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                AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT

         This Amendment No. 3 (the "Amendment") is dated as of June 26, 2000
among Hampshire Funding, Inc. (the "Seller" and the "Servicer"), the undersigned
Purchasers and Bank One, NA (The First National Bank of Chicago), as agent for
the Purchasers (the "Agent").

                              W I T N E S S E T H :

         WHEREAS, the Seller, the Servicer, the Purchasers and the Agent are
parties to that certain Amended and Restated Receivables Purchase Agreement
dated as of May 5, 1998 (as previously amended, the "Agreement"); and

         WHEREAS, the Seller, the Servicer, the undersigned Purchasers and the
Agent desire to extend the Liquidity Termination Date;

         NOW, THEREFORE, in consideration of the premises herein contained, and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

         1.       DEFINED TERMS. Capitalized terms used herein and not otherwise
defined shall have their meanings as attributed to such terms in the Agreement.

         2.       AMENDMENTS TO THE AGREEMENT.


         2.1.     AMENDMENT TO THE DEFINITION OF LIQUIDITY TERMINATION DATE. The
definition of "Liquidity Termination Date" appearing in Exhibit I to the
Agreement is hereby amended by deleting the date "June 27, 2000" where it
appears therein and inserting the date "July 26, 2000" in lieu thereof.

         3.       AGREEMENT OF THE SELLER. Section 5.1(k) of the Agreement
provides that the Seller shall enter into a Hedge Contract at any time the
Program Yield is less than 0.50%. As of the Settlement Date occurring on June
12, 2000, the Program Yield is less than 0.50%. The Seller hereby agrees that it
shall, by no later than July 15, 2000, either (i) increase the interest rate
applicable to the Receivables in accordance with the terms of each Contract such
that the Program Yield will be at least 0.50% as of the Settlement Date
occurring on August 10, 2000 and thereafter, or (ii) enter into a Hedge Contract
in form and substance satisfactory to the Agent.

         4.       RATIFICATION OF PERFORMANCE GUARANTY. By acknowledging this
Amendment below, the Performance Guarantor acknowledges, agrees and confirms
that the Seller's obligations to the Purchasers and the Agent under the
Agreement as hereby amended are and remain unconditionally guaranteed by the
Performance Guarantor pursuant to the terms of the Performance Guaranty.

         5.       REPRESENTATIONS AND WARRANTIES. In order to induce the Agent
and the undersigned Purchasers to enter into this Amendment each of the Seller
and the Servicer represents and warrants that:

         5.1.     The representations and warranties set forth in Article III of
the Agreement, as hereby amended, are true, correct and complete on the date
hereof as if made on and as of the date hereof and there exists no Event of
Default or Potential Event of Default on the date hereof.

         5.2.     The execution and delivery by each of the Seller and the
Servicer of this Amendment has been duly authorized by proper corporate
proceedings of the Seller and the Servicer and this Amendment, and the
Agreement, as amended by this Amendment, constitutes the legal, valid and
binding obligation of the Seller and the Servicer enforceable against the Seller
and the Servicer in accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or their similar
laws relating to or limiting creditors' rights generally.


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         5.3.     Neither the execution and delivery by the Seller or the
Servicer of this Amendment, nor the consummation of the transactions herein
contemplated, nor compliance with the provisions hereof will violate any law,
rule, regulation, order, writ, judgment, injunction, decree or award binding on
the Seller or the Servicer or the Seller's or the Servicer's certificate of
incorporation or by-laws or the provisions of any indenture, instrument or
agreement to which the Seller or the Servicer is a party or is subject, or by
which it or its property, is bound, or conflict with or constitute a default
thereunder.

         6.       EFFECTIVE DATE. This Amendment shall become effective as of
the date above first written upon receipt by the Agent of (i) counterparts of
this Amendment duly executed by the Seller, the Servicer and the Purchasers and
(ii) such other documents as the Agent or any Purchaser may request.

         7.       RATIFICATION. The Agreement, as amended hereby, is hereby
ratified, approved and confirmed in all respects.

         8.       REFERENCE TO AGREEMENT. From and after the effective date
hereof, each reference in the Agreement to "this Agreement", "hereof", or
"hereunder" or words of like import, and all references to the Agreement in any
and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature shall be deemed to mean the Agreement, as
amended by this Amendment.

         9.       COSTS AND EXPENSES. The Seller agrees to pay all costs, fees,
and out-of-pocket expenses (including attorneys' fees and time charges of
attorneys for the Agent, which attorneys may be employees of the Agent) incurred
by the Agent in connection with the preparation, execution and enforcement of
this Amendment.

         10.      CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

         11.      EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


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         IN WITNESS WHEREOF, the Seller, the Servicer, the undersigned
Purchasers and the Agent have executed this Amendment as of the date first above
written.


                                  HAMPSHIRE FUNDING, INC., as Seller
                                  and Servicer

                                  By: _____________________________
                                                                   -
                                  Title: ____________________________


                                  PREFERRED RECEIVABLES FUNDING CORPORATION

                                  By: ____________________________
                                  Title: Authorized Signatory

                                  BANK ONE, NA (THE FIRST NATIONAL BANK
                                  OF CHICAGO), individually as an Investor and
                                  as Agent

                                  By: _____________________________
                                                                   -
                                  Title: ____________________________

Acknowledged and confirmed by:

JEFFERSON-PILOT CORPORATION,
as Performance Guarantor

By: ________________________
Title:_______________________



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