent shall have received notice from a Bank prior to
the date of any Borrowing that such Bank will not make available to the Agent
such Bank's share of such Borrowing, the Agent may assume that such Bank has
made such share available to the Agent on the date of such Borrowing in
accordance with subsection (b) of this Section 2.04 and the Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall

<PAGE>   21
                                                                              17


not have so made such share available to the Agent, such Bank and the Borrower
severally agree to repay to the Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such amount is
made available to the Borrower until the date such amount is repaid to the
Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher
of the Federal Funds Rate and the interest rate applicable thereto pursuant to
Section 2.08 and (ii) in the case of such Bank, the Federal Funds Rate. If such
Bank shall repay to the Agent such corresponding amount, such amount so repaid
shall constitute such Bank's Loan included in such Borrowing for purposes of
this Agreement.

         SECTION 2.05. Evidence of Debt. (a) Each Bank shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Bank resulting from each Loan made by such
Bank, including the amounts of principal and interest payable and paid to such
Bank from time to time hereunder.

         (b) The Agent shall maintain accounts in which it shall record (i) the
Commitment of each Bank and the amount of each Loan made hereunder by such Bank,
(ii) the amount of any principal or interest due and payable or to become due
and payable from the Borrower to each Bank hereunder and (iii) the amount of any
sum received by the Agent hereunder for the accounts of the Banks and each
Bank's share thereof.

         (c) The entries made in the accounts maintained pursuant to paragraph
(b) of this Section shall be evidence of the existence and amounts of the
obligations recorded therein and shall be presumptively correct absent
demonstrable error; provided that the failure of the Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of
the Borrower to repay the Loans in accordance with the terms of this Agreement.

         (d) Any Bank may request in writing that Loans made by it be evidenced
by a Note. In such event, the Borrower shall prepare, execute and deliver to
such Bank a Note payable to the order of such Bank in the form of Exhibit A.
Thereafter, the Loans evidenced by such Note and interest thereon shall at all
times (including after assignment pursuant to Section 10.05) be represented by
one or more Notes in such form payable to the order of the payee named therein.

         (e) Each Bank agrees that it will cancel and return to the Borrower all
Notes then held by it upon the earlier of (i) the Termination Date provided no
Default shall have then occurred and be continuing or (ii) the date such Bank's
Commitment has been terminated and there are no Loans outstanding to or accrued
interest owing to such Bank.

         SECTION 2.06. Maturity of Loans. (a) The Committed Loans of each Bank
shall mature, and the principal amount thereof shall be due and payable, 
together with accrued interest thereon, on the Termination Date.

<PAGE>   22
                                                                              18


         (b) Each Money Market Loan shall mature, and the principal amount
thereof shall be due and payable, together with accrued interest thereon, on the
last day of the Interest Period applicable to such Money Market Loan.

         SECTION 2.07. Termination or Reduction of Commitments. (a) The
Commitments of each Bank shall terminate at the end of the Revolving Credit
Period.

         (b) During the Revolving Credit Period the Borrower may, upon at least
three Domestic Business Days' notice to the Agent, terminate the Commitments at
any time, if no Loans are outstanding at such time.

         (c) During the Revolving Credit Period the Borrower may, upon at least
three Domestic Business Days' notice to the Agent, ratably reduce the
Commitments from time to time by an aggregate amount of $25,000,000 or any
larger multiple of $1,000,000, but only to the extent that the aggregate amount
of the Commitments exceeds the aggregate outstanding principal amount of the
Loans.

         SECTION 2.08. Interest Rates. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the date
such Loan is made until it becomes due, at a rate per annum equal to the Base
Rate for such day. Such interest shall be payable for each Interest Period on
the earlier of (i) the last day of the Interest Period applicable thereto or
(ii) the Termination Date. Any overdue principal of and, to the extent permitted
by law, overdue interest on any Base Rate Loan shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to the sum of 1% plus
the Base Rate for such day.

         (b) Each CD Loan shall bear interest on the outstanding principal
amount thereof, for each Interest Period applicable thereto, at a rate per annum
equal to the applicable Fixed CD Rate. Such interest shall be payable for each
Interest Period on the earlier of (i) the last day of the Interest Period
applicable thereto, (ii) 90 days after the initial date thereof and, if such
Interest Period is longer than 90 days, at intervals of 90 days thereafter or
(iii) the Termination Date. Any overdue principal of and, to the extent
permitted by law, overdue interest on any CD Loan shall bear interest, payable
on demand, for each day until paid at a rate per annum equal to the sum of 1%
plus the higher of (i) the Fixed CD Rate applicable to such Loan and (ii) the
rate applicable to Base Rate Loans for such day.

         The "Fixed CD Rate" applicable to any CD Loan for any Interest Period
means a rate per annum equal to the sum of the CD Margin plus the applicable
Adjusted CD Rate.

         "CD Margin" applicable to any CD Loan outstanding on any day means:

                  (i) if such day falls within a Level I Period, then (A) .260%,
         if such day falls within any calendar quarter with
<PAGE>   23
                                                                              19


         respect to which the Utilization Percentage is less than or equal to
         25%, (B) .360%, if such day falls within any calendar quarter with
         respect to which the Utilization Percentage is greater than 25% and
         less than or equal to 50% and (C) .460%, if such day falls within any
         calendar quarter with respect to which the Utilization Percentage is
         greater than 50%;

                  (ii) if such day falls within a Level II Period, then (A)
         .305%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is less than or equal to 25%, (B)
         .405%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is greater than 25% and less than or
         equal to 50% and (C) .505%, if such day falls within any calendar
         quarter with respect to which the Utilization Percentage is greater
         than 50%;

                  (iii) if such day falls within a Level III Period, then (A)
         .345%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is less than or equal to 25%, (B)
         .445%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is greater than 25% and less than or
         equal to 50% and (C) .545%, if such day falls within any calendar
         quarter with respect to which the Utilization Percentage is greater
         than 50%;

                  (iv) if such day falls within a Level IV Period, then (A)
         .385%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is less than or equal to 25%, (B)
         .485%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is greater than 25% and less than or
         equal to 50% and (C) .585%, if such day falls within any calendar
         quarter with respect to which the Utilization Percentage is greater
         than 50%;

                  (v) if such day falls within a Level V Period, then (A) .425%,
         if such day falls within any calendar quarter with respect to which the
         Utilization Percentage is less than or equal to 25%, (B) .525%, if such
         day falls within any calendar quarter with respect to which the
         Utilization Percentage is greater than 25% and less than or equal to
         50% and (C) .625%, if such day falls within any calendar quarter with
         respect to which the Utilization Percentage is greater than 50%;

                  (vi) if such day falls within a Level VI Period, then (A)
         .500%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is less than or equal to 25%, (B)
         .625%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is greater than 25% and less than or
         equal to 50% and (C) .750%, if such day falls within any calendar
         quarter with respect to which the Utilization Percentage is greater
         than 50%;
<PAGE>   24
                                                                              20


                  (vii) if such day falls within a Level VII Period, then (A)
         .725%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is less than or equal to 25%, (B)
         .975%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is greater than 25% and less than or
         equal to 50% and (C) 1.225%, if such day falls within any calendar
         quarter with respect to which the Utilization Percentage is greater
         than 50%; and

                  (viii) if such day falls within a Level VIII Period, then (A)
         1.375%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is less than or equal to 25%, (B)
         1.375%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is greater than 25% and less than or
         equal to 50% and (C) 1.375%, if such day falls within any calendar
         quarter with respect to which the Utilization Percentage is greater
         than 50%.

         The "Adjusted CD Rate" applicable to any Interest Period means a rate
per annum determined pursuant to the following formula:

                            [ CDBR       ]*
                  ACDR   =  [ ---------- ]  + AR
                            [ 1.00 - DRP ]

                  ACDR   =  Adjusted CD Rate
                  CDBR   =  CD Base Rate
                   DRP   =  Domestic Reserve Percentage
                    AR   =  Assessment Rate

* The amount in brackets being rounded upwards, if necessary, to the next higher
1/100 of 1%.

         The "CD Base Rate" applicable to any Interest Period is the rate of
interest determined by the Agent to be the arithmetic average (rounded upward,
if necessary, to the next higher 1/100 of 1%) of the prevailing rates per annum
bid at 10:00 A.M. (New York City time) (or as soon thereafter as practicable) on
the first day of such Interest Period by two or more New York certificate of
deposit dealers of recognized standing for the purchase at face value from each
Reference Bank of its certificates of deposit in an amount comparable to the
unpaid principal amount of the CD Loan of such Reference Bank to which such
Interest Period applies and having a maturity comparable to such Interest
Period.

         "Domestic Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including without limitation any
basic, supplemental or emergency reserves) for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of new non-personal time deposits in dollars in New York City having a
maturity comparable to the

<PAGE>   25
                                                                              21


related Interest Period and in an amount of $100,000 or more. The Fixed CD Rate
shall be adjusted automatically on and as of the effective date of any change in
the Domestic Reserve Percentage.

         "Assessment Rate" means for any Interest Period the net annual
assessment rate (rounded upwards, if necessary, to the next higher 1/100 of 1%)
actually incurred by Morgan Guaranty Trust Company of New York to the Federal
Deposit Insurance Corporation (or any successor) for such Corporation's (or such
successor's) insuring time deposits at offices of Morgan Guaranty Trust Company
of New York in the United States during the most recent period for which such
rate has been determined prior to the commencement of such Interest Period.

         (c) Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each Interest Period applicable thereto, at a rate
per annum equal to the sum of the Euro-Dollar Margin plus the applicable London
Interbank Offered Rate. Such interest shall be payable for each Interest Period
on the earlier of (i) the last day thereof, (ii) three months after the initial
date thereof and, if such Interest Period is longer than three months, at
intervals of three months thereafter or (iii) the Termination Date.

         "Euro-Dollar Margin" applicable to any Euro-Dollar Loan outstanding on
any day means:

                  (i) if such day falls within a Level I Period, then (A) .135%,
         if such day falls within any calendar quarter with respect to which the
         Utilization Percentage is less than or equal to 25%, (B) .235%, if such
         day falls within any calendar quarter with respect to which the
         Utilization Percentage is greater than 25% and less than or equal to
         50% and (C) .335%, if such day falls within any calendar quarter with
         respect to which the Utilization Percentage is greater than 50%;

                  (ii) if such day falls within a Level II Period, then (A)
         .180%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is less than or equal to 25%, (B)
         .280%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is greater than 25% and less than or
         equal to 50% and (C) .380%, if such day falls within any calendar
         quarter with respect to which the Utilization Percentage is greater
         than 50%;

                  (iii) if such day falls within a Level III Period, then (A)
         .220%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is less than or equal to 25%, (B)
         .320%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is greater than 25% and less than or
         equal to 50% and (C) .420%, if such day falls within any calendar
         quarter with respect to which the Utilization Percentage is greater
         than 50%;
<PAGE>   26
                                                                              22


                  (iv) if such day falls within a Level IV Period, then (A)
         .260%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is less than or equal to 25%, (B)
         .360%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is greater than 25% and less than or
         equal to 50% and (C) .460%, if such day falls within any calendar
         quarter with respect to which the Utilization Percentage is greater
         than 50%;

                  (v) if such day falls within a Level V Period, then (A) .300%,
         if such day falls within any calendar quarter with respect to which the
         Utilization Percentage is less than or equal to 25%, (B) .400%, if such
         day falls within any calendar quarter with respect to which the
         Utilization Percentage is greater than 25% and less than or equal to
         50% and (C) .500%, if such day falls within any calendar quarter with
         respect to which the Utilization Percentage is greater than 50%;

                  (vi) if such day falls within a Level VI Period, then (A)
         .375%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is less than or equal to 25%, (B)
         .500%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is greater than 25% and less than or
         equal to 50% and (C) .625%, if such day falls within any calendar
         quarter with respect to which the Utilization Percentage is greater
         than 50%;

                  (vii) if such day falls within a Level VII Period, then (A)
         .600%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is less than or equal to 25%, (B)
         .850%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is greater than 25% and less than or
         equal to 50% and (C) 1.100%, if such day falls within any calendar
         quarter with respect to which the Utilization Percentage is greater
         than 50%; and

                  (viii) if such day falls within a Level VIII Period, then (A)
         1.250%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is less than or equal to 25%, (B)
         1.250%, if such day falls within any calendar quarter with respect to
         which the Utilization Percentage is greater than 25% and less than or
         equal to 50% and (C) 1.250%, if such day falls within any calendar
         quarter with respect to which the Utilization Percentage is greater
         than 50%.

         The "London Interbank Offered Rate" applicable to any Interest Period
means the rate per annum (rounded upwards, if necessary, to the nearest 1/32 of
1%) appearing on Dow Jones Markets page 3750 (or any successor page) as the
London interbank offered rate for deposits in U.S. dollars at 11:00 A.M. (London
time) two Euro-Dollar Business Days before the first day of such Interest Period
for a period equal to such Interest Period;
<PAGE>   27
                                                                              23


provided that, if for any reason such rate is not available, the term "London
Interbank Offered Rate" applicable to any Interest Period shall mean, the rate
per annum (rounded upwards, if necessary, to the nearest 1/32 of 1%) appearing
on Reuters Screen LIBO Page (or any successor page) as the London interbank
offered rate for deposits in U.S. dollars at approximately 11:00 A.M. (London
time) two Euro-Dollar Business Days before the first day of such Interest Period
for a period equal to such Interest Period, provided, however, if more than one
rate is specified on Reuters Screen LIBO Page (or any successor page), the
applicable rate shall be the arithmetic mean of all such rates.

         (d) Any overdue principal of and, to the extent permitted by law,
overdue interest on any Euro-Dollar Loan shall bear interest, payable on demand,
for each day from and including the date payment thereof was due to but
excluding the date of actual payment, at a rate per annum equal to the sum of 1%
plus the Euro-Dollar Margin plus the higher of (i) the London Interbank Offered
Rate applicable to such Loan and (ii) the average (rounded upward, if necessary,
to the next higher 1/100 of 1%) of the respective rates per annum at which one
day (or, if such amount due remains unpaid more than three Euro-Dollar Business
Days, then for such other period of time not longer than three months as the
Agent may select) deposits in dollars in an amount approximately equal to such
overdue payment due to the Agent are offered to the Agent in the London
interbank market for the applicable period determined as provided above (or, if
the circumstances described in Section 8.01 shall exist, at a rate per annum
equal to the sum of 1% plus the Base Rate for such day).

         (e) Subject to clause (y) of Section 8.01, each Money Market LIBOR Loan
shall bear interest on the outstanding principal amount thereof, for the
Interest Period applicable thereto, at a rate per annum equal to the sum of the
London Interbank Offered Rate for such Interest Period plus (or minus) the Money
Market Margin quoted by the Bank making such Loan in accordance with Section
2.03. Each Money Market Absolute Rate Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by
the Bank making such Loan in accordance with Section 2.03. Such interest shall
be payable for each Interest Period on the earlier of (i) the last day thereof,
(ii) three months after the initial date thereof and, if such Interest Period is
longer than three months, at intervals of three months thereafter or (iii) the
Termination Date. Any overdue principal of and, to the extent permitted by law,
overdue interest on any Money Market Loan shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to the sum of 1% plus
the Base Rate for such day.

         (f) The Agent shall determine each interest rate applicable to the
Loans hereunder. The Agent shall give prompt notice to the Borrower by telecopy
and the participating Banks by telex, cable or telecopy of each rate of interest
so determined, and its determination thereof shall be conclusive in the absence
of manifest error.

<PAGE>   28
                                                                              24


         (g) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Agent as contemplated by this Section. If any Reference Bank
does not furnish a timely quotation, the Agent shall determine the relevant
interest rate on the basis of the quotation or quotations furnished by the
remaining Reference Bank or Banks or, if none of such quotations is available on
a timely basis, the provisions of Section 8.01 shall apply.

         SECTION 2.09. Fees.

         (a) Facility Fee. The Borrower shall pay to the Agent for the account
of the Banks ratably in proportion to their Commitments, a facility fee at the
rate of (i) 0.065% per annum during each Level I Period, (ii) 0.070% per annum
during each Level II Period, (iii) 0.080% per annum during each Level III
Period, (iv) 0.090% per annum during each Level IV Period, (v) 0.100% per annum
during each Level V Period, (vi) 0.125% during each Level VI Period, (vii)
0.150% during each Level VII Period and (viii) 0.250% during each Level VIII
Period. Such facility fee shall accrue (i) from and including the date on which
the conditions set forth in Section 3.01(a) and (d) have been satisfied to but
excluding the last day of the Revolving Credit Period, in each case, on the
daily average aggregate amount of the Commitments (whether used or unused) and
(ii) if any Loans remain outstanding after the Revolving Credit Period, from and
including the last day of the Revolving Credit Period to but excluding the date
such Loans shall be repaid in full, on the daily average aggregate outstanding
principal amount of such Loans.

         (b) Payments. Except as otherwise indicated, accrued fees under this
Section shall be payable quarterly in arrears on (i) each Quarterly Date, (ii)
the Termination Date and (iii) if any Loans remain outstanding after the
Revolving Credit Period, the date such Loans shall be repaid in full.

         SECTION 2.10. Method of Electing Interest Rates. (a) The Loans included
in each Committed Borrowing shall bear interest initially at the type of rate
specified by the Borrower in the applicable Notice of Committed Borrowing.
Thereafter, the Borrower may from time to time elect to change or continue the
type of interest rate borne by each Group of Loans (subject in each case to the
provisions of Article VIII), as follows:

                  (i) if such Loans are Base Rate Loans, the Borrower may elect
         to convert such Loans to CD Loans as of any Domestic Business Day or
         Euro- Dollar Loans as of any Euro-Dollar Business Day;

                  (ii) if such Loans are CD Loans, the Borrower may (x) elect to
         convert such Loans to Base Rate Loans as of any Domestic Business Day,
         (y) elect to convert such Loans to Euro-Dollar Loans or to CD Loans
         with an Interest Period different from the then current Interest Period
         applicable to such Loans, as of any Euro-Dollar Business Day or 
         Domestic Business Day, respectively, or (z) elect to continue such 
         Loans as CD

<PAGE>   29
                                                                              25


         Loans for an additional Interest Period beginning on the last day of
         the then current Interest Period applicable to such Loans; and

                  (iii) if such Loans are Euro-Dollar Loans, the Borrower may
         (x) elect to convert such Loans to Base Rate Loans or CD Loans as of
         any Domestic Business Day, (y) elect to convert such Loans to CD Loans
         or Euro-Dollar Loans with an Interest Period different from the then
         current Interest Period applicable to such Loans, as of any Domestic
         Business Day or Euro-Dollar Business Day, respectively, or (z) elect to
         continue such Loans as Euro-Dollar Loans for an additional Interest
         Period beginning on the last day of the then current Interest Period
         applicable to such Loans;

provided that, if the Borrower elects to convert any CD Loans or Euro-Dollar
Loans, as the case may be, to Base Rate Loans or to CD Loans or Euro-Dollar
Loans, as the case may be, with a different Interest Period, as of any day other
than the last day of the then current Interest Period applicable to such Loans,
the Borrower shall reimburse each Bank in accordance with Section 2.13.

         Each such election shall be made by delivering a notice (a "Notice of
Interest Rate Election") to the Agent (i) at least one Domestic Business Day
before such notice is to be effective if the relevant Loans are to be converted
into Base Rate Loans, (ii) at least two Domestic Business Days before such
conversion or continuation is to be effective if such Loans are to be converted
into, or continued as, CD Rate Loans or (iii) at least three Euro-Dollar
Business Days before such conversion or continuation is to be effective if such
Loans are to be converted into, or continued as, Euro-Dollar Loans.

         A Notice of Interest Rate Election may, if it so specifies, apply to
only a portion of the aggregate principal amount of the relevant Group of Loans;
provided that (i) such portion is allocated ratably among the Loans comprising
such Group and (ii) the portion to which such Notice applies, and the remaining
portion to which it does not apply, are each $25,000,000 or any larger multiple
of $1,000,000.

                  (b)  Each Notice of Interest Rate Election shall specify:

                  (i) the Group of Loans (or portion thereof) to which such
         notice applies;

                  (ii) the date on which the conversion or continuation selected
         in such notice is to be effective, which shall comply with the
         applicable clause of subsection (a) above;

                  (iii) whether such Group of Loans (or portion thereof) is to
         be converted to Base Rate Loans, CD Loans or Euro-Dollar Loans or
         continued as CD Loans or 
<PAGE>   30
                                                                              26


         Euro-Dollar Loans for an additional Interest Period; and

                  (iv) if such Loans (or portions thereof) are to be converted
         to or continued as CD Loans or Euro-Dollar Loans, as the case may be,
         the duration of the Interest Period to be applicable thereto
         immediately after such conversion or continuation.

Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.

         (c) Upon receipt of a Notice of Interest Rate Election from the
Borrower pursuant to subsection (a) above, the Agent shall promptly notify each
Bank of the contents thereof and such notice shall not thereafter be revocable
by the Borrower. If the Borrower fails to deliver a timely Notice of Interest
Rate Election to the Agent for any Group of Fixed Rate Loans, such Loans shall
be converted into Base Rate Loans on the last day of the then current Interest
Period applicable thereto.

         SECTION 2.11. Optional Prepayments. (a) The Borrower may (i) upon at
least one Domestic Business Day's notice to the Agent, prepay the Base Rate
Loans (or any Money Market LIBOR Loans which bear interest at the Base Rate at
such time for the reason stated in Section 8.01), in whole or in part, on any
Domestic Business Day and (ii) upon at least two Euro-Dollar Business Days'
notice to the Agent, prepay any Fixed Rate Loan, in whole or in part, in amounts
aggregating $25,000,000 or any larger multiple of $1,000,000, by paying the
principal amount to be prepaid together with accrued interest thereon to the
date of prepayment; provided that Money Market Loans may not be prepaid other
than as contemplated by clause (i) above. Each such optional prepayment shall be
applied to prepay ratably the relevant Loans of the several Banks. Prepayment of
a Fixed Rate Loan on any day other than the last day of an Interest Period
applicable thereto shall be subject to Section 2.13.

         (b) Upon receipt of a notice of prepayment pursuant to this Section,
the Agent shall promptly notify each Bank of the contents thereof and of such
Bank's ratable share (if any) of such prepayment and such notice shall not
thereafter be revocable by the Borrower.

         SECTION 2.12. General Provisions as to Payments. (a) The Borrower shall
make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 12:00 Noon (New York City time) on the date when due,
in Federal or other funds immediately available in New York City, to the Agent
at its address referred to in its Administrative Questionnaire. The Agent will
promptly distribute to each Bank its ratable share of each such payment received
by the Agent for the account of the Banks. Whenever any payment of principal of,
or interest on, any Base Rate Loans, CD Loans or fees shall be due on a day
which is not a Domestic Business Day, the date for payment thereof shall be 
extended to the next succeeding Domestic

<PAGE>   31
                                                                              27


Business Day. Whenever any payment of principal of, or interest on, the
Euro-Dollar Loans and Money Market LIBOR Loans shall be due on a day which is
not a Euro-Dollar Business Day, the date for payment thereof shall be extended
to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business
Day falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Dollar Business Day. Whenever any payment of
principal of, or interest on, the Money Market Absolute Loans shall be due on a
day which is not a Euro-Dollar Business Day, the date for payment thereof shall
be extended to the next succeeding Euro-Dollar Business Day. If the date for any
payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.

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

         SECTION 2.13. Funding Losses. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is
converted to another Loan (pursuant to Section 2.10, Section 2.11, Article VI or
Article VIII) on any day other than the last day of an Interest Period
applicable thereto or the end of an applicable period fixed pursuant to Section
2.08(d), or if any Bank assigns any Fixed Rate Loan as required by Section 8.06
on any day other than the last day of an Interest Period applicable thereto, or
if the Borrower fails to borrow or prepay any Fixed Rate Loan after notice has
been given to any Bank in accordance with Section 2.04(a) or Section 2.11, the
Borrower shall reimburse each Bank within 15 days after demand for any resulting
loss or expense incurred by it (or by an existing or prospective Participant in
the related Loan), including (without limitation) any loss reasonably incurred
in obtaining, liquidating or employing deposits from third parties, but
excluding loss of margin for the period after such payment or conversion or
assignment or failure to borrow or prepay, provided that such Bank shall have
delivered to the Borrower a certificate as to the amount of such loss or expense
with an explanation of the calculation of such loss or expense, which
certificate shall be conclusive if made reasonably and in good faith.

         SECTION 2.14. Computation of Interest and Fees. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
facility fees hereunder shall be computed on the basis of a year of 360

<PAGE>   32
                                                                              28


days and paid for the actual number of days elapsed (including the first day but
excluding the last day).

         SECTION 2.15. Regulation D Compensation. For each day for which a Bank
is required to maintain reserves in respect of either (x) "Eurocurrency
Liabilities" (as defined in all regulations of the Board of Governors of the
Federal Reserve System) or (y) any other category of liabilities which includes
deposits by reference to which the interest rate in Euro-Dollar Loans is
determined or any category of extensions of credit or other assets which
includes loans by a non-United States office of any Bank to United States
residents, such Bank may require the Borrower to pay, contemporaneously with
each payment of interest on the Euro-Dollar Loans, additional interest on the
related Euro-Dollar Loan of such Bank at a rate per annum determined by such
Bank up to but not exceeding the excess of (i) (A) the applicable London
Interbank Offered Rate divided by (B) one minus the Euro-Dollar Reserve
Percentage over (ii) the applicable London Interbank Offered Rate. Any Bank
wishing to require payment of such additional interest (x) shall so notify the
Borrower and the Agent, in which case such additional interest on the
Euro-Dollar Loans of such Bank shall be payable to such Bank at the place
indicated in such notice with respect to each Interest Period commencing at
least five Euro-Dollar Business Days after the giving of such notice and (y)
shall notify the Borrower at least five Euro-Dollar Business Days prior to each
date on which interest is payable on the Euro-Dollar Loans of the amount then
due to such Bank under this Section. Such Bank's notice to the Borrower shall
set forth its calculation of such additional interest and such calculation shall
be conclusive if made reasonably and in good faith.


                                   ARTICLE III

                                   CONDITIONS

         SECTION 3.01. Effectiveness. This Agreement shall become effective on
the date that all of the following conditions shall have been satisfied (or
waived in accordance with Section 10.04):

                  (a) receipt by the Agent from each of the parties hereto of
         either (i) a counterpart hereof signed by such party or (ii)
         telegraphic, telex or other written confirmation, in form satisfactory
         to the Agent, confirming that a counterpart hereof has been signed by
         such party;

                  (b) receipt by the Agent of a certificate signed by the Vice
         Chairman for Strategy and Finance or the Vice President, Finance of
         each of the Borrower and the Guarantor, dated the Effective Date, to
         the effect that (i) no Default has occurred and is continuing as of the
         Effective Date and (ii) the representations and warranties of the
         Borrower and the Guarantor set forth in Article IV hereof are true in
         all material respects on, and as of, the Effective Date;
<PAGE>   33
                                                                              29



                  (c) receipt by the Agent of an opinion of William C. Baskin
         III, Esq., counsel to the Borrower and the Guarantor and given upon the
         Borrower's and the Guarantor's express instructions, and of Davis Polk
         & Wardwell, special counsel to the Borrower and the Guarantor, and
         given upon the Borrower's and the Guarantor's express instructions
         substantially in the forms of Exhibits E-1 and E-2 hereto,
         respectively;

                  (d) receipt by the Agent of an opinion of Cravath, Swaine &
         Moore, special counsel to the Agent, substantially in the form of
         Exhibit F hereto; and

                  (e) receipt by the Agent of all documents it may reasonably
         request relating to the existence of the Borrower and the Guarantor,
         the corporate authority for and the validity of this Agreement, and any
         other matters relevant hereto, all in form and substance satisfactory
         to the Agent;

provided that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later than
May 3, 1999. The Agent shall promptly notify the Borrower and the Banks of the
Effective Date, and such notice shall be conclusive and binding on all parties
hereto.

         SECTION 3.02. Borrowings. The obligation of any Bank to make a Loan on
the occasion of any Borrowing is subject to the satisfaction of the following
conditions:

                  (a) receipt by the Agent of a Notice of Borrowing as required
         by Section 2.02 or 2.03, as the case may be;

                  (b) the fact that, immediately before and immediately after
         such Borrowing, no Default shall have occurred and be continuing;

                  (c) the fact that immediately after such Borrowing, the
         aggregate outstanding principal amount of the Loans will not exceed the
         aggregate amount of the Commitments;

                  (d) the fact that the representations and warranties of the
         Borrower and the Guarantor set forth in Sections 4.01(i), 4.02 and
         4.07(i) shall be true on and as of the date of such Borrowing;

                  (e) the fact that the most recent financial statements
         provided by the Guarantor in compliance with Section 5.01, as
         supplemented prior to such Borrowing, shall be, to the best knowledge
         of the Borrower and the Guarantor, accurate and complete in all
         material respects; and

                  (f) the fact that the Borrowing shall have been approved in
         writing by the Chief Executive Officer of the Borrower or his designee.
<PAGE>   34
                                                                              30


Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower and the Guarantor on the date of such Borrowing as to the facts
specified in clauses (b), (c), (d), (e) and (f) of this Section.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         Each of the Borrower and the Guarantor represents and warrants that:

         SECTION 4.01. Corporate Existence and Power. Each of the Borrower and
the Guarantor (i) is a Connecticut corporation duly incorporated, validly
existing and in good standing under the laws of the State of Connecticut, (ii)
has all corporate powers required to carry on its business as now conducted and
(iii) has all governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted, the failure to obtain which
would, individually or in the aggregate, have a material adverse effect on its
ability to perform its obligations hereunder or on the financial condition of
the Guarantor and its Consolidated Subsidiaries taken as a whole.

         SECTION 4.02. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by each of the Borrower
and the Guarantor of this Agreement are within its corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or advance filing with, any governmental body, agency or official
and do not contravene, or constitute a default under, (i) any provision of the
certificate of incorporation or by-laws of the Borrower or the Guarantor, (ii)
any applicable law or regulation or any judgment, injunction, order or decree
binding upon the Borrower or the Guarantor, or (iii) any material financial
agreement or instrument (excluding insurance obligations) of the Borrower or the
Guarantor.

         SECTION 4.03. Binding Effect. This Agreement constitutes a valid and
binding agreement of each of the Borrower and the Guarantor and each Note, when
executed and delivered in accordance with this Agreement, will constitute a
valid and binding obligation of the Borrower, in each case enforceable in
accordance with its terms except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally, by insolvency laws affecting the rights of
creditors of insurance companies generally (in the case of the Borrower) and by
general principles of equity.

         SECTION 4.04. Financial Information.

         (a) The consolidated balance sheet of the Guarantor and its
Consolidated Subsidiaries as of December 31, 1998, the related consolidated
statements of cash flows for the year then ended and consolidated statement of
income and retained earnings for the year then ended, reported on by KPMG LLP
and
<PAGE>   35
                                                                              31


         set forth in the Guarantor's 1998 Annual Report to Shareholders, copies
         of which have been delivered to the Agent for distribution to each of
         the Banks, fairly present, in conformity with United States generally
         accepted accounting principles, the consolidated financial position of
         the Guarantor and its Consolidated Subsidiaries as of such date and
         their consolidated results of operations and cash flows for such year.

                  (b) Except as disclosed in the Guarantor's 1998 Form 10-K,
         since December 31, 1998, there has been no material adverse change in
         the business, financial position or results of operations of the
         Guarantor and its Consolidated Subsidiaries, taken as a whole.

         SECTION 4.05. Litigation. Except as disclosed in the Guarantor's 1998
Form 10-K, there is no action, suit or proceeding pending against, or to the
knowledge of the Borrower or the Guarantor threatened against or affecting, the
Borrower, its consolidated subsidiaries, the Guarantor or the Principal
Subsidiaries before any court or arbitrator or any governmental body, agency or
official in which there is a reasonable possibility of an adverse decision which
could materially adversely affect the business, consolidated financial position
or consolidated results of operations of the Guarantor and its Consolidated
Subsidiaries taken as a whole or which in any manner draws into question the
validity of this Agreement.

         SECTION 4.06. Compliance with ERISA. Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is not in violation of the
presently applicable provisions of ERISA and the Internal Revenue Code where
such violation would have a material adverse effect on the financial condition
of the Guarantor and its Consolidated Subsidiaries taken as a whole, and has not
incurred any liability to the PBGC or a Plan under Title IV of ERISA; provided
that this Section 4.06 applies to the members of the ERISA Group only in their
capacity as employers and not in any other capacity (such as fiduciaries or
service providers to Plans for the benefit of employers of others).

         SECTION 4.07. Principal Subsidiaries. Each of the Principal
Subsidiaries (i) is a corporation duly incorporated, validly existing and in
good standing under the laws of the jurisdiction in which it is organized, (ii)
has all corporate powers required to carry on its business as now conducted and
(iii) has all governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted, the failure to obtain which
would, individually or in the aggregate, have a material adverse effect on the
ability of the Borrower or the Guarantor to perform its obligations hereunder or
on the financial condition of such Principal Subsidiary and its consolidated
subsidiaries taken as a whole.

         SECTION 4.08. Compliance with Laws. To the best knowledge of the
Borrower and the Guarantor, each of the Borrower
<PAGE>   36
                                                                              32


and the Guarantor has complied in all material respects with all applicable
laws, except where any single failure to comply therewith would not individually
have a material adverse effect on its ability to perform its obligations
hereunder, and except where necessity of compliance therewith is being contested
in good faith by appropriate proceedings; provided, however, that the sole
representation and warranty with respect to compliance with ERISA is limited to
Section 4.06; and provided further that the reference to applicable laws in this
Section 4.08 shall not include Environmental Laws.

         SECTION 4.09. Year 2000 Matters. To the best of the Borrower's and the
Guarantor's knowledge, the disclosures relating to Year 2000 matters contained
in the Guarantor's 1998 Form 10-K materially accurately reflect, as of the date
such statements are purported to be made, the Guarantor's efforts to address
issues associated with the Year 2000.

                                    ARTICLE V

                                    COVENANTS

         The Borrower and the Guarantor agree that, so long as any Bank has any
Commitment hereunder and so long as any Loan is outstanding hereunder:

         SECTION 5.01. Information. The Borrower and the Guarantor will deliver
to the Agent, for delivery by the Agent to each of the Banks:

                  (a) as soon as available and in any event within 120 days
         after the end of each fiscal year of the Guarantor, the consolidated
         balance sheet of the Guarantor and its Consolidated Subsidiaries as of
         the end of such fiscal year and the related consolidated statements of
         earnings and of cash flows for such fiscal year, setting forth in each
         case in comparative form the figures for the previous fiscal year, all
         reported on in a manner acceptable to the Securities and Exchange
         Commission by KPMG LLP or other independent public accountants of
         nationally recognized standing;

                  (b) as soon as available and in any event within 60 days after
         the end of each of the first three quarters of each fiscal year of the
         Guarantor, its Form 10-Q as of the end of such quarter;

                  (c) simultaneously with the delivery of each set of financial
         statements referred to in clauses (a) and (b) above, a certificate of a
         Responsible Financial Officer of the Guarantor (i) stating whether any
         Default exists on the date of such certificate and, if any Default then
         exists, setting forth the details thereof and the action which the
         Borrower or the Guarantor, as applicable, is taking or proposes to take
         with respect thereto, and (ii) setting forth calculations demonstrating
         compliance, as of the date of the most recent balance sheet included in
         the financial

<PAGE>   37
                                                                              33


         statements being furnished at such time, with the covenant set forth in
         Section 5.03;

                  (d) within five days after any officer of the Borrower or the
         Guarantor obtains knowledge of any Default, if such Default is then
         continuing, a certificate of a Responsible Financial Officer of the
         Borrower or the Guarantor setting forth the details thereof and the
         action which the Borrower or the Guarantor is taking or proposes to
         take with respect thereto;

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

                  (f) from time to time such additional publicly available
         information regarding the financial position or business of the
         Borrower, the Guarantor and the Principal Subsidiaries as the Agent, at
         the request of any Bank, may reasonably request.

         SECTION 5.02. Conduct of Business and Maintenance of Existence. Each of
the Borrower and the Guarantor will preserve, renew and keep in full force and
effect, and will cause each Principal Subsidiary to preserve, renew and keep in
full force and effect their respective corporate existence; provided that the
foregoing shall not prohibit (i) the termination of the existence of any
Principal Subsidiary if the surviving entity (in the case of any such
termination resulting from a merger or consolidation) or the entity to which
substantially all such Principal Subsidiary's assets are transferred (in the
case of any other such termination) is or becomes a Principal Subsidiary, or
(ii) any transaction involving the Borrower or the Guarantor in accordance with
Section 5.05.

         SECTION 5.03. Minimum Adjusted Consolidated Net Worth. Adjusted
Consolidated Net Worth will not be less than $7,500,000,000 at any time.

         SECTION 5.04. Equal and Ratable Lien Protection. Neither the Borrower
nor the Guarantor will, nor will they permit any Principal Subsidiary to, issue,
assume, incur or guarantee any indebtedness for borrowed money secured by a
mortgage, pledge, lien or other encumbrance, directly or indirectly on any of
the common stock of a Principal Subsidiary or of the Borrower, which common
stock is owned by the Guarantor, the Borrower or any Principal Subsidiary,
unless the obligations of the Borrower under this Agreement and any Notes and,
if the Borrower or the Guarantor so elects, any other indebtedness of the
Borrower or the Guarantor ranking on a parity with the Borrower's obligations
under this Agreement, any Notes or the Guarantor's obligations under Article IX,
as applicable, shall be secured equally and ratably with, or prior to, such
secured indebtedness for borrowed money so long as it is outstanding and is so
secured.
<PAGE>   38
                                                                              34


         SECTION 5.05. Consolidations, Mergers and Sales of Assets. Neither the
Borrower nor the Guarantor will consolidate or merge with or into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any other Person unless (i) the surviving or acquiring entity is a
corporation organized under the laws of one of the United States, (ii) the
surviving or acquiring corporation, if other than the Borrower or the Guarantor,
as applicable, expressly assumes the performance of the obligations of the
Borrower or the Guarantor, as applicable, under this Agreement and all Notes,
and (iii) immediately after giving effect to such transaction, no Default shall
exist; provided that the foregoing shall not be construed to prevent a merger of
the Borrower with the Guarantor, in which case the survivor shall be or become
both the Borrower hereunder and the Guarantor.

         SECTION 5.06. Use of Proceeds. The proceeds of the Loans made under
this Agreement will be used by the Borrower for general corporate purposes. None
of such proceeds will be used, directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of buying or carrying any "margin stock"
within the meaning of Regulation U.

         SECTION 5.07. Cross Default Provisions. If a cross default provision is
included in any future instrument or agreement of the Borrower or the Guarantor
evidencing or relating to indebtedness for borrowed money in a principal amount
in excess of $50,000,000 (or its equivalent in any other currency), the Borrower
and the Guarantor will promptly notify the Banks thereof and will, if requested
to do so by the Required Banks, sign an amendment to this Agreement to include a
similar cross default provision herein.

         SECTION 5.08. Compliance with Laws. Each of the Borrower and the
Guarantor will comply in all material respects with all applicable laws, except
where any single failure to comply therewith would not individually have a
material adverse effect on its ability to perform its obligations hereunder, and
except where necessity of compliance therewith is being contested in good faith
by appropriate proceedings; provided, however, that with respect to its
compliance with ERISA, this Section 5.08 applies to each of the Borrower and the
Guarantor only in its capacity as an employer and not in any other capacity
(such as a fiduciary or service provider to Plans for the benefit of employers
of others); and provided further that the reference to applicable laws in this
Section 5.08 shall not include Environmental Laws.
<PAGE>   39
                                                                              35


                                   ARTICLE VI

                                    DEFAULTS

         SECTION 6.01. Events of Default. If one or more of the following events
("Events of Default") shall have occurred and be continuing:

                  (a) the Borrower shall fail to pay when due any principal on
         any Loan;

                  (b) the Borrower shall fail to pay within five Domestic
         Business Days of when due any fees or interest on any Loan;

                  (c) the Borrower or the Guarantor shall fail to observe or
         perform any covenant contained in Sections 5.03 and 5.05;

                  (d) the Borrower or the Guarantor shall fail to observe or
         perform, in any material respect, any covenant or agreement contained
         in this Agreement (other than those covered by clause (a), (b) or (c)
         above) and such failure shall have continued for a period of 45 days
         after written notice thereof has been given to the Borrower and the
         Guarantor by the Agent at the request of any Bank;

                  (e) any representation, warranty, certification or statement
         made by the Borrower or the Guarantor in this Agreement or in any
         certificate, financial statement or other document delivered pursuant
         to this Agreement shall prove to have been incorrect in any material
         respect when made (or deemed made);

                  (f) an event of default, as defined in any indenture or
         instrument evidencing or under which the Borrower, the Guarantor or any
         Principal Subsidiary has at the date of this Agreement or shall
         hereafter have outstanding indebtedness for borrowed money in a
         principal amount in excess of $50,000,000 (or its equivalent in any
         other currency), shall occur and be continuing and such indebtedness
         shall have been accelerated so that the same shall be or become due and
         payable prior to the date on which the same would otherwise have become
         due and payable (other than acceleration of Non-Recourse Indebtedness
         which does not exceed in the aggregate 4% of the Guarantor's total
         shareholders' equity, as set forth in the most recently published
         audited consolidated balance sheet of the Guarantor), and such
         acceleration shall not have been waived, rescinded or annulled;
         provided, however, that if such acceleration under such indenture or
         instrument shall be remedied or cured by the Borrower, Guarantor or
         Principal Subsidiary, or waived, rescinded or annulled by the requisite
         holders of such indebtedness, then the Event of Default shall be deemed
         likewise to have been thereupon remedied, cured or waived without
         further action upon the part of the Banks;

                  (g) the Borrower, the Guarantor or any Principal Subsidiary
         shall commence a voluntary case or other
<PAGE>   40
                                                                              36


         proceeding seeking liquidation, reorganization or other relief with
         respect to itself or its debts under any bankruptcy, insolvency or
         other similar law now or hereafter in effect or seeking the appointment
         of a trustee, receiver, liquidator, custodian or other similar official
         of it or all or substantially all of its property, or shall consent to
         any such relief or to the appointment of or taking possession by any
         such official in an involuntary case or other proceeding commenced
         against it, or shall make a general assignment for the benefit of
         creditors, or shall fail generally to pay its debts as they become due,
         or shall take any corporate action to authorize any of the foregoing;

                  (h) an involuntary case or other proceeding shall be commenced
         against the Borrower, the Guarantor or any Principal Subsidiary seeking
         liquidation, reorganization or other relief with respect to it or its
         debts under any bankruptcy, insolvency or other similar law now or
         hereafter in effect or seeking the appointment of a trustee, receiver,
         liquidator, custodian or other similar official of it or all or
         substantially all of its property, and such involuntary case or other
         proceeding shall remain undismissed and unstayed for a period of 60
         days; or an order for relief shall be entered against the Borrower, the
         Guarantor or any Principal Subsidiary under the federal bankruptcy laws
         as now or hereafter in effect; or

                  (i) any person or group of persons (within the meaning of
         Section 13 or 14 of the Securities Exchange Act of 1934, as amended)
         shall have acquired beneficial ownership (within the meaning of Rule
         13d-3 promulgated by the Securities and Exchange Commission under said
         Act) of more than 35% of the outstanding shares of common stock of the
         Guarantor; or at any time Continuing Directors shall not constitute a
         majority of the board of directors of the Guarantor;

then, and in every such event, the Agent shall (i) if requested by Banks having
more than 50% in aggregate amount of the Commitments, by notice to the Borrower
terminate the Commitments and they shall thereupon terminate, and (ii) if
requested by Banks holding more than 50% in aggregate principal amount of the
Loans, by notice to the Borrower declare the Loans (together with accrued
interest thereon) to be, and the Loans (together with accrued interest thereon)
shall thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; provided that in the case of any of the Events of Default specified in
clause (g) or (h) above with respect to the Borrower or the Guarantor, without
any notice to the Borrower or any other act by the Agent or the Banks, the
Commitments shall thereupon terminate and the Loans (together with accrued
interest thereon) shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower.

         SECTION 6.02. Notice of Default. The Agent shall give notice to the
Borrower and the Guarantor under Section 6.01(d)
<PAGE>   41
                                                                              37


promptly upon being requested to do so by any Bank and shall thereupon notify
all the Banks thereof.


                                   ARTICLE VII

                                    THE AGENT

         SECTION 7.01. Appointment and Authorization. Each Bank irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement as are delegated to the Agent by
the terms hereof, together with all such powers as are reasonably incidental
thereto.

         SECTION 7.02. Agent and Affiliates. Morgan Guaranty Trust Company of
New York shall have the same rights and powers under this Agreement as any other
Bank and may exercise or refrain from exercising the same as though it were not
the Agent, and Morgan Guaranty Trust Company of New York and its affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with the Borrower or any Subsidiary or affiliate of the Borrower as if
it were not the Agent hereunder.

         SECTION 7.03. Action by Agent. The obligations of the Agent hereunder
are only those expressly set forth herein. Without limiting the generality of
the foregoing, the Agent shall not be required to take any action with respect
to any Default, except as expressly provided in Article VI.

         SECTION 7.04. Consultation with Experts. The Agent may consult with
legal counsel (who may be counsel for the Borrower or the Guarantor),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts.

         SECTION 7.05. Liability of Agent. Neither the Agent nor any of its
directors, officers, agents, or employees shall be liable for any action taken
or not taken by it in connection herewith (i) with the consent or at the request
of the Required Banks or (ii) in the absence of its own gross negligence or
willful misconduct. Neither the Agent nor any of its directors, officers, agents
or employees shall be responsible for or have any duty to ascertain, inquire
into or verify (i) any statement, warranty or representation made in connection
with this Agreement or any borrowing hereunder; (ii) the performance or
observance of any of the covenants or agreements of the Borrower or the
Guarantor; (iii) the satisfaction of any condition specified in Article III,
except receipt of items required to be delivered to the Agent; or (iv) the
validity, effectiveness or genuineness of this Agreement or any other instrument
or writing furnished in connection herewith. The Agent shall not incur any
liability by acting in reliance upon any notice, consent, certificate, 
statement, or other writing (which may be a bank wire, telex or

<PAGE>   42
                                                                              38


similar writing) reasonably believed by it to be genuine or to be signed by the
proper party or parties.

         SECTION 7.06. Indemnification. Each Bank shall, ratably in accordance
with its Commitment, indemnify the Agent (to the extent not reimbursed by the
Borrower) against any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from the Agent's
gross negligence or willful misconduct) that the Agent may suffer or incur in
connection with this Agreement or any action taken or omitted by the Agent
hereunder.

         SECTION 7.07. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the 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 decisions in taking or
not taking any action under this Agreement.

         SECTION 7.08. Successor Agent. The Agent may resign at any time by
giving written notice thereof to the Banks and the Borrower. Upon any such
resignation, the Required Banks shall have the right to appoint a successor
Agent approved by the Borrower (which approval shall not be unreasonably
withheld). If no successor Agent shall have been so appointed by the Required
Banks, and approved by the Borrower and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of resignation, then the
retiring Agent may, on behalf of the Banks, appoint a successor Agent, which
shall be a commercial bank organized or licensed under the laws of the United
States of America or of any State thereof and having a combined capital and
surplus of at least two billion dollars. Upon the acceptance of its appointment
as Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent.

         SECTION 7.09. Agent's Fees. The Borrower shall pay to the Agent, for
its own account, fees in the amounts and at the times previously agreed upon
between the Borrower and the Agent.


                                  ARTICLE VIII

                             CHANGE IN CIRCUMSTANCES

         SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair.
If (i) on or prior to the first day of any Interest Period for any Euro-Dollar
Loan or Money Market LIBOR
<PAGE>   43
                                                                              39


Loan the Agent determines (which determination shall be conclusive absent
manifest error) that deposits in dollars (in the applicable amounts) are not
generally available in the London interbank market for such period or that the
London Interbank Offered Rate cannot be determined in accordance with the
definition thereof, or (ii) on or prior to the first day of any Interest Period
for any CD Loan the Agent is advised by each of the Reference Banks that
deposits in dollars (in the applicable amounts) are not being offered to each of
the Reference Banks in the relevant market for such Interest Period, the Agent
shall forthwith give notice thereof to the Borrower and the Banks, whereupon
until the Agent notifies the Borrower that the circumstances giving rise to such
suspension no longer exist, (i) the obligations of the Banks to make CD Loans or
Euro-Dollar Loans, as the case may be, or to convert outstanding Base Rate Loans
into CD Loans or Euro-Dollar Loans, as the case may be, or to convert
outstanding CD Loans or Euro-Dollar Loans into CD Loans or Euro-Dollar Loans, as
the case may be, with a different Interest Period shall be suspended, (ii) each
outstanding CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan, as the case
may be, shall be converted into a Base Rate Loan on the last day of the then
current Interest Period applicable thereto, and (iii) unless the Borrower
notifies the Agent at least two Domestic Business Days before the date of any CD
Borrowing, Euro-Dollar Borrowing or Money Market LIBOR Borrowing, as the case
may be, for which a Notice of Borrowing has previously been given that it elects
not to borrow on such date, (x) if such Borrowing is a CD Borrowing or a
Euro-Dollar Borrowing, as the case may be, such Borrowing shall instead be made
as a Base Rate Borrowing and (y) if such Borrowing is a Money Market LIBOR
Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear
interest for each day from and including the first day to but excluding the last
day of the Interest Period applicable thereto at the Base Rate for such day.

         SECTION 8.02. Illegality. If, on or after the date of this Agreement,
the adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Applicable Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for any Bank (or its
Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans and
such Bank shall so notify the Agent, the Agent shall forthwith give notice
thereof to the other Banks and the Borrower, whereupon until such Bank notifies
the Borrower and the Agent that the circumstances giving rise to such suspension
no longer exist, the obligation of such Bank to make Euro-Dollar Loans, or to
convert outstanding Base Rate Loans or CD Loans into Euro-Dollar Loans, or to
convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different
Interest Period shall be suspended. Before giving any notice to the Agent
pursuant to this Section, such Bank shall designate a different Applicable
Lending Office if such designation will avoid the need for giving such notice 
and will not, in the judgment of such Bank, be otherwise disadvantageous to

<PAGE>   44
                                                                              40


such Bank. If such notice is given, all Euro-Dollar Loans of such Bank then
outstanding shall be converted to Base Rate Loans either (a) on the last day of
the then current Interest Period applicable to such Euro-Dollar Loans if such
Bank may lawfully continue to maintain and fund such Loans to such day or (b)
immediately if such Bank may not lawfully continue to maintain and fund such
Loans to such day.

         SECTION 8.03. Increased Cost and Reduced Return. (a) If any applicable
law, rule or regulation, or any change in any applicable law, rule or
regulation, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Applicable Lending Office) with any request or directive (whether or not having
the force of law) of any such governmental authority, central bank or comparable
agency, made or adopted after the date hereof (other than a change currently
provided for in any existing law, rule or regulation) shall impose, modify or
deem applicable any reserve, special deposit, insurance assessment or similar
requirement (including, without limitation, any such requirement imposed by the
Board of Governors of the Federal Reserve System, but excluding (i) with respect
to any Euro-Dollar Loan, any such requirement with respect to which such Bank is
entitled to compensation during the relevant Interest Period under Section 2.15
and (ii) with respect to any CD Loan, any such requirement reflected in the
applicable Domestic Reserve Percentage or Assessment Rate) against assets of,
deposits with or for the account of, or credit extended by, any Bank (or its
Applicable Lending Office) or shall impose on any Bank (or its Applicable
Lending Office) or on the United States market for certificates of deposit or
the London interbank market any other condition affecting its Fixed Rate Loans
(other than Money Market Absolute Rate Loans), its Note (in respect of such
Fixed Rate Loans) or its obligation to make such Fixed Rate Loans; and the
result of any of the foregoing is to increase the cost to such Bank (or its
Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to
reduce the amount of any sum received or receivable by such Bank (or its
Applicable Lending Office) under this Agreement or under its Note with respect
thereto, by an amount reasonably deemed by such Bank to be material, then,
within 15 days after demand by such Bank (with a copy to the Agent), the
Borrower shall pay to such Bank such additional amount or amounts as will
compensate such Bank for such increased cost or reduction.

         (b) If any Bank shall have determined that any applicable law, rule or
regulation regarding capital adequacy, or any change in any such law, rule or
regulation, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
governmental authority, central bank or comparable agency, made or adopted after
the date hereof (other than a change currently provided for in any existing law,
rule or regulation), has or would have the effect of increasing the amount of 
capital of such Bank (or its parent) required to be maintained

<PAGE>   45
                                                                              41


in respect of, or otherwise allocated to, such Bank's obligations hereunder (its
"Required Capital") by an amount reasonably deemed by such Bank to be material,
then such Bank may, by notice to the Borrower and the Agent, increase the
facility fee payable to such Bank hereunder to the extent required so that the
ratio of (w) the sum of the increased facility fee applicable to such Bank's
Commitment hereunder to (x) the prior facility fee applicable to such Bank's
Commitment hereunder is the same as the ratio of (y) such Bank's increased
Required Capital to (z) its prior Required Capital. Such Bank's notice to the
Borrower and the Agent shall set forth its calculation of the foregoing ratios
and the increased facility fee to which it is entitled under this Section.

         (c) Each Bank will promptly notify the Borrower and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to compensation pursuant to this Section 8.03 (each, a
"Trigger Event") and will designate a different Applicable Lending Office if
such designation will avoid the need for, or reduce the amount of, such
compensation and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. Notwithstanding any other provision of this
Section, no Bank shall be entitled to any compensation pursuant to this Section
in respect of any Trigger Event (i) for any period of time in excess of 120 days
prior to such notice or (ii) for any period of time prior to such notice if such
Bank shall not have given such notice within 120 days of the date on which such
Trigger Event shall have been enacted, promulgated, adopted or issued in
definitive or final form unless such Trigger Event is retroactive. A certificate
of any Bank claiming compensation under Section 8.03(a) or (b) and setting forth
the additional amount or amounts to be paid to it hereunder and describing the
method of calculation thereof shall be conclusive if made reasonably and in good
faith. In determining such amount, such Bank may use any reasonable averaging
and attribution methods.

         SECTION 8.04. Taxes. (a) For purposes of this Section 8.04, the
following terms have the following meanings:

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings with respect to any payment by the
Borrower pursuant to this Agreement or under any Note, and all liabilities with
respect thereto, excluding (i) in the case of each Bank and the Agent, taxes
imposed on its income, and franchise or similar taxes imposed on it, by a
jurisdiction under the laws of which such Bank or the Agent (as the case may be)
is organized or in which its principal executive office is located or, in the
case of each Bank, in which its Applicable Lending Office is located and (ii) in
the case of each Bank, any United States withholding tax imposed on such
payments but only to the extent that such Bank is subject to United States
withholding tax at the time such Bank first becomes a party to this Agreement.

         "Other Taxes" means any present or future stamp or documentary taxes
and any other excise or property taxes, or
<PAGE>   46
                                                                              42


similar charges or levies, which arise from any payment made pursuant to this
Agreement or under any Note or from the execution or delivery of, or otherwise
with respect to, this Agreement or any Note.

         (b) Any and all payments by the Borrower to or for the account of any
Bank or the Agent hereunder or under any Note shall be made without deduction
for any Taxes or Other Taxes; provided that, if the Borrower shall be required
by law to deduct any Taxes or Other Taxes from any such payments, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 8.04) such Bank or the Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the
full amount deducted to the relevant taxation authority or other authority in
accordance with applicable law and (iv) the Borrower shall furnish to the Agent,
at its address referred to in Section 10.01, the original or a certified copy of
a receipt evidencing payment thereof.

         (c) The Borrower agrees to indemnify each Bank and the Agent for the
full amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section 8.04) paid by such Bank or the Agent (as the case may be) and any
liability (including penalties, interest and expenses, except to the extent
attributable to the negligence or misconduct of such Bank or the Agent, as the
case may be) arising therefrom or with respect thereto. This indemnification
shall be made within 15 days from the date such Bank or the Agent (as the case
may be) makes demand therefor.

         (d) Each Bank organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank listed on the signature pages hereof and on
or prior to the date on which it becomes a Bank in the case of each other Bank,
shall provide the Borrower with (i) two Internal Revenue Service ("IRS") forms
1001 or any successor form prescribed by the IRS, certifying that such Bank is
entitled to benefits under an income tax treaty to which the United States is a
party which exempts such Bank from United States withholding tax or reduces the
rate of withholding tax on payments of interest and eliminates withholding tax
on any fees, or (ii) two IRS forms 4224 certifying that the income receivable
pursuant to this Agreement is effectively connected with the conduct of a trade
or business in the United States. If the form provided by a Bank indicates a
United States interest withholding tax rate in excess of zero, withholding tax
at such rate shall be considered excluded from "Taxes" as defined in Section
8.04(a). Each such Bank undertakes to deliver to each of the Borrower and the
Agent (A) a replacement form (or successor form) on or before the date that such
form expires or becomes obsolete or after the occurrence of any event requiring
a change in the most recent form so delivered by it, and (B) such amendments 
thereto or extensions or renewals thereof as

<PAGE>   47
                                                                              43


may reasonably be required (but only so long as such Bank remains lawfully able
to do so).

         (e) For any period with respect to which a Bank has failed to provide
the Borrower with the appropriate form pursuant to Section 8.04(d) (unless such
failure is due to a change in treaty, law or regulation occurring subsequent to
the date on which a form originally was required to be provided), such Bank
shall not be entitled to indemnification under Section 8.04(b) or Section
8.04(c) with respect to Taxes imposed by the United States; provided that if a
Bank, which is otherwise exempt from or subject to a reduced rate of withholding
tax, becomes subject to Taxes because of its failure to deliver a form required
hereunder, the Borrower shall take such steps as such Bank shall reasonably
request to assist such Bank to recover such Taxes.

         (f) Each Bank will promptly notify the Borrower and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to make any claim for indemnification in respect of Taxes or
Other Taxes pursuant to this Section 8.04 (each, a "Tax Event") and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such claim or any other amounts payable
by the Borrower under this Section 8.04 and will not, in the judgment of such
Bank, be otherwise disadvantageous to such Bank. Notwithstanding any other
provisions of this Section, no Bank shall be entitled to any indemnification
pursuant to this Section in respect of any Tax Event (i) for any period of time
in excess of 180 days prior to such notice or (ii) for any period of time prior
to such notice if such Bank shall not have given such notice within 120 days of
the date on which such Bank became aware of such Tax Event unless such Tax Event
is retroactive.

         SECTION 8.05. Base Rate Loans Substituted for Affected Euro-Dollar
Loans. If (i) the obligation of any Bank to make or maintain Euro-Dollar Loans
has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded
compensation under Section 8.03(a) and the Borrower shall, by at least five
Euro-Dollar Business Days prior notice to such Bank through the Agent, have
elected that the provisions of this Section shall apply to such Bank, then,
unless and until such Bank notifies the Borrower that the circumstances giving
rise to such suspension or demand for compensation no longer apply:

                  (a) all Loans which would otherwise be made by such Bank as
         (or continued as or converted into) Euro-Dollar Loans shall instead be
         Base Rate Loans, and

                  (b) after each of its outstanding Euro-Dollar Loans has been
         repaid (or converted to a Base Rate Loan), all payments of principal
         which would otherwise be applied to repay such Euro-Dollar Loans shall
         be applied to repay its Base Rate Loans instead.

If such Bank notifies the Borrower that the circumstances giving rise to such
notice no longer apply, the Borrower shall elect that the principal amount of
each such Base Rate Loan shall be
<PAGE>   48
                                                                              44


converted into a Euro-Dollar Loan on the first day of the next succeeding
Interest Period applicable to the related Euro-Dollar Loans of the other Banks.

         SECTION 8.06. Substitution of Bank. If (i) the obligation of any Bank
to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii)
any Bank has demanded compensation under Section 8.03 or 8.04, the Borrower
shall have the right to seek a substitute bank or banks ("Substitute Banks")
(which may be one or more of the Banks) to purchase the Loans and assume the
Commitment of such Bank (the "Affected Bank") under this Agreement and, if the
Borrower locates a Substitute Bank, the Affected Bank shall, upon payment to it
of the purchase price agreed between it and the Substitute Bank (or, failing
such agreement, a purchase price in the amount of the outstanding principal
amount of its Loans and accrued interest thereon to the date of payment) plus
any amount (other than principal and interest) then due to it or accrued for its
account hereunder, assign all its rights and obligations under this Agreement
and all of its Notes to the Substitute Bank, and the Substitute Bank shall
assume such rights and obligations, whereupon the Substitute Bank shall be a
Bank party to this Agreement and shall have all the rights and obligations of a
Bank.

         SECTION 8.07. Election to Terminate. If during any Level I Period,
Level II Period or Level III Period (i) the obligation of any Bank to make
Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any Bank
has demanded compensation under Section 8.03 or 8.04, the Borrower may elect to
terminate this Agreement as to such Bank, and in connection therewith not to
borrow any Loan hereunder from such Bank or to prepay any Base Rate Loan made
pursuant to Section 8.02 or 8.05 (without altering the Commitments or Loans of
the remaining Banks), provided that the Borrower (i) notifies such Bank through
the Agent of such election at least two Euro-Dollar Business Days before any
date fixed for such borrowing or such a prepayment, as the case may be, and (ii)
repays all of such Bank's outstanding Loans, accrued interest thereon and any
other amounts then due to such Bank or accrued for its account hereunder
concurrently with such termination. Upon receipt by the Agent of such notice,
the Commitment of such Bank shall terminate.



                                   ARTICLE IX

                                    GUARANTY

         The Guarantor unconditionally guarantees, as a primary obligor and not
merely as a surety, the due and punctual payment of principal of and interest on
the Loans, when and as due, whether at maturity, by acceleration, by notice of
prepayment or otherwise, and all other monetary obligations of the Borrower to
the Agent and the Banks under this Agreement and any Notes (collectively, the
"Obligations"). Subject to Section 10.04, the Guarantor further agrees that the
Obligations may be extended or renewed, in whole or in part, without notice or
further assent
<PAGE>   49
                                                                              45


from it, and that it will remain bound upon its guarantee notwithstanding any
extension or renewal of any Obligation. 

         The Guarantor waives presentment to, demand of payment from and protest
to the Borrower of any of the Obligations, and also waives notice of acceptance
of its guarantee and notice of protest for nonpayment. The obligations of the
Guarantor under this Article IX shall not be affected by (a) the failure of the
Agent or any Bank to assert any claim or demand or to enforce any right or
remedy against the Borrower under the provisions of this Agreement or otherwise;
(b) any rescission, waiver, amendment or modification of any of the terms or
provisions of this Agreement, any Note or any other agreement (other than an
amendment to this Agreement in accordance with this Agreement, but then only to
the extent expressly affected by such amendment); (c) the release of any
security held by the Agent or any Bank for the Obligations; or (d) the failure
of the Agent or any Bank to exercise any right or remedy against any other
guarantor of the Obligations.

         The Guarantor further agrees that its guarantee constitutes a guarantee
of payment when due and not of collection, and waives any right to require that
any resort be had by the Agent or any Bank to any security held for payment of
the Obligations or to any balance of any deposit account or credit on the books
of the Agent or any Bank in favor of the Borrower or any other Person.

         The obligations of the Guarantor under this Article IX shall not be
subject to any reduction, limitation, impairment or termination for any reason,
including, without limitation, any claim of waiver, release, surrender,
alteration or compromise of the Obligations, and shall not be subject to any
defense or setoff, counterclaim, recoupment or termination whatsoever by reason
of the invalidity, illegality or unenforceability of the Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
the Guarantor under this Article IX shall not be discharged or impaired or
otherwise affected by the failure of the Agent or any Bank to assert any claim
or demand or to enforce any remedy under any guarantee or any other agreement,
by any waiver or modification of any thereof, by any default, failure or delay,
wilful or otherwise, in the performance of the Obligations, or by any other act
or omission which may or might in any manner or to any extent vary the risk of
the Guarantor or otherwise operate as a discharge of the Guarantor as a matter
of law or equity (other than the indefeasible payment in full of all the
Obligations).

         The Guarantor further agrees that its guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part hereof, of principal of or interest on any Obligation (including, without
limitation, any payment pursuant to this Article IX) is rescinded or must
otherwise be restored by the Agent or any Bank upon the bankruptcy or
reorganization of the Borrower or otherwise.

         In furtherance of the foregoing and not in limitation of any other
right which the Agent or any Bank may have at law or

<PAGE>   50
                                                                              46


in equity against the Guarantor by virtue hereof, upon the failure of the
Borrower to pay any Obligation when and as the same shall become due, whether at
maturity, by acceleration, after notice of prepayment or otherwise, the
Guarantor hereby promises to and will, upon receipt of written demand by the
Agent, forthwith pay, or cause to be paid, to the Agent for distribution to the
Banks, if and as appropriate, in cash the amount of such unpaid Obligation. The
Guarantor agrees that any claim or right that the Guarantor may have against the
Borrower by way of subrogation or otherwise in respect of any payment that the
Guarantor may be required to make hereunder shall be subject and subordinated to
the claims of the Agent and the Banks against the Borrower in respect of the
Obligations.

         The guarantee made hereunder shall survive and be in full force and
effect so long as any Obligation is outstanding and has not been indefeasibly
paid and so long as the Banks have any further commitment to lend and shall be
reinstated to the extent provided above.


                                    ARTICLE X

                                  MISCELLANEOUS

         SECTION 10.01. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including bank wire, telex,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrower, the Guarantor or the Agent, at its address or telex
or telecopy number set forth on the signature pages hereof, (y) in the case of
any Bank, at its address, telex or telecopy number set forth in its
Administrative Questionnaire or (z) in the case of any party, such other address
or telex or telecopy number as such party may hereafter specify for the purpose
by notice to the Agent, the Borrower and the Guarantor. All notices from outside
the United States to the Borrower or the Guarantor shall only be given by
telecopy and all other notices to the Borrower or the Guarantor given by telex
shall also be given by telecopy or non-telex method. Each such notice, request
or other communication shall be effective (i) if given by telex or telecopy,
when such telex or telecopy is transmitted to the number determined pursuant to
this Section and the appropriate answerback is received, (ii) if given by
registered or certified mail, return receipt requested, when such return receipt
is signed by the recipient or (iii) if given by any other means, when delivered
at the address specified in this Section, or, if such date is not a business day
in the location where received, on the next business day in such location;
provided that notices to the Agent under Article II or Article VIII shall not be
effective until received.

         SECTION 10.02. No Waivers. No failure or delay by the Agent or any Bank
in exercising any right, power or privilege hereunder or under any Note shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided shall be
<PAGE>   51
                                                                              47


cumulative and not exclusive of any rights or remedies provided by law.

         SECTION 10.03. Expenses; Indemnification. (a) The Borrower shall pay
(i) all out-of-pocket expenses of the Agent, including reasonable fees and
disbursements of special counsel for the Agent (subject to the limitations
previously agreed with such counsel, in the case of fees payable in connection
with the preparation of this Agreement), in connection with the preparation of
this Agreement, any waiver or consent hereunder or any amendment hereof or any
Default or alleged Default hereunder and (ii) if an Event of Default occurs, all
out-of-pocket expenses incurred by the Agent or any Bank, including fees and
disbursements of counsel, in connection with such Event of Default and
collection and other enforcement proceedings resulting therefrom.

         (b) The Borrower agrees to indemnify each Bank and hold each Bank
harmless from and against any and all liabilities, claims, losses, damages,
costs and expenses of any kind, including, without limitation, the reasonable
fees and disbursements of counsel, which may be incurred by any Bank (or by the
Agent in connection with its actions as Agent hereunder) in connection with any
investigative, administrative or judicial proceeding (whether or not such Bank
shall be designated a party thereto) relating to or arising out of (i) any
actual or proposed use of proceeds of Loans hereunder to acquire equity
securities of any other Person or (ii) any transaction which violates the change
in control provisions set forth in Section 6.01(i); provided that no Bank shall
have the right to be indemnified hereunder for its own gross negligence or
willful misconduct as determined by a court of competent jurisdiction.

         SECTION 10.04. Amendments and Waivers. Any provision of this Agreement
or the Notes may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed by the Borrower, the Guarantor and the Required
Banks (and, if the rights or duties of the Agent are affected thereby, by the
Agent); provided that no such amendment or waiver shall, unless signed by all
the Banks, (i) increase or decrease the Commitment of any Bank or subject any
Bank to any additional obligation, (ii) reduce or forgive the principal of or
rate of interest on any Loan or any fees hereunder, (iii) postpone the date
fixed for any payment of principal of or interest on any Loan or any fees
hereunder or for any reduction or termination of any Commitment, (iv) release
the Guarantor generally from, or limit or reduce, its liability under Article IX
or (v) amend this Section or otherwise change the percentage of the Commitments
or of the aggregate unpaid principal amount of the Loans, or the number of
Banks, which shall be required for the Banks or any of them to take any action
under this Section or any other provision of this Agreement.

         SECTION 10.05. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that the Borrower may not
assign, delegate, or otherwise transfer any of its rights or obligations under
this
<PAGE>   52
                                                                              48


Agreement (other than as contemplated by Section 5.05) without the prior written
consent of all Banks.

         (b) Except for (i) any assignment made with the Borrower's consent,
which consent shall be at the Borrower's sole discretion unless the Assignee is
an Affiliate of the transferor Bank, in which case, such consent shall not be
unreasonably withheld, (ii) any grant of participating interests permitted by
subsection (d) below and (iii) any designation of a different Applicable Lending
Office required by Section 8.02, Section 8.03 or Section 8.04, no Bank may at
any time assign or otherwise transfer any of its rights and obligations under
this Agreement or any Note. An assignment or other transfer which is not
permitted by this subsection (b) shall be given effect for purposes of this
Agreement only to the extent of a participating interest granted in accordance
with subsection (d) below.

         (c) Subject to the requirements of subsection (b) above, any Bank may
assign to one or more banks or other institutions (each an "Assignee") all, or a
proportionate part of all, of its rights and obligations under this Agreement
and any Notes, and such Assignee shall assume such rights and obligations,
pursuant to an instrument executed by such Assignee and such transferor Bank,
with (and subject to) the subscribed consent of the Borrower and the Agent. Upon
execution and delivery of such an instrument and payment by such Assignee to
such transferor Bank of an amount equal to the purchase price agreed between
such transferor Bank and such Assignee, such Assignee shall be a Bank party to
this Agreement and shall have all the rights and obligations of a Bank with a
Commitment as set forth in such instrument of assumption, and the transferor
Bank shall be released from its obligations hereunder to a corresponding extent,
and no further consent or action by any party shall be required. In connection
with any such assignment, except an assignment made pursuant to Section 8.06,
the transferor Bank shall pay to the Agent an administrative fee for processing
such assignment in the amount of $2,000. Upon the consummation of any assignment
pursuant to this subsection (c), the transferor Bank, the Agent and the Borrower
shall make appropriate arrangements so that, if required, a new Note is issued
to the Assignee. If the Assignee is not incorporated under the laws of the
United States of America or a state thereof, it shall, prior to the first date
on which interest or fees are payable hereunder for its account, deliver to the
Borrower and the Agent certification as to exemption from deduction or
withholding of any United States federal income taxes in accordance with Section
8.04.

         (d) Any Bank may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in any or all of its
Loans. In the event of any such grant by a Bank of a participating interest to a
Participant, whether or not upon notice to the Borrower and the Agent, such Bank
shall remain responsible for the performance of its obligations hereunder, and
the Borrower and the Agent shall continue to deal solely and directly with such
Bank in connection with such Bank's rights and obligations under this Agreement.
Any agreement pursuant to which any Bank may grant such a
<PAGE>   53
                                                                              49


participating interest shall provide that such Bank shall retain the sole right
and responsibility to enforce the obligations of the Borrower hereunder
including, without limitation, the right to approve any amendment, modification
or waiver of any provision of this Agreement; provided that such participation
agreement may provide that such Bank will not agree to any modification,
amendment or waiver of this Agreement described in clause (ii), (iii) or (iv) of
Section 10.04 without the consent of the Participant. The Borrower agrees that
each Participant shall, to the extent provided in its participation agreement,
be entitled to the benefits of Article VIII with respect to its participating
interest.

         (e) No Participant or other transferee of any Bank's rights shall be
entitled to receive any greater payment under Section 8.03 or 8.04 than such
Bank would have been entitled to receive with respect to the rights transferred,
unless such transfer is made with the Borrower's prior written consent or by
reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to
designate a different Applicable Lending Office under certain circumstances.

         (f) Any Bank may at any time assign all or any portion of its rights
under this Agreement to a Federal Reserve Bank. No such assignment shall release
the transferor Bank from its obligations hereunder.

         SECTION 10.06. New York Law. This Agreement shall be construed in
accordance with and governed by the law of the State of New York.

         SECTION 10.07. Counterparts; Integration. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement constitutes the entire agreement and understanding among the
parties hereto and supersedes any and all prior agreements and understandings,
oral or written, relating to the subject matter hereof.

         SECTION 10.08. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE
GUARANTOR, THE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
<PAGE>   54
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.


                              AETNA SERVICES, INC.

                              by
                                  /s/   Alan J. Weber             
                                -------------------------------------------
                                Name:   Alan J. Weber
                                Title:  Vice Chairman for Strategy and
                                        Finance and Chief Financial Officer
                                Aetna Services, Inc.
                                151 Farmington Avenue, RE6A
                                Hartford, Connecticut 06156
                                Attention: Vice President, Finance,
                                Telecopier:  (860) 273-1314
                                Telex: 99 241

                                With a copy to:

                                Aetna Inc.
                                151 Farmington Avenue, RC4A
                                Hartford, Connecticut 06156
                                Attention:  General Counsel

                                Telecopier:  (860) 273-8340
                                Telex: 99 241
<PAGE>   55
                              AETNA INC.,

                              by
                                  /s/    Alan J. Weber              
                                -------------------------------------------
                                Name:    Alan J. Weber
                                Title:   Vice Chairman for Strategy and Finance
                                         and Chief Financial Officer
                                Aetna Inc.
                                151 Farmington Avenue, RE6A
                                Hartford, Connecticut 06156
                                Attention: Vice President, Finance,
                                Telecopier:  (860) 273-1314
                                Telex: 99 241

                                With a copy to:

                                Aetna Inc.
                                151 Farmington Avenue, RC4A
                                Hartford, Connecticut 06156
                                Attention:  General Counsel

                                Telecopier:  (860) 273-8340
                                Telex: 99 241
<PAGE>   56
Commitment
$37,500,000.00                MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                              individually and as Administrative Agent,

                              by
                                  /s/     Maria H. Dell'Aquila     
                              -------------------------------------------
                              Title:      Vice President 
                              Domestic Lending Office 
                              Morgan Guaranty Trust Company
                                   of New York
                              c/o J.P. Morgan Services Inc.
                              500 Stanton Christiana Road
                              P.O. Box 6070
                              Newark, DE 19713-2107
                              Attention:  Kevin M. McCann  
                                   Associate
                              Telecopier: (302) 992-1852/1872
                              Telex: 177425 MBDEL UT

                              Euro-Dollar Lending Office
                              Morgan Guaranty Trust Company
                                   of New York
                              c/o J.P. Morgan Services Inc.
                              500 Stanton Christiana Road
                              P.O. Box 6070
                              Newark, DE 19713-2107
                              Attention:  Kevin M. McCann
                                   Associate

                              Telecopier: (302) 992-1852/1872
                              Telex: 177425 MBDEL UT

                              Money Market Lending Office
                              Morgan Guaranty Trust Company
                                   of New York

                              c/o J.P. Morgan Services Inc.
                              500 Stanton Christiana Road
                              P.O. Box 6070
                              Newark, DE 19713-2107
                              Attention: Kevin M. McCann
                                   Associate
                              Telecopier: (302) 992-1852/1872
                              Telex: 177425 MBDEL UT
<PAGE>   57
Commitment
$37,500,000.00                DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS
                              BRANCHES,

                              by
                                   /s/    John S. McGill             
                              -------------------------------------------
                              Title:      Vice President


                              by
                                   /s/    Clinton M. Johnson         
                              -------------------------------------------
                              Title:      Director

                                Domestic Lending Office
                                Deutsche Bank AG, New York
                                   Branch
                                31 West 52nd Street
                                New York, New York 10019
                                Attention:  Cheryl Mandelbaum
                                Telecopier:  (212) 449-7880
                                Telex:  429 166/DEUT BK NY

                                Euro-Dollar Lending Office
                                Deutsche Bank AG, Cayman
                                   Islands Branch
                                31 West 52nd Street
                                c/o Deutsche Bank AG, New York
                                   Branch,
                                New York, New York 10019
                                Attention:  Cheryl Mandelbaum
                                Telecopier:  (212) 474-8108
                                Telex:  429 166/DEUT BK NY

                                Money Market Lending Office
                                Deutsche Bank AG, New York
                                   Branch
                                31 West 52nd Street
                                New York, New York 10019
                                Attention:  Cheryl Mandelbaum
                                Telecopier:  (212) 474-8108
                                Telex:  429 166/DEUT BK NY
<PAGE>   58
Commitment
$37,500,000.00                THE CHASE MANHATTAN BANK

                              by
                                 /s/     Heather Lindstrom         
                              -------------------------------------------
                              Title:     Vice President

                                Domestic Lending Office
                                The Chase Manhattan Bank
                                270 Park Avenue; 20th Floor
                                New York, NY 10017
                                Attention:  Heather Lindstrom
                                Telecopier:  (212) 270-0670
                                Telex:  N/A

                                Euro-Dollar Lending Office
                                The Chase Manhattan Bank
                                270 Park Avenue; 20th Floor
                                New York, NY 10017
                                Attention:  Heather Lindstrom
                                Telecopier:  (212)270-0670
                                Telex:  N/A

                                Money Market Lending Office
                                The Chase Manhattan Bank
                                270 Park Avenue; 6th Floor
                                New York, NY 10017
                                Attention:  Frank Angelico
                                Telecopier:  (212) 834-6160
                                Telex:  N/A
<PAGE>   59
Commitment
$37,500,000.00                CITIBANK, N.A.,

                              by
                                   /s/    Stephen P. Zwick        
                                   -------------------------------------------
                                   Title: Vice President

                                   Domestic Lending Office
                                   Citibank N.A.
                                   399 Park Avenue
                                   12th Floor - Zone 8
                                   New York, New York  10043
                                   Attention:
                                   Telecopier:  (212) 935-4285
                                   Telex:  N/A

                                   Euro-Dollar Lending Office
                                   Citibank N.A.
                                   399 Park Avenue
                                   12th Floor - Zone 8
                                   New York, New York  10043
                                   Attention:
                                   Telecopier:  (212) 935-4285
                                   Telex:  N/A

                                   Money Market Lending Office
                                   Citibank N.A.
                                   399 Park Avenue
                                   12th Floor - Zone 8
                                   New York, New York  10043
                                   Attention:
                                   Telecopier:  (212) 935-4285
                                   Telex:  N/A
<PAGE>   60
Commitment
$20,000,000.00                NATIONSBANK, N.A.

                              by
                                 /s/    Philip Durand              
                              -------------------------------------------
                                 Title: Vice President

                                 Domestic Lending Office
                                 NationsBank, N.A.
                                 901 Main Street; 14th Floor
                                 Dallas, TX 75202
                                 Attention:  Geri Evans
                                 Telecopier:  (214) 290-8377
                                 Telex:  N/A

                                 Euro-Dollar Lending Office
                                 NationsBank, N.A.
                                 901 Main Street; 14th Floor
                                 Dallas, TX 75202
                                 Attention:  Geri Evans
                                 Telecopier:  (214) 290-8377
                                 Telex:  N/A

                                 Money Market Lending Office
                                 NationsBank, N.A.
                                 901 Main Street; 14th Floor
                                 Dallas, TX 75202
                                 Attention:  Geri Evans
                                 Telecopier:  (214) 290-8377
                                 Telex:  N/A
<PAGE>   61
Commitment
$25,000,000.00                CREDIT SUISSE FIRST BOSTON,

                              by
                                      /s/     Andrea E. Shkane          
                                   -------------------------------------------
                                      Title:  Vice President

                              by
                                      /s/    Robert N. Finney           
                                   -------------------------------------------
                                      Title: Managing Director

                                      Domestic Lending Office
                                      Credit Suisse
                                      Eleven Madison Avenue
                                      New York, New York  10010-3629
                                      Attention:  Andrea E. Shkane
                                      Telecopier:  (212) 325-8320
                                      Telex:  N/A

                                      Euro-Dollar Lending Office
                                      Credit Suisse
                                      Eleven Madison Avenue
                                      New York, New York  10010-3629
                                      Attention:  Andrea E. Shkane
                                      Telecopier:  (212) 325-8320
                                      Telex:  N/A

                                      Money Market Lending Office
                                      Credit Suisse
                                      Eleven Madison Avenue
                                      New York, New York  10010-3629
                                      Attention:  Andrea E. Shkane
                                      Telecopier:  (212) 325-8320
                                      Telex:  N/A
<PAGE>   62
Commitment
$35,000,000.00                THE FIRST NATIONAL BANK OF CHICAGO

                              by 
                                   /s/     Timothy J. Stambaugh     
                                   -------------------------------------------
                                   Title:  Senior Vice President

                                   Domestic Lending Office
                                   The First National Bank of Chicago
                                   One First National Plaza
                                   Chicago, IL 60670
                                   Attention:  Lillian Arroyo
                                   Telecopier:  (312) 732-3246
                                   Telex:  N/A

                                   Euro-Dollar Lending Office
                                   The First National Bank of Chicago
                                   One First National Plaza
                                   Chicago, IL 60670
                                   Attention:  Lillian Arroyo
                                   Telecopier:  (312) 732-3246
                                   Telex:  N/A

                                   Money Market Lending Office
                                   The First National Bank of Chicago
                                   One First National Plaza
                                   Chicago, IL 60670
                                   Attention:  Lillian Arroyo
                                   Telecopier:  (312) 732-3264
                                   Telex:  N/A
<PAGE>   63
Commitment
$25,000,000.00                FIRST UNION NATIONAL BANK

                              by
                                   /s/    Gail M. Golightly         
                                   -------------------------------------------
                                   Title:

                              by
                                          Senior Vice President         
                                   -------------------------------------------
                                   Title:


                                   Domestic Lending Office
                                   First Union National Bank
                                   1339 Chestnut St., 3rd Floor
                                   Philadelphia, PA 19107
                                   Telecopier:  (215) 786-4114
                                   Telex:  N/A

                                   Euro-Dollar Lending Office
                                   First Union National Bank
                                   1339 Chestnut St., 3rd Floor
                                   Philadelphia, PA 19107
                                   Telecopier:  (215) 786-4114
                                   Telex:  N/A

                                   Money Market Lending Office
                                   First Union National Bank
                                   1339 Chestnut Street., 3rd Floor
                                   Philadelphia, PA 19107
                                   Telecopier:  (215) 786-4114
                                   Telex:  N/A
<PAGE>   64
Commitment
$35,000,000.00                FLEET NATIONAL BANK

                              by
                                   -------------------------------------------
                                   /s/    Leonard Lapolice           
                                   Title: Vice President

                                   Domestic Lending Office
                                   Fleet National Bank
                                   777 Main Street
                                   Hartford, CT 06115
                                   Attention:
                                   Telecopier: (806) 986-1264
                                   Telex: N/A

                                   Euro-Dollar Lending Office
                                   Fleet National Bank
                                   777 Main Street
                                   Hartford, CT 06115
                                   Attention:
                                   Telecopier:  (806) 986-1264
                                   Telex:  N/A

                                   Money Market Lending Office
                                   Fleet National Bank
                                   777 Main Street
                                   Hartford, CT 06115
                                   Attention:
                                   Telecopier:  (806) 986-1264
                                   Telex:  N/A
<PAGE>   65
Commitment
$35,000,000.00                MELLON BANK, N.A.

                              by
                                   /s/    Colleen McCullum           
                                   -------------------------------------------
                                   Title: Assistant Vice President

                                   Domestic Lending Office
                                   Mellon Bank, N.A.
                                   One Mellon Bank Center
                                   Pittsburgh, PA 15258
                                   Attention:
                                   Telecopier: N/A
                                   Telex:  N/A

                                   Euro-Dollar Lending Office
                                   Mellon Bank, N.A.
                                   One Mellon Bank Center
                                   Pittsburgh, PA 15258
                                   Attention:
                                   Telecopier:  N/A
                                   Telex:  N/A

                                   Money Market Lending Office
                                   Mellon Bank, N.A.
                                   One Mellon Bank Center
                                   Pittsburgh, PA 15258
                                   Attention:
                                   Telecopier:  N/A
                                   Telex:  N/A
<PAGE>   66
Commitment
$15,000,000.00                THE DAI-ICHI KANGYO BANK, LTD.,
                              NEW YORK BRANCH

                              by
                                   /s/    Masaaki Ishikura           
                                   -------------------------------------------
                                   Title: Vice President

                                   Domestic Lending Office
                                   The Dai-Ichi Kangyo Bank, Ltd.,
                                   New York Branch
                                   One World Trade Center
                                   Suite 4911
                                   New York, NY 10048
                                   Attention:  Masaaki Ishikura
                                   Telecopier:  (212) 524-0579;
                                   Telex:  232988 DKB UR; 422581 DKB UI; 
                                           824613 DKB NYUF

                                   Euro-Dollar Lending Office
                                   The Dai-Ichi Kangyo Bank, Ltd.,
                                   New York Branch
                                   One World Trade Center
                                   Suite 4911
                                   New York, NY 10048
                                   Attention:   Wendy Yuen
                                   Telecopier:  (212) 524-0597;
                                   Telex:  232988 DKB UR; 422581 DKB UI; 
                                           824613 DKB NYUF

                                   Money Market Lending Office
                                   The Dai-Ichi Kangyo Bank, Ltd.,
                                   New York Branch
                                   One World Trade Center
                                   Suite 4911
                                   New York, NY 10048
                                   Attention:   Wendy Yuen
                                   Telecopier:  (212) 524-0597;
                                   Telex:  232988 DKB UR; 422581 DKB UI; 
                                           824613 DKB NYUF
<PAGE>   67
Commitment
$20,000,000.00                NORTHERN TRUST COMPANY

                              by
                                   /s/    Marcia R. Saper            
                                   -------------------------------------------
                                   Title: Vice President

                                   Domestic Lending Office
                                   Norther Trust Company
                                   50 South LaSalle
                                   Chicago, IL 60675
                                   Attention: Evelyn Jackson/
                                              Commercial Banking
                                   Telecopier:  (312) 444-3432
                                   Telex:  N/A

                                   Euro-Dollar Lending Office
                                   Northern Trust Company
                                   50 South LaSalle
                                   Chicago, IL 60675
                                   Attention: Evelyn Jackson/
                                              Commercial Banking
                                   Telecopier:  (312) 444-3432
                                   Telex:  N/A

                                   Money Market Lending Office
                                   Northern Trust Company
                                   50 South LaSalle
                                   Chicago, IL 60675
                                   Attention: Evelyn Jackson/
                                              Commercial Banking
                                   Telecopier: (312) 557-8337
                                   Telex:  N/A
<PAGE>   68
Commitment
$35,000,000.00                CREDIT LYONNAIS NEW YORK BRANCH

                              by 
                                   /s/    Sebastian Rocco            
                                   -------------------------------------------
                                   Title: Senior Vice President

                                   Domestic Lending Office
                                   Credit Lyonnais New York
                                   1301 Avenue of the Americas
                                   New York, NY 10019
                                   Attention: William McIlwain
                                              Financial Institutions
                                   Telecopier:  (212) 261-3401
                                   Telex: 62410 YLRC

                                   Euro-Dollar Lending Office
                                   Credit Lyonnais New York
                                   1301 Avenue of the Americas
                                   New York, NY 10019
                                   Attention: William McIlwain
                                              Financial Institutions
                                   Telecopier:  (212) 261-3401
                                   Telex: 62410 YLRC

                                   Money Market Lending Office
                                   Credit Lyonnais New York
                                   1301 Avenue of the Americas
                                   New York, NY 10019
                                   Attention: William McIlwain
                                              Financial Institutions
                                   Telecopier:  (212) 261-3401
                                   Telex: 62410 YLRC
<PAGE>   69
Commitment
$35,000,000.00                THE BANK OF NEW YORK

                              by
                                   /s/    Robert V. Masi             
                                   -------------------------------------------
                                   Title: Vice President

                                   Domestic Lending Office
                                   The Bank of New York
                                   101 Barclay Street
                                   New York, NY 10288
                                   ABA #: 021000018
                                   Commercial Loan Servicing Department
                                   GLA #: 111556
                                   Attention:
                                   Telecopier:
                                   Telex:

                                   Euro-Dollar Lending Office
                                   The Bank of New York
                                   101 Barclay Street
                                   New York, NY  10288
                                   ABA #:  021000018
                                   Commercial Loan Servicing Department
                                   GLA #:  111556
                                   Attention:
                                   Telecopier:
                                   Telex:

                                   Money Market Lending Office
                                   The Bank of New York
                                   One Wall Street
                                   New York, NY
                                   ABA #:  021000018
                                   Special Financial Products Department
                                   GLA #:  111556
                                   Attention:
                                   Telecopier:
                                   Telex:
<PAGE>   70
Commitment
$20,000,000.00                STATE STREET BANK AND TRUST COMPANY

                              by
                                   /s/    Edward M. Anderson         
                                   -------------------------------------------
                                   Title: Vice President

                                   Domestic Lending Office
                                   State Street Bank and Trust Company
                                   225 Franklin Street
                                   Boston, MA 02110
                                   Attention: Paula St. Amand
                                   Telecopier: (781) 302-8015
                                   Telex:  200139/ STATE UR

                                   Euro-Dollar Lending Office
                                   State Street Bank and Trust Company
                                   225 Franklin Street
                                   Boston, MA 02110
                                   Attention:  Paula St. Amand
                                   Telecopier:  (781) 302-8015
                                   Telex:  200139/ STATE UR

                                   Money Market Lending Office
                                   State Street Bank and Trust Company
                                   225 Franklin Street
                                   Boston, MA 02110
                                   Attention: Paula St. Amand
                                   Telecopier:  (781) 302-8015
                                   Telex:  200139/ STATE UR
<PAGE>   71
Commitment
$25,000,000.00                WACHOVIA BANK, N.A.

                              by
                                   /s/    Kathleen H. Reedy          
                                   -------------------------------------------
                                   Title: Senior Vice President

                                   Domestic Lending Office
                                   Wachovia Bank, N.A.
                                   191 Peachtree Street NE
                                   Atlanta, GA 30303
                                   Telecopier: (404) 332-6898
                                   Telex: 4611015/ WACH INT GA

                                   Euro-Dollar Lending Office
                                   Wachovia Bank, N.A.
                                   191 Peachtree Street NE
                                   Atlanta, GA 30303
                                   Telecopier:  (404) 332-6898
                                   Telex:  4611015/ WACH INT GA

                                   Money Market Lending Office
                                   Wachovia Bank, N.A.
                                   191 Peachtree Street NE
                                   Atlanta, GA 30303
                                   Telecopier:  (404) 332-6898
                                   Telex: 4611015/ WACH INT GA
<PAGE>   72
Commitment
$25,000,000.00                BARCLAYS BANK PLC,

                              by
                                   /s/    Eric Yaeger                
                                   -------------------------------------------
                                   Title: Director

                                   Domestic Lending Office
                                   Barclays Bank PLC
                                   222 Broadway
                                   New York, NY 10038
                                   Attention:  Karen M. Wagner
                                   Telecopier: (212) 412-5610
                                   Telex: N/A

                                   Euro-Dollar Lending Office
                                   Barclays Bank PLC
                                   222 Broadway
                                   New York, NY 10038
                                   Attention: Karen M. Wagner
                                   Telecopier: (212) 412-5610
                                   Telex: N/A

                                   Money Market Lending Office
                                   Barclays Bank PLC
                                   222 Broadway
                                   New York, NY 10038
                                   Attention: Noreen Dowers
                                   Telecopier: (212) 412-5306
                                   Telex: N/A
<PAGE>   73
                                                                       EXHIBIT A

                                      NOTE


                                                              New York, New York
                                                                       [ ], 1999


         For value received, Aetna Services, Inc., a Connecticut corporation
(the "Borrower"), promises to pay to the order of _______________ (the "Bank"),
for the account of its Applicable Lending Office, the aggregate unpaid principal
amount of the Bank's Loans then outstanding under the Credit Agreement referred
to below on the date or dates provided for in the Credit Agreement. The Borrower
promises to pay interest on the unpaid principal amount of each such Loan on the
dates and at the rate or rates provided for in the Credit Agreement. All such
payments of principal and interest shall be made in lawful money of the United
States in Federal or other immediately available funds at the office of Morgan
Guaranty Trust Company of New York, 60 Wall Street, New York, New York.

         All Loans made by the Bank, the respective maturities thereof and all
repayments of the principal thereof shall be recorded by the Bank and, prior to
any transfer hereof, appropriate notations to evidence the foregoing information
with respect to each such Loan then outstanding shall be endorsed by the Bank on
the schedule attached hereto, or on a continuation of such schedule attached to
and made a part hereof; provided that the failure of the Bank to make any such
recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Credit Agreement.

         This note is one of the Notes referred to in the Credit Agreement dated
as of [ ], 1999 among the Borrower, Aetna Inc., the banks listed on the
signature pages thereof and Morgan Guaranty Trust Company of New York, as
Administrative Agent (as the same may be amended from time to time, the "Credit
Agreement"). Terms defined in the Credit Agreement are used herein with the same
meanings.
<PAGE>   74
                                                                               2




Reference is made to the Credit Agreement for provisions for the prepayment
hereof and the acceleration of the maturity hereof.


                                  AETNA SERVICES, INC.

                                    by
                                  --------------------------
                                     Title:
<PAGE>   75
                                                                               3


                         LOANS AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                  Amount of
                           Amount of              Principal             Maturity               Notation
     Date                    Loan                  Repaid                 Date                 Made By
----------------------------------------------------------------------------------------------------------
<S>                        <C>                    <C>                   <C>                    <C>
----------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   76
                                                                       EXHIBIT B

                       Form of Money Market Quote Request



                                                                          [Date]


To:      Morgan Guaranty Trust Company of New York (the "Agent")

From:    Aetna Services, Inc. (the "Borrower")

Re:      Credit Agreement (the
         "Credit Agreement") dated as of [ ], 1999 among the Borrower,
         Aetna Inc., the Banks listed on the signature pages thereof
         and the Agent

         We hereby give notice pursuant to Section 2.03 of the Credit Agreement
that we request Money Market Quotes for the following proposed Money Market
Borrowing(s):

Date of Borrowing:  ________________________

Principal Amount */                   Interest Period **/

$

         Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]



         */ Amount must be $25,000,000 or a larger multiple of $1,000,000.

         **/ Not less than one month (LIBOR Auction) or not less than 7 days
(Absolute Rate Auction), subject to the provisions of the definition of Interest
Period.
<PAGE>   77
                                                                       EXHIBIT C


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


                             AETNA SERVICES, INC.,

                           by
                             -------------------------------
                             Title:
<PAGE>   78
                                                                       EXHIBIT C




                   Form of Invitation for Money Market Quotes


To:      [Name of Bank]

Re:      Invitation for Money Market Quotes
         to Aetna Services, Inc. (the
         "Borrower")

         Pursuant to Section 2.03 of the Credit Agreement dated as of [ ], 1999
among the Borrower, Aetna Inc., the Banks parties thereto and the undersigned,
as Administrative Agent, we are pleased on behalf of the Borrower to invite you
to submit Money Market Quotes to the Borrower for the following proposed Money
Market Borrowing(s):

Date of Borrowing:            ________________________________

Principal Amount                  Interest Period


$

         Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]

         Please respond to this invitation by no later than 9:30 A.M. (New York
City time) on [date].


                              MORGAN GUARANTY TRUST COMPANY
                              OF NEW YORK

                                By ________________________
                                   Authorized Officer
<PAGE>   79
                                                                       EXHIBIT D




                           Form of Money Market Quote



Morgan Guaranty Trust Company
  of New York, as Administrative Agent
60 Wall Street
New York, New York  10260

Attention:

     Re:  Money Market Quote to
          Aetna Services, Inc. (the "Borrower")

                  In response to your invitation on behalf of the Borrower dated
____________, _____, we hereby make the following Money Market Quote on the
following terms:

         1. Quoting Bank: _________________________________

         2. Person to contact at Quoting Bank: _________________________________

         3. Date of Borrowing: _________________________________*/



         */ As specified in the related Invitation.
<PAGE>   80
                                                                               2


         4. We hereby offer to make Money Market Loan(s) in the following
principal amounts, for the following Interest Periods and at the following
rates:

Principal      Interest       Money Market    [Absolute
Amount **/     Period ***/    [Margin ****/ ] Rate *****/  ]

$

$

[Provided, that the aggregate principal amount of Money Market Loans for which
the above offers may be accepted shall not exceed $______________.] **/

         We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the Credit Agreement
dated as of [ ], 1999 among the Borrower, Aetna Inc., the Banks listed on




         **/ Principal amount bid for each Interest Period may not exceed
principal amount requested. Specify aggregate limitation if the sum of the
individual offers exceeds the amount the Bank is willing to lend. Bids must be
made for $25,000,000 or a larger multiple of $1,000,000.

         ***/ Not less than one month (LIBOR Auction) or not less than 7 days
(Absolute Rate Auction), specified in the related Invitation. No more than five
bids are permitted for each Interest Period.

         ****/ Margin over or under the London Interbank Offered Rate determined
for the applicable Interest Period. Specify percentage (rounded to the nearest
1/10,000 of 1%) and specify whether "PLUS" or "MINUS".

         *****/ Specify rate of interest per annum (rounded to the nearest
1/10,000 of 1%).
<PAGE>   81
                                                                               3


the signature pages thereof and yourselves, as Administrative Agent, irrevocably
obligates us to make the Money Market Loan(s) for which any offer(s) are
accepted, in whole or in part.



                                 Very truly yours,

                                 [NAME OF BANK]


                                 By ______________________________________
                                    Authorized Officer