<PAGE>   1
                                                                   Exhibit 10.28



                                     FORM OF

                                 $1,500,000,000


                             BRIDGE CREDIT AGREEMENT


                                   dated as of


                               December [ ], 2000


                                      among


                           Aetna U.S. Healthcare Inc.,
                                   as Borrower


                             The Banks Listed Herein

                                       and

                   Morgan Guaranty Trust Company of New York,
                             as Administrative Agent

                   J.P. Morgan Securities Inc., Lead Arranger

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

                        Citibank, N.A., Syndication Agent

                        Bank One, NA, Documentation Agent
<PAGE>   2
                              TABLE OF CONTENTS*/

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                               ARTICLE I

                              DEFINITIONS

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


                               ARTICLE II

                              THE CREDITS

SECTION 2.01.  Commitments to Lend....................................      11
SECTION 2.02.  Notice of Borrowings...................................      12
SECTION 2.03.  Notice to Banks; Funding of Loans......................      12
SECTION 2.04.  Evidence of Debt.......................................      13
SECTION 2.05.  Maturity of Loans......................................      13
SECTION 2.06.  Termination or Reduction of Commitments................      13
SECTION 2.07.  Interest Rates.........................................      14
SECTION 2.08.  Fees...................................................      15
SECTION 2.09.  Method of Electing Interest Rates......................      16
SECTION 2.10.  Prepayments............................................      17
SECTION 2.11.  General Provisions as to Payments......................      18
SECTION 2.12.  Funding Losses.........................................      18
SECTION 2.13.  Computation of Interest and Fees.......................      19
SECTION 2.14.  Regulation D Compensation..............................      19


                              ARTICLE III

                               CONDITIONS

SECTION 3.01.  Effectiveness..........................................      19
SECTION 3.02.  Borrowings.............................................      20


                               ARTICLE IV

                     REPRESENTATIONS AND WARRANTIES

SECTION 4.01.  Corporate Existence and Power..........................      21
SECTION 4.02.  Corporate and Governmental Authorization;
                  No Contravention....................................      21
SECTION 4.03.  Binding Effect.........................................      21
SECTION 4.04.  Financial Information..................................      22
SECTION 4.05.  Litigation.............................................      22
SECTION 4.06.  Compliance with ERISA..................................      22
SECTION 4.07.  Compliance with Laws and Agreements....................      22
SECTION 4.08.  Investment Company Act; Public Utility
                  Holding Company Act.................................      23
SECTION 4.09.  Full Disclosure........................................      23
SECTION 4.10.  Taxes..................................................      23
SECTION 4.11.  Spin-Off Transactions..................................      23


                               ARTICLE V

                               COVENANTS

SECTION 5.01.  Information............................................      23
SECTION 5.02.  Conduct of Business and Maintenance
                  of Existence........................................      24
SECTION 5.03.  Minimum Adjusted Consolidated Net Worth................      24
SECTION 5.04.  Leverage Ratio.........................................      25
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     */ The Table of Contents is not a part of this Agreement.
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SECTION 5.05.  Liens..................................................      25
SECTION 5.06.  Consolidations, Mergers and Sales of Assets............      26
SECTION 5.07.  Use of Proceeds........................................      26
SECTION 5.08.  Compliance with Laws...................................      26
SECTION 5.09.  Acquisitions...........................................      26
SECTION 5.10.  Inspection of Property, Books and Records..............      27
SECTION 5.11.  Payment of Obligations.................................      27


                               ARTICLE VI

                                DEFAULTS

SECTION 6.01.  Events of Default......................................      27
SECTION 6.02.  Notice of Default......................................      29


                              ARTICLE VII

                               THE AGENT

SECTION 7.01.  Appointment and Authorization..........................      29
SECTION 7.02.  Agent and Affiliates...................................      29
SECTION 7.03.  Action by Agent........................................      30
SECTION 7.04.  Consultation with Experts..............................      30
SECTION 7.05.  Liability of Agent.....................................      30
SECTION 7.06.  Indemnification........................................      30
SECTION 7.07.  Credit Decision........................................      30
SECTION 7.08.  Successor Agent........................................      30
SECTION 7.09.  Agent's Fees...........................................      31
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                              ARTICLE VIII

                        CHANGE IN CIRCUMSTANCES

SECTION 8.01.  Basis for Determining Interest Rate
                  Inadequate or Unfair................................      31
SECTION 8.02.  Illegality.............................................      31
SECTION 8.03.  Increased Cost and Reduced Return......................      32
SECTION 8.04.  Taxes..................................................      33
SECTION 8.05.  Base Rate Loans Substituted for Affected
                  Euro-Dollar Loans...................................      35
SECTION 8.06.  Substitution of Bank...................................      35
SECTION 8.07.  Election to Terminate..................................      36


                               ARTICLE IX

                             MISCELLANEOUS

SECTION 9.01.  Notices................................................      36
SECTION 9.02.  No Waivers.............................................      36
SECTION 9.03.  Expenses; Indemnification..............................      37
SECTION 9.04.  Amendments and Waivers.................................      37
SECTION 9.05.  Successors and Assigns.................................      37
SECTION 9.06.  New York Law...........................................      39
SECTION 9.07.  Counterparts; Integration..............................      39
SECTION 9.08.  WAIVER OF JURY TRIAL...................................      40
</TABLE>



Schedule 2.0  -   Commitments to Lend

Exhibit A     -   Form of Note

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

Exhibit B-2   -   Opinion of Davis Polk & Wardwell

Exhibit B-3   -   Opinion of Drinker Biddle & Reath LLP
<PAGE>   5

                             BRIDGE CREDIT AGREEMENT


            AGREEMENT dated as of December [ ], 2000 among AETNA U.S. HEALTHCARE
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:

            "Adjusted Consolidated Net Worth" means at any date the total
shareholders' equity of the Borrower 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.

            "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.

            "ALIC" means Aetna Life Insurance Company.

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

            "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 Loan which bears interest at the Base
Rate pursuant to the applicable Notice of 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.

            "Base Rate Margin" has the meaning set forth in Section 2.07(a).

            "Borrower" means Aetna U.S. Healthcare Inc. (to be renamed Aetna
Inc. immediately after consummation of the Spin-Off Transactions), a
Pennsylvania 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
<PAGE>   6
                                                                               2


Loans are Base Rate Loans and a "Euro-Dollar Borrowing" if such Loans are
Euro-Dollar Loans.

            "Bridge Period" means the period from the Effective Date to and
including the Termination Date.

            "Business" means the U.S. domestic healthcare and large case
pensions businesses of the Parent and its subsidiaries that will be owned and
operated by the Borrower and its Consolidated Subsidiaries after giving effect
to the Spin-Off Transactions.

            "Commitment" means, with respect to each Bank, the amount set forth
opposite the name of such Bank on Schedule 2.01 hereto, as such amount may be
terminated or reduced from time to time pursuant to Section 2.06, terminated
pursuant to Section 8.07 or changed pursuant to Section 9.05.

            "Commitment Reduction Event" means:

            (a) any issuance by the Borrower or any Consolidated Subsidiary
      (other than to the Borrower or to a Consolidated Subsidiary) of any shares
      of capital stock, debt securities or other securities (other than the
      issuance of commercial paper), in each case pursuant to a public offering
      or an offering pursuant to Rule 144A under the Securities Act of 1933;

            (b) any incurrence by the Borrower or any Consolidated Subsidiary of
      any Indebtedness for borrowed money pursuant to any commercial bank
      financing arrangement, other than (i) any incurrence of Indebtedness under
      this Agreement or the Other Credit Agreements, (ii) any incurrence of
      Indebtedness to finance the purchase, construction or improvement of any
      property or asset; provided that such Indebtedness is incurred within 180
      days of the date of such purchase or completion of such construction or
      improvement and the amount of such Indebtedness does not exceed the
      purchase price of such property or asset or the cost of such construction
      or improvement, as applicable, and (iii) sale-leaseback financings in
      respect of facilities and equipment used in the ordinary course of
      business; or

            (c) any sale, transfer or other disposition of any property or asset
      by the Borrower or any Consolidated Subsidiary, other than sales,
      transfers and dispositions in the ordinary course of business.

            "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus, without duplication, to the extent deducted in determining
such Consolidated Net Income, the sum of (a) consolidated interest expense for
such period, (b) consolidated income tax expense for such period and (c) all
amounts attributable to depreciation, amortization and other similar non-cash
charges for such period; provided that, for purposes of determining Consolidated
EBITDA for any period, Consolidated Net Income for such period shall be adjusted
to exclude, without duplication, the effect on Consolidated Net Income for such
period of (i) any Excluded Charges deducted in determining such Consolidated Net
Income, provided that adjustments pursuant to this clause (i) shall not exceed
$200,000,000 after-tax in the aggregate (for all periods
<PAGE>   7
                                                                               3


on and after the date of consummation of the Spin-Off Transactions) and (ii) any
extraordinary gains or losses for such period.

            "Consolidated Net Income" means, for any period, the consolidated
net income (or loss) of the Borrower and its Consolidated Subsidiaries for such
period, determined in accordance with GAAP.

            "Consolidated Subsidiary" means, at any date, any Subsidiary or
other entity the accounts of which would be consolidated with those of the
Borrower in its consolidated 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 Borrower on the Effective Date 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.

            "Disclosure Documents" means (a) the Confidential Information
Memorandum dated October 2000, relating to the Borrower and the credit
facilities provided for herein and in the Other Credit Agreements and (b) the
proxy statement dated October 18, 2000 and attachments thereto, prepared for
delivery to the Parent's shareholders in connection with the Merger, in each
case as delivered by the Borrower to the Agent for distribution to the Banks
prior to the date of execution and delivery of this Agreement.

            "Distribution Agreement" means the Distribution Agreement dated as
of December [ ], 2000, between the Parent and the Borrower.

            "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.

            "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
<PAGE>   8
                                                                               4


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.

            "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 Borrower, 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 Loan which bears interest at a
Euro-Dollar Rate pursuant to the applicable Notice of 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 2.07(b).

            "Euro-Dollar Rate" means a rate of interest determined pursuant to
Section 2.07(b) 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.

            "Excluded Charges" means any non-recurring after-tax charges taken
by the Borrower after the date of consummation of the Spin-Off Transactions and
prior to December 31, 2001, including, but not limited to, charges incurred to
restructure operations and/or exit certain activities, including employee
termination benefits and other costs.
<PAGE>   9
                                                                               5


            "Existing Credit Agreements" means (a) the Amended and Restated
Credit Agreement dated as of March 27, 2000, among Aetna Services, Inc., Aetna
Inc., the banks party thereto and Morgan Guaranty Trust Company of New York, as
administrative agent, and (b) the Credit Agreement dated as of June 28, 1996,
among Aetna Life and Casualty Company, Aetna Inc., the banks party thereto and
Morgan Guaranty Trust Company of New York, as administrative agent, in each case
as amended to the date hereof.

            "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 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.

            "Fitch" means Fitch, Inc.

            "GAAP" means generally accepted accounting principles in the United
States of America.

            "Group of Loans" or "Group" means at any time a group of Loans
consisting of (i) all Loans which are Base Rate Loans at such time or (ii) all
Loans which are Euro-Dollar Loans having the same Interest Period at such time;
provided that, if 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.

            "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including
any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness of the payment
thereof, including pursuant to any "synthetic" lease arrangement, (c) to
maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness;
provided that the term Guarantee shall not include endorsements for collection
or deposit in the ordinary course of business.

            "Hazardous Substances" means any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives, by-products
and other hydrocarbons, or any
<PAGE>   10
                                                                               6


substances having any constituent elements displaying any of the foregoing
characteristics.

            "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding current accounts payable and accrued obligations incurred in the
ordinary course of business), (e) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (f)
all Guarantees by such Person of Indebtedness of others, (g) all obligations of
such Person as an account party to reimburse amounts drawn under any letter of
credit or letter of guaranty that constituted Indebtedness of such Person under
clause (f) above prior to drawing thereunder and (h) all obligations of such
Person in respect of leases required to be accounted for as capital leases under
GAAP.

            "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 Euro-Dollar Loan, a period commencing on the date of
Borrowing specified in the applicable Notice of Borrowing or on the date
specified in the applicable Notice of Interest Rate Election and ending one, two
or three 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, subject to clause (c) below, 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.

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

            "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
<PAGE>   11
                                                                               7


ratings: (i) A by S&P and/or (ii) A2 by Moody's and/or (iii) A by Fitch;
provided that if S&P or Moody's or Fitch 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) A3 by Moody's and/or (iii) A- by Fitch; provided that
if S&P or Moody's or Fitch 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) BBB+ by S&P and/or (ii) Baa1 by Moody's and/or
(iii) BBB+ by Fitch; provided that if S&P or Moody's or Fitch 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) BBB by S&P and/or (ii) Baa2 by Moody's
and/or (iii) BBB by Fitch; provided that if S&P or Moody's or Fitch 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 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) Baa3
by Moody's and/or (iii) BBB- by Fitch; provided that if S&P or Moody's or Fitch
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) BB+ by
S&P and/or (ii) Ba1 by Moody's and/or (iii) BB+ by Fitch; provided that if S&P
or Moody's or Fitch 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.
<PAGE>   12
                                                                               8


            "Leverage Ratio" means, as of the end of any fiscal quarter of the
Borrower, the ratio of (a) Total Debt as of such date to (b) Consolidated EBITDA
for the period of four consecutive fiscal quarters of the Borrower then ended;
provided that (i) for purposes of determining the Leverage Ratio as of March 31,
2001, the amount determined for purposes of clause (b) above shall be
Consolidated EBITDA for the fiscal quarter then ended multiplied by four, (ii)
for purposes of determining the Leverage Ratio as of June 30, 2001, the amount
determined for purposes of clause (b) above shall be Consolidated EBITDA for the
two consecutive fiscal quarters then ended multiplied by two and (iii) for
purposes of determining the Leverage Ratio as of September 30, 2001, the amount
determined for purposes of clause (b) above shall be Consolidated EBITDA for the
three consecutive fiscal quarters then ended multiplied by 4/3.

            "Lien" means, with respect to any asset, any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset.

            "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 "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.

            "London Interbank Offered Rate" has the meaning set forth in Section
2.07(b).

            "Material Subsidiary" means a Consolidated Subsidiary of the
Borrower that, as of the time of determination of whether such Consolidated
Subsidiary is a "Material Subsidiary", accounted on a consolidated basis for 10%
or more of the total assets of the Borrower and its Consolidated Subsidiaries as
of the most recent date for which (i) a pro forma consolidated balance sheet of
the Borrower has been delivered to the Agent, until the first audited
consolidated financial statements of the Borrower are delivered to the Agent
pursuant to Section 5.01(a) or (b) and, thereafter, (ii) a consolidated balance
sheet of the Borrower has been delivered to the Agent pursuant to Section
5.01(a) or (b); provided that, for purposes of Article VI, if any event or
combination of events described in clauses (g) and (h) of Section 6.01 occur
with respect to any one or more Consolidated Subsidiaries that are not Material
Subsidiaries but in the aggregate would constitute a Material Subsidiary if such
Consolidated Subsidiaries constituted a single Consolidated Subsidiary, then
such Consolidated Subsidiaries shall be deemed collectively to constitute a
Material Subsidiary for purposes of such clauses.

            "Merger" means the disposition of the Parent's financial services
and international businesses to ING Groep N.V. pursuant to a merger of the
Parent with a subsidiary of ING Groep N.V.

            "Minimum Adjusted Consolidated Net Worth" means, as of the end of
any fiscal quarter of the Borrower, the sum of (a) $7,500,000,000 plus (b) in
the case of any determination as of the end of any fiscal quarter ending on or
after March 31, 2000, the amount equal to 50% of Consolidated Net Income in
respect of each fiscal quarter of the Borrower as to which Consolidated Net
<PAGE>   13
                                                                               9

Income is a positive amount and that ends on or after March 31, 2000, and on or
prior to such date of determination; provided that the amount of "Minimum
Adjusted Consolidated Net Worth" as of any date shall be reduced on a dollar for
dollar basis (but not by more than $200,000,000) to the extent that Adjusted
Consolidated Net Worth has been reduced on or prior to such date as a result of
any Excluded Charges.

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

            "Net Proceeds" means, in respect of any Commitment Reduction Event,
the cash proceeds received by the Borrower and its Consolidated Subsidiaries in
respect thereof, net of (i) all fees and expenses (including, without
limitation, transfer and similar taxes and the Borrower's good faith estimate of
income taxes paid or payable in connection with such event) incurred by the
Borrower and its Consolidated Subsidiaries reasonably attributable to such
event, (ii) amounts provided as a reserve, in accordance with GAAP, against any
liabilities that are directly attributable to such event (provided, however,
that, to the extent and at the time any such amounts are released from such
reserve, such amounts shall constitute Net Proceeds) and (iii) the principal
amount, premium or penalty, if any, interest and other amounts on any
Indebtedness which is secured by the asset sold in such event or is otherwise
required to be repaid as a result of such event and which is repaid with such
proceeds (other than any such Indebtedness assumed by the purchaser of such
asset); provided that, solely in the case of Commitment Reduction Events
described in clause (c) of the definition of such term, the "Net Proceeds"
therefrom shall not include (i) the first $100,000,000 of cash proceeds in
respect of all such Commitment Reduction Events (in the aggregate) and (ii) any
cash proceeds in respect of any such Commitment Reduction Event to the extent
that the Borrower notifies the Agent, on or within 5 days of the date of such
Commitment Reduction Event, that the Borrower intends to reinvest (or to be
contractually committed to reinvest) such cash proceeds in assets of the
Borrower and its Consolidated Subsidiaries within 120 days after the date of
such Commitment Reduction Event; provided further that, if the Borrower gives
any notice described in clause (ii) above and the applicable cash proceeds are
not fully reinvested (or contractually committed to be reinvested) as described
above within such 120-day period, then such cash proceeds, to the extent not so
reinvested (or contractually committed to be reinvested), shall constitute Net
Proceeds in respect of a Commitment Reduction Event at the expiration of such
120-day period.

            "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" has the meaning set forth in Section 2.02.

            "Notice of Interest Rate Election" has the meaning set forth in
Section 2.09.

            "Other Credit Agreements" means the $500,000,000 364-Day Credit
Agreement and the $500,000,000 Three-Year Credit Agreement, each dated as of the
date hereof, among the Borrower, the banks listed therein and Morgan Guaranty
Trust Company of New
<PAGE>   14
                                                                              10


York, as administrative agent, as amended and otherwise in effect from time to
time.

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

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

            "Participant" has the meaning set forth in Section 9.05(e).

            "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 limited liability
company, 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.

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

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

            "Reportable Event" means any reportable event as defined in Section
4043(c) of ERISA or the regulations issued thereunder (other than a Reportable
Event as to which the 30-day notice requirement has been waived by applicable
regulation) with respect to a Plan (other than a Plan maintained by a member of
an applicable ERISA Group that is considered a member of such ERISA Group only
pursuant to subsection (m) or (o) of Section 414 of the Internal Revenue Code).

            "Required Banks" means at any time Banks having at least 60% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding at least 60% of the aggregate unpaid principal amount of the
Loans.

            "Required Capital" has the meaning set forth in Section 8.03(b).

            "Responsible Financial Officer" means chief financial officer,
treasurer, chief accounting officer or senior corporate finance officer.
<PAGE>   15
                                                                              11


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

            "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, letter of credit or other form of credit
enhancement.

            "Spin-Off Transactions" means (a) the distribution by the Parent to
its shareholders of the shares of common stock of the Borrower contemplated by
the Distribution Agreement and (b) the Restructuring (as defined in the
Distribution Agreement).

            "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 Borrower.

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

            "Termination Date" means December [ ], 2001, or, if such day is not
a Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

            "Total Debt" means, as of any date, the aggregate principal amount
of Indebtedness of the Borrower and its Consolidated Subsidiaries as of such
date (whether or not such Indebtedness would be reflected on a consolidated
balance sheet prepared as of such date in accordance with GAAP), determined on a
consolidated basis.

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

            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 GAAP as
in effect from time to time, applied on a basis consistent (except for changes
concurred in by the Borrower's independent public accountants) with the most
recent audited consolidated financial statements of (a) the Parent and its
consolidated subsidiaries, until the first audited consolidated financial
statements of the Borrower are delivered hereunder and (b) thereafter, the
Borrower and its Consolidated Subsidiaries delivered to the Banks.

            SECTION 1.03. Classifications of Borrowings. Borrowings are
classified for purposes of this Agreement by reference to the pricing of Loans
comprising such Borrowing (e.g., a "Euro-Dollar Borrowing" is a Borrowing
comprised of Euro-Dollar Loans).


                                   ARTICLE II

                                   THE CREDITS

            SECTION 2.01. Commitments to Lend. On the terms and conditions set
forth in this Agreement, each Bank severally
<PAGE>   16
                                                                              12


agrees to lend to the Borrower, from time to time during the Bridge 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 $20,000,000 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 2.10,
prepay Loans and reborrow at any time during the Bridge 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 Borrowings. The Borrower shall give the
Agent notice (a "Notice of Borrowing") not later than 10:30 A.M. (New York City
time) on (x) the date of each Base Rate Borrowing and (y) 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 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 Base Rate
      Loans or Euro-Dollar Loans, and

            (d) in the case of a Euro-Dollar Borrowing, the duration of the
      initial Interest Period applicable thereto, subject to the provisions of
      the definition of Interest Period.

            SECTION 2.03. 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 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 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 9.01. 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 2.03 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 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
<PAGE>   17
                                                                              13


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
2.07 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 2.04. 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 2.04 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 9.05) 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
that 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 2.05. Maturity of Loans. The 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.

            SECTION 2.06. Termination or Reduction of Commitments. (a) The
Commitments of each Bank shall terminate on the Termination Date.

            (b) During the Bridge 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.
<PAGE>   18
                                                                              14


            (c) During the Bridge 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 $10,000,000 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.

            (d) In the event and on each occasion that Net Proceeds are received
in respect of any Commitment Reduction Event, the Commitments shall be ratably
reduced by an aggregate amount equal to such Net Proceeds. The Borrower shall
notify the Agent of each Commitment Reduction Event on or within 5 days of the
date of such Commitment Reduction Event, which notice shall indicate the amount
of Net Proceeds therefrom.

            SECTION 2.07. 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 Margin plus 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 Margin plus the Base Rate for such
day.

            The "Base Rate Margin" applicable to any Base Rate Loan outstanding
on any day means:

            (i) if such day falls within a Level I Period, Level II Period,
      Level III Period or Level IV Period, then 0%;

            (ii) if such day falls within a Level V Period, then .375%;

            (iii) if such day falls within a Level VI Period, then .750%; and

            (iv) if such day falls within a Level VII Period, then 1.500%.

            (b) 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 of the Interest Period applicable thereto or
(ii) 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 .420%;

            (ii) if such day falls within a Level II Period, then .535%;

            (iii) if such day falls within a Level III Period, then .750%;
<PAGE>   19
                                                                              15


            (iv) if such day falls within a Level IV Period, then .850%;

            (v) if such day falls within a Level V Period, then 1.175%;

            (vi) if such day falls within a Level VI Period, then 1.450%; and

            (vii) if such day falls within a Level VII Period, then 2.0%.

            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; 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.

            (c) 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).

            (d) The Agent shall determine (in accordance with this Agreement)
each interest rate applicable to the Loans hereunder. The Agent shall give
prompt notice to the Borrower by telecopy and the 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.

            SECTION 2.08.  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) 0.080% per annum during each Level I Period, (ii) 0.090% per
annum during each Level II Period, (iii) 0.125% per annum during each Level
<PAGE>   20
                                                                              16


III Period, (iv) 0.150% per annum during each Level IV Period, (v) 0.200% per
annum during each Level V Period, (vi) 0.300% during each Level VI Period and
(vii) 0.500% during each Level VII Period. Such facility fee shall accrue (i)
from and including the Effective Date to but excluding the last day of the
Bridge 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 Bridge Period, from and including the last day of the Bridge 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) Bridge Fee. If the Commitments have not been terminated and all
outstanding Loans repaid prior to the date that is six months after the
Effective Date, then on such date the Borrower shall pay to the Agent a fee for
the account of each Bank, calculated by multiplying (i) such Bank's remaining
Commitment on such date by (ii) 0.100%.

            (c) Payments. Except as otherwise indicated, accrued facility fees
under this Section 2.08 shall be payable quarterly in arrears on (i) each
Quarterly Date, (ii) the Termination Date and (iii) if any Loans remain
outstanding after the Bridge Period, the date such Loans shall be repaid in
full.

            SECTION 2.09. Method of Electing Interest Rates. (a) The Loans
included in each Borrowing shall bear interest initially at the type of rate
specified by the Borrower in the applicable Notice of 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 Euro-Dollar Loans as of any Euro-Dollar Business
      Day; and

            (ii) if such Loans are Euro-Dollar Loans, the Borrower may (x) elect
      to convert such Euro-Dollar Loans to Base Rate Loans as of any Domestic
      Business Day, (y) elect to convert such Euro-Dollar Loans to Euro-Dollar
      Loans with an Interest Period different from the then current Interest
      Period applicable to such Loans as of any Euro-Dollar Business Day 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 Euro-Dollar Loans to Base
Rate Loans or to Euro-Dollar Loans 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
2.12.

            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 or (ii) 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.
<PAGE>   21
                                                                              17


            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 $20,000,000 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 or Euro-Dollar Loans or continued as
      Euro-Dollar Loans for an additional Interest Period; and

            (iv) if such Loans (or portions thereof) are to be converted to or
      continued as Euro-Dollar Loans, 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 Euro-Dollar Loans, such Loans shall be
converted into Base Rate Loans on the last day of the then current Interest
Period applicable thereto.

            SECTION 2.10. Prepayments. (a) The Borrower may (i) upon at least
one Domestic Business Day's notice to the Agent, prepay the Base Rate Loans, 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 Euro-Dollar Loan, in
whole or in part, in amounts aggregating $20,000,000 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.

            (b) In the event and on each occasion that the Commitments are
reduced, if, after giving effect to such reduction, the aggregate principal
amount of outstanding Loans exceeds the sum of the Commitments, then the
Borrower shall prepay Loans in an aggregate principal amount equal to such
excess, together with accrued interest thereon to the date of prepayment.
<PAGE>   22
                                                                              18


            (c) Each prepayment shall be applied to prepay ratably the relevant
Loans of the several Banks. Prepayment of a Euro-Dollar Loan on any day other
than the last day of an Interest Period applicable thereto shall be subject to
Section 2.12. Upon receipt of a notice of prepayment pursuant to this Section
2.10, 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 2.11. 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 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 Business Day. Whenever any payment of principal of, or
interest on, the Euro-Dollar 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 or falls after the Termination Date, in which
case the date for payment thereof shall be the next preceding 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 2.12. Funding Losses. If the Borrower makes any payment of
principal with respect to any Euro-Dollar Loan or any Euro-Dollar Loan is
converted to a Base Rate Loan (pursuant to Section 2.09, Section 2.10, 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
2.07(c), or if any Bank assigns any Euro-Dollar 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 Euro-Dollar Loan after notice has
been given to any Bank in accordance with Section 2.03(a) or Section 2.10, 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,
<PAGE>   23
                                                                              19


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

            SECTION 2.14. 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 9.04):

            (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,
<PAGE>   24
                                                                              20


Finance of the Borrower, 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 set forth in Article IV hereof
are true in all material respects on, and as of, the Effective Date;

            (c) receipt by the Agent of an opinion of William C. Baskin III,
Esq., counsel to the Borrower, of Davis Polk & Wardwell, special counsel to the
Borrower, and of Drinker Biddle & Reath LLP, Pennsylvania counsel to the
Borrower, in each case given upon the Borrower's express instructions,
substantially in the forms of Exhibits B-1, B-2 and B-3 hereto, respectively;

            (d) receipt by the Agent of all documents it may reasonably request
relating to the existence of the Borrower, 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;

            (e) the material terms and conditions of the Spin-Off Transactions
and all material agreements relating thereto shall be reasonably satisfactory to
the Agent;

            (f) the fact that the representations and warranties of the Borrower
set forth in Article IV hereof are true in all material respects on and as of
the Effective Date;

            (g) the Banks shall have received the financial statements referred
to in Section 4.04(a);

            (h) the Other Credit Agreements shall have been executed and
delivered by the parties thereto and shall be effective;

            (i) the Borrower shall have terminated all commitments under, and
paid all amounts accrued and owing under, the Existing Credit Agreements; and

            (j) the Agent shall have received all fees and other amounts due and
payable by the Borrower on or prior to the Effective Date, including, to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Borrower;

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
January 31, 2001. 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;

            (b) the fact that, immediately before and immediately after such
      Borrowing, no Default shall have occurred and be continuing;
<PAGE>   25
                                                                              21


            (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
      set forth in Article IV (other than those set forth in Sections 4.04(b)
      and 4.05) shall be true on and as of the date of such Borrowing; and

            (e) the fact that the Borrowing shall have been approved by the
      Chairman of the board of directors, the President, the Chief Executive
      Officer or the Chief Financial Officer of the Borrower or any one of their
      respective designees.

Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing as to the facts specified in clauses
(b), (c), (d) and (e) of this Section 3.02.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            The Borrower represents and warrants that:

            SECTION 4.01. Corporate Existence and Power. The Borrower (i) is a
Pennsylvania corporation duly incorporated, validly existing and in good
standing under the laws of the State of Pennsylvania, and (ii) has all corporate
powers required to carry on its business as now conducted. Each of the Borrower
and its Consolidated Subsidiaries 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 Borrower's ability to perform its obligations hereunder or
on the financial condition of the Borrower and its Consolidated Subsidiaries,
taken as a whole.

            SECTION 4.02. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Borrower 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, (ii) any applicable law or regulation
or any judgment, injunction, order or decree binding upon the Borrower, or (iii)
any material financial agreement or instrument of the Borrower.

            SECTION 4.03. Binding Effect. This Agreement constitutes a valid and
binding agreement of the Borrower 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 and by general
principles of equity.
<PAGE>   26
                                                                              22


            SECTION 4.04. Financial Information. (a) The Borrower has heretofore
furnished to the Agent, for distribution to each of the Banks, (i) the unaudited
consolidated balance sheets for the Business as of December 31, 1999 and June
30, 2000, and related consolidated statements of cash flows, income and retained
earnings for the Business for the twelve-month and six-month periods then ended,
respectively, and (ii) the consolidated balance sheet of the Parent as of
September 30, 2000, and the related consolidated statements of cash flows,
income and retained earnings for the nine-month period then ended, set forth in
the Parent's Form 10-Q for the third quarter of 2000. Such financial statements
present fairly, in all material respects, the consolidated financial position
and results of operations and cash flows of the Business (in the case of the
financial statements referred to in clause (i) above) or the Parent and its
consolidated subsidiaries (in the case of the financial statements referred to
in clause (ii) above), as applicable, as of such dates and for such periods, in
accordance with GAAP subject to year-end audit adjustments and the absence of
footnotes.

            (b) Since June 30, 2000, there has been no material adverse change
in the business, assets, operations, prospects or condition (financial or
otherwise) of the Business taken as a whole; provided that the charges and other
information disclosed in the Disclosure Documents shall be deemed not to
constitute any such material adverse change.

            SECTION 4.05. Litigation. Except as disclosed in the Disclosure
Documents and the Parent's Form 10-Q for the third quarter of 2000, after giving
effect to the Spin-Off Transactions there is no action, suit or proceeding
pending against, or to the knowledge of the Borrower, threatened against or
affecting, the Borrower or its Consolidated 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 Borrower 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 Borrower 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. Compliance with Laws and Agreements. Each of the
Borrower and its Consolidated Subsidiaries has complied in all material respects
with all applicable laws and material agreements binding upon it, except where
any failure to comply therewith would not individually or collectively have a
material adverse effect on the Borrower's ability to perform its obligations
hereunder, and except where necessity of compliance
<PAGE>   27
                                                                              23


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.

            SECTION 4.08. Investment Company Act; Public Utility Holding Company
Act. The Borrower is not (a) an "investment company" or a company "controlled"
by an "investment company" within the meaning of the Investment Company Act of
1940, as amended, or (b) a "holding company" as defined in, or subject to
regulation under, the Public Utility Holding Company Act of 1935.

            SECTION 4.09. Full Disclosure. None of the Disclosure Documents or
any other information furnished in writing by or on behalf of the Borrower to
the Agent or any Bank for purposes of or in connection with this Agreement (in
each case taken as a whole with all other information so furnished) contained,
as of the time it was furnished, any material misstatement of fact or omitted as
of such time to state any material fact necessary to make the statements therein
taken as a whole not misleading, in the light of the circumstances under which
they were made; provided that with respect to information consisting of
statements, estimates and projections regarding the future performance of the
Borrower and its Consolidated Subsidiaries, the Borrower represents only that
such information has been prepared in good faith based upon assumptions believed
by the Borrower to be reasonable at the time of preparation thereof.

            SECTION 4.10. Taxes. The Borrower has filed or caused to be filed
all United States Federal income tax returns and all other material tax returns
required to be filed by it and has paid or caused to be paid all material taxes
required to have been paid by it, except taxes that are being contested in good
faith by appropriate proceedings and for which the Borrower has set aside on its
books adequate reserves with respect thereto in accordance with GAAP.

            SECTION 4.11. Spin-Off Transactions. As of the close of business on
the Effective Date, the Spin-Off Transactions shall have been consummated in all
material respects in accordance with the Distribution Agreement and the other
material agreements relating thereto.


                                    ARTICLE V

                                    COVENANTS

            The Borrower agrees 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 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 Borrower, the consolidated balance sheet of the
Borrower 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
<PAGE>   28
                                                                              24


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 Borrower, 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 Borrower (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 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 statements being furnished at such time, with the
covenants set forth in Sections 5.03, 5.04 and 5.05(e);

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

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

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

            (g) prompt written notice after the occurrence of (i) any Reportable
Event that, alone or together with any other Reportable Events that have
occurred, or (ii) a failure to make a required installment or other payment
(within the meaning of Section 412(n)(1) of the Internal Revenue Code) that,
could reasonably be expected to result in liability of the Borrower to the PBGC
or to a Plan in an aggregate amount exceeding $50,000,000.

            SECTION 5.02. Conduct of Business and Maintenance of Existence. The
Borrower will preserve, renew and keep in full force and effect, and will cause
ALIC and each other Material 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
Material 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 Material Subsidiary's assets are transferred (in the case of any other
such termination) is or becomes a Material Subsidiary or is the Borrower or (ii)
any transaction involving the Borrower in accordance with Section 5.06.

            SECTION 5.03. Minimum Adjusted Consolidated Net Worth. Adjusted
Consolidated Net Worth as of the end of each
<PAGE>   29
                                                                              25


fiscal quarter of the Borrower ending on or after December 31, 2000 will not be
less than the Minimum Adjusted Consolidated Net Worth as of the end of such
fiscal quarter.

            SECTION 5.04. Leverage Ratio. The Leverage Ratio as of the end of
each fiscal quarter of the Borrower ending on or after March 31, 2001, will not
exceed 3.0 to 1.0.

            SECTION 5.05. Liens. The Borrower will not, and will not permit any
Consolidated Subsidiary to, create, incur, assume or permit to exist any
Indebtedness secured by any Lien on any property or asset now owned or hereafter
acquired by it, except:

            (a) any Indebtedness secured by a Lien on any property or asset of
the Borrower or any Consolidated Subsidiary existing on the date hereof;
provided that (i) such Lien shall not apply to any other property or asset of
the Borrower or any Consolidated Subsidiary and (ii) such Lien shall secure only
the Indebtedness which it secures on the date hereof and extensions, renewals
and replacements thereof that do not increase the outstanding principal amount
thereof;

            (b) any Indebtedness secured by a Lien existing on any property or
asset prior to the acquisition thereof by the Borrower or any Consolidated
Subsidiary or existing on any property or asset of any Person that becomes a
Consolidated Subsidiary after the date hereof prior to the time such Person
becomes a Consolidated Subsidiary; provided that (i) such Indebtedness and Lien
are not created in contemplation of or in connection with such acquisition or
such Person becoming a Consolidated Subsidiary, as the case may be, (ii) such
Lien shall not apply to any other property or assets of the Borrower or any
Consolidated Subsidiary and (iii) such Lien shall secure only the Indebtedness
which it secures on the date of such acquisition or the date such Person becomes
a Consolidated Subsidiary, as the case may be, and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount
thereof;

            (c) any Indebtedness secured by purchase money security interests in
property or assets or improvements thereto hereafter acquired (or, in the case
of improvements, constructed) by the Borrower or any Consolidated Subsidiary;
provided that (i) such security interests and the Indebtedness secured thereby
are incurred within 180 days of such acquisition (or construction), (ii) the
Indebtedness secured thereby does not exceed the lesser of the cost or the fair
market value of such property or assets or improvements at the time of such
acquisition (or construction) and (iii) such security interests do not apply to
any other property or assets of the Borrower or any Consolidated Subsidiary;

            (d) any capitalized lease obligations secured by Liens; provided
that such Liens do not extend to any property of the Borrower or its
Consolidated Subsidiaries other than the property subject to the relevant
capital lease; and

            (e) Indebtedness secured by Liens that are not otherwise permitted
by any of the foregoing provisions of this Section 5.05; provided that, at the
time that any such Indebtedness is incurred or that any such Lien is granted
(and after giving effect thereto), the aggregate outstanding principal amount of
all Indebtedness secured by Liens permitted by this paragraph (e) shall not
exceed 10% of the consolidated
<PAGE>   30
                                                                              26


shareholders equity of the Borrower as of the most recent date for which (i) a
pro forma consolidated balance sheet of the Borrower has been delivered to the
Agent, until the first audited consolidated financial statements of the Borrower
are delivered to the Agent pursuant to Section 5.01(a) or (b) and, thereafter,
(ii) a consolidated balance sheet of the Borrower has been delivered to the
Agent pursuant to Section 5.01(a) or (b), determined in accordance with GAAP.

            SECTION 5.06. Consolidations, Mergers and Sales of Assets. (a) The
Borrower will not consolidate or merge with or into any other corporation or
convey or transfer (or permit the conveyance or transfer of) all or
substantially all of the properties and assets of the Borrower and its
Consolidated Subsidiaries 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,
expressly assumes the performance of the obligations of the Borrower under this
Agreement and all Notes, and (iii) immediately after giving effect to such
transaction, no Default shall exist.

            (b) The Borrower will not, directly or indirectly, convey or
transfer (or permit the conveyance or transfer of) (i) any ownership interest in
ALIC that would result in ALIC ceasing to be a Consolidated Subsidiary of the
Borrower or (ii) all or substantially all of the properties or assets of ALIC;
provided that the foregoing shall not prohibit any such conveyance or transfer
to the Borrower.

            SECTION 5.07. 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 5.08. Compliance with Laws. The Borrower will comply, and
will cause its Consolidated Subsidiaries to comply, in all material respects
with all applicable laws, except where any failure to comply therewith would not
individually or collectively have a material adverse effect on the Borrower's
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 compliance with ERISA, this
Section 5.08 applies to the Borrower and its Consolidated Subsidiaries only in
their respective capacities as employers and not in any other capacity (such as
a fiduciary or service provider to Plans for the benefit of employers of
others).

            SECTION 5.09. Acquisitions. The Borrower will not, and will not
permit any of its Consolidated Subsidiaries to, purchase or acquire (including
pursuant to any merger with any Person that was not a Consolidated Subsidiary
prior to such merger) all or a majority of the outstanding capital stock of or
ownership interests in any other Person (other than a Person that was a
Consolidated Subsidiary prior to such purchase or acquisition), or purchase or
otherwise acquire (in one transaction or a series of transactions) all or
substantially all of the assets of any other Person or any assets of any other
Person constituting a business or business unit; provided that this Section 5.09
shall not prohibit any purchases or
<PAGE>   31
                                                                              27


acquisitions described above so long as the cash consideration therefor is
limited to (a) cash proceeds from Commitment Reduction Events described in
clause (c) of the definition of such term that are being reinvested in
accordance with the first proviso to the definition of the term Net Proceeds and
(b) other cash consideration not exceeding $250,000,000 in the aggregate for all
such purchases and acquisitions.

            SECTION 5.10. Inspection of Property, Books and Records. The
Borrower will keep proper books of record and account in which full, true and
correct entries (in all material respects) in conformity with GAAP shall be made
of all dealings and transactions in relation to its business and activities. The
Borrower will permit representatives of any Bank at such Bank's expense to visit
and inspect the Borrower's financial records and properties, to examine and make
extracts from its books and records and to discuss its affairs and financial
condition with the Borrower's officers and (with the participation of or prior
notice to such officers) independent public accountants, all at such reasonable
times and as often as reasonably requested.

            SECTION 5.11. Payment of Obligations. The Borrower will, and will
cause each of its Consolidated Subsidiaries to, pay its tax liabilities and
other material obligations, before the same shall become delinquent or in
default, except where (a)(i) the validity or amount thereof is being contested
in good faith by appropriate proceedings and (ii) the Borrower or such
Consolidated Subsidiary has set aside on its books adequate reserves with
respect thereto in accordance with GAAP or (b) the failure to make such payments
could not reasonably be expected to have a material adverse effect on the
Borrower's ability to perform its obligations hereunder or on the financial
condition of the Borrower and its Consolidated Subsidiaries, taken as a whole.

                                   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 shall fail to observe or perform any covenant
contained in Sections 5.01(d), 5.03, 5.04 and 5.06;

            (d) the Borrower 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 30 days after written notice thereof has been given to the
Borrower by the Agent at the request of any Bank;

            (e) any representation, warranty, certification or statement made by
the Borrower in this Agreement or in any certificate, financial statement or
other document delivered
<PAGE>   32
                                                                              28



pursuant to this Agreement shall prove to have been incorrect in any material
respect when made (or deemed made);

            (f) the Borrower or any Consolidated Subsidiary shall fail to make
any payment (whether of principal or interest) in respect of any indebtedness
for borrowed money having an outstanding principal amount of $50,000,000 (or its
equivalent in any other currency) or more, when and as the same shall become due
and payable; or any event or condition occurs that results in any outstanding
indebtedness for borrowed money of the Borrower or any Consolidated Subsidiary
having an outstanding principal amount of $100,000,000 (or its equivalent in any
other currency) or more becoming due prior to its scheduled maturity, or that
enables or permits the holder or holders of such indebtedness or any trustee or
agent on its or their behalf to cause such indebtedness to become due prior to
its scheduled maturity;

            (g) the Borrower or any Material Subsidiary shall commence a
voluntary case or other 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 or any Material 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
or any Material Subsidiary under the federal bankruptcy laws as now or hereafter
in effect;

            (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 Borrower; or at any time Continuing
Directors shall not constitute a majority of the board of directors of the
Borrower;

            (j) one or more judgments for the payment of money in an aggregate
amount in excess of $50,000,000 (or its equivalent in any other currency) shall
be rendered against the Borrower, any Consolidated Subsidiary or any combination
thereof and the same shall remain undischarged for a period of 60 consecutive
days during which execution shall not be effectively stayed, or any action shall
be legally taken by a judgment creditor to levy upon assets or properties of the
Borrower or any Consolidated Subsidiary to enforce any such judgment; or
<PAGE>   33
                                                                              29


            (k) a Reportable Event or Reportable Events, or a failure to make a
required installment or other payment (within the meaning of Section 412(n)(1)
of the Internal Revenue Code), shall have occurred with respect to any Plan or
Plans that reasonably could be expected to result in liability of the Borrower
to the PBGC or to a Plan in an aggregate amount exceeding $50,000,000 and,
within 30 days after the reporting of any such Reportable Event to the Agent,
the Agent shall have notified the Borrower in writing that (i) the Required
Banks have made a determination that, on the basis of such Reportable Event or
Reportable Events or the failure to make a required payment, there are
reasonable grounds (A) for the termination of such Plan or Plans by the PBGC,
(B) for the appointment by the appropriate United States District Court of a
trustee to administer such Plan or Plans or (C) for the imposition of liens in
an amount exceeding $25,000,000 in favor of a Plan and (ii) as a result thereof
an Event of Default exists hereunder; or a trustee shall be appointed by a
United States District Court to administer any such Plan or Plans; or the PBGC
shall institute proceedings to terminate any Plan or Plans; 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, 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 under Section 6.01(d) 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
<PAGE>   34
                                                                              30


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), 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; (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 similar writing) reasonably believed by it
to be genuine and 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
<PAGE>   35
                                                                              31


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 on or prior to the first day of any Interest Period for any
Euro-Dollar 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, 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 Euro-Dollar Loans, to convert outstanding Base
Rate Loans into Euro-Dollar Loans or to convert outstanding Euro-Dollar Loans
into Euro-Dollar Loans with a different Interest Period shall be suspended, (ii)
each outstanding Euro-Dollar Loan 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 Euro-Dollar Borrowing for which a Notice of Borrowing has
previously been given that it elects not to borrow on such date, such Borrowing
shall instead be made as a Base Rate Borrowing.

            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
<PAGE>   36
                                                                              32


longer exist, the obligation of such Bank to make Euro-Dollar Loans, or to
convert outstanding Base Rate 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 8.02, 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 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, 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 2.14)
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
Euro-Dollar Loans, its Note (in respect of such Euro-Dollar Loans) or its
obligation to make such Euro-Dollar 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 Euro-Dollar 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
<PAGE>   37
                                                                              33


maintained 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 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.
<PAGE>   38
                                                                              34


            (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 9.01, 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
W8-BEN 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 W8-ECI 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 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
<PAGE>   39
                                                                              35


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 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
<PAGE>   40
                                                                              36


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

                                  MISCELLANEOUS

            SECTION 9.01. 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 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 and the Borrower. All notices from outside the United States to the
Borrower shall only be given by telecopy and all other notices to the Borrower
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 9.02. 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
<PAGE>   41
                                                                              37


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

            SECTION 9.03. 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, 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) the
Spin-Off Transactions or the Merger, (ii) any actual or proposed use of proceeds
of Loans hereunder to acquire equity securities of any other Person or (iii) 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 9.04. 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 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 or (iv) 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 9.05. 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 permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Bank (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void), except as contemplated by Section 5.06. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto and their respective successors and assigns permitted hereby)
any legal or equitable right, remedy or claim under or by reason of this
Agreement.
<PAGE>   42
                                                                              38


            (b) Any Bank may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans at the time owing to it); provided that (i) except
in the case of an assignment to a Bank or an affiliate of a Bank, each of the
Borrower and the Agent must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld, it being understood that it
shall be reasonable for the Borrower to withhold consent if the proposed
assignee does not have an investment grade rating), (ii) except in the case of
an assignment to a Bank or an affiliate of a Bank or an assignment of the entire
remaining amount of the assigning Bank's Commitment, the amount of the
Commitment of the assigning Bank subject to each such assignment (determined as
of the date the assignment and acceptance with respect to such assignment is
delivered to the Agent) shall not be less than $5,000,000 unless each of the
Borrower and the Agent otherwise consent, (iii) each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Bank's rights
and obligations under this Agreement, (iv) the parties to each assignment shall
execute and deliver to the Agent an assignment and acceptance (in a form
reasonably satisfactory to the Agent), together with a processing and
recordation fee of $3,500 (except that such fee shall not be payable in the case
of an assignment by a Bank to one of its affiliates or to another Bank), and (v)
the assignee, if it shall not be a Bank, shall deliver to the Agent an
Administrative Questionnaire; and provided further that any consent of the
Borrower otherwise required under this paragraph shall not be required if an
Event of Default under clause (a), (b), (g) or (h) of Section 6.01 has occurred
and is continuing. Subject to acceptance and recording thereof pursuant to
paragraph (d) of this Section, from and after the effective date specified in
each assignment and acceptance the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such assignment and acceptance,
have the rights and obligations of a Bank under this Agreement, and the
assigning Bank thereunder shall, to the extent of the interest assigned by such
assignment and acceptance, be released from its obligations under this Agreement
(and, in the case of an assignment and acceptance covering all of the assigning
Bank's rights and obligations under this Agreement, such Bank shall cease to be
a party hereto but shall continue to be entitled to the benefits of Sections
2.12, 8.03, 8.05 and 9.03). Any assignment or transfer by a Bank of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Bank of a
participation in such rights and obligations in accordance with paragraph (e) of
this Section.

            (c) The Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices in The City of New York a copy of each
assignment and acceptance delivered to it and a register for the recordation of
the names and addresses of the Banks, and the Commitment of, and principal
amount of the Loans owing to, each Bank pursuant to the terms hereof from time
to time (the "Register"). The entries in the Register shall be conclusive, and
the Borrower, the Agent and the Banks may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Bank hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Bank, at any
reasonable time and from time to time upon reasonable prior notice.
<PAGE>   43
                                                                              39


            (d) Upon its receipt of a duly completed assignment and acceptance
executed by an assigning Bank and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Bank
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Agent shall accept such assignment and acceptance and
record the information contained therein in the Register. No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.

            (e) Any Bank may, without the consent of the Borrower or the Agent,
sell participations to one or more banks or other entities (a "Participant") in
all or a portion of such Bank's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided that (i) such Bank's obligations under this Agreement shall remain
unchanged, (ii) such Bank shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the Agent
and the other Banks shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Bank sells such a participation
shall provide that such Bank shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Bank will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section 9.04
that affects such Participant. Subject to paragraph (f) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.12, 2.14, 8.03 and 8.04 to the same extent as if it were a Bank and
had acquired its interest by assignment pursuant to paragraph (b) of this
Section.

            (f) A Participant shall not be entitled to receive any greater
payment under Section 8.03 or 8.04 than the applicable Bank would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant 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.

            (g) Any Bank may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Bank, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a security
interest shall release a Bank from any of its obligations hereunder or
substitute any such pledgee or assignee for such Bank as a party hereto.

            SECTION 9.06. New York Law. This Agreement shall be construed in
accordance with and governed by the law of the State of New York.

            SECTION 9.07. Counterparts; Integration. This Agreement may be
signed in any number of counterparts, each of
<PAGE>   44
                                                                              40


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 9.08. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, 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>   45
                                                                              41

            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 U.S. HEALTHCARE INC.,

                                        by_____________________________________
                                          Name:________________________________
                                          Title:_______________________________

                                          Aetna U.S. Healthcare Inc.
                                          151 Farmington Avenue, RE6A
                                          Hartford, CT 06156
                                          Attention: Vice President,
                                                     Finance
                                          Telecopier:  (860) 273-1314
                                          Telex:  99 241

                                          with a copy to:

                                          Aetna U.S. Healthcare Inc.
                                          151 Farmington Avenue, RC4A
                                          Hartford, CT 06156
                                          Attention:  General Counsel
                                          Telecopier:  (860) 273-8340
                                          Telex:  99 241

                                         MORGAN GUARANTY TRUST COMPANY OF NEW
                                         YORK, individually and as Agent,

                                        by_____________________________________
                                          Name:________________________________
                                          Title:_______________________________

                                          Morgan Guaranty Trust Company of
                                          New York
                                          60 Wall Street, 5th Floor
                                          New York, NY  10260-0060
                                          Attention:  Maria Dell'aquila,
                                                      Vice President
                                          Telecopier: (212) 648-2291
                                          Telex: 177615 MGT UT or 620106 MGT UW
                                          Email:dellaquila_maria@jpmorgan.com

                                          with a copy to:

                                          Morgan Guaranty Trust Company of
                                          New York
                                          c/o J.P. Morgan Services Inc.
                                          500 Stanton Christiana Road
                                          Newark, DE  19713-2107
                                          Attention:  Nancy Baiz, Associate
                                          Telecopier: (302) 634-1872
                                          Telex: 177425 MBDEL UT
                                          Email: baiz_nancy@jpmorgan.com
<PAGE>   46
                                                                              42

                                         DEUTSCHE BANK AG, NEW YORK AND/OR
                                         CAYMAN ISLANDS BRANCHES,

                                        by_____________________________________
                                          Name:________________________________
                                          Title:_______________________________

                                        by_____________________________________
                                          Name:________________________________
                                          Title:_______________________________

                                        CITIBANK, N.A.,

                                        by_____________________________________
                                          Name:________________________________
                                          Title:_______________________________

                                         BANK ONE, NA (MAIN OFFICE CHICAGO),

                                        by_____________________________________
                                          Name:________________________________
                                          Title:_______________________________

                                        FIRST UNION NATIONAL BANK,

                                        by_____________________________________
                                          Name:________________________________
                                          Title:_______________________________

                                        CREDIT SUISSE FIRST BOSTON,

                                        by_____________________________________
                                          Name:________________________________
                                          Title:_______________________________

                                        by_____________________________________
                                          Name:________________________________
                                          Title:_______________________________
<PAGE>   47
                                                                              43

                                        FLEET NATIONAL BANK,

                                        by_____________________________________
                                          Name:________________________________
                                          Title:_______________________________

                                        WACHOVIA BANK, NA,

                                        by_____________________________________
                                          Name:________________________________
                                          Title:_______________________________


                                        THE BANK OF TOKYO-MITSUBISHI
                                        TRUST COMPANY,

                                        by_____________________________________
                                          Name:________________________________
                                          Title:_______________________________