HAMPSHIRE FUNDING INC
EXHIBIT 10.B
<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>3
<FILENAME>a2043839zex-10_b.txt
<DESCRIPTION>EXHIBIT 10.B
<TEXT>

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                AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT

         This Amendment No. 4 (the "Amendment") is dated as of July 26, 2000
among Hampshire Funding, Inc. (the "Seller" and the "Servicer"), the undersigned
Purchasers and Bank One, NA (formerly known as The First National Bank of
Chicago), as agent for the Purchasers (the "Agent").

                              W I T N E S S E T H :

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

         WHEREAS, the Seller, the Servicer, the undersigned Purchasers and the
Agent desire to amend the Agreement in certain respects more fully described
hereinafter;

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

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

         3.       AMENDMENTS TO THE AGREEMENT.

         2.1.     AMENDMENT TO COMMITMENT. The Commitment of Bank One, NA is
hereby amended by deleting the amount "$55,000,000" appearing opposite Bank One,
NA's Signature on the Agreement and substituting therefor the amount
"$50,000,000".

         2.2.     AMENDMENT TO SECTIONS 1.6(a) AND 1.7(a). Sections 1.6(a) and
1.7(a) are hereby amended by deleting the phrase "Purchaser Fee" where it
appears therein and inserting the phrase "Purchaser Fee and Unused Fee" in lieu
thereof.

         2.3.     AMENDMENT TO SECTION 1.9(b)(i). Section 1.9(b)(i) of the
Agreement is hereby amended by deleting the phrase "the Purchaser Fee," where it
appears therein and inserting the phrase "the Purchaser Fee, the Unused Fee," in
lieu thereof.

         2.4.     AMENDMENT TO SECTION 1.9(d). Section 1.9(d) is hereby amended
by deleting the phrase "Discount and Purchaser Fee" where it appears therein and
inserting the phrase "Discount, Purchaser Fee and Unused Fee" in lieu thereof.

         2.5.     AMENDMENT TO SECTION 5.1(K). At any time the Program Yield is
less than 0.50%, the Seller shall, within 30 days after the date on which Seller
has actual knowledge thereof (or through the exercise of reasonable business
diligence should have had knowledge thereof), either (i) increase the interest
rate applicable to the Receivables in accordance with the terms of each Contract
such that the Program Yield will be at least 0.50% as of the next Settlement
Date to occur thereafter, or (ii) enter into a Hedge Contract in form and
substance satisfactory to the Agent.


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         2.6.     AMENDMENT TO THE DEFINITION OF LIQUIDITY TERMINATION DATE. The
definition of "Liquidity Termination Date" appearing in Exhibit I to the
Agreement is hereby amended by deleting the date "July 26, 2000" where it
appears therein and inserting the date "July 25, 2001" in lieu thereof.

         2.7.     ADDITION OF CERTAIN DEFINITIONS. Exhibit I to the Agreement is
hereby amended by adding the following definitions thereto:

                  ""UNUSED FEE" means, with respect to any Settlement Date, a
         fee payable to the Purchasers in an amount equal to the product of (x)
         the Unused Fee Percentage TIMES (y) 1/12 TIMES (z) an amount equal to
         (i) the Purchase Limit in effect since the preceding Settlement Date
         less (ii) the weighted average of Capital since the preceding
         Settlement Date (or in the case of the first Settlement Date, since the
         date of this Agreement), payable monthly in arrears on each Settlement
         Date pursuant to Sections 1.6 and 1.7 hereof.

                  "UNUSED FEE PERCENTAGE" means, 0.15%."

         3.       REAFFIRMATION OF PERFORMANCE GUARANTY. By acknowledging this
Amendment below, the Performance Guarantor hereby (i) acknowledges that the
Seller, the Servicer, the Purchasers and the Agent have entered into this
Amendment, which Amendment has been made available to and has been reviewed by
the Performance Guarantor and (ii) reaffirms that its obligations under the
Performance Guaranty and each other Transaction Document to which it is a party
continues in full force and effect with respect to the Agreement, as amended by
this Amendment .

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

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

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

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

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

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

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


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

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

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

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


                                     HAMPSHIRE FUNDING, INC., as Seller
                                     and Servicer

                                     By: _____________________________
                                     Title: ____________________________


                                     PREFERRED RECEIVABLES FUNDING CORPORATION

                                     By: ____________________________
                                     Title: Authorized Signatory

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

                                     By: _____________________________
                                     Title: ____________________________

Acknowledged and confirmed by:

JEFFERSON-PILOT CORPORATION,
as Performance Guarantor

By: ________________________
Title:_______________________


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