AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT

         This Amendment No. 1 (the "Amendment") is dated as of June 30, 1998
among Hampshire Funding, Inc. (the "Seller" and the "Servicer"), the undersigned
Purchasers and 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 (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. Amendment to the Agreement. The definition of Liquidity Termination
Date appearing in Exhibit I to the Agreement is hereby amended by deleting the
date "June 30, 1998" appearing therein and substituting therefor the date "June
29,1999".

         3. 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.

         4. 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:

         4.1. 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.

         4.2. 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 other similar laws relating
to or limiting creditors' rights generally.

         4.3. 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.

         5. 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.

         6. Ratification. The Agreement, as amended hereby, is hereby ratified,
approved and confirmed in all respects.

                                    31 of 34
<PAGE>

         7. 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.

         8. 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.

         9. 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.

         10. 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.


                                    32 of 34
<PAGE>

         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

                                   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:_______________________


                                    33 of 34