<PAGE>   1
     


                                                                 

           THIRD AMENDED AND RESTATED CREDIT AGREEMENT


                   dated as of December 5, 1996



                              among


                  DELPHI FINANCIAL GROUP, INC.,


                    THE LENDERS NAMED HEREIN,


                      THE BANK OF NEW YORK,
                  NATIONSBANK, N.A. (SOUTH) and
                       FLEET NATIONAL BANK,


                           as Co-Agents


                               and


                  BANK OF AMERICA NATIONAL TRUST
                     AND SAVINGS ASSOCIATION,

                     as Administrative Agent
                                 

                 Arranged by BA SECURITIES, INC.

                                                                 

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The following Table of Contents has been inserted for convenience
only and does not constitute a part of this Agreement.

                        TABLE OF CONTENTS

                                                             Page

SECTION 1. DEFINITIONS AND ACCOUNTING TERMS. . . . . . . . . .  1
    1.1  Certain Defined Terms . . . . . . . . . . . . . . . .  1
    1.2  Other Definitional Provisions . . . . . . . . . . . . 28
    1.3  Accounting and Financial Determinations . . . . . . . 28

SECTION 2.  THE COMMITMENTS AND THE LOANS. . . . . . . . . . . 29
    2.1  Loan Commitment . . . . . . . . . . . . . . . . . . . 29
    2.2  Types of Loans. . . . . . . . . . . . . . . . . . . . 29
    2.3  Procedure for Borrowing . . . . . . . . . . . . . . . 30
    2.4  Funding Reliance. . . . . . . . . . . . . . . . . . . 31
    2.5  Continuation and Conversion Elections . . . . . . . . 31
    2.6  Repayment of Loans; Restated Notes. . . . . . . . . . 33
    2.7  Loan Accounts; Record Keeping . . . . . . . . . . . . 33

SECTION 3.  INTEREST AND FEES, ETC . . . . . . . . . . . . . . 34
    3.1  Interest Rates. . . . . . . . . . . . . . . . . . . . 34
    3.2  Default Interest Rate . . . . . . . . . . . . . . . . 36
    3.3  Interest Payment Dates. . . . . . . . . . . . . . . . 36
    3.4  Setting and Notice of Rates . . . . . . . . . . . . . 36
    3.5  Computation of Fees and Interest. . . . . . . . . . . 36
    3.6  Fees. . . . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 4.  REDUCTION OR TERMINATION OF THE COMMITMENTS;
                     PAYMENTS AND PREPAYMENTS. . . . . . . . . 38
    4.1  Voluntary Reduction or Termination of the
         Commitments . . . . . . . . . . . . . . . . . . . . . 38
    4.2  Voluntary Prepayments . . . . . . . . . . . . . . . . 38
    4.3  Mandatory Prepayments . . . . . . . . . . . . . . . . 39
    4.4  Mandatory Reduction in the Commitments. . . . . . . . 41
    4.5  Payments by the Borrower. . . . . . . . . . . . . . . 41
    4.6  Sharing of Payments . . . . . . . . . . . . . . . . . 42
    4.7  Setoff. . . . . . . . . . . . . . . . . . . . . . . . 43
    4.8  Net Payments. . . . . . . . . . . . . . . . . . . . . 43

SECTION 5.  CHANGES IN CIRCUMSTANCES . . . . . . . . . . . . . 44
    5.1  Increased Costs . . . . . . . . . . . . . . . . . . . 44
    5.2  Change in Rate of Return. . . . . . . . . . . . . . . 45
    5.3  Basis for Determining Interest Rate Inadequate or
         Unfair. . . . . . . . . . . . . . . . . . . . . . . . 46
    5.4  Changes in Law Rendering Certain Loans Unlawful . . . 47
    5.5  Funding Losses. . . . . . . . . . . . . . . . . . . . 47
    5.6  Right of Lenders to Fund Through Other Offices. . . . 47

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    5.7  Discretion of Lenders as to Manner of Funding . . . . 48
    5.8  Conclusiveness of Statements; Survival of
         Provisions. . . . . . . . . . . . . . . . . . . . . . 48
    5.9  Replacement of Lenders. . . . . . . . . . . . . . . . 48

SECTION 6.  COLLATERAL AND OTHER SECURITY. . . . . . . . . . . 49
    6.1  Borrower. . . . . . . . . . . . . . . . . . . . . . . 49
    6.2  Further Assurances. . . . . . . . . . . . . . . . . . 49

SECTION 7.  REPRESENTATIONS AND WARRANTIES . . . . . . . . . . 50
    7.1   Organization, etc. . . . . . . . . . . . . . . . . . 50
    7.2   Authorization. . . . . . . . . . . . . . . . . . . . 50
    7.3   No Conflict. . . . . . . . . . . . . . . . . . . . . 50
    7.4   Governmental Consents. . . . . . . . . . . . . . . . 51
    7.5   Validity . . . . . . . . . . . . . . . . . . . . . . 51
    7.6   Financial Statements.. . . . . . . . . . . . . . . . 51
    7.7   Material Adverse Change. . . . . . . . . . . . . . . 54
    7.8   Litigation and Contingent Obligations. . . . . . . . 54
    7.9   Liens. . . . . . . . . . . . . . . . . . . . . . . . 54
    7.10  Subsidiaries . . . . . . . . . . . . . . . . . . . . 54
    7.11  Pension and Welfare Plans. . . . . . . . . . . . . . 54
    7.12  Investment Company Act . . . . . . . . . . . . . . . 55
    7.13  Public Utility Holding Company Act . . . . . . . . . 55
    7.14  Margin Regulation. . . . . . . . . . . . . . . . . . 56
    7.15  Collateral . . . . . . . . . . . . . . . . . . . . . 56
    7.16  Taxes. . . . . . . . . . . . . . . . . . . . . . . . 56
    7.17  Accuracy of Information. . . . . . . . . . . . . . . 57
    7.18  Environmental Warranties . . . . . . . . . . . . . . 57
    7.19  Proceeds . . . . . . . . . . . . . . . . . . . . . . 59
    7.20  Insurance. . . . . . . . . . . . . . . . . . . . . . 59
    7.21  Securities Laws. . . . . . . . . . . . . . . . . . . 59
    7.22  Governmental Authorizations. . . . . . . . . . . . . 59
    7.23  Representations in Other Agreements True and
         Correct . . . . . . . . . . . . . . . . . . . . . . . 60
    7.24  Business Locations; Trade Names. . . . . . . . . . . 60
    7.25  Solvency . . . . . . . . . . . . . . . . . . . . . . 60
    7.26  Insurance Licenses.. . . . . . . . . . . . . . . . . 60
    7.27  Reinsurance. . . . . . . . . . . . . . . . . . . . . 61
    7.28  Compliance with Laws . . . . . . . . . . . . . . . . 61
    7.29  No Default . . . . . . . . . . . . . . . . . . . . . 61
    7.30  Pledged Shares . . . . . . . . . . . . . . . . . . . 61
    7.31  Indebtedness Permitted . . . . . . . . . . . . . . . 62
    7.32  Replacement of Schedules . . . . . . . . . . . . . . 62

SECTION 8.  AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . 62
    8.1  Reports, Certificates and Other Information . . . . . 62
    8.2  Corporate Existence; Foreign Qualification. . . . . . 71

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    8.3  Books, Records and Inspections. . . . . . . . . . . . 71
    8.4  Insurance . . . . . . . . . . . . . . . . . . . . . . 71
    8.5  Taxes and Liabilities . . . . . . . . . . . . . . . . 71
    8.6  Pension Plans and Welfare Plans . . . . . . . . . . . 72
    8.7  Compliance with Laws. . . . . . . . . . . . . . . . . 72
    8.8  Maintenance of Permits. . . . . . . . . . . . . . . . 72
    8.9  Environmental Compliance. . . . . . . . . . . . . . . 72
    8.10  Best Rating. . . . . . . . . . . . . . . . . . . . . 73
    8.11  Dividends. . . . . . . . . . . . . . . . . . . . . . 73

SECTION 9.  NEGATIVE COVENANTS . . . . . . . . . . . . . . . . 73
    9.1  Liens . . . . . . . . . . . . . . . . . . . . . . . . 73
    9.2  Consolidation, Merger, etc. . . . . . . . . . . . . . 75
    9.3  Asset Disposition, etc. . . . . . . . . . . . . . . . 76
    9.4  Dividends, etc. . . . . . . . . . . . . . . . . . . . 76
    9.5  Investments . . . . . . . . . . . . . . . . . . . . . 77
    9.6  Other Senior Indebtedness; Subsidiary Senior
         Notes; Trust Documents; Master Letter of Credit
         Agreement . . . . . . . . . . . . . . . . . . . . . . 79
    9.7  Take or Pay Contracts . . . . . . . . . . . . . . . . 79
    9.8  Regulations G and U . . . . . . . . . . . . . . . . . 79
    9.9  Subsidiaries. . . . . . . . . . . . . . . . . . . . . 79
    9.10  Other Agreements . . . . . . . . . . . . . . . . . . 79
    9.11  Business Activities. . . . . . . . . . . . . . . . . 80
    9.12  Change of Location or Name . . . . . . . . . . . . . 80
    9.13  Transactions with Affiliates . . . . . . . . . . . . 81
    9.14  Reinsurance. . . . . . . . . . . . . . . . . . . . . 81
    9.15  Books of Business. . . . . . . . . . . . . . . . . . 82
    9.16  Ownership of RSL, SIG Holdings and Safety
         National. . . . . . . . . . . . . . . . . . . . . . . 82

                 SECTION 10.  FINANCIAL COVENANTS. . . . . . . 82
    10.1  Minimum Surplus. . . . . . . . . . . . . . . . . . . 82
    10.2  Consolidated Equity of the Borrower. . . . . . . . . 82
    10.3  Operating Leverage of RSL. . . . . . . . . . . . . . 83
    10.4  Debt to Capital. . . . . . . . . . . . . . . . . . . 83
    10.5  Risk-Based Capital . . . . . . . . . . . . . . . . . 83
    10.6  Capital Expenditures . . . . . . . . . . . . . . . . 83
    10.7  Cash Coverage Ratio. . . . . . . . . . . . . . . . . 83

SECTION 11.  CONDITIONS. . . . . . . . . . . . . . . . . . . . 84
    11.1  Effectiveness of Agreement; Initial Borrowing. . . . 84
    11.2  Acquisition Loans. . . . . . . . . . . . . . . . . . 86
    11.3  All Loans. . . . . . . . . . . . . . . . . . . . . . 87


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SECTION 12.  EVENTS OF DEFAULT AND THEIR EFFECT
    12.1  Events of Default. . . . . . . . . . . . . . . . . . 88
    12.2  Effect of Event of Default . . . . . . . . . . . . . 91

SECTION 13.  THE ADMINISTRATIVE AGENT. . . . . . . . . . . . . 91
    13.1  Authorization and Action . . . . . . . . . . . . . . 91
    13.2  Liability of the Administrative Agent. . . . . . . . 92
    13.3  BofA NT&SA and Affiliates. . . . . . . . . . . . . . 92
    13.4  Lender Credit Decision . . . . . . . . . . . . . . . 93
    13.5  Indemnification. . . . . . . . . . . . . . . . . . . 93
    13.6  Successor Agents . . . . . . . . . . . . . . . . . . 93
    13.7  Collateral Matters . . . . . . . . . . . . . . . . . 94
    13.8  Co-Agents. . . . . . . . . . . . . . . . . . . . . . 95

SECTION 14.  ASSIGNMENTS AND PARTICIPATIONS. . . . . . . . . . 95
    14.1  Assignments. . . . . . . . . . . . . . . . . . . . . 95
    14.2  Participations . . . . . . . . . . . . . . . . . . . 97
    14.3  Disclosure of Information. . . . . . . . . . . . . . 98
    14.4  Foreign Transferees. . . . . . . . . . . . . . . . . 98

SECTION 15.  MISCELLANEOUS . . . . . . . . . . . . . . . . . . 99
    15.1  Waivers and Amendments . . . . . . . . . . . . . . . 99
    15.2  Notices. . . . . . . . . . . . . . . . . . . . . . .100
    15.3  Regulation U . . . . . . . . . . . . . . . . . . . .101
    15.4  Payment of Costs and Expenses. . . . . . . . . . . .101
    15.5  Indemnity. . . . . . . . . . . . . . . . . . . . . .102
    15.6  Subsidiary References. . . . . . . . . . . . . . . .102
    15.7  Captions . . . . . . . . . . . . . . . . . . . . . .102
    15.8  GOVERNING LAW. . . . . . . . . . . . . . . . . . . .102
    15.9  Counterparts . . . . . . . . . . . . . . . . . . . .102
    15.10  SUBMISSION TO JURISDICTION; WAIVER OF VENUE . . . .103
    15.11  Service of Process. . . . . . . . . . . . . . . . .103
    15.12  Successors and Assigns. . . . . . . . . . . . . . .104
    15.13  WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . .104
    15.14  Replacement of Existing Credit Agreement. . . . . .104


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                      SCHEDULES AND EXHIBITS


SCHEDULES

SCHEDULE 2.1  Lenders and Percentages
SCHEDULE 7.6  Dividends
SCHEDULE 7.8  Litigation & Contingent Obligations
SCHEDULE 7.10 Subsidiaries
SCHEDULE 7.11 ERISA
SCHEDULE 7.16 Taxes
SCHEDULE 7.18 Environmental Matters
SCHEDULE 7.20 Insurance
SCHEDULE 7.24 Business Locations; Trade Names
SCHEDULE 7.26 Licenses
SCHEDULE 7.27 Reinsurance
SCHEDULE 9.1  Liens



EXHIBITS

EXHIBIT A          Form of Restated Note
EXHIBIT B          Form of Notice of Borrowing
EXHIBIT C          Form of Continuation/Conversion Notice
EXHIBIT D     Form of Compliance Certificate
EXHIBIT E-1   Form of Opinion of Chad Coulter, counsel to the
              Borrower and SIG Holdings and general counsel of
              the Reliance Standard Insurance Companies
EXHIBIT E-2   Form of Opinion of Jeffrey Otto, general
                counsel of Safety National
EXHIBIT F          Form of Officer's Certificate (Borrower)
EXHIBIT G          Form of Assignment Agreement
EXHIBIT H          Form of Second Borrower Reaffirmation Agreement
EXHIBIT I          Form of SIG Holdings Reaffirmation Agreement
EXHIBIT J          Form of Preliminary Financing Request
EXHIBIT K          Form of Confidentiality Letter



<PAGE>   7

           THIRD AMENDED AND RESTATED CREDIT AGREEMENT


    THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as
of December 5, 1996 (the "Third Restatement Date"), among DELPHI
FINANCIAL GROUP, INC., a Delaware corporation (herein, called the
"Borrower"), the lenders party hereto (herein, together with any
Eligible Assignees thereof, collectively called the "Lenders" and
each individually called a "Lender"), THE BANK OF NEW YORK,
NATIONSBANK, N.A. (SOUTH) and FLEET NATIONAL BANK, as co-agents
for the Lenders (herein, collectively called the "Co-Agents" and
each individually called a "Co-Agent") and BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION (herein, called "BofA
NT&SA"), as administrative agent for the Lenders (herein in such
capacity, together with any successors thereto in such capacity,
called the "Administrative Agent").


                             Recitals

    WHEREAS, the Borrower, the Administrative Agent, the Co-Agents and 
certain of the Lenders entered into a Second Amended
and Restated Credit Agreement, dated as of December 13, 1995 (as
amended or modified through the date hereof, the "Existing Credit
Agreement"), whereby the Lenders agreed to make revolving loans
to the Borrower in an aggregate principal amount not to exceed
$200,000,000 at any one time;

    WHEREAS, the Borrower, the Administrative Agent, the Co-Agents and the 
Lenders desire to enter into this Agreement in
amendment and restatement of the Existing Credit Agreement,
subject to the terms and conditions contained in this Agreement;

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


           SECTION 1. DEFINITIONS AND ACCOUNTING TERMS

    SECTION 1.1  Certain Defined Terms.  As used in this
Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and
plural forms of the terms defined):

    "Acquired Person" shall mean any Person acquired upon the
consummation of an Acquisition permitted by the terms of this
Agreement.

<PAGE>   8

    "Acquisition" shall mean any transaction or series of
transactions for the purpose of or resulting, directly or
indirectly, in (a) the acquisition of all or substantially all of
the assets of a Person, or of any business or division of a
Person, (b) the acquisition of in excess of 50% of the capital
stock, partnership interests, membership interests or equity
securities (or warrants, options, or other rights to acquire any
of the foregoing) of any Person, or otherwise causing any Person
to become a Subsidiary of the Borrower, or (c) a merger or
consolidation or any other combination of the Borrower or one of
its Subsidiaries with another Person (other than a Person that is
a Subsidiary of the Borrower immediately prior to such merger or
consolidation); provided that the Borrower or such Subsidiary is
the surviving entity, in each case subject to and to the extent
permitted by the terms of this Agreement.

    "Adjusted Capital" shall mean, as to any of the Reliance
Standard Insurance Companies as of any date, the total amount
shown on line 27, page 23, column 1 of the Annual Statement of
each of the Reliance Standard Insurance Companies and, as to
Safety National as of any date, the total amount shown on line
25, page 22, column 1 of the Annual Statement of Safety National,
or, in each case, an amount determined in a consistent manner for
any date other than one as of which an Annual Statement is
prepared.

    "Administrative Agent" - see Preamble.

    "Administrative Agent's Office" shall mean 231 South LaSalle
Street, Chicago, Illinois  60697, or such other address
designated by the Administrative Agent (or any successor agent)
to the Borrower and the Lenders from time to time.

    "Affected Lender" - see Section 5.4.

    "Affiliate" shall mean, as to any Person, any other Person
which, directly or indirectly, owns, holds, controls, is
controlled by or is under common control with such Person
(including all beneficial control as a trustee, guardian or other
fiduciary).  A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or
indirectly, power (a) to vote 10% or more of the securities (on a
fully diluted basis) having ordinary voting power for the
election of directors or managing general partners of such
Person; or (b) to direct or cause the direction of the management
and policies of such Person whether through the ownership of
voting securities, membership interests, by contract or
otherwise.

<PAGE>   9

    "Agreement" shall mean this Third Amended and Restated
Credit Agreement, as the same may be amended or modified from
time to time in whole or in part.

    "Amounts Available for Dividends" shall mean, as to any
Person, the maximum amount of dividends such Person is or
eventually would be permitted to pay without necessitating
approval of the Department under the then-current rules
regulating such dividends whether or not such dividends are taken
at such time.

    "Annual Statement" shall mean, as to any insurance company,
the annual financial statement of such insurance company as
required to be filed with the Department, together with all
exhibits or  schedules filed therewith, prepared in conformity
with SAP.  References to amounts on particular exhibits,
schedules, lines, pages and columns of the Annual Statement are
based on the format promulgated by the NAIC for 1995 Life,
Accident and Health Insurance Company Annual Statements or 1995
Property and Casualty Insurance Company Annual Statements, as
applicable.  If such format is changed in future years so that
different information is contained in such items or they no
longer exist, it is understood that the reference is to
information consistent with that reported in the referenced item
in the 1995 Annual Statement of such insurance company.

    "Applicable Base Rate Margin" - see Section 3.1(d).

    "Applicable Insurance Codes" shall mean, as to any insurance
company, the insurance code of any state where such insurance
company is domiciled or doing insurance business and any
successor statute of similar import, together with the
regulations thereunder, as amended or otherwise modified and in
effect from time to time.  References to sections of the
Applicable Insurance Code shall be construed to also refer to
successor sections.

    "Applicable Offshore Rate Margin" - see Section 3.1(c).

    "Assignment Agreement" - see Section 14.1.

    "Average Life" shall mean, as of the date of determination,
with respect to any Indebtedness, the quotient obtained by
dividing (a) the sum of the products of the numbers of years from
the date of determination to the dates of each successive
scheduled principal payment of such Indebtedness multiplied by
the amount of such scheduled principal payment by (b) the sum of
all such scheduled principal payments.

<PAGE>   10

    "BAI" shall mean Bank of America Illinois, an Illinois
banking corporation.

    "Base Rate" shall mean, for any day, the higher of (a) 0.50%
per annum above the latest Federal Funds Effective Rate and
(b) the rate of interest in effect for such day as publicly
announced from time to time by BofA NT&SA in San Francisco,
California, as its "reference rate."  The "reference rate" is a
rate set by BofA NT&SA based upon various factors including BofA
NT&SA's costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced
rate.  Any change in the reference rate announced by BofA NT&SA
shall take effect at the opening of business on the date
specified in the public announcement of such change.

    "Base Rate Loan" shall mean a Loan that bears interest based
on the Base Rate.

    "BofA NT&SA" - see Preamble.

    "Borrower" - see Preamble.

    "Borrower Pledge Agreement" - see Section 6.1(a).

    "Borrowing" shall mean a borrowing hereunder consisting of
Loans of the same type made to the Borrower on the same day by
the Lenders pursuant to Section 2, and, with respect to Offshore
Rate Loans, having the same Interest Period.

    "Borrowing Date" shall mean any date on which a Borrowing
occurs under Section 2.3.

    "Breakage Costs" - see Section 5.5.

    "Business Day" shall mean any day other than a Saturday,
Sunday or other day on which commercial banks in Chicago, New
York City or San Francisco are authorized or required by law to
close and, if the applicable Business Day relates to any Offshore
Rate Loan, shall mean such a day on which dealings are carried on
in the applicable offshore dollar interbank market.

    "Calculation Period" shall mean, with respect to any ratio
or calculation, the period for which such ratio or calculation is
being calculated.

    "Capital and Surplus" shall mean, as to any of the Reliance
Standard Insurance Companies as of any date, the total amount
shown on line 38, page 3, column 1 of the Annual Statement of

<PAGE>   11

each of the Reliance Standard Insurance Companies and, as to
Safety National as of any date, the total amount shown on line
25, page 3, column 1 of the Annual Statement of Safety National,
or, in each case, an amount determined in a consistent manner for
any date other than one as of which an Annual Statement is
prepared.

    "Capitalized Lease Liabilities" shall mean, with respect to
any Person, all monetary obligations of such Person under any
leasing or similar arrangement which, in accordance with GAAP,
would be classified as a capitalized lease, and, for purposes of
this Agreement, the amount of such obligations shall be the
capitalized amount thereof, determined in accordance with GAAP,
and the stated maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to
the first date upon which such lease may be terminated by the
lessee without payment of a penalty.

    "Cash Coverage Ratio" shall mean, with respect to any
Calculation Period, the ratio of (a) (i) Statutory EBT of RSL,
plus (ii) without duplication, pre-tax income (excluding
interest) of the Borrower and its Subsidiaries, plus (iii)
Amounts Available for Dividends from Safety National to SIG
Holdings, in each case calculated for the four consecutive Fiscal
Quarters immediately preceding the date of calculation with
respect to which information necessary to make such calculation
is then available, plus (iv) cash and Cash Equivalents owned by
the Borrower, the Investment Subsidiaries and the Other
Investment Subsidiaries as of the end of such Calculation Period,
plus (v) the Fixed Income Securities Value as of the end of such
Calculation Period; provided that any cash and Cash Equivalents
and fixed income securities referred to in clauses (iv) and (v)
are free and clear of all Liens (other than Liens in favor of the
Lenders hereunder, if any), to (b) Projected Fixed Charges of the
Borrower and its Subsidiaries for the next succeeding four
consecutive Fiscal Quarters.

    "Cash Equivalents" shall mean (a) securities with maturities
of six (6) months or less from the date of acquisition issued or
fully guaranteed or insured by the United States Government or
any agency thereof, (b) certificates of deposit, eurodollar time
deposits, overnight bank deposits, bankers' acceptances and
repurchase agreements of any Lender or any other commercial bank
whose unsecured long-term debt obligations are rated at least
BBB- by Standard & Poor's or Baa3 by Moody's having maturities of
six (6) months or less from the date of acquisition, and
(c) commercial paper rated at least "A-2" by Standard & Poor's or
"P-2" by Moody's, or carrying an equivalent rating by a

<PAGE>   12

nationally recognized rating agency, if both of the two named
rating agencies cease publishing ratings of investments.

    "CERCLA" shall mean the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended.

    "CERCLIS" shall mean the Comprehensive Environmental
Response Compensation Liability Information System List.

    "Change in Control" shall be deemed to have occurred at such
times as:  (a) the Borrower ceases to own, free and clear of all
Liens (other than Liens created under the Borrower Pledge
Agreement), at least 100% of the outstanding shares of voting
stock and voting power of RSL-Texas on a fully diluted basis
(other than as a result of any (i) merger of RSL-Texas into, or
consolidation of RSL-Texas with, RSL or (ii) liquidation or
dissolution of RSL-Texas whereby all of the capital stock and
other equity interests of RSL owned by RSL-Texas immediately
prior to such liquidation or dissolution are distributed to the
Borrower); (b) the Parent ceases to own at least 51% of the
voting power of the outstanding voting stock of the Borrower on a
fully diluted basis; or (c) individuals who as of the Effective
Date constitute the Borrower's Board of Directors (together with
any new director whose election by the Borrower's Board of
Directors or whose nomination for election by the Borrower's
stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the
beginning of such period or whose election or nomination for
election was previously so approved), for any reason, cease to
constitute a majority of the directors at any time then in
office.

    "Charges" - see Section 4.8.

    "Closing Date" shall mean February 23, 1993.

    "Co-Agents" or "Co-Agent" - see Preamble.

    "Code" shall mean the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder, or, as the
context requires, applicable provisions of prior laws.

    "Collateral" shall mean all of the collateral security
described or provided for in Section 6 together with all property
and/or rights on or in which a Lien is now or hereafter granted
by any Person to the Administrative Agent (or to any agent,
trustee or other party acting on behalf of the Administrative
Agent) for the benefit of the Lenders, pursuant to the Pledge

<PAGE>   13

Agreements or any other instruments or documents provided for
herein or delivered hereunder or in connection herewith.

    "Commitments" - see Section 2.1.

    "Compliance Certificate" - see Section 8.1.5.

    "Consolidated Capital Expenditures" - see Section 10.6.

    "Consolidated Equity" shall mean, with respect to the
Borrower, the sum of (a) stockholders' equity of the Borrower and
its Subsidiaries calculated on a consolidated basis in accordance
with GAAP, but excluding any unrealized gains (losses) on
securities as determined in accordance with FAS 115 and (b) the
component of the capitalization reflected on the Borrower's
consolidated balance sheet constituting Preferred Securities, so
long as such Preferred Securities, the Indebtedness of the
Borrower issued in connection with such Preferred Securities, and
the Contingent Obligation, if any, of the Borrower incurred in
connection with the issuance of the Preferred Securities would
not, in any case, be included as a liability on the Borrower's
consolidated balance sheet in accordance with GAAP.

    "Consolidated Funded Debt" shall mean, without duplication,
the sum of (a) all Borrowings hereunder, (b) all Indebtedness
under the Other Senior Indebtedness, (c) Letters of Credit drawn
and unreimbursed under the Master Letter of Credit Agreement, and
(d) Indebtedness as defined under clauses (a) and (b) of the
definition thereof, all as calculated on a consolidated basis in
accordance with GAAP.

    "Contingent Obligation" shall mean any agreement,
undertaking or arrangement by which any Person guarantees,
endorses or otherwise becomes or is contingently liable upon (by
direct or indirect agreement, contingent or otherwise, to provide
funds for payment, to supply funds to, or otherwise to invest in,
a debtor, or otherwise to assure a creditor against loss), the
debt, obligation or other liability of any other Person (other
than by endorsements of instruments in the course of collection),
or guarantees the payment of dividends or other distributions
upon the shares of any other Person.  The amount of any Person's
obligation under any Contingent Obligation shall (subject to any
limitation set forth therein) be deemed to be the outstanding
principal amount (or maximum outstanding principal amount, if
larger) of the debt, obligation or other liability outstanding
thereunder as to which such Contingent Obligation applies.

    "Continuation/Conversion Date" shall mean any date on which,
under Section 2.5, the Borrower (a) converts Loans of one Type to

<PAGE>   14

another Type, or (b) continues as Offshore Rate Loans of the same
Type, but with a new Interest Period, Offshore Rate Loans having
Interest Periods expiring on such date.

    "Continuation/Conversion Notice" - see Section 2.5(b).

    "Controlled Group" shall mean all members of a controlled
group of corporations and all members of a controlled group of
trades or businesses (whether or not incorporated) under common
control which, together with the Borrower, are treated as a
single employer under section 414(b) or section 414(c) of the
Code or section 4001 of ERISA.  For purposes of this definition,
the term Borrower shall be deemed to include, but not be limited
to, any and all Subsidiaries of the Borrower.

    "Debt to Capital Ratio" shall mean, at any date of
determination, the ratio of (a) Consolidated Funded Debt to
(b)(i) Consolidated Funded Debt, plus (ii) Consolidated Equity of
the Borrower.

    "Default" shall mean any condition or event, which has not
been cured or waived, which constitutes an Event of Default or
which with the giving of notice or lapse of time or both would
become an Event of Default.

    "Department" see Section 7.6(a)(i).

    "Disposition" - see Section 4.3(a).

    "Dollars" and the sign "$" shall mean lawful money of the
United States of America.

    "Effective Date" shall mean the date on which all conditions
precedent set forth in Section 11 are satisfied or waived by all
Lenders or with respect to the payment of any fee payable
hereunder, waived by the Person entitled to receive such payment.

    "Eligible Assignee" shall mean any bank (including, without
limitation, any Federal Reserve Bank), insurance company, pension
fund, mutual fund, investment fund or other financial
institution.

    "Environmental Claims" shall mean all claims, complaints,
notices or inquiries by any Governmental Authority or other
Person alleging potential liability or responsibility for
violation of any Environmental Law, or for release or injury to
the environment or threat to public health, personal injury
(including sickness, disease or death), property damage, natural
resources damage, or otherwise alleging liability or

<PAGE>   15

responsibility for damages (punitive or otherwise), cleanup,
removal, remedial or response costs, restitution, civil or
criminal penalties, injunctive relief, or other type of relief,
resulting from or based upon the presence, placement, discharge,
emission or release (including intentional or unintentional,
negligent or non-negligent, sudden or non-sudden, accidental or
non-accidental, placement, spills, leaks, discharges, emissions
or releases) of any Hazardous Material at, in, or from property,
whether or not owned by any of the Borrower or any of the
Borrower's Subsidiaries.

    "Environmental Laws" shall mean all federal, state or local
laws, statutes, common law duties, rules, regulations,
ordinances, codes and guidelines (including common law, consent
decrees and administrative orders), together with all
administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any
Governmental Authorities, in each case relating to environmental,
health, safety and land use matters; including, without
limitation, CERCLA, the Clean Air Act, the Federal Water
Pollution Control Act of 1972, the Solid Waste Disposal Act, the
Federal Resource Conservation and Recovery Act, the Toxic
Substances Control Act, and the Emergency Planning and Community
Right-to-Know Act. 

    "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.

    "Eurocurrency Reserve Percentage" shall mean, for any day
for any Interest Period, the maximum reserve percentage
(expressed as a decimal, rounded upward to the next 1/100th of
1%) in effect on such day (whether or not applicable to any
Lender) under regulations issued from time to time by the FRB for
determining the maximum reserve required (including any
emergency, supplemental or other marginal reserve requirement)
with respect to Eurocurrency funding (currently referred to as
"Eurocurrency liabilities").  Without limiting the effect of the
foregoing, the Eurocurrency Reserve Percentage shall reflect any
other reserves required to be maintained by the Administrative
Agent against (a) any category of liabilities that includes
deposits by reference to which the Offshore Rate (Reserve
Adjusted) is to be determined, or (b) any category of extensions
of credit or other assets that includes Offshore Rate Loans.  For
purposes of this Agreement, any Offshore Rate Loans hereunder
shall be deemed to be "Eurocurrency liabilities," as defined in
Regulation D, and, as such, shall be deemed to be subject to such
reserve requirements without the benefit of, or credit for,
proration, exceptions or offsets which may be available to the
Administrative Agent from time to time under Regulation D.  The

<PAGE>   16

Offshore Rate (Reserve Adjusted) shall be adjusted automatically
as to all Offshore Rate Loans then outstanding as of the
effective date of any change in the Eurocurrency Reserve
Percentage.

    "Event of Default" - see Section 12.1.

    "Existing Credit Agreement" - see first recital.

    "Existing Revolving Loans" shall mean the Revolving Loans
made by the Lenders under the Existing Credit Agreement and
evidenced by the Existing Revolving Notes.

    "Existing Revolving Notes" shall mean the promissory notes
in favor of the Lenders evidencing the Revolving Loans under the
Existing Credit Agreement.

    "Fair Market Value" shall mean with respect to any publicly-
traded security the average closing price for such security on
the largest exchange on which such security is traded (or if not
traded on an exchange, then the average of the closing bid and
ask prices quoted over-the-counter) over the ten trading days
(exclusive of "ex-dividend" and similar dates) prior to the date
of the determination (as such prices are reported in The Wall
Street Journal (Midwest Edition) or if not so reported, in any
nationally recognized financial journal or newspaper).

    "FAS" shall mean any statement or pronouncement of the
Financial Accounting Standards Board.

    "Federal Funds Effective Rate" shall mean, for any day, the
rate set forth in the weekly statistical release designated as
H.15(519), or any successor publication, published by the Federal
Reserve Bank of New York (including any such successor,
"H.15(519)") for the preceding Business Day opposite the caption
"Federal Funds (Effective)"; or, if for any relevant day such
rate is not so published for any such preceding Business Day, the 
rate for such day will be the arithmetic mean as determined by
the Administrative Agent of the rates for the last transaction in
overnight Federal funds arranged prior to 8:00 a.m. (Chicago
time) on that day by each of three leading brokers of Federal
funds transactions in New York City selected by the
Administrative Agent.

    "Fiscal Quarter" or "FQ" shall mean any fiscal quarter of a
Fiscal Year.

    "Fiscal Year" or "FY" shall mean any period of twelve
consecutive calendar months ending on December 31; references to

<PAGE>   17

a Fiscal Year with a number corresponding to any calendar year
(e.g., the "1995 Fiscal Year") refer to the Fiscal Year ending on
December 31 occurring during such calendar year.

    "Fixed Income Securities Value" shall mean the sum of
(a) ninety-five percent (95%) of the Fair Market Value of the
Borrower's, the Investment Subsidiaries' and the Other Investment
Subsidiaries' publicly-traded fixed income securities
constituting Investment Grade Securities, plus (b) seventy
percent (70%) of the Fair Market Value of the Borrower's, the
Investment Subsidiaries' and the Other Investment Subsidiaries'
publicly-traded fixed income securities which are not Investment
Grade Securities and which are rated at least "BB-" by Standard &
Poor's or "Ba3" by Moody's.

    "FRB" shall mean the Board of Governors of the Federal
Reserve System, and any Governmental Authority succeeding to any
of its principal functions.

    "FRSL" shall mean First Reliance Standard Life Insurance
Company, a New York insurance company.

    "GAAP" means generally accepted accounting principles set
forth from time to time in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the
U.S. accounting profession), which are applicable to the
circumstances as of the date of determination.

    "Governmental Authority" shall mean any nation or
government, any state or other political subdivision thereof, and
any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government, and any corporation or other entity owned or
controlled, through stock or capital ownership or otherwise, by
any of the foregoing.

    "Hazardous Material" shall mean:  (a) any "hazardous
substance," as defined by CERCLA; (b) any "hazardous waste," as
defined by the Resource Conservation and Recovery Act, as
amended; (c) any petroleum product; or (d) any pollutant or
contaminant or hazardous, dangerous or toxic chemical, material
or substance within the meaning of any other applicable federal,
state or local law, regulation or ordinance (including consent
decrees and administrative orders binding upon the Borrower or
any of its Subsidiaries) relating to or imposing liability or
standards of conduct concerning any hazardous, toxic or dangerous

<PAGE>   18

waste, substance or material, all as amended or hereafter
amended.

    "IBOR" shall mean, with respect to any Interest Period, the
rate of interest per annum determined by the Administrative Agent
as the rate at which dollar deposits in the approximate amount of
BAI's Offshore Rate Loan for such Interest Period would be
offered by BofA NT&SA's Grand Cayman Branch, Grand Cayman B.W.I.
(or such other office as may be designated for such purpose by
BofA NT&SA), to major banks in the offshore dollar interbank
market at their request at approximately 10:00 A.M. (Chicago
time) two (2) Business Days prior to the commencement of such
Interest Period.

    "IMR/AVR" shall mean, as to any of the Reliance Standard
Insurance Companies at a particular date, the interest
maintenance reserve of such Reliance Standard Insurance
Companies, computed in accordance with SAP as reported on line
11.4, page 3, column 1 of the Annual Statement, plus the asset
valuation reserve of such Reliance Standard Insurance Companies,
computed in accordance with SAP as reported on line 24.1, page 3,
column 1 of the Annual Statement.

    "Income Taxes" shall mean any Taxes in which the base is
measured by net income.

    "Indebtedness" shall mean, with respect to any Person at any
date, without duplication:  (a) all obligations of such Person
for borrowed money or in respect of loans, (b) all obligations of
such Person evidenced by bonds, debentures, notes or other
similar instruments; (c) all obligations in respect of letters of
credit, whether or not drawn, and bankers' acceptances issued for
the account of such Person; (d) all Capitalized Lease Liabilities
of such Person; (e) all Interest Rate and Currency Exchange
Agreement Obligations of such Person; (f) all obligations of such
Person secured by a contractual Lien; (g) all trade payables of
such Person; (h) as to the Borrower only, all other items
(exclusive of negative goodwill) which, in accordance with GAAP,
would be included as liabilities on the liability side of the
balance sheet of such Person; (i) whether or not so included as
liabilities in accordance with GAAP, all obligations of such
Person to pay the deferred purchase price of property or
services, and Indebtedness secured by a Lien on property owned or
being purchased by such Person (including Indebtedness arising
under conditional sales or other title retention agreements)
whether or not such Indebtedness shall have been assumed by such
Person or is limited in recourse; (j) any Indebtedness of another
Person secured by a Lien on any assets of such first Person,
whether or not such Indebtedness is assumed by such first Person;

<PAGE>   19

(k) any Indebtedness of a partnership in which such Person is a
general partner; and (l) all Contingent Obligations of such
Person whether or not in connection with the foregoing; provided,
that Indebtedness of any Person shall not include Permitted
Transactions of such Person; and provided, further, that to the
extent the calculation of the consolidated Indebtedness of any
Person would include both the amount of any Contingent Obligation
of such Person and the amount of the underlying Indebtedness to
which such Contingent Obligation relates, such calculation shall
be made including such amount only once.

    "Indemnified Parties" - see Section 15.5.

    "Indenture" shall mean the Indenture, dated as of October 8,
1993, between the Borrower and Fleet National Bank (successor to
Shawmut Bank Connecticut, N.A.), as trustee, as the same may be
amended from time to time in accordance with the terms of this
Agreement.

    "Interest Payment Date" shall mean, as to any Offshore Rate
Loan, the last day of each Interest Period applicable to such
Loan and each date such Loan is converted into another Type of
Loan and, as to any Base Rate Loan, the last Business Day of each
calendar month; provided, however, that if any Interest Period
for an Offshore Rate Loan exceeds three months, the date that
falls three months after the beginning of such Interest Period
and after each Interest Payment Date thereafter is also an
Interest Payment Date.

    "Interest Period" shall mean, as to any Offshore Rate Loan,
the period commencing on the Borrowing Date of such Loan or on
the Continuation/Conversion Date on which such Loan is converted
into or continued as an Offshore Rate Loan, and ending on the
date one, two, three or six months thereafter as selected by the
Borrower in its Notice of Borrowing or Continuation/Conversion
Notice; provided that:

         (a)  if any Interest Period would otherwise end on a
    day that is not a Business Day, such Interest Period shall
    be extended to the following Business Day unless the result
    of such extension would be to carry such Interest Period
    into another calendar month, in which event such Interest
    Period shall end on the preceding Business Day;

         (b)  any Interest Period that begins on
    the last 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) 

<PAGE>   20

    shall end on the last Business Day of the calendar month at
    the end of such Interest Period; and

         (c)  no Interest Period for any Loan shall extend
    beyond the Revolver Termination Date.

    "Interest Rate and Currency Exchange Agreement Obligations"
shall mean, with respect to any Person, all net liabilities of
such Person under interest rate swap agreements, foreign currency
exchange agreements, interest rate cap agreements, interest rate
collar agreements, options or futures contracts or agreements or
arrangements related to interest rates or currency exchange
rates.

    "Invested Assets" shall mean, as to any of the Reliance
Standard Insurance Companies as of any date, the amount reported
on line 10A, page 2, column 1 of the Annual Statement of each of
the Reliance Standard Insurance Companies and, as to Safety
National as of any date, the amount reported on line 8A, page 2,
column 1 of the Annual Statement of Safety National, or, in each
case, an amount determined in a consistent manner for any date
other than one as of which an Annual Statement is prepared.  

    "Investment" shall mean, as to any Person, any investment in
any Person, whether by means of share purchase, capital
contribution, loan, time deposit or otherwise (other than
investments by separate accounts of the Reliance Standard
Insurance Companies in the ordinary course of business).

    "Investment Grade Preferred Stocks" shall mean preferred
stocks which are rated at least "NAIC P2" by the NAIC, "BBB-" by
Standard & Poor's, "baa3" by Moody's, "BBB-" by Fitch Investor
Services, Inc., "BBB-" by Duff & Phelps Credit Rating Co., Inc.,
or carrying an equivalent rating by a nationally recognized
rating agency, if each of the named rating agencies cease
publishing ratings of investments.

    "Investment Grade Securities" shall mean non-equity
securities which are rated at least "NAIC 2" by the NAIC, "BBB-"
by Standard & Poor's, "Baa3" by Moody's, "BBB-" by Fitch Investor
Services, Inc., "BBB-" by Duff & Phelps Credit Rating Co., Inc.,
or carrying an equivalent rating by a nationally-recognized
rating agency, if each of the named rating agencies cease
publishing ratings of investments.

    "Investment Subsidiaries" shall mean the Investment
Subsidiaries as such term is defined in the Master Letter of
Credit Agreement.


<PAGE>   21

    "LC Administrative Agent" shall mean the Administrative
Agent as such term is defined in the Master Letter of Credit
Agreement.

    "LC Liabilities" shall mean the Liabilities as such term is
defined in the Master Letter of Credit Agreement.

    "LC Obligations" shall mean the LC Obligations as such term
is defined in the Master Letter of Credit Agreement.

    "Lenders" or "Lender" - see Preamble.

    "Lending Office" shall mean, with respect to any Lender, any
office designated by such Lender in its sole discretion beneath
its signature hereto (or in an Assignment Agreement) or otherwise
from time to time by written notice to the Borrower and the
Administrative Agent, as a Lending Office for purposes hereunder. 
A Lender may designate separate Lending Offices for the purposes
of making, maintaining or continuing Base Rate Loans or Offshore
Rate Loans and, with respect to Offshore Rate Loans, such Lending
Office may be a foreign branch or an Affiliate of such Lender or
such Lender's holding company.

    "Letters of Credit" shall mean the Letters of Credit as such
term is defined in the Master Letter of Credit Agreement.

    "Liabilities" shall mean all obligations of the Borrower
and/or any of its Subsidiaries to the Lenders, the Administrative
Agent or the Arranger, howsoever created, arising or evidenced,
whether direct or indirect, joint or several, absolute or
contingent, or now or hereafter existing, or due or to become
due, which arise out of or in connection with this Agreement, the
Notes, if any, or the other Related Documents.

    "Licenses" - see Section 7.26; individually, a "License".

    "Lien" shall mean any security interest, mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or other), claim or other priority or preferential
arrangement of any kind or nature whatsoever.

    "Limited Partnership" shall mean an entity in which any
Person holds a Limited Partnership Investment.

    "Limited Partnership Investments" shall mean, as to any
Person, Investments in limited partnership interests by such
Person in partnerships with general partners other than the
Borrower or its Affiliates (other than Investments by separate
accounts of the Reliance Standard Insurance Companies in such

<PAGE>   22

limited partnership interests in the ordinary course of
business).

    "Litigation" shall mean any litigation (including, without
limitation, any governmental proceeding or arbitration
proceeding), tax audit or investigative proceeding, claim,
lawsuit, and/or investigation pending or threatened against or
involving the Borrower, any of its Subsidiaries or other
Affiliates or any of its or their businesses or operations.

    "Loan(s)" - see Section 2.1.

    "Master Letter of Credit Agreement" shall mean that certain
Master Letter of Credit Agreement, dated as of December 31, 1993,
as amended, among the Borrower, the Investment Subsidiaries, the
lenders party thereto, and BofA NT&SA (as successor to
Continental Bank) as administrative agent, as the same may be
further amended or modified from time to time as permitted by
this Agreement.

    "Material Adverse Change" or "Material Adverse Effect" shall
mean any change, event, action, condition or effect which
individually or in the aggregate (a) impairs the validity or
enforceability of this Agreement, the Notes, if any, or any other
Related Document, or (b) subjects any officer of the Borrower or
any of its Subsidiaries to criminal liability which could
reasonably be expected to materially and adversely affect the
Borrower, any of the Reliance Standard Insurance Companies or
Safety National or the Borrower and its Subsidiaries taken as a
whole, or (c) materially and adversely affects the consolidated
business, operations, prospects or financial condition of the
Borrower and its Subsidiaries taken as a whole, or (d) impairs
the ability of the Borrower or any of its Subsidiaries to perform
their respective obligations under this Agreement and the Related
Documents.

    "Material Litigation" or "Material Litigation Development"
shall mean any Litigation, or development in any Litigation, as
the case may be (a) which involves this Agreement, any Related
Document or other transactions contemplated hereby or thereby, or
(b) which could reasonably be expected to have a Material Adverse
Effect.

    "Moody's" shall mean Moody's Investors Service, Inc. and any
successor thereto.

    "Multiemployer Pension Plan" shall mean a multiemployer plan
as defined in section 4001(a)(3) of ERISA with respect to which

<PAGE>   23

the Borrower or any other Controlled Group member is or has,
within the preceding six years, been required to contribute.

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

    "Net Income" shall mean, for any Person for any Calculation
Period, the net income (or loss) of such Person for such
Calculation Period as determined in accordance with GAAP.

    "Net Proceeds" shall mean, with respect to any Disposition
or Sale by any Person, the aggregate amount of cash and readily
marketable Cash Equivalents received by such Person in respect of
such Disposition or Sale minus the sum of (a) reasonable costs
and expenses (including costs of discontinuance and Taxes other
than Income Taxes) incurred in connection with such Disposition
or Sale and required to be paid in cash and (b) the estimated
Income Tax to be paid by such Person in connection with such
Disposition or Sale.  Upon calculation of Net Proceeds, the
Borrower shall deliver to the Administrative Agent an accounting
(a copy of which shall promptly be delivered to the Lenders by
the Administrative Agent) of the items deducted from the cash or
Cash Equivalents related to such Disposition or Sale pursuant to
clauses (a) and (b).  For purposes of this definition, the Net
Proceeds received by any Person in respect of any Disposition or
Sale shall include such cash or Cash Equivalents as may be
received ("subsequent cash proceeds") by such Person at any time
or from time to time, when such subsequent cash proceeds are
actually received, in connection with the sale, transfer, lease
or other disposition, or otherwise in respect of any
consideration other than cash or readily marketable Cash
Equivalents received by such Person in respect of such
Disposition or Sale, less the estimated Income Tax to be paid in
connection with the receipt of such subsequent cash proceeds that
were not theretofore deducted in computing Net Proceeds.

    "1995 Annual Statements" - see Section 7.6(a)(ii).

    "1996 Quarterly Statements" - see Section 7.6(a)(ii).

    "Non-Use Fee" - see Section 3.6(b).

    "Note Exchange Agreement" shall mean that certain Note
Exchange Agreement, dated as of December 30, 1993, between RSL
and the Trust pursuant to which RSL acquired the Trust Notes from
the Trust and transferred the Subsidiary Senior Notes to the
Trust in exchange for the Trust Notes, as the same may be amended
or modified from time to time as permitted by this Agreement.


<PAGE>   24

    "Notes" shall mean the promissory notes in favor of the
Lenders, each substantially in the form of Exhibit A, with blanks
appropriately completed in conformity herewith, evidencing the
Loans, together with any promissory notes issued and accepted by
any of the Lenders in replacement of or substitution therefor.

    "Notice of Borrowing" shall mean a notice in substantially
the form of Exhibit B hereto.

    "Offshore Rate Loans" shall mean any portion of the Loans
which bears interest at a rate determined by reference to the
Offshore Rate (Reserve Adjusted).

    "Offshore Rate (Reserve Adjusted)" shall mean, for any
Interest Period, with respect to Offshore Rate Loans comprising
part of the same Borrowing, the rate of interest per annum
(rounded upward to the next 1/100th of 1%) determined by the
Administrative Agent as follows:

    Offshore Rate     =                 IBOR                  
    (Reserve Adjusted)  1.00 - Eurocurrency Reserve Percentage

The Offshore Rate (Reserve Adjusted) shall be adjusted
automatically as to all Offshore Rate Loans then outstanding as
of the effective date of any change in the Eurocurrency Reserve
Percentage.

    "Original Surplus Debentures" shall mean the Surplus
Debentures of RSL-Texas, each dated November 6, 1987, in the
original principal amounts of $160,000,000 and $35,000,000,
respectively, which Surplus Debentures will be replaced by the
Surplus Debenture.

    "Other Investment Subsidiaries" shall mean DFG Corporation,
a Delaware corporation, APDEL LLC, a Delaware limited liability
company, and such other Subsidiaries of the Borrower from time to
time which are engaged primarily in making Investments for their
own account; provided that to the extent required under the
Borrower Pledge Agreement the capital stock of any such
Subsidiary has been pledged to the Administrative Agent and the
Administrative Agent has a first priority perfected Lien with
respect thereto.

    "Other Senior Indebtedness" shall mean, collectively, the
Senior Notes and the SIG Notes.

    "Parent" shall mean Rosenkranz & Company, a New York limited
partnership.


<PAGE>   25

    "Payment Date" shall mean the date of each payment in each
calendar year as set forth in Section 2.6, or, if any such day is
not a Business Day, the next succeeding Business Day.

    "Pension Plan" shall mean a Single Employer Pension Plan, or
a Multiemployer Pension Plan to which the Borrower or any other
Controlled Group member may have liability.

    "Percentage" shall mean, relative to any Lender, the
percentage set forth opposite such Lender's name on Schedule 2.1
(or set forth in an Assignment Agreement, as such Percentage may
be adjusted from time to time pursuant to Assignment Agreement(s)
executed by such Lender and its Eligible Assignee) and delivered
pursuant to Section 14.1.

    "Permitted Liens" - see Section 9.1.

    "Permitted Transactions" shall mean (a) transactions in
which an investor sells U.S. Government Securities or mortgage-backed 
securities, including, without limitation, securities
issued by the Government National Mortgage Association and the
Federal Home Loan Mortgage Corporation, while simultaneously
contracting to repurchase "substantially the same" (as determined
by the Public Securities Association and GAAP) securities for a
later settlement, (b) transactions in which an investor lends
cash to a primary dealer and the primary dealer collateralizes
the borrowing of the cash with certain securities,
(c) transactions in which an investor lends securities to a
primary dealer and the primary dealer collateralizes the
borrowing of the securities with cash collateral, and
(d) transactions in which an investor makes loans of securities
to a broker dealer under an agreement requiring such loans to be
continuously secured by cash collateral or U.S. Government
Securities.

    "Person" shall mean any individual, sole proprietorship,
partnership, limited liability company, limited liability
partnership, joint venture, trust, unincorporated organization,
association, corporation, institution, public benefit
corporation, entity or government (whether federal, state,
county, city, municipal or otherwise, including, without
limitation, any instrumentality, division, agency, body or
department thereof).

    "Pledge Agreements" shall mean, collectively, the Borrower
Pledge Agreement and the Subsidiary Pledge Agreement.

    "Preferred Securities" shall mean preferred securities
issued by a limited liability company, business trust or similar

<PAGE>   26

entity, all of the common securities of which are owned by the
Borrower and which is formed solely for the purpose of issuing
such preferred securities and investing the proceeds of such
issuance in debt securities of the Borrower; provided that the
Borrower's repayment obligations under such debt securities shall
be subordinated to the Liabilities on terms satisfactory to the
Required Lenders.

    "Process Agent" - see Section 15.11.

    "Projected Fixed Charges" shall mean, as to any Person for
any period, (a) the scheduled principal amount payable on
Consolidated Funded Debt of such Person for such period, plus
(b) interest expense on Consolidated Funded Debt of such Person
for such period (assuming that for purposes of calculating the
Cash Coverage Ratio pursuant to Section 10.7 the interest rate on
Consolidated Funded Debt of the Borrower and its Subsidiaries as
of the date for which such calculation is made shall be deemed to
be the interest rate applicable to such Consolidated Funded Debt
for the next succeeding four consecutive Fiscal Quarters, as such
interest rate may be effectively adjusted for all or part of such
period pursuant to any contracts, agreements or other
arrangements under which Interest Rate and Currency Exchange
Agreement Obligations have been or may be incurred), plus (c)
dividends declared or required to be paid for such period on the
capital stock of such Person (other than dividends payable in
capital stock of such Person), plus (d) dividends declared or
required to be paid for such period on any Preferred Securities.

    "Proposal Letter" shall mean that certain proposal letter,
sent to the Borrower on October 23, 1996, by BofA NT&SA and
accepted by the Borrower.

    "Qualification" shall mean, with respect to any certificate
covering any financial statements, a qualification to such
certificate or financial statements (such as a "subject to" or
"except for" statement therein) (a) resulting from a limitation
on the scope of examination of such financial statements or the
underlying data, (b) as to the capability of the Person whose
financial statements are certified to continue operations as a
going concern, or (c) which could be eliminated by changes in
financial statements or notes thereto covered by such certificate
(such as by the creation of or increase in a reserve or a
decrease in the carrying value of assets) and which if so
eliminated by the making of any such change and after giving
effect thereto would occasion a Default; provided, that neither
of the following shall constitute a Qualification:  (i) a
consistency exception relating to a change in accounting
principles with which the independent public accountants for the

<PAGE>   27

Person whose financial statements are being certified have
concurred; or (ii) a qualification relating to the outcome or
disposition of threatened Litigation, pending Litigation being
contested in good faith, pending or threatened claims or
contingencies which cannot be determined with sufficient
certainty to permit such financial statements to be qualified.

    "Reference Departments" shall mean the Department of the
State of Illinois, in the case of RSL, the State of Missouri, in
the case of Safety National, the State of New York, in the case
of FRSL and the State of Texas, in the case of RSL-Texas.

    "Regulation D" shall mean Regulation D (or any successor
regulation) promulgated by the FRB as from time to time in
effect.

    "Regulation G" shall mean Regulation G (or any successor
regulation) promulgated by the FRB as from time to time in
effect.

    "Regulation U" shall mean Regulation U (or any successor
regulation) promulgated by the FRB as from time to time in
effect.

    "Reinsurance Agreements" shall mean any agreement, contract,
treaty, certificate or other arrangement (other than a Surplus
Relief Reinsurance Agreement) by which any of the Reliance
Standard Insurance Companies or Safety National agrees to
transfer or cede to another insurer all or part of the liability
assumed or assets held by any one of the Reliance Standard
Insurance Companies or Safety National under a policy or policies
of insurance or under a reinsurance agreement assumed by any one
of the Reliance Standard Insurance Companies.  Reinsurance
Agreements shall include, but not be limited to, any agreement,
contract, treaty, certificate or other arrangement (other than a
Surplus Relief Reinsurance Agreement) which is treated as such by
the applicable Department or Reference Department.

    "Related Documents" shall mean the Notes, if any, the Pledge
Agreements, the Surplus Debenture, the Tax Sharing Agreements,
the Second Borrower Reaffirmation Agreement, the SIG Holdings
Reaffirmation Agreement and any and all other documents or
instruments furnished or required to be furnished pursuant to
Section 6 or Section 11, as the same may be amended or modified
from time to time.

    "Release" shall mean a "release," as such term is defined in
CERCLA.


<PAGE>   28

    "Reliance Standard Insurance Companies" shall mean RSL-Texas, RSL and FRSL.

    "Replaced Lender" - see Section 5.9.

    "Replacement Lender" - see Section 5.9.

    "Reportable Event" shall have the meaning assigned to such
term in section 4043 of ERISA, except such term shall not include
any event as to which the requirement of giving thirty days
notice to the Pension Benefit Guaranty Corporation or any
successor thereto has been waived.

    "Required Lenders" shall mean Lenders having at least 51% of
the Commitments, or if the Commitments have terminated or
expired, 51% of the aggregate Loans outstanding at such time.

    "Responsible Officer" shall mean, in the case of any
corporate Person, any of the following officers of such Person: 
the chief executive officer, the president; the chief financial
officer; the chief operating officer; the chief investment
officer; the general counsel, the secretary; the treasurer or any
vice president and, in the case of a partnership, any of the
foregoing officers of its general partner.  If any of the titles
of the preceding officers of such corporate Person are changed
after the date hereof, the term "Responsible Officer" shall
thereafter mean any officer performing substantially the same
functions as are presently performed by one or more of the
officers listed in the first sentence of this definition.

    "Restated Facility Amount" - see Section 2.1.

    "Revolver Termination Date" shall mean the earlier of  
(a) April 1, 2003 or (b) the date of termination in whole of the
Commitments pursuant to Section 4.1, 4.3, 4.4 or 12.2.

    "Risk Assets" shall mean fixed income securities which are
not Investment Grade Securities, common stock (other than capital
stock of the Federal Home Loan Bank of Pittsburgh), preferred
stock which is not an Investment Grade Preferred Stock, mortgage
loans (other than mortgage loans meeting the definition of U.S.
Government Securities) and real estate (other than the property
known as 2501 Parkway, Philadelphia, Pennsylvania or any other
building and site at which RSL's primary administrative offices
may be located and the property known as 2043 Woodland Parkway,
St. Louis, Missouri or any other building and site at which
Safety National's primary administrative office may be located);
provided, however that the term "Risk Assets" shall not in any
case include Investments in the Borrower or its Subsidiaries.

<PAGE>   29

    "Risk-Based Capital" shall mean, with respect to any
insurance company, the ratio of Adjusted Capital of such
insurance company to the Company Action Level of such insurance
company (as determined by the NAIC or the applicable Reference
Department).  In the event that there is a conflict between the
Risk-Based Capital formulas adopted by the NAIC and the
applicable Reference Department, the calculation of the Reference
Department shall govern.

    "RSL" shall mean Reliance Standard Life Insurance Company,
an Illinois insurance company.

    "RSL-Texas" shall mean Reliance Standard Life Insurance
Company of Texas, a Texas insurance company.

    "Safety National" shall mean Safety National Casualty
Corporation, a Missouri insurance corporation.

    "Sale" - see Section 4.3(b).

    "SAP" shall mean, as to any insurance company, the statutory
accounting practices prescribed or permitted by the Reference
Department.

    "Second Borrower Reaffirmation Agreement" - see Section
11.1.4.

    "Senior Notes" shall mean the $85,000,000 original principal
amount of 8% Senior Notes due 2003 issued by the Borrower
pursuant to the Indenture, as such notes may be amended or
modified in accordance with the terms of this Agreement.

    "SIG Acquisition" shall mean the acquisition by SIG Holdings
of all of the outstanding capital stock of the Missouri
corporation known as SIG Holdings, Inc. and, indirectly, Safety
National pursuant to the terms of the SIG Merger Agreement.

    "SIG Acquisition Documents" shall mean the SIG Merger
Agreement, the SIG Stockholders Agreement, and the other
agreements, documents and instruments pursuant to which the SIG
Acquisition is consummated, as the same may be amended or
modified in accordance with this Agreement.

    "SIG Holdings" shall mean SIG Holdings, Inc., a Delaware
corporation, formerly known as SIG Holdings Acquisition Corp.

    "SIG Holdings Reaffirmation Agreement" - see Section 6.1(d).


<PAGE>   30

    "SIG Merger Agreement" shall mean that certain Agreement and
Plan of Merger, dated as of October 5, 1995, among a Missouri
corporation known as SIG Holdings, Inc., the Borrower and SIG
Holdings, whereby such Missouri corporation was merged with and
into SIG Holdings with SIG Holdings being the surviving
corporation under the laws of the State of Delaware.

    "SIG Note Agreement" shall mean that certain SIG Note
Agreement, dated as of May 20, 1994, among SIG Holdings and the
Purchasers named in Schedule I thereto, as the same may be
amended or modified in accordance with the terms of this
Agreement.

    "SIG Notes" shall mean the $45,000,000 original principal
amount 8.50% Senior Secured Notes due May 20, 2003 issued
pursuant to the SIG Note Agreement and assumed by SIG Holdings,
as such notes may be amended or modified in accordance with the
terms of this Agreement.

    "SIG Pledge Agreement" shall mean that certain Pledge
Agreement, dated as of May 20, 1994, between SIG Holdings and The
Chase Manhattan Bank, N.A., as collateral agent, as the same may
be amended or modified in accordance with the terms of this
Agreement.

    "SIG Stockholders Agreement" shall mean that certain
Stockholders Agreement, dated as of October 5, 1995, among the
individuals named therein and the Borrower.

    "Single Employer Pension Plan" shall mean a pension plan as
such term is defined in section 3(2) of ERISA, other than a
multiemployer plan as defined in section 4001(a)(3) of ERISA, to
which the Borrower or any other Controlled Group member may have
liability, including any liability by reason of having been a
substantial employer within the meaning of section 4063 of ERISA
at any time during the preceding five years, or by reason of
being deemed to be a contributing sponsor under section 4069 of
ERISA.

    "Solvent", as to any Person on a particular date, shall mean
that on such date (a) the fair value of the property of such
Person is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of such
Person, (b) the present fair salable value of the assets of such
Person is not less than the amount that will be required to pay
the probable liabilities of such Person on its debts as they
become absolute and matured, (c) such Person is able to realize
upon its assets and pay its debts and other obligations,
Contingent Obligations and other commitments as they mature in

<PAGE>   31

the normal course of business, (d) such Person does not intend
to, and does not believe that it will, incur debts or liabilities
beyond such Person's ability to pay as such debts and liabilities
mature, (e) such Person is not engaged in business or a
transaction, and is not about to engage in business or a
transaction, for which such Person's property would constitute
unreasonably small capital after giving due consideration to the
prevailing practice in the industry in which such Person is
engaged and (f) such Person has not made any transfer or incurred
any obligation, with the intent to hinder, delay or defraud
either present or future creditors of such Person.  For the
purposes of this definition, in computing the amount of any
Contingent Obligation at any time, it is intended that such
Contingent Obligation will be computed at the amount which, in
light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become
an actual or matured liability.

    "Standard & Poor's" shall mean Standard & Poor's Ratings
Services, a division of The McGraw Hill Corporation, Inc., and
any successor thereto.

    "Statutory EBT" shall mean, as to any of the Reliance
Standard Insurance Companies as of any date, the amount reported
on line 29, page 4, column 1 of the Annual Statement of each of
the Reliance Standard Insurance Companies and, as to Safety
National as of any date, the amount reported on line 14B, page 4,
column 1 of the Annual Statement of Safety National, or, in each
case, an amount determined in a consistent manner for any date
other than one as of which an Annual Statement is prepared.

    "Statutory Financial Statements" - see Section 7.6(a)(i).

    "Statutory Liabilities" shall mean, as to any of the
Reliance Standard Insurance Companies as of any date, the amount
reported on line 28, page 3, column 1 of the Annual Statement of
each of the Reliance Standard Insurance Companies and, as to
Safety National as of any date, the amount reported on line 21,
page 3, column 1 of the Annual Statement of Safety National, or,
in each case, an amount determined in a consistent manner for any
date other than one as of which an Annual Statement is prepared.

    "Subsidiary" shall mean, as to any Person, any corporation,
partnership, limited liability company, limited liability
partnership, joint venture, trust, association or other
unincorporated organization (other than a limited partnership in
which such Person acts solely as a limited partner) of which or
in which such Person and such Person's Subsidiaries own directly
or indirectly an aggregate of more than 50% of (a) the combined

<PAGE>   32

voting power of all classes of stock having general voting power
under ordinary circumstances to elect a majority of the board of
directors, if it is a corporation, (b) the capital interest or
partnership interest, if it is a partnership, joint venture or
similar entity, or (c) the beneficial interest, if it is a trust,
association or other unincorporated organization; provided,
however that the term "Subsidiary" shall not refer to any Person
whose equity interests are held solely by the separate accounts
of the Reliance Standard Insurance Companies in the ordinary
course of business.

    "Subsidiary Pledge Agreement" shall mean that certain
Subsidiary Pledge Agreement, dated as of March 5, 1996, between
SIG Holdings and the Administrative Agent, as the same may be
amended or modified from time to time.

    "Subsidiary Senior Notes" shall mean, collectively, the
senior notes of the Investment Subsidiaries originally issued to
RSL and acquired by the Trust pursuant to the terms of the Note
Exchange Agreement, as the same may be amended or modified from
time to time as permitted by this Agreement.

    "Surplus Debenture" shall mean the Surplus Debenture of RSL-Texas, dated 
December 1, 1996 or such later date as required by
the Texas Department, in the original principal amount of
$58,000,000, as the same may be amended or modified in accordance
with this Agreement, a certified copy of which will be delivered
to the Administrative Agent (which shall deliver copies to the
Lenders) upon execution.

    "Surplus Relief Reinsurance Agreements" shall mean any
agreement whereby any of the Reliance Standard Insurance
Companies or Safety National assumes or cedes business under a
reinsurance agreement that would be considered a "financing-type"
reinsurance agreement as determined in accordance with the
Statement of Financial Accounting Standards 113 or any successor
thereto.

    "Tax Claim" - see Section 8.1.23.

    "Tax Returns and Reports" shall mean all returns, reports
and information required to be filed with any Governmental
Authority with regard to Taxes.

    "Tax Sharing Agreements" shall mean that certain Tax
Preparation and Allocation Agreement, dated February 7, 1990,
between RSL and RSL-Texas, and that certain Tax Preparation and
Allocation Agreement, dated April 4, 1990, among the Borrower and
its Subsidiaries party thereto, as amended, certified copies of

<PAGE>   33

which have been delivered to the Administrative Agent, and any
other similar agreement entered into by the Borrower, any of the
Reliance Standard Insurance Companies or Safety National from
time to time with the approval of the Administrative Agent, as
such agreements may be amended or modified or superseded from
time to time as permitted by this Agreement.

    "Taxes" or "Tax" shall mean all taxes of any nature
whatsoever and however denominated, including, without
limitation, retaliatory, income, premium, withholding, guaranty
fund and similar assessments, excise, import, governmental fees,
duties and all other charges, as well as additions to tax,
penalties and interest thereon, imposed by any Governmental
Authority.

    "Third Restatement Date" shall mean the date of this
Agreement as set forth in the Preamble.

    "Transferee" - see Section 14.3.

    "Trust" shall mean the Amherst Financial Trust, an Illinois
trust formed pursuant to the Trust Agreement.

    "Trust Agreement" shall mean that certain Trust Agreement,
dated as of December 30, 1993, between RSL and the Trustee, as
the same may be amended or modified from time to time as
permitted by this Agreement.

    "Trust Documents" shall mean the Note Exchange Agreement,
the Trust Agreement, the Subsidiary Senior Notes, the Trust Notes
and the Trust Note Guaranties, as the same may be amended or
modified from time to time as permitted by this Agreement.

    "Trust Note Guaranties" shall mean, collectively, the
guaranty of each Subsidiary Senior Note made by the Borrower and
each of the Investment Subsidiaries (other than the primary
obligor on such note) in favor of the Trust, as the same may be
amended or modified from time to time as permitted by this
Agreement.

    "Trust Notes" shall mean the senior notes of the Trust
issued to RSL pursuant to the terms of the Note Exchange
Agreement, as the same may be amended or modified from time to
time pursuant to this Agreement.

    "Trustee" shall mean the Trustee as such term is defined in
the Master Letter of Credit Agreement.


<PAGE>   34

    "Type(s) of Loans" or "Type" - see Section 2.2.  The various
Types of Loans under this Agreement are as follows:  Base Rate
Loans and Offshore Rate Loans.

    "UCC" shall mean the Uniform Commercial Code or comparable
statute or any successor statutes thereto, as in effect from time
to time in the relevant jurisdiction.

    "U.S. Government Securities" shall mean obligations of, or
obligations guaranteed as to principal and interest by, the
United States Government or any agency or instrumentality
thereof.

    "Welfare Plan" shall mean a "welfare plan," as such term is
defined in section 3(1) of ERISA.

    SECTION 1.2  Other Definitional Provisions.

         (a)  All terms defined in this Agreement shall have the
    above-defined meanings when used in any Related Document, or
    any certificate, report or other document made or delivered
    pursuant to this Agreement, unless the context therein shall
    clearly otherwise require.

         (b)  The words "hereof," "herein,"
    "hereunder" and similar terms when used in this
    Agreement shall refer to this Agreement as a
    whole and not to any particular provision of
    this Agreement.

         (c)  The words "amended or modified" when used in this
    Agreement or any Related Document shall mean with respect to
    this Agreement or any Related Document such document as from
    time to time, in whole or in part, amended, modified,
    supplemented, restated, refinanced, refunded or renewed.

         (d)  In the computation of periods of time in this
    Agreement from a specified date to a later specified date,
    the word "from" means "from and including" and the words
    "to" and "until" each means "to but excluding."

    SECTION 1.3  Accounting and Financial Determinations.  For
purposes of this Agreement, unless otherwise specified, all
accounting terms used herein or in any Related Document shall be
interpreted, all accounting determinations and computations
hereunder or thereunder shall be made, and all financial

<PAGE>   35

statements required to be delivered hereunder or thereunder shall
be prepared, in accordance with GAAP.


            SECTION 2.  THE COMMITMENTS AND THE LOANS

    SECTION 2.1  Loan Commitment.  Subject to the terms and
conditions of this Agreement and relying on the representations
and warranties herein set forth, each of the Lenders, severally
and for itself alone, agrees to make loans (herein, collectively,
called "Loans" and individually called a "Loan") to the Borrower
on a revolving basis from time to time from the Effective Date
until the Revolver Termination Date in such Lender's Percentage
of such aggregate amounts as the Borrower may from time to time
request from all Lenders.  The aggregate principal amount of
Loans which any Lender shall be committed to have outstanding to
the Borrower shall not at any one time exceed the amount set
forth opposite such Lender's name on Schedule 2.1 hereto.  The
aggregate principal amount of all Loans which shall be committed
to be outstanding hereunder to the Borrower shall not at any one
time exceed $200,000,000 (or such reduced amount as may be fixed
pursuant to Section 2.6, 4.1, 4.4 or 12.2) (the "Restated
Facility Amount").  The foregoing commitment of each Lender is
herein called its "Commitment" and, collectively, called the
"Commitments".

         Notwithstanding anything in the foregoing to the
contrary, the aggregate principal amount of all Loans outstanding
at any time shall not exceed $102,000,000 plus up to $98,000,000
(or such reduced amount as may be fixed pursuant to Section 2.6,
4.1, 4.4 or 12.2); provided that such additional $98,000,000
shall be used solely for the purposes permitted by the
immediately following sentence (it being acknowledged that, as of
the date hereof, Loans representing $47,000,000 of such
additional amount have been used for the purpose described in
clause (i) of such sentence and remain outstanding).  To effect
the foregoing, $98,000,000 of the Commitments shall be set aside
and reserved for the following uses, and may not be borrowed by
the Borrower for any purpose other than:  (i) to pay the
consideration in connection with the acquisition, construction or
improvement of property, or the acquisition of shares of stock or
other equity interests by the Borrower to the extent permitted by
this Agreement, the Indenture and the SIG Note Agreement and/or
(ii) to redeem the SIG Notes in full.

    SECTION 2.2  Types of Loans.  The Loans shall be denominated
as Base Rate Loans or Offshore Rate Loans (each being herein
called a "Type" of Loan), as the Borrower shall specify in the
related Notice of Borrowing or Continuation/Conversion Notice

<PAGE>   36

pursuant to Section 2.3 or Section 2.5.  Base Rate Loans and
Offshore Rate Loans may be outstanding at the same time;
provided, that (a) in the case of Offshore Rate Loans, not more
than five (5) different Interest Periods shall be outstanding at
any one time for all such Loans, and (b) unless any applicable
amounts are paid pursuant to Section 5.5, the Borrower shall
specify Types of Loans and Interest Periods such that no payment
or prepayment of any principal on any Loan shall result in an
interruption of any Interest Period.

    SECTION 2.3  Procedure for Borrowing.

         (a)  Each Borrowing shall be made upon the Borrower's
irrevocable written notice (or by telephone promptly confirmed in
writing) delivered to the Administrative Agent in the form of a
Notice of Borrowing (which notice must be received by the
Administrative Agent prior to 11:00 a.m. (Chicago time) (i) three
(3) Business Days prior to the requested Borrowing Date, in the
case of Offshore Rate Loans, and (ii) on the requested Borrowing
Date, in the case of Base Rate Loans, specifying:

                   (A)  the amount of such Borrowing, which
         shall be in an aggregate minimum amount of $1,000,000
         or any larger integral multiple thereof in excess
         thereof;

                   (B)  the requested Borrowing Date, which
         shall be a Business Day;

                   (C)  the Type of Loans comprising such
         Borrowing; and

                   (D)  with respect to any Borrowing comprised
         of Offshore Rate Loans, the duration of the Interest
         Period applicable to such Loans included in such
         notice.  If any Notice of Borrowing fails to specify
         the duration of the Interest Period for any Borrowing
         comprised of Offshore Rate Loans, such Interest Period
         shall be three (3) months; provided that no Interest
         Period shall extend beyond the Revolver Termination
         Date.

         (b)  The Administrative Agent will promptly notify each
Lender of its receipt of any Notice of Borrowing and of the
amount of such Lender's Percentage of that Borrowing.

         (c)  Each Lender will make the amount of its Percentage
of each Borrowing available to the Administrative Agent for the
account of the Borrower at the Administrative Agent's Office by

<PAGE>   37

1:00 p.m. (Chicago time) on the Borrowing Date requested by the
Borrower in funds immediately available to the Administrative
Agent.  The proceeds of all such Loans will then be made
available to the Borrower by the Administrative Agent by wire
transfer in accordance with written instructions provided to the
Administrative Agent by the Borrower of like funds as received by
the Administrative Agent.

    SECTION 2.4  Funding Reliance.  Unless the Administrative
Agent shall have been notified by telephone, confirmed in
writing, by any Lender by 11:30 a.m., Chicago time, on the 
relevant Borrowing Date that such Lender will not make available
the amount which would constitute its Percentage of the related
Borrowing, the Administrative Agent may assume, subject to the
satisfactory fulfillment by the Borrower of the applicable
conditions precedent set forth in Section 11, that such Lender
shall make such amount available to the Administrative Agent and,
in reliance upon such assumption the Administrative Agent may
(but shall not be required to) make available to the Borrower a
corresponding amount.  If and to the extent that such Lender
shall not make such amount available to the Administrative Agent,
such Lender and the Borrower severally agree to repay the
Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date
the Administrative Agent made such amount available to the
Borrower to the date such amount is repaid to the Administrative
Agent, (a) if repaid by the Borrower, at the interest rate
applicable at the time to the Type of Loans comprising such
Borrowing and (b) if repaid by a Lender, at the Federal Funds
Effective Rate.

    SECTION 2.5  Continuation and Conversion Elections.

         (a)  As to any Loans comprising a Borrowing, the
Borrower may, upon irrevocable written notice to the
Administrative Agent in accordance with clause (b) below:

              (i)  elect, as of any Business Day, in the case of
    Base Rate Loans, or as of the last day of the applicable
    Interest Period, in the case of Offshore Rate Loans, to
    convert any such Loans (or any part thereof in an amount not
    less than $1,000,000, or that is in an integral multiple
    thereof in excess thereof) into any other Type of Loans; or

              (ii)  elect, as of the last day of the applicable
    Interest Period, to continue any Offshore Rate Loans having
    Interest Periods expiring on such day (or any part thereof
    in an amount not less than $1,000,000, or that is in an
    integral multiple thereof in excess thereof);

<PAGE>   38

provided, that if at any time the aggregate amount of Offshore
Rate Loans in respect of any Borrowing is reduced, by payment,
prepayment, or conversion of part thereof to be less than
$1,000,000, such Offshore Rate Loans shall automatically convert
into Base Rate Loans, and on and after such date the right of the
Borrower to continue such Loans as, and convert such Loans into,
Offshore Rate Loans, as the case may be, shall terminate.

         (b)  The Borrower shall deliver a Continuation/
Conversion Notice in substantially the form of Exhibit C (a
"Continuation/Conversion Notice") to be received by the
Administrative Agent not later than 11:00 a.m. (Chicago time) at
least (i) three Business Days in advance of the Continuation/
Conversion Date, if the Loans are to be converted into or
continued as Offshore Rate Loans, and (ii) one Business Day in
advance of the Continuation/Conversion Date, if the Loans are to
be converted into Base Rate Loans, specifying:

                   (A)  the proposed Continuation/Conversion
         Date;

                   (B)  the aggregate amount of Loans to be
         converted or renewed;

                   (C)  the Type of Loans resulting from the
         proposed conversion or continuation; and

                   (D)  in the case of the continuation of
         Offshore Rate Loans or conversions into Offshore Rate
         Loans, the duration of the requested Interest Period.

         (c)  If upon the expiration of any Interest Period
applicable to Offshore Rate Loans, the Borrower has failed to
select timely a new Interest Period to be applicable to such 
Offshore Rate Loans, the Borrower shall be deemed to have elected
to convert such Offshore Rate Loans into Base Rate Loans
effective as of the expiration date of such Interest Period.

         (d)  The Administrative Agent will promptly notify each
Lender of its receipt of a Continuation/Conversion Notice, or, if
no timely notice is provided by the Borrower, the Administrative
Agent will promptly notify each Lender of the details of any
automatic conversion to Base Rate Loans.  All conversions and
continuations shall be made ratably according to the respective
outstanding principal amounts of the Loans held by each Lender
with respect to which the notice was given.


<PAGE>   39

         (e)  Unless the Required Lenders otherwise consent,
during the existence of a Default, the Borrower may not elect to
have a Loan converted into or continued as an Offshore Rate Loan.

         (f)  After giving effect to any conversion or
continuation of Loans, there may not be more than five (5)
different Interest Periods in effect for all Loans hereunder.

    SECTION 2.6  Repayment of Loans; Restated Notes.  The
outstanding principal amount of the Loans shall be payable (and
the Borrower agrees to pay such Loans) on each Payment Date,
commencing with the Payment Date occurring on the dates set forth
below to and including the Revolver Termination Date, in an
amount sufficient to reduce the outstanding principal amount of
the Loans plus any unused Commitments to the principal amount set
forth opposite the Payment Date set forth below:

                                       Maximum Outstanding
         Payment Date                  Loans              

         October 1, 1999               $180,000,000
         October 1, 2000               $150,000,000
         October 1, 2001               $110,000,000
         October 1, 2002               $ 60,000,000
         April 1, 2003                 $     0

On each Payment Date, the Commitments shall be correspondingly
and permanently reduced in accordance with Section 4.4.  The
Loans of each Lender shall be payable (and the Borrower agrees to
pay all such Loans) on the Revolver Termination Date. 
Notwithstanding any other provision contained in this Agreement
to the contrary, any repayment of the Loans pursuant to this
Section 2.6 shall be deemed to first repay the principal amount
of Loans used to consummate acquisitions, construction or
improvement of property or the acquisition of stock and other
equity interests permitted under this Agreement (including,
without limitation, any Acquisition).

    SECTION 2.7  Loan Accounts; Record Keeping.  (a)  The Loans
made by each Lender shall be evidenced by one or more loan
accounts or records maintained by such Lender in the ordinary
course of business and the Administrative Agent.  The loan
accounts or records maintained by the Administrative Agent and
each Lender shall be conclusive absent manifest error of the
amount and date of the Loans made by the Lenders to the Borrower
and the interest and payments thereon; provided, that in the
event of a conflict between information recorded by the
Administrative Agent and any Lender as to such Lender's Loans,
the records of the Administrative Agent, absent manifest error,

<PAGE>   40

shall control.  Any failure to so record or any error in doing so
shall not, however, limit or otherwise affect the obligations of
the Borrower hereunder, including, without limitation, the
obligation to pay any amount owing with respect to the Loans.

         (b)  Upon the request of any Lender made through the
Administrative Agent, the Loans made by such Lender may be
evidenced by one or more Notes, instead of loan accounts.  Any
Lender under the Existing Credit Agreement that requests a Note
under this Agreement pursuant to the immediately preceding
sentence shall receive such Note in exchange for and replacement
of any Restated Revolving Note executed and delivered to such
Lender by the Borrower under the Existing Credit Agreement.  Each
such Lender shall endorse on the schedules annexed to its Note(s)
the date, amount and maturity of each Loan made by it and the
amount of each payment of principal made by the Borrower with
respect thereto.  Each such Lender is irrevocably authorized by
the Borrower to endorse its Note(s) and each Lender's record
shall be conclusive absent manifest error with respect to such
endorsement; provided, however, that the failure of a Lender to
make, or an error in making, a notation thereon with respect to
any Loan shall not limit or otherwise affect the obligations of
the Borrower hereunder or under any such Note to such Lender.


               SECTION 3.  INTEREST AND FEES, ETC.

    SECTION 3.1  Interest Rates.  With respect to each Loan, the
Borrower hereby promises to pay interest on the unpaid principal
amount thereof for the period commencing on the date of such Loan
until such Loan is paid in full, as follows:

         (a)  At all times while such Loan or any portion
    thereof is a Base Rate Loan, at a rate per annum equal to
    the Base Rate from time to time in effect plus the
    Applicable Base Rate Margin.

         (b)  At all times while such Loan or any portion
    thereof is an Offshore Rate Loan, at a rate per annum equal
    to the Offshore Rate (Reserve Adjusted) from time to time in
    effect plus the Applicable Offshore Rate Margin.

         (c)  For purposes hereof, the applicable Offshore Rate
    margin ("Applicable Offshore Rate Margin") shall be
    determined based on the Debt to Capital Ratio and the higher
    of the then current rating of the Senior Notes by Moody's
    and Standard & Poor's, all in the manner reflected in the
    chart below, or, if each of the 

<PAGE>   41

    named rating agencies cease rating the Senior Notes,
    carrying an equivalent rating by a nationally recognized
    rating agency.  If the Senior Notes are defeased, repaid or
    otherwise not rated, then the applicable rating will be that
    of any other unsecured Indebtedness issued by the Borrower
    and rated by any of the foregoing rating agencies as
    provided in the immediately preceding sentence.  If, for
    purposes of such chart, the ratings of any nationally
    recognized rating agency other than Moody's or Standard &
    Poor's become applicable, the rating of such agency shall be
    incorporated by reference into such chart as if set forth
    therein.  If neither Moody's nor Standard & Poor's nor any
    other nationally recognized rating agency rates the Senior
    Notes or such other unsecured Indebtedness of the Borrower,
    the pricing shown below in the far right column will be
    applicable.  Any adjustment in the Applicable Offshore Rate
    Margin as a result of a change in the Debt to Capital Ratio
    shall be effective upon receipt by the Administrative Agent
    of a Compliance Certificate pursuant to Section 8.1.5 (a
    copy of which shall promptly be delivered to the Lenders by
    the Administrative Agent) setting forth the calculation of
    such Debt to Capital Ratio, and any adjustment in the
    Applicable Offshore Rate Margin as a result of a change in
    the rating of the Senior Notes or such other unsecured
    Indebtedness, if applicable, by Moody's, Standard & Poor's
    or such other nationally recognized rating agency shall be
    effective as of the effective date of the change in such
    rating; provided that, notwithstanding the foregoing, in no
    event will the Applicable Offshore Rate Margin or the
    Applicable Base Rate Margin (as determined below) be reduced
    at any time when a Default has occurred and is continuing.

                 Applicable Offshore Rate Margin


                                   Rating
                   --------------------------------------------
                                                   Below
Debt to Capital    BBB/Baa2     BBB-/     BB+/     BB+/Ba1 or
Ratio              or above     Baa3      Ba1      Not Rated
---------------    -------    --------   -------   ----------

>= .45               .550%      .700%     1.000%      1.375%

> .35 but < .45      .500%      .625%      .875%      1.125%

<= .35               .450%      .500%      .750%      1.000%




<PAGE>   42

(d) For purposes hereof, the applicable Base Rate margin
("Applicable Base Rate Margin") shall be equal to the greater of
(i) the Applicable Offshore Rate Margin (as determined above)
minus 1.00% or (ii) zero (0); provided that any change in the
Applicable Base Rate Margin shall be determined in the same
manner as set forth in clause (c) above with respect to a change
in the Applicable Offshore Rate Margin.

    SECTION 3.2  Default Interest Rate.  Notwithstanding the
provisions of Section 3.1, in the event that any Default shall
occur, the Borrower hereby promises to pay, upon demand therefor
by the Administrative Agent, interest on the unpaid principal
amount of the Loans (and interest thereon to the extent permitted
by law) for the period commencing on the date of such Default
until such Loans are paid in full or such Default is cured or
waived in accordance with Sections 12.2 and 15.1 at a rate per
annum equal to the Base Rate from time to time in effect (but not
less than the Base Rate as at such date of demand), plus the
Applicable Base Rate Margin, plus 2% per annum.

    SECTION 3.3  Interest Payment Dates.  Interest on each Loan
shall be paid in arrears on each Interest Payment Date.  Interest
shall also be paid on the date of any prepayment of Offshore Rate
Loans under Section 4.1, 4.2 or 4.3 for the portion of the Loans
so prepaid and upon payment (including prepayment) in full
thereof and during the existence of any Default, interest shall
be paid on demand of the Administrative Agent at the request or
with the consent of the Required Lenders.  After the Revolver
Termination Date (by acceleration or otherwise), accrued interest
on the Loans shall be payable on demand.

    SECTION 3.4  Setting and Notice of Rates.  The applicable 
Offshore Rate shall be determined by the Administrative Agent. 
Each determination of the applicable Offshore Rate shall be
conclusive and binding upon the parties hereto, in the absence of
demonstrable error.  If the Administrative Agent is unable to
determine such a rate, the provisions of Section 5.3 shall apply. 
The Administrative Agent shall, upon written request of the
Borrower or any Lender, deliver to the Borrower or such Lender a
statement showing the computations used by the Administrative
Agent in determining any applicable Offshore Rate hereunder.

    SECTION 3.5  Computation of Fees and Interest.  Fees and
interest on Offshore Rate Loans shall be computed for the actual
number of days elapsed on the basis of a 360-day year, and
interest on Base Rate Loans shall be computed for the actual
number of days elapsed on the basis of a 365-day year.  Each
determination of an interest rate by the Administrative Agent

<PAGE>   43

shall be conclusive and binding on the Borrower and the Lenders
in the absence of manifest error.

    SECTION 3.6  Fees.  The Borrower agrees to pay the following
fees (all such fees being nonrefundable):  

         (a)  The Borrower agrees to pay the fees set forth in
    the Proposal Letter for the sole benefit of the
    Administrative Agent; 

         (b)  Without duplication, the Borrower agrees to pay to
    the Administrative Agent, for the benefit of the Lenders
    ratably according to their respective Percentages, a non-use
    fee ("Non-Use Fee") on the average daily unused Commitments,
    payable quarterly in arrears on the last Business Day of
    each Fiscal Quarter (commencing with the first such date
    occurring after the Effective Date for the period from the
    Effective Date through and including such date) and on the
    Revolver Termination Date at a rate per annum equal to an
    amount determined based on the higher of the then current
    rating of the Senior Notes by Moody's and Standard & Poor's,
    all in the manner reflected in the chart below, or, if each
    of the named rating agencies cease rating the Senior Notes,
    carrying an equivalent rating by a nationally recognized
    rating agency.  If the Senior Notes are defeased, repaid or
    otherwise not rated, then the applicable rating will be that
    of any other unsecured Indebtedness issued by the Borrower
    and rated by any of the foregoing rating agencies as
    provided in the immediately preceding sentence.  If, for
    purposes of such chart, the ratings of any nationally
    recognized rating agency other than Moody's or Standard &
    Poor's become applicable, the rating of such agency shall be
    incorporated by reference into such chart as if set forth
    therein.  If neither Moody's nor Standard & Poor's nor any
    other nationally recognized rating agency rates the Senior
    Notes or such other unsecured Indebtedness of the Borrower,
    the Non-Use Fee shown below in the far right column will be
    applicable.  Any adjustment in the Non-Use Fee as a result
    of a change in the rating of the Senior Notes or such other
    unsecured Indebtedness, if applicable, by Moody's, Standard
    & Poor's or such other nationally recognized rating agency
    shall be effective as of the effective date of the change in
    such rating; provided that, notwithstanding the foregoing,
    in no event will the Non-Use Fee be reduced at any time when
    a Default has occurred and is continuing.

<PAGE>   44

                                    Rating
                  ------------------------------------------
                                                  Below
                  BBB/Baa2     BBB-/      BB+     BB+/Ba1 or
                  or above     Baa3       Ba1     Not Rated
                  --------     -----     -----    ----------

Non-Use Fee        .150%       .175%     .250%      .325%



     SECTION 4.  REDUCTION OR TERMINATION OF THE COMMITMENTS;
                     PAYMENTS AND PREPAYMENTS

    SECTION 4.1  Voluntary Reduction or Termination of the
Commitments.  The Borrower may from time to time prior to the
Revolver Termination Date on at least three (3) Business Days'
prior written or telephonic notice (promptly confirmed in
writing) received by the Administrative Agent (which shall
promptly advise each Lender thereof) permanently reduce the
amount of the Commitments (such reduction to be pro rata among
the Lenders according to their respective Percentages) to an
amount not less than the aggregate unpaid principal amount of the
Loans then outstanding.  Any such reduction shall be in an
aggregate amount of $2,000,000 or an integral multiples of
$500,000 in excess thereof.  The Borrower may at any time on at
least thirty (30) Business Days' prior written notice permanently
terminate the Commitments upon payment in full of the Loans (and
any fees or interest accrued thereon) and all other Liabilities.

    SECTION 4.2  Voluntary Prepayments.  The Borrower may from
time to time prepay the Loans in whole or in part; provided, that
(a) the Borrower shall give the Administrative Agent (which shall
promptly advise each Lender) not less than two (2) Business Days'
prior written or telephonic notice (promptly confirmed in
writing) thereof, specifying the date and amount of prepayment,
(b) unless any prepayment of Offshore Rate Loans shall be
accompanied by any amounts to be paid with respect thereto
pursuant to Section 5.5, Offshore Rate Loans shall be prepaid
only on the last day of the Interest Period relating thereto,
(c) each partial prepayment shall be in a principal amount of
$1,000,000 or in integral multiples of $100,000 in excess thereof
and (d) any prepayment of Offshore Rate Loans shall include
accrued interest to the date of prepayment on the amount so
prepaid.  Any prepayment of the Loans pursuant to this Section
4.2 shall be deemed to first repay the principal amount of Loans
used to consummate acquisitions, construction or improvement of
property or the acquisition of stock and other equity interests
permitted under this Agreement (including, without limitation,
any Acquisition).

<PAGE>   45

    SECTION 4.3  Mandatory Prepayments.  The Borrower shall make
mandatory prepayments of the Loans as follows:

         (a)  If, on any date, the Borrower or any of its
    Subsidiaries shall sell, assign, lease, transfer,
    contribute, convey, issue or otherwise dispose of, or grant
    options, warrants or other rights with respect to, any of
    its assets (any of the foregoing being a "Disposition"),
    other than a Disposition (i) permitted under Section 9.2,
    (ii) permitted under Section 9.3, or (iii) to the Borrower
    or its directly owned Subsidiaries, and such Disposition
    results in Net Proceeds in excess of $200,000, the Borrower
    shall promptly notify the Administrative Agent (which shall
    promptly notify the Lenders) of such Disposition, including
    the amount of Net Proceeds received by the Borrower or any
    Subsidiary in respect of such Disposition (and the amount
    and other type of consideration so received) and an amount
    equal to such Net Proceeds shall be promptly applied after
    the receipt from time to time of such Net Proceeds to repay
    the outstanding principal of the Loans (together with any
    interest accrued thereon).  To the extent the Net Proceeds
    of any such Disposition exceeds the amount of the Loans then
    outstanding (together with any interest accrued thereon),
    or, at the time of such Disposition, the Loans shall have
    been paid in full, such Net Proceeds shall be applied to
    repay, first, any remaining Liabilities, second, any Letters
    of Credit drawn and unreimbursed (including any interest
    accrued thereon) and, third, any other remaining LC
    Liabilities then due and owing.

         (b)  If, on any date, the Borrower or any of its
    Subsidiaries shall sell, issue or grant options, contingent
    interest rights, warrants or other rights with respect to
    any of its equity securities and, with respect to clause
    (iii) below only, debt securities (any of the foregoing
    being a "Sale"), the Borrower shall promptly notify the
    Administrative Agent (which shall promptly notify the
    Lenders) of such Sale, including the amount of Net Proceeds
    received by the Borrower or any Subsidiary in respect of
    such Sale (and the amount and other type of consideration so
    received) and an amount equal to such Net Proceeds (or, in
    the case of a Sale of the type referenced in clause (iii)
    below, 40% of such Net Proceeds in excess of $50,000,000)
    shall be promptly applied after the receipt from time to
    time of such Net Proceeds to repay 

<PAGE>   46

    outstanding principal of the Loans (together with any
    interest accrued thereon).  To the extent such amount of the
    Net Proceeds in respect of such Sale as is required to be
    applied to the Loans under the immediately preceding
    sentence exceeds the amount of the Loans then outstanding
    (together with any interest accrued thereon), or, at the
    time of such Sale, the Loans shall have been paid in full,
    the amount of such Net Proceeds shall be applied to repay,
    first, any remaining Liabilities, second, any Letters of
    Credit drawn and unreimbursed (including any interest
    accrued thereon) and, third, any other remaining LC
    Liabilities then due and owing. Notwithstanding anything
    contained in this Section 4.3(b) to the contrary, no
    prepayment hereunder shall be required with respect to:  (i)
    the issuance of common stock or preferred stock of the
    Borrower or any options, contingent interest rights,
    warrants or other rights related thereto; (ii) the issuance
    of Preferred Securities; (iii) the issuance of debt
    securities of the Borrower; provided, that unless such debt
    securities (A) are issued to refinance existing Indebtedness
    of the Borrower constituting Consolidated Funded Debt or (B)
    require that no payment of principal be made with respect to
    such debt securities on or prior to the Revolver Termination
    Date, not less than 40% of the Net Proceeds therefrom in
    excess of $50,000,000 shall be applied to prepay the
    principal of the Loans (together with any interest accrued
    on such principal) as provided above; (iv) a Sale which
    results in Net Proceeds of less than $200,000; (v) Sales to
    the Borrower or any of its Subsidiaries; or (vi) stock
    options granted to or exercised by members of management of
    the Borrower or any of its Subsidiaries or related in any
    way to its earnings or performance.

    In connection with the application of the Net Proceeds of
any Disposition or Sale as set forth in Sections 4.3(a) and
4.3(b), respectively, the Borrower and the Administrative Agent
hereby agree that any Net Proceeds not applied to the payment of
the Loans (together with any interest accrued thereon) and the
remaining Liabilities shall be promptly turned over by the
Administrative Agent to the Borrower unless the LC Administrative
Agent notifies the Administrative Agent that any LC Obligations
or LC Liabilities are then outstanding under the Master Letter of
Credit Agreement in which case the Administrative Agent shall
promptly turn over such excess Net Proceeds to the LC
Administrative Agent for application of such excess Net Proceeds
by the LC Administrative Agent to the payment of the LC

<PAGE>   47

Obligations and the remaining LC Liabilities.  The Administrative
Agent shall have no obligation to determine the accuracy of any
amount of the LC Obligations or LC Liabilities claimed to be
owing by the LC Administrative Agent under the Master Letter of
Credit Agreement or confirm such amount with the Borrower.

    SECTION 4.4  Mandatory Reduction in the Commitments.  Each
payment, prepayment or repayment on the Loans pursuant to Section
2.6, 4.1, 4.3(a) or 4.3(b) shall automatically and permanently
ratably reduce the Commitments and the Restated Facility Amount
by an amount equal to such repayment.  Each reduction in the
Commitments pursuant to this Section 4.4 shall be deemed to first
apply to that portion of the Commitments available to consummate
the acquisition, construction or improvement of property or the
acquisition of stock or other equity interests permitted by this
Agreement (including, without limitation, any Acquisition).

    SECTION 4.5  Payments by the Borrower.  (a)  All payments to
be made by the Borrower hereunder shall be made without set-off,
recoupment or counterclaim.  Except as otherwise expressly
provided herein, all payments by the Borrower shall be made to
the Administrative Agent for the account of the Lenders at the
Administrative Agent's Office, and shall be made in Dollars and
in immediately available funds, no later than 1:00 p.m. (Chicago
time) on the date specified herein.  The Administrative Agent
will promptly distribute to each Lender its pro rata share (based
on its Percentage) (or other applicable share as expressly
provided herein) of such payment in like funds as received.  The
Borrower shall have no responsibility or liability for the
Administrative Agent's failure or delay in making any
distribution pursuant to the immediately preceding sentence.  Any
payment received by the Administrative Agent later than 1:00 p.m.
(Chicago time) shall be deemed to have been received on the
following Business Day and any applicable interest or fee shall
continue to accrue.

    (b)  Subject to the provisions set forth in the definition
of "Interest Period" herein, whenever any payment is due on a day
other than a Business Day, such payment shall be made on the
following Business Day, and such extension of time shall in such
case be included in the computation of interest or fees, as the
case may be.

    (c)  Unless the Administrative Agent receives notice from
the Borrower prior to the date on which any payment is due to the
Lenders that the Borrower will not make such payment in full as
and when required, the Administrative Agent may assume that the
Borrower has made such payment in full to the Administrative
Agent on such date in immediately available funds and the

<PAGE>   48

Administrative Agent may (but shall not be so required), in
reliance upon such assumption, distribute to each Lender on such
due date an amount equal to the amount then due such Lender.  If
and to the extent the Borrower has not made such payment in full
to the Administrative Agent, each Lender shall repay to the
Administrative Agent on demand such amount distributed to such
Lender, together with interest thereon at the Federal Funds
Effective Rate for each day from the date such amount is
distributed to such Lender until the date repaid.

    SECTION 4.6  Sharing of Payments.

         (a)  If any Lender shall obtain any payment or other
    recovery (whether voluntary, involuntary, by application of
    offset or otherwise) on account of the Loans (other than
    pursuant to the terms of Section 5 or 14) in excess of its
    pro rata share (based on its Percentage) of payments and
    other recoveries obtained by all Lenders of the Loans on
    account of principal of and interest on the Loans, such
    Lender shall purchase from the other Lenders such
    participation in the Loans as shall be necessary to cause
    such purchasing Lender to share the excess payment or other
    recovery ratably with each of them; provided, however, that
    if all or any portion of the excess payment or other
    recovery is thereafter recovered from such purchasing
    Lender, the purchase shall be rescinded and each Lender
    which has sold a participation to the purchasing Lender
    shall repay to the purchasing Lender the purchase price to
    the ratable extent of such recovery together with an amount
    equal to such selling Lender's ratable share (according to
    the proportion of (i) the amount of such selling Lender's
    required repayment to the purchasing Lender to (ii) the
    total amount so recovered from the purchasing Lender) of any
    interest or other amount paid or payable by the purchasing
    Lender in respect of the total amount so recovered.

         (b)  The Borrower agrees that any Lender so purchasing
    a participation from another Lender pursuant to
    Section 4.6(a) may, to the fullest extent permitted by law,
    exercise all its rights of payment (including pursuant to
    Section 4.7) with respect to such participation as fully as
    if such Lender were the direct creditor of the Borrower in
    the amount of such participation.  If under any applicable
    bankruptcy, insolvency or other similar law, any Lender
    receives a secured claim in lieu of a setoff to which this
    Section applies, such Lender shall, to the extent
    practicable, 

<PAGE>   49

    exercise its rights in respect to such secured claim in a
    manner consistent with the rights of the Lenders entitled
    under this Section 4.6(b) to share in the benefits of any
    recovery of such secured claim.

    SECTION 4.7  Setoff.  Except as prohibited by the Trust
Indenture Act of 1939, as amended, each Lender shall, upon the
occurrence of any Event of Default described in Section 12.1.1
or, with the consent of the Required Lenders, upon the occurrence
of any other Event of Default, have the right to appropriate and
apply to the payment of the Liabilities owing to it (whether or
not then due), and (as security for such Liabilities), the
Borrower hereby grants to each Lender a continuing security
interest in, any and all balances, credits, deposits, accounts or
moneys of the Borrower then or thereafter maintained with such
Lender.  Any such appropriation and application shall be subject
to the provisions of Section 4.6.  Each Lender agrees promptly to
notify the Borrower and the Administrative Agent after any such
setoff and application made by such Lender; provided, however,
that the failure to give such notice shall not affect the
validity of such setoff and application.  The rights of each
Lender under this Section 4.7 are in addition to other rights and
remedies (including other rights of setoff under applicable law
or otherwise) which such Lender may have.

    SECTION 4.8  Net Payments.  All payments by the Borrower of
principal of, and interest on, the Loans and all other amounts
payable hereunder shall be made free and clear of and without
deduction for any present or future income, stamp or other Taxes,
fees, duties, withholdings or other charges of any nature
whatsoever imposed by any taxing authority, other than Taxes
imposed on or measured by any Lender's net income or receipts
(such non-excluded items being called "Charges").  In the event
that any withholding or deduction from any payment to be made by
the Borrower hereunder is required in respect of any Charges
pursuant to any applicable law, rule or regulation, then the
Borrower will:

         (a)  pay directly to the relevant authority the full
    amount required to be so withheld or deducted;

         (b)  promptly forward to the Administrative Agent an
    official receipt or other documentation satisfactory to the
    Administrative Agent evidencing such payment to such
    authority; and

         (c)  pay to the Administrative Agent for the account of
    the Lenders such additional amount or amounts as are
    necessary to ensure that the net amount 

<PAGE>   50
     actually received by each Lender will equal the
     full amount such Lender would have received had no
     such withholding or deduction been required
     (including any withholding or deduction applicable
     to additional amounts payable under this Section 4.8).

Upon request of the Borrower, each Lender that is organized under
the laws of a jurisdiction other than the United States of
America or any state thereof shall, prior to the due date of any
payments with respect to the Loans, execute and deliver to the
Borrower, on or about the first scheduled payment date in each
calendar year, a United States Internal Revenue Service Form 4224
or Form 1001, as may be applicable (or any successor form),
appropriately completed; provided, that any Lender which is
prospectively unable to deliver such form solely as a result of a
change in applicable tax laws occurring subsequent to the Third
Restatement Date shall nevertheless be entitled to the benefits
of this Section 4.8.  Without prejudice to the survival of any
other agreement of the Borrower hereunder or under any other
document, the agreement of the Borrower contained in this Section
4.8 shall survive satisfaction of the Liabilities and termination
of this Agreement.


               SECTION 5.  CHANGES IN CIRCUMSTANCES

    SECTION 5.1  Increased Costs.  If (a) Regulation D, or
(b) after the Third Restatement Date, the adoption of any
applicable law, rule or regulation, or any change in any of the
foregoing, 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 Lender (or any Lending Office of such
Lender) with any request or directive (whether or not having the
force of law) of any such authority, central bank or comparable
agency,

         (i)  shall subject any Lender (or any Lending Office of
    such Lender) to any tax, duty or other charge with respect
    to its Offshore Rate Loans or its obligation to make
    Offshore Rate Loans or shall change the basis of taxation of
    payments to any Lender of the principal of or interest on
    its Offshore Rate Loans or any other amounts due under this
    Agreement in respect of its Offshore Rate Loans or its
    obligation to make Offshore Rate Loans (except for changes
    in the rate of Tax, other than Taxes covered by Section 4.8,
    on the overall gross or net income of such Lender or its
    Lending Office); or


<PAGE>   51

         (ii)  shall impose, modify or deem applicable any
    reserve (including, without limitation, any reserve imposed
    by the FRB, but excluding any reserve included in the
    determination of interest rates pursuant to Section 3),
    special deposit or similar requirement against assets of,
    deposits with or for the account of, or credit extended by,
    any Lender (or any Lending Office of such Lender); or

         (iii)  shall impose on any Lender (or its Lending
    Office) any other condition affecting its Offshore Rate
    Loans;

and the result of any of the foregoing is to increase the cost to
(or in the case of Regulation D referred to above, to impose a
cost on) such Lender (or any Lending Office of such Lender) of
making or maintaining any Offshore Rate Loans or to reduce the
amount of any sum received or receivable by such Lender (or the
Lending Office or such Lender) under this Agreement or under its
Loans or its Commitment with respect thereto, then within thirty
(30) days after demand by such Lender (which demand shall be
accompanied by a written statement setting forth the basis of
such demand), the Borrower shall pay directly to such Lender such
additional amount or amounts as will compensate such Lender for
such increased cost or such reduction.

    SECTION 5.2  Change in Rate of Return.  If, after the Third
Restatement Date, any change in, or the introduction, adoption,
effectiveness, interpretation, reinterpretation or phase-in of,
any law or regulation, directive, guideline, decision or request
including, without limitation, any law or guideline pursuant to
or arising out of the July 1988 report of the Basle Committee on
Banking Regulations and Supervisory Practices entitled
"International Convergence of Capital Measurement and Capital
Standards" (whether or not having the force of law) of any court,
central bank, regulator or other Governmental Authority or
comparable agency charged with the interpretation or
administration thereof affects or would affect the amount of
capital required or expected to be maintained by any Lender or
any person controlling such Lender, and such Lender reasonably
determines that the rate of return on its or such controlling
Person's capital as a consequence of the Loans made by or
Commitment of such Lender (or any participating interest therein
held by such Lender) is reduced to a level below that which such
Lender or such controlling Person could have achieved but for the
occurrence of any such circumstance, then, in any such case the
Borrower shall, within thirty (30) days after written demand by
such Lender to the Borrower, pay directly to such Lender
additional amounts sufficient to compensate such Lender or such 

<PAGE>   52

controlling Person for such reduction in rate of return;
provided, that such Lender shall have used reasonable efforts to
minimize such additional amounts.  A written statement of such
Lender as to any such additional amount or amounts (including
calculations thereof in reasonable detail) shall, in the absence
of demonstrable error, be conclusive and binding on the Borrower. 
In determining such amount, such Lender may use any method of
averaging and attribution that it shall deem reasonably
applicable.  Each Lender shall notify the Borrower of any event
of which it has knowledge, occurring after the date hereof, which
will entitle such Lender to compensation pursuant to this
Section 5.2.

    SECTION 5.3  Basis for Determining Interest Rate Inadequate
or Unfair.  If with respect to any Interest Period:

         (a)  deposits in Dollars (in the applicable amounts)
    are not being offered to the Administrative Agent in the
    interbank eurodollar market for such Interest Period, or the
    Administrative Agent otherwise determines (which
    determination shall be binding and conclusive on all
    parties) that by reason of circumstances affecting the
    interbank eurodollar market adequate and reasonable means do
    not exist for ascertaining the applicable Offshore Rate; or

         (b)  any Lender advises the Administrative Agent that
    the Offshore Rate (Reserve Adjusted), as determined by the
    Administrative Agent, will not adequately and fairly reflect
    the cost to such Lender of maintaining or funding such Loan
    for such Interest Period, or that the making or funding of
    Offshore Rate Loans has become impracticable as a result of
    an event occurring after the date of this Agreement which in
    the opinion of such Lender materially changes such Loans,

then, so long as such circumstances shall continue:

              (i)  the Administrative Agent shall promptly
         notify the Borrower and the Lenders thereof,

              (ii)  no Lender shall be under any obligation to
         make, continue or convert into Offshore Rate Loans so
         affected, and

              (iii)  on the last day of the then current
         Interest Period for Offshore Rate Loans so affected,
         such Offshore Rate Loans shall, unless 

<PAGE>   53

    then repaid in full, automatically convert to Base Rate
    Loans.


    SECTION 5.4  Changes in Law Rendering Certain Loans
Unlawful.  In the event that any change in (including the
adoption of any new) applicable laws or regulations, or any
change in the interpretation of applicable laws or regulations by
any governmental or other regulatory body charged with the
administration thereof, should make it unlawful for a Lender or
the Lending Office of such Lender ("Affected Lender") to make,
maintain or fund Offshore Rate Loans, then (a) the Affected
Lender shall promptly notify each of the other parties hereto,
(b) the obligation of all Lenders to make, continue or convert
into Offshore Rate Loans made unlawful for the Affected Lender
shall, upon the effectiveness of such event, be suspended for the
duration of such unlawfulness, and (c) on the last day of the
current Interest Period for Offshore Rate Loans (or, in any
event, if the Affected Lender so requests, on such earlier date
as may be required by the relevant law, regulation or
interpretation), the Offshore Rate Loans shall, unless then
repaid in full, automatically convert to Base Rate Loans;
provided, that conversion of an Offshore Rate Loan to a Base Rate
Loan pursuant to this Section 5.4 shall not subject the Borrower
to Breakage Costs under Section 5.5.

    SECTION 5.5  Funding Losses.  The Borrower hereby agrees
that upon demand by any Lender (which demand shall be accompanied
by a written statement setting forth the basis for the
calculations of the amount being claimed) the Borrower will
indemnify such Lender against any loss or expense which such
Lender may sustain or incur (including, without limitation, any
loss or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender
to fund or maintain Offshore Rate Loans) (collectively, "Breakage
Costs"), as reasonably determined by such Lender, as a result of
(a) any payment or prepayment or conversion of any Offshore Rate
Loans of such Lender on a date other than the last day of an
Interest Period for such Offshore Rate Loan, or (b) any failure
of the Borrower to borrow, continue or convert any portion of the
Loans on a date specified therefor in a Notice of Borrowing or
Continuation/Conversion Notice pursuant to this Agreement.  For
this purpose, all notices to the Administrative Agent pursuant to
this Agreement shall be deemed to be irrevocable.

    SECTION 5.6  Right of Lenders to Fund Through Other Offices. 
Each Lender may, if it so elects, fulfill its Commitment as to
Offshore Rate Loans by causing its Lending Offices to make such
Offshore Rate Loans; provided, that in such event for the

<PAGE>   54

purposes of this Agreement, such Offshore Rate Loans shall be
deemed to have been made by such Lender and the obligation of the
Borrower to repay such Offshore Rate Loans shall nevertheless be
to such Lender and shall be deemed held by it, to the extent of
such Offshore Rate Loans, for the account of such branch or
affiliate.

    SECTION 5.7  Discretion of Lenders as to Manner of Funding. 
Notwithstanding any provision of this Agreement to the contrary,
each Lender shall be entitled to fund and maintain its funding of
all or any part of its Loans in any manner it sees fit, it being
understood, however, that for the purposes of this Agreement all
determinations hereunder shall be made as if such Lender had
actually funded and maintained each Offshore Rate Loan during
each Interest Period for such Loan through the purchase of
deposits having a maturity corresponding to such Interest Period
and bearing an interest rate equal to the Offshore Rate (Reserve
Adjusted) for such Interest Period.

    SECTION 5.8  Conclusiveness of Statements; Survival of
Provisions.  Determinations and statements of any Lender pursuant
to Section 5.1 through Section 5.5 shall be conclusive absent
demonstrable error.  The provisions of Sections 5.1, 5.2, 5.4,
5.5 and this Section 5.8 shall survive termination of this
Agreement.

    SECTION 5.9  Replacement of Lenders.  If any Lender shall
become affected by any of the changes or events described in
Sections 5.1, 5.2, 5.3 or 5.4 (any such Lender being hereinafter
referred to as a "Replaced Lender") and shall petition the
Borrower for any increased cost or amounts thereunder, then in
such case, the Borrower may, within thirty (30) days after such
petition and upon at least five (5) Business Days' written notice
to the Administrative Agent and such Replaced Lender, designate a
replacement lender (a "Replacement Lender") acceptable to the
Administrative Agent in its reasonable discretion, to which such
Replaced Lender shall, subject to its receipt (unless a later
date for the remittance thereof shall be agreed upon by the
Borrower and such Replaced Lender) of all amounts claimed by such
Replaced Lender under Section 5.1, 5.2, 5.3 or 5.4, assign all
(but not less than all) of its rights, obligations, Loans and
Commitment hereunder; provided, that all Liabilities (except
Liabilities which by the terms hereof survive the payment in full
of the Loans and termination of this Agreement) due and payable
to such Replaced Lender shall be paid in full as of the date of
such assignment.  Upon any assignment by any Lender pursuant to
this Section 5.9 becoming effective, the Replacement Lender shall
thereupon be deemed to be a "Lender" for all purposes of this
Agreement and such Replaced Lender shall thereupon cease to be a

<PAGE>   55

"Lender" for all purposes of this Agreement and shall have no
further rights or obligations hereunder (except Liabilities which
by the terms hereof survive the payment in full of the Loans and
termination of this Agreement).  Notwithstanding any Replaced
Lender's failure or refusal to assign its rights, obligations,
Loans and Commitment under this Section 5.9, such Replaced Lender
shall cease to be a "Lender" for all purposes of this Agreement
(except to the limited extent set forth above) and the
Replacement Lender substituted therefor upon payment to such
Replaced Lender by the Replacement Lender of all amounts set
forth in this Section 5.9 without any further action of such
Replaced Lender.


            SECTION 6.  COLLATERAL AND OTHER SECURITY

    SECTION 6.1  Borrower.  (a) On the Closing Date, the
Borrower executed and delivered to the Administrative Agent a
pledge agreement (herein, as the same may be amended or modified,
called the "Borrower Pledge Agreement") covering, among other
things, all of the issued and outstanding capital stock and
surplus debentures of RSL-Texas (including, without limitation,
the Original Surplus Debentures) and the issued and outstanding
capital stock of the Borrower's Subsidiaries (other than Delphi
Brokerage Company) directly owned by the Borrower.

    (b)  Concurrently with or prior to the Third Restatement
Date, the Borrower shall execute and deliver to the
Administrative Agent the Second Borrower Reaffirmation Agreement,
whereby the Borrower will reaffirm its obligations and
liabilities under the Borrower Pledge Agreement.

    (c)  Concurrently with or prior to any other Acquisition
permitted by the terms of this Agreement, the Borrower shall, or
shall cause its Subsidiaries to, comply with Section 11.3.1(b).

    (d)  Concurrently with or prior to the Third Restatement
Date, the Borrower shall cause SIG Holdings to execute and
deliver to the Administrative Agent the SIG Holdings
Reaffirmation Agreement, in substantially the form attached
hereto as Exhibit J (the "SIG Holdings Reaffirmation Agreement"),
whereby SIG Holdings will reaffirm its obligations and
liabilities under the Subsidiary Pledge Agreement.

    SECTION 6.2  Further Assurances.  The Borrower (a) delivered
to the Administrative Agent on the Closing Date, and agrees that
upon request of the Administrative Agent it shall promptly
deliver or cause to be delivered to the Administrative Agent, in
due form for transfer, all chattel paper, instruments, securities

<PAGE>   56

and documents of title, if any, at any time representing all or
any of the Collateral, and (b) shall promptly execute and deliver
or cause to be executed and delivered to the Administrative
Agent, in due form for filing or recording (and pay the cost of
filing or recording the same in all public offices deemed
necessary by the Administrative Agent), such further assignment
agreements, security agreements, pledge agreements, instruments,
consents, waivers, financing statements, stock or bond powers,
searches, releases, and other documents in addition to those
documents executed and delivered by the Borrower on the Closing
Date or the Third Restatement Date and do such other acts and
things, all as the Administrative Agent may from time to time
request to establish and maintain to the satisfaction of the
Administrative Agent a valid perfected Lien on all Collateral
(free of all other Liens except as permitted under this Agreement
and the Related Documents) to secure payment of the Liabilities.


            SECTION 7.  REPRESENTATIONS AND WARRANTIES

    To induce the Lenders to enter into this Agreement and to
make the Loans hereunder, the Borrower represents and warrants to
the Administrative Agent and to each of the Lenders that as of
the Third Restatement Date and as of each Borrowing Date:

    SECTION 7.1  Organization, etc.  The Borrower and each of
its Subsidiaries is a corporation, partnership or limited
liability company duly organized or formed, validly existing and
in good standing under the laws of the state of its incorporation
or formation; and each of the Borrower and its Subsidiaries is
duly qualified to transact business and in good standing as a
foreign corporation, partnership or limited liability company
authorized to do business in each jurisdiction where the nature
of its business makes such qualification necessary or failure to
so qualify could have a Material Adverse Effect.

    SECTION 7.2  Authorization.  The Borrower (a) has (or had at
the time of execution, delivery or performance thereof) the power
to execute, deliver and perform this Agreement and the Related
Documents and (b) has or had taken all necessary action to
authorize the execution, delivery and performance by it of this
Agreement and the Related Documents.

    SECTION 7.3  No Conflict.  The execution, delivery and
performance by the Borrower of this Agreement and the Related
Documents, does not and will not, or did not at the time of
execution thereof (a) contravene or conflict with any provision
of any law, statute, rule or regulation, (b) contravene or
conflict with, result in any breach of, or constitute a default


<PAGE>   57

under, any agreement or instrument binding on it or its
Subsidiaries (including, without limitation, any writ, judgment,
injunction or other similar court order), (c) result in the
creation or imposition of or the obligation to create or impose
any Lien (except for Permitted Liens) upon any of the property or
assets of the Borrower or its Subsidiaries or (d) contravene or
conflict with any provision of the articles of incorporation,
by-laws, certificate of limited partnership or partnership
agreement (as applicable) of the Borrower or any of its
Subsidiaries.

    SECTION 7.4  Governmental Consents.  Except as have been
obtained, no order, consent, approval, license, authorization or
validation of, or filing, recording or registration with or
exemption by, any governmental or public body or authority, or
any subdivision thereof, is, or was at the time of execution
thereof, required in connection with the execution, delivery and
performance by the Borrower of this Agreement or the Related
Documents.

    SECTION 7.5  Validity.  The Borrower has, or prior to the
date of the effectiveness of this Agreement and the initial
Borrowing hereunder will have, duly executed and delivered this
Agreement and the Related Documents and each of such documents
constitutes, or upon execution and delivery will constitute, the
legal, valid and binding obligation of the Borrower enforceable
in accordance with its terms.

    SECTION 7.6  Financial Statements.

         (a)  Statutory Financial Statements.

              (i)  The Annual Statements, or the quarterly
    statements, as the case may be, of each of the Reliance
    Standard Insurance Companies and Safety National including,
    without limitation, the provisions made therein for
    investments and the valuation thereof, reserves, policy and
    contract claims and Statutory Liabilities, in each case as
    filed with the appropriate Governmental Authority of its
    state of domicile (the "Department") and delivered to each
    Lender prior to the execution and delivery of this
    Agreement, as of, and for the 1995 Fiscal Year, and as of
    the end of, and for, the Fiscal Quarters ended March 31,
    1996, June 30, 1996 and September 30, 1996 (collectively,
    the "Statutory Financial Statements"), have been prepared in
    accordance with SAP applied on a consistent basis.  Each
    such Statutory Financial Statement was in compliance in all
    material respects with applicable law 

<PAGE>   58

    when filed.  The Statutory Financial Statements fairly
    present the financial condition, the results of operations,
    changes in equity and changes in financial position of each
    of the Reliance Standard Insurance Companies and Safety
    National as of and for the respective dates and periods
    indicated therein in accordance with SAP applied on a
    consistent basis.  Except for liabilities and obligations,
    including, without limitation, reserves, policy and contract
    claims and Statutory Liabilities (all of which have been
    computed in accordance with SAP), disclosed or provided for
    in the Statutory Financial Statements, the Reliance Standard
    Insurance Companies and Safety National did not have, as of
    the respective dates of each of such financial statements
    any liabilities or obligations (whether absolute or
    contingent and whether due or to become due) which, in
    conformity with SAP, applied on a consistent basis, would
    have been required to be or should be disclosed or provided
    for in such financial statements.  All books of account of
    the Reliance Standard Insurance Companies and Safety
    National fully and fairly disclose, in all material
    respects, all of the transactions, properties, assets,
    investments, liabilities and obligations of the Reliance
    Standard Insurance Companies and Safety National and all of
    such books of account are in the possession of each of the
    Reliance Standard Insurance Companies and Safety National
    and are true, correct and complete in all material respects.

              (ii)  The investments of each of the Reliance
    Standard Insurance Companies and Safety National reflected
    in the Annual Statements filed with the Department with
    respect to each of the Reliance Standard Insurance
    Companies' and Safety National's 1995 Fiscal Year (the "1995
    Annual Statements"), as updated through the September 30,
    1996 quarterly statements (the "1996 Quarterly Statements"),
    comply in all material respects with all applicable
    requirements of the applicable Department as to investments
    which may be made by such Reliance Standard Insurance
    Company and Safety National.

              (iii)  The provisions made in the 1995 Annual
    Statements and in the 1996 Quarterly Statements for
    reserves, policy and contract claims and Statutory
    Liabilities are in compliance in all material respects with
    the requirements of the applicable Department and have been
    computed in accordance with SAP.

    

<PAGE>   59

         (iv)  Marketable securities and short term investments
reflected, with respect to the Reliance Standard Insurance
Companies, in line 10A, page 2, column 1 and, with respect to
Safety National, in line 8A, page 2, column 1, of their
respective 1995 Annual Statements and in the 1996 Quarterly
Statements are valued at cost, amortized cost or market value, as
noted on such Statutory Financial Statements and as required by
applicable law.

              (v)  There has been no change, event, action,
    condition or effect which individually or in the aggregate
    materially and adversely affects the consolidated business,
    operations, financial prospects or condition of the Reliance
    Standard Insurance Companies taken as a whole or Safety
    National since December 31, 1995.  Except as set forth on
    Schedule 7.6, no dividends or other distributions have been
    declared, paid or made upon any shares of capital stock of
    any of the Reliance Standard Insurance Companies or Safety
    National nor have any shares of capital stock of any of the
    Reliance Standard Insurance Companies or Safety National
    been redeemed, retired, purchased or otherwise acquired
    since December 31, 1995, other than as reflected in the
    balance sheets of the Reliance Standard Insurance Companies
    or Safety National.

         (b)  GAAP Financial Statements.

              (i)  The audited consolidated financial statements
    of the Borrower as of the end of, and for, the 1995 Fiscal
    Year, and as of the end of, and for, the Fiscal Quarters
    ended March 31, 1996, June 30, 1996 and September 30, 1996
    copies of which have been furnished to the Administrative
    Agent and each of the Lenders, have been prepared in
    conformity with GAAP applied on a consistent basis, and
    accurately present the financial condition of the Borrower
    and each of its Subsidiaries as at such dates and the
    results of operations for the periods then ended.

              (ii)  There has been no change, event, action,
    condition or effect which individually or in the aggregate
    materially and adversely affects the consolidated business,
    operations, financial prospects or condition of the Borrower
    or its Subsidiaries taken as a whole since December 31,
    1995.  Except as set forth on Schedule 7.6, no dividends or
    other distributions have been declared, paid or made upon
    any 

<PAGE>   60

    shares of capital stock of the Borrower or any of its
    Subsidiaries, nor have any shares of capital stock of the
    Borrower or any of its Subsidiaries been redeemed, retired,
    purchased or otherwise acquired, since December 31, 1995.

              (iii)  With respect to any representation and
    warranty which is deemed to be made after the date hereof by
    the Borrower, the condensed balance sheet and condensed
    statements of operations, of stockholders' equity and of
    cash flows, which as of such date shall most recently have
    been furnished by or on behalf of the Borrower to each
    Lender for the purposes of or in connection with this
    Agreement or any transaction contemplated hereby, shall have
    been prepared in accordance with GAAP consistently applied
    (except as disclosed therein), and shall present fairly (in
    a condensed manner) the consolidated financial condition of
    the corporations covered thereby as at the dates thereof and
    for the periods then ended, subject, in the case of
    quarterly financial statements, to normal year-end and audit
    adjustments.

    SECTION 7.7  Material Adverse Change.  No Material Adverse
Change has occurred since December 31, 1995.

    SECTION 7.8  Litigation and Contingent Obligations.  No
Material Litigation is pending or threatened except as set forth
(including estimates of the Dollar amounts involved) in
Schedule 7.8.  The Borrower and its Subsidiaries have no material
Contingent Obligations other than (a) as provided for or
disclosed on Schedule 7.8 or in the financial statements referred
to in Section 7.6 or (b) any Contingent Obligation consisting of
a guarantee by the Borrower with respect to any payment
obligations under Preferred Securities.

    SECTION 7.9  Liens.  None of the assets of the Borrower or
any of its Subsidiaries is subject to any Lien, except for
Permitted Liens.

    SECTION 7.10  Subsidiaries.  The Borrower has no
Subsidiaries except as set forth on Schedule 7.10.

    SECTION 7.11  Pension and Welfare Plans.

         (a)  During the twelve-consecutive-month period prior
    to the Third Restatement Date and prior to the date of any
    Loan hereunder, no steps have been taken to terminate any
    Single Employer Pension Plan or Welfare 

<PAGE>   61

    Plan or completely or partially withdraw from any Pension
    Plan which termination or withdrawal is reasonably likely to
    have a Material Adverse Effect and no contribution failure
    has occurred with respect to any Pension Plan sufficient to
    give rise to a Lien under section 302(f) of ERISA;

         (b)  no condition exists or event or transaction has
    occurred with respect to any Single Employer Pension Plan or
    Multiemployer Pension Plan which could reasonably be
    expected to result in the incurrence by the Borrower or any
    other member of the Controlled Group of any material
    liability, fine, Tax or penalty;

         (c)  except as disclosed in Schedule 7.11, neither the
    Borrower nor any other member of the Controlled Group has
    any material vested or contingent liability with respect to
    any post-retirement benefit under a Welfare Plan, other than
    liability for continuation coverage described in Part 6 of
    Title I of ERISA;

         (d)  with respect to each Single Employer Pension Plan
    maintained or contributed to by Borrower or any other
    Controlled Group member which is intended to qualify under
    section 401 of the Code, a favorable determination letter
    has been received from the Internal Revenue Service stating
    that such Pension Plan so qualifies and the Borrower is not
    aware of anything that has occurred since the date of
    issuance of such determination letter which could reasonably
    be expected to cause any such Single Employer Pension Plan
    to cease to qualify under section 401 of the Code; and 

         (e)  no Single Employer Pension Plan maintained by or
    contributed to by the Borrower or any other member of the
    Controlled Group and subject to section 302 of ERISA or
    section 412 of the Code has incurred an accumulated funding
    deficiency as defined in section 302(a)(2) of ERISA and
    section 412(a) of the Code, whether or not waived.

    SECTION 7.12  Investment Company Act.  Neither the Borrower
nor any of its Subsidiaries is an "investment company" or a
company "controlled" by an "investment company," within the
meaning of the Investment Company Act of 1940, as amended.

    SECTION 7.13  Public Utility Holding Company Act.  Neither
the Borrower nor any of its Subsidiaries is a "holding company,"
or a "subsidiary company" of a "holding company," or an

<PAGE>   62

"affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

    SECTION 7.14  Margin Regulation.  Neither the Borrower nor
any of its Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the
purpose of purchasing or carrying margin stock (within the
meaning of Regulation G or Regulation U.

    SECTION 7.15  Collateral.  As security for the Liabilities,
the Administrative Agent has possession of all Collateral which
consists of instruments or securities as defined in the UCC and
has a valid, first priority perfected Lien on the Collateral. 
Except as set forth on Schedule 9.1, there are no Liens or UCC
financing statements on file naming the Borrower or any of its
Subsidiaries as debtor, except for Permitted Liens.

    SECTION 7.16  Taxes.

         (a)  The Borrower and each of its Subsidiaries have
    filed all material Tax Returns and Reports required by law
    to have been filed by them and have paid or provided
    adequate reserves for all Taxes thereby shown to be owing,
    except any such Taxes which are being diligently contested
    in good faith by appropriate proceedings and for which
    adequate reserves have been established and are being
    maintained in accordance with GAAP.  Except as set forth on
    Schedule 7.16, there is no ongoing audit or, to the
    Borrower's knowledge, other governmental investigation of
    the tax liability of the Borrower or its Subsidiaries and
    there is no unresolved claim by a taxing authority
    concerning the Borrower's or any of its Subsidiaries' tax
    liability, for any period for which returns have been filed
    or were due.  The liability stated for Taxes as of December
    31, 1995 in the financial statements described in
    Section 7.6 is sufficient in all material respects for all
    Taxes as of such date.

         (b)  All life insurance reserves shown as such on
    federal tax returns (other than individual annuity
    contracts) of each of the Reliance Standard Insurance
    Companies qualify as life insurance reserves under section
    816(b) of the Code or under former section 801(b) of the
    Code.

    

<PAGE>   63

    (c)  All current Reinsurance Agreements among the Reliance
Standard Insurance Companies and Safety National and their
respective Affiliates have, at all times, been conducted on an
arm's-length basis.

         (d)  Each of RSL and RSL-Texas is a life insurance
    company as defined in section 816 of the Code.

         (e)  RSL and RSL-Texas are includable life insurance
    companies as described in section 1504(c)(1) of the Code.

    SECTION 7.17  Accuracy of Information.  All factual
information heretofore (as supplemented) or contemporaneously
furnished by or on behalf of the Borrower or any of its
Subsidiaries in writing to the Administrative Agent or any Lender
for purposes of or in connection with this Agreement or any
transaction contemplated hereby is, and all other such factual
information hereafter furnished by or on behalf of the Borrower
to the Administrative Agent or any Lender will be, true and
accurate in every material respect on the date as of which such
information is dated or certified and as of the Third Restatement
Date, and such information is not, or shall not be, as the case
may be, incomplete by omitting to state any material fact
necessary to make such information not misleading.

    SECTION 7.18  Environmental Warranties.  Except as set forth
in Schedule 7.18:

         (a)  to the best of Borrower's knowledge after due
    inquiry, all facilities and real property (including
    underlying groundwater) owned or leased by the Borrower or
    any of its Subsidiaries have been, and continue to be, as of
    the date hereof, in compliance with all Environmental Laws,
    except where such noncompliance could not reasonably be
    expected to have a Material Adverse Effect;

         (b)  there have been no, and as of the date hereof
    there continue to be no, written Environmental Claims
    pending or threatened against the Borrower or any of its
    Subsidiaries;

         (c)  to the best of Borrower's knowledge after due
    inquiry, as of the date hereof, there have been no releases
    of Hazardous Materials at, on or under any property now or
    previously owned or leased by the Borrower or any of its
    Subsidiaries that, individually 

<PAGE>   64

    or in the aggregate, have, or could reasonably be expected
    to have, a Material Adverse Effect;

         (d)  the Borrower and its Subsidiaries possess and are
    in compliance with all permits, certificates, approvals and
    licenses under Environmental Laws and necessary for their
    businesses, except where such failure to have or to be in
    compliance with such permits, certificates, approvals or
    licenses could not, individually or in the aggregate,
    reasonably be expected to have a Material Adverse Effect;

         (e)  to the best of Borrower's knowledge after due
    inquiry, no property now or previously owned or leased by
    the Borrower or any of its Subsidiaries is listed or
    formally proposed for listing on the National Priorities
    List pursuant to CERCLA, on the CERCLIS or on any similar
    state list of sites requiring investigation or clean-up;

         (f)  there are no underground storage tanks, active or
    abandoned, including petroleum storage tanks, on or under
    any property now or previously owned or leased by the
    Borrower or any of its Subsidiaries that could, individually
    or in the aggregate, reasonably be expected to have a
    Material Adverse Effect;

         (g)  to the actual knowledge of the Borrower after due
    inquiry, neither the Borrower nor any of its Subsidiaries
    has directly transported or directly arranged for the
    transportation of any Hazardous Material to any location
    which is listed or formally proposed for listing on the
    National Priorities List pursuant to CERCLA, on the CERCLIS
    or on any similar state list or which is the subject of
    federal, state, Governmental Authority or local enforcement
    actions or other investigations which could, individually or
    in the aggregate, reasonably be expected to result in a
    Material Adverse Effect with any remedial work, damage to
    natural resources or personal injury, including claims under
    CERCLA;

         (h)  there are no polychlorinated biphenyls above 50
    ppm or friable asbestos present at any property now or
    previously owned or leased by the Borrower or any of its
    Subsidiaries that could, individually or in the aggregate,
    reasonably be expected to have a Material Adverse Effect;
    and



<PAGE>   65

         (i)  no conditions exist at, on or under any property
    now or previously owned or leased by the Borrower or any of
    its Subsidiaries which would reasonably be expected to give
    rise to a liability under any Environmental Law, except for
    liabilities that would not, individually or in the
    aggregate, reasonably be expected to result in a Material
    Adverse Effect.

Notwithstanding the foregoing, to the extent the Borrower's
representations in this Section 7.18 relate to property leased or
previously owned by the Borrower such representations are limited
to the actual knowledge of the Borrower.

    SECTION 7.19  Proceeds.  The proceeds of the Loans will be
used (a) for the costs, expenses, fees and Taxes incurred by the
Borrower in connection herewith, including, without limitation,
costs, expenses, fees and Taxes incurred pursuant to
Section 15.4, (b)(i) to pay the consideration in connection with
the acquisition, construction or improvement of property, or the
acquisition of shares of stock or other equity interests by the
Borrower to the extent permitted by this Agreement, the Indenture
and the SIG Note Agreement and/or (ii) to redeem the SIG Notes in
full, and (c) for other valid corporate purposes permitted
hereunder.

    SECTION 7.20  Insurance.  Schedule 7.20 sets forth a true
and correct summary of all insurance carried by the Borrower and
its Subsidiaries.  The Borrower and its Subsidiaries are
adequately insured for their benefit under policies issued by
insurers of recognized responsibility.  No notice of any pending
or threatened cancellation or material premium increase has been
received by the Borrower or any of its Subsidiaries with respect
to any of such insurance policies.  The Borrower and its
Subsidiaries are in compliance with all material conditions
contained in such insurance policies.

    SECTION 7.21  Securities Laws.  Neither the Borrower nor any
of its Affiliates, nor, to the best of their knowledge, anyone
acting on behalf of any such Person, has directly or indirectly
offered any interest in the Existing Revolving Loans, the Loans
or any other Liabilities for sale to, or solicited any offer to
acquire any such interest from, or has sold any such interest to,
any Person that would subject the issuance or sale of the
Existing Revolving Loans, the Loans or any other Liabilities to
registration under the Securities Act of 1933, as amended.

    SECTION 7.22  Governmental Authorizations.  The Borrower and
its Subsidiaries have all licenses, franchises, permits and other

<PAGE>   66

governmental authorizations necessary for all businesses
presently carried on by them (including ownership and leasing of
the real and personal property owned and leased by them), except
where failure to obtain such licenses, franchises, permits and
other governmental authorizations would not have a Material
Adverse Effect.

    SECTION 7.23  Representations in Other Agreements True and
Correct.  Each of the representations and warranties contained in
each Related Document (each as originally executed
notwithstanding any amendment, modification or termination
thereof except to the extent consented to by the Required
Lenders) is true and correct.

    SECTION 7.24  Business Locations; Trade Names. 
Schedule 7.24 lists each of the locations where the Borrower or
any of its Subsidiaries maintains an office, a place of business
or any records together with each corporate, fictitious or trade
name under or by which the Borrower or any of its Subsidiaries
conducts or has conducted its business.

    SECTION 7.25  Solvency.  The Borrower and each of its
Subsidiaries is, and after consummation of this Agreement and
after giving effect to all Indebtedness incurred and Liens
created by the Borrower and each of its Subsidiaries in
connection herewith and therewith and the application of proceeds
therefrom will be, Solvent.

    SECTION 7.26  Insurance Licenses.  Schedule 7.26 lists all
of the jurisdictions in which each of the Reliance Standard
Insurance Companies, Safety National, and after consummation of
any other Acquisition permitted by this Agreement, each Acquired
Person (to the extent applicable) hold licenses (including,
without limitation, licenses or certificates of authority from
applicable insurance departments), permits or authorizations to
transact insurance and reinsurance business (collectively, the
"Licenses").  No such License is the subject of a proceeding for
suspension or revocation or any similar proceedings and, to the
best knowledge of the Borrower, there is no sustainable basis for
such a suspension or revocation and no such suspension or
revocation is threatened by any state insurance department. 
Schedule 7.26 indicates that line or lines of insurance which
each of the Reliance Standard Insurance Companies, Safety
National and such Acquired Person are permitted to be engaged in
with respect to each License therein listed.  The Reliance
Standard Insurance Companies, Safety National and such Acquired
Person do not transact any insurance business, directly or
indirectly, in any state or jurisdiction other than those
enumerated on Schedule 7.26, where such business requires any

<PAGE>   67

license, permit, governmental approval, consent or other
authorization (other than those obtained).

    SECTION 7.27  Reinsurance.  Except as set forth on
Schedule 7.27, all Persons with whom the Reliance Standard
Insurance Companies, Safety National and, after consummation of
any other Acquisition permitted by this Agreement, each Acquired
Person (to the extent applicable) have ceded any obligations with
respect to any Reinsurance Agreements or Surplus Relief
Reinsurance Agreements (other than, in the case of Safety
National, Persons formed as captive insurers to which Safety
National cedes liabilities in the ordinary course of its
insurance business) have a rating of "A-" or better by A.M. Best
Company or, on the effective date of such Reinsurance Agreements
or Surplus Relief Reinsurance Agreements, had such a rating.

    SECTION 7.28  Compliance with Laws.  None of the Borrower or
any of its Subsidiaries is in violation of any law, ordinance,
rule, regulation, order, policy, guideline or other requirement
of any Governmental Authority, if the effect of such violation
could reasonably be expected to have a Material Adverse Effect
and no such violation has been alleged and each of the Borrower
and its Subsidiaries (a) has filed in a timely manner all
reports, documents and other materials required to be filed by it
with any Governmental Authority, if such failure to so file could
reasonably be expected to have a Material Adverse Effect; and the
information contained in each of such filings is true, correct
and complete in all material respects and (b) has retained all
records and documents required to be retained by it pursuant to
any law, ordinance, rule, regulation, order, policy, guideline or
other requirement of any Governmental Authority, if the failure
to so retain such records and documents could reasonably be
expected to have a Material Adverse Effect.

    SECTION 7.29  No Default.  Neither the Borrower nor any of
its Subsidiaries is in default under any agreement or instrument
to which the Borrower or any of its Subsidiaries is a party or by
which any of their respective properties or assets is bound or
affected, which default could reasonably be expected to
materially and adversely affect the financial condition or
operations of the Borrower and its Subsidiaries taken as a whole.

    SECTION 7.30  Pledged Shares.  All of the shares of capital
stock of the Borrower and its Subsidiaries are duly authorized
and validly issued and are fully paid and non-assessable.  The
shares of capital stock of the Borrower's Subsidiaries pledged
pursuant to the Pledge Agreements represent 100% of the issued
and outstanding capital stock of such Subsidiaries.  All of the
shares of capital stock and surplus debentures, including,

<PAGE>   68

without limitation, the Surplus Debenture, of the Borrower's
Subsidiaries pledged as Collateral are owned by the Borrower
(other than the capital stock of Safety National which is wholly-owned by 
SIG Holdings).

         SECTION 7.31  Indebtedness Permitted.  The Loans to be
made with respect to any Notice of Borrowing submitted by the
Borrower under this Agreement are and at the time of the
incurrence of the Indebtedness evidenced by such Loans will be
permitted under the Indenture and will not be in violation or
breach of any term contained therein.

    SECTION 7.32  Replacement of Schedules.  Any Schedule
delivered to the Lenders under this Section 7 may be amended and
replaced with the consent of the Required Lenders (such consent
not to be unreasonably withheld) so that the representations and
warranties set forth in this Section 7 shall be true and correct
at the time made by the Borrower; provided that the consent of
the Required Lenders shall not be required to (a) amend Schedule
7.20, (b) to amend Schedule 7.24 to add additional locations
thereto within the continental United States of America or (c) to
amend Schedule 7.26 to add additional Licenses.


                SECTION 8.  AFFIRMATIVE COVENANTS

    The Borrower agrees that, on and after the Effective Date
and for so long thereafter as any Lender has any Commitment
hereunder or any of the Liabilities remain unpaid or outstanding,
the Borrower will:

    SECTION 8.1  Reports, Certificates and Other Information. 
Unless otherwise provided herein, furnish or cause to be
furnished to the Administrative Agent and each Lender:

         8.1.1  Audit Report.  As soon as available, but in any
    event within one hundred (100) days after the end of each
    Fiscal Year of the Borrower:

         (a)  copies of the audited consolidated balance sheet,
    statement of earnings, stockholders' equity and cash flows
    of the Borrower as at the end of such Fiscal Year and an
    unaudited consolidating balance sheet of the Borrower as of
    the end of such Fiscal Year and the related statements of
    earnings for such Fiscal Year, in each case setting forth
    the figures as of the end of, and for, the previous year,
    prepared in reasonable detail and in accordance with GAAP
    applied consistently throughout the periods reflected
    therein, certified (as 

<PAGE>   69

    to the consolidated balance sheet, statement of earnings,
    stockholders' equity and cash flows only) without
    Qualification by Ernst & Young (or such other independent
    certified public accountants of recognized standing
    acceptable to the Required Lenders); and

         (b)  a certificate from such accountants containing a
    computation of, and showing compliance with, each of the
    financial ratios and restrictions contained in Sections 9.5
    and 10, and to the effect that, in making the examination
    necessary for the signing of the annual audit report of the
    Borrower by such accountants, they have not become aware of
    any non-compliance by the Borrower under this Agreement or
    the Related Documents or any Default;

         8.1.2  Quarterly Reports.  As soon as available, but in
    any event within fifty-two (52) days after the end of each
    Fiscal Quarter of each Fiscal Year of the Borrower, copies
    of the unaudited consolidated balance sheet, statement of
    earnings, stockholders' equity and cash flows of the
    Borrower as at the end of and for such Fiscal Quarter and an
    unaudited consolidating balance sheet of the Borrower as of
    the end of such Fiscal Quarter and the related unaudited
    statements of earnings for such Fiscal Quarter and the
    portion of the Fiscal Year through such Fiscal Quarter, and
    with respect to the consolidated balance sheet, statement of
    earnings, stockholders' equity and cash flows setting forth
    in comparative form the figures as of the end of, and for,
    the corresponding periods of the previous Fiscal Year and
    the previous Fiscal Quarter, prepared in reasonable detail
    and in accordance with GAAP applied consistently throughout
    the periods reflected therein and certified by the chief
    financial officer of the Borrower as presenting fairly the
    financial condition and results of operations of the
    Borrower and its Subsidiaries (subject to normal year-end
    and audit adjustments);

         8.1.3  Tax Returns and Reports.  If requested by the
    Administrative Agent, copies of all federal, state, local
    and foreign Tax Returns and Reports filed by the Borrower
    and any of its Subsidiaries;

         8.1.4  SAP Financial Statements.

         (a)  As soon as possible, but in any event within
    seventy (70) days after the end of each Fiscal Year of 

<PAGE>   70

    each of the Reliance Standard Insurance Companies, Safety
    National, and, after the consummation of any other
    Acquisition permitted under this Agreement, each Acquired
    Person (to the extent applicable), a copy of the Annual
    Statement of such Reliance Standard Insurance Company,
    Safety National and such Acquired Person for such Fiscal
    Year prepared in accordance with SAP and accompanied by the
    certification of the chief financial officer of such
    Reliance Standard Insurance Company, Safety National and
    such Acquired Person that such financial statement presents
    fairly, in accordance with SAP, the financial condition and
    results of operations of such Reliance Standard Insurance
    Company, Safety National and such Acquired Person as of the
    end of, and for, the period then ended;

         (b)  As soon as possible, but in any event within
    fifty-two (52) days after the end of each Fiscal Quarter of
    each Fiscal Year of each of the Reliance Standard Insurance
    Companies, Safety National, and, after the consummation of
    any other Acquisition permitted under this Agreement, each
    Acquired Person (to the extent applicable) a copy of the
    quarterly statement of such Reliance Standard Insurance
    Company, Safety National and such Acquired Person for such
    Fiscal Quarter, all prepared in accordance with SAP and
    accompanied by the certification of the chief financial
    officer of such Reliance Standard Insurance Company, Safety
    National and such Acquired Person that all such financial
    statements present fairly in accordance with SAP the
    financial condition and results of operations of such
    Reliance Standard Insurance Company, Safety National and
    such Acquired Person as of the end of, and for, the period
    then ended;

         (c)  Within thirty (30) days after being delivered to
    any of the Reliance Standard Insurance Companies, Safety
    National, and, after consummation of any other Acquisition
    permitted under this Agreement, each Acquired Person (to the
    extent applicable), any final Triennial Examination Report
    issued by the Department or the NAIC;

         (d)  Within one hundred (100) days after the close of
    each Fiscal Year of each of the Reliance Standard Insurance
    Companies, Safety National, and, after consummation of any
    other Acquisition permitted under this Agreement, each
    Acquired Person (to the extent applicable), a copy of the
    "Statement of Actuarial 

<PAGE>   71

    Opinion" and "Management Discussion and Analysis" for such
    Reliance Standard Insurance Company, Safety National and
    such Acquired Person which is provided to the applicable
    Department (or equivalent information should the Department
    no longer require such a statement) as to the adequacy of
    loss reserves of such company.  Such opinion shall be in the
    format prescribed by the Department;

         8.1.5  Compliance Certificate.  Contemporaneously with
    the furnishing of a copy of each set of the statements and
    reports provided for in Sections 8.1.1 and 8.1.2, a duly
    completed certificate, substantially in the form of
    Exhibit D (the "Compliance Certificate"), signed by the
    chief financial officer of the Borrower, containing, among
    other things, a computation of, and showing compliance with,
    each of the applicable financial ratios and restrictions
    contained in Sections 9 and 10 (including a calculation of
    the Debt to Capital Ratio) and to the effect that as of such
    date, to the best of Borrower's knowledge, no Default has
    occurred and is continuing, or, if there is any such event,
    describing it and the steps, if any, being taken to cure it;

         8.1.6  Auditors' Materials.  Promptly upon receipt
    thereof, copies of all management letters and reports
    regarding the Borrower or any of its Subsidiaries submitted
    to the Borrower or its Subsidiaries by independent public
    accountants in connection with each annual audit report made
    by such accountants of the books of the Borrower or any of
    its Subsidiaries;

         8.1.7  Business Plan and Projections.  As soon as
    available, but in any event no later than sixty (60) days
    after the beginning of each Fiscal Year, updated projections
    of the Borrower, including, without limitation, the
    operating cash flow of the Borrower for such Fiscal Year and
    the statutory income statement of RSL, Safety National and,
    after consummation of any other Acquisition permitted by
    this Agreement, each Acquired Person (to the extent
    applicable) for such Fiscal Year;

         8.1.8  Reports to SEC and to Shareholders.  Promptly
    upon the filing or making thereof, copies of each filing and
    report made by the Borrower or any of its Subsidiaries with
    or to any securities exchange or the Securities and Exchange
    Commission and of each 

<PAGE>   72

    communication from the Borrower to shareholders generally in
    their capacity as shareholders;

         8.1.9  Notice of Default, Litigation and License
    Matters.  Promptly and without delay upon learning of the
    occurrence of any of the following, written notice thereof,
    describing the same and the steps being taken by the
    Borrower with respect thereto:

         (a)  the occurrence of a Default,

         (b)  the institution of any Material Litigation or the
    occurrence of any Material Litigation Development,

         (c)  the commencement of any dispute which might lead
    to the material modification, transfer, revocation,
    suspension or termination of this Agreement or any Related
    Document, or

         (d)  any Material Adverse Change;

         8.1.10  Insurance and Actuarial Reports.

         (a)  written notification thirty (30) days prior to any
    cancellation or material change of any insurance policy
    listed on Schedule 7.20 by the Borrower or any of its
    Subsidiaries, and within five (5) Business Days after
    receipt of any notice (whether formal or informal) of
    cancellation or material change by any of its insurers if,
    in either case, such cancellation or change could reasonably
    be expected to cause a Material Adverse Change; and

         (b)  promptly for each Reliance Standard Insurance
    Company, Safety National, and after consummation of any
    other Acquisition permitted by this Agreement, each Acquired
    Person (to the extent applicable) to the Administrative
    Agent (which shall promptly furnish to the Lenders) all
    actuarial reports required to be delivered to the
    Department;

         8.1.11  ERISA Liability.  Promptly upon learning of the
    occurrence of the following, written notice thereof
    describing the same and the steps being taken by Borrower
    with respect thereto:

         (a)  the failure of the Borrower or any other member of
    the Controlled Group to make a required contribution to any
    Single Employer Pension Plan if 

<PAGE>   73

    such failure is sufficient to give rise to a Lien under
    section 302(f)(1) of ERISA or accumulated funding deficiency
    under section 302 of ERISA,

         (b)  the institution of any steps by the Borrower or
    any other member of the Controlled Group to withdraw from,
    or the institution of any steps by the Borrower or any other
    member of the Controlled Group to terminate, any Pension
    Plan which could reasonably be expected to result in
    liability to the Pension Benefit Guaranty Corporation or any
    successor thereto or such Pension Plan in excess of
    $10,000,000,

         (c)  the taking of any action with respect to a Single
    Employer Pension Plan which could reasonably be expected to
    result in the requirement that the Borrower or any of its
    Subsidiaries furnish a bond or other security to the Pension
    Benefit Guaranty Corporation or any successor thereto or
    such Single Employer Pension Plan, or

         (d)  the occurrence of any event with respect to any
    Single Employer Pension Plan which could reasonably be
    expected to result in the incurrence by the Borrower or any
    of its Subsidiaries of any liability, fine, Tax or penalty
    in excess of $10,000,000;

         8.1.12  Pension Plan Withdrawals.  With respect to each
    Multiemployer Pension Plan which is a "multi-employer plan,"
    as defined in section 4001 of ERISA as to which any member
    of the Controlled Group may incur any liability, written
    notice thereof, as soon as it has reason to believe (on the
    basis of the most recent information available to it) that
    the sum of (a) the withdrawal liability that would be
    incurred by the Controlled Group if all members of the
    Controlled Group were to completely withdraw from all
    multi-employer plans as to which any member of the
    Controlled Group has an obligation to contribute, and
    (b) the aggregate amount of the outstanding withdrawal
    liability (without unaccrued interest) incurred by the
    Controlled Group to multi-employer plans, would exceed
    $10,000,000;

         8.1.13  Information Concerning the Parent and the
    Subsidiaries.  Promptly upon learning thereof, written
    notice of



<PAGE>   74

         (a)  the occurrence with respect to any of its
    Subsidiaries or the Parent of any of the events the
    occurrence of which in relation to the Borrower would
    constitute an Event of Default under Section 12.1.3;

         (b)  the execution of any agreement by any of its
    Subsidiaries to merge with or consolidate into or with, or
    purchase or otherwise acquire all or substantially all of
    the assets or stock of any class of, or any partnership or
    joint venture interest in, any other Person, or for the
    sale, transfer, lease or conveyance by any of its
    Subsidiaries of all or any substantial part of its assets or
    sale or assignment without recourse of any of its
    receivables; and

         (c)  any action which may reasonably be expected to
    result in a Change in Control;

         8.1.14  Environmental Liabilities.  Promptly upon
    learning thereof, written notice (together with copies, if
    available) of all Environmental Claims against the Borrower
    or any of its Subsidiaries that, individually or in the
    aggregate, could reasonably be expected to have a Material
    Adverse Effect and that relates to the Borrower's or any
    Subsidiary's,

         (a)  properties or facilities, or

         (b)  compliance with Environmental Laws, together with
    a description of the steps being taken by the Borrower or
    such Subsidiary with respect thereto;

         8.1.15  [Intentionally omitted];

         8.1.16  Insurance Holding Company Filings.  Copies of
    all material Insurance Holding Company System Act filings
    with Governmental Authorities by the Borrower which seek
    approval of Governmental Authorities with respect to
    transactions between the Borrower and its Affiliates or
    which relate to dividends no later than ten (10) Business
    Days after such filings are made;

         8.1.17  Insurance Licenses.  Within ten (10) Business
    Days of such notice, notice of actual suspension,
    termination or revocation of any License or material
    restriction thereon of any of the Reliance Standard
    Insurance Companies, Safety National, and after consummation
    of any other Acquisition permitted hereunder, each Acquired
    Person (to the extent 

<PAGE>   75

    applicable) by any Governmental Authority or of receipt of
    notice from any Governmental Authority notifying any of the
    Reliance Standard Insurance Companies, Safety National or
    such Acquired Person of a scheduled hearing (which is not
    withdrawn within ten (10) days) relating to such a
    suspension, termination, revocation or restriction,
    including any request by a Governmental Authority which
    commits any of the Reliance Standard Insurance Companies,
    Safety National or such Acquired Person to take, or refrain
    from taking, any action or which otherwise materially and
    adversely affects the authority of any of the Reliance
    Standard Insurance Companies, Safety National or such
    Acquired Person to conduct its business;

         8.1.18  Insurance Proceedings.  Within ten (10)
    Business Days of such notice, notice of any pending or
    threatened investigation or regulatory proceeding (other
    than routine periodic investigations or reviews) by any
    Governmental Authority concerning the business, practices or
    operations of any of the Reliance Standard Insurance
    Companies, Safety National, and, after consummation of any
    other Acquisition permitted under this Agreement, each
    Acquired Person (to the extent applicable) including any
    agent or managing general agent thereof, which could
    reasonably be expected to have a Material Adverse Effect;

         8.1.19  Changes in Applicable Insurance Code. 
    Promptly, upon knowledge of the Borrower, any of the
    Reliance Standard Insurance Companies, Safety National, or,
    after consummation of any other Acquisition permitted under
    this Agreement, each Acquired Person (to the extent
    applicable) to the Administrative Agent (who shall promptly
    deliver such notice to the Lenders), notice of any actual or
    proposed material changes in any Applicable Insurance Code
    which could reasonably be expected to cause a Material
    Adverse Change;

         8.1.20  Reinsurance Agreements.  Promptly, notice of
    any material change or modification to any Reinsurance
    Agreements or Surplus Relief Reinsurance Agreements whether
    entered into before or after the Closing Date including
    Reinsurance Agreements, if any, which were in a runoff mode
    on the Closing Date, which change or modification could have
    a Material Adverse Effect;



<PAGE>   76

         8.1.21  Investments.  Within fifty-two (52) days of the
    end of each Fiscal Quarter and one hundred (100) days of the
    end of each Fiscal Year, (a) a list of the Limited
    Partnership Investments of the Borrower and its Subsidiaries
    and the Borrower's best estimates of capital account changes
    and performance as to each of such Limited Partnership
    Investments (based on information provided by the managers
    of such partnerships) and (b) an updated calculation of the
    aggregate Limited Partnership Investments' standard
    deviation of monthly rates of return and a comparison of
    such standard deviation to that of the S&P 500 and the
    Salomon Bond Index (or their equivalents);

         8.1.22  Revenue Agent Notices.  Promptly, and in any
    event within ten (10) days of receipt, any revenue agent's
    reports or statutory notices of deficiency related to the
    Borrower or any of its Subsidiaries which could reasonably
    be expected to have a Material Adverse Effect;

         8.1.23  Notice of Tax Claim.  Prompt notice to the
    Administrative Agent of the commencement of any claim,
    audit, examination, notice of deficiency, or other change or
    adjustment by any Governmental Authority (a "Tax Claim"), or
    of the extension of any statute of limitations regarding
    Taxes which could reasonably be expected to have a Material
    Adverse Effect;

         8.1.24  Other Tax Information.  Upon request, promptly
    to the Administrative Agent copies of all correspondence
    (including without limitation, notices, requests,
    explanations, determinations, schedules, charts and lists)
    delivered to any Governmental Authority in connection with
    any Tax Claim or Taxes and any protest, petition or refund
    suit filed on behalf of any Subsidiaries in connection with
    any Tax Claim or Taxes; 

         8.1.25  Tax Sharing Agreements.  Promptly an executed
    copy of any Tax Sharing Agreement permitted by this
    Agreement executed after the Third Restatement Date; and

         8.1.26  Other Information.  From time to time such
    other information and certifications concerning the Borrower
    and any of its Subsidiaries as the Administrative Agent or a
    Lender may reasonably request.



<PAGE>   77

    SECTION 8.2  Corporate Existence; Foreign Qualification.  Do
and cause to be done at all times all things necessary to
(a) maintain and preserve the existence of the Borrower and each
of its Subsidiaries, except as otherwise permitted pursuant to
Section 9.2(a), (b) be, and ensure that each of its Subsidiaries
are, duly qualified to do business and in good standing in each
jurisdiction where the nature of their business makes such
qualification necessary or failure to so qualify could have a
Material Adverse Effect, and (c) comply, and cause its
Subsidiaries to comply, with all contractual obligations and
requirements of law binding upon such entity, except to the
extent that the failure to comply therewith could not in the
aggregate have a Material Adverse Effect.

    SECTION 8.3  Books, Records and Inspections.

         (a)  Maintain, and cause each of its Subsidiaries to
    maintain, complete and accurate books and records;

         (b)  permit, and cause each of its Subsidiaries to
    permit, access at reasonable times by the Administrative
    Agent and each Lender to its books and records;

         (c)  permit, and cause each of its Subsidiaries to
    permit, the Administrative Agent and each Lender to inspect
    at reasonable times its properties and operations; and

         (d)  permit, and cause each of its Subsidiaries to
    permit, the Administrative Agent and each Lender to discuss
    its business, operations and financial condition with its
    officers.

    SECTION 8.4  Insurance.  Maintain, and cause each of its
Subsidiaries to maintain, insurance with responsible insurance
companies, or, as permitted by applicable law, to self-insure,
with respect to its properties and business against such
casualties and contingencies and of such types and in such
amounts as is customary in the case of similar businesses.

    SECTION 8.5  Taxes and Liabilities.

         (a)  Pay, and cause each of its Subsidiaries to pay,
    when due all Taxes and other material liabilities, except as
    contested in good faith and by appropriate proceedings with
    respect to which reserves have been established, and are
    being maintained, in accordance with GAAP if and so long as
    forfeiture of any part of 

<PAGE>   78

    the Collateral will not result from the failure to pay any
    such Taxes or other material liabilities during the period
    of any such contest;

         (b)  cause each of the Reliance Standard Insurance
    Companies (other than FRSL) to continue to qualify as life
    insurance companies under section 816 of the Code, except to
    the extent failure to so qualify would not materially
    adversely impact the cash under the Tax Sharing Agreements
    which would have been available to the Borrower if such
    Reliance Standard Insurance Company had continued to qualify
    as a life insurance company; and

         (c)  cause each of the Reliance Standard Insurance
    Companies to promptly file consolidated federal tax returns
    and to include all such companies on such returns, except to
    the extent failure to so file a consolidated federal tax
    return would not adversely impact the cash under the Tax
    Sharing Agreements which would have been available to the
    Borrower if such Reliance Standard Insurance Company had
    filed a consolidated federal tax return.

    SECTION 8.6  Pension Plans and Welfare Plans.  Maintain each
Single Employer Pension Plan and Welfare Plan in compliance in
all material respects with all applicable requirements of law,
and any rules and regulations related thereto.

    SECTION 8.7  Compliance with Laws.  Comply, and cause each
of its Subsidiaries to comply, with all federal, state and local
laws, rules and regulations related to its businesses (including,
without limitation, all such laws, rules and regulations relating
to Hazardous Materials or the disposal thereof) if the failure so
to comply could have a Material Adverse Effect.

    SECTION 8.8  Maintenance of Permits.  Maintain, and cause
each of its Subsidiaries to maintain, all permits, licenses and
consents as may be required for the conduct of its business by
any state, federal or local government agency or instrumentality
(including, without limitation, the Licenses and any such
license, consent or permit relating to Hazardous Materials or the
disposal thereof) if the failure to maintain such licenses,
permits and consents could have a Material Adverse Effect.

    SECTION 8.9  Environmental Compliance.  Maintain, and cause
each of its Subsidiaries to maintain, (a) all material permits,
approvals, certificates, licenses and other authorizations
relating to environmental matters in effect and use and operate 

<PAGE>   79

all of its facilities and properties in material compliance with
all Environmental Laws, and (b) appropriate procedures for the
handling of all Hazardous Materials in material compliance with
all applicable Environmental Laws, and materially comply with
such procedures at all times.

    SECTION 8.10  Best Rating.  Cause RSL and Safety National at
all times to maintain a rating by A.M. Best Company of "A-" or
better; provided, that no violation of this Section 8.10 shall
occur unless such rating is not achieved within two years from
the date of violation.

    SECTION 8.11  Dividends.  To the maximum extent permitted by
law, without necessitating approval of the Department, cause each
of the Reliance Standard Insurance Companies and Safety National
to make dividends or principal or interest payments on surplus
debentures, including, without limitation, the Surplus Debenture,
to the Borrower, RSL-Texas, RSL or SIG Holdings, as applicable,
to the extent necessary to satisfy the Liabilities.


                  SECTION 9.  NEGATIVE COVENANTS

    The Borrower agrees that, on and after the Effective Date
and for so long thereafter as any Lender has any Commitment
hereunder or any of the Liabilities remains unpaid or
outstanding, the Borrower will:

    SECTION 9.1  Liens.  Not, and not permit any of its
Subsidiaries to, create, assume or suffer to exist any Lien on
any asset now owned or hereafter acquired by it, except for the
following (collectively called "Permitted Liens"):

         (a)  Liens in favor of the Administrative Agent for the
    benefit of the Lenders pursuant to this Agreement and the
    Related Documents;

         (b)  Liens for current Taxes not delinquent or for
    Taxes being contested in good faith and by appropriate
    proceedings and with respect to which adequate reserves are
    being maintained in accordance with GAAP;

         (c)  Liens in connection with the acquisition or
    leasing of fixed or capital assets after the date hereof to
    the extent permitted under Section 10.6 and attaching only
    to the property being acquired, provided the Indebtedness
    secured thereby does not exceed ninety percent (90%) of the
    fair market value of such property at the time of
    acquisition thereof;

<PAGE>   80

         (d)  Liens shown on Schedule 9.1;

         (e)  Liens incurred in the ordinary course of business
    in connection with worker's compensation, unemployment
    insurance or other forms of governmental insurance or
    benefits or to secure performance of tenders, statutory
    obligations, leases and contracts (other than for borrowed
    money) entered into in the ordinary course of business or to
    secure obligations on surety or appeal bonds;

         (f)  Liens of mechanics, carriers, materialmen and
    other like Liens arising in the ordinary course of business
    in respect of obligations which are not delinquent or which
    are being contested in good faith and by appropriate
    proceedings and with respect to which adequate reserves are
    being maintained in accordance with GAAP;

         (g)  Liens arising in the ordinary course of business
    for sums being contested in good faith and by appropriate
    proceedings and with respect to which adequate reserves are
    being maintained in accordance with GAAP, or for sums not
    due, and in either case not involving any deposits or
    advances for borrowed money or the deferred purchase price
    of property or services;

         (h)  Liens in favor of the Federal Home Loan Bank of
    Pittsburgh;

         (i)  Liens incurred in connection with the acquisition
    of Investments permitted by this Agreement, including,
    without limitation, Liens in favor of the holders of the SIG
    Notes with respect to the capital stock of Safety National
    pursuant to the SIG Pledge Agreement;

         (j)  Liens arising in connection with reverse
    repurchase agreements entered into in the ordinary course of
    business;

         (k)  Liens in favor of the LC Administrative Agent for
    the benefit of the Lenders pursuant to the Master Letter of
    Credit Agreement and the Related Documents (as defined in
    the Master Letter of Credit Agreement); and

         (l)  Liens pursuant to trust or other security
    arrangements in connection with reinsurance agreements under 

<PAGE>   81

    which insurance liabilities are ceded to any of the Reliance
    Standard Insurance Companies or Safety National.

    SECTION 9.2  Consolidation, Merger, etc.  Not, and not
permit any of its Subsidiaries to, liquidate or dissolve,
consolidate with, or merge into or with, any other Person, or
purchase or otherwise acquire all or substantially all of the
assets of any Person (or of any division thereof) except:

         (a)  any Subsidiary of the Borrower may liquidate or
    dissolve voluntarily into, and may merge with and into, the
    Borrower or any other Subsidiary of the Borrower; provided
    that with respect to any merger between Subsidiaries of the
    Borrower the percentage of the equity and voting power of
    the surviving Subsidiary owned by the Borrower immediately
    after such merger shall not be less than the greatest
    percentage of the equity and voting power owned by the
    Borrower in any Subsidiary party to such merger immediately
    prior thereto;

         (b)  so long as no Default has occurred and is
    continuing or would occur after giving effect thereto, the
    Borrower and its Subsidiaries may purchase or acquire,
    through merger, consolidation or otherwise, all or
    substantially all of the assets or capital stock of a Person
    so long as the purchase price of all such assets and capital
    stock plus the purchase price paid for books of insurance
    business purchased by any of the Reliance Standard Insurance
    Companies and Safety National pursuant to Section 9.15,
    taken in the aggregate from and after the Third Restatement
    Date, does not exceed thirty percent (30%) of the
    Consolidated Equity of the Borrower, as determined after
    giving effect to the applicable purchase or acquisition,
    including for such purpose any increase in Consolidated
    Equity of the Borrower arising from the issuance by the
    Borrower of common stock or warrants, options or other
    rights with respect to the Borrower's common stock in
    connection with such purchase or acquisition (not including,
    for purposes of calculating any purchase price with respect
    to any purchase or acquisition under this Section 9.2(b),
    any part of such price that is represented by such common
    stock, warrants, options or other rights); and

         (c)  any Subsidiary (other than any of the Reliance
    Standard Insurance Companies and Safety National) engaged
    primarily in investing in securities may voluntarily 

<PAGE>   82

    dissolve or liquidate so long as its net assets are
    distributed in accordance with the proportionate equity
    interests of its shareholders, partners or other beneficial
    owners.

    SECTION 9.3  Asset Disposition, etc.  Not, and not permit
any of its Subsidiaries to, sell, assign, lease, transfer,
contribute, convey or otherwise dispose of, or grant options,
warrants or other rights with respect to, any of its assets to
any Person, unless:

         (a)  such sale, assignment, transfer, lease,
    contribution, conveyance or other disposition is in the
    ordinary course of its business;

         (b)  the book value of such assets net of related
    liabilities, together with the net book value of all other
    assets sold, transferred, leased, contributed or conveyed
    otherwise than in the ordinary course of business by the
    Borrower or any of its Subsidiaries pursuant to this clause
    since the Effective Date, does not exceed $10,000,000;

         (c)  such sale, transfer, lease, contribution,
    conveyance or other disposition has been consented to in
    writing by the Required Lenders (it being understood such
    Required Lenders shall have no obligation to so consent); or

         (d)  such sale, transfer, contribution or conveyance is
    in connection with any liquidation, dissolution,
    consolidation or merger permitted under Section 9.2.

    SECTION 9.4  Dividends, etc.  Except for (a) dividends made
on preferred stock of the Borrower when no Default has occurred,
(b) dividends made on common stock of the Borrower when no
Default has occurred which do not, in any Fiscal Year, exceed 4%
of the Consolidated Equity of the Borrower as of December 31 of
the Fiscal Year immediately preceding the Fiscal Year in which
such dividend is to be made, (c) the repurchase or redemption of
capital stock of the Borrower when no Default has occurred in an
annual amount which does not exceed 4% of the Consolidated Equity
of the Borrower as of December 31 of the Fiscal Year immediately
preceding the Fiscal Year in which such repurchase or redemption
occurs (provided, however, that if dividends are to be made on
common stock of the Borrower and the repurchase or redemption of
capital stock of the Borrower are to occur in the same Fiscal
Year, such dividends and the repurchase or redemption of such
capital stock may not exceed, in the aggregate, 4% of the 

<PAGE>   83

Consolidated Equity of the Borrower as of December 31 of the
immediately preceding Fiscal Year), and (d) in addition to
clauses (a) through (c), repurchases of capital stock of the
Borrower when no Default has occurred in an aggregate amount not
to exceed $20,000,000 during the term of this Agreement, not
(i) declare, pay or make any dividend or distribution (in cash,
property or obligations) on any shares of any class of capital
stock (now or hereafter outstanding) of the Borrower or on any
warrants, options or other rights with respect to any shares of
any class of capital stock (now or hereafter outstanding) of the
Borrower (other than dividends or distributions payable in its
common stock or warrants to purchase its common stock or splitups
or reclassifications of its stock into additional or other shares
of its common stock) or apply, or permit any of its Subsidiaries
to apply, any of its funds, property or assets to the purchase,
redemption, sinking fund or other retirement of any shares of any
class of capital stock (now or hereafter outstanding) of the
Borrower or any option, warrant or other right to acquire shares
of the Borrower's capital stock (other than any such payment
pursuant to stock appreciation rights granted and exercised in
accordance with applicable rules and regulations of the
Securities and Exchange Commission); or (ii) make any deposit for
any of the foregoing purposes.

    SECTION 9.5  Investments.  Not, and not permit any of its
Subsidiaries to, make, incur, assume or suffer to exist any
Investment in any other Person, except:
         (a)  Investments in Cash Equivalents;

         (b)  the recapitalization of the Investment
    Subsidiaries as contemplated by and in connection with the
    Master Letter of Credit Agreement and the Trust Documents,
    and in the ordinary course of business, Investments by the
    Borrower in any of its Subsidiaries, or by any such
    Subsidiary in any of its or the Borrower's Subsidiaries or
    the Borrower, by way of contributions to capital or loans or
    advances; and

         (c)  other Investments by any of the Borrower and its
    Subsidiaries which shall not violate any of the following
    guidelines:

              (i)  All Investments by the Reliance Standard
         Insurance Companies, Safety National and any Acquired
         Person (if an insurance company) shall be in compliance
         with the Applicable Insurance Code(s) of each Reliance
         Standard Insurance Company's, Safety National's and
         such Acquired 

<PAGE>   84

         Person's state of domicile or approved by the
         applicable Department;

              (ii)  Investments by the Reliance Standard
         Insurance Companies, Safety National and, after
         consummation of any other Acquisition permitted by this
         Agreement, each Acquired Person (if an insurance
         company) in Risk Assets shall not exceed (in the
         aggregate) 10% of the aggregate Invested Assets of the
         Reliance Standard Insurance Companies, Safety National
         and such Acquired Person;

              (iii)  Investments by the Borrower and its
         Subsidiaries in Limited Partnership Investments shall
         not exceed 1.00 times the Consolidated Equity of the
         Borrower;

              (iv)  Investments by the Borrower and its
         Subsidiaries in securities of a single issuer (other
         than (A) U.S. Government Securities; (B) overnight
         investments in securities rated at least A-2 by
         Standard & Poor's or P-2 by Moody's which are purchased
         through short-term asset management accounts offered by
         any commercial banks organized under the laws of the
         United States which are Lenders or which have a
         combined capital and surplus in excess of $500,000,000;
         (C) repurchase agreements collateralized by any of the
         securities referenced in clauses (A) and (B) above or
         clause (2) below; and (D) investments in the Borrower
         or any of its Affiliates) shall not exceed (1) except
         as to securities covered by clause (2) below, the
         lesser of 2% of the consolidated total assets of the
         Borrower and its Subsidiaries or 20% of Consolidated
         Equity of the Borrower; or (2) as to asset-backed
         securities backed by a single pool of assets that are
         Investment Grade Securities, 5% of the consolidated
         total assets of the Borrower and its Subsidiaries;

provided, however, that for purposes of applying Section 9.5(c),
Investments by Subsidiaries of the Borrower which are not wholly-owned 
Subsidiaries shall only be taken into account to the extent
that the Borrower's direct or indirect proportionate equity
interest of such Subsidiary is taken into account in calculating
Consolidated Equity of the Borrower.



<PAGE>   85

    SECTION 9.6  Other Senior Indebtedness; Subsidiary Senior
Notes; Trust Documents; Master Letter of Credit Agreement.  Not,
and not permit any of its Subsidiaries to:

         (a)  other than as permitted by this Agreement, enter
    into any amendment or modification of the Other Senior
    Indebtedness or the Subsidiary Senior Notes which (i)
    increases the principal of or rate of interest on the Other
    Senior Indebtedness or the Subsidiary Senior Notes, (ii)
    shortens the stated maturity or Average Life of the Other
    Senior Indebtedness or the Subsidiary Senior Notes, or (iii)
    would otherwise have a Material Adverse Effect; or 

         (b)  enter into any amendment or modification of any
    Trust Document (other than the Subsidiary Senior Notes,
    subject to the restrictions set forth in clause (a) above)
    or the Master Letter of Credit Agreement or any document or
    instrument executed in connection therewith which is in any
    manner materially adverse to the interests of the Lenders.

    SECTION 9.7  Take or Pay Contracts.  Not, and not permit any
of its Subsidiaries to, enter into or be a party to any
arrangement for the purchase of materials, supplies, other
property or services if such arrangement by its express terms
requires that payment be made by the Borrower or such Subsidiary
regardless of whether such materials, supplies, other property or
services are delivered or furnished to it.

    SECTION 9.8  Regulations G and U.  Not, and not permit any
of its Subsidiaries to, use or permit any proceeds of the Loans
to be used, either directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of "purchasing or
carrying margin stock" within the meaning of Regulations G and U.

    SECTION 9.9  Subsidiaries.  Notwithstanding any provision of
this Agreement to the contrary, not, and not permit any of its
Subsidiaries to, create or permit to exist any Subsidiary other
than the Subsidiaries listed on Schedule 7.10 unless the
Administrative Agent and the Lenders are promptly notified of the
creation or existence of any such Subsidiary.

    SECTION 9.10  Other Agreements.  Not, and not permit any of
its Subsidiaries to, enter into any agreement containing any
provision which (a) would be violated or breached by the
performance of its obligations hereunder or under any instrument
or document delivered or to be delivered by it hereunder or in
connection herewith, (b) other than in connection with the 

<PAGE>   86

issuance of the Letters of Credit under the Master Letter of
Credit Agreement, or the SIG Note Agreement, prohibits or
restricts the creation or assumption of any Lien (other than
Permitted Liens) upon its properties, revenues or assets (whether
now owned or hereafter acquired) as security for the Liabilities
hereunder, (c) other than the SIG Note Agreement, prohibits or
restricts the ability of any of its Subsidiaries to make
dividends or advances or payments to the Borrower, (d) other than
the Master Letter of Credit Agreement, prohibits or restricts the
ability of the Borrower or any of its Subsidiaries to amend or
otherwise modify this Agreement or any other document executed in
connection herewith, or (e) other than the SIG Note Agreement,
constitutes an agreement to a limitation or restriction of the
type described in clauses (a) through (d) with respect to any
other Indebtedness.

    SECTION 9.11  Business Activities.  Not, and not permit any
of its Subsidiaries to, (a) engage in any type of business except
(i) the businesses in which the Borrower and its Subsidiaries are
presently engaged as of the date hereof, (ii) credit life, health
insurance, and investment management services for Persons other
than the Borrower and its Subsidiaries, (iii) the acquisition or
origination of financial assets, including but not limited to
mortgage, automobile and other consumer finance loans, and the
origination of securitizations based on such financial assets,
(iv) any other line of insurance business which the Borrower and
its Subsidiaries are presently licensed to write, as indicated on
Schedule 7.26, and as to which the Borrower or the applicable
Subsidiary notifies the Administrative Agent (which shall
promptly notify the Lenders) in writing prior to its engaging in
such business of its intent to engage in such business and that
it does not reasonably anticipate that the premiums derived from
such business will exceed twenty percent (20%) of the aggregate
insurance premiums to be received by the Borrower and its
Subsidiaries during the Fiscal Year next following the date of
such written notice and (v) in the case of Safety National, such
lines of property and casualty business (whether or not it is
presently licensed to write such lines) as may be incidental to
the sale and marketing of the lines of business in which it is
presently engaged, or (b) substantially alter the methods by
which the Borrower or its Subsidiaries conduct such business.

    SECTION 9.12  Change of Location or Name.  Not, and not
permit any of its Subsidiaries to, change (a) the location of its
principal place of business, chief executive office, major
executive office, chief place of business or records concerning
its business and financial affairs, or (b) its name or the name
under or by which it conducts its business, in each case without
first giving the Administrative Agent at least thirty (30) days'

<PAGE>   87

advance written notice thereof (which notice shall promptly be
delivered to the Lenders by the Administrative Agent) and having
taken any and all action required or desirable to maintain and
preserve the Lien on Collateral in favor of the Administrative
Agent for the benefit of the Lenders as contemplated hereby free
and clear of any other Lien whatsoever except for Permitted
Liens; provided, however, that notwithstanding the foregoing,
neither the Borrower nor any of its Subsidiaries shall change the
location of its principal place of business, chief executive
office, major executive office, chief place of business or
records concerning its business and financial affairs to any
place outside the contiguous continental United States of
America.

    SECTION 9.13  Transactions with Affiliates.  Not, and not
permit any of its Subsidiaries to, enter into, or cause, suffer
or permit to exist any arrangement, Reinsurance Agreement,
Surplus Relief Reinsurance Agreement, contract with or investment
in any of its other Affiliates which is not a directly or
indirectly wholly-owned Subsidiary of the Borrower unless such
arrangement (a) is fair and equitable to the Borrower or such
Subsidiary, (b) is of a sort which would be entered into by a
prudent Person in the position of the Borrower or such Subsidiary
with a Person which is not one of its Affiliates, and (c) is on
terms which are not less favorable to the Borrower or such
Subsidiary than are obtainable from a Person which is not one of
its Affiliates.

    SECTION 9.14  Reinsurance.

         (a)  Not, and not permit its Subsidiaries to, enter
    into Surplus Relief Reinsurance Agreements which in the
    aggregate provide statutory pre-tax gain to the Reliance
    Standard Insurance Companies and/or Safety National of more
    than an aggregate benefit of the amount then outstanding of
    more than $10,000,000.  Except as set forth in Schedule
    7.27, any Surplus Relief Reinsurance Agreements entered into
    under this Section 9.14(a) shall be with responsible
    reinsurers rated "A-" or better by A.M. Best Company.

         (b)  Not, and not permit its Subsidiaries to, make any
    change or modification to any Reinsurance Agreement which
    change or modification could have a Material Adverse Effect. 
    Except as set forth on Schedule 7.27, any Reinsurance
    Agreement pursuant to which the Borrower or any of the
    Reliance Standard Insurance Companies or Safety National
    cede any liabilities as to which the failure of such
    reinsurer to perform its 

<PAGE>   88

    obligations thereunder could reasonably be expected to have
    a Material Adverse Effect shall be with responsible
    reinsurers rated "A-" or better by A.M. Best Company or with
    reinsurers reasonably acceptable to the Required Lenders.

    SECTION 9.15  Books of Business.  Not, and not permit any of
the Reliance Standard Insurance Companies, Safety National or any
Acquired Person to, purchase books of insurance business with a
purchase price which, when aggregated with the purchase price for
all other books of business and for assets and capital stock
purchases pursuant to Section 9.2(b), taken in the aggregate from
and after the Third Restatement Date, exceeds thirty percent
(30%) of the Consolidated Equity of the Borrower, determined as
provided in Section 9.2(b).

    SECTION 9.16  Ownership of RSL, SIG Holdings and Safety
National.  (a) Not permit RSL-Texas to cease to own, free and
clear of all Liens (other than Liens created under the Borrower
Pledge Agreement), at least 100% of the outstanding shares of
voting stock and voting power of RSL on a fully diluted basis,
except as a result of any merger, consolidation, liquidation or
dissolution referenced in clause (a) of the definition of Change
of Control, whereafter this clause (a) shall apply to the
Borrower rather than to RSL-Texas; (b) not cease to own, free and
clear of all Liens (other than Liens created under the Borrower
Pledge Agreement), at least 100% of the outstanding voting stock
and voting power of SIG Holdings and (c) not permit SIG Holdings
to cease to own, free and clear of all Liens (other than Liens
created by the SIG Pledge Agreement and the Subsidiary Pledge
Agreement), at least 100% of the outstanding shares of voting
stock and voting power of Safety National on a fully diluted
basis.


                 SECTION 10.  FINANCIAL COVENANTS

    The Borrower agrees that, on and after the Effective Date
and for so long thereafter as any Lender has any Commitment
hereunder or any of the Liabilities remain unpaid or outstanding,
it will:

    SECTION 10.1  Minimum Surplus.  Not permit Capital and
Surplus plus IMR/AVR of RSL to be less than $150,000,000 at any
time and not permit Capital and Surplus of Safety National to be
less than $75,000,000 at any time.

    SECTION 10.2  Consolidated Equity of the Borrower.  Not
permit Consolidated Equity of the Borrower at any time to be less

<PAGE>   89

than $275,000,000 plus 50% of the consolidated Net Income of the
Borrower and its Subsidiaries for the period beginning on January
1, 1997 and ending on the applicable date of calculation.  This
calculation shall be made as of the end of each Fiscal Quarter
for the Fiscal Quarter then ended.

    SECTION 10.3  Operating Leverage of RSL.  Not permit the
ratio of Statutory Liabilities minus IMR/AVR of RSL to Capital
and Surplus plus IMR/AVR of RSL to exceed 15.0:1 at any time. 
This ratio shall be measured as of the end of each Fiscal Quarter
for the Fiscal Quarter then ended.

    SECTION 10.4  Debt to Capital.  Not permit the Debt to
Capital Ratio to exceed at any time during any Fiscal Year set
forth below the ratio set forth opposite such Fiscal Year:

         Fiscal Year                   Ratio

         1996                          .50:1
         1997                          .50:1
         1998 and thereafter           .45:1

    This ratio shall be measured as of the end of each Fiscal
Quarter for the Fiscal Quarter then ended.

    SECTION 10.5  Risk-Based Capital.  Not permit the Risk-Based
Capital of RSL to fall below 140% and not permit the Risk-Based
Capital of Safety National to fall below 105%.  This ratio shall
be measured as of the end of each Fiscal Year for the Fiscal Year
then ended.

    SECTION 10.6  Capital Expenditures.  Not permit Consolidated
Capital Expenditures of the Borrower to exceed $3,000,000 in any
Fiscal Year; provided, that to the extent Consolidated Capital
Expenditures actually made by the Borrower in any Fiscal Year are
less than the amount permitted for that Fiscal Year, the Borrower
may carry over the additional amount to any succeeding Fiscal
Year.

    For purposes hereof, "Consolidated Capital Expenditures"
shall mean, for any period, the capital expenditures of the
Borrower and its Subsidiaries for such period as determined in
accordance with GAAP.

    SECTION 10.7  Cash Coverage Ratio.  Not permit the Cash
Coverage Ratio of the Borrower to be less than 1.4 to 1 as of the
end of any Fiscal Quarter.


<PAGE>   90

                     SECTION 11.  CONDITIONS

    The effectiveness of this Agreement and the obligation of
each of the Lenders to make its Loans as provided for hereunder
is subject to the performance by the Borrower of all of its
obligations under this Agreement and to the satisfaction of the
following conditions precedent:

    SECTION 11.1  Effectiveness of Agreement; Initial Borrowing. 
In the case of the effectiveness of this Agreement and the
initial Borrowing hereunder, the Administrative Agent shall have
received on or before the Effective Date all of the following,
each, except to the extent otherwise specified below, duly
executed by a Responsible Officer of the Borrower, dated the
Third Restatement Date (or such earlier date as shall be
satisfactory to the Administrative Agent and each of the
Lenders), in form and substance satisfactory to the
Administrative Agent, and each in sufficient number of signed
counterparts to provide one for each Lender (except that with
respect to the Notes, if any, to be delivered pursuant to Section
11.1.2 below, the Borrower shall be required to deliver one
original Note to each of the respective Lenders):

         11.1.1  An executed copy of this Agreement;

         11.1.2  If requested by a Lender, an appropriately
    completed Note executed by a Responsible Officer of the
    Borrower payable to the order of such Lender in the amount
    set forth opposite such Lender's name on Schedule 2.1;

         11.1.3  Favorable opinions of Chad Coulter, counsel to
    the Borrower and SIG Holdings and general counsel of each of
    the Reliance Standard Insurance Companies and Jeffrey Otto,
    general counsel of Safety National, substantially in the
    form of Exhibits E-1 and E-2, respectively, in each case,
    addressing such other legal matters as the Administrative
    Agent may require;

         11.1.4  An executed Second Borrower Reaffirmation
    Agreement in substantially the form of Exhibit I (the
    "Second Borrower Reaffirmation Agreement");

         11.1.5  An executed SIG Holdings Reaffirmation
    Agreement;

         11.1.6  An officer's certificate of the Borrower
    substantially in the form of Exhibit F and dated as of the
    date hereof, signed by the president or a 

<PAGE>   91

    vice-president of the Borrower and attested to by the
    secretary or assistant secretary of the Borrower and SIG
    Holdings, together with certified copies of the Borrower's,
    the Reliance Standard Insurance Companies', SIG Holdings and
    Safety National's certificate or articles of incorporation,
    by-laws and, as to the Borrower and SIG Holdings, incumbency
    and resolutions;

         11.1.7  Evidence of the good standing of the Borrower,
    the Reliance Standard Insurance Companies, SIG Holdings and
    Safety National in the jurisdiction in which such Person is
    incorporated or domiciled;

         11.1.8  Evidence that the Borrower shall have paid to
    the Administrative Agent the fees and expenses provided for
    herein;

         11.1.9  Evidence satisfactory to the Administrative
    Agent that each of the Related Documents have been executed
    and delivered and are in full force and effect without
    amendment or modification except for amendments or
    modifications acceptable to the Administrative Agent;

         11.1.10  Certified copies of each material consent,
    license and approval required in connection with the
    execution, delivery, performance, validity and
    enforceability of this Agreement and the Related Documents;

         11.1.11  Certificate of a Responsible Officer of the
    Borrower that there are no material insurance regulatory
    proceedings pending or threatened against any of the
    Reliance Standard Insurance Companies, SIG Holdings or
    Safety National; 

         11.1.12  A certificate of a Responsible Officer of the
    Borrower, dated the Third Restatement Date, as to the
    matters set forth in Sections 11.3.2 through 11.3.5;

         11.1.13  An officer's certificate, signed by a
    Responsible Officer of the Borrower, certifying that since
    December 31, 1995, no event has occurred which individually
    or in the aggregate could have a Material Adverse Effect;

         11.1.14  A certified list of the Responsible Officers
    and directors of the Borrower; 



<PAGE>   92

         11.1.15  A certified calculation of the Debt to Capital
    Ratio calculated based on Consolidated Funded Debt and
    Consolidated Equity of the Borrower as of the end of the
    Fiscal Quarter immediately preceding the Third Restatement
    Date; and

         11.1.16  Such other information and documents as may
    reasonably be required or requested by the Administrative
    Agent and the Administrative Agent's counsel.

    SECTION 11.2  Acquisition Loans.  In addition to the
satisfaction of the conditions precedent in Section 11.1, the
obligation of the Lenders to make Loans to consummate any
Acquisition permitted by this Agreement is subject to the
following further conditions precedent:

         11.2.1    The Borrower shall have delivered to the
    Administrative Agent and the Lenders in form and detail
    satisfactory to the Administrative Agent and the Required
    Lenders,

              (a)   at least twenty (20) days prior to any
         requested Borrowing, a duly executed preliminary
         financing request, substantially in the form of
         Exhibit J, outlining the aggregate principal amount of
         any requested Borrowing which the Borrower will request
         to facilitate or consummate such Acquisition; and

              (b)  duly executed pledge agreements, security
         agreements, mortgages, hypothecation agreements,
         amendments, financing statements and other documents as
         the Administrative Agent and the Required Lenders shall
         deem necessary or appropriate whereby the Borrower or
         the applicable Subsidiary shall grant to the
         Administrative Agent, for the benefit of the Lenders, a
         first priority lien on, and security interest in, (i)
         with respect to any Acquisition by the Borrower or any
         of its Subsidiaries (other than any Subsidiary which is
         an insurance company) of the type referenced in clause
         (b) of the definition of Acquisition, the capital stock
         or partnership or membership interests of such Acquired
         Person and (ii) with respect to any Acquisition by the
         Borrower or any of its Subsidiaries (other than any
         Subsidiary which is an insurance company) of the type
         referenced in clause (a) of the definition of
         Acquisition, the assets of such Acquired Person, in
         each case as the Administrative Agent and the Required
         Lenders shall request;


<PAGE>   93

         11.2.2   The Borrower shall have delivered to the
    Administrative Agent and the Lenders certified copies of any
    acquisition agreements, letters of intent, asset purchase
    agreements, stock purchase agreements or other related
    documentation or instruments proposed to be executed and
    delivered in connection therewith as the Administrative
    Agent or the Required Lenders shall request;

         11.2.3    The Borrower shall have delivered to the
    Administrative Agent and the Lenders such other information
    and documents as may reasonably be required or requested by
    the Administrative Agent, the Required Lenders and the
    Administrative Agents's counsel.

    SECTION 11.3  All Loans.  In addition to the satisfaction of
the conditions precedent in Section 11.1, the obligation of each
Lender to make each Loan is subject to the following further
conditions precedent:

         11.3.1  The Administrative Agent shall have received an
    appropriately completed Notice of Borrowing duly executed by
    the president or chief financial officer of the Borrower.

         11.3.2  No Default exists or will result from the
    making of such Loan. 

         11.3.3  The representations and warranties of the
    Borrower contained in Section 7 and in the Related
    Documents, as updated from time to time in a manner
    reasonably acceptable to the Required Lenders, are true and
    correct in all material respects with the same effect as
    though made (in such updated form) on the Third Restatement
    Date.

         11.3.4  No Material Litigation exists except as
    disclosed on Schedule 7.8, and since the Third Restatement
    Date no Material Litigation Development has occurred with
    respect to any Litigation so disclosed on Schedule 7.8.

         11.3.5  No Letter of Credit shall be drawn and
    unreimbursed under the Master Letter of Credit Agreement.




<PAGE>   94

         SECTION 12.  EVENTS OF DEFAULT AND THEIR EFFECT

    SECTION 12.1  Events of Default.  An "Event of Default"
shall exist if any one or more of the following events (herein
collectively called "Events of Default") shall occur and be
continuing:

         12.1.1  Non-Payment of Loans, etc.

         (a)  Default in the payment or prepayment when due of
    any principal of or interest on any Loan; or

         (b)  Default and continuance for five (5) days in the
    payment when due of any other amount owing by the Borrower
    pursuant to this Agreement or any Related Documents.

         12.1.2  Non-Payment of Other Indebtedness.  Default in
    the payment when due (subject to any applicable grace
    period), whether by acceleration or otherwise, of any
    Indebtedness of the Borrower or any of its Subsidiaries
    (other than Indebtedness in respect of this Agreement) in an
    aggregate amount at any one time in excess of $5,000,000 or
    default in the performance or observance of any obligation
    or condition with respect to any such Indebtedness if the
    effect of such default in performance or observance is to
    accelerate the maturity of any such Indebtedness or to
    permit the holder or holders thereof, or any trustee or
    agent for such holders, to cause such Indebtedness to become
    due and payable prior to its expressed maturity.

         12.1.3  Bankruptcy, Insolvency, etc.  The Borrower or
    any of its Subsidiaries becomes insolvent or generally fails
    to pay, or admits in writing its inability to pay, debts as
    they become due; or the Borrower or any of its Subsidiaries
    applies for, consents to, or acquiesces in the appointment
    of, a trustee, receiver or other custodian for the Borrower
    or any of its Subsidiaries or any property thereof, or makes
    a general assignment for the benefit of creditors; or, in
    the absence of such application, consent or acquiescence, a
    trustee, receiver or other custodian is appointed for the
    Borrower or any of its Subsidiaries or for a substantial
    part of the property of any thereof and is not discharged
    within thirty (30) days; or any bankruptcy, reorganization,
    debt arrangement, or other case or proceeding under any 

<PAGE>   95

    bankruptcy or insolvency law, or any dissolution or
    liquidation proceeding (except the voluntary dissolution,
    not under any bankruptcy or insolvency law, of a
    Subsidiary), is commenced in respect of the Borrower or any
    of its Subsidiaries and if such case or proceeding is not
    commenced by the Borrower or any of its Subsidiaries, it is
    consented to or acquiesced in by the Borrower or any of its
    Subsidiaries or remains for thirty (30) days undismissed; or
    the Borrower or any of its Subsidiaries takes any corporate
    action to authorize, or in furtherance of, any of the
    foregoing.

         12.1.4  Defaults Under this Agreement.  Failure by the
    Borrower to comply with or perform any of the covenants or
    agreements of the Borrower set forth in Sections 8.1.9, 9
    (other than Sections 9.5, 9.7, 9.9 and 9.12 which shall be
    governed by Section 12.1.5) or 10.

         12.1.5  Other Noncompliance with this Agreement. 
    Failure by the Borrower or any of its Subsidiaries to comply
    with or perform any other provision of this Agreement or the
    Related Documents applicable to it (other than those listed
    in Sections 12.1.1, 12.1.2, 12.1.4 or those constituting an
    Event of Default under any of the other provisions of this
    Section 12) and continuance of such failure for thirty
    (30) days after notice thereof to the Borrower from the
    Administrative Agent.

         12.1.6  Representations and Warranties.  Any
    representation or warranty made by the Borrower, or any of
    its Subsidiaries herein or in any of the Related Documents
    is false or misleading in any material respect as of the
    date hereof or as of the date hereafter certified, or any
    schedule, certificate, financial statement, report, notice,
    or other writing furnished by the Borrower, or any of its
    Subsidiaries to the Administrative Agent or any Lender is
    false or misleading in any material respect on the date as
    of which the facts therein set forth are stated or
    certified.

         12.1.7  Pension Plans.  With respect to any Single
    Employer Pension Plan there shall exist a deficiency of more
    than $10,000,000 in the plan assets available to satisfy the
    benefits guaranteeable under ERISA with respect to such
    plan, and (a) such plan is terminated or (b) the Borrower or
    any other member of its 

<PAGE>   96

    Controlled Group withdraws from or institutes steps to
    withdraw from such plan and such withdrawal is reasonably
    likely to result in liability to the Borrower in excess of
    $10,000,000, or (c) a Reportable Event shall occur with
    respect to such plan which constitutes reasonable grounds
    for the termination of such plan by the Pension Benefit
    Guaranty Corporation or any successor thereto and which is
    reasonably likely to result in liability of the Borrower in
    excess of $10,000,000.

         12.1.8  Adverse Judgment.  One or more final judgments
    or decrees (other than judgments or decrees against any
    Subsidiary which is an insurance company in the ordinary
    course of business) shall be entered against the Borrower or
    any of its Subsidiaries involving, in the aggregate, a
    liability (not covered by collectible insurance or
    indemnification) of $10,000,000 or more and all such
    judgments or decrees shall not have been vacated, satisfied,
    discharged or stayed or bonded pending appeal within ten
    (10) consecutive days from the entry thereof.

         12.1.9  Related Documents.  The Borrower or any of its
    Subsidiaries shall fail to comply with any of the provisions
    of the Related Documents applicable to it within any
    applicable grace period; or any of the Related Documents
    shall fail to remain in full force and effect and such
    failure shall continue for ten (10) days; or any action
    shall be taken by the Borrower or any of its Subsidiaries to
    discontinue any of the Related Documents or to assert the
    invalidity of any thereof.

         12.1.10  Change in Control.  The occurrence of a Change
    in Control.

         12.1.11  Default under Master Letter of Credit
    Agreement.  The occurrence of an Event of Default as defined
    in the Master Letter of Credit Agreement.

    SECTION 12.2  Effect of Event of Default.  If any Event of
Default described in Section 12.1.3 shall occur and be
continuing, the Commitments (if they have not theretofore
terminated) shall immediately and automatically terminate and all
Liabilities shall become immediately and automatically due and
payable, all without presentment, demand, protest or notice of
any kind which presentment, demand, protest and notice are hereby
expressly waived; and, in the case of any other Event of Default, 

<PAGE>   97

the Administrative Agent may (or shall, upon the written request
of the Required Lenders) declare the Commitments (if they have
not theretofore terminated) to be terminated and all Liabilities
to be due and payable, whereupon the Commitments (if they have
not theretofore terminated) shall immediately terminate and all
Liabilities shall become immediately due and payable, all without
presentment, demand, protest or notice of any kind (which
presentment, demand, protest or notice are hereby expressly
waived).  The Administrative Agent shall promptly advise the
Borrower and each Lender of any such declaration, but failure to
do so shall not impair the effect of such declaration. 
Notwithstanding the foregoing or any provision of Section 15.1,
the effect as an Event of Default of any event described in
Section 12.1.3 may be waived by the written concurrence of the
Lenders holding 100% of the aggregate unpaid principal amount of
the Loans, and the effect as an Event of Default of any other
event described in this Section 12 may be waived as provided in
Section 15.1.


              SECTION 13.  THE ADMINISTRATIVE AGENT

    SECTION 13.1  Authorization and Action.  Each Lender hereby
appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers to the
extent provided herein or in any document or instrument delivered
hereunder or in connection herewith, together with such other
action as may be reasonably incidental thereto.  As to matters
not expressly provided for by this Agreement (including, without
limitation, enforcement or collection of this Agreement or any
Related Documents) the Administrative Agent shall not be required
to exercise any discretion, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Required
Lenders and such instructions shall be binding upon all Lenders. 
Under no circumstances shall the Administrative Agent be required
to take any action which exposes the Administrative Agent to
personal liability or which is contrary to this Agreement or to
the Related Documents or applicable law.

    SECTION 13.2  Liability of the Administrative Agent. 
Neither the Administrative Agent nor any of its directors,
officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection
with this Agreement and the Related Documents, except for its or
their own gross negligence or willful misconduct.  Without
limiting the generality of the foregoing, the Administrative
Agent (a) may treat any Lender as such until the Administrative
Agent receives an executed Assignment Agreement entered into

<PAGE>   98

between a Lender and an Eligible Assignee pursuant to
Section 14.1; (b) may consult with legal counsel (including
counsel for the Borrower), independent public accountants and
other experts or consultants selected by it; (c) shall not be
liable for any action taken or omitted to be taken in good faith
by the Administrative Agent in accordance with the advice of
counsel, accountants, consultants or experts; (d) makes no
warranty or representation to any Lender and shall not be
responsible to any Lender for any recitals, statements,
warranties or representations, whether written or oral, made in
or in connection with this Agreement or the Related Documents;
(e) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, obligations,
covenants or conditions of this Agreement on the part of the
Borrower or to inspect the property (including, without
limitation, any books and records) of the Borrower; (f) shall not
be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of
this Agreement, any Related Document, any Collateral or other
support or security, or any other document furnished in
connection with any of the foregoing; and (g) shall incur no
liability under or in respect of this Agreement or any Related
Document by action upon any written notice, statement,
certificate, order, telephone message, facsimile or other
document which the Administrative Agent believes in good faith to
be genuine and correct and to have been signed, sent or made by
the proper Person.

    SECTION 13.3  BofA NT&SA and Affiliates.  With respect to
the Loans made by it, BofA NT&SA shall have the same rights and
powers under this Agreement and the Related Documents as any
other Lender and may exercise the same as though it were not the
Administrative Agent; and the term "Lender" or "Lenders" shall,
unless otherwise expressly indicated, include BofA NT&SA in its
individual capacity.  BofA NT&SA and its Affiliates may accept
deposits from, lend money to, act as trustee under indentures of,
and generally engage in any kind of business with, the Borrower
and any of its Subsidiaries and any Person who may do business
with or own securities of the Borrower or any of its
Subsidiaries, all as if BofA NT&SA were not the Administrative
Agent and without any duty to account therefor to the Lenders.

    SECTION 13.4  Lender Credit Decision.  Each Lender
acknowledges that it has, independently and without reliance upon
the Administrative Agent or any other Lender and based on the
financial statements referred to in Section 7.6 and such other
documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. 
Each Lender also acknowledges that it will, independently and

<PAGE>   99

without reliance upon the Administrative Agent or any other
Lender 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 action under this Agreement.

    SECTION 13.5  Indemnification.  The Lenders agree to
indemnify the Administrative Agent (to the extent not reimbursed
by the Borrower), ratably according to their Percentages, from
and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or assessed against the Administrative
Agent in any way relating to or arising out of this Agreement or
the Related Documents, or any action taken or omitted by the
Administrative Agent under this Agreement or the Related
Documents; provided, that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Administrative Agent's gross
negligence or willful misconduct.  Without limiting any of the
foregoing, each Lender agrees to reimburse the Administrative
Agent promptly upon demand for its Percentage of any expenses
(including reasonable counsel fees) incurred by the
Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment,
waiver or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under this Agreement or the Related
Documents to the extent that the Administrative Agent is not
reimbursed for such expenses by the Borrower.  All obligations
provided for in this Section 13.5 shall survive termination of
this Agreement.

    SECTION 13.6  Successor Agents.  The Administrative Agent
may resign at any time and the Administrative Agent may be
removed at any time with cause by the Required Lenders upon
thirty (30) days prior written notice thereof to the
Administrative Agent.  Upon any such resignation or removal, the
Required Lenders shall have the right to appoint a successor
agent.  If no successor agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment within
thirty (30) days after the retiring agent's giving of notice of
resignation or the Required Lenders' removal of the retiring
agent, then the retiring agent may, on behalf of the Lenders,
appoint a successor agent which shall be a commercial bank having
a combined capital and surplus of at least $250,000,000.  Upon
the acceptance of any appointment as agent hereunder by a
successor agent, such successor agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and

<PAGE>   100

duties of the retiring agent, and the retiring agent shall be
discharged from its duties and obligations in its capacity as
agent under this Agreement.  After any retiring agent's
resignation or removal hereunder as agent, the provisions of this
Section 13 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was agent under this
Agreement.

    SECTION 13.7  Collateral Matters.  (a) The Administrative
Agent is authorized on behalf of all the Lenders, without the
necessity of any notice to or further consent from the Lenders,
from time to time to take any action with respect to any
Collateral or the Related Documents which may be necessary to
perfect and maintain perfected the security interest in and Liens
upon the Collateral granted pursuant to the Related Documents.

         (b)  The Lenders irrevocably authorize the
Administrative Agent, at its option and in its discretion, to
release any Lien granted to or held by the Administrative Agent
upon any Collateral (i) upon termination of the Commitments and
payment in full of all Loans and all other Liabilities known to
the Administrative Agent and payable under this Agreement or any
Related Document; (ii) constituting property sold or to be sold
or disposed of as part of or in connection with any disposition
permitted hereunder; (iii) constituting property in which the
Borrower or any of its Subsidiaries owned no interest at the time
such Lien was granted or at any time thereafter; (iv)
constituting property leased to the Borrower or any of its
Subsidiaries under a lease which has expired or been terminated
in a transaction permitted under this Agreement or is about to
expire and which has not been, and is not intended by the
Borrower or such Subsidiary to be, renewed or extended; (v)
consisting of an instrument evidencing Indebtedness or other debt
instrument, if the indebtedness evidenced thereby has been paid
in full; or (vi) if approved, authorized or ratified in writing
by the Required Lenders or all the Lenders, as the case may be,
as provided in Section 15.1.  Upon request by the Administrative
Agent at any time, the Lenders will confirm in writing the
Administrative Agent's authority to release particular types or
items of Collateral pursuant to this Section 13.7.

         (c)  Each Lender agrees with and in favor of each other
(which agreement shall not be for the benefit of the Borrower or
any of its Subsidiaries) that the Borrower's obligation to such
Lender under this Agreement and the Related Documents is not and
shall not be secured by any real property collateral now or
hereafter acquired by such Lender.

<PAGE>   101

    SECTION 13.8  Co-Agents.  None of the Lenders identified on
the facing page or signature pages of this Agreement as a
"co-agent" shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those
applicable to all Lenders as such.  Without limiting the
foregoing, none of the Lenders so identified as a "co-agent"
shall have or be deemed to have any fiduciary relationship with
any Lender.  Each Lender acknowledges that it has not relied, and
will not rely, on any of the Lenders so identified in deciding to
enter into this Agreement or in taking or not taking action
hereunder.


           SECTION 14.  ASSIGNMENTS AND PARTICIPATIONS

    SECTION 14.1  Assignments.

         (a)  Each Lender shall have the right at any time to
    assign, with the consent of the Administrative Agent and the
    Borrower (which consent will not unreasonably be withheld),
    to any Eligible Assignee, all or any part of such Lender's
    rights and obligations under this Agreement and the Related
    Documents including its rights in respect of its Loan and
    its Note.  Any such assignment shall be pursuant to an
    assignment agreement, substantially in the form of Exhibit G
    (an "Assignment Agreement"), duly executed by such Lender
    and the Eligible Assignee, and acknowledged by the
    Administrative Agent.  Although its failure to do so will
    not affect any of the rights or obligations provided for
    therein or herein, the Borrower agrees, if it has consented
    to an assignment hereunder, to duly acknowledge any
    Assignment Agreement executed by any assigning Lender
    promptly after its receipt of the same.

         (b)  Each assignment may be made on a pro rata or non-pro rata basis,
    at the option of the assigning Lender, with
    respect to all rights and obligations of the assigning
    Lender including the Loans and its Note.  Each assignment
    shall be in an amount equal to or in excess of $5,000,000
    (except for assignments of the entire unpaid balance, if
    less than $5,000,000, of the Loans of a Lender or to another
    Lender).  In the case of any such assignment, upon the
    fulfillment of the conditions in Section 14.1(c), this
    Agreement shall be deemed to be amended to the extent, and
    only to the extent, necessary to reflect the addition of
    such Eligible Assignee, and such Eligible Assignee shall for 

<PAGE>   102

    all purposes be a Lender party hereto and shall have, to the
    extent of such assignment, the same rights and obligations
    as a Lender hereunder.

         (c)  An assignment shall become effective hereunder
    when all of the following shall have occurred:

              (i)  the Assignment Agreement shall have been
    executed by the parties thereto,

              (ii)  the Assignment Agreement shall have been
    acknowledged by the Administrative Agent and consented to by
    the Borrower (which consent shall not be unreasonably
    withheld),

              (iii)  either the assigning Lender or the Eligible
    Assignee shall have paid a processing fee of $3,000 to the
    Administrative Agent for its own account; provided that the
    Eligible Assignee shall be solely responsible for such
    processing fee with respect to any assignment pursuant to
    Section 5.9, and

              (iv)  the assigning Lender and the Administrative
    Agent shall have agreed upon a date upon which such
    assignment shall become effective.  Upon such assignment
    becoming effective, the Administrative Agent shall forward
    all payments of interest, principal, fees and other amounts
    that would have been made to the assigning Lender, in
    proportion to the percentage of the assigning Lender's
    rights transferred, to the Eligible Assignee.  

         (d)  Upon the effectiveness of any assignment, the
    assigning Lender shall be relieved from its obligations
    hereunder to the extent of the obligations so assigned
    (except to the extent, if any, that the Borrower, any other
    Lender or the Administrative Agent have rights against such
    assigning Lender as a result of any default by such Lender
    under this Agreement).  Promptly following the effectiveness
    of each assignment, the Administrative Agent shall furnish
    to the Borrower and each Lender a revised Schedule 2.1,
    revised to reflect such assignment.  Notwithstanding
    anything contained in this Agreement to the contrary, any
    Lender may at any time assign all or any portion of its
    rights under this Agreement and the Restated Notes issued to
    it to a Federal Reserve Bank; provided, that no such
    assignment 

<PAGE>   103

    shall release a Lender from any of its obligations
    hereunder.

    SECTION 14.2  Participations.

         (a)  Each Lender may grant participations in all or any
    part of its Commitment, its Loans and its Note to any
    commercial bank or other financial institution.  A
    participant shall not have any rights under this Agreement
    or any other document delivered in connection herewith (the
    participant's rights against such Lender in respect of such
    participation to be those set forth in the agreement
    executed by such Lender in favor of the participant relating
    thereto, which agreement with respect to such participation
    shall not restrict such Lender's ability to make any
    modification, amendment or waiver to this Agreement without
    the consent of the participant except that the consent of
    such participant may be required in connection with matters
    requiring the consent of all of the Lenders under Section
    15.1).  Notwithstanding the foregoing, each participant
    shall have the rights of a Lender pursuant to Section 4.6
    and 5; provided that with respect to Section 5, the
    Borrower's liability shall be no greater than if such Lender
    had not participated its Commitment and Loans to such
    participant hereunder.  All amounts payable by the Borrower
    under this Agreement shall be determined as if the Lender
    had not sold such participation.  In the event of any such
    sale by a Lender of participating interests to a
    participant, such Lender's obligations under this Agreement
    shall remain unchanged, such Lender shall remain solely
    responsible for the performance thereof, such Lender shall
    remain the holder of any obligation for all purposes under
    this Agreement, and the Borrower and the Administrative
    Agent shall continue to deal solely and directly with such
    Lender in connection with such Lender's rights and
    obligations under this Agreement.

         (b)  Limitation of Rights of any Participant. 
    Notwithstanding anything in the foregoing to the contrary,

              (i)  no participant shall have any direct rights
    hereunder,

              (ii)  the Borrower, the Administrative Agent and
    the Lenders, other than the selling Lender, shall deal
    solely with the selling Lender and shall not be 

<PAGE>   104

    obligated to extend any rights or make any payment to, or
    seek any consent of, the participant,

              (iii)  no participation shall relieve the selling
    Lender of any of its other obligations hereunder and such
    Lender shall remain solely responsible for the performance
    thereof, and

              (iv)  except as agreed by the Lender and its
    participant to the extent permitted under Section 14.2(a),
    no participant, other than an affiliate of the selling
    Lender, shall be entitled to require such Lender to take or
    omit to take any action hereunder, except that such Lender
    may agree with such participant that such Lender will not,
    without participant's consent, take any action which would,
    affect any principal, interest or fee in which the
    participant has an ownership or beneficial interest.

    SECTION 14.3  Disclosure of Information.  The Borrower
authorizes each Lender to disclose to any participant, assignee
or Eligible Assignee (each, a "Transferee") and any prospective
Transferee any and all financial and other information in such
Lender's possession concerning the Borrower and its Subsidiaries
which has been delivered to such Lender by the Borrower in
connection with such Lender's credit evaluation of the Borrower
prior to entering into this Agreement or which has been delivered
to such Lender by the Borrower pursuant to this Agreement;
provided, that such information is public information at the time
of disclosure or such Lender has obtained a confidentiality
letter from such Transferee, substantially in the form of Exhibit
K, prior to such disclosure (except that, in connection with
disclosure to a Transferee or prospective Transferee that is an
insurance company or an Affiliate of an insurance company, such
Lender shall obtain the prior written consent of the Borrower).

    SECTION 14.4  Foreign Transferees.  If, pursuant to this
Section 14, any interest in this Agreement or any Loan or a Note
is transferred to any Transferee which is organized under the
laws of any jurisdiction other than the United States or any
state thereof, the transferor Lender shall cause such Transferee
(other than any participant), and may cause any participant,
concurrently with the effectiveness of such transfer,

         (a)  to represent to the transferor Lender (for the
    benefit of the transferor Lender, the Administrative Agent
    and the Borrower) that under applicable law and treaties no
    Taxes will be required to be withheld by the Administrative
    Agent,


<PAGE>   105

         (b)  to represent to the Borrower or the transferor
    Lender that under applicable law and treaties no Taxes will
    be required to be withheld with respect to any payments to
    be made to such Transferee in respect of the Loans or a
    Note,

         (c)  to furnish to the transferor Lender, the
    Administrative Agent and the Borrower either U.S. Internal
    Revenue Service Form 4224 or U.S. Internal Revenue Service
    Form 1001 (wherein such transfer claims entitlement to
    complete exemption from U.S. federal withholding tax on all
    interest payments hereunder), and

         (d)  to agree (for the benefit of the transferor
    Lender, the Administrative Agent and the Borrower) to
    provide the transferor Lender, the Administrative Agent and
    the Borrower a new Form 4224 or Form 1001 upon the
    obsolescence of any previously delivered form and comparable
    statements in accordance with applicable U.S. laws and
    regulations and amendments duly executed and completed by
    such Transferee, and to comply from time to time with all
    applicable U.S. laws and regulations with regard to such
    withholding tax exemption.


                    SECTION 15.  MISCELLANEOUS

    SECTION 15.1  Waivers and Amendments.  The provisions of
this Agreement and of each Related Document may from time to time
be amended, modified or waived, if such amendment, modification
or waiver is in writing and consented to by the Borrower and the
Required Lenders; provided that no such amendment, modification
or waiver:

         (a)  which would modify any requirement hereunder that
    any particular action be taken by all Lenders or by the
    Required Lenders, shall be effective without the consent of
    each Lender;

         (b)  which would modify this Section 15.1, change the
    definition of "Required Lenders," change any Percentage for
    any Lender (except pursuant to an Assignment Agreement),
    reduce any fees or any other amount payable to any Lender,
    extend the Revolver Termination Date, or subject any Lender
    to any additional obligations, shall be effective without
    the consent of each Lender;

<PAGE>   106

         (c)  which would permit the release of all or
    substantially all of the Collateral, shall be effective
    without the consent of each Lender;

         (d)  which would extend the due date for, or reduce the
    amount of, any payment or prepayment (including, without
    limitation, any prepayment required pursuant to Section 4.3)
    of principal of or interest on any Loan, or fee shall be
    effective without the consent of each Lender; provided that
    any Lender may waive any fees payable to such Lender
    hereunder without the consent of any other Lender; or

         (e)  which would affect adversely the interests, rights
    or obligations or the Administrative Agent (in such
    capacity), shall be effective without consent of the
    Administrative Agent.

    SECTION 15.2  Notices.  All notices, requests and other
communications to any party hereunder shall be in writing
(including bank wire, telex, facsimile or similar writing) and
shall be given to such party at its address, facsimile or telex
number set forth on the signature pages hereof or such other
address, facsimile or telex number as such party may hereafter
specify for such purpose by written notice to the Administrative
Agent and the Borrower.  Each such notice, request or other
communication shall be effective (a) if given by facsimile or
telex, when such facsimile or telex is transmitted to the telex
number specified in this Section and the appropriate answerback
is received, (b) if given by mail, seventy-two (72) hours after
such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid or (c) if given by any
other means, when delivered at the address specified in this
Section, provided that notices to the Administrative Agent under
Sections 3, 4 and 13 shall not be effective until received by the
Administrative Agent.

    SECTION 15.3  Regulation U.  Each Lender represents that it
in good faith is not relying, either directly or indirectly, upon
any margin stock (as such term is defined in Regulation U
promulgated by the Board of Governors of the Federal Reserve
System) as collateral security for the extension or maintenance
by it of any credit provided for in this Agreement.

    SECTION 15.4  Payment of Costs and Expenses.  The Borrower
agrees to pay on demand all expenses of the Administrative Agent
and, with respect to clause (d) below after the occurrence of an
Event of Default, the Lenders (including the reasonable fees and
out-of-pocket expenses of counsel for the Administrative Agent

<PAGE>   107

and the Lenders and of local counsel, if any, who may be retained
by such counsel) in connection with

         (a)  the negotiation, preparation, execution and
    delivery of this Agreement and of each Related Document,
    including schedules and exhibits, and any amendments,
    waivers, consents, supplements or other modifications to
    this Agreement or any Related Document as may from time to
    time hereafter be required, whether or not the transactions
    contemplated hereby or thereby are consummated, and

         (b)  the filing, recording, refiling or rerecording of
    any of the Related Documents (including the Pledge
    Agreements) and/or any Uniform Commercial Code financing
    statements relating thereto and all amendments, supplements
    and modifications to any thereof and any and all other
    documents or instruments of further assurance required to be
    filed or recorded or refiled or rerecorded by the terms
    hereof or of the Related Documents, and

         (c)  the preparation and/or review of the form of any
    document or instrument relevant to this Agreement or any
    Related Document, and

         (d)  the negotiation of any restructuring or "work-out", whether or 
    not consummated, of any Liabilities.

The Borrower further agrees to pay, and to save the Co-Agents,
the Administrative Agent and the Lenders harmless from all
liability for, any stamp or other Taxes which may be payable in
connection with the execution or delivery of this Agreement, the
Borrowings hereunder, or the issuance of the Notes or any other
Related Documents.  The Borrower also agrees to reimburse the Co-Agents, 
the Administrative Agent and each Lender upon demand for
all reasonable expenses (including reasonable attorneys' fees and
legal expenses) incurred by the Administrative Agent or such
Lender in connection with the enforcement of any Liabilities and
the consideration of legal issues relevant thereto.  All
obligations of the Borrower provided for in this Section 15.4
shall survive termination of this Agreement.

    SECTION 15.5  Indemnity.  The Borrower agrees to indemnify
the Administrative Agent, each Lender and each of their
respective directors, officers, employees, persons controlling or
controlled by any of them or their respective agents,
consultants, attorneys and advisors (the "Indemnified Parties") 

<PAGE>   108

and hold each Indemnified Party harmless from and against any and
all liabilities, losses, claims, damages, costs and expenses of
any kind to which any of the Indemnified Parties may become
subject, whether directly or indirectly (including, without
limitation, the reasonable fees and disbursements of counsel for
any Indemnified Party), relating to or arising out of this
Agreement, the Related Documents or any actual or proposed use of
the proceeds of the Loans hereunder; provided, that no
Indemnified Party shall have the right to be indemnified
hereunder for its own gross negligence or willful misconduct as
determined by a court of competent jurisdiction.  All obligations
of the Borrower provided for in this Section 15.5 shall survive
termination of this Agreement.

    SECTION 15.6  Subsidiary References.  The provisions of this
Agreement relating to Subsidiaries shall apply only during such
times as the Borrower has one or more Subsidiaries.

    SECTION 15.7  Captions.  Section captions used in this
Agreement are for convenience only, and shall not affect the
construction of this Agreement.

    SECTION 15.8  GOVERNING LAW.  THIS AGREEMENT AND THE NOTES
SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE
STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. 
ALL OBLIGATIONS OF THE BORROWER AND RIGHTS OF THE CO-AGENTS, THE
ADMINISTRATIVE AGENT AND THE LENDERS IN RESPECT OF THE
LIABILITIES EXPRESSED HEREIN OR IN THE RELATED DOCUMENTS SHALL BE
IN ADDITION TO AND NOT IN LIMITATION OF THOSE PROVIDED BY
APPLICABLE LAW.

    SECTION 15.9  Counterparts.  This Agreement may be executed
in any number of counterparts and by the different parties on
separate counterparts and each such counterpart shall be deemed
to be an original, but all such counterparts shall together
constitute but one and the same agreement.  When counterparts
executed by all the parties shall have been lodged with the
Administrative Agent (or, in the case of any Lender as to which
an executed counterpart shall not have been so lodged, the
Administrative Agent shall have received telegraphic, facsimile,
telex or other written confirmation from such Lender of execution
of a counterpart hereof by such Lender), this Agreement shall
become effective as of the Effective Date, and at such time the
Administrative Agent shall notify the Borrower and each Lender.

    SECTION 15.10  SUBMISSION TO JURISDICTION; WAIVER OF VENUE. 
THE BORROWER, ON BEHALF OF ITSELF AND EACH SUBSIDIARY, (A) HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY ILLINOIS STATE OR
FEDERAL COURT SITTING IN CHICAGO, ILLINOIS OVER ANY ACTION OR

<PAGE>   109

PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
RELATED DOCUMENTS, AND THE BORROWER HEREBY IRREVOCABLY AGREES
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH ILLINOIS STATE OR FEDERAL COURT, AND
(B) AGREES NOT TO INSTITUTE ANY LEGAL ACTION OR PROCEEDING
AGAINST THE CO-AGENTS, THE ADMINISTRATIVE AGENT OR ANY LENDER OR
THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR PROPERTY OF ANY
THEREOF, ARISING OUT OF OR RELATING TO THIS AGREEMENT, IN ANY
COURT OTHER THAN AS HEREINABOVE SPECIFIED IN THIS SECTION 15.10. 
THE BORROWER, ON BEHALF OF ITSELF AND EACH SUBSIDIARY, HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN
ANY ACTION OR PROCEEDING (WHETHER BROUGHT BY THE BORROWER, ANY
SUBSIDIARY, THE CO-AGENTS, THE ADMINISTRATIVE AGENT, ANY LENDER,
OR OTHERWISE) IN ANY COURT HEREINABOVE SPECIFIED IN THIS SECTION
15.10 AS WELL AS ANY RIGHT IT MAY NOW OR HEREAFTER HAVE TO REMOVE
ANY SUCH ACTION OR PROCEEDING, ONCE COMMENCED, TO ANOTHER COURT
ON THE GROUNDS OF FORUM NON CONVENIENS OR OTHERWISE.  THE
BORROWER ON BEHALF OF ITSELF AND EACH SUBSIDIARY AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON
THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

    SECTION 15.11  Service of Process.  The Borrower on behalf
of itself and each Subsidiary has appointed CT Corporation System
(the "Process Agent"), with an office on the date hereof at 208
South LaSalle Street, Chicago, Illinois 60604, United States, as
its agent to receive on behalf of the Borrower and its
Subsidiaries and its property service of copies of the summons
and complaint and any other process which may be served in any
such action or proceeding, provided that a copy of such process
is also mailed by registered or certified mail, postage prepaid,
to the Borrower at its address specified pursuant to Section
15.2.  Such service may be made by mailing or delivering a copy
of such process to the Borrower in care of the Process Agent at
the Process Agent's above address, and the Borrower hereby
irrevocably authorizes and directs the Process Agent to accept
such service on its behalf.  The Borrower agrees to indemnify
such Process Agent in connection with all matters relating to its
appointment as agent of the Borrower for such purposes, to enter
into any agreement relating to such appointment which such
Process Agent may customarily require, and to pay such Process
Agent's customary fees upon demand.  As an alternative method of
service, the Borrower for itself and its Subsidiaries also
irrevocably consents to the service of any and all process in any
such action or proceeding by the mailing of copies of such
process to the Borrower at its address specified pursuant to
Section 15.2.  Nothing in this Section 15.11 shall affect the
right of the Administrative Agent or any Lender to serve legal

<PAGE>   110

process in any other manner permitted by law or affect the right
of the Administrative Agent or any Lender to bring any action or
proceeding against the Borrower or its properties in the courts
of any other jurisdictions.

    SECTION 15.12  Successors and Assigns.  This Agreement shall
be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns; provided,
however, that:

         (a)  the Borrower may not assign or transfer its rights
    or obligations hereunder without the prior written consent
    of the Administrative Agent and all the Lenders; and

         (b)  the rights of the Lenders to make assignments or
    grant participations are subject to the provisions of
    Section 14.

    SECTION 15.13  WAIVER OF JURY TRIAL.  THE BORROWER, THE CO-AGENTS, 
THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
CONCERNING ANY RIGHTS UNDER THIS AGREEMENT, ANY RELATED DOCUMENT
OR UNDER ANY OTHER DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY
IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH,
OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION
WITH THIS AGREEMENT, AND AGREE THAT ANY SUCH ACTION, PROCEEDING
OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY; THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT AND THE LENDERS ENTERING INTO THIS
AGREEMENT.

    SECTION 15.14  Replacement of Existing Credit Agreement. 
This Agreement amends and restates the Existing Credit Agreement,
and each of the Notes amends and restates and is issued in
substitution for each of the Existing Revolving Notes.  Upon the
effectiveness of this Agreement:  (a) each of the Lenders, as
applicable, shall return its Existing Revolving Note to the
Borrower, marked to indicate that the Existing Revolving Note has
been replaced by the Note; and (b) all loans made pursuant to the
Existing Credit Agreement outstanding on such date shall be
deemed to be loans hereunder, shall be evidenced by the Notes, if
any, and shall be entitled to all of the benefits and bear all of
the obligations of this Agreement.


                          *     *     *


<PAGE>   111

    Delivered at Chicago, Illinois, as of the day and year first
above written.

                             DELPHI FINANCIAL GROUP, INC.


                             By:  /s/ JANE R. DUNLAP           
                             Name:  Jane R. Dunlap             
                             Title: Vice President & Treasurer


                             Notice Address

                             Address: Delphi Capital Mgmt.,Inc.
                                      650 Madison Avenue
                                      New York, NY 10022        
                             Attention: Robert Rosenkranz       
                             Telephone: 212-838-7000            
                             Facsimile: 212-838-7598            


<PAGE>   112

                             BANK OF AMERICA NATIONAL TRUST AND
                             SAVINGS ASSOCIATION, in its
                             capacity as Administrative Agent


                             By:  /s/ GARY R. PEET              
                             Name:  Gary R. Peet                
                             Title: Senior Vice President       


                             BANK OF AMERICA ILLINOIS


                             By:  /s/ ELIZABETH M. BISHOP      
                             Name:  Elizabeth M. Bishop        
                             Title: Vice President             


                             Lending Office (Base Rate
                               Loans)

                             Address:   231 South LaSalle Street
                                        Chicago, Illinois 60697
                             Attention: Deborah Lacy
                             Telephone: (312) 828-1784
                             Facsimile: (312) 974-9626


                             Lending Office (Offshore Rate       
                               Loans)

                             Address:   231 South LaSalle Street
                                        Chicago, Illinois 60697
                             Attention: Deborah Lacy
                             Telephone: (312) 828-1784
                             Facsimile: (312) 974-9626


                             Notice Address

                             Address:   231 South LaSalle St.#9L
                                        Chicago, Illinois 60697
                             Attention: Nita Savage
                             Telephone: (312) 828-4854
                             Facsimile: (312) 987-0889


<PAGE>   113
                             BANK OF MONTREAL


                             By: /s/ K. DANIEL STREIFF         
                             Name:   K. Daniel Streiff          
                             Title:  Director


                             Lending Office (Base Rate Loans)

                             Address:  115 South LaSalle Street
                                       Chicago, IL  60603
                             Attention:  Josie M. Nichols
                             Telephone:  (312) 750-3748
                             Facsimile:  (312) 750-3798 



                             Lending Office (Offshore Rate Loans)

                             Address:  115 South LaSalle Street
                                       Chicago, IL  60603
                             Attention:  Josie M. Nichols     
                             Telephone:  (312) 750-3775        
                             Facsimile:  (312) 750-3798           



                             Notice Address:  
                                       115 South LaSalle Street
                                       Chicago, IL  60603
                             Attention:  Josie M. Nichols     
                             Telephone:  (312) 750-3748        
                             Facsimile:  (312) 750-3798           


<PAGE>   114

                             THE BANK OF NEW YORK


                             By: /s/ ROBERT P. DONOHUE         
                             Name:  Robert P. Donohue
                             Title: Assistant Treasurer



                             Lending Office (Base Rate Loans)

                             Address:   One Wall Street        
                                        New York, NY  10286    
                             Attention: Maria I. Hernandez
                             Telephone: (212) 635-7912     
                             Facsimile: (212) 809-9520           



                             Lending Office (Offshore Rate Loans)

                             Address:   One Wall Street        
                                        New York, NY  10286    
                             Attention: Maria I. Hernandez
                             Telephone: (212) 635-7912         
                             Facsimile: (212) 809-9520           


                             Notice Address:

                                  Insurance Division
                                  One Wall Street, 17th Floor
                                  New York, NY  10286



<PAGE>   115

                             CORESTATES BANK, N.A.


                             By: /s/ H. DAVID TAMIMIE          
                             Name:  David Tamimie
                             Title: Vice President             



                             Lending Office (Base Rate Loans)

                             Address: 1339 Chestnut Street     
                                      Philadelphia, PA  19107  
                             Attention: Louise Claire          
                             Telephone: (215) 786-7454         
                             Facsimile: (215) 973-2045        



                             Lending Office (Offshore Rate Loans)

                             Address: 1339 Chestnut Street     
                                      Philadelphia, PA  19107  
                             Attention: Louise Claire          
                             Telephone: (215) 786-7454         
                             Facsimile: (215) 973-2045        



                             Notice Address:  1339 Chestnut Street 
                                              Philadelphia, PA  19107
                             Attention: Louise Claire          
                             Telephone: (215) 786-7454         
                             Facsimile: (215) 973-2045        




<PAGE>   116

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


                             By: /s/ JOHN S. MC GILL           
                             Name:  John S. McGill                    
                             Title: Vice President             

                             By: /s/ ECKHARD OSENBERG          
                             Name:  Eckhard Osenberg           
                             Title: Assistant Vice President   


                             Lending Office (Base Rate Loans)

                             Address:   31 West 52nd Street
                                        New York, NY  10019
                             Attention: Susan A. Maros
                             Telephone: (212) 474-8104
                             Facsimile: (212) 474-8108


                             Lending Office (Offshore Rate Loans)

                             Address:   31 West 52nd Street
                                        New York, NY  10019
                             Attention: Susan A. Maros
                             Telephone: (212) 474-8104
                             Facsimile: (212) 474-8108


                             Notice Address:

                             Address:   31 West 52nd Street
                                        New York, NY  10019
                             Attention: Susan A. Maros
                             Telephone: (212) 474-8104
                             Facsimile: (212) 474-8108



<PAGE>   117

                             DRESDNER BANK AG, NEW YORK BRANCH AND/OR
                             GRAND CAYMAN BRANCH


                             By: /s/ THOMAS J. NADRAMIA        
                             Name:  Thomas J. Nasramia        
                             Title: Vice President             


                             By: /s/ JOHN W. SWEENEY           
                             Name:  John W. Sweeney      
                             Title: Assitant Vice President           
 



                             Lending Office (Base Rate Loans)

                             Address: 75 Wall Street          
                                      New York, NY  10005-2889 
                             Attention:  Mona Karout           
                             Telephone:  (212) 429-2287        
                             Facsimile:  (212) 429-2130          



                             Lending Office (Offshore Rate Loans)

                             Address: 75 Wall Street          
                                      New York, NY  10005-2889 
                             Attention:  Mona Karout           
                             Telephone:  (212) 429-2287        
                             Facsimile:  (212) 429-2130          



                             Notice Address: 
                                            75 Wall Street
                                            New York, NY  10005-2889 
                             Attention:  Michael T. Fabiano    
                             Telephone:  (212) 429-2224        
                             Facsimile:  (212) 429-2524




<PAGE>   118

                             MELLON BANK, N.A.


                             By: /s/  SALLY J. SCHURKO          
                             Name:  Sally J. Schurko
                             Title: Vice President



                             Lending Office (Base Rate Loans)

                             Address:   3 Mellon Bank Center, 23rd FL
                                        Loan Administration
                                        Pittsburgh, PA  15259
                             Attention: Kerri Michener
                             Telephone: (412) 234-1869
                             Facsimile: (412) 234-5049


                             Lending Office (Offshore Rate Loans)

                             Address:   3 Mellon Bank Center, 23rd FL
                                        Loan Administration
                                        Pittsburgh, PA  15259
                             Attention: Kerri Michener
                             Telephone: (412) 234-1869
                             Facsimile: (412) 234-5049


                             Notice Address:

                             Address:   3 Mellon Bank Center, 23rd FL
                                        Loan Administration
                                        Pittsburgh, PA  15259
                             Attention: Kerri Michener
                             Telephone: (412) 234-1869
                             Facsimile: (412) 234-5049


<PAGE>   119

                             NATIONSBANK, N.A. (SOUTH)
                             in its individual corporate
                             capacity


                             By: /s/ Gregory A. Seib           
                             Name:  Gregory A. Seib            
                             Title: Officer                    



                             Lending Office (Base Rate Loans)

                             Address:  NationsBank N.A. (South)
                                       600 Peachtree St NE 21st Fl
                                       Atlanta, GA 30308         
                             Attention: Gregory A. Seib         
                             Telephone: 404-607-4092            
                             Facsimile: 404-607-6318            



                             Lending Office (Offshore Rate Loans)

                             Address:  NationsBank N.A. (South)
                                       600 Peachtree St NE 21st Fl
                                       Atlanta, GA 30308         
                             Attention: Gregory A. Seib         
                             Telephone: 404-607-4092            
                             Facsimile: 404-607-6318            


                             Notice Address:

                             Attention: Gregory A. Seib         
                             Telephone: 404-607-4092            
                             Facsimile: 404-607-6318            



<PAGE>   120

                             FLEET NATIONAL BANK


                             By: /s/ MILDRED W. CHAVARRIA      
                             Name:  Mildred W. Chavarria
                             Title: Vice President             



                             Lending Office (Base Rate Loans)

                             Address: 777 Main Street 
                                      Hartford, CT  06118      
                             Attention:  Icy Mounds / Emilie Jones
                             Telephone:  (203)986-4639/(203)956-4098
                             Facsimile:  (203) 986-1094          



                             Lending Office (Offshore Rate Loans)

                             Address: 777 Main Street 
                                      Hartford, CT  06118      
                             Attention:  Icy Mounds / Emilie Jones
                             Telephone:  (203)986-4639/(203)956-4098
                             Facsimile:  (203) 986-1094          



                             Notice Address:  777 Main Street
                                              Hartford, CT  06118     

                             Attention:  R.J. Kane         
                             Telephone:  (203) 986-2639        
                             Facsimile:  (203) 240-1264