WASHINGTON MUTUAL INC
EXHIBIT 10.1 364-DAY CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 10.1 364-DAY CREDIT AGREEMENT
<TEXT>






                                                                EXECUTION COPY


==============================================================================





                364-DAY AMENDED AND RESTATED CREDIT AGREEMENT

                                   dated as of

                                 August 10, 2000

                                     between

                         WASHINGTON MUTUAL, INC. and
                    WASHINGTON MUTUAL FINANCE CORPORATION,
                                  as Borrowers

                            The LENDERS Party Hereto

                            BANK OF AMERICA, N.A.,
                       BANC ONE CAPITAL MARKETS, INC. and
                                CITIBANK, N.A.
                             as Syndication Agents,

                           CHASE SECURITIES, INC.,
                        as Book Manager and Lead Arranger

                                       and

                          THE CHASE MANHATTAN BANK,
                             as Administrative Agent



                                 $1,200,000,000



==============================================================================






<PAGE>



                                TABLE OF CONTENTS

                                                                            PAGE


                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.01.  Defined
                    Terms.............................................1
     SECTION 1.02.  Classification of Loans and
                    Borrowings....................17
     SECTION 1.03.  Terms
                    Generally...........................................18
     SECTION 1.04.  Accounting Terms;
                    GAAP....................................18

                                   ARTICLE II
                                   THE CREDITS

     SECTION 2.01.  The
                    Commitments...........................................18
     SECTION 2.02.  Loans and
                    Borrowings......................................19
     SECTION 2.03.  Requests for Syndicated
                    Borrowings........................20
     SECTION 2.04.  Competitive Bid
                    Procedure.................................21
     SECTION 2.05.  Funding of
                    Borrowings.....................................23
     SECTION 2.06.  Interest
                    Elections........................................23
     SECTION 2.07.  Termination and Reduction of the
                    Commitments..............25
     SECTION 2.08.  Repayment of Loans; Evidence of
                    Debt......................25
     SECTION 2.09.  Prepayment of
                    Loans.......................................28
     SECTION 2.10.  Fees......................................................28
     SECTION 2.11.  Interest..................................................29
     SECTION 2.12.  Alternate Rate of
                    Interest................................30
     SECTION 2.13.  Increased
                    Costs...........................................31
     SECTION 2.14.  Break Funding
                    Payments....................................32
     SECTION 2.15.  Taxes.....................................................33
     SECTION 2.16.  Payments Generally; Pro Rata Treatment; Sharing of
                    Set-offs..................................................34
     SECTION 2.17.  Mitigation Obligations; Replacement of
                    Lenders............35
     SECTION 2.18.  Extension of Commitment Termination
                    Date..................36
     SECTION 2.19.  Illegality................................................38

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

     SECTION 3.01.  Organization;
                    Powers......................................38
     SECTION 3.02.  Authorization;
                    Enforceability.............................38
     SECTION 3.03.  Governmental Approvals; No
                    Conflicts......................38
     SECTION 3.04.  Financial Condition; No Material Adverse
                    Change...........39
     SECTION 3.05.  Properties................................................39
     SECTION 3.06.  Litigation and Environmental
                    Matters......................39
     SECTION 3.07.  Compliance with Laws and
                    Agreements.......................39
     SECTION 3.08.  Investment and Holding Company
                    Status.....................40

                                   -i-
<PAGE>

     SECTION 3.09.  Taxes.....................................................40
     SECTION 3.10.  ERISA.....................................................40
     SECTION 3.11.  Disclosure................................................40
     SECTION 3.12.  Use of Credit.............................................40
     SECTION 3.13.  Material Agreements and
                    Liens.............................41
     SECTION 3.14.  Subsidiaries..............................................41

                                   ARTICLE IV
                                   CONDITIONS

     SECTION 4.01.  Effective
                    Date............................................42
     SECTION 4.02.  Each Credit
                    Event.........................................43

                                    ARTICLE V
                              AFFIRMATIVE COVENANTS

     SECTION 5.01.  Financial Statements and Other
                    Information................43
     SECTION 5.02.  Notices of Material
                    Events................................45
     SECTION 5.03.  Existence; Conduct of
                    Business............................46
     SECTION 5.04.  Payment of
                    Obligations....................................46
     SECTION 5.05.  Maintenance of Properties;
                    Insurance......................46
     SECTION 5.06.  Books and Records; Inspection
                    Rights......................46
     SECTION 5.07.  Compliance with
                    Laws......................................46
     SECTION 5.08.  Use of
                    Proceeds...........................................46

                                   ARTICLE VI
                               NEGATIVE COVENANTS

     SECTION 6.01.  Liens.....................................................47
     SECTION 6.02.  Fundamental
                    Changes.......................................48
     SECTION 6.03.  Certain Restrictions on
                    Subsidiaries......................49
     SECTION 6.04.  Certain Financial
                    Covenants...............................49
     SECTION 6.05.  Insured Subsidiary
                    Capital................................50
     SECTION 6.06.  Payment of
                    Dividends......................................50

                                   ARTICLE VII

               EVENTS OF DEFAULT................................50


                                  ARTICLE VIII
                                     AGENTS

     SECTION 8.01  Administrative
                    Agent.......................................53
     SECTION 8.02  Syndication
                    Agents.........................................55


                                  -ii-

<PAGE>

                                   ARTICLE IX
                                  MISCELLANEOUS

     SECTION 9.01.  Notices...................................................55
     SECTION 9.02.  Waivers;
                    Amendments.......................................56
     SECTION 9.03.  Expenses; Indemnity; Damage
                    Waiver........................57
     SECTION 9.04.  Successors and
                    Assigns....................................58
     SECTION 9.05.  Survival..................................................61
     SECTION 9.06.  Counterparts; Integration;
                    Effectiveness..................61
     SECTION 9.07.  Severability..............................................62
     SECTION 9.08.  Right of
                    Setoff...........................................62
     SECTION 9.09.  Governing Law; Jurisdiction;
                    Etc..........................62
     SECTION 9.10.  WAIVER OF JURY
                    TRIAL......................................63
     SECTION 9.11.  Headings..................................................63
     SECTION 9.12.  Treatment of Certain Information;
                    Confidentiality.........63


SCHEDULE I     -     Commitments
SCHEDULE II    -     Material Agreements and Liens
SCHEDULE III   -     Litigation
SCHEDULE IV   -     Environmental Matters
SCHEDULE V    -     Subsidiaries

EXHIBIT A - Form of  Assignment  and  Acceptance
EXHIBIT B - Form of Opinion of Counsel to the Borrowers
EXHIBIT C - Form of Opinion of Special New York Counsel to Chase

                                      -iii-



<PAGE>





            364-DAY AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 10,
2000, between WASHINGTON  MUTUAL,  INC. ("WAMU"),  and WASHINGTON MUTUAL FINANCE
CORPORATION  ("FINANCE";  each of WAMU and  Finance is herein  referred  to as a
"BORROWER" and, collectively, as the "BORROWERS"), the LENDERS party hereto, and
THE CHASE MANHATTAN BANK, as Administrative Agent.

            WAMU and  Finance  (formerly  known as Aristar,  Inc.),  the lenders
named  therein  and Chase,  as  administrative  agent,  are  parties to a Credit
Agreement dated as of August 11, 1999 (as heretofore  modified and  supplemented
and  in  effect  on  the  date  hereof  immediately  before  the  amendment  and
restatement contemplated hereby, the "EXISTING CREDIT AGREEMENT"). The Borrowers
have requested that the Lenders party hereto amend the Existing Credit Agreement
to (i) increase the aggregate  amount of the credit  available  thereunder  from
$600,000,000 to $1,200,000,000 and (ii) make certain other  modifications to the
Existing  Credit  Agreement,  and restate the  Existing  Credit  Agreement as so
amended in its entirety.  The Lenders are willing to so agree and,  accordingly,
the parties  hereto  hereby agree that the Existing  Credit  Agreement  shall be
amended  and  restated as of the date  hereof  (subject to Section  5.01) in its
entirety as follows:

                                    ARTICLE I
                                   DEFINITIONS


            SECTION 1.01.  DEFINED TERMS.  As used in this Agreement, the

following terms have the meanings specified below:

            "ABR",  when used in reference to any Loan or  Borrowing,  refers to
whether  such  Loan,  or the Loans  constituting  such  Borrowing,  are  bearing
interest at a rate determined by reference to the Alternate Base Rate.

            "ACQUISITION"  shall mean any transaction,  or any series of related
transactions, consummated after the date of this Agreement, by which WAMU and/or
one or more  of its  Subsidiaries  (in one  transaction  or as the  most  recent
transaction in a series of related transactions) (a) acquires any going business
or all or  substantially  all of the  assets  of  any  Person  (or  division  or
operating unit thereof), whether through purchase of assets, merger or otherwise
or, (b) directly or indirectly acquires control of securities or other ownership
interests  representing  more  than 50% of the  equity  or more  than 50% of the
ordinary  voting  power or, in the case of a  partnership,  more than 50% of the
general  partnership  interests of any corporation,  limited liability  company,
partnership, association or other entity.

            "ADJUSTED  LIBO  RATE"  means,  for  the  Interest  Period  for  any
Eurodollar Borrowing, an interest rate per annum (rounded upwards, if necessary,
to the next  1/16 of 1%)  equal to (a) the LIBO  Rate for such  Interest  Period
MULTIPLIED by (b) the Statutory Reserve Rate for such Interest Period.

                            364-DAY CREDIT AGREEMENT
<PAGE>

                                      -2-


            "ADMINISTRATIVE   AGENT"   means   Chase,   in   its   capacity   as
administrative agent for the Lenders hereunder.

            "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.

            "AFFILIATE"  means,  with  respect to a  specified  Person,  another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

            "ALTERNATE BASE RATE" means,  for any day, a rate per annum equal to
the  greatest of (a) the Prime Rate in effect on such day,  (b) the Base CD Rate
for such day plus 1% and (c) the Federal Funds  Effective Rate for such day plus
1/2 of 1%.  Any change in the  Alternate  Base Rate due to a change in the Prime
Rate,  the Base CD Rate or the Federal Funds  Effective  Rate shall be effective
from and including the effective date of such change in the Prime Rate, the Base
CD Rate or the Federal Funds Effective Rate, as the case may be.

            "APPLICABLE  PERCENTAGE"  means,  with  respect to any  Lender,  the
percentage of the total Commitments represented by such Lender's Commitment.  If
the Commitments have terminated or expired, the Applicable  Percentages shall be
determined  based upon the aggregate  principal  amount of the Syndicated  Loans
held by the Lenders or, if no Syndicated Loans are outstanding,  the Commitments
most recently in effect, giving effect to any assignments.

            "APPLICABLE  RATE" means, for any day, with respect to any ABR Loan,
zero, or with respect to any Syndicated  Eurodollar Loan, or with respect to the
facility fees or  utilization  fees payable  hereunder,  as the case may be, the
applicable  rate per annum  set  forth  below  under  the  caption,  "Eurodollar
Spread", "Facility Fee Rate" or "Utilization Fee Rate", respectively, based upon
the ratings by Moody's  and S&P,  respectively,  applicable  on such date to the
Index Debt:

--------------------------------------------------------------------------------
                                Eurodollar Facility Fee       Utilization Fee
                               -----------
                  Index Debt     Spread        Rate               Rate
                                 ------        ----           --------
                   Ratings
                --------------
                (S&P/Moody's)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                                        if > 33-1/3%   if > 66-
                                                           -
                                                        Utilization      2/3%
                                                        -----------
                                                                     Utilization
                                                                     -----------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Category 1         > A+/A1       .230%        .070%         .050%        .050%
                   --

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Category 2          A-/A3        .270%        .080%         .125%        .175%

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Category 3        BBB+/Baa1      .350%        .100%         .150%        .200%

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Category 4         BBB/Baa2      .500%        .125%         .150%        .200%

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Category 5         BBB-/Baa3     .600%        .150%         .150%        .200%

--------------------------------------------------------------------------------

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -3-

            For purposes of the foregoing, "UTILIZATION" means, at any time, the
result (expressed as a percentage) obtained by dividing (a) the sum at such time
of the aggregate  outstanding principal amount of the Loans by (b) the aggregate
outstanding  Commitments (and for this purpose,  each Non-Extending Lender shall
be deemed to have a Commitment in an amount equal to the  aggregate  outstanding
principal amount of its Non-Extending  Lender Term Loans and, in the case of any
Lender that has outstanding Term Loans at such time, such Lender shall be deemed
to have a Commitment in an amount equal to the aggregate  outstanding  principal
amount of its Term Loans).

            For purposes of the  foregoing,  (i) if either  Moody's or S&P shall
not have in effect a rating  for the Index  Debt of a  Borrower  (other  than by
reason  of  the  circumstances   referred  to  in  the  last  sentence  of  this
definition),  then such  rating  agency  shall be deemed to have  established  a
rating  for the  Index  Debt of such  Borrower  in  Category  5; and (ii) if the
ratings  established  or deemed to have been  established by Moody's and S&P for
the  Index  Debt  shall be  changed  (other  than as a result of a change in the
rating system of Moody's or S&P),  such change shall be effective as of the date
on which it is first announced by the applicable  rating agency.  Each change in
the  Applicable  Rate shall apply during the period  commencing on the effective
date of such change and ending on the date  immediately  preceding the effective
date of the next such  change.  If the  rating  system of  Moody's  or S&P shall
change,  or if either such rating  agency  shall cease to be in the  business of
rating corporate debt obligations, the Borrowers and the Lenders shall negotiate
in good faith to amend this  definition to reflect such changed rating system or
the  unavailability  of  ratings  from  such  rating  agency  and,  pending  the
effectiveness of any such amendment,  the Applicable Rate shall be determined by
reference  to the  rating  most  recently  in  effect  prior to such  change  or
cessation.

            Subject to the foregoing,

                  (a) with respect to any facility  fees payable  under  Section
      2.10(a),  the  Applicable  Rate shall be  determined  by  reference to the
      higher Index Debt rating  assigned by Moody's and S&P to the Borrower with
      the lower overall Index Debt rating assigned by Moody's and S&P;  PROVIDED
      that if  there  shall be a  difference  of two or more  rating  categories
      between the  ratings  assigned by Moody's and S&P to the Index Debt of the
      Borrower by  reference  to whose Index Debt the  Applicable  Rate is to be
      determined,  such  Applicable Rate shall be determined by reference to the
      Index Debt  rating that is one  category  lower than the higher of the two
      Index Debt ratings assigned by Moody's and S&P; and


                  (b) with respect to any utilization fees payable by a Borrower
      under  Section  2.10(b) and any  Syndicated  Eurodollar  Loan made to such
      Borrower,  the  Applicable  Rate shall be  determined  by reference to the
      higher  Index Debt rating  assigned  by Moody's and S&P to such  Borrower;
      PROVIDED  that if  there  shall  be a  difference  of two or  more  rating
      categories  between the  ratings  assigned by Moody's and S&P to the Index
      Debt of such  Borrower,  such  Applicable  Rate  shall  be  determined  by
      reference  to the Index Debt  rating that is one  category  lower than the
      higher of the two Index Debt ratings assigned by Moody's and S&P.

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -4-

            "ASSESSMENT  RATE" means, for any day, the annual assessment rate in
effect  on such  day that is  payable  by a member  of the Bank  Insurance  Fund
classified  as  "well-capitalized"  and within  supervisory  subgroup  "B" (or a
comparable successor risk  classification)  within the meaning of 12 C.F.R. Part
327 (or any successor  provision) to the Federal Deposit  Insurance  Corporation
for  insurance  by such  Corporation  of time  deposits  made in  Dollars at the
offices of such member in the United  States of America;  provided that if, as a
result of any change in any law, rule or regulation, it is no longer possible to
determine the Assessment  Rate as aforesaid,  then the Assessment  Rate shall be
such  annual  rate as  shall be  determined  by the  Administrative  Agent to be
representative of the cost of such insurance to the Lenders.

            "ASSET  SECURITIZATION"  shall mean a public or private  transfer of
installment receivables, credit card receivables, lease receivables or any other
type of secured or unsecured  financial  assets which  transfer is recorded as a
sale according to GAAP as of the date of such transfer.

            "ASSIGNMENT  AND  ACCEPTANCE"  means an  assignment  and  acceptance
entered  into by a Lender and an  assignee  (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative  Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

            "AVAILABILITY  PERIOD"  means  the  period  from and  including  the
Effective Date to and including the Commitment Termination Date.

            "BANK REGULATORY  AUTHORITY" means the Board, the Comptroller of the
Currency,  the Federal Deposit Insurance Corporation and all other relevant bank
regulatory authorities (including relevant state bank regulatory authorities).

            "BASE CD RATE" means,  for any day,  the sum of (a) the  Three-Month
Secondary CD Rate for such day multiplied by the Statutory Reserve Rate for such
day plus (b) the Assessment Rate for such day.

            "BOARD" means the Board of Governors of the Federal  Reserve  System
of the United States of America.

            "BORROWERS" means collectively, Finance and WAMU.

            "BORROWING"  means  (a) all ABR  Loans  made  to,  or  converted  or
continued by, a Borrower on the same date or (b) all Syndicated Eurodollar Loans
or Competitive Loans made to a Borrower of the same Class and Type that have the
same Interest Period (or any single  Competitive Loan made to such Borrower that
does not have the same Interest Period as any other Competitive Loan of the same
Type). For purposes hereof, the date of a Syndicated Borrowing comprising one or
more Loans that have been converted or continued  shall be the effective date of
the most recent conversion or continuation of such Loan or Loans.

            "BORROWING  REQUEST"  means a request by a Borrower for a Syndicated
Borrowing in accordance with Section 2.03.

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -5-

            "BUSINESS DAY" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
the term  "Business  Day" shall also exclude any day on which banks are not open
for dealings in Dollar deposits in the London interbank market.

            "CAPITAL LEASE  OBLIGATIONS"  of any Person means the obligations of
such  Person  to pay  rent  or  other  amounts  under  any  lease  of (or  other
arrangement  conveying  the  right  to use)  real  or  personal  property,  or a
combination  thereof,  which  obligations  are  required  to be  classified  and
accounted  for as capital  leases on a balance  sheet of such Person under GAAP,
and the  amount of such  obligations  shall be the  capitalized  amount  thereof
determined in accordance with GAAP.

            "CHANGE IN CONTROL"  shall mean (a) the  acquisition  of  ownership,
directly  or  indirectly,  beneficially  or of  record,  by any  Person or group
(within the meaning of the Securities  Exchange Act of 1934 and the rules of the
SEC  thereunder as in effect on the date hereof),  of shares  representing  more
than 25% of the aggregate  ordinary  voting power  represented by the issued and
outstanding  capital  stock of WAMU;  (b) during  any  period of 25  consecutive
calendar  months,  a majority of the Board of  Directors  of WAMU  ceasing to be
composed of  individuals  (i) who were members of said Board on the first day of
such period,  (ii) whose  election or  nomination  to said Board was approved by
individuals  referred  to in clause (i) above  constituting  at the time of such
election or nomination at least a majority of said Board or (iii) whose election
or nomination to said Board was approved by  individuals  referred to in clauses
(i) and (ii) above  constituting  at the time of such  election or nomination at
least a majority of said Board;  (c) the  acquisition  by any Person or group of
direct or  indirect  possession  of the  power to direct or cause to direct  the
management or policies of WAMU,  whether  through the ability to exercise voting
power, by contract or otherwise;  or (d) the failure of WAMU to own at least 80%
of the outstanding capital stock of Finance.

            "CHANGE  IN  LAW"  means  (a)  the  adoption  of any  law,  rule  or
regulation after the date of this Agreement,  (b) any change in any law, rule or
regulation or in the  interpretation or application  thereof by any Governmental
Authority  after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.13(b), by any lending office of such Lender or by such
Lender's  holding  company,  if any) with any  request,  guideline  or directive
(whether or not having the force of law) of any  Governmental  Authority made or
issued after the date of this Agreement.

            "CHASE" means The Chase Manhattan Bank.

            "CLASS", when used in reference to any Loan or Borrowing,  refers to
whether such Loan, or the Loans  constituting  such  Borrowing,  are  Syndicated
Loans or Competitive Loans.

            "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.

            "COMMITMENTS" means, collectively, the Revolving Credit
Commitments.


                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -6-
            "COMMITMENT  TERMINATION DATE" means August 9, 2001 as such date may
be extended pursuant to Section 2.18.

            "COMPETITIVE",  when  used in  reference  to any Loan or  Borrowing,
refers to whether such Loan, or the Loans constituting such Borrowing,  are made
pursuant to Section 2.04.

            "COMPETITIVE  BID" means an offer by a Lender to make a  Competitive
Loan in accordance with Section 2.04.

            "COMPETITIVE  BID RATE" means,  with respect to any Competitive Bid,
the Margin or the Fixed Rate, as  applicable,  offered by the Lender making such
Competitive Bid.

            "COMPETITIVE  BID  REQUEST"  means  a  request  by  a  Borrower  for
Competitive Bids in accordance with Section 2.04.

            "CONTROL" means the possession, directly or indirectly, of the power
to direct or cause the  direction  of the  management  or  policies of a Person,
whether  through the ability to exercise voting power, by contract or otherwise.
"CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

            "CONSOLIDATED  ASSETS" shall mean, at any date,  the amount at which
the assets of WAMU and its Subsidiaries are or should be shown on a consolidated
statement  of financial  position  prepared in  accordance  with GAAP as at such
date.

            "CONSOLIDATED  EQUITY"  shall  mean,  at any  date,  the  amount  of
stockholders'  equity of WAMU and its Subsidiaries  determined on a consolidated
basis  without  duplication  in accordance  with GAAP (and,  for the purposes of
Section 6.04 only, shall include Special Preferred Equity  Securities,  but only
to the extent that such Special  Preferred Equity Securities could be treated as
Tier 1 capital of WAMU if WAMU were a bank holding company subject to regulation
by the Board).

            "CONSOLIDATED  SUBSIDIARY" means at any date any Subsidiary or other
entity the accounts of which would be consolidated  with those of Finance in its
consolidated financial statements as of such date.

            "DEFAULT" means any event or condition which constitutes an Event of
Default or which  upon  notice,  lapse of time or both  would,  unless  cured or
waived, become an Event of Default.

            "DISCLOSED  MATTERS"  means  the  actions,   suits  and  proceedings
disclosed in Schedule III and the  environmental  matters  disclosed in Schedule
IV.

            "DOLLARS"  or "$"  refers to lawful  money of the  United  States of
America.

            "DOUBLE LEVERAGE RATIO" means, at any date, the ratio of (a) the sum
of (i) the aggregate book value of the  Investments of WAMU in the capital notes
and stock of its  Subsidiaries as at such date PLUS (ii) the aggregate amount of
intangibles  (including purchased

                            364-DAY CREDIT AGREEMENT

<PAGE>
                                       -7-
mortgage  servicing rights and purchased credit card  relationships) of
the Subsidiaries of WAMU as at such date to (b)  Consolidated  Equity as at such
date.

            "EFFECTIVE DATE" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).

            "ENVIRONMENTAL  LAWS"  means all laws,  rules,  regulations,  codes,
ordinances,  orders,  decrees,  judgments,   injunctions,   notices  or  binding
agreements  issued,  promulgated or entered into by any Governmental  Authority,
relating in any way to the  environment,  preservation or reclamation of natural
resources,  the  management,  release or  threatened  release  of any  Hazardous
Material or to health and safety matters.

            "ENVIRONMENTAL   LIABILITY"  means  any  liability,   contingent  or
otherwise   (including  any  liability  for  damages,   costs  of  environmental
remediation,  fines,  penalties or  indemnities),  of either  Borrower or any of
their  respective  Subsidiaries  directly or indirectly  resulting from or based
upon (a) violation of any Environmental Law, (b) the generation,  use, handling,
transportation,  storage,  treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous  Materials,  (d) the release or threatened  release of
any Hazardous  Materials into the environment or (e) any contract,  agreement or
other consensual  arrangement  pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

            "EQUITY   RIGHTS"   means,   with   respect  to  any   Person,   any
subscriptions,  options, warrants, commitments,  preemptive rights or agreements
of any kind  (including any  shareholders'  or voting trust  agreements) for the
issuance,  sale,  registration or voting of, or securities convertible into, any
additional  shares  of  capital  stock of any  class,  or  partnership  or other
ownership interests of any type in, such Person.

            "ERISA" means the Employee  Retirement  Income Security Act of 1974,
as amended from time to time.

            "ERISA AFFILIATE"  means,  with respect to a Borrower,  any trade or
business (whether or not  incorporated)  that,  together with such Borrower,  is
treated as a single employer under Section 414(b) or (c) of the Code, or, solely
for purposes of Section 302 of ERISA and Section 412 of the Code,  is treated as
a single employer under Section 414 of the Code.

            "ERISA  EVENT"  means (a) any  "reportable  event",  as  defined  in
Section 4043 of ERISA or the  regulations  issued  thereunder  with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an  "accumulated  funding  deficiency" (as
defined in  Section  412 of the Code or  Section  302 of ERISA),  whether or not
waived;  (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an  application  for a waiver of the minimum  funding  standard with
respect  to any Plan;  (d) the  incurrence  by either  Borrower  or any of their
respective  ERISA  Affiliates  of any  liability  under  Title IV of ERISA  with
respect to the  termination of any Plan; (e) the  distribution  of or receipt by
either Borrower or any of their  respective  ERISA Affiliates from the PBGC or a
plan  administrator of any notice relating to an intention to terminate any Plan
or Plans or to appoint a trustee to administer  any Plan or the  institution  of
proceedings  by  from  the  PBGC  or a plan  administrator  in  relation  to the
foregoing;  (f) the  incurrence  by either


                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -8-

 Borrower  or any of their  respective  ERISA  Affiliates  of any  liability
(including  the  obligation  to  satisfy  secondary  liability  as a result of a
purchaser default) with respect to the withdrawal or partial withdrawal from any
Plan or  Multiemployer  Plan; (g) the receipt by either Borrower or any of their
respective ERISA Affiliates of any notice,  or the receipt by any  Multiemployer
Plan from either  Borrower or any of their  respective  ERISA  Affiliates of any
notice,  concerning  the imposition of Withdrawal  Liability or a  determination
that  a  Multiemployer   Plan  is,  or  is  expected  to  be,  insolvent  or  in
reorganization,  within the meaning of Title IV of ERISA; (h) the institution of
a proceeding by a fiduciary of any Multiemployer Plan against either Borrower or
any of their respective ERISA Affiliates to enforce Section 515 of ERISA,  which
proceeding is not dismissed  within 30 days; or (i) the adoption of an amendment
to any Plan that,  pursuant to Section  401(a)(29) of the Code or Section 307 of
ERISA,  would result in the loss of tax-exempt status of the trust of which such
Plan is a part if either Borrower or any of their  respective  ERISA  Affiliates
fails to timely provide  security to the Plan in accordance  with the provisions
of said Sections.

            "EURODOLLAR",  when  used in  reference  to any  Loan or  Borrowing,
refers to whether  such Loan,  or the Loans  constituting  such  Borrowing,  are
bearing  interest  at a rate  determined  by  reference  to (a) in the case of a
Syndicated  Loan or  Borrowing,  the Adjusted LIBO Rate, or (b) in the case of a
Competitive Loan or Borrowing, the LIBO Rate.

            "EVENT OF DEFAULT" has the meaning  assigned to such term in Article
VII.

            "EXCLUDED TAXES" means,  with respect to the  Administrative  Agent,
any Lender or any other  recipient of any payment to be made by or on account of
any  obligation  of either  Borrower  hereunder,  (a) income or franchise  taxes
imposed on (or measured by) its net income by the United  States of America,  or
by the  jurisdiction  under the laws of which such  recipient is organized or in
which its  principal  office is located or, in the case of any Lender,  in which
its applicable  lending office is located,  (b) any branch profits taxes imposed
by the  United  States  of  America  or any  similar  tax  imposed  by any other
jurisdiction  in which such Borrower is located and (c) in the case of a Foreign
Lender  (other than an assignee  pursuant  to a request by such  Borrower  under
Section 2.17(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
or is attributable to such Foreign  Lender's failure or inability to comply with
Section 2.15(e),  except to the extent that such Foreign  Lender's  assignor (if
any) was entitled, at the time of assignment, to receive additional amounts from
such Borrower with respect to such withholding tax pursuant to Section 2.15(a).

            "EXISTING  COMMITMENT  TERMINATION DATE" has the meaning assigned to
such term in Section 2.18(a).

            "EXISTING CREDIT AGREEMENT" has the meaning assigned to such term in
the preamble.

            "FEDERAL  FUNDS  EFFECTIVE  RATE"  means,  for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds  transactions with members of the Federal Reserve System
arranged by Federal funds brokers,  as published on the next succeeding Business
Day by the  Federal  Reserve  Bank  of New  York,  or, if

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                       -9-

such rate is not so  published  for any day that is a Business  Day, the
average  (rounded  upwards,  if  necessary,  to  the  next  1/100  of 1%) of the
quotations  for such day for such  transactions  received by the  Administrative
Agent from three Federal funds brokers of recognized standing selected by it.

            "FINANCE" means Washington  Mutual Finance  Corporation,  a Delaware
corporation, formerly known as Aristar, Inc.

            "FINANCIAL  OFFICER"  means,  with respect to a Borrower,  the chief
financial officer, principal accounting officer, treasurer or controller of such
Borrower.

            "FIXED RATE" means, with respect to any Competitive Loan (other than
a Competitive  Eurodollar  Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid.

            "FIXED RATE LOAN" means a  Competitive  Loan  bearing  interest at a
Fixed Rate.

            "FOREIGN  LENDER" means any Lender that is organized  under the laws
of a  jurisdiction  other than that in which  either  Borrower is  located.  For
purposes of this  definition,  the United States of America,  each State thereof
and  the  District  of  Columbia   shall  be  deemed  to   constitute  a  single
jurisdiction.

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

            "GOVERNMENTAL  AUTHORITY"  means the government of the United States
of America, any other nation or any political subdivision thereof, whether state
or local, and any agency,  authority,  instrumentality,  regulatory body, court,
central  bank or  other  entity  exercising  executive,  legislative,  judicial,
taxing,  regulatory  or  administrative  powers or functions of or pertaining to
government.

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

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -10-

            "HAZARDOUS MATERIALS" means all explosive or radioactive  substances
or wastes and all  hazardous or toxic  substances,  wastes or other  pollutants,
including  petroleum or petroleum  distillates,  asbestos or asbestos containing
materials,  polychlorinated  biphenyls,  radon gas, infectious or medical wastes
and all other  substances  or wastes of any  nature  regulated  pursuant  to any
Environmental Law.

            "HEDGING  AGREEMENT"  means any interest rate protection  agreement,
foreign currency  exchange  agreement,  commodity price protection  agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

            "INDEBTEDNESS"  of any Person means,  without  duplication,  (a) all
obligations  of such Person for  borrowed  money or with  respect to deposits or
advances of any kind,  (b) all  obligations  of such Person  evidenced by bonds,
debentures,  notes or similar  instruments,  (c) all  obligations of such Person
upon which interest  charges are  customarily  paid, (d) all obligations of such
Person under  conditional sale or other title retention  agreements  relating to
property acquired by such Person,  (e) all obligations of such Person in respect
of the  deferred  purchase  price of  property or  services  (excluding  current
accounts  payable  incurred  in  the  ordinary  course  of  business),  (f)  all
Indebtedness of others secured by (or for which the holder of such  Indebtedness
has an existing  right,  contingent or otherwise,  to be secured by) any Lien on
property  owned or  acquired  by such  Person,  whether or not the  Indebtedness
secured  thereby  has  been  assumed,  (g)  all  Guarantees  by such  Person  of
Indebtedness of others,  (h) all Capital Lease  Obligations of such Person,  (i)
all obligations,  contingent or otherwise, of such Person as an account party in
respect of letters of credit and  letters of guaranty  and (j) all  obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances.  The
Indebtedness  of any Person shall include the  Indebtedness  of any other entity
(including  any  partnership  in which such Person is a general  partner) to the
extent such Person is liable  therefor  as a result of such  Person's  ownership
interest in or other  relationship  with such  entity,  except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

            "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.


            "INDEX DEBT" means, with respect to a Borrower,  senior,  unsecured,
long-term  indebtedness  for  borrowed  money  of  such  Borrower  that  is  not
guaranteed by any other Person or subject to any other credit enhancement.

            "INSURED  SUBSIDIARY" means any insured  depositary  institution (as
defined  in 12 U.S.C.  ss.1813(c)  (or any  successor  provision),  as  amended,
re-enacted or  redesignated  from time to time,  that is controlled  (within the
meaning  of  12  U.S.C.  ss.1841  (or  any  successor  provision),  as  amended,
re-enacted or redesignated from time to time) by either Borrower.

            "INTEREST ELECTION REQUEST" means a request by a Borrower to convert
or continue a Syndicated Borrowing in accordance with Section 2.06.

            "INTEREST PAYMENT DATE" means (a) with respect to any ABR Loan, each
Quarterly  Date, (b) with respect to any  Eurodollar  Loan, the last day of each
Interest  Period  therefor  and,  in the  case  of  any  Interest  Period  for a
Eurodollar  Loan that is more than three months long, each day prior to the last
day of such  Interest  Period that occurs at intervals of three months after the

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -11-


first day of such  Interest  Period and (c) with respect to any Fixed Rate Loan,
the last day of the Interest  Period  therefor  and, in the case of any Interest
Period  for a Fixed Rate Loan that is more than 90 days long  (unless  otherwise
specified in the applicable Competitive Bid Request), each day prior to the last
day of such Interest  Period that occurs at intervals of 90 days after the first
day of such  Interest  Period,  and any other  dates that are  specified  in the
applicable  Competitive  Bid Request as Interest  Payment  Dates with respect to
such Loan.

            "INTEREST PERIOD" means:


            (a)  for any Borrowing (other than an ABR Borrowing), the
      Interest Period of the Loan or Loans constituting such Borrowing;

            (b) for any Syndicated Eurodollar Loan, the period commencing on the
      date of such Loan and ending on the numerically  corresponding  day in the
      calendar  month  that is one,  two,  three or six  months  thereafter,  as
      specified  in  the  applicable  Borrowing  Request  or  Interest  Election
      Request;

            (c) for any Competitive  Eurodollar  Loan, the period  commencing on
      the date of such Loan and ending on the numerically  corresponding  day in
      the calendar  month that is one, two, three or six months  thereafter,  as
      specified in the applicable Competitive Bid Request; and

            (d) for any Fixed Rate Loan,  the  period  (which  shall not be less
      than 7 days or more than 180 days) commencing on the date of such Loan and
      ending on the date specified in the applicable Competitive Bid Request;

PROVIDED,  that (i) if any  Interest  Period  would  end on a day  other  than a
Business  Day,  such  Interest  Period shall be extended to the next  succeeding
Business  Day unless,  in the case of a  Eurodollar  Borrowing  only,  such next
succeeding  Business Day would fall in the next  calendar  month,  in which case
such Interest  Period shall end on the next preceding  Business Day and (ii) any
Interest Period pertaining to a Eurodollar  Borrowing that commences on the last
Business Day of a calendar  month (or on a day for which there is no numerically
corresponding  day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For
purposes  hereof,  the date of a Loan initially  shall be the date on which such
Loan is made and,  in the case of a  Syndicated  Loan,  thereafter  shall be the
effective date of the most recent conversion or continuation of such Loan.

            "INVESTMENt" means, for any Person: (a) the acquisition (whether for
cash,  property,  services or securities or otherwise) of capital stock,  bonds,
notes, debentures,  partnership or other ownership interests or other securities
of any other Person or any agreement to make any such acquisition (including any
"short sale" or any sale of any  securities at a time when such  securities  are
not owned by the Person entering into such sale);  (b) the making of any deposit
with,  or  advance,  loan or other  extension  of credit  to,  any other  Person
(including   the  purchase  of  property  from  another  Person  subject  to  an
understanding or agreement,  contingent or otherwise, to resell such property to
such Person);  (c) the entering  into of any  Guarantee of, or other  contingent
obligation with respect to,  Indebtedness or other liability of any other Person

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -12-

and (without duplication) any amount committed to be advanced,  lent or extended
to such Person; or (d) the entering into of any Hedging Agreement.

            "LENDERS"  means  the  Persons  listed on  Schedule  I and any other
Person  that shall have become a party  hereto  pursuant  to an  Assignment  and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

            "LIBO  RATE"  means,  for the  Interest  Period  for any  Eurodollar
Borrowing,  the rate  appearing on Page 3750 of the Telerate  Service (or on any
successor or substitute page of such Service,  or any successor to or substitute
for such  Service,  providing  rate  quotations  comparable  to those  currently
provided on such page of such Service, as determined by the Administrative Agent
from  time to time for  purposes  of  providing  quotations  of  interest  rates
applicable to Dollar deposits in the London  interbank  market) at approximately
11:00 a.m.,  London time,  two Business Days prior to the  commencement  of such
Interest Period, as the rate for the offering of Dollar deposits with a maturity
comparable to such Interest Period. In the event that such rate is not available
at such time for any reason,  then the LIBO Rate for such Interest  Period shall
be the rate at which Dollar deposits of $5,000,000 and for a maturity comparable
to such  Interest  Period are  offered  by the  principal  London  office of the
Administrative  Agent in  immediately  available  funds in the London  interbank
market at approximately  11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

            "LIEN" means,  with respect to any asset, (a) any mortgage,  deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such  asset,  (b) the  interest  of a  vendor  or a  lessor  under  any
conditional sale agreement,  capital lease or title retention  agreement (or any
financing  lease having  substantially  the same  economic  effect as any of the
foregoing)  relating  to such  asset  and (c) in the  case  of  securities,  any
purchase  option,  call or similar  right of a third party with  respect to such
securities.

            "LOANS"  means the loans made by the Lenders to the Borrowers (or to
either of them) pursuant to this Agreement.

            "MAJOR   SUBSIDIARIES"   shall  mean  Washington   Mutual  Bank  and
Washington Mutual Bank, FA.

            "MARGIN"  means,  with  respect  to  any  Competitive  Loan  bearing
interest at a rate based on the LIBO Rate,  the marginal  rate of  interest,  if
any, to be added to or  subtracted  from the LIBO Rate to determine  the rate of
interest applicable to such Loan, as specified by the Lender making such Loan in
its related Competitive Bid.

            "MARGIN   STOCK"  means   "margin   stock"  within  the  meaning  of
Regulations T, U and X of the Board.

            "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise, of
either Borrower and its  Subsidiaries,  in each case,  taken as a whole, (b) the
ability  of  either  Borrower  to  perform  any of its  obligations  under  this
Agreement or (c) the rights of or benefits  available to the Lenders  under this
Agreement.


                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -13-

            "MATERIAL  INDEBTEDNESS"  means Indebtedness (other than the Loans),
or obligations in respect of one or more Hedging Agreements,  of any one or more
of the Borrowers and their  respective  Subsidiaries  in an aggregate  principal
amount exceeding $40,000,000. For purposes of determining Material Indebtedness,
the  "principal  amount"  of the  obligations  of any  Person in  respect of any
Hedging  Agreement  at any time shall be the maximum  aggregate  amount  (giving
effect to any netting  agreements)  that such Person would be required to pay if
such Hedging Agreement were terminated at such time.

            "MATURITY  DATE" has the  meaning  assigned  to such term in Section
2.08(b)(i).

            "MOODY'S" means Moody's Investors Service, Inc.
             -------

            "MULTIEMPLOYER  PLAN"  means  a  multiemployer  plan as  defined  in
Section 4001(a)(3) of ERISA.

            "NON-EXTENDING LENDER" has the meaning set forth in Section 2.18(a).

            "NON-EXTENDING  LENDER  TERM LOAN  MATURITY  DATE"  has the  meaning
assigned to such term in Section 2.08(b)(ii).

            "NON-EXTENDING  LENDER TERM LOAN" has the  meaning  assigned to such
term in Section 2.08(b)(ii).

            "NON-MATERIAL SUBSIDIARIES" shall mean, as at any date, Subsidiaries
of WAMU the total assets of which,  in the aggregate,  do not exceed one percent
(1%) of the Consolidated Assets of WAMU and all of its Subsidiaries,  as at such
date.

            "NON-PERFORMING  ASSETS"  shall mean,  as at any date,  the sum, for
WAMU  and  its  Subsidiaries   (determined  on  a  consolidated   basis  without
duplication in accordance  with GAAP) of the following:  (a)  non-accrual  loans
PLUS (b) accruing  loans past due 90 days or more PLUS (c) other  non-performing
assets PLUS (d) other real estate owned PLUS (e) without duplication for amounts
included as other real estate owned,  property acquired pursuant to in-substance
foreclosures.

            "OTHER  TAXES"  means  any  and  all  present  or  future  stamp  or
documentary  taxes or any other  excise or  property  taxes,  charges or similar
levies arising from any payment made  hereunder or from the execution,  delivery
or enforcement of, or otherwise with respect to, this Agreement.

            "PBGC" means the Pension Benefit  Guaranty  Corporation  referred to
and defined in ERISA and any successor entity performing similar functions.

            "PERMITTED ENCUMBRANCES" means:

            (a)  Liens imposed by law for taxes that are not yet due or are
      being contested in compliance with Section 5.04;


                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -14-

            (b)   carriers',    warehousemen's,    mechanics',    materialmen's,
      repairmen's  and other like Liens imposed by law,  arising in the ordinary
      course of business and securing  obligations  that are not overdue by more
      than 30 days or are being contested in compliance with Section 5.04;

            (c) pledges and deposits made in the ordinary  course of business in
      compliance with workers'  compensation,  unemployment  insurance and other
      social security laws or regulations;

            (d)  cash  deposits  to  secure  the  performance  of  bids,   trade
      contracts,  leases,  statutory  obligations,   surety  and  appeal  bonds,
      performance  bonds and other obligations of a like nature, in each case in
      the ordinary course of business;

            (e)  judgment liens in respect of judgments that do not
      constitute an Event of Default under clause (k) of Article VII; and

            (f)  easements,  zoning  restrictions,   rights-of-way  and  similar
      encumbrances  on real  property  imposed by law or arising in the ordinary
      course of business that in the aggregate are not material in amount and do
      not  materially  detract  from  the  value  of the  affected  property  or
      interfere  with the ordinary  conduct of business of any of the  Borrowers
      and their Subsidiaries;

PROVIDED  that the term  "Permitted  Encumbrances"  shall not  include  any Lien
securing Indebtedness.

            "PERSON" means any natural person,  corporation,  limited  liability
company, trust, joint venture, association,  company, partnership,  Governmental
Authority or other entity.

            "PLAN"  means  any  employee  pension  benefit  plan  (other  than a
Multiemployer  Plan)  subject to the  provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which either Borrower
or  any of  their  respective  ERISA  Affiliates  is  (or,  if  such  plan  were
terminated,  would under Section 4069 of ERISA be deemed to be) an "employer" as
defined in Section 3(5) of ERISA.

            "PRIME RATE" means the rate of interest per annum publicly announced
from time to time by Chase as its prime rate in effect at its  principal  office
in New York City;  each  change in the Prime Rate  shall be  effective  from and
including the date such change is publicly announced as being effective.

            "QUARTERLY  DATES"  means  the last  Business  Day of  March,  June,
September and December in each year,  the first of which shall be the first such
day after the date hereof.

            "REGISTER" has the meaning assigned to such term in Section 9.04.

            "RELATED PARTIES" means, with respect to any specified Person,  such
Person's Affiliates and the respective directors,  officers,  employees,  agents
and advisors of such Person and such Person's Affiliates.

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -15-

            "REPURCHASE   ARRANGEMENTS"   shall  mean   repurchase  and  reverse
repurchase arrangements with respect to securities and financial instruments.

            "REQUIRED  LENDERS"  means,  at any time,  Lenders having  Revolving
Credit Exposures and unused Commitments representing more than 50% of the sum of
the  total  Revolving  Credit  Exposures  and  unused  Commitments  at such time
(PROVIDED  that,  for  purposes  of  declaring  the Loans to be due and  payable
pursuant to Article  VII,  and for all  purposes  after the Loans become due and
payable  pursuant to Article VII or the  Commitments  expire or  terminate,  the
outstanding  Competitive  Loans  of the  Lenders  shall  be  included  in  their
respective Revolving Credit Exposures in determining the Required Lenders).

            "RESTRICTED  PAYMENT"  means  any  dividend  or  other  distribution
(whether in cash,  securities or other  property)  with respect to any shares of
any  class of  capital  stock  of  Finance,  or any  payment  (whether  in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption,  retirement,  acquisition,  cancellation or
termination  of any such  shares of capital  stock of Finance or of any  option,
warrant or other right to acquire any such shares of capital stock of Finance.

            "REVOLVING  CREDIT   COMMITMENT"  means  as  to  each  Lender,   the
obligation of such Lender to make Syndicated  Loans pursuant to Section 2.01, as
such  commitment  may be (a) reduced from time to time  pursuant to Section 2.07
and (b) reduced or increased  from time to time pursuant to assignments by or to
such  Lender  pursuant to Section  9.04.  The  initial  amount of each  Lender's
Revolving Credit Commitment is set forth on Schedule I, or in the Assignment and
Acceptance  pursuant  to which such Lender  shall have  assumed  such  Revolving
Credit Commitment, as applicable.  The initial aggregate amount of the Revolving
Credit Commitments shall be $1,200,000,000.

            "REVOLVING CREDIT EXPOSURE" means, with respect to any Lender at any
time, the aggregate  outstanding  principal  amount of such Lender's  Syndicated
Loans at such time.

            "SEC"  means  the   Securities   and  Exchange   Commission  or  any
Governmental  Authority  succeeding  to any or all  of  the  functions  of  said
Commission.

            "SENIOR INDEBTEDNESS" means all Indebtedness of Finance other
than Subordinated Indebtedness.

            "SPECIAL  PREFERRED EQUITY  SECURITIES"  shall mean preferred equity
securities,  if any,  issued by a  wholly-owned  Subsidiary  of WAMU of the type
marketed under proprietary names such as MIPS, SKIS and TOPRS.

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

            "STATUTORY  RESERVE  RATE"  means,  for any day (or for the Interest
Period for any Eurodollar  Borrowing),  a fraction (expressed as a decimal), the
numerator of which is the number one and the  denominator of which is the number
one MINUS the  aggregate  of the  maximum  reserve  percentages  (including  any
marginal,  special,  emergency or supplemental

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -16-


reserves)  expressed  as a  decimal  established  by the Board to which the
Administrative  Agent is subject on such day (or,  with  respect to an  Interest
Period,  the denominator of which is the number one MINUS the arithmetic mean of
such  aggregates  for the days in such Interest  Period) (a) with respect to the
Base CD Rate,  for new negotiable  nonpersonal  time deposits in Dollars of over
$100,000  with  maturities  approximately  equal  to three  months  and (b) with
respect to the Adjusted LIBO Rate, for eurocurrency  funding (currently referred
to as  "Eurocurrency  liabilities"  in Regulation D of the Board).  Such reserve
percentages   shall  include  those  imposed  pursuant  to  such  Regulation  D.
Eurodollar  Loans shall be deemed to constitute  eurocurrency  funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions  or  offsets  that may be  available  from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

            "SUBORDINATED  INDEBTEDNESS" means all Indebtedness of Finance which
is subordinate and junior in right and time of payment to any other Indebtedness
(including all Loans and interest thereon).

            "SUBSIDIARY" means, with respect to any Person (the "PARENT") at any
date, any corporation,  limited liability company,  partnership,  association or
other  entity the  accounts  of which  would be  consolidated  with those of the
parent in the  parent's  consolidated  financial  statements  if such  financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership,  association or other
entity (a) of which securities or other ownership  interests  representing  more
than 50% of the equity or more than 50% of the ordinary  voting power or, in the
case of a partnership,  more than 50% of the general partnership  interests are,
as of such date,  owned,  controlled  or held,  or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

            "SYNDICATED  LOAN"  means  a Loan  made  pursuant  to  Section  2.01
including  each  Term  Loan and  Non-Extending  Lender  Term  Loan that has been
converted from a Syndicated Loan pursuant to Section 2.08(b)(i) or (ii).

            "TANGIBLE NET WORTH" means, as at any date,

            (a) with respect to WAMU, the sum of:

                  (i)   Consolidated Equity as at such date; MINUS


                  (ii) the amount of Special Preferred Equity Securities, to the
            extent otherwise  included in Consolidated  Equity, as at such date;
            MINUS

                  (iii) the sum for WAMU and its  Subsidiaries  (determined on a
            consolidated  basis without  duplication in accordance with GAAP) of
            the cost of  treasury  shares and the book value of all assets  that
            should  be  classified  as  intangibles   (without   duplication  of
            deductions  in respect of items  already  deducted  in  arriving  at
            Consolidated  Equity) but in any event including goodwill,  minority
            interests,  research and development costs, trademarks, trade names,

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -17-

            copyrights,  patents and franchises,  unamortized  debt discount and
            expense,  all  reserves and any write-up in the book value of assets
            resulting  from a  revaluation  thereof  subsequent  to December 31,
            1999, all determined as at such date.

            (b) with respect to Finance, the stockholders' equity of Finance and
      its Consolidated  Subsidiaries less the amount (to the extent reflected in
      determining  such  consolidated  stockholders'  equity) of all unamortized
      debt  discount  and  expense,   unamortized  deferred  charges,  goodwill,
      patents,  trademarks,  service  marks,  trade  names,  anticipated  future
      benefit   of  tax  loss   carry-forwards,   copyrights   organization   or
      developmental  expenses  and other  intangible  assets of Finance  and its
      Consolidated  Subsidiaries,  all determined on a consolidated  basis as of
      such date MINUS the aggregate  principal amount of Indebtedness as at such
      date  owing to  Finance  or any  Subsidiaries  of  Finance  by WAMU or any
      Subsidiaries of WAMU that are not Finance or Subsidiaries of Finance.

            "TAXES" means any and all present or future taxes, levies,  imposts,
duties,  deductions,   charges  or  withholdings  imposed  by  any  Governmental
Authority.

            "TERM  LOAN"  has  the  meaning  assigned  to such  term in  Section
2.08(b)(i).

            "THREE-MONTH  SECONDARY CD RATE" means,  for any day, the  secondary
market rate for three-month  certificates of deposit reported as being in effect
on such day (or, if such day is not a Business Day, the next preceding  Business
Day) by the Board through the public  information  telephone line of the Federal
Reserve  Bank of New York (which rate will,  under the current  practices of the
Board, be published in Federal Reserve  Statistical Release H.15(519) during the
week following such day) or, if such rate is not so reported on such day or such
next preceding  Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received at  approximately  10:00 a.m.,  New York City time, on such day (or, if
such day is not a  Business  Day,  on the next  preceding  Business  Day) by the
Administrative  Agent from three  negotiable  certificate of deposit  dealers of
recognized standing selected by it.

            "TRANSACTIONS" means the execution,  delivery and performance by the
Borrowers of this Agreement,  the borrowing of Loans and the use of the proceeds
thereof.

            "TYPE",  when used in reference to any Loan or Borrowing,  refers to
whether  the rate of interest on such Loan,  or on the Loans  constituting  such
Borrowing,  is determined by reference to the Adjusted LIBO Rate,  the Alternate
Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a
Fixed Rate.

            "WAMU" means Washington Mutual, Inc., a Washington corporation.


            "WITHDRAWAL  LIABILITY" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -18-

            SECTION 1.02.  CLASSIFICATION OF LOANS AND BORROWINGS.  For

purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Syndicated Loan"), by Type (e.g., a "Eurodollar Loan") or by any
combination thereof.  Borrowings also may be classified and referred to by
Class (e.g., a "Syndicated Borrowing"), by Type (e.g., a "Eurodollar
Borrowing") or by any combination thereof.

            SECTION 1.03. TERMS GENERALLY. The definitions of terms herein shall
apply  equally to the singular and plural forms of the terms  defined.  Whenever
the context may require, any pronoun shall include the corresponding  masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed  by the phrase  "without  limitation".  The word "will"
shall be  construed  to have the same  meaning  and effect as the word  "shall".
Unless the context requires  otherwise (a) any definition of or reference to any
agreement,  instrument or other document  herein shall be construed as referring
to such  agreement,  instrument or other  document as from time to time amended,
supplemented  or  otherwise  modified  (subject  to  any  restrictions  on  such
amendments,  supplements or modifications  set forth herein),  (b) any reference
herein to any Person shall be construed to include such Person's  successors and
assigns, (c) the words "herein", "hereof" and "hereunder",  and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any  particular  provision  hereof,  (d)  all  references  herein  to  Articles,
Sections,  Exhibits  and  Schedules  shall be construed to refer to Articles and
Sections of, and Exhibits and  Schedules  to, this  Agreement  and (e) the words
"asset" and  "property"  shall be  construed to have the same meaning and effect
and to refer to any and all  tangible  and  intangible  assets  and  properties,
including cash, securities, accounts and contract rights.

            SECTION 1.04.  ACCOUNTING TERMS; GAAP. Except as otherwise expressly
provided  herein,  all  terms of an  accounting  or  financial  nature  shall be
construed  in  accordance  with GAAP,  as in effect from time to time;  PROVIDED
that,  if the  Borrowers  notify the  Administrative  Agent  that the  Borrowers
request an amendment  to any  provision  hereof to  eliminate  the effect of any
change occurring after the date hereof in GAAP or in the application  thereof on
the operation of such  provision (or if the  Administrative  Agent  notifies the
Borrowers that the Required Lenders request an amendment to any provision hereof
for such  purpose),  regardless  of whether any such  notice is given  before or
after such change in GAAP or in the  application  thereof,  then such  provision
shall be interpreted  on the basis of GAAP as in effect and applied  immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision is amended in accordance herewith.

                                   ARTICLE II
                                   THE CREDITS

            SECTION 2.01. THE  COMMITMENTS.  Subject to the terms and conditions
set forth herein,  each Lender agrees to make Syndicated Loans to either or both
of the  Borrowers  from  time to  time  during  the  Availability  Period  in an
aggregate  principal amount that will not result in (a) such Lender's  Revolving
Credit Exposure exceeding such Lender's  Commitment PLUS the aggregate principal
amount of such Lender's  outstanding  Term Loans and  Non-Extending  Lender Term
Loans or (b) the sum of the total Revolving  Credit Exposures PLUS the aggregate
principal amount of outstanding Competitive Loans exceeding the sum of the total
Commitments  PLUS the

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -19-

 aggregate  principal  amount of outstanding Term Loans and
Non-Extending  Lender Term Loans. Within the foregoing limits and subject to the
terms and  conditions  set forth herein,  the  Borrowers may borrow,  prepay and
reborrow Syndicated Loans.

            SECTION 2.02.  Loans and Borrowings.

            (a)  Obligations of Lenders.  Each  Syndicated Loan shall be made as
part of a  Borrowing  consisting  of Loans of the same Type made by the  Lenders
ratably in accordance with their respective  Commitments.  Each Competitive Loan
shall be made in accordance  with the  procedures set forth in Section 2.04. The
failure  of any  Lender  to make any Loan  required  to be made by it shall  not
relieve  any  other  Lender  of its  obligations  hereunder;  provided  that the
Commitments and Competitive  Bids of the Lenders are several and no Lender shall
be responsible for any other Lender's failure to make Loans as required.

            (b) Type of Loans.  Subject to  Section  2.12,  (i) each  Syndicated
Borrowing shall be constituted  entirely of ABR Loans or Eurodollar Loans as the
relevant Borrower may request in accordance herewith,  and (ii) each Competitive
Borrowing shall be constituted  entirely of Eurodollar Loans or Fixed Rate Loans
as the relevant Borrower may request in accordance herewith.  Each Lender at its
option may make any Eurodollar Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan;  provided  that any exercise of such
option shall not affect the  obligation  of the relevant  Borrower to repay such
Loan in accordance with the terms of this Agreement.

            (c) Minimum  Amounts;  Limitation  on Number of  Borrowings.  At the
commencement  of the Interest  Period for any Syndicated  Eurodollar  Borrowing,
such  Borrowing  shall be in an  aggregate  amount  of  $10,000,000  or a larger
multiple  of  $1,000,000.  At the time that  each ABR  Borrowing  is made,  such
Borrowing  shall  be in an  aggregate  amount  equal to  $5,000,000  or a larger
multiple of  $1,000,000;  provided  that an ABR Borrowing may be in an aggregate
amount  that is equal to the entire  unused  balance  of the total  Commitments.
Borrowings of more than one Type and Class may be  outstanding at the same time;
provided  that there shall not at any time be more than a total of 10 Syndicated
Eurodollar Borrowings outstanding.

            (d) Limitations on Lengths of Interest Periods.  Notwithstanding any
other  provision  of this  Agreement,  the  Borrowers  shall not be  entitled to
request,  or to elect to  convert  to or  continue  as a  Syndicated  Eurodollar
Borrowing,  any Borrowing if the Interest  Period  requested  therefor would end
after the Commitment  Termination  Date except that a Borrower shall be entitled
to request,  or to elect to convert to or continue  as a  Syndicated  Eurodollar
Borrowing,  any Borrowing after it has provided notice to convert the Syndicated
Loans constituting (or to constitute) such Borrowing to Term Loans in accordance
with Section  2.08(b)(i) or  Non-Extending  Lender Term Loans in accordance with
Section  2.08(b)(ii) if the Interest Period  requested  therefor would end after
the Commitment  Termination Date so long as such requested Interest Period would
not end after the Maturity Date or the  Non-Extending  Lender Term Loan Maturity
Date, respectively.

            (e)  Treatment  of  Loans  Outstanding  under  the  Existing  Credit
Agreement. In the event that any loans under the Existing Credit Agreement shall
remain  outstanding on the

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -20-



     Effective Date, then any then-outstanding "Interest Periods" (as defined in
the Existing Credit Agreement) shall  automatically be terminated and such loans
shall be continued  as  Syndicated  Loans  hereunder  and the Lenders  hereunder
shall, on the Effective Date, take such actions, and make such adjustments among
themselves, as shall be necessary so that such loans are held hereunder pro rata
in accordance  with their  respective  Commitments,  including by purchasing the
loans under the Existing  Credit  Agreement of any "Lenders"  under the Existing
Credit Agreement that are not becoming Lenders hereunder. On the Effective Date,
the  Borrower  shall  cause to be paid to each  "Lender"  party to the  Existing
Credit  Agreement,  all amounts that would be owing to such Lender under Section
2.14 of the Existing Credit Agreement as if the "Loans" of such Lender under the
Existing Credit  Agreement were being repaid on the Effective  Date,  whether or
not any such loans are actually repaid on the Effective Date.

            SECTION  2.03.  Requests  for  Syndicated  Borrowings.  To request a
Syndicated  Borrowing,  the relevant  Borrower  shall notify the  Administrative
Agent of such  request by telephone  (a) in the case of a Syndicated  Eurodollar
Borrowing,  not later than 11:00 a.m.,  New York City time,  three Business Days
before  the  date  of the  proposed  Borrowing  or (b)  in  the  case  of an ABR
Borrowing,  not later than 11:00  a.m.,  New York City time,  one  Business  Day
before  the date of the  proposed  Borrowing.  Each  such  telephonic  Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the  Administrative  Agent of a written  Borrowing Request in a form
approved by the Administrative  Agent and signed by the relevant Borrower.  Each
such  telephonic  and written  Borrowing  Request  shall  specify the  following
information in compliance with Section 2.02:

            (i)  the aggregate amount of the requested Borrowing;

            (ii)  the date of such Borrowing, which shall be a Business Day;

            (iii)  whether such Borrowing is to be an ABR Borrowing or a
      Eurodollar Borrowing;

            (iv) in the case of a Syndicated Eurodollar Borrowing,  the Interest
      Period therefor, which shall be a period contemplated by the definition of
      the term "Interest Period"; and

            (v) the location and number of the  relevant  Borrower's  account to
      which funds are to be disbursed,  which shall comply with the requirements
      of Section 2.05.

If no election as to the Type of  Syndicated  Borrowing is  specified,  then the
requested Syndicated Borrowing shall be an ABR Borrowing.  If no Interest Period
is specified with respect to any requested Syndicated Eurodollar Borrowing, then
the relevant Borrower shall be deemed to have selected an Interest Period of one
month's  duration.   Promptly  following  receipt  of  a  Borrowing  Request  in
accordance with this Section,  the Administrative Agent shall advise each Lender
of the  details  thereof and of the amount of such  Lender's  Loan to be made as
part of the requested Borrowing.


                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -21-


            SECTION 2.04.  Competitive Bid Procedure.


            (a)  Requests  for Bids by the  Borrowers.  Subject to the terms and
conditions  set forth  herein,  from time to time  during  the  period  from the
Effective Date to but excluding the Commitment  Termination Date either Borrower
or both Borrowers may request  Competitive  Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow  Competitive  Loans;  provided
that  the  sum of the  total  Revolving  Credit  Exposures  plus  the  aggregate
principal amount of outstanding  Competitive  Loans at any time shall not exceed
the sum of the total  Commitments plus outstanding Term Loans and  Non-Extending
Lender Term Loans.  To request  Competitive  Bids,  the relevant  Borrower shall
notify the Administrative  Agent of such request by telephone,  in the case of a
Eurodollar  Borrowing,  not later than  11:00  a.m.,  New York City  time,  four
Business  Days before the date of the proposed  Borrowing  and, in the case of a
Fixed  Rate  Borrowing,  not later  than 10:00  a.m.,  New York City  time,  one
Business  Day  before  the date of the  proposed  Borrowing;  provided  that the
Borrowers may submit up to (but not more than) two  Competitive  Bid Requests on
the same day,  but a  Competitive  Bid  Request  shall not be made  within  five
Business Days after the date of any previous Competitive Bid Request, unless any
and all such previous  Competitive Bid Requests shall have been withdrawn or all
Competitive  Bids received in response  thereto  rejected.  Each such telephonic
Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy
to the  Administrative  Agent of a written  Competitive  Bid  Request  in a form
approved by the Administrative  Agent and signed by the relevant Borrower.  Each
such telephonic and written  Competitive Bid Request shall specify the following
information in compliance with Section 2.02:

            (i)  the aggregate amount of the requested Borrowing;

            (ii)  the date of such Borrowing, which shall be a Business Day;

            (iii)  whether such Borrowing is to be a Eurodollar Borrowing or
      a Fixed Rate Borrowing;

            (iv)  the Interest Period for such Borrowing, which shall be a
      period contemplated by the definition of the term "Interest Period"; and

            (v) the location and number of the  relevant  Borrower's  account to
      which funds are to be disbursed,  which shall comply with the requirements
      of Section 2.05.

Promptly  following receipt of a Competitive Bid Request in accordance with this
Section,  the  Administrative  Agent  shall  notify the  Lenders of the  details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

            (b) Making of Bids by  Lenders.  Each Lender may (but shall not have
any obligation to) make one or more Competitive Bids to the relevant Borrower in
response to a Competitive Bid Request.  Each Competitive Bid by a Lender must be
in a form  approved  by the  Administrative  Agent and must be  received  by the
Administrative  Agent  by  telecopy,  in the  case of a  Competitive  Eurodollar
Borrowing,  not later than 9:30 a.m.,  New York City time,  three  Business Days
before the proposed  date of such  Competitive  Borrowing,  and in the case of a

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -22-


Fixed  Rate  Borrowing,  not later than 9:30  a.m.,  New York City time,  on the
proposed  date of  such  Competitive  Borrowing.  Competitive  Bids  that do not
conform  substantially to the form approved by the  Administrative  Agent may be
rejected by the Administrative  Agent, and the Administrative Agent shall notify
the  applicable  Lender of such  rejection  as  promptly  as  practicable.  Each
Competitive  Bid  shall  specify  (i)  the  principal  amount  (which  shall  be
$10,000,000  or a larger  multiple of $1,000,000  and which may equal the entire
principal  amount  of  the  Competitive  Borrowing  requested  by  the  relevant
Borrower) of the  Competitive  Loan or Loans that the Lender is willing to make,
(ii) the  Competitive  Bid Rate or Competitive  Bid Rates at which the Lender is
prepared to make such Loan or Loans (expressed as a percentage rate per annum in
the form of a  decimal  to no more  than  four  decimal  places)  and  (iii) the
Interest Period for each such Loan and the last day thereof.

            (c) Notification of Bids by Administrative Agent. The Administrative
Agent shall promptly notify the relevant Borrower by telecopy of the Competitive
Bid Rate and the  principal  amount  specified in each  Competitive  Bid and the
identity of the Lender that shall have made such Competitive Bid.

            (d)  Acceptance  of  Bids  by the  Borrowers.  Subject  only  to the
provisions  of this  paragraph,  the relevant  Borrower may accept or reject any
Competitive  Bid.  Such  Borrower  shall  notify  the  Administrative  Agent  by
telephone, confirmed by telecopy in a form approved by the Administrative Agent,
whether and to what  extent it has decided to accept or reject each  Competitive
Bid, in the case of a  Competitive  Eurodollar  Borrowing,  not later than 10:30
a.m.,  New York City time,  three  Business Days before the date of the proposed
Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than
10:30  a.m.,  New  York  City  time,  on the  proposed  date of the  Competitive
Borrowing;  provided,  that (i) the failure of such Borrower to give such notice
shall be deemed to be a rejection of each  Competitive  Bid,  (ii) such Borrower
shall not accept a Competitive Bid made at a particular  Competitive Bid Rate if
such Borrower  rejects a Competitive  Bid made at a lower  Competitive Bid Rate,
(iii) the  aggregate  amount of the  Competitive  Bids accepted by such Borrower
shall not exceed the  aggregate  amount of the requested  Competitive  Borrowing
specified in the related  Competitive Bid Request,  (iv) to the extent necessary
to  comply  with  clause  (iii)  of  this  proviso,  such  Borrower  may  accept
Competitive Bids at the same Competitive Bid Rate in part, which acceptance,  in
the case of multiple  Competitive  Bids at such  Competitive Bid Rate,  shall be
made pro rata in accordance  with the amount of each such  Competitive  Bid, and
(v) except pursuant to clause (iv) of this proviso,  no Competitive Bid shall be
accepted for a Competitive  Loan unless such  Competitive Loan is in a principal
amount of $10,000,000 or a larger multiple of $1,000,000;  provided further that
if a Competitive Loan must be in an amount less than $10,000,000  because of the
provisions  of  clause  (iv)  of the  first  proviso  of  this  paragraph,  such
Competitive Loan may be in an amount of $1,000,000 or any multiple thereof,  and
in  calculating  the pro rata  allocation of acceptances of portions of multiple
Competitive  Bids at a particular  Competitive  Bid Rate pursuant to such clause
(iv) the  amounts  shall be  rounded  to  multiples  of  $1,000,000  in a manner
determined  by the relevant  Borrower.  A notice given by the relevant  Borrower
pursuant to this paragraph shall be irrevocable.

            (e)  Notification of Acceptances by the  Administrative  Agent.  The
Administrative  Agent  shall  promptly  notify each  bidding  Lender by telecopy
whether or not its Competitive Bid has been accepted (and, if so, the amount and
Competitive  Bid Rate so

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -23-

accepted),  and each  successful  bidder will thereupon
become  bound,  subject  to  the  terms  and  conditions  hereof,  to  make  the
Competitive Loan in respect of which its Competitive Bid has been accepted.

            (f) Bids by the Administrative  Agent. If the  Administrative  Agent
shall elect to submit a  Competitive  Bid in its capacity as a Lender,  it shall
submit  such  Competitive  Bid  directly to the  relevant  Borrower at least one
quarter of an hour earlier than the time by which the other Lenders are required
to  submit  their  Competitive  Bids to the  Administrative  Agent  pursuant  to
paragraph (b) of this Section.

            SECTION 2.05.  Funding of Borrowings.
                           ---------------------

            (a) Funding by Lenders.  Each Lender shall make each Loan to be made
by it  hereunder on the proposed  date thereof by wire  transfer of  immediately
available  funds by 12:00  noon,  New York  City  time,  to the  account  of the
Administrative  Agent most recently  designated by it for such purpose by notice
to the Lenders.  The Administrative  Agent will make such Loans available to the
relevant Borrower by promptly crediting the amounts so received,  in like funds,
to an account of such Borrower  maintained with the Administrative  Agent in New
York City and designated by such Borrower in the applicable Borrowing Request or
Competitive Bid Request.

            (b)   Presumption   by  the   Administrative   Agent.   Unless   the
Administrative  Agent  shall have  received  notice  from a Lender  prior to the
proposed date of any Borrowing  that such Lender will not make  available to the
Administrative  Agent such Lender's share of such Borrowing,  the Administrative
Agent may assume that such Lender has made such share  available on such date in
accordance  with  paragraph  (a) of this Section and may, in reliance  upon such
assumption,  make available to the relevant Borrower a corresponding  amount. In
such  event,  if a  Lender  has not in fact  made its  share  of the  applicable
Borrowing available to the Administrative  Agent, then the applicable Lender and
the  relevant  Borrower  severally  agree  to pay to  the  Administrative  Agent
forthwith on demand such  corresponding  amount with interest thereon,  for each
day from and including  the date such amount is made  available to such Borrower
to but excluding the date of payment to the Administrative  Agent, at (i) in the
case of such Lender,  the Federal  Funds  Effective  Rate or (ii) in the case of
such Borrower,  the interest rate  applicable to ABR Loans.  If such Lender pays
such amount to the Administrative  Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing.

            SECTION 2.06.  Interest Elections.
                           ------------------

            (a)  Elections by the  Borrowers  for  Syndicated  Borrowings.  Each
Syndicated  Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Syndicated Eurodollar  Borrowing,  shall
have the Interest Period specified in such Borrowing  Request.  Thereafter,  the
relevant  Borrower  may elect to convert  such  Borrowing  to a  Borrowing  of a
different  Type or to continue  such  Borrowing  as a Borrowing of the same Type
and, in the case of a Syndicated  Eurodollar  Borrowing,  may elect the Interest
Period  therefor,  all as provided in this  Section.  The relevant  Borrower may
elect  different  options  with  respect to  different  portions of the affected
Borrowing,  in which case each such portion shall be allocated ratably among the
Lenders  holding  the  Loans   constituting   such  Borrowing,   and  the  Loans
constituting  each such portion shall be considered a separate  Borrowing.  This
Section shall not

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -24-

apply to Competitive Borrowings, which may not be converted or
continued except as provided in Section 2.19.

            (b)  Notice  of  Elections.  To make an  election  pursuant  to this
Section,  the relevant  Borrower shall notify the  Administrative  Agent of such
election by  telephone  by the time that a Borrowing  Request  would be required
under Section 2.03 if such Borrower  were  requesting a Syndicated  Borrowing of
the Type  resulting  from such election to be made on the effective date of such
election.  Each such telephonic  Interest  Election Request shall be irrevocable
and  shall  be  confirmed   promptly  by  hand   delivery  or  telecopy  to  the
Administrative  Agent of a written Interest  Election Request in a form approved
by the Administrative Agent and signed by the relevant Borrower.

            (c)  Information in Interest Election Requests.  Each telephonic
                 -----------------------------------------
and written Interest Election Request shall specify the following information
in compliance with Section 2.02:

            (i) the  name  of the  Borrower  and the  Borrowing  to  which  such
      Interest  Election  Request  applies and, if  different  options are being
      elected with respect to different  portions thereof,  the portions thereof
      to be allocated to each resulting Borrowing (in which case the information
      to be specified pursuant to clauses (iii) and (iv) of this paragraph shall
      be specified for each resulting Borrowing);

            (ii)  the  effective  date of the  election  made  pursuant  to such
      Interest Election Request, which shall be a Business Day;

            (iii)  whether the resulting Borrowing is to be an ABR Borrowing
      or a Eurodollar Borrowing; and

            (iv) if the  resulting  Borrowing  is a  Eurodollar  Borrowing,  the
      Interest Period therefor after giving effect to such election, which shall
      be a period contemplated by the definition of the term "Interest Period".

If any such Interest  Election Request requests a Eurodollar  Borrowing but does
not specify an Interest  Period,  then the relevant  Borrower shall be deemed to
have selected an Interest Period of one month's duration.

            (d)  Notice  by  the  Administrative  Agent  to  Lenders.   Promptly
following  receipt of an Interest  Election Request,  the  Administrative  Agent
shall advise each Lender of the details thereof and of such Lender's  portion of
each resulting Borrowing.

            (e) Failure to Elect;  Events of Default.  If the relevant  Borrower
fails to deliver a timely Interest Election Request with respect to a Syndicated
Eurodollar  Borrowing  prior to the end of the Interest Period  therefor,  then,
unless such Borrowing is repaid as provided herein,  at the end of such Interest
Period such Borrowing  shall be converted to an ABR  Borrowing.  Notwithstanding
any  contrary  provision  hereof,  if an Event of Default  has  occurred  and is
continuing and the Administrative Agent, at the request of the Required Lenders,
so  notifies  the  relevant  Borrower,  then,  so long as an Event of Default is
continuing  (i) no  outstanding

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -25-

Syndicated  Borrowing  may be  converted  to or  continued  as a Syndicated
Eurodollar  Borrowing  and  (ii)  unless  repaid,  each  Syndicated   Eurodollar
Borrowing  shall be  converted  to an ABR  Borrowing  at the end of the Interest
Period therefor.

            SECTION 2.07.  Termination and Reduction of the Commitments.
                           --------------------------------------------

            (a)  Scheduled Termination.
                 ---------------------

            (i)  Unless previously terminated, the Commitments shall
      terminate at the close of business on the Commitment Termination Date;
      and

            (ii) The Commitments of each Non-Extending Lender shall terminate as
      provided in Section 2.18(c).

            (b) Voluntary  Termination  or  Reduction.  The Borrowers may at any
time terminate, or from time to time reduce, the Commitments;  provided that (i)
each  reduction  of the  Commitments  shall be in an amount  that is an integral
multiple of $10,000,000 and (ii) the Borrowers shall not terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance  with Section 2.09, the sum of the total Revolving  Credit  Exposures
plus the  aggregate  principal  amount of  outstanding  Competitive  Loans would
exceed the total Commitments.

            (c) Notice of Voluntary  Termination  or  Reduction.  The  Borrowers
shall notify the Administrative Agent of any election to terminate or reduce the
Commitments  under  paragraph  (b) of this Section at least three  Business Days
prior to the effective date of such  termination or reduction,  specifying  such
election and the  effective  date  thereof.  Promptly  following  receipt of any
notice,  the  Administrative  Agent  shall  advise the  Lenders of the  contents
thereof.  Each notice delivered by the Borrowers  pursuant to this Section shall
be  irrevocable;  provided  that a  notice  of  termination  of the  Commitments
delivered by the  Borrowers may state that such notice is  conditioned  upon the
effectiveness  of other  credit  facilities,  in which  case such  notice may be
revoked by the Borrowers (by notice to the  Administrative  Agent on or prior to
the specified effective date) if such condition is not satisfied.

            (d) Effect of Termination or Reduction. Any termination or reduction
of the Commitments  shall be permanent.  Each reduction of the Commitments shall
be  made  ratably  among  the  Lenders  in  accordance  with  their   respective
Commitments.

            SECTION 2.08.  Repayment of Loans; Evidence of Debt.
                           ------------------------------------

            (a)  Repayment.  Each Borrower hereby unconditionally promises to
                 ---------
pay the Loans as follows:

            (i) subject to Sections  2.18,  2.08(b)(i) and  2.08(b)(ii),  to the
      Administrative  Agent  for  account  of the  Lenders,  on  the  Commitment
      Termination Date, the then unpaid principal amount of the Syndicated Loans
      made to such Borrower that are outstanding at the close of business on the
      Commitment Termination Date, and

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -26-


            (ii) to the  Administrative  Agent  for  account  of the  respective
      Lender the then unpaid  principal  amount of each Competitive Loan of such
      Lender  made to such  Borrower  on the  last  day of the  Interest  Period
      therefor.

            (b)  Term-Out Option.
                 ---------------

            (i) If the Commitment Termination Date shall not have been extended,
      each Borrower may, by notice to the Administrative  Agent not less than 10
      days prior to the Commitment Termination Date convert all Syndicated Loans
      made to such Borrower that are  outstanding on the Commitment  Termination
      Date to term  loans  (each,  a "Term  Loan"  and  collectively,  the "Term
      Loans").  Each Term Loan shall bear  interest,  until the  payment in full
      thereof,  at the rates  provided for in Section  2.11 and shall  otherwise
      constitute  a  Syndicated  Loan for all  purposes of this  Agreement.  The
      relevant   Borrower  hereby   unconditionally   promises  to  pay  to  the
      Administrative  Agent for  account of the  Lenders  the  unpaid  principal
      amount of the Term Loans made to such Borrower that are outstanding on the
      date that is six months after the Commitment Termination Date (or, if such
      date  is not a  Business  Day,  the  next  preceding  Business  Day)  (the
      "Maturity  Date").  Anything in this  Section  2.08(b)(i)  to the contrary
      notwithstanding,  any such  conversion  shall be subject to the conditions
      precedent  that:  (i) no Default  shall have occurred and be continuing on
      the  Commitment   Termination  Date  and  (ii)  the   representations  and
      warranties  made by such  Borrower in Article III hereof shall be true and
      complete on and as of such Commitment Termination Date with the same force
      and  effect  as  if  made  on  and  as of  such  date  (or,  if  any  such
      representation  or warranty is expressly  stated to have been made as of a
      specific  date,  as of such  specific  date).  Each  notice of  conversion
      delivered by either  Borrower in accordance  with this Section  2.08(b)(i)
      shall  constitute a certification by such Borrower to the effect set forth
      in the  preceding  sentence  (both as of the date of such notice date and,
      unless such Borrower,  after delivery of such notice,  otherwise  notifies
      the Administrative  Agent prior to the Commitment  Termination Date, as of
      such date).

            (ii) If the  requisite  percentage  of Lenders have agreed to extend
      the Commitment  Termination  Date pursuant to Section 2.18,  each Borrower
      may convert all Syndicated Loans of Non-Extending Lenders to such Borrower
      that are  outstanding on the applicable  Existing  Commitment  Termination
      Date to term loans (each, a "Non-Extending Lender Term Loan") by notice to
      the  Administrative  Agent and the Non-Extending  Lenders not less than 10
      days  prior  to  such   Existing   Commitment   Termination   Date.   Each
      Non-Extending  Lender Term Loan shall bear interest,  until the payment in
      full  thereof,  at the  rates  provided  for in  Section  2.11  and  shall
      otherwise constitute a Syndicated Loan for all purposes of this Agreement.
      The  relevant  Borrower  hereby  unconditionally  promises  to  pay to the
      Administrative  Agent for  account of the  Lenders  the  unpaid  principal
      amount of the  Non-Extending  Lender Term Loans made to such Borrower that
      are  outstanding  on the date  that is six  months  after  the  applicable
      Existing  Commitment  Termination  Date (or, if such date is not  Business
      Day, the next preceding  Business Day) (a "Non-Extending  Lender Term Loan
      Maturity  Date").  Anything in this  Section  2.08(b)(ii)  to the contrary
      notwithstanding,  any such  conversion  shall be subject to the conditions
      precedent  that:  (i) no Default  shall have occurred and be continuing on
      the  applicable  Existing   Commitment   Termination  Date  and  (ii)  the
      representations and warranties made

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -27-

      by such Borrower in Article III hereof
      shall  be  true  and  complete  on  and  as of  such  Existing  Commitment
      Termination  Date with the same  force and  effect as if made on and as of
      such date (or, if any such  representation or warranty is expressly stated
      to have been made as of a specific date, as of such specific  date).  Each
      notice of conversion  delivered by either Borrower in accordance with this
      Section  2.08(b)(ii)  shall constitute a certification by such Borrower to
      the effect  set forth in the  preceding  sentence  (both as of the date of
      such notice date and, unless the Borrower,  after delivery of such notice,
      otherwise  notifies  the  Administrative  Agent  prior  to the  applicable
      Existing Commitment Termination Date, as of such date).

            (c) Manner of Payment.  Prior to any  repayment or prepayment of any
Borrowings  hereunder,  the  relevant  Borrower  shall  select the  Borrowing or
Borrowings  to be paid and shall  notify the  Administrative  Agent by telephone
(confirmed by telecopy) of such  selection  not later than 11:00 a.m.,  New York
City time,  three  Business  Days before the scheduled  date of such  repayment;
provided that each  repayment of  Borrowings  by a Borrower  shall be applied to
repay  any  outstanding  ABR  Borrowings  of  such  Borrower  before  any  other
Borrowings.  If the relevant  Borrower  fails to make a timely  selection of the
Borrowing or Borrowings to be repaid or prepaid,  such payment shall be applied,
first, to pay any outstanding  ABR Borrowings of such Borrower and,  second,  to
other  Borrowings  of such  Borrower in the order of the  remaining  duration of
their  respective  Interest  Periods (the Borrowing with the shortest  remaining
Interest Period to be repaid first),  and for these purposes,  Competitive Loans
shall be deemed to be in the same Class as Loans.  Each  payment of a Syndicated
Borrowing shall be applied ratably to the Loans included in such Borrowing.

            (d)  Maintenance  of Loan  Accounts  by Lenders.  Each Lender  shall
maintain in accordance with its usual practice an account or accounts evidencing
the  indebtedness of each Borrower to such Lender  resulting from each Loan made
by such Lender, including the amounts of principal and interest payable and paid
to such Lender from time to time hereunder.

            (e) Maintenance of Loan Accounts by the  Administrative  Agent.  The
Administrative  Agent shall  maintain  accounts in which it shall record (i) the
name  of the  Borrower  and the  amount  of each  Loan  to  such  Borrower  made
hereunder,  the Class and Type thereof and each Interest Period  therefor,  (ii)
the amount of any  principal  or  interest  due and payable or to become due and
payable from each Borrower to each Lender  hereunder and (iii) the amount of any
sum received by the  Administrative  Agent from either  Borrower  hereunder  for
account of the Lenders and each Lender's share thereof.

            (f) Effect of Entries.  The entries made in the accounts  maintained
pursuant to paragraph (d) or (e) of this Section  shall be prima facie  evidence
of the existence and amounts of the obligations recorded therein;  provided that
the failure of any Lender or the Administrative  Agent to maintain such accounts
or any error  therein  shall not in any manner  affect the  obligation of either
Borrower to repay the Loans in accordance with the terms of this Agreement.

            (g) Promissory  Notes.  Any Lender may request that Loans made by it
be evidenced by a promissory  note. In such event,  the relevant  Borrower shall
prepare,  execute and deliver to such Lender a  promissory  note  payable to the
order of such Lender (or, if requested  by such  Lender,  to such Lender and its
registered  assigns) and in a form approved by the

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -28-

Administrative  Agent. If any
Lender requests that the Loans made by it be evidenced by a promissory note, and
such Lender is a Lender under the Existing Credit  Agreement,  the Borrower will
not be obligated to execute and deliver any such  promissory note to such Lender
unless such Lender  shall first have  delivered  any existing  promissory  notes
executed and delivered to such Lender pursuant to the Existing Credit  Agreement
to the Administrative Agent. Thereafter,  the Loans evidenced by such promissory
note  and  interest  thereon  shall at all  times  (including  after  assignment
pursuant to Section 9.04) be represented by one or more promissory notes in such
form  payable to the order of the payee named  therein  (or, if such  promissory
note is a registered note, to such payee and its registered assigns).

            SECTION 2.09.  Prepayment of Loans.
                           -------------------

            (a) Optional  Prepayments Right to Prepay Borrowings.  Each Borrower
shall have the right at any time and from time to time to prepay  any  Borrowing
in whole or in part, subject to the requirements of this Section;  provided that
no  Borrower  shall have the right to prepay any  Competitive  Loan  without the
prior consent of the Lender thereof.

            (b)  Notices,   Etc.  The   relevant   Borrower   shall  notify  the
Administrative  Agent by  telephone  (confirmed  by  telecopy)  of any  optional
prepayment  hereunder  of a Borrowing  made by such  Borrower (i) in the case of
prepayment of a Syndicated  Eurodollar Borrowing or of a Competitive  Borrowing,
not later than 11:00 a.m.,  New York City time,  three  Business Days before the
date of prepayment or (ii) in the case of  prepayment of an ABR  Borrowing,  not
later than 11:00 a.m.,  New York City time,  one Business Day before the date of
prepayment.  Each  such  notice  shall be  irrevocable  and  shall  specify  the
prepayment date and the principal amount of each Borrowing or portion thereof to
be prepaid; provided that, if a notice of prepayment is given in connection with
a conditional  notice of  termination  of the  Commitments  as  contemplated  by
Section 2.07,  then such notice of  prepayment  may be revoked if such notice of
termination  is revoked in  accordance  with Section  2.07.  Promptly  following
receipt of any such notice  relating to a Syndicated  Borrowing  or  Competitive
Borrowing,  the  Administrative  Agent shall advise the relevant  Lenders of the
contents thereof. Each partial prepayment of any Borrowing shall be in an amount
that would be  permitted in the case of a Borrowing of the same Type as provided
in Section  2.02.  Each  prepayment of a Syndicated  Borrowing  shall be applied
ratably to the Loans  included in the prepaid  Borrowing.  Prepayments  shall be
accompanied by accrued interest to the extent required by Section 2.11 and shall
be made in the manner specified in Section 2.08(c).

            SECTION 2.10.  Fees.
                           ----

            (a) Facility Fee. Each Borrower agrees to pay to the  Administrative
Agent for  account of each  Lender a facility  fee,  which  shall  accrue at the
Applicable  Rate on the daily amount of the  Commitment of such Lender  (whether
used or unused)  during the period  from and  including  the date  hereof to but
excluding the date such  Commitment  terminates;  provided  that, if such Lender
continues to have any Revolving Credit Exposure after its Commitment terminates,
then  such  facility  fee  shall  continue  to  accrue  on the  daily  aggregate
outstanding  principal  amount of Loans  (including  Competitive  Loans) of such
Lender from and  including  the date on which its  Commitment  terminates to but
excluding  the date on which such Lender  ceases to have any Loans  outstanding.
Accrued  facility fees shall be payable on each Quarterly Date,

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -29-

on each date the
Commitments  of any Lender  terminate,  on each  Non-Extending  Lender Term Loan
Maturity  Date and on the Maturity  Date,  commencing  on the first such date to
occur after the date hereof;  provided that any facility fees accruing after the
date on which the Commitments terminate (or, with respect to facility fees owing
by a Borrower in the event that such Borrower elects to convert Syndicated Loans
to Term Loans as provided in Section  2.08(b)(i),  accruing  after the  Maturity
Date)  shall be payable on demand.  All  facility  fees shall be computed on the
basis of a year of 360 days and shall be payable  for the actual  number of days
elapsed (including the first day but excluding the last day).

            (b)  Utilization  Fee.  Each  Borrower  agrees  to  pay a fee to the
Administrative  Agent for account of each Lender a utilization  fee, which shall
accrue at the  Applicable  Rate on the  daily  aggregate  outstanding  principal
amount of Loans  (including  Competitive  Loans) of such  Lender for each day on
which the aggregate  outstanding principal amount of the Loans equals or exceeds
an amount  equal to  33-1/3%  of the  Commitments  (and for this  purpose,  each
Non-Extending  Lender shall be deemed to have a Commitment in an amount equal to
the aggregate  outstanding  principal  amount of its  Non-Extending  Lender Term
Loans and,  in the case of any Lender  that has  outstanding  Term Loans at such
time, such Lender shall be deemed to have a Commitment in an amount equal to the
aggregate outstanding  principal amount of its Term Loans).  Accrued utilization
fees shall be payable on each  Quarterly  Date, on each date the  Commitments of
any Lender terminate,  on each Non-Extending  Lender Term Loan Maturity Date and
on the Maturity Date,  commencing on the first such date to occur after the date
hereof;  provided that any utilization fees accruing after the date on which the
Commitments  terminate (or, with respect to utilization fees owing by a Borrower
in the event that such Borrower elects to convert Syndicated Loans to Term Loans
as provided in Section  2.08(b)(i),  accruing  after the Maturity Date) shall be
payable on demand. All utilization fees shall be computed on the basis of a year
of 360  days  and  shall  be  payable  for the  actual  number  of days  elapsed
(including the first day but excluding the last day).  Utilization  fees payable
under this Section  2.10(b)  with respect to any day shall be allocated  between
the  Borrowers  pro  rata  according  to the  respective  aggregate  outstanding
principal amounts of Loans owing by the Borrowers on such day.

            (c)  Administrative Agent Fees.  The Borrowers agree to pay to
                 -------------------------
the Administrative Agent, for its own account, fees payable in the amounts
and at the times separately agreed upon between the Borrowers and the
Administrative Agent.

            (d) Payment of Fees. All fees payable hereunder shall be paid on the
dates due, in  immediately  available  funds,  to the  Administrative  Agent for
distribution,  in the case of facility  fees, to the Lenders  entitled  thereto.
Fees paid shall not be refundable under any circumstances.

            SECTION 2.11.  Interest.
                           --------

            (a) ABR Loans. The Loans  constituting each ABR Borrowing shall bear
interest  at a rate  per  annum  equal  to the  Alternate  Base  Rate  plus  the
Applicable Rate.

            (b)  Eurodollar  Loans.  The  Loans   constituting  each  Eurodollar
Borrowing  shall bear interest at a rate per annum equal to (i) in the case of a
Syndicated  Eurodollar  Loan, the Adjusted LIBO Rate for the Interest Period for
such  Borrowing plus the  Applicable  Rate (plus,  in

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -30-

 the case of any Syndicated
Eurodollar Loan which is a Term Loan or Non-Extending  Lender Term Loan, .250%),
or (ii) in the case of a Competitive Eurodollar Borrowing, the LIBO Rate for the
Interest  Period for such  Borrowing plus (or minus,  as applicable)  the Margin
applicable to such Loan.

            (c)  Fixed Rate Loans.  Each Fixed Rate Loan shall bear interest
                 ----------------
at a rate per annum equal to the Fixed Rate applicable to such Loan.

            (d)  Default  Interest.   Notwithstanding  the  foregoing,   if  any
principal  of or  interest  on any Loan or any fee or other  amount  payable  by
either Borrower hereunder is not paid when due, whether at stated maturity, upon
acceleration  or otherwise,  such overdue amount shall bear  interest,  after as
well as before judgment, at a rate per annum equal to (i) in the case of overdue
principal of any Loan,  2% plus the rate  otherwise  applicable  to such Loan as
provided  above  or (ii) in the  case of any  other  amount,  2% plus  the  rate
applicable to ABR Loans as provided in paragraph (a) of this Section.

            (e)  Payment of  Interest.  Accrued  interest  on each Loan shall be
payable in arrears on each Interest  Payment Date for such Loan and, in the case
of Syndicated  Loans,  upon  termination of the  Commitments;  provided that (i)
interest  accrued  pursuant to paragraph (d) of this Section shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan (other than
a prepayment of an ABR Loan prior to the Commitment  Termination Date),  accrued
interest on the principal  amount repaid or prepaid shall be payable on the date
of such  repayment or prepayment and (iii) in the event of any conversion of any
Syndicated  Eurodollar  Borrowing  prior  to  the  end of  the  Interest  Period
therefor,  accrued  interest on such Borrowing shall be payable on the effective
date of such conversion.

            (f)  Computation.  All interest  hereunder  shall be computed on the
basis of a year of 360 days except that  interest  computed by  reference to the
Alternate  Base Rate at times when the Alternate Base Rate is based on the Prime
Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year),  and in each case shall be payable for the actual  number of days elapsed
(including the first day but excluding the last day).  The applicable  Alternate
Base  Rate,  Adjusted  LIBO  Rate  or  LIBO  Rate  shall  be  determined  by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

            SECTION 2.12.  Alternate Rate of Interest.  If prior to the
                           --------------------------
commencement of the Interest Period for a Eurodollar Borrowing:

            (a) the Administrative  Agent determines (which  determination shall
      be conclusive absent manifest error) that adequate and reasonable means do
      not exist for  ascertaining  the Adjusted  LIBO Rate or the LIBO Rate,  as
      applicable, for such Interest Period; or

            (b) the Administrative Agent is advised by the Required Lenders (or,
      in the case of a Competitive  Eurodollar Loan, the Lender that is required
      to make  such  Loan)  that the  Adjusted  LIBO Rate or the LIBO  Rate,  as
      applicable,  for such  Interest  Period  will not  adequately  and  fairly
      reflect  the cost to such  Lenders  (or  Lender) of making or

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -31-

       maintaining  their Loans (or its Loan)  included in such Borrowing for
       such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrowers and the
Lenders by  telephone  or telecopy as promptly as  practicable  thereafter  and,
until the  Administrative  Agent notifies the Borrowers and the Lenders that the
circumstances  giving  rise to such  notice no longer  exist,  (i) any  Interest
Election Request that requests the conversion of any Syndicated Borrowing to, or
continuation of any Syndicated  Borrowing as, a Syndicated  Eurodollar Borrowing
shall be  ineffective,  (ii) if any  Borrowing  Request  requests  a  Syndicated
Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing and (iii)
any request by the relevant  Borrower  for a  Competitive  Eurodollar  Borrowing
shall be  ineffective;  provided that if the  circumstances  giving rise to such
notice do not affect all the  Lenders,  then  requests by the such  Borrower for
Competitive  Eurodollar  Borrowings may be made to Lenders that are not affected
thereby.

            SECTION 2.13.  Increased Costs.
                           ---------------

            (a)  Increased Costs Generally.  If any Change in Law shall:
                 -------------------------

            (i) impose,  modify or deem applicable any reserve,  special deposit
      or similar requirement against assets of, deposits with or for account of,
      or credit  extended by, any Lender  (except any such  reserve  requirement
      reflected in the Adjusted LIBO Rate); or

            (ii) impose on any Lender or the London  interbank  market any other
      condition affecting this Agreement or Eurodollar Loans or Fixed Rate Loans
      made by such Lender;

and the result of any of the  foregoing  shall be to  increase  the cost to such
Lenders of making or maintaining  any Eurodollar  Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to reduce the amount of any
sum  received or  receivable  by such Lender  hereunder  (whether of  principal,
interest or otherwise),  then the relevant Borrower will pay to such Lender such
additional  amount or amounts as will compensate such Lender for such additional
costs incurred or reduction suffered.

            (b) Capital  Requirements.  If any Lender determines that any Change
in Law regarding  capital  requirements has or would have the effect of reducing
the rate of return on such  Lender's  capital or on the capital of such Lender's
holding company, if any, as a consequence of this Agreement or the Loans made by
such  Lender to a level below that which such  Lender or such  Lender's  holding
company   could  have   achieved  but  for  such  Change  in  Law  (taking  into
consideration  such Lender's  policies and the policies of such Lender's holding
company with respect to capital adequacy),  then from time to time each Borrower
will pay to such Lender  such  additional  amount or amounts as will  compensate
such Lender or such Lender's holding company for any such reduction suffered.

            (c)  Certificates  from Lenders.  A certificate  of a Lender setting
forth the amount or amounts  necessary to compensate  such Lender or its holding
company,  as the case  may be,  as  specified  in  paragraph  (a) or (b) of this
Section  shall be  delivered to the  relevant  Borrower and

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -32-


shall be  conclusive
absent manifest error.  Such Borrower(s)  shall pay such Lender the amount shown
as due on any such certificate within 10 days after receipt thereof.

            (d) Delay in Requests. Failure or delay on the part of any Lender to
demand  compensation  pursuant to this Section shall not  constitute a waiver of
such Lender's right to demand such compensation;  provided that neither Borrower
shall be  required  to  compensate  a Lender  pursuant  to this  Section for any
increased  costs or  reductions  incurred more than six months prior to the date
that such Lender  notifies the relevant  Borrower(s) of the Change in Law giving
rise to such  increased  costs or reductions  and of such Lender's  intention to
claim compensation therefor;  provided further that, if the Change in Law giving
rise to such increased  costs or reductions is  retroactive,  then the six-month
period  referred to above shall be extended to include the period of retroactive
effect thereof.

            (e) Competitive Loans.  Notwithstanding the foregoing  provisions of
this Section,  a Lender shall not be entitled to  compensation  pursuant to this
Section  in  respect  of any  Competitive  Loan if the  Change in Law that would
otherwise  entitle it to such  compensation  shall have been publicly  announced
prior to submission of the Competitive Bid pursuant to which such Loan was made.

            SECTION  2.14.  Break  Funding  Payments.  In the  event  of (a) the
payment of any principal of any Eurodollar Loan or Fixed Rate Loan other than on
the last day of an Interest Period  therefor  (including as a result of an Event
of Default or as a result of the failure to satisfy the conditions  precedent to
the conversion of Syndicated  Loans to Term Loans or  Non-Extending  Lender Term
Loans  set  forth in  Section  2.03(b)(i)  or (ii),  as the case may be) (b) the
conversion  of any  Eurodollar  Loan other  than on the last day of an  Interest
Period  therefor,  (c) the  failure to borrow,  convert,  continue or prepay any
Syndicated  Loan on the date specified in any notice  delivered  pursuant hereto
(regardless  of whether such notice is permitted to be revocable  under  Section
2.09(b) and is revoked in  accordance  herewith),  (d) the failure to borrow any
Competitive  Loan after  accepting the Competitive Bid to make such Loan, or (e)
the assignment of any Eurodollar  Loan or Fixed Rate Loan other than on the last
day of an Interest  Period  therefor as a result of a request by either Borrower
pursuant to Section 2.17, then, in any such event,  the relevant  Borrower shall
compensate  each  Lender for the loss,  cost and  expense  attributable  to such
event. In the case of a Eurodollar Loan, the loss to any Lender  attributable to
any such event shall be deemed to include an amount determined by such Lender to
be equal to the excess,  if any, of (i) the amount of interest  that such Lender
would  pay for a  deposit  equal to the  principal  amount  of such Loan for the
period from the date of such payment,  conversion,  failure or assignment to the
last day of the then current Interest Period for such Loan (or, in the case of a
failure to borrow, convert or continue, the duration of the Interest Period that
would have resulted from such  borrowing,  conversion  or  continuation)  if the
interest  rate payable on such deposit were equal to the Adjusted  LIBO Rate for
such  Interest  Period,  over (ii) the amount of interest that such Lender would
earn on such principal amount for such period if such Lender were to invest such
principal  amount for such period at the interest rate that would be bid by such
Lender (or an affiliate of such Lender) for Dollar  deposits from other banks in
the eurodollar  market at the  commencement of such period. A certificate of any
Lender  setting  forth any amount or amounts  that such  Lender is  entitled  to
receive pursuant to this Section shall be delivered to the relevant Borrower and
shall be conclusive  absent manifest error.  Such Borrower

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -33-



 shall pay such Lender
the amount  shown as due on any such  certificate  within 10 days after  receipt
thereof.

            SECTION 2.15.  Taxes.
                           -----

            (a) Payments Free of Taxes. Any and all payments by or on account of
any  obligation of each Borrower  hereunder  shall be made free and clear of and
without  deduction for any  Indemnified  Taxes or Other Taxes;  provided that if
either Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments,  then (i) the sum payable shall be increased as necessary so
that after making all required deductions  (including  deductions  applicable to
additional sums payable under this Section) the  Administrative  Agent or Lender
(as the case may be) receives an amount equal to the sum it would have  received
had no such  deductions been made, (ii) such Borrower shall make such deductions
and (iii) such  Borrower  shall pay the full  amount  deducted  to the  relevant
Governmental Authority in accordance with applicable law.

            (b)  Payment of Other  Taxes by the  Borrowers.  In  addition,  each
Borrower  shall pay any Other Taxes to the  relevant  Governmental  Authority in
accordance with applicable law.

            (c) Indemnification by the Borrowers.  Each Borrower shall indemnify
the  Administrative  Agent and each Lender,  within 10 days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes (including
Indemnified  Taxes or Other  Taxes  imposed or asserted  on or  attributable  to
amounts  payable under this Section)  paid by the  Administrative  Agent or such
Lender, as the case may be, and any penalties,  interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes
or Other Taxes were  correctly  or legally  imposed or asserted by the  relevant
Governmental  Authority.  A  certificate  as to the  amount of such  payment  or
liability   delivered  to  the  relevant   Borrower  by  a  Lender,  or  by  the
Administrative  Agent on its own  behalf  or on  behalf  of a  Lender,  shall be
conclusive absent manifest error.

            (d) Evidence of Payments.  As soon as practicable  after any payment
of Indemnified  Taxes or Other Taxes by the relevant  Borrower to a Governmental
Authority,  such Borrower shall deliver to the Administrative Agent the original
or  a  certified  copy  of a  receipt  issued  by  such  Governmental  Authority
evidencing  such payment,  a copy of the return  reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.

            (e)  Foreign  Lenders.  Any  Foreign  Lender  that is entitled to an
exemption from or reduction of withholding tax under the law of the jurisdiction
in which  the  relevant  Borrower  is  located,  or any  treaty  to  which  such
jurisdiction  is a party,  with respect to payments under this  Agreement  shall
deliver to such Borrower (with a copy to the Administrative  Agent), at the time
or times prescribed by applicable law or reasonably  requested by such Borrower,
such properly completed and executed documentation  prescribed by applicable law
as will permit  such  payments to be made  without  withholding  or at a reduced
rate.

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -34-

            SECTION 2.16.  Payments Generally; Pro Rata Treatment; Sharing of
                           ---------------------------------------------------
Set-offs.
--------

            (a) Payments by the Borrowers. Each Borrower shall make each payment
required to be made by it hereunder (whether of principal,  interest or fees, or
under Section 2.13,  2.14 or 2.15, or otherwise)  prior to 12:00 noon,  New York
City time, on the date when due, in immediately available funds, without set-off
or  counterclaim;  provided  that if a new Loan is to be made by any Lender to a
Borrower on a date such  Borrower is to repay any  principal  of an  outstanding
Loan of such  Lender,  such Lender  shall apply the proceeds of such new Loan to
the payment of the  principal  to be repaid by such  Borrower and only an amount
equal to the  difference  between the principal to be borrowed and the principal
to be repaid shall be made available by such Lender to the Administrative  Agent
as provided in Section 2.05 or paid by such Borrower to the Administrative Agent
pursuant to this paragraph,  as the case may be. Any amounts received after such
time on any date may, in the discretion of the  Administrative  Agent, be deemed
to have been  received  on the next  succeeding  Business  Day for  purposes  of
calculating   interest  thereon.   All  such  payments  shall  be  made  to  the
Administrative  Agent at its  offices at 270 Park  Avenue,  New York,  New York,
except that payments  pursuant to Sections  2.13,  2.14,  2.15 and 9.03 shall be
made directly to the Persons entitled thereto.  The  Administrative  Agent shall
distribute  any such payments  received by it for account of any other Person to
the appropriate  recipient  promptly  following receipt thereof.  If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next  succeeding  Business  Day and, in the case of any
payment accruing  interest,  interest thereon shall be payable for the period of
such extension. All payments hereunder shall be made in Dollars.

            (b)   Application  of   Insufficient   Payments.   If  at  any  time
insufficient funds are received by and available to the Administrative  Agent to
pay fully all amounts of principal,  interest and fees then due hereunder,  such
funds shall be applied (i) first,  to pay interest and fees then due  hereunder,
ratably among the parties  entitled  thereto in  accordance  with the amounts of
interest and fees then due to such  parties,  and (ii) second,  to pay principal
then due  hereunder,  ratably among the parties  entitled  thereto in accordance
with the amounts of principal then due to such parties.

            (c) Pro Rata  Treatment.  Except to the  extent  otherwise  provided
herein:  (i) each payment of facility fee and utilization fee under Section 2.10
shall be made for account of the Lenders,  and each  termination or reduction of
the  amount of the  Commitments  under  Section  2.07  shall be  applied  to the
respective  Commitments  of the  Lenders,  pro rata  according to the amounts of
their respective Commitments;  (ii) each Syndicated Borrowing shall be allocated
pro rata  among  the  Lenders  according  to the  amounts  of  their  respective
Commitments (in the case of the making of Syndicated  Loans) or their respective
Loans (in the case of  conversions  and  continuations  of  Loans);  (iii)  each
payment or prepayment of principal of Syndicated Loans by the relevant  Borrower
shall  be made for  account  of the  Lenders  pro  rata in  accordance  with the
respective  unpaid  principal  amounts of the Syndicated Loans held by them; and
(iv) each payment of interest on Syndicated Loans by the relevant Borrower shall
be made for account of the Lenders pro rata in  accordance  with the  respective
amounts of interest on such Loans then due and payable to the Lenders.

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -35-


            (d)  Sharing  of  Payments  by  Lenders.  If any  Lender  shall,  by
exercising any right of set-off or counterclaim or otherwise,  obtain payment in
respect of any principal of or interest on any of its Syndicated Loans resulting
in such Lender receiving payment of a greater proportion of the aggregate amount
of its  Syndicated  Loans  and  accrued  interest  thereon  then  due  than  the
proportion  received by any other Lender, then the Lender receiving such greater
proportion  shall  purchase  (for  cash at  face  value)  participations  in the
Syndicated Loans of other Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders  ratably in accordance with the
aggregate  amount of  principal  of and  accrued  interest  on their  respective
Syndicated Loans; provided that (i) if any such participations are purchased and
all or any  portion  of the  payment  giving  rise  thereto is  recovered,  such
participations  shall be rescinded and the purchase price restored to the extent
of such recovery,  without  interest,  and (ii) the provisions of this paragraph
shall not be construed to apply to any payment made by either Borrower  pursuant
to and in  accordance  with the express  terms of this  Agreement or any payment
obtained  by a  Lender  as  consideration  for  the  assignment  of or sale of a
participation in any of its Loans to any assignee or participant,  other than to
either  Borrower  or any  Subsidiary  or  Affiliate  thereof  (as to  which  the
provisions  of this  paragraph  shall  apply).  Each  Borrower  consents  to the
foregoing and agrees,  to the extent it may  effectively do so under  applicable
law,  that any  Lender  acquiring  a  participation  pursuant  to the  foregoing
arrangements   may  exercise   against  such  Borrower  rights  of  set-off  and
counterclaim with respect to such  participation as fully as if such Lender were
a direct creditor of such Borrower in the amount of such participation.

            (e) Presumptions of Payment.  Unless the Administrative  Agent shall
have received  notice from the relevant  Borrower prior to the date on which any
payment is due to the Administrative  Agent for account of the Lenders hereunder
that such  Borrower  will not make such payment,  the  Administrative  Agent may
assume  that such  Borrower  has made such  payment  on such date in  accordance
herewith and may, in reliance  upon such  assumption,  distribute to the Lenders
the  amount  due.  In such  event,  if such  Borrower  has not in fact made such
payment,   then  each  of  the  Lenders   severally   agrees  to  repay  to  the
Administrative  Agent  forthwith  on demand  the amount so  distributed  to such
Lender with  interest  thereon,  for each day from and  including  the date such
amount  is  distributed  to it to but  excluding  the  date  of  payment  to the
Administrative Agent, at the Federal Funds Effective Rate.

            (f) Certain  Deductions by the  Administrative  Agent. If any Lender
shall fail to make any  payment  required  to be made by it  pursuant to Section
2.05(b)  or  2.16(e),  then the  Administrative  Agent  may,  in its  discretion
(notwithstanding  any contrary provision  hereof),  apply any amounts thereafter
received by the Administrative  Agent for account of such Lender to satisfy such
Lender's obligations under such Sections until all such unsatisfied  obligations
are fully paid.

            SECTION 2.17.  Mitigation Obligations; Replacement of Lenders.
                           ----------------------------------------------

            (a)  Designation  of a  Different  Lending  Office.  If  any  Lender
requests  compensation  under Section 2.13, or if either Borrower is required to
pay any  additional  amount to any  Lender  or any  Governmental  Authority  for
account of any Lender  pursuant  to Section  2.15,  then such  Lender  shall use
reasonable  efforts to  designate  a  different  lending  office for  funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -36-


another of its  offices,  branches or  affiliates,  if, in the  judgment of such
Lender,  such  designation or assignment  (i) would  eliminate or reduce amounts
payable  pursuant to Section 2.13 or 2.15, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender.  Each Borrower hereby agrees to
pay all reasonable costs and expenses  incurred by any Lender in connection with
any such designation or assignment.

            (b)  Replacement  of Lenders.  If any Lender  requests  compensation
under  Section  2.13,  or if either  Borrower is required to pay any  additional
amount to any Lender or any  Governmental  Authority  for  account of any Lender
pursuant to Section  2.15, or if any Lender  defaults in its  obligation to fund
Loans  hereunder,  then such Borrower may, at its sole expense and effort,  upon
notice to such  Lender and the  Administrative  Agent,  require  such  Lender to
assign and delegate,  without  recourse (in  accordance  with and subject to the
restrictions  contained  in  Section  9.04),  all  its  interests,   rights  and
obligations  under this Agreement (other than any outstanding  Competitive Loans
held by it) to an assignee that shall assume such  obligations  (which  assignee
may be another Lender, if a Lender accepts such  assignment);  provided that (i)
such  Borrower   shall  have   received  the  prior   written   consent  of  the
Administrative  Agent,  which consent shall not  unreasonably be withheld,  (ii)
such Lender shall have  received  payment of an amount equal to the  outstanding
principal of its Loans (other than Competitive Loans), accrued interest thereon,
accrued fees and all other amounts  payable to it  hereunder,  from the assignee
(to the extent of such  outstanding  principal and accrued interest and fees) or
the relevant  Borrower (in the case of all other  amounts) and (iii) in the case
of any such  assignment  resulting from a claim for  compensation  under Section
2.13 or payments  required to be made pursuant to Section 2.15,  such assignment
will result in a reduction in such compensation or payments.  A Lender shall not
be required to make any such  assignment and delegation if, prior thereto,  as a
result of a waiver by such Lender or otherwise,  the circumstances entitling the
relevant Borrower to require such assignment and delegation cease to apply.

            SECTION 2.18.  Extension of Commitment Termination Date.
                           ----------------------------------------

            (a) The Borrowers may, by notice to the Administrative  Agent (which
shall  promptly  notify the Lenders) not later than 45 days and not earlier than
60 days prior to the Commitment  Termination  Date then in effect hereunder (the
"Existing  Commitment  Termination  Date"),  request that the Lenders extend the
Commitment  Termination  Date  for an  additional  364 days  from  the  Existing
Commitment Termination Date. Each Lender, acting in its sole discretion,  shall,
by notice to the Borrowers and the  Administrative  Agent given not earlier than
45 days prior to the Existing  Commitment  Termination  Date, but not later than
the date  (herein,  the  "Consent  Date") that is 30 days prior to the  Existing
Commitment  Termination  Date (except  that, if such date is not a Business Day,
such notice  shall be given on the next  succeeding  Business  Day),  advise the
Borrowers and the Administrative Agent whether or not such Lender agrees to such
extension;  provided  that,  if such Lender  gives notice of its consent to such
extension  prior to the Consent Date, such Lender may revoke such consent at any
time  prior to the  Consent  Date by  giving  notice of such  revocation  to the
Borrowers and the  Administrative  Agent;  and provided further that each Lender
that determines not to extend the Commitment  Termination Date (a "Non-Extending
Lender") shall notify the Administrative  Agent (which

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -37-


shall notify the Lenders)
of such fact promptly after such  determination  (but in any event no later than
the Consent Date) and any Lender that does not advise the Borrowers on or before
the Consent Date shall be deemed to be a Non-Extending  Lender.  The election of
any Lender to agree to such extension  shall not obligate any other Lender to so
agree.

            (b) If (and only if) the  total of the  Commitments  of the  Lenders
that have agreed so to extend the Commitment  Termination Date shall be at least
51% of the aggregate  amount of the Commitments in effect  immediately  prior to
the Consent Date,  the Borrowers  shall have the right on or before the Existing
Commitment  Termination  Date to replace each  Non-Extending  Lender  with,  and
otherwise add to this  Agreement,  one or more other lenders  (which may include
any  Lender,  each  prior  to  the  Existing  Commitment   Termination  Date  an
"Additional  Commitment  Lender") with the approval of the Administrative  Agent
(which approval shall not be unreasonably  withheld),  each of which  Additional
Commitment  Lenders  shall have entered into an agreement in form and  substance
satisfactory  to the Borrowers and the  Administrative  Agent  pursuant to which
such Additional Commitment Lender shall, effective as of the Existing Commitment
Termination Date, undertake a Commitment (and, if any such Additional Commitment
Lender is already a Lender, its Commitment shall be in addition to such Lender's
Commitment hereunder on such date).

            (c) If (and only if) the  total of the  Commitments  of the  Lenders
that have agreed so to extend the Commitment  Termination Date shall be at least
51% of the aggregate  amount of the Commitments in effect  immediately  prior to
the Consent  Date,  then,  effective as of the Existing  Commitment  Termination
Date,  the Existing  Commitment  Termination  Date shall be extended to the date
falling 364 days after the Existing Commitment Termination Date (except that, if
such date is not a Business Day, such Commitment Termination Date as so extended
shall be the next preceding Business Day) and each Additional  Commitment Lender
shall thereupon become a "Lender" for all purposes of this Agreement.

            Notwithstanding  the  foregoing,   the  extension  of  the  Existing
Commitment  Termination  Date shall not be effective  with respect to any Lender
unless:

            (i) no Default  shall have occurred and be continuing on each of the
      date of the notice  requesting such extension,  on the Consent Date and on
      the Existing Commitment Termination Date;

            (ii)  each  of  the  representations  and  warranties  made  by  the
      Borrowers in Article 3 hereof shall be true and complete on and as of each
      of the date of the notice requesting such extension,  the Consent Date and
      the Existing Commitment Termination Date with the same force and effect as
      if made on and as of such date (or, if any such representation or warranty
      is expressly  stated to have been made as of a specific  date,  as of such
      specific date); and

            (iii)  subject to Section  2.08(b)(ii),  each  Non-Extending  Lender
      shall have been paid in full by the  Borrowers  all amounts  owing to such
      Lender hereunder on or before the Existing Commitment Termination Date.



                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -38-


Even if the Existing Commitment  Termination Date is extended as aforesaid,  the
Commitment  of  each  Non-Extending  Lender  shall  terminate  on  the  Existing
Commitment Termination Date.

            SECTION 2.19.  Illegality.  Notwithstanding  any other  provision of
this  Agreement,  in the event  that it becomes  unlawful  for any Lender or its
applicable lending office to honor its obligation to make or maintain Eurodollar
Loans hereunder to either Borrower,  then such Lender shall promptly notify such
Borrower thereof (with a copy to the Administrative Agent) and (i) such Lender's
obligation  to such  Borrower to make or  continue,  or to convert  Loans of any
other Type into,  Syndicated Eurodollar Loans shall be suspended until such time
as such Lender may again make and maintain  Syndicated  Eurodollar Loans to such
Borrower  (in  which  case  the  provisions  of  Section  2.19  hereof  shall be
applicable),  (ii)  such  Lender  shall  no  longer  be  obligated  to make  any
Competitive  Eurodollar  Loan to such  Borrower  that it has offered to make and
(iii) upon  written  notice to such  Borrower by such Lender (with a copy to the
Administrative  Agent), each outstanding  Eurodollar Loan of such Lender to such
Borrower shall be automatically converted into an ABR Loan on the date specified
by such Lender in such notice.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

            Each Borrower represents and warrants to the Lenders that:

            SECTION 3.01.  Organization;  Powers.  Each of such Borrower and its
Subsidiaries  (except  Non-Material  Subsidiaries)  is duly  organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
organization,  has all requisite power and authority to carry on its business as
now conducted  and,  except where the failure to do so,  individually  or in the
aggregate,  could not  reasonably  be expected  to result in a Material  Adverse
Effect,  is  qualified  to do business  in, and is in good  standing  in,  every
jurisdiction where such qualification is required.

            SECTION 3.02.  Authorization;  Enforceability.  The Transactions are
within such  Borrower's  corporate  powers and have been duly  authorized by all
necessary corporate and, if required,  by all necessary shareholder action. This
Agreement has been duly executed and delivered by such Borrower and  constitutes
a  legal,  valid  and  binding  obligation  of  such  Borrower,  enforceable  in
accordance with its terms,  except as such  enforceability may be limited by (a)
bankruptcy,  insolvency,  reorganization,  moratorium or similar laws of general
applicability  affecting  the  enforcement  of  creditors'  rights  and  (b) the
application  of  general  principles  of  equity  (regardless  of  whether  such
enforceability is considered in a proceeding in equity or at law).

            SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
with  respect to such  Borrower  (a) do not require any consent or approval  of,
registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect,  (b)
will not violate any  applicable  law or regulation  or the charter,  by-laws or
other  organizational  documents of such Borrower or any of its  Subsidiaries or
any order of any  Governmental  Authority,  (c) will not  violate or result in a
default under any  indenture,  agreement or other  instrument  binding upon such
Borrower  or any of  its  Subsidiaries

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -39-



or  assets,  or  give  rise  to a  right
thereunder  to require any payment to be made by any such  Person,  and (d) will
not  result  in the  creation  or  imposition  of any Lien on any  asset of such
Borrower or any of its Subsidiaries.

            SECTION 3.04.  Financial Condition; No Material Adverse Change.
                           -----------------------------------------------

            (a) Financial  Condition.  Such Borrower has heretofore furnished to
the  Lenders  its   consolidated   balance  sheet  and   statements  of  income,
stockholders'  equity  and cash  flows (i) as of and for the  fiscal  year ended
December  31,  1999,  reported on by Deloitte & Touche LLP,  independent  public
accountants for WAMU and Finance,  and (ii) as of and for the fiscal quarter and
the  portion of the fiscal  year ended  June 30,  2000,  certified  by the chief
financial officer of such Borrower. Such financial statements present fairly, in
all material respects, the financial position and results of operations and cash
flows  of such  Borrower  and its  Subsidiaries  as of such  dates  and for such
periods in accordance with GAAP,  subject to year-end audit  adjustments and the
absence of footnotes in the case of the statements referred to in clause (ii) of
the first sentence of this paragraph.

            (b) No Material  Adverse Change.  From December 31, 1999 to the date
of this  Agreement,  there has been no material  adverse change in the business,
assets,  operations,  prospects or condition,  financial or  otherwise,  of such
Borrower and its Subsidiaries, taken as a whole.

            SECTION 3.05.  Properties.  Such Borrower and its  Subsidiaries  has
good  title to,  or valid  leasehold  interests  in,  all its real and  personal
property  material to its  business,  except to the extent that  failure to have
such title could not reasonably be expected to have a Material Adverse Effect.

            SECTION 3.06.  Litigation and Environmental Matters.
                           ------------------------------------

            (a) Actions,  Suits and Proceedings.  There are no actions, suits or
proceedings  by or before any arbitrator or  Governmental  Authority now pending
against or, to the knowledge of such Borrower,  threatened  against or affecting
such Borrower or any of its  Subsidiaries  (i) as to which there is a reasonable
likelihood of an adverse determination and that, if adversely determined,  could
reasonably  be  expected,  individually  or in the  aggregate,  to  result  in a
Material Adverse Effect (other than the Disclosed  Matters) or (ii) that involve
this Agreement or the Transactions.

            (b)  Environmental  Matters.  Except for the  Disclosed  Matters and
except with respect to any other matters that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect, neither
such  Borrower  nor any of its  Subsidiaries  (i) has failed to comply  with any
Environmental Law or to obtain,  maintain or comply with any permit,  license or
other approval required under any Environmental  Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental  Liability or (iv) knows of any basis for any Environmental
Liability.

            SECTION 3.07. Compliance with Laws and Agreements. Such Borrower and
its  Subsidiaries is in compliance with all laws,  regulations and orders of any
Governmental

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -40-

Authority  applicable  to it or its property  and all  indentures,
agreements and other instruments  binding upon it or its property,  except where
the failure to do so, individually or in the aggregate,  could not reasonably be
expected to result in a Material Adverse Effect.  No Default has occurred and is
continuing.

            SECTION 3.08.  Investment and Holding Company  Status.  Neither such
Borrower nor any of its  Subsidiaries is (a) an "investment  company" as defined
in, or subject to regulation under, the Investment  Company Act of 1940 or (b) a
"holding  company" as defined  in, or subject to  regulation  under,  the Public
Utility Holding Company Act of 1935.

            SECTION 3.09.  Taxes.  Such Borrower and its Subsidiaries has timely
filed or caused to be filed all Tax returns  and  reports  required to have been
filed and has paid or caused to be paid all Taxes  required to have been paid by
it,  except (a) Taxes  that are being  contested  in good  faith by  appropriate
proceedings  and for which  such  Person  has set  aside on its  books  adequate
reserves or (b) to the extent that the failure to do so could not  reasonably be
expected to result in a Material Adverse Effect.

            SECTION  3.10.  ERISA.  No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a  Material  Adverse  Effect.  The  present  value of all  accumulated
benefit  obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial  Accounting  Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed the fair
market  value of the assets of such Plan,  and there were no  underfunded  Plans
(based on the assumptions used for purposes of Statement of Financial Accounting
Standards  No. 87) as of the date of the most  recent  financial  statements  in
which such underfunded Plans would be reflected.

            SECTION 3.11. Disclosure. Such Borrower has disclosed to the Lenders
all agreements,  instruments and corporate or other  restrictions to which it or
any of its  Subsidiaries  is subject,  and all other  matters known to it, that,
individually  or in the aggregate,  could  reasonably be expected to result in a
Material   Adverse   Effect.   None  of  the  reports,   financial   statements,
certificates,  schedules or other information  furnished by or on behalf of such
Borrower to the Lender in connection  with the  negotiation of this Agreement or
delivered  hereunder  (as  modified  or  supplemented  by other  information  so
furnished)  contains  any  material  misstatement  of fact or omits to state any
material  fact  necessary to make the  statements  therein,  in the light of the
circumstances  under which they were made, not  misleading;  provided that, with
respect to projected financial  information,  such Borrower represents only that
such information was prepared in good faith based upon  assumptions  believed to
be reasonable at the time.

            SECTION  3.12.  USE OF CREDIT.  Neither such 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, whether immediate,  incidental
or ultimate, of buying or carrying Margin Stock in violation of Regulations T, U
or X of the Board,  and no part of the  proceeds of any Loan  hereunder  will be
used to buy or carry any Margin Stock in violation of  Regulations  T, U or X of
the Board.

                            364-DAY CREDIT AGREEMENT
<PAGE>

                                      -41-

            SECTION 3.13.  MATERIAL AGREEMENTS AND LIENS.


            (a)  MATERIAL  AGREEMENTS.  Part A of Schedule II is a complete  and
correct  list of each credit  agreement,  loan  agreement,  indenture,  purchase
agreement,  guarantee,  letter of credit or other  arrangement  providing for or
otherwise relating to any Indebtedness or any extension of credit (or commitment
for any  extension of credit) to, or guarantee  by, such  Borrower or any of its
Subsidiaries   (excluding  this  Agreement,   the  Existing  Credit   Agreement,
Repurchase Arrangements, deposits, annuities or Federal funds transactions, each
entered into by such Borrower or any of its  Subsidiaries in the ordinary course
of its business,  Hedging  Agreements  or borrowings  from the Federal Home Loan
Bank and any  commercial  paper or medium term note program of such  Borrower or
any of its Subsidiaries), outstanding on the date hereof the aggregate principal
or face amount of which equals or exceeds (or may equal or exceed)  $10,000,000,
and the  aggregate  principal  or face  amount  outstanding  or that may  become
outstanding  under each such  arrangement  is  correctly  described in Part A of
Schedule II.

            (b) LIENS.  Part B of Schedule II is a complete  and correct list of
each Lien securing  Indebtedness  of any Person  outstanding  on the date hereof
(excluding  Repurchase  Arrangements,   deposits,  annuities  or  Federal  funds
transactions,  each entered into by such Borrower or any of its  Subsidiaries in
the ordinary course of its Business,  and Hedging  Agreements or borrowings from
the  Federal  Home Loan Bank) the  aggregate  principal  or face amount of which
equals or exceeds (or may equal or exceed) $10,000,000 and covering any property
of either Borrower or any of their Subsidiaries,  and the aggregate Indebtedness
secured (or that may be secured) by each such Lien and the  property  covered by
each such Lien is correctly described in Part B of Schedule II.

            SECTION 3.14.  SUBSIDIARIES.


            (a)  Subsidiaries.  Set forth in Part A of  Schedule V is a complete
and correct list of all of the Subsidiaries of such Borrower as of July 1, 2000,
together with, for each such Subsidiary, (i) the jurisdiction of organization of
such Subsidiary, (ii) each Person holding ownership interests in such Subsidiary
and (iii) the nature of the ownership interests held by each such Person and the
percentage  of  ownership  of such  Subsidiary  represented  by  such  ownership
interests.  Except as disclosed  in Part A of Schedule V, (x) such  Borrower and
its Subsidiaries  owns, free and clear of Liens, and has the unencumbered  right
to vote, all outstanding  ownership interests in each Person shown to be held by
it in Part A of Schedule V, (y) all of the issued and outstanding  capital stock
of each such Person organized as a corporation is validly issued, fully paid and
nonassessable  and (z) there are no  outstanding  Equity  Rights with respect to
such Person.

            (b) Restrictions on  Subsidiaries.  None of the Subsidiaries of such
Borrower is, on the date hereof, subject to any indenture, agreement, instrument
or other arrangement of the type described in Section 6.03.

                                   ARTICLE IV
                                   CONDITIONS


                            364 DAY CREDIT AGREEMENT


<PAGE>
                                  -42-



            SECTION 4.01.  EFFECTIVE DATE. This Agreement (and the amendment and
restatement of the Existing  Credit  Agreement to be effected  hereby),  and the
obligations of the Lenders to make Loans  hereunder,  shall not become effective
until the date on which the Administrative Agent shall have received each of the
following  documents,  each of which shall be satisfactory to the Administrative
Agent (and to the extent  specified below, to each Lender) in form and substance
(or such condition shall have been waived in accordance with Section 9.02):

            (a)  EXECUTED  COUNTERPARTS.  From each  party  hereto  either (i) a
      counterpart  of this  Agreement  signed on  behalf  of such  party or (ii)
      written  evidence  satisfactory  to the  Administrative  Agent  (which may
      include  telecopy   transmission  of  a  signed  signature  page  to  this
      Agreement) that such party has signed a counterpart of this Agreement.

            (b) Opinion of Counsel to the Borrowers. A favorable written opinion
      (addressed  to the  Administrative  Agent  and the  Lenders  and dated the
      Effective  Date) of Heller Ehrman White & McAuliffe  LLP,  counsel for the
      Borrowers, substantially in the form of Exhibit B, and covering such other
      matters  relating to the Borrowers,  this Agreement or the Transactions as
      the Required  Lenders shall  reasonably  request (and the Borrowers hereby
      instruct  such  counsel to deliver  such  opinion to the  Lenders  and the
      Administrative Agent).

            (c) Opinion of Special New York Counsel to Chase. An opinion,  dated
      the Effective Date, of Milbank,  Tweed,  Hadley & McCloy LLP,  special New
      York counsel to Chase,  substantially  in the form of Exhibit C (and Chase
      hereby instructs such counsel to deliver such opinion to the Lenders).

            (d) Corporate  Documents.  Such  documents and  certificates  as the
      Administrative Agent or its counsel may reasonably request relating to the
      organization,   existence  and  good  standing  of  each   Borrower,   the
      authorization  of the Transactions and any other legal matters relating to
      the  Borrowers,  this  Agreement  or the  Transactions,  all in  form  and
      substance satisfactory to the Administrative Agent and its counsel.

            (e) Officer's Certificate.  A certificate,  dated the Effective Date
      and signed by the President,  a Vice  President or a Financial  Officer of
      each Borrower,  confirming compliance with the conditions set forth in the
      lettered clauses of the first sentence of Section 4.02.

            (f)  Other Documents.  Such other documents as the Administrative
                 ---------------
      Agent or any Lender or special New York counsel to Chase may reasonably
      request.

            The  obligation of any Lender to make its initial Loan  hereunder is
also subject to the payment by the Borrowers of such fees as the Borrowers shall
have  agreed to pay to any  Lender or the  Administrative  Agent or Chase in its
capacity as lead Arranger in connection herewith,  including the reasonable fees
and expenses of Milbank,  Tweed, Hadley & McCloy LLP special New York counsel to
Chase, in connection with the negotiation,  preparation,  execution and delivery
of this  Agreement and the Loans  hereunder (to the extent that  statements  for
such fees and expenses have been delivered to the Borrowers).

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -43-


            The Administrative  Agent shall notify the Borrowers and the Lenders
of the  Effective  Date,  and such  notice  shall  be  conclusive  and  binding.
Notwithstanding  the  foregoing,  the  obligations  of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing  conditions is
satisfied  (or waived  pursuant to Section  9.02) on or prior to 3:00 p.m.,  New
York City time, on August 10, 2000 (and, in the event such conditions are not so
satisfied or waived, the Commitments shall terminate at such time).

            SECTION 4.02.  Each Credit Event.  The obligation of each Lender
                           -----------------
to make a Loan to the relevant Borrower on the occasion of any Borrowing is
subject to the satisfaction of the following conditions:

            (a) the representations and warranties of such Borrower set forth in
      this  Agreement  (except,  in the  case of any  Borrowing  that  does  not
      increase the outstanding  aggregate  principal  amount of the Loans of any
      Lender, the  representations  and warranties in Sections 3.06(a),  3.06(b)
      and  3.10)  shall  be  true  and  correct  on and as of the  date  of such
      Borrowing (or, if any such  representation or warranty is expressly stated
      to have been made as of a specific date, as of such specific date); and

            (b) at the  time of and  immediately  after  giving  effect  to such
      Borrowing, no Default shall have occurred and be continuing.

Each Borrowing  shall be deemed to constitute a  representation  and warranty by
the  relevant  Borrower on the date  thereof as to the matters  specified in the
preceding sentence.

                                    ARTICLE V
                              AFFIRMATIVE COVENANTS

            Until  the  Commitments  have  expired  or been  terminated  and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, each Borrower covenants and agrees with the Lenders that:

            SECTION  5.01.  Financial  Statements  and Other  Information.  Such
Borrower will furnish to the Administrative Agent and each Lender (provided that
only WAMU shall  furnish  the  reports  referred  to in  paragraphs  (f) and (g)
below):

            (a)  within  105  days  after  the end of each  fiscal  year of such
      Borrower, the audited consolidated balance sheet and related statements of
      operations,  stockholders'  equity and cash flows of such Borrower and its
      Subsidiaries  as of the end of and for such  year,  setting  forth in each
      case in  comparative  form the figures for the previous  fiscal year,  all
      reported  on  by  Deloitte  &  Touche  LLP  or  other  independent  public
      accountants of recognized  national standing (without a "going concern" or
      like qualification or exception and without any qualification or exception
      as to the  scope of such  audit)  to the  effect  that  such  consolidated
      financial statements present fairly in all material respects the financial
      condition and results of operations of such Borrower and its  Subsidiaries
      on a consolidated basis in accordance with GAAP consistently applied and a
      statement  of  such   accountants  to  the  effect  that,  in  making  the
      examination  necessary for their opinion,  nothing came to their attention
      that caused them to believe that such Borrower was not in

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -44-
      compliance  with
      Section 6.04 hereof, insofar as such Section relates to accounting matters
      (it being understood that delivery to the Lender of such Borrower's Report
      on Form 10-K  filed with the SEC shall  satisfy  the  financial  statement
      requirements of this Section  5.01(a) so long as the information  required
      to be contained in such Report is substantially  the same as that required
      under this Section 5.01(a));

            (b) within 75 days after the end of each of the first  three  fiscal
      quarters of each fiscal year of such Borrower,  the  consolidated  balance
      sheet and related statements of operations,  stockholders' equity and cash
      flows of such Borrower and its  Subsidiaries as of the end of and for such
      fiscal  quarter and the then elapsed  portion of the fiscal year,  setting
      forth in each case in comparative form the figures for (or, in the case of
      the balance sheet, as of the end of) the  corresponding  period or periods
      of the previous fiscal year, all certified by a Financial  Officer of such
      Borrower as  presenting  fairly in all  material  respects  the  financial
      condition and results of operations of such Borrower and its  Subsidiaries
      on a  consolidated  basis in accordance  with GAAP  consistently  applied,
      subject to normal year-end audit  adjustments and the absence of footnotes
      (it being understood that delivery to the Lender of such Borrower's Report
      on Form 10-Q  filed with the SEC shall  satisfy  the  financial  statement
      requirements of this Section  5.01(b) so long as the information  required
      to be contained in such Report is substantially  the same as that required
      under this Section 5.01(b));

            (c)  concurrently  with any delivery of financial  statements  under
      clause (a) or (b) of this Section, a certificate of a Financial Officer of
      such Borrower (i)  certifying as to whether a Default has occurred and, if
      a Default has  occurred,  specifying  the  details  thereof and any action
      taken or proposed to be taken with respect  thereto,  (ii)  setting  forth
      reasonably  detailed  calculations  demonstrating  compliance with Section
      6.04, and (iii) stating  whether any change in GAAP or in the  application
      thereof has occurred  since the date of the audited  financial  statements
      referred  to in  Section  3.04  and,  if any  such  change  has  occurred,
      specifying  the  effect  of  such  change  on  the  financial   statements
      accompanying such certificate;

            (d)  concurrently  with any delivery of financial  statements  under
      clause (a) of this Section,  a  certificate  of the  accounting  firm that
      reported  on such  financial  statements  stating  whether  they  obtained
      knowledge  during  the  course  of  their  examination  of such  financial
      statements of any Default (which  certificate may be limited to the extent
      required by accounting rules or guidelines);

            (e) promptly after the same become publicly available, copies of all
      periodic and other reports,  proxy statements and other materials filed by
      such  Borrower  or any of its  Subsidiaries  with  the  SEC,  or with  any
      national  securities  exchange  or the  Office of Thrift  Supervision,  or
      distributed by such Borrower to its  shareholders  generally,  as the case
      may be;

            (f) promptly upon their becoming available,  and in any event within
      90 days after the end of each fiscal  quarter of each fiscal year of WAMU,
      the  "Reports  of  Condition  and  Income"  (report  no.  H(b)-11,  or any
      successor form thereto) of WAMU,  all such

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -45-

      reports  prepared in accordance
      with regulatory  accounting principles prescribed by the Federal Financial
      Institutions Examination Council;

            (g) promptly upon their becoming available,  and in any event within
      75 days after the end of each fiscal  quarter of each fiscal year of WAMU,
      the  Statements of Condition  and  Operations,  including  all  supporting
      schedules  (Office of Thrift  Supervision Form 1313, or any successor form
      thereto) for Washington  Mutual Bank, FA, all such statements  prepared in
      accordance with Office of Thrift Supervision instructions; and

            (h) promptly following any request therefor,  such other information
      regarding the operations, business affairs and financial condition of such
      Borrower or any of its Subsidiaries,  or compliance with the terms of this
      Agreement,  as the  Administrative  Agent  or any  Lender  may  reasonably
      request.

            SECTION 5.02.  Notices of Material Events.  Each Borrower will
                           --------------------------
furnish to the Administrative Agent and each Lender prompt written notice of
the following:

            (a)  the occurrence of any Default;

            (b) the filing or commencement of any action,  suit or proceeding by
      or before any arbitrator or  Governmental  Authority  against or affecting
      such  Borrower or any of its  Affiliates  that,  if adversely  determined,
      could reasonably be expected to result in a Material Adverse Effect;

            (c) the  occurrence of any ERISA Event that,  alone or together with
      any other ERISA Events that have occurred, could reasonably be expected to
      result in liability of such Borrower and its  Subsidiaries in an aggregate
      amount exceeding $35,000,000;

            (d) the assertion of any environmental matter by any Person against,
      or  with  respect  to  the  activities  of,  such  Borrower  or any of its
      Subsidiaries  and any  alleged  violation  of or  non-compliance  with any
      Environmental Laws or any permits, licenses or authorizations,  other than
      any   environmental   matter  or  alleged  violation  that,  if  adversely
      determined,  would not (either  individually  or in the aggregate)  have a
      Material Adverse Effect; and

            (e) any other  development  that results in, or could  reasonably be
      expected to result in, a Material Adverse Effect.

Each notice  delivered under this Section shall be accompanied by a statement of
a Financial  Officer or other executive  officer of such Borrower  setting forth
the  details of the event or  development  requiring  such notice and any action
taken or proposed to be taken with respect thereto.

            SECTION 5.03.  Existence;  Conduct of Business.  Each Borrower will,
and will  cause each of its  Subsidiaries  to, do or cause to be done all things
necessary  to  preserve,  renew  and keep in full  force  and  effect  its legal
existence and the rights, licenses,  permits, privileges

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -46-


and franchises material
to the conduct of its business;  provided that the foregoing  shall not prohibit
(a) any merger,  consolidation,  liquidation,  dissolution or other  transaction
permitted  under  Section  6.02  and  (b)  any  Subsidiary  that  is not a Major
Subsidiary of such Borrower  from entering into any merger or  consolidation  or
amalgamation or from liquidating, winding up or dissolving, itself (or suffering
any  liquidation  or  dissolution)  or  prohibit  a  disposition  by or of  such
Subsidiary.

            SECTION 5.04.  Payment of Obligations.  Each Borrower will, and will
cause  each  of  its  Subsidiaries  to,  pay  its  obligations,   including  Tax
liabilities, that, if not paid, could result in a Material Adverse Effect before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings,  (b)
such Borrower or such  Subsidiary has set aside on its books  adequate  reserves
with respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest  could not  reasonably  be expected to result in a Material
Adverse Effect.

            SECTION 5.05.  Maintenance of Properties;  Insurance.  Each Borrower
will,  and will cause each of its  Subsidiaries  to, (a) keep and  maintain  all
property  material to the  conduct of its  business  in good  working  order and
condition,  ordinary wear and tear excepted, and (b) maintain,  with financially
sound and reputable insurance  companies,  insurance in such amounts and against
such risks as are  customarily  maintained  by companies  engaged in the same or
similar businesses operating in the same or similar locations.

            SECTION 5.06. Books and Records;  Inspection  Rights.  Each Borrower
will,  and will cause each of its  Subsidiaries  to, keep proper books of record
and account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. Each Borrower will, and
will cause each of its Subsidiaries to, permit any representatives designated by
the Administrative  Agent or any Lender,  upon reasonable prior notice, to visit
and inspect its  properties,  to examine  and make  extracts  from its books and
records,  and to discuss its affairs,  finances and condition  with its officers
and  independent  accountants,  all at such  reasonable  times  and as  often as
reasonably requested.

            SECTION 5.07.  Compliance  with Laws.  Each Borrower  will, and will
cause each of its Subsidiaries to, comply with all laws, rules,  regulations and
orders of any Governmental  Authority  applicable to it or its property,  except
where  the  failure  to do so,  individually  or in  the  aggregate,  could  not
reasonably be expected to result in a Material Adverse Effect.

            SECTION 5.08.  Use of Proceeds.  Each Borrower will use the proceeds
of the Loans  hereunder  (after  giving  effect to the  extension and renewal of
Indebtedness  outstanding under the Existing Credit Agreement as contemplated by
Section 2.02(e)) solely for general  corporate  purposes,  including  commercial
paper  back-up,  in the  ordinary  course of business  (in  compliance  with all
applicable legal and regulatory  requirements,  including,  without  limitation,
Regulations  U and X and  the  Securities  Act of  1933,  as  amended,  and  the
Securities  Exchange Act of 1934, as amended,  and the regulations  thereunder);
provided that, without the consent of each Lender, such Borrower may not use the
proceeds  of any of the Loans  hereunder  to finance or  refinance,  directly or
indirectly,  an Acquisition  of any Person (or the  acquisition of (i) more than
50% of the publicly traded stock (of any class) of any Person or (ii) any of the
publicly

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -47-
 traded stock (of any class) of any Person after such Borrower or any of
its  Subsidiaries  shall have been  required  to file a  Schedule  13D under the
Securities Exchange Act of 1934, as amended,  with respect to such stock) unless
such Acquisition (or acquisition) has been approved by the board of directors of
such Person or officers  thereof duly authorized to do so; provided further that
neither the Administrative Agent nor any Lender shall have any responsibility as
to the use of any of such proceeds.

                                   ARTICLE VI
                               NEGATIVE COVENANTS

            Until the  Commitments  have expired or terminated and the principal
of and  interest on each Loan and all fees payable  hereunder  have been paid in
full, each Borrower covenants and agrees with the Lenders that:

            SECTION  6.01.  Liens.  Such  Borrower  will not,  nor  (where  such
Borrower is Finance) will it permit any of its Subsidiaries  (other than Insured
Subsidiaries)  to,  create,  incur,  assume  or  permit to exist any Lien on any
property or asset now owned or hereafter acquired by it except:

            (a)  Permitted Encumbrances;

            (b)  any Lien on any property or asset of such Borrower or any of
      its Subsidiaries existing on the date hereof and set forth in Part B of
      Schedule II;

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

            (d)  Liens on fixed  or  capital  assets  acquired,  constructed  or
      improved by such  Borrower or any of its  Subsidiaries;  provided that (i)
      such security interests and the Indebtedness  secured thereby are incurred
      prior to or within 90 days after such  acquisition  or the  completion  of
      such  construction or improvement,  (ii) the Indebtedness  secured thereby
      does not exceed 80% of the cost of  acquiring,  constructing  or improving
      such fixed or capital assets and (iii) such security  interests  shall not
      apply to any  other  property  or assets  of such  Borrower  or any of its
      Subsidiaries;

            (e)  Liens arising out of Repurchase Arrangements;

            (f)  Liens arising out of or securing Hedging Agreements;

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -48-


            (g)  Liens arising out of Asset Securitizations and not involving
      all, or substantially all, of the assets of the respective transferor;

            (h)  Liens  in favor of WAMU  and its  Subsidiaries  (other  than by
      Finance  or  any  of  its   Subsidiaries)   arising  in  connection   with
      intercompany transactions between WAMU and any of such Subsidiaries;

            (i)  Liens in favor of Finance and its Subsidiaries arising in
      connection with intercompany transactions between Finance and any of
      such Subsidiaries;

            (j) Liens  involving  the pledge by WAMU of any  interest in capital
      stock of, or other  ownership  interest in, any  Subsidiary of WAMU (other
      than a Major Subsidiary or Finance);

            (k) Liens  involving the pledge of any interest in a debt instrument
      made to WAMU by any Subsidiary of WAMU (other than a Major Subsidiary);

            (l) Liens  involving  the pledge of  property  of WAMU or any of its
      Subsidiaries  (other than by Finance or any of its Subsidiaries)  securing
      Indebtedness  in an  aggregate  principal  amount not  exceeding 2% of the
      Tangible Net Worth of WAMU; and

            (m) Liens  involving the pledge of property of Finance or any of its
      Subsidiaries  securing  Indebtedness in an aggregate  principal amount not
      exceeding 5% of the Tangible Net Worth of Finance.

            SECTION 6.02.  Fundamental Changes.
                           -------------------

            (a) Mergers, Consolidations,  Disposal of Assets, Etc. Such Borrower
will not,  nor will it permit any of its Major  Subsidiaries  to,  merge into or
consolidate  with any other Person,  or permit any other Person to merge into or
consolidate with it, or sell,  transfer,  lease or otherwise  dispose of (in one
transaction  or in a series of  transactions)  all or  substantially  all of its
assets,  or all or substantially all of the stock of any of its Subsidiaries (in
each case, whether now owned or hereafter  acquired),  or liquidate or dissolve,
except that, if at the time thereof and immediately  after giving effect thereto
no Default shall have occurred and be continuing  (i) any Major  Subsidiary  may
merge into WAMU in a  transaction  in which WAMU is the  surviving  corporation,
(ii) any Major Subsidiary may merge into any Subsidiary of WAMU in a transaction
in which the surviving  entity is a wholly owned  Subsidiary of WAMU,  (iii) any
Major Subsidiary may sell, transfer, lease or otherwise dispose of its assets to
WAMU or to another  wholly owned  Subsidiary of WAMU,  (iv) such Borrower or any
Major Subsidiary of such Borrower may merge or consolidate with any other Person
if (x) in the case of a merger or consolidation of such Borrower,  such Borrower
is the surviving  corporation and, in any other case, the surviving  corporation
is,  after  giving  effect  to such  merger  or  consolidation,  a wholly  owned
Subsidiary of such Borrower and (y) after giving effect thereto no Default would
exist  hereunder  and (v) any  Subsidiary  of either  Borrower may  liquidate or
dissolve if the relevant Borrower determines in good faith that such liquidation
or  dissolution  is in the best interests of such Borrower and is not materially
disadvantageous  to the  Lenders;  provided  that if any  such

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -49-
merger  shall be
between a Subsidiary  and a wholly owned  Subsidiary of such Borrower , then the
wholly owned Subsidiary shall be the continuing or surviving corporation.

            (b) Lines of Business.  Such  Borrower  will not, nor will it permit
any of its  Subsidiaries  to,  engage to any  substantial  extent in any line or
lines of business activity other than (i) the business of owning and operating a
depository institution (as defined in 12 U.S.C. ss.1813(c)),  a consumer finance
company,  a  mortgage  company,  an  insurance  company,  a  trust  company,  an
investment advisor or a securities broker-dealer, (ii) the business of providing
other  financial  services  or (iii) any  business  that may be  engaged in by a
Washington state chartered savings bank (as defined in RCW 32.04.020), a Federal
savings  association  (as  defined in 12 U.S.C.  ss.1462(5))  or a bank  holding
company (as defined in 12 U.S.C. ss.1841(a)) or a Subsidiary of any of them.

            SECTION 6.03.  Certain  Restrictions on Subsidiaries.  Such Borrower
will not permit any of its  Subsidiaries  to enter into,  after the date hereof,
any indenture,  agreement,  instrument or other  arrangement  that,  directly or
indirectly,  prohibits  or  restrains,  or has  the  effect  of  prohibiting  or
restraining,  or imposes  materially  adverse conditions upon, the incurrence or
payment of  Indebtedness,  the granting of Liens,  the declaration or payment of
dividends, the making of loans, advances, guarantees or Investments or the sale,
assignment,  transfer or other disposition of property if the effect of any such
indenture,  agreement,  instrument  or other  arrangement  could  reasonably  be
expected to result in a Material Adverse Effect.

            SECTION 6.04.  Certain Financial Covenants.
                           ---------------------------

            (a)  WAMU.
                 ----

            (i) Double Leverage Ratio.  WAMU will not permit the Double
                ---------------------
      Leverage Ratio to exceed 1:30 to 1:00 at any time.

            (ii) Tangible Net Worth. WAMU will not permit its Tangible Net Worth
      at any time to be less than the sum of (x) $6,160,000,000  plus (y) 40% of
      the net income of WAMU and its Subsidiaries  (determined on a consolidated
      basis without  duplication  in accordance  with GAAP and for which purpose
      any net loss shall be deemed to be a net  income of zero) for each  fiscal
      quarter of WAMU ending  after June 30, 2000 plus (z) 40% of the  aggregate
      net proceeds  received by WAMU from the issuance by WAMU after the date of
      this Agreement of shares of its capital stock

            (iii)   Maximum   Non-Performing   Assets.   WAMU  will  not  permit
      Non-Performing  Assets  at any  time  to  constitute  more  than  4.5%  of
      Consolidated Assets at such time.

            (b) Finance.
                -------

            (i)  Tangible  Net Worth.  Finance  will not permit its Tangible Net
      Worth at any time to be less than the sum of (x) $300,000,000 plus (y) 40%
      of the net  income  of  Finance  and  its  Subsidiaries  (determined  on a
      consolidated  basis without  duplication  in accordance  with GAAP and for
      which purpose any net loss shall be deemed to be a net income of zero) for
      each fiscal quarter of Finance ending after June 30, 2000.

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -50-

            (ii) Senior Debt Ratio. Finance will not permit the ratio of (x) the
      aggregate   principal  amount  of  all  Senior  Indebtedness  (other  than
      Indebtedness  owing  among  Finance  and  its  Consolidated  Subsidiaries)
      outstanding  at any time to (y) its  Tangible Net Worth at such time to be
      greater than 10.0 to 1.0.

            (iii)  Permissible   Indebtedness.   Finance  will  not  permit  the
      aggregate  amount  of all  Indebtedness  (other  than  Indebtedness  among
      Finance and its Consolidated Subsidiaries) outstanding at any time owed by
      its Consolidated  Subsidiaries (other than Insured Subsidiaries) to exceed
      15% of the aggregate amount of all Indebtedness  (other than  Indebtedness
      owing among Finance and its Consolidated Subsidiaries) then outstanding of
      Finance   and  its   Consolidated   Subsidiaries   (other   than   Insured
      Subsidiaries).

            SECTION 6.05. Insured Subsidiary Capital.  Such Borrower will at all
times  ensure  that  none of its  Insured  Subsidiaries  is  "undercapitalized",
"significantly  undercapitalized" or "critically  undercapitalized" for purposes
of 12 U.S.C. ss.1831o, as amended, re-enacted or redesignated from time to time;
and such Borrower and its Insured  Subsidiaries  will at all times maintain such
amount  of  capital  as may be  prescribed  by all  applicable  Bank  Regulatory
Authorities, whether by guideline, regulation, agreement or order.

            SECTION 6.06. Payment of Dividends. Such Borrower will not, and will
not permit any of its Subsidiaries to, declare or make, or agree to pay or make,
directly or  indirectly,  any  Restricted  Payment;  provided  that  Finance may
declare and pay  dividends  with respect to its capital stock if, at the time of
declaration  and payment  thereof and after giving effect  thereto,  no Event of
Default shall have occurred and be continuing.

                                   ARTICLE VII
                                EVENTS OF DEFAULT

            If any of the following events ("Events of Default") shall occur:

            (a) either Borrower shall fail to pay any principal of any Loan when
      and as the same  shall  become  due and  payable,  whether at the due date
      thereof or at a date fixed for prepayment thereof or otherwise;

            (b) either  Borrower  shall fail to pay any  interest on any Loan or
      any fee or any other  amount  (other than an amount  referred to in clause
      (a) of this Article)  payable under this  Agreement,  when and as the same
      shall become due and payable,  and such failure shall continue  unremedied
      for a period of three or more Business Days;

            (c) any  representation  or  warranty  made or deemed  made by or on
      behalf of either Borrower or any of their Subsidiaries in or in connection
      with this  Agreement or any amendment or  modification  hereof,  or in any
      report,  certificate,  financial  statement  or other  document  furnished
      pursuant to or in  connection  with this  Agreement  or any

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -51-
      amendment  or
      modification  hereof,  shall prove to have been  incorrect in any material
      respect when made or deemed made;

            (d) either  Borrower  shall fail to observe or perform any covenant,
      condition or agreement contained in Section 5.02(a), 5.03 (with respect to
      the  Borrower's  existence),  5.08 or in  Article VI (other  than  Section
      6.02(b));

            (e) either  Borrower  shall fail to observe or perform any covenant,
      condition  or  agreement  contained  in this  Agreement  (other than those
      specified  in clause (a),  (b) or (d) of this  Article)  and such  failure
      shall  continue  unremedied  for a period of 30 or more days after  notice
      thereof from the Administrative Agent (given at the request of any Lender)
      to such Borrower;

            (f) either Borrower or any of their  Subsidiaries shall fail to make
      any payment (whether of principal or interest and regardless of amount) in
      respect of any  Material  Indebtedness,  when and as the same shall become
      due and payable;

            (g) any event or  condition  occurs  that  results  in any  Material
      Indebtedness  becoming due prior to its scheduled maturity or that enables
      or  permits  (with or without  the giving of notice,  the lapse of time or
      both) the holder or holders of any Material Indebtedness or any trustee or
      agent on its or their behalf to cause any Material  Indebtedness to become
      due, or to require the  prepayment,  repurchase,  redemption or defeasance
      thereof,  prior to its scheduled  maturity;  provided that this clause (g)
      shall not apply to secured  Indebtedness  that  becomes due as a result of
      the  voluntary  sale or transfer of the property or assets  securing  such
      Indebtedness;

            (h) an involuntary  proceeding  shall be commenced or an involuntary
      petition shall be filed seeking (i) liquidation,  reorganization  or other
      relief in respect of either Borrower or any of their  Subsidiaries  (other
      than Non-Material  Subsidiaries) or its debts, or of a substantial part of
      its assets,  under any Federal,  state or foreign bankruptcy,  insolvency,
      receivership  or  similar  law now or  hereafter  in  effect  or (ii)  the
      appointment of a receiver, trustee, custodian,  sequestrator,  conservator
      or similar  official  for  either  Borrower  or any of their  Subsidiaries
      (other than  Non-Material  Subsidiaries)  or for a substantial part of its
      assets,  and, in any such case, such proceeding or petition shall continue
      undismissed  for a  period  of 60 or  more  days  or an  order  or  decree
      approving or ordering any of the foregoing shall be entered;

            (i)  either  Borrower  or  any of  their  Subsidiaries  (other  than
      Non-Material  Subsidiaries) shall (i) voluntarily  commence any proceeding
      or file any petition seeking  liquidation,  reorganization or other relief
      under any Federal, state or foreign bankruptcy,  insolvency,  receivership
      or similar law now or hereafter in effect, (ii) consent to the institution
      of, or fail to contest in a timely and appropriate  manner, any proceeding
      or petition  described in clause (h) of this  Article,  (iii) apply for or
      consent  to  the   appointment   of  a   receiver,   trustee,   custodian,
      sequestrator,  conservator or similar official for such Borrower or any of
      its  Subsidiaries   (other  than  Non-Material   Subsidiaries)  or  for  a
      substantial part of its assets, (iv) file an answer admitting the material
      allegations  of a petition  filed against it in any such  proceeding,  (v)
      make a general  assignment  for the

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -52-

      benefit of  creditors or (vi) take any
      action for the purpose of effecting any of the foregoing;

            (j)  either  Borrower  or  any of  their  Subsidiaries  (other  than
      Non-Material  Subsidiaries)  shall  become  unable,  admit in writing  its
      inability or fail generally to pay its debts as they become due;

            (k) one or more  judgments  for the payment of money in an aggregate
      amount in excess of  $40,000,000  (exclusive  of  judgment  amounts  fully
      covered by insurance  where the insurer has admitted  liability in respect
      of such judgment) or $120,000,000 (regardless of insurance coverage) shall
      be rendered  against either  Borrower or any of their  Subsidiaries or any
      combination thereof and the same shall remain undischarged for a period of
      30  consecutive  days  during  which  execution  shall not be  effectively
      stayed,  or any action  shall be legally  taken by a judgment  creditor to
      attach  or levy  upon  any  assets  of  either  Borrower  or any of  their
      Subsidiaries to enforce any such judgment;

            (l) an ERISA Event shall have  occurred  that, in the opinion of the
      Required  Lenders,  when taken  together  with all other ERISA Events that
      have  occurred,  could  reasonably  be  expected  to result in a  Material
      Adverse Effect;

            (m)  a Change in Control shall occur;

            (n)  WAMU  or  any of  its  Subsidiaries  and  any  Bank  Regulatory
      Authority shall enter into any supervisory agreement, consent order or any
      agreement (in writing or otherwise)  affecting in any material respect the
      management,  business,  properties,  condition (financial or otherwise) or
      operations,  present or prospective, of WAMU and its Subsidiaries taken as
      a whole; or any Bank  Regulatory  Authority shall issue a cease and desist
      order to or in respect of WAMU or any of its Subsidiaries;

            (o) any Insured  Subsidiary shall cease accepting deposits or making
      commercial  loans  on the  instruction  of any  Federal,  state  or  other
      regulatory  body  with  authority  to give  such  instruction  other  than
      pursuant to an instruction  generally  applicable to banks organized under
      the jurisdiction of organization of such Insured Subsidiary;

            (p) (i) any Bank  Regulatory  Authority  shall  notify  any  Insured
      Subsidiary  that  such  Insured  Subsidiary's  capital  stock  has  become
      impaired;  (ii) any of Washington Mutual Bank,  Washington Mutual Bank fsb
      or Washington Mutual Bank, FA shall, cease to be an insured bank under the
      Federal Deposit  Insurance Act, as amended,  and the rules and regulations
      promulgated  thereunder;  or (iii)  any  Insured  Subsidiary  (other  than
      Washington  Mutual Bank,  Washington  Mutual Bank fsb or Washington Mutual
      Bank,  FA) shall  pursuant to an order of any Bank  Regulatory  Authority,
      cease to be an insured bank under the Federal  Deposit  Insurance  Act, as
      amended, and the rules and regulations  promulgated  thereunder;  provided
      however, in the case of (ii) and (iii) that the event is not the result of
      a transaction permitted under Section 6.02(a) or Section 5.03;

            (q) any Insured  Subsidiary  shall be  required  (whether or not the
      time  allowed  by  the  appropriate  Bank  Regulatory  Authority  for  the
      submission  of such  plan has been

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -53-

      established  or  elapsed)  to submit a
      capital   restoration   plan  of  the  type   referred  to  in  12  U.S.C.
      ss.1831o(b)(2)(C),  as amended,  re-enacted or  redesignated  from time to
      time; or

            (r) WAMU shall  Guarantee in writing  (voluntarily or otherwise) the
      capital of any Insured  Subsidiary  as part of or in  connection  with any
      agreement or arrangement with any Bank Regulatory Authority;

then,  and in every such event (other than an event with respect to the relevant
Borrower  described  in  clause  (h) or (i) of this  Article),  and at any  time
thereafter during the continuance of such event, the  Administrative  Agent may,
and at the request of the Required  Lenders  shall,  by notice to such Borrower,
take either or both of the following  actions,  at the same or different  times:
(i)  terminate the  Commitments  available to such  Borrower,  and thereupon the
Commitments  available to such Borrower shall  terminate  immediately,  and (ii)
declare the Loans to such  Borrower  then  outstanding  to be due and payable in
whole (or in part,  in which case any  principal  not so  declared to be due and
payable may  thereafter  be declared to be due and  payable),  and thereupon the
principal of the Loans so declared to be due and payable,  together with accrued
interest  thereon and all fees and other  obligations  of such Borrower  accrued
hereunder,  shall  become  due and  payable  immediately,  without  presentment,
demand,  protest or other notice of any kind,  all of which are hereby waived by
such Borrower;  and in case of any event with respect to such Borrower described
in clause (h) or (i) of this Article, the Commitments available to such Borrower
shall  automatically  terminate  and the principal of the Loans to such Borrower
then outstanding,  together with accrued interest thereon and all fees and other
obligations of such Borrower accrued hereunder,  shall automatically  become due
and payable,  without presentment,  demand, protest or other notice of any kind,
all of which are hereby waived by such Borrower.

                                  ARTICLE VIII
                                     AGENTS

            SECTION 8.01 Administrative Agent.

            (a)  Subject  to  Section  8.01(f),   each  of  the  Lenders  hereby
irrevocably  appoints the  Administrative  Agent as its agent and authorizes the
Administrative  Agent to take such  actions on its behalf and to  exercise  such
powers  as are  delegated  to the  Administrative  Agent  by the  terms  hereof,
together with such actions and powers as are reasonably incidental thereto.

            (b) The Person serving as the  Administrative  Agent hereunder shall
have the same rights and powers in its  capacity as a Lender as any other Lender
and may exercise the same as though it were not the  Administrative  Agent,  and
such  Person and its  Affiliates  may accept  deposits  from,  lend money to and
generally  engage in any kind of business with the Borrowers or any Subsidiaries
or  other  Affiliates  thereof  as if  it  were  not  the  Administrative  Agent
hereunder.

            (c)  The   Administrative   Agent  shall  not  have  any  duties  or
obligations  except  those  expressly  set forth  herein.  Without  limiting the
generality of the foregoing,  (a) the Administrative  Agent shall not be subject
to any  fiduciary or other implied  duties,  regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -54-

any duty
to take any discretionary  action or exercise any discretionary  powers,  except
discretionary   rights  and  powers  expressly   contemplated  hereby  that  the
Administrative Agent is required to exercise in writing by the Required Lenders,
and (c) except as expressly set forth herein, the Administrative Agent shall not
have any duty to disclose,  and shall not be liable for the failure to disclose,
any  information   relating  to  the  Borrowers  or  any  of  their   respective
Subsidiaries  that  is  communicated  to or  obtained  by the  bank  serving  as
Administrative   Agent  or  any  of  its   Affiliates  in  any   capacity.   The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required  Lenders or in the absence of
its own gross negligence or willful misconduct.  The Administrative  Agent shall
be deemed not to have  knowledge of any Default  unless and until written notice
thereof is given to the Administrative  Agent by a Borrower or a Lender, and the
Administrative  Agent shall not be responsible for or have any duty to ascertain
or inquire  into (i) any  statement,  warranty or  representation  made in or in
connection with this Agreement, (ii) the contents of any certificate,  report or
other  document  delivered  hereunder  or  in  connection  herewith,  (iii)  the
performance or observance of any of the covenants,  agreements or other terms or
conditions set forth herein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other agreement, instrument or document, or
(v) the  satisfaction  of any  condition  set forth in Article  IV or  elsewhere
herein,  other  than to  confirm  receipt  of  items  expressly  required  to be
delivered to the Administrative Agent.

            (d) The  Administrative  Agent shall be  entitled to rely upon,  and
shall  not  incur  any  liability  for  relying  upon,   any  notice,   request,
certificate,  consent, statement, instrument, document or other writing believed
by it to be genuine  and to have been signed or sent by the proper  Person.  The
Administrative  Agent also may rely upon any  statement  made to it orally or by
telephone and  reasonably  believed by it to be made by the proper  Person,  and
shall not incur any liability for relying thereon.  The Administrative Agent may
consult  with legal  counsel  (who may be counsel for a  Borrower),  independent
accountants  and other  experts  selected by it, and shall not be liable for any
action  taken or not  taken by it in  accordance  with  the  advice  of any such
counsel, accountants or experts.

            (e) The Administrative  Agent may perform any and all its duties and
exercise  its  rights  and  powers  by or  through  any one or  more  sub-agents
appointed by the  Administrative  Agent. The  Administrative  Agent and any such
sub-agent  may perform any and all its duties and exercise its rights and powers
through their  respective  Related  Parties.  The exculpatory  provisions of the
preceding  paragraphs  shall  apply to any  such  sub-agent  and to the  Related
Parties of the Administrative  Agent and any such sub-agent,  and shall apply to
their  respective  activities in connection  with the  syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

            (f) The Administrative Agent may resign at any time by notifying the
Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall
have the right, in consultation with the Borrowers,  to appoint a successor.  If
no successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives  notice  of its  resignation,  then the  retiring  Administrative  Agent's
resignation   shall   nonetheless   become   effective   and  (1)  the  retiring
Administrative  Agent  shall be  discharged  from  its  duties  and  obligations
hereunder  and  (2)  the  Required  Lenders  shall  perform  the  duties  of the
Administrative  Agent (and all payments and

                            364-DAY CREDIT AGREEMENT

<PAGE>
                                      -55-



communications  provided to be made
by, to or through the  Administrative  Agent shall instead be made by or to each
Lender  directly)  until such time as the Required  Lenders  appoint a successor
agent as  provided  for  above in this  paragraph.  Upon the  acceptance  of its
appointment as  Administrative  Agent  hereunder by a successor,  such successor
shall succeed to and become vested with all the rights,  powers,  privileges and
duties of the  retiring  (or  retired)  Administrative  Agent  and the  retiring
Administrative  Agent  shall be  discharged  from  its  duties  and  obligations
hereunder  (if not  already  discharged  therefrom  as  provided  above  in this
paragraph).  The fees  payable by the  Borrowers  to a successor  Administrative
Agent shall be the same as those  payable to its  predecessor  unless  otherwise
agreed  between  the  Borrowers  and such  successor.  After the  Administrative
Agent's resignation  hereunder,  the provisions of this Article and Section 9.03
shall  continue  in effect for its  benefit in respect of any  actions  taken or
omitted to be taken by it while it was acting as Administrative Agent.

            (g) Each Lender acknowledges that it has,  independently and without
reliance  upon the  Administrative  Agent or any other  Lender and based on such
documents  and  information  as it has deemed  appropriate,  made its own credit
analysis  and  decision  to  enter  into  this   Agreement.   Each  Lender  also
acknowledges  that  it  will,   independently  and  without  reliance  upon  the
Administrative  Agent  or any  other  Lender  and  based on such  documents  and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.

            SECTION 8.02 Syndication Agents. The Syndication Agents named on the
cover  page  of this  Agreement,  in  their  capacity  as  such,  shall  have no
obligation,  responsibility  or  required  performance  hereunder  and shall not
become liable in any manner to any party hereto.  No party hereto shall have any
obligation or liability,  or owe any performance,  hereunder, to the Syndication
Agents in their capacity as such.

                                   ARTICLE IX
                                  MISCELLANEOUS

            SECTION  9.01.  Notices.  Except  in the case of  notices  and other
communications  expressly  permitted to be given by  telephone,  all notices and
other  communications  provided  for  herein  shall be in  writing  and shall be
delivered  by  hand  or  overnight  courier  service,  mailed  by  certified  or
registered mail or sent by telecopy, as follows:

            (a)  if to WAMU, to it at 1201 3rd Avenue, Seattle, Washington
      98101, Attention of Marangal I. Domingo (Telecopy No.(206) 554-4954;
      Telephone No. (206) 461-8956);

            (b)  if to Finance, to WAMU at the address specified in (a) above
      and to Finance at 8900 Grand Oak Circle, Tampa, Florida 33637,
      Attention of Phil Goodeve (Telecopy No. (813) 632-4582; Telephone No.
      (813) 632-4586);

            (c)  if to the Administrative Agent, to The Chase Manhattan Bank,
      1 Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention
      of Loan and Agency Services Group (Telecopy No. (212) 552-5658;
      Telephone No. (212) 552-7500), with a copy to The Chase Manhattan Bank,
      270 Park Avenue, New York, New York 10017,

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -56-

      Attention of Christine
      Herrick (Telecopy No. (212) 270-1789; Telephone No. (212) 270-9747); and

            (d)  if to a Lender, to it at its address (or telecopy number)
      set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications  hereunder by notice to the other parties hereto (or, in the case
of  any  such  change  by  a  Lender,   by  notice  to  the  Borrowers  and  the
Administrative  Agent). All notices and other  communications given to any party
hereto in accordance  with the provisions of this  Agreement  shall be deemed to
have been given on the date of receipt.

            SECTION 9.02.  Waivers; Amendments.
                           -------------------

            (a) No Deemed Waivers;  Remedies Cumulative.  No failure or delay by
the  Administrative  Agent  or any  Lender  in  exercising  any  right  or power
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise of any such right or power,  or any  abandonment or  discontinuance  of
steps to enforce such a right or power,  preclude any other or further  exercise
thereof or the exercise of any other right or power.  The rights and remedies of
the  Administrative  Agent and the Lenders  hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any  provision of this  Agreement or consent to any  departure by the  Borrowers
therefrom shall in any event be effective  unless the same shall be permitted by
paragraph  (b) of this  Section,  and  then  such  waiver  or  consent  shall be
effective  only in the  specific  instance  and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be  construed  as  a  waiver  of  any   Default,   regardless   of  whether  the
Administrative  Agent or any  Lender may have had  notice or  knowledge  of such
Default at the time.

            (b) Amendments.  Neither this Agreement nor any provision hereof may
be waived,  amended or modified except pursuant to an agreement or agreements in
writing  entered  into by the  Borrowers  and  the  Required  Lenders  or by the
Borrowers and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement  shall (i) increase the Commitment of any Lender
without the written consent of each Lender,  (ii) reduce the principal amount of
any Loan or reduce the rate of  interest  thereon,  or reduce  any fees  payable
hereunder,  without the  written  consent of each  Lender,  (iii)  postpone  the
scheduled  date of payment of the principal  amount of any Loan, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse
any  such  payment,  or  postpone  the  scheduled  date  of  expiration  of  any
Commitment, without the written consent of each Lender, (iv) alter the manner in
which payments or prepayments of principal,  interest or other amounts hereunder
shall be applied as among the Lenders or Types or Classes of Loans,  without the
written  consent of each  Lender,  or (v) change any of the  provisions  of this
Section or the definition of the term "Required  Lenders" or any other provision
hereof  specifying the number or percentage of Lenders required to waive,  amend
or modify any rights  hereunder or make any  determination  or grant any consent
hereunder, without the written consent of each Lender; and provided further that
no such agreement shall amend,  modify or otherwise  affect the rights or duties
of the  Administrative  Agent hereunder without the prior written consent of the
Administrative Agent.


                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -57-
            SECTION 9.03.  Expenses; Indemnity; Damage Waiver.
                           ----------------------------------

            (a) Costs and Expenses.  The Borrowers  shall pay (i) all reasonable
out-of-pocket  expenses incurred by the Administrative Agent and its Affiliates,
including the  reasonable  fees,  charges and  disbursements  of counsel for the
Administrative   Agent,  in  connection  with  the  syndication  of  the  credit
facilities  provided for herein,  the  preparation  and  administration  of this
Agreement or any amendments,  modifications or waivers of the provisions  hereof
(whether  or not the  transactions  contemplated  hereby  or  thereby  shall  be
consummated) and (ii) all out-of-pocket  expenses incurred by the Administrative
Agent or any  Lender,  including  the fees,  charges  and  disbursements  of any
counsel for the  Administrative  Agent,  or any Lender,  in connection  with the
enforcement  or  protection  of its rights in  connection  with this  Agreement,
including  its rights under this Section,  or in connection  with the Loans made
hereunder,   including  in  connection  with  any  workout,   restructuring   or
negotiations in respect thereof.

            (b)  Indemnification  by the Borrowers.  The Borrowers,  jointly and
severally,  shall indemnify the  Administrative  Agent and each Lender, and each
Related Party of any of the foregoing  Persons (each such Person being called an
"Indemnitee")  against,  and to hold each Indemnitee  harmless from, any and all
losses, claims, damages,  liabilities and related expenses,  including the fees,
charges and  disbursements  of any counsel  for any  Indemnitee,  incurred by or
asserted  against any  Indemnitee  arising out of, in  connection  with, or as a
result of (i) the  execution or delivery of this  Agreement or any  agreement or
instrument  contemplated  hereby, the performance by the parties hereto of their
respective  obligations hereunder or the consummation of the Transactions or any
other transactions contemplated hereby, (ii) any Loan or the use of the proceeds
therefrom,  (iii)  any  actual or  alleged  presence  or  release  of  Hazardous
Materials on or from any property owned or operated by either Borrower or any of
their Subsidiaries,  or any Environmental Liability related in any way to either
Borrower or any of their Subsidiaries,  or (iv) any actual or prospective claim,
litigation,  investigation  or  proceeding  relating  to any  of the  foregoing,
whether  based on contract,  tort or any other theory and  regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee,  be available to the extent that such losses,  claims,  damages,
liabilities or related  expenses  resulting from the gross  negligence or wilful
misconduct of such Indemnitee.

            (c) Reimbursement by Lenders.  To the extent that the Borrowers fail
to pay any amount required to be paid by them to the Administrative  Agent under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent such Lender's Applicable  Percentage  (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount;  provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent in its capacity as such.

            (d) Waiver of Consequential Damages, Etc. To the extent permitted by
applicable law, neither Borrower shall assert,  and each Borrower hereby waives,
any claim  against any  Indemnitee,  on any theory of  liability,  for  special,
indirect,  consequential  or  punitive  damages  (as opposed to direct or actual
damages)  arising out of, in connection  with, or as a result of, this Agreement
or any agreement or instrument  contemplated hereby, the Transactions,  any Loan
or the use of the proceeds thereof.


                            364-DAY CREDIT AGREEMENT

<PAGE>
                                      -58-

            (e)  Payments.  All amounts due under this Section  shall be payable
not later than ten days after written demand therefor.


            SECTION 9.04.  Successors and Assigns.
                           ----------------------

            (a) Assignments Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors  and assigns  permitted  hereby,  except that the  Borrowers  may not
assign or  otherwise  transfer  any of their  respective  rights or  obligations
hereunder  without the prior  written  consent of each Lender (and any attempted
assignment or transfer by either Borrower without such consent shall be null and
void).  Nothing in this Agreement,  expressed or implied,  shall be construed to
confer  upon  any  Person  (other  than the  parties  hereto,  their  respective
successors  and  assigns   permitted   hereby  and,  to  the  extent   expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

            (b)  Assignments  by  Lenders.  Any Lender may assign to one or more
assignees all or a portion of its rights and  obligations  under this  Agreement
(including all or a portion of its Commitment and the Loans at the time owing to
it);  provided  that (i) except in the case of an  assignment  to a Lender or an
Affiliate  of a Lender,  each of the relevant  Borrower  and the  Administrative
Agent must give their prior written  consent to such  assignment  (which consent
shall not be unreasonably withheld), (ii) except in the case of an assignment to
a Lender or an Affiliate of a Lender or an  assignment  of the entire  remaining
amount of the assigning Lender's Commitment, the amount of the Commitment of the
assigning Lender subject to each such assignment  (determined as of the date the
Assignment  and Acceptance  with respect to such  assignment is delivered to the
Administrative  Agent)  shall not be less  than  $5,000,000  unless  each of the
relevant Borrower and the  Administrative  Agent otherwise  consent,  (iii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement,  except that
this  clause  (iii)  shall  not  apply  to  rights  in  respect  of  outstanding
Competitive Loans, (iv) the parties to each assignment shall execute and deliver
to the  Administrative  Agent an  Assignment  and  Acceptance,  together  with a
processing and recordation fee of $3,000, and (v) the assignee,  if it shall not
be a  Lender,  shall  deliver  to the  Administrative  Agent  an  Administrative
Questionnaire;  provided  further  that any  consent  of the  relevant  Borrower
otherwise  required  under this  paragraph  shall not be required if an Event of
Default  under  clause  (h),  (i) or (j) of  Article  VII  has  occurred  and is
continuing.  Upon  acceptance  and  recording  pursuant to paragraph (d) of this
Section,  from and after the effective  date  specified in each  Assignment  and
Acceptance,  the assignee  thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Acceptance,  have the rights and
obligations  of  a  Lender  under  this  Agreement,  and  the  assigning  Lender
thereunder  shall, to the extent of the interest assigned by such Assignment and
Acceptance,  be released from its obligations  under this Agreement (and, in the
case of an Assignment  and  Acceptance  covering all of the  assigning  Lender's
rights and  obligations  under this  Agreement,  such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.13,
2.14,  2.15 and  9.03).  Any  assignment  or  transfer  by a Lender of rights or
obligations  under this Agreement that does not comply with this paragraph shall
be  treated  for  purposes  of this  Agreement  as a sale by  such  Lender  of a
participation in such rights and obligations in accordance with paragraph (e) of
this Section.

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -59-
            (c)  Maintenance  of  Register  by  the  Administrative  Agent.  The
Administrative  Agent,  acting for this  purpose  as an agent of the  Borrowers,
shall maintain at one of its offices in New York City a copy of each  Assignment
and Acceptance  delivered to it and a register for the  recordation of the names
and addresses of the Lenders, and the Commitment of, and principal amount of the
Loans owing to, each Lender  pursuant to the terms hereof from time to time (the
"Register"). The entries in the Register shall be conclusive, and the Borrowers,
the  Administrative  Agent and the Lenders  may treat each Person  whose name is
recorded in the Register  pursuant to the terms hereof as a Lender hereunder for
all purposes of this  Agreement,  notwithstanding  notice to the  contrary.  The
Register shall be available for  inspection by the Borrowers and any Lender,  at
any reasonable time and from time to time upon reasonable prior notice.

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

            (e)  Participations.  Any Lender  may,  without  the  consent of the
Borrowers or the Administrative  Agent, sell participations to one or more banks
or other entities (a  "Participant") in all or a portion of such Lender's rights
and  obligations  under  this  Agreement  (including  all  or a  portion  of its
Commitment  and the  Loans  owing  to  it);  provided  that  (i)  such  Lender's
obligations under this Agreement shall remain unchanged,  (ii) such Lender shall
remain solely  responsible  to the other parties  hereto for the  performance of
such obligations and (iii) the Borrowers, the Administrative Agent and the other
Lenders  shall  continue  to deal  solely  and  directly  with  such  Lender  in
connection with such Lender's rights and obligations  under this Agreement.  Any
agreement or  instrument  pursuant to which a Lender sells such a  participation
shall  provide  that such  Lender  shall  retain the sole right to enforce  this
Agreement and to approve any amendment,  modification or waiver of any provision
of this  Agreement;  provided that such agreement or instrument may provide that
such Lender  will not,  without  the  consent of the  Participant,  agree to any
amendment,  modification  or waiver  described  in the first  proviso to Section
9.02(b) that affects such Participant. Subject to paragraph (f) of this Section,
each Borrower agrees that each Participant  shall be entitled to the benefits of
Sections  2.13,  2.14 and 2.15 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.

            (f) Limitations on Rights of Participants.  A Participant  shall not
be entitled to receive any greater  payment  under Section 2.13 or 2.15 than the
applicable  Lender  would  have been  entitled  to receive  with  respect to the
participation sold to such Participant,  unless the sale of the participation to
such Participant is made with the relevant  Borrower's prior written consent.  A
Participant  that  would be a Foreign  Lender  if it were a Lender  shall not be
entitled  to the  benefits  of Section  2.15  unless the  relevant  Borrower  is
notified of the  participation  sold to such  Participant  and such  Participant
agrees,  for the benefit of such  Borrower,  to comply with  Section  2.15(e) as
though it were a Lender.

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -60-
            (g) Certain  Pledges.  Any Lender may at any time pledge or assign a
security  interest in all or any portion of its rights  under this  Agreement to
secure obligations of such Lender,  including any such pledge or assignment to a
Federal  Reserve  Bank,  and this Section  shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such assignee for such Lender as a party hereto.

            (h) No Assignments to the Borrowers or Affiliates.  Anything in this
Section to the contrary notwithstanding, no Lender may assign or participate any
interest  in any Loan  held by it  hereunder  to either  Borrower  or any of its
respective Affiliates or Subsidiaries without the prior consent of each Lender.

            (i)  Special  Purpose  Vehicles.  Notwithstanding  anything  to  the
contrary  contained  herein,  any Lender (a  "Granting  Lender")  may grant to a
special purpose funding vehicle (an "SPC") of such Granting  Lender,  identified
as  such  in  writing  from  time  to  time  by  the  Granting   Lender  to  the
Administrative Agent and the Borrowers, the option to provide all or any part of
any Loan that  such  Granting  Lender  would  otherwise  be  obligated  to make;
provided that (i) nothing herein shall  constitute a commitment to make any Loan
by any SPC, (ii) if an SPC elects not to exercise such option or otherwise fails
to provide all or any part of such Loan,  the  Granting  Lender  shall make such
Loan pursuant to the terms hereof, and (iii) the rights of any such SPC shall be
derivative of the rights of the Granting  Lender,  and such SPC shall be subject
to all of the restrictions upon the Granting Lender herein  contained.  Each SPC
shall be  conclusively  presumed  to have made  arrangements  with its  Granting
Lender for the exercise of voting and other  rights  hereunder in a manner which
is  acceptable  to the  SPC,  the  Administrative  Agent,  the  Lenders  and the
Borrowers,  and each of the Administrative  Agent, the Lenders and the Borrowers
shall be entitled to rely upon and deal  solely  with the  Granting  Lender with
respect  to Loans  made by or  through  its SPC.  The making of a Loan by an SPC
hereunder  shall  utilize  the  Commitment  of the  Granting  Lender to the same
extent, and as if, such Loan were made by the Granting Lender. Each party hereto
hereby agrees (which  agreement shall survive the termination of this Agreement)
that,  prior to the date that is one year and one day after the  payment in full
of all  outstanding  senior  indebtedness  of any  SPC,  it will  not  institute
against,  or join any  other  person  in  instituting  against,  such  SPC,  any
bankruptcy,  reorganization,  arrangement, insolvency or liquidation proceedings
or similar proceedings under the laws of the United States or any State thereof,
in respect of claims arising out of this  Agreement;  provided that the Granting
Lender for each SPC hereby  agrees to  indemnify,  save and hold  harmless  each
other party hereto for any loss,  cost,  damage and expense arising out of their
inability  to  institute  any such  proceeding  against  its SPC.  In  addition,
notwithstanding  anything to the contrary contained in this Section 9.04(i), any
SPC may (i) with the prior  written  consent of the  relevant  Borrower  and the
Administrative  Agent (which  consents shall not be  unreasonably  withheld) but
without  paying  any  processing  fee  therefor,  assign all or a portion of its
interests in any Loans to its Granting  Lender or to any financial  institutions
providing  liquidity and/or credit  facilities to or for the account of such SPC
to fund the Loans made by such SPC or to support the  securities (if any) issued
by such SPC to fund such Loans (but nothing  contained herein shall be construed
in derogation of the obligation of the Granting Lender to make Loans hereunder);
provided  that neither the consent of the SPC or of any such  assignee  shall be
required for  amendments  or waivers  hereunder  except for those  amendments or
waivers for which the consent of  participants

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -61-
is required  under Section 9.02,
and (ii)  disclose  on a  confidential  basis (in the same manner  described  in
Section  9.12) any  non-public  information  relating to its Loans to any rating
agency,  commercial paper dealer or provider of a surety, guarantee or credit or
liquidity enhancement to such SPC.


            SECTION 9.05. Survival. All covenants,  agreements,  representations
and warranties  made by the Borrowers  herein and in the  certificates  or other
instruments  delivered in connection with or pursuant to this Agreement shall be
considered  to have been  relied  upon by the  other  parties  hereto  and shall
survive  the  execution  and  delivery of this  Agreement  and the making of any
Loans,  regardless of any  investigation  made by any such other party or on its
behalf and notwithstanding  that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect  representation  or warranty
at the time any credit is extended  hereunder,  and shall continue in full force
and effect as long as the  principal  of or any accrued  interest on any Loan or
any fee or any other amount  payable  under this  Agreement is  outstanding  and
unpaid  and so long as the  Commitments  have not  expired  or  terminated.  The
provisions of Sections 2.13,  2.14, 2.15 and 9.03 and Article VIII shall survive
and  remain in full  force and  effect  regardless  of the  consummation  of the
transactions  contemplated hereby, the repayment of the Loans, the expiration or
termination  of the  Commitments  or the  termination  of this  Agreement or any
provision hereof.

            SECTION  9.06.  Counterparts;   Integration;   Effectiveness.   This
Agreement may be executed in  counterparts  (and by different  parties hereto on
different counterparts),  each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any   separate   letter   agreements   with  respect  to  fees  payable  to  the
Administrative  Agent  constitute  the  entire  contract  between  and among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings,  oral or written,  relating to the subject matter
hereof.  Except as  provided  in  Section  4.01,  this  Agreement  shall  become
effective when it shall have been executed by the Administrative  Agent and when
the  Administrative  Agent shall have received  counterparts  hereof which, when
taken  together,  bear the signatures of each of the other parties  hereto,  and
thereafter  shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page to this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

            SECTION 9.07. Severability.  Any provision of this Agreement held to
be invalid,  illegal or  unenforceable  in any  jurisdiction  shall,  as to such
jurisdiction,  be  ineffective to the extent of such  invalidity,  illegality or
unenforceability without affecting the validity,  legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a  particular  jurisdiction  shall not  invalidate  such  provision in any other
jurisdiction.

            SECTION  9.08.  Right of Setoff.  If an Event of Default  shall have
occurred and be  continuing,  each Lender is hereby  authorized  at any time and
from time to time, to the fullest extent  permitted by law, to set off and apply
any and all deposits (general or special, time or demand,  provisional or final)
at any time held and other  indebtedness  at any time owing by such Lender to or
for the credit or the account of the  relevant  Borrower  against any of and all
the obligations of such Borrower now or hereafter  existing under this Agreement
held by such
                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -62-

Lender,  irrespective of whether or not such Lender shall have made
any demand under this Agreement and although such  obligations may be unmatured.
The rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Lender may have.

            SECTION 9.09.  Governing Law; Jurisdiction; Etc.
                           --------------------------------

            (a)  Governing Law.  This Agreement shall be construed in
                 -------------
accordance with and governed by the law of the State of New York.

            (b) Submission to Jurisdiction. Each Borrower hereby irrevocably and
unconditionally  submits,  for  itself  and its  property,  to the  nonexclusive
jurisdiction  of the Supreme  Court of the State of New York sitting in New York
County and of the United States  District Court of the Southern  District of New
York,  and any  appellate  court from any thereof,  in any action or  proceeding
arising out of or relating to this Agreement,  or for recognition or enforcement
of any  judgment,  and  each  of  the  parties  hereto  hereby  irrevocably  and
unconditionally  agrees  that  all  claims  in  respect  of any such  action  or
proceeding  may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court.  Each of the parties hereto 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.  Nothing  in this  Agreement  shall  affect any right that the
Administrative  Agent or any  Lender may  otherwise  have to bring any action or
proceeding  relating to this Agreement against the Borrowers or their respective
properties in the courts of any jurisdiction.

            (c)  Waiver  of  Venue.   Each  Borrower   hereby   irrevocably  and
unconditionally  waives, to the fullest extent it may legally and effectively do
so, any objection  which it may now or hereafter  have to the laying of venue of
any suit,  action or proceeding  arising out of or relating to this Agreement in
any court  referred to in  paragraph  (b) of this  Section.  Each of the parties
hereto hereby  irrevocably  waives,  to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

            (d) Service of  Process.  Each party to this  Agreement  irrevocably
consents  to service of process in the manner  provided  for  notices in Section
9.01.  Nothing  in this  Agreement  will  affect  the right of any party to this
Agreement to serve process in any other manner permitted by law.

            SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST  EXTENT  PERMITTED BY APPLICABLE  LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING  DIRECTLY OR INDIRECTLY  ARISING OUT OF OR
RELATING TO THIS  AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED  HEREBY  (WHETHER
BASED ON CONTRACT,  TORT OR ANY OTHER  THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH  OTHER  PARTY  WOULD  NOT,  IN THE EVENT OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)  ACKNOWLEDGES  THAT IT
AND THE OTHER PARTIES  HERETO HAVE

                            364-DAY CREDIT AGREEMENT
<PAGE>
                                      -63-


BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

            SECTION 9.11.  Headings.  Article and Section headings and the Table
of Contents used herein are for  convenience of reference  only, are not part of
this  Agreement  and shall not  affect  the  construction  of, or be taken  into
consideration in interpreting, this Agreement.

            SECTION 9.12.  Treatment of Certain Information; Confidentiality.
                           -------------------------------------------------

            (a) Treatment of Certain  Information.  Each  Borrower  acknowledges
that from time to time financial advisory, investment banking and other services
may be offered or provided to such  Borrower or one or more of its  Subsidiaries
(in connection with this Agreement or otherwise) by any Lender or by one or more
subsidiaries  or affiliates of such Lender and each Borrower  hereby  authorizes
each Lender to share any  information  delivered to such Lender by such Borrower
and its  Subsidiaries  pursuant to this  Agreement,  or in  connection  with the
decision of such Lender to enter into this Agreement,  to any such subsidiary or
affiliate,  it being understood that any such subsidiary or affiliate  receiving
such  information  shall be bound by the  provisions  of  paragraph  (b) of this
Section as if it were a Lender hereunder.  Such authorization  shall survive the
repayment of the Loans,  the expiration or termination of the Commitments or the
termination of this Agreement or any provision hereof.

            (b)  Confidentiality.  Each  of the  Administrative  Agent  and  the
Lenders agrees to maintain the  confidentiality  of the  Information (as defined
below),  except that Information may be disclosed (i) to its and its Affiliates'
directors,  officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be  informed of the  confidential  nature of such  Information  and
instructed to keep such Information confidential),  (ii) to the extent requested
by any regulatory authority,  (iii) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (iv) to any other party
to this Agreement, (v) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding  relating to this Agreement or the enforcement
of  rights  hereunder,  (vi)  subject  to  an  agreement  containing  provisions
substantially  the  same as  those  of this  paragraph,  to any  assignee  of or
Participant  in, or any  prospective  assignee of or Participant  in, any of its
rights or  obligations  under  this  Agreement,  (vii)  with the  consent of the
Borrowers  or  (viii)  to the  extent  such  Information  (A)  becomes  publicly
available  other than as a result of a breach of this  paragraph  or (B) becomes
available to the Administrative  Agent or any Lender on a nonconfidential  basis
from a source  other than the  Borrowers.  For the  purposes of this  paragraph,
"Information"  means all information  received from either Borrower  relating to
such Borrower or its business, other than any such information that is available
to the  Administrative  Agent or any Lender on a nonconfidential  basis prior to
disclosure by such Borrower;  provided that, in the case of information received
from such Borrower after the date hereof, such information is clearly identified
at the time of delivery as  confidential.  Any Person  required to maintain  the
confidentiality  of  Information as provided in this Section shall be considered
to have complied  with its  obligation to do so if such Person has exercised the
same degree of care to maintain the  confidentiality of such Information as such
Person would accord to its own confidential information.





                            364-Day Credit Agreement

<PAGE>


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective  authorized officers as of the day and year
first above written.


                              WASHINGTON MUTUAL, INC.


                                 By /s/ RICHARD D. LODGE
                                   -------------------------
                                    Name:  Richard D. Lodge
                                    Title: Senior Vice President and Treasurer


                              WASHINGTON MUTUAL FINANCE CORPORATION


                                 By /s/  FAY L. CHAPMAN
                                   -------------------------
                                    Name: Fay L. Chapman
                                    Title:Executive Vice President









                            364-DAY CREDIT AGREEMENT
<PAGE>



                                       LENDERS

                                       THE CHASE MANHATTAN BANK,
                                       individually and as Administrative
                                       Agent


                                       By /s/ CHRISTINE HERRICK
                                         -------------------------
                                          Name:  Christine Herrick
                                          Title: Vice President

                                       BANK OF AMERICA, N.A.


                                       By: /s/ CHRISTINE DAVIS
                                          ------------------------------
                                          Name:  Christine Davis
                                          Title: Principal


                                       CITIBANK, N.A.


                                       By:/s/ DAVID O. CASPAR
                                          ------------------------
                                          Name:  David O. Caspar
                                          Title: Vice President


                                       BANK ONE, NA


                                       By:/s/ ROBERT C. ENGLISH
                                          ------------------------------
                                          Name:  Robert C. English
                                          Title: Senior Vice President


                                       BANK OF MONTREAL


                                       By:/s/ BRIAN L. BANKE
                                          ------------------------------
                                          Name:  Brian L. Banke
                                          Title: Director


                            364-DAY CREDIT AGREEMENT
<PAGE>


                                       WELLS FARGO BANK


                                       By:/s/ JULIUS YOUNG
                                          ------------------------------
                                          Name:  Julius Young
                                          Title: Vice President

                                       ABN AMRO BANK N.V.


                                       By:/s/ BRUCE D. BALLENTINE
                                          ------------------------------
                                          Name:  Bruce D. Ballentine
                                          Title: Group Vice President

                                       By:/s/ SHINJI KURIYAMA
                                          ------------------------------
                                          Name:  Shinji Kuriyama
                                          Title: Corporate Banking Officer

                                       FIRST UNION NATIONAL BANK


                                       By:/s/ JANE W. WORKMAN
                                          ------------------------------
                                          Name:  Jane W. Workman
                                          Title: Senior Vice President

                                       UNION BANK OF CALIFORNIA


                                       By:/s/ WILLIAM J. MCGILL, JR
                                          ------------------------------
                                          Name:  William J. McGill, Jr
                                          Title: S.V.P.

                                       CREDIT LYONNAIS NEW YORK BRANCH


                                       By:/s/ EDWARD W. LEONG
                                          ------------------------------
                                          Name:  Edward W. Leong
                                          Title: First Vice President

                            364-DAY CREDIT AGREEMENT


<PAGE>

                      WESTDEUTSCHE LANDESBANK GIROZENTRALE


                    By:/s/ RAYMOND K. MILLER       By:/s/ LEO. G. KAPAKOS
                       -----------------------       ---------------------
                      Name:  Raymond K. Miller      Name:   Leo G. Kapakos
                      Title: Director               Title:  Associate Director

                              THE BANK OF NEW YORK


                              By:/s/ DENNIS A. GRAHAM
                                 ------------------------------
                                 Name:  Dennis A. Graham
                                 Title: Vice President

                       DEUTSCHE BANK AG NEW YORK AND/OR
                       CAYMAN ISLANDS BRANCHES


           By:/s/ NAMEYMA Z. SHIVNARAM      By:/s/ JOHN S. MCGILL
              ---------------------------      -------------------
              Name:  Nameyma Z. Shivnaram      Name: John S. McGill
              Title: Director                  Title: Director

                              KEY BANK


                              By:/s/ RICHARD J. AMENY, JR.
                                 ------------------------------
                                 Name:  Richard J. Ameny, Jr.
                                 Title: Assistant Vice President

                              CREDIT SUISEE FIRST BOSTON


          By:/s/ ANDREA SHKANE         By:/s/ JAMES H. LEE
             ---------------------        -------------------
             Name:  Andrea Shkane         Name: James H. Lee
             Title: Vice President        Title: Asst. Vice President

                              MELLON BANK


                              By:/s/ DAVID B. WIRL
                                 ------------------------------
                                 Name:  David B. Wirl
                                 Title: Assistant Vice President


                            364-DAY CREDIT AGREEMENT
<PAGE>


                                       MORGAN GUARANTY TRUST COMPANY OF NEW
                                      YORK


                                       By:/s/ MARIA H DELL AQUILA
                                          ------------------------------
                                          Name:  Maria H. Dell Aquila
                                          Title: Vice President

                                       BANCA DI ROMA


By:/s/ THOMAS C. WOODRUFF               By:/s/  RICHARD G. DIETZ
   ------------------------------          ------------------------------
   Name:  Thomas C. Woodruff               Name:  Richard G. Dietz
   Title:  Vice President                  Title: Vice President

                                       SUNTRUST BANK


                                       By:/s/ W. DAVID WISDOM
                                          ------------------------------
                                          Name:  W. David Wisdom
                                          Title: Vice President

                                       NORDDEUTSCHE LANDESBANK GIROZENTRALE,
                                       NEW YORK BRANCH AND/OR CAYMAN ISLANDS
                                       BRANCH


       By:/s/ GEORG L. PETERS            By:/s/ STEFANIE SCHOLZ
          ----------------------            --------------------
          Name: Georg L. Peters             Name:  Stefanie Scholz
          Title: Vice President             Title: AT

                                       CAJA MADRID


                                       By:/s/ PAUL BARRABES
                                          ------------------------------
                                          Name:  Paul Barrabes
                                          Title: Director Industrialised Markets
                                                 (IFI)


                                       By:/s/ JOSE LUIS GARCIA PEREZ
                                          ------------------------------
                                          Name:  Jose Luis Garcia Perez
                                          Title: Director of Origination


                            364-DAY CREDIT AGREEMENT

<PAGE>


                                       NATIONAL AUSTRALIA BANK LIMITED


                                       By:/s/ MICHAEL G. MCHUGH
                                          ------------------------------
                                          Name:  Michael G. McHggh
                                          Title: Vice President

                   BNP PARIBAS


                By:/s/ KATHERINE WOLFE      By:/s/ DEBRA WRIGHT
                   -----------------------     -----------------
                   Name:  Katherine Wolfe      Name: Debra Wright
                   Title: Vice President       Title: Vice President

                                       THE SANWA BANK, LIMITED


                                       By:/s/ STEVE YAMADA
                                          ------------------------------
                                          Name:  Steve Yamada
                                          Title: Vice President

                                       THE DAI-ICHI KANGYO BANK, LTD.


                                       By:/s/ NELSON Y. CHANG
                                          ------------------------------
                                          Name:  Nelson Y. Chang
                                          Title: Vice President






                            364-DAY CREDIT AGREEMENT

<PAGE>











                                   SCHEDULE I



                          Revolving Credit Commitments

Name of Lender                                              Commitment ($)
--------------                                              --------------
The Chase Manhattan Bank.......................................75,000,000
Bank of America, N.A...........................................75,000,000
Bank One, NA...................................................75,000,000
Citibank, N.A..................................................75,000,000
Wells Fargo Bank...............................................65,000,000
First Union National Bank......................................65,000,000
Deutsche Bank AG
  New York and/or Cayman Islands Branches......................65,000,000
Credit Suisse First Boston.....................................65,000,000
ABN AMRO Bank N.V..............................................50,000,000
Westdeutche Landesbank Girozentrale............................50,000,000
Union Bank of California.......................................40,000,000
Bank of Montreal...............................................40,000,000
The Bank of New York...........................................40,000,000
Key Bank ......................................................40,000,000
National Bank of Australia Limited.............................40,000,000
The Sanwa Bank, Limited........................................40,000,000
The Dai-Ichi Kangyo Bank, Ltd..................................40,000,000
SunTrust Bank, Miami, National Association.....................40,000,000
Caja Madrid....................................................35,000,000
BNP Paribas....................................................35,000,000
Morgan Guaranty Trust Company of New York......................35,000,000
Banca Di Roma..................................................35,000,000
Norddeutsche Landesbank Girozentrale
  New York Branch and/or Cayman Islands Branch.................35,000,000
Credit Lyonnais New York Branch................................22,500,000
Mellon Bank....................................................22,500,000


TOTAL                                                      $1,200,000,000
                                                            =============


                          Schedule I to Agreement


<PAGE>













                                   SCHEDULE II

                          Material Agreements and Liens

Part A -

Material Agreements

1.  Indenture  dated as of February 8, 1996 between  Washington  Mutual Bank, FA
(under it prior name,  American Savings Bank, F.A.) and The Bank of New York, as
trustee,  pursuant  to which  Washington  Mutual  Bank,  FA  issued  its 6.625 %
Subordinated Notes due February 15, 2006.

2. Indenture  dated as of May 15, 1990, as  supplemented,  between Great Western
Bank and Union Bank, as trustee, pursuant to which Great Western Bank issued its
9.875 % Subordinated Notes due June 15, 2001.

3.  Indenture  dated as of August 15, 1997 between Home Savings of America,  FSB
and the First  National  Bank of  Chicago,  as  trustee,  pursuant to which Home
Savings of America, FSB issued its 6.5 % Subordinated Notes due August 15, 2004.

4. Indenture  dated as of October 26, 1993 between Home Savings of America,  FSB
and Chemical  Trust Company of  California,  as trustee,  pursuant to which Home
Savings of America, FSB issued its 6% Subordinated Notes due November 1, 2000.

5.  Assistance  Agreement  dated as of August 7, 1985 between The Bowery Savings
Bank and the Federal Deposit Insurance  Corporation pursuant to which The Bowery
Savings Bank issued its 5.23% Subordinated Note due at September 30, 2000.

6. Term Loan  Agreement  dated as of August 10,  1998  between  Home  Savings of
America,  FSB and Credit  Suisse First Boston  pursuant to which Home Savings of
America, FSB borrowed $13,000,000 at 6.15% interest due on August 10, 2000.

7.    Advances and Security Agreement dated as of October 1, 1997 between
Washington Mutual Bank, FA (under it prior name, American Savings Bank, F.A.)
and the Federal Home Loan Bank of San Francisco.

8.    Tax Sharing Agreement dated as of August 31, 1999 between Washington
Mutual Bank, FA, Washington Mutual, Inc., Washington Mutual Bank fsb,
Washington Mutual Bank, New American Capital, Inc. and Aristar, Inc.

9.    Assistance Agreement dated as of December 28, 1988 between Washington
Mutual Bank, FA (under it prior name, American Savings Bank, F.A.), Keystone
Holdings, Inc., New American Holdings, Inc., New American Capital, Inc., N.A.
Capital Holdings, Inc., New West Federal Savings and Loan Association and the
Federal Savings and Loan Insurance Corporation.


                    Schedule II to Agreement

<PAGE>
                                      -2-



Outstanding Debt Securities


WMI------Washington Mutual, Inc.
WMF------Washington Mutual Finance Corporation
WMBFA----Washington Mutual Bank, FA
NACI-----New American Capital, Inc.


  ISSUER       SECURITY         COUPON         MATURITY         PRINCIPAL AMOUNT
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMI        Senior Note          7.770%        04/19/2002         $15,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMI        Senior Note          8.250%        10/01/2002         $250,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMI        Senior Note          5.880%        02/27/2001         $100,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMI        Senior Note          8.360%        12/01/2006         $150,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMI        Subordinate Note     7.875%        09/01/2004         $125,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMI        Senior Note          7.500%        08/15/2006         $750,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMI        Senior Note          7.500%        08/15/2006         $250,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMI        Subordinate Note     8.250%        04/01/2010         $500,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMI        Senior Note          8.375%        06/01/2027         $400,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMI        Private Debt         6.150%        08/10/2000          $3,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMI        Senior Note          7.250%        08/15/2005         $150,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMI        Private Debt         5.750%        03/30/2001          $2,760,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMBFA      Senior Note          9.500%        09/15/2017         $200,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMBFA      Subordinate Note     9.875%        06/15/2001         $150,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMBFA      Subordinate Note     5.232%        09/30/2000         $100,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMBFA      Subordinate Note     6.500%        08/15/2004         $125,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMBFA      Private Debt         6.150%        08/10/2000         $13,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMBFA      Subordinate Note     6.000%        11/01/2000         $250,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMBFA      Subordinate Note     6.625%        02/15/2006         $100,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMF        Senior Note          6.750%        08/15/2001         $100,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMF        Senior Note          8.250%        06/15/2005         $450,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMF        Senior Note          6.000%        08/01/2001         $200,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMF        Senior Note          6.300%        10/01/2002         $150,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMF        Senior Note          6.125%        12/01/2000         $150,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMF        Senior Note          7.750%        06/15/2001         $150,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMF        Senior Note          7.250%        06/15/2001         $100,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMF        Senior Note          5.850%        01/27/2004         $200,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMF        Senior Note          6.000%        05/15/2002         $150,000,000.00
--------------------------------------------------------------------------------
                            Schedule II to Agreement

<PAGE>
                                      -3-


--------------------------------------------------------------------------------
WMF        Senior Note          7.250%        06/15/2006         $250,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMF        Subordinate Note     7.375%        09/01/2004         $300,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WMF        Senior Note          6.500%        11/15/2003         $150,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NACI       Senior Note          8.250%        12/31/2025         $100,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NACI       Senior Note          8.206%        12/31/2027         $300,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NACI       Senior Note          8.600%        02/01/2002         $200,000,000.00
================================================================================
           Total:                                              $6,583,760,000.00
--------------------------------------------------------------------------------




Part B - Liens

None



                            Schedule II to Agreement

<PAGE>




                                  SCHEDULE III

                                   Litigation

None




                 Schedule III to Agreement


<PAGE>



                                   SCHEDULE IV

                              Environmental Matters

None



                         Schedule IV to Agreement


<PAGE>



                                   SCHEDULE V

                                  Subsidiaries


See next page
                             Schedule V to Agreement
<PAGE>



<TABLE>

                                    WMI SUBSIDIARIES / PARTNERSHIPS as of July 1, 2000
<S>                   <C>        <C>     <C>     <C>               <C>                    <C>       <C>


----------------------------------------------------------------------------------------------------------------------------
                        FORMED/INCORPORATED                                                             IMMEDIATE PARENT

CORPORATION                DATE   STATE  COMPANY  HEADQUARTERS       PRIMARY ACTIVITY       STATUS       CORPORATION /
                                                                                                            OWNERSHIP
----------------------------------------------------------------------------------------------------------------------------
110 East 42nd Operating  09/09/82   DE     286    110 East 42nd      Property management    Active    Home Savings of
Company, Inc.                                     Street  New York,  and maintenance                  America
                                                  NY  10017
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
1905 Agency Incorporated 06/13/95   DE     234    9200 Oakdale       Loan investments       Active    Washington Mutual
                                                  Avenue                                              Bank, FA
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
ACD2                     09/01/92   CA     248    9200 Oakdale       Real property          Active    Washington Mutual,
                                                  Avenue             development                      Inc.
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
ACD3                     01/31/94   CA     260    9200 Oakdale       Real property          Active    ACD2
                                                  Avenue             development
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
ACD4                     10/26/93   CA     258    9200 Oakdale       N/A                    Inactive  ACD2
                                                  Avenue
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Ahmanson Capital Trust I 11/19/96   DE     265    9200 Oakdale       Trustee of preferred   Active    Washington Mutual,
                                                  Avenue             stock                            Inc.
                                                  Chatsworth, CA
                                                  91311              Delaware Business
                                                                           Trust
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Ahmanson Developments,   08/30/71   CA     231    9200 Oakdale       Real property          Active    Washington Mutual,
Inc.                                              Avenue             development                      Inc.
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Ahmanson GGC LLC         06/16/99   CA     240    9200 Oakdale       Holds real estate      Active    ACD2
                                                  Avenue             developments                     64.57%       FA
                                                  Chatsworth, CA                                      California Aircraft
                                                  91311                                               Holding Corp.
                                                                                                      32.02% Ahmanson Land
                                                                                                      Company
                                                                                                      3.41%
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Ahmanson Insurance, Inc. 11/01/65   CA     228    9200 Oakdale       Former holding company Inactive  Washington Mutual,
                                                  Avenue                                              Inc.
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
                             Schedule V to Agreement
<PAGE>



                                      -2-
----------------------------------------------------------------------------------------------------------------------------
Ahmanson Land Company    03/23/89   CA     259    9200 Oakdale       Real property          Active    Washington Mutual
                                                  Avenue             development                      Bank, FA
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Ahmanson Marketing, Inc. 01/23/84   CA     268    9200 Oakdale       Facilitator of loan    Active    Washington Mutual
                                                  Avenue             sales, secondary                 Bank, FA
                                                  Chatsworth, CA     marketing
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Ahmanson Mortgage        01/13/83   CA     241    9200 Oakdale       Real property lending  Active    Washington Mutual
Company                                           Avenue                                              Bank, FA
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Ahmanson Obligation      09/06/91   CA     275    9200 Oakdale       Diversified financial  Active    Washington Mutual,
Company                                           Avenue             and related services             Inc. ( has outside
                                                  Chatsworth, CA                                      interest, shares
                                                  91311                                               sold to CS First
                                                                                                      Boston)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Ahmanson Ranch Inc.        N/A      CA     N/A           N/A         N/A                    Inactive  N/A
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Ahmanson Residential 2   01/20/94   CA     261    9200 Oakdale       Real property          Active    Ahmanson Residential
                                                  Avenue             development                      Development
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Ahmanson Residential     09/01/92   CA     247    9200 Oakdale       Real property          Active    Washington Mutual,
Development                                       Avenue             development                      Inc.
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Alabama Service Agency,  05/23/2000 AL     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
LLC                                               Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Alta Residential         07/28/97   DE     134    400 East Main St.  former holding company Inactive  Washington Mutual
Mortgage, Inc.                                    Stockton, CA                                        Bank, FA
                                                  95290
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
American Real Estate     00/00/88   DE     056    1201 Third Avenue  Managed New West's     Inactive  New American
Group, Inc.                                       Seattle, WA 98101  assets                           Capital, Inc.
----------------------------------------------------------------------------------------------------------------------------

                             Schedule V to Agreement


<PAGE>
                                      -3-

----------------------------------------------------------------------------------------------------------------------------
Aristar Agency, Inc.     01/07/63   DE     N/A    8900 Grand Oak     Insurance agency       Active    Washington Mutual
                                                  Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Aristar Insurance        12/17/94   SC     N/A    8900 Grand Oak     Credit-related         Active    Washington Mutual
Company                                           Circle Tampa, FL   insurance                        Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Aristar Management, Inc. 11/22/66   FL     N/A    8900 Grand Oak     Purchase supplies,     Active    Washington Mutual
                                                  Circle Tampa, FL   paymaster to Aristar             Finance Corporation
                                                  33637              subsidiaries
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
ARMT, Inc.               02/11/98   DE            400 East Main St.  former correspondent   Inactive  Washington Mutual
                                                  Stockton, CA       lender                           Bank, FA
                                                  95290
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Azusa Canyon Holding       N/A      CA     502    9200 Oakdale       N/A                    Inactive  Washington Mutual
Corp.                                             Avenue                                              Bank, FA
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Banyon Tree Holding      10/15/96   CA     273    9200 Oakdale       Holds real estate      Active    Rivergrade
Corp.                                             Avenue             loans                            Investment Corp.
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Benefit Service          01/23/76   WA     007    1201 Third Avenue  Formerly provided      Active    WM Financial, Inc.
Corporation                                       Seattle, WA 98101  employee benefit
                                                                     consulting service
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Blazer Consumer            N/A      PA     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Discount Company                                  Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
Blazer Financial         05/10/82   LA     N/A    8900 Grand Oak     Holding company        Active    Washington Mutual
Corporation                                       Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Blazer Financial           N/A      NJ     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Services, Inc.                                    Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------

                             Schedule V to Agreement

<PAGE>
                                      -4-


----------------------------------------------------------------------------------------------------------------------------
Blazer Financial           N/A      NY     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Services, Inc.                                    Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Blazer Financial           N/A      OH     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Services, Inc.                                    Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Blazer Financial           N/A      PA     N/A    8900 Grand Oak     Consumer finance       Inactive  Washington Mutual
Services, Inc.                                    Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Blazer Financial           N/A      WI     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Services, Inc.                                    Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Blazer Financial           N/A      DE     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Services, Inc.  dba                               Circle Tampa, FL                                    Finance Corporation
Washington Mutual                                 33637
Finance
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Blazer Financial           N/A      ID     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Services, Inc.  dba                               Circle Tampa, FL                                    Finance Corporation
Washington Mutual                                 33637
Finance
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Blazer Financial           N/A      IL     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Services, Inc.  dba                               Circle Tampa, FL                                    Finance Corporation
Washington Mutual                                 33637
Finance
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Blazer Financial           N/A      MD     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Services, Inc.  dba                               Circle Tampa, FL                                    Finance Corporation
Washington Mutual                                 33637
Finance
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Blazer Financial           N/A      NM     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Services, Inc.  dba                               Circle Tampa, FL                                    Finance Corporation
Washington Mutual                                 33637
Finance
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Blazer Financial           N/A      IN     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Services, Inc. of                                 Circle Tampa, FL                                    Finance Corporation
Indiana                                           33637
dba
Washington Mutual
Finance (MI)
----------------------------------------------------------------------------------------------------------------------------
                            Schedule V to Agreement

<PAGE>
                                      -5-

----------------------------------------------------------------------------------------------------------------------------
Blazer Financial         01/29/69   FL     N/A    8900 Grand Oak     General business       Active    Washington Mutual
Services, Inc. of Miami                           Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Blazer Financial           N/A      DE     N/A    8900 Grand Oak     Consumer               Active    Washington Mutual
Services, Inc. of Midway                          Circle Tampa, FL   finance/credit card              Finance Corporation
                                                  33637              company
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Bowery Advisors, Inc.    12/09/70   DE     235    9200 Oakdale       N/A                    Inactive  Home Savings of
                                                  Avenue                                              America
                                                  Irwindale, CA
                                                  91706
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Bryant Financial         05/26/70   CA     114    9200 Oakdale       Real estate            Active    New American
Corporation                                       Avenue             investments                      Capital, Inc.
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
California Reconveyance  01/20/59   CA     111    9301 Corbin        Trustee under real     Active    Washington Mutual
Company                                           Ave.        Suite  estate deeds of trust            Bank, FA
                                                  200
                                                  Northridge, CA
                                                  91324
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
City Finance             05/30/85   MS     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Company                                           Circle Tampa, FL                                    Finance Corporation
dba's                                             33637
Public Finance
Corp.(VA) Washington
Mutual Finance (MS, TN,
KY)
Safeway Finance
Corporation of North
Carolina (NC)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
City Holdings            12/20/85   AZ     N/A    8900 Grand Oak     Credit-related         Active    Washington Mutual
Reinsurance Life Company                          Circle Tampa, FL   life/disability                  Finance Corporation
                                                  33637              reinsurer
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Coast Fed Mortgage       04/19/84   CA     276    9200 Oakdale       Real estate            Active    Washington Mutual
Corporation                                       Avenue             lending/mortgage and             Bank, FA
                                                  Chatsworth, CA     investments
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Coast Mortgage and       02/17/71   CA     301    9200 Oakdale       Real estate            Inactive  Washington Mutual
Realty Investors                                  Avenue             development                      Bank, FA
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
                             Schedule V to Agreement

<PAGE>
                                      -6-


----------------------------------------------------------------------------------------------------------------------------
Commerce Service         11/01/65   CA     227    5000 Rivergrade    General insurance      Active    New American
Corporation                                       Road Chatsworth,   agency                           Capital, Inc.
                                                  CA 91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Commercial Loan          12/29/93   CA     270    9200 Oakdale       Purchases loans from   Active   Silver Granite
Partners L. P.                                    Avenue             WMB, FA                         Investment Corp.
                                                  Chatsworth, CA                                     41.3725%
                                                  91311                                              (G)
                                                                                                     Washington Mutual
                                                                                                     Bank, FA     58.6275%
                                                                                                     (L)   (L) = Limited
                                                                                                     Partnership  (G)
                                                                                                     General Partnership
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
CPSB Service Corporation 12/22/82   NY     504    9200 Oakdale       N/A                    Inactive  Home Savings of
                                                  Avenue                                              America
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
CS, Inc.                 03/05/86   TX     278    9200 Oakdale       Sold Texas REO         Inactive  Coast Fed Mortgage
                                                  Avenue                                              Corporation
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
CSU, Inc.                10/27/88   UT     279    9200 Oakdale       Real estate            Inactive  Coast Fed Mortgage
                                                  Avenue                                              Corporation
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Domestic Acceptance      02/03/55   PA     N/A    8900 Grand Oak     Formerly consumer      Inactive  Washington Mutual
Corporation                                       Circle Tampa, FL   finance                          Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Domestic Finance         04/21/65   PA     N/A    8900 Grand Oak     Formerly consumer      Inactive  Washington Mutual
Corporation                                       Circle Tampa, FL   finance                          Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Exchange Enterprises,    04/14/71   TX     507    9200 Oakdale       Real property          Inactive  Home Savings of
Inc.                                              Avenue             development                      America
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
FA California Aircraft   6/15/99    CA     291    9200 Oakdale       Holding company for    Active    Washington Mutual
Holding Corp.                                     Avenue             investment in:                   Bank, FA
                                                  Chatsworth, CA     HS Loan Partners LLC
                                                  91311              Sutter Bay Associates
                                                                     LLC
                                                                     Ahmanson
                                                                     GGC     LLC
                                                                     Pacific
                                                                     Centre
                                                                     Associates
                                                                     LLC    WMGW
                                                                     Delaware
                                                                     Holdings
                                                                     LLC
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Financial Services of    05/06/88   IL     243    One TransAm Plaza  Real estate broker     Active    Home Savings of
Illinois, Inc.                                    Dr.        Suite                                    America
                                                  300
                                                  Oakbrook, IL
                                                  60181
----------------------------------------------------------------------------------------------------------------------------

                     Schedule V to Agreement

<PAGE>
                                      -7-

----------------------------------------------------------------------------------------------------------------------------
First Community          12/17/93   KS     N/A    8900 Grand Oak     Financial services     Active    Washington Mutual
Financial Services,                               Circle Tampa, FL                                    Finance Corporation
Inc.                                              33637
dba Washington Mutual
Finance (KS, MO)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
First Community          08/11/75   CO     N/A    3600 E. Alameda    Industrial bank (BIF)  Active    Blazer Financial
Industrial Bank                                   Ave. Denver, CO                                     Corporation
                                                  80209
----------------------------------------------------------------------------------------------------------------------------
Flower Street            11/05/96   CA     256    9200 Oakdale       Real property          Active    ACD3
Corporation                                       Avenue             development                      58.96272 shares
                                                  Chatsworth, CA                                      Ahmanson Residential
                                                  91311                                               2    1.32177 shares
                                                                                                      Riverpoint
                                                                                                      Associates
                                                                                                      39.71551 shares
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Fowler-Hub Credit        08/25/53   OK     N/A    8900 Grand Oak     Formerly purchased     Active    Washington Mutual
Services Company                                  Circle Tampa, FL   retail installment               Finance Corporation
                                                  33637              contracts
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Great Western Financial  12/06/95   DE     169    9200 Oakdale       Trustee of preferred   Active    New American
Trust II                                          Avenue             stock                            Capital, Inc.
                                                  Chatsworth, CA
                                                  91311              Delaware Business
                                                                           Trust
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Great Western Financial  12/06/95   DE     164    9200 Oakdale       Trustee of preferred   Active    New American
Trust I                                           Avenue             stock                            Capital, Inc.
                                                  Chatsworth, CA
                                                  91311              Delaware Business
                                                                           Trust
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Great Western FS         07/09/86 U.S.     102    Citibank           Commercial leasing     Active    WMGW Delaware
Corporation                       Virgin          Building                                            Holdings LLC Series E
                                  Islands         Veterans
                                                  Drive
                                                  P.O. Box
                                                  5304
                                                  St. Thomas, V. I.
                                                  00803
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Great Western Service    04/16/87   CA     113    9200 Oakdale       Holding company        Active    New American
Corporation Two                                   Avenue                                              Capital, Inc.
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Griffin Financial        09/20/88   OH     288    951 N. Bend Road   General insurance      Inactive  Washington Mutual
Services Insurance                                Cincinnati, OH     agency                           Bank, FA
Agency, Inc.                                      45224
----------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
Griffin Financial        01/07/36   PA     238    301 Market         N/A                    Inactive  New American
Services, Inc.                                    Street,     Suite                                   Capital, Inc.
                                                  600
                                                  Harrisburg, PA
                                                  17101
----------------------------------------------------------------------------------------------------------------------------
                             Schedule V to Agreement

<PAGE>
                                      -8-
----------------------------------------------------------------------------------------------------------------------------
H. F. Ahmanson & Company 07/18/84   NV     226    Crowell            Name holding           Inactive  Washington Mutual,
                                                  Building           subsidiary                       Inc.
                                                  502 E. John
                                                  Street   Carson
                                                  City, NV  89702
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
H.S. Loan Corporation    12/22/95   CA     242    9200 Oakdale       Holding company and    ActiveWashington Mutual,
                                                  Avenue             investor in mortgage         Inc.
                                                  Chatsworth, CA     loans                        89.19201 shares
                                                  91311                                           Californian Reconveyance
                                                                                                  Company    1.68696 shares
                                                                                                  Riverpoint
                                                                                                  Associates
                                                                                                  36.12103 shares

----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Hamburg Glen Cove        05/22/85   NY     513    9200 Oakdale       N/A                    Inactive  Home Savings of
Development Corp.                                 Avenue                                              America
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Heritage Auxiliary       12/18/75   CA     277    9200 Oakdale       Trustee under deed of  Active    Washington Mutual
Company, Inc.                                     Avenue             trust                            Bank, FA
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Home Funding Corp.       2/23/89    DE     230    9200 Oakdale       Collateralized         Inactive  Home Savings of
                                                  Avenue             securities                       America
                                                  Chatsworth, CA     transactions
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Home Savings of America  05/10/91   CA     244    9200 Oakdale       Holding company/loan   Active    Washington Mutual
                                                  Avenue             investment                       Bank, FA
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
HS Loan Partners LLC     06/17/99   CA     245    9200 Oakdale       Purchases loans from   Active   FA California
                                                  Avenue             Washington Mutual               Aircraft Holding
                                                  Chatsworth, CA     Bank, FA                        Corp.     89.73%
                                                  91311                                              Washington Mutual,
                                                                                                     Inc.
                                                                                                     10.25% California
                                                                                                     Reconveyance
                                                                                                     Company       0.02%
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Integrated Funding       08/01/79   CA     501    8900 Grand Oak     Provides financing to  Active    Western Financial
Company                                           Circle Tampa, FL   Aristar subsidiaries             Funding Company
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Irvine Corporate         12/21/94   CA     059    1201 Third Avenue  Holds interest in      Active    Washington Mutual
Center, Inc.                                      Seattle, WA 98101  WMICC Delaware                   Bank, FA
                                                                     Holdings LLC
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Ladue Service            12/17/71   MO     506    820 North Main     Trustee on Home's      Inactive  Home Savings of
Corporation                                       Street             deeds of trust in                America
                                                  Sikeston, MO       Missouri
                                                  63801
----------------------------------------------------------------------------------------------------------------------------

                     Schedule V to Agreement

<PAGE>
                                     -9-

---------------------------------------------------------------------------------------------------------------------------
LBMC Asset Management,   03/02/99   DE     N/A    1100 Town &        N/A                    Inactive  Long Beach Mortgage
Inc.                                              Country Rd                                          Company
                                                  Orange, CA  92868
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Long Beach Mortgage      04/11/96   DE     130    1100 Town &        Subprime Residential   Active    Washington Mutual,
Company                                           Country Rd         Mortgages                        Inc.
                                                  Orange, CA  92868
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Long Beach Mortgage      02/10/99   DE     N/A    1100 Town &        N/A                    Active    Long Beach Mortgage
Securities corp.                                  Country Rd                                          Company
                                                  Orange, CA  92868
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Marion Holdings, Inc.    04/16/87   CA     103    9200 Oakdale       Holding company        Active    Washington Mutual
                                                  Avenue                                              Bank, FA
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Marion Street, Inc.      07/02/99   WA     123    12655 SW Center    REIT                   Active    Marion Holdings, Inc.
                                                  St.
                                                  Suite 500
                                                  Beverton, OR
                                                  97005
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Mayer Group, Inc.        04/29/59   CA     302    9200 Oakdale       Real estate            N/A       Coast Mortgage and
                                                  Avenue             development                      Realty Investors
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Mesa Water Company       05/06/66   CA     229    9200 Oakdale       Domestic water service Active    Ahmanson Land Company
                                                  Avenue
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Mill Maple Properties,   09/26/85   OR     519    1201 Third Avenue           N/A           Inactive  Washington Mutual
Inc.                                              Seattle, WA 98101                                   Bank
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Morecula Development,    10/23/95   CA     055    1201 Third Avenue  Real estate            Active    Uniwest Service
Inc.                                              Seattle, WA 98101  development                      Corporation
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Murphey Favre Housing    10/09/87   WA     521    1201 Third Avenue  Residential real       Inactive  Murphey Favre
Managers, Inc.                                    Seattle, WA 98101  estate property                  Properties, Inc.
                                                                         manager
----------------------------------------------------------------------------------------------------------------------------
                   Schedule V to Agreement

<PAGE>
                                      -10-

----------------------------------------------------------------------------------------------------------------------------
Murphey Favre            05/16/84   WA     008    1201 Third Avenue  Real estate and        Active    WM Financial, Inc.
Properties, Inc.                                  Seattle, WA 98101  limited partnership
                                                                     investments
----------------------------------------------------------------------------------------------------------------------------
New American Capital,    11/10/88   DE     052    1201 Third Avenue  Holding company        Active    Washington Mutual,
Inc.                                              Seattle, WA 98101                                   Inc.
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
New Town Service, LLC    1/13/99    MD     131    9324 Lakeside      Real estate            Active    Ahmanson Residential
                                                  Blvd.              management services              Development
                                                  Owings Mills, MD
                                                  21117
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Olympus Development      06/23/83   UT     067    1201 Third Avenue  Real estate            Active    WMF Utah Holdings
Company                                           Seattle, WA 98101  development                      Corp.
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Oxford Ranch Inc.        01/07/93   CA     250    9200 Oakdale       Real property title    Active    Washington Mutual
                                                  Avenue             holding company                  Bank, FA
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Pacific Centre           06/17/99   CA     257    9200 Oakdale       Holds real estate      Active    FA California
Associates LLC                                    Avenue             developments                     Aircraft Holding
                                                  Chatsworth, CA                                      Corp.   62.29%
                                                  91311                                               Irvine Corporate
                                                                                                      Center,
                                                                                                      Inc
                                                                                                      31.21%
                                                                                                      Washington Mutual,
                                                                                                      Inc.
                                                                                                      5.44%
                                                                                                      ACD3
                                                                                                      1.03%
                                                                                                      Ahmanson Residential
                                                                                                      2
                                                                                                      0.03%

----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Pioneer Properties, Inc. 02/22/71   WA     048    1201 Third Avenue  Real estate            Active    Washington Mutual,
                                                  Seattle, WA 98101  development                      Inc.
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Preston Properties       03/01/92   WA     045    1201 Third Avenue  Real estate            Inactive  Preston Ridge
California, Inc.                                  Seattle, WA 98101  development                      Financial Services
                                                                                                      Corporation
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Preston Ridge Financial  06/19/80   WA     004    1201 Third Avenue  Real estate            Inactive  Washington Mutual
Services Corporation                              Seattle, WA 98101  development                      Bank
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Public Finance           06/16/59   WV     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Corporation     dba                               Circle Tampa, FL                                    Finance Corporation
Washington Mutual                                 33637
Finance
----------------------------------------------------------------------------------------------------------------------------

                   Schedule V to Agreement

<PAGE>
                                      -11-

----------------------------------------------------------------------------------------------------------------------------
Public Loan Corporation  03/12/51   NV     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
                                                  Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Rivergrade Investment    10/26/93   CA     272    9200 Oakdale       Holding company        Active    WMB,
Corp.                                             Avenue                                              FA
                                                  Chatsworth, CA                                      258
                                                  91311                                               shares
                                                                                                      Home Savings of
                                                                                                      America      327.675
                                                                                                      shares    Ahmanson
                                                                                                      Marketing,
                                                                                                      Inc.        14.325
                                                                                                      shares
                                                                                                      Savings of America,
                                                                                                      Inc.
                                                                                                      150 shares
                                                                                                      Commercial Loan
                                                                                                      Partners
                                                                                                      250 shares
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Riverpoint Associates      N/A      CA  Partnershi9200 Oakdale       Holds real estate      Active    ACD2
                                           280    Avenue             developments                     81%  Ahmanson
                                                  Chatsworth, CA                                      Residential
                                                  91311                                               Development    19%
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Royce Commercial         03/02/74   CA     117    2029 Century Park  Real estate brokerage  Active    New American
Brokerage Company,                                East Suite                                          Capital, Inc.
Inc., The                                         3750
                                                  L.A., CA  90067
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Savings of America, Inc. 04/11/83   CA     274    9200 Oakdale       Name holder and        Active    Washington Mutual
                                                  Avenue             investor in mortgage             Bank, FA
                                                  Chatsworth, CA     loans
                                                  91311
------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
SeaCoast Management,     09/30/82   WA     520    1201 Third Avenue  Management Company     Inactive  Washington Mutual
Inc.                                              Seattle, WA 98101                                   Bank
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Seneca Holdings, Inc..   03/06/58   CA     300    9200 Oakdale       Holding Company        Active    Washington Mutual
                                                  Avenue                                              Bank
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Seneca Street, Inc.      07/02/99   WA     121    12655 SW Center    REIT                   Active    Seneca Holdings, Inc.
                                                  St.
                                                  Suite 500
                                                  Beverton, OR
                                                  97005
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Seville Realty, Inc.     04/10/81   TX     266    4606 FM 1960       Dormant - except for   Active    Home Savings of
                                                  West               use to access MLS                America
                                                  Suite              listing by Texas
                                                  215                appraisers/ real
                                                  Houston, TX  77069 estate brokers
----------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
Sierra Western Mortgage  06/09/83   CA     118    9401 Oakdale Ave.  Mortgage brokerage     Active    Walker & Lee, Inc.
Company                                           Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------

                   Schedule V to Agreement

<PAGE>
                                      -12-



----------------------------------------------------------------------------------------------------------------------------
Silver Granite           10/26/93   CA     271    9200 Oakdale       Loan Investment        Active    Savings of America,
Investment Corp.                                  Avenue                                              Inc.
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Snohomish Securities,    02/07/90   CA     120    9200 Oakdale Ave.  Holding company        Active    Washington Mutual
Inc.                                              Chatsworth, CA                                      Bank, FA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
SS Service Corporation   02/19/73   WA     046    1201 Third Avenue  Foreclosed property    Inactive  Washington Mutual
                                                  Seattle, WA 98101                                   Bank
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Stonehedge Partners      06/17/99   CA     252    9200 Oakdale       Holds real estate      Active    Ahmanson
                                                  Avenue             developments                     Developments,
                                                  Chatsworth, CA                                      Inc.    100%
                                                  91311                                               R. L.. Hertel
                                                                                                      Constructors,
                                                                                                      Inc.         0%
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
SunPoint Financial       06/13/85  FL      104    2601 10th Ave.     CMO issuance           Active    Washington Mutual
Corporation                                       No.     Lake                                        Bank, FA
                                                  Worth, FL 33461
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Sutter Bay Associates      N/A      CA     253    9200 Oakdale       Holds real estate      Active   FA California
LLC                                               Avenue             developments                    Aircraft Holding
                                                  Chatsworth, CA                                     Corp.       96.19%
                                                  91311                                              Ahmanson Residential
                                                                                                     2
                                                                                                     .43% Ahmanson
                                                                                                     Residential
                                                                                                     3.39%
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Sutter Bay Corporation   11/05/96   CA     255    9200 Oakdale       Real property          Active    Ahmanson Residential
                                                  Avenue             development                      Development
                                                  Chatsworth, CA
                                                  91311                                               78.84438 shares

                                                                                                      Ahamsnon Residential
                                                                                                      2   9.94472 shares
                                                                                                      Riverpoint
                                                                                                      Associates
                                                                                                      44.51090 shares
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Tamarack, Inc.           09/28/76   TX     510    9200 Oakdale       Real property          Inactive  Home Savings of
                                                  Avenue             development                      America
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
University Street, Inc   07/02/99   WA     122    12655 SW Center    REIT                   Active    Marion Holdings, Inc.
                                                  St.
                                                  Suite 500
                                                  Beverton, OR
                                                  97005
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Uniwest Service          05/08/73   UT     054    4185 Harrison      Property management    Active    Washington Mutual
Corporation                                       Boulevard Ogden,                                    Bank
                                                  UT 84403
----------------------------------------------------------------------------------------------------------------------------
                 Schedule V to Agreement

<PAGE>
                                      -13-



----------------------------------------------------------------------------------------------------------------------------
Walker & Lee,            09/04/58   CA     108    9401 Oakdale Ave.  Holding company        Active    New American
Inc.                                              Chatsworth, CA                                      Capital, Inc.
dba Great Western Real                            91311
Estate
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        09/30/94   WA     001    1201 Third Avenue  Consumer banking       Active    Washington Mutual,
Bank                                              Seattle, WA 98101                                   Inc.
dba's                                                                Commercial banking
Western                                                              (under dba's)
Bank
WM Business
Bank
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual Bank   04/15/94  OTS     040    201 South Main     Consumer banking       Active    Washington Mutual,
fsb                                               Street                                              Inc.
                                                  Suite               (Federal Association)
                                                  180
                                                  Salt lake City,
                                                  UT  84111
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual Bank,  12/28/88  OTS     002    400 East Main St.  Consumer banking       Active    New American
FA                                                Stockton, CA                                        Capital, Inc.
                                                  95290               (Federal Association)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        05/28/97   CA     068    1201 Third Avenue  Holding company for    Active    Washington Mutual
Brokerage Holdings, Inc.                          Seattle, WA 98101  non-California                   Bank, FA
                                                                     subsidiaries of WMBFA
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual          N/A      DE     064    1201 Third Avenue  Trustee of preferred   Active    Washington Mutual,
Capital I                                         Seattle, WA 98101  stock                            Inc.

                                                                     Delaware business
                                                                           trust
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        11/21/90   CA     106    9200 Oakdale Ave.  Low/moderate income    Active    Washington Mutual
Community Development,                            Chatsworth, CA     housing                          Bank, FA
Inc.                                              91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        11/05/86   DE     802    8900 Grand Oak     Holding company        Active    Great Western
Finance Corporation                               Circle Tampa, FL                                    Service Corporation
                                                  33637                                               Two
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        04/11/2000 DE     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Finance Group, LLC                                Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------


----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        04/10/2000 DE     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Finance of Florida, LLC                           Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
                    Schedule V to Agreement

<PAGE>
                                      -14-

----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        04/10/2000 DE     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Finance of Mississippi,                           Circle Tampa, FL                                    Finance Corporation
LLC                                               33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        03/14/62   NC     N/A    8900 Grand Oak     Consumer finance and   Active    Washington Mutual
Finance of North                                  Circle Tampa, FL   second mortgages                 Finance Corporation
Carolina, Inc.                                    33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        04/10/2000 DE     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Finance of North                                  Circle Tampa, FL                                    Finance Corporation
Carolina, LLC                                     33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        04/10/2000 DE     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Finance of Virginia, LLC                          Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        10/15/41   CA     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Finance, Inc.                                     Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual          N/A      LA     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Finance, Inc.                                     Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        03/14/62   OH     N/A    8900 Grand Oak     Mortgage lending       Active    Washington Mutual
Finance, Inc.                                     Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual          N/A      TX     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Finance, Inc.                                     Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual          N/A      UT     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Finance, Inc.                                     Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        04/11/2000 DE     N/A    8900 Grand Oak     Consumer finance       Active    Washington Mutual
Finance, LLC                                      Circle Tampa, FL                                    Finance Corporation
                                                  33637
----------------------------------------------------------------------------------------------------------------------------
                    Schedule V to Agreement

<PAGE>
                                      -15-

----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        12/23/94   MT     065    1201 Third Avenue  Insurance agency       Active    WMF Utah Holdings
Insurance Brokerage                               Seattle, WA 98101                                   Corp.
Services, Inc.
(dba Washington Mutual
Insurance Agency in UT)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        02/06/64   TX     262    5000 Rivergrade    Managing general       Active    New American
Insurance Services                                Road Chatsworth,   insurance agency                 Capital, Inc.
Managing General                                  CA 91311
Agency, Inc.
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        05/24/94   ID     014    8620 West Emerald  Idaho insurance agency Active    WMF Utah Holdings
Insurance Services of                             Street Suite                                        Corp.
Idaho, Inc.                                       120
                                                  Boise, ID 83707
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        06/21/85   CA     233    17877 Von Karman   Insurance agency       Active    Washington Mutual
Insurance Services, Inc.                          Ave.                                                Bank, FA
                                                  Fourth Floor
                                                  Irvine, CA  92614
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual        06/13/89   TX     289    3003 S. Loop West  General insurance      Active    Washington Mutual
Insurance Services, Inc.                          Houston, TX  77054 agency                           Insurance  Services,
                                                                                                      Inc. (%100
                                                                                                      indirectly
                                                                                                      controlled)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Mutual, Inc.  08/17/94   WA     070    1201 Third Avenue  Holding company        Active    Publicly traded on
                                                  Seattle, WA 98101                                   NYSE
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Washington Reconveyance  01/26/96   WA     112    9200 Oakdale       Trustee under real     Active    California
Company                                           Chatsworth, CA     estate deeds of trust            Reconveyance Company
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Western Credit           08/04/88   OR     N/A    290 South Fourth   Consumer lending       Active    Washington Mutual
Services, Co.                                     Street  Coos Bay,                                   Finance Corporation
                                                  OR 97420-0242
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Western Equity           10/09/79   CO     517           N/A         N/A                    Inactive  Western Mortgage
Corporation                                                                                           Loan Corporation
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Western Financial        10/06/72   CA     N/A    8900 Grand Oak     Provides financing to  Active    Washington Mutual
Funding Company                                   Circle Tampa, FL   Washington Mutual                Finance Corporation
                                                  33637              Finance Corporation
                                                                     subsidiaries
----------------------------------------------------------------------------------------------------------------------------
                 Schedule V to Agreement

<PAGE>
                                      -16-


----------------------------------------------------------------------------------------------------------------------------
Western Mortgage Loan    06/26/50   UT     516    4135 Harrison      Real estate lending    Active    Washington Mutual
Corporation                                       Boulevard Ogden,                                    Bank
                                                  UT 84403
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Western National         01/03/79   CA     119    9401 Oakdale Ave.  Real estate brokerage  Inactive  Walker & Lee, Inc.
Realtors, Inc. dba                                Chatsworth, CA
Great Western Real                                91311
Estate
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Western Service Co.      04/26/65   OR     518    290 South Fourth   Real estate holding    Inactive  Washington Mutual
                                                  Street Coos Bay,   company; insurance               Bank
                                                  OR 97420-0242      agency
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
WM Advisors, Inc.        03/24/44   WA     015    1201 Third Avenue  Registered investment  Active    New American
                                                  Seattle, WA 90101  advisor                          Capital, Inc.
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
WM Enterprises &         04/29/94   WA     012    1201 Third Avenue  To hold bank stock     N/A       Washington Mutual
Holdings, Inc.                                    Seattle, WA 98101  under 12 CFR                     Bank
                                                                     362.4(b)(4)(ii)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
WM Financial Services,   07/01/44   WA     005    1201 Third Avenue  Securities brokerage   Active    Washington Mutual
Inc.                                              Seattle, WA 98101  under 12 CFR 545.74              Brokerage Holdings,
                                                                                                      Inc.
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
WM Financial, Inc.       01/13/82   WA     006    1201 Third Avenue  Holding company        Active    Washington Mutual
                                                  Seattle, WA 98101                                   Bank
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
WM Funds Distributor,    04/17/77   WA     016    1201 Third Avenue  Mutual fund            Active    WM Advisors, Inc.
Inc.                                              Seattle, WA 98101  distributor
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
WM Insurance Agency,     07/02/73   WA     027    1201 Third Avenue  Insurance agency       Active    Washington Mutual
Inc.                                              Seattle, WA 98101                                   Bank
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
WM Interactive, Inc.     11/21/96   WA     042    1201 Third Avenue  Investment in          Active    Washington Mutual
                                                  Seattle, WA  98101 Integrion for home               Bank
                                                                     banking services.
----------------------------------------------------------------------------------------------------------------------------
                   Schedule V to Agreement

<PAGE>
                                      -17-



----------------------------------------------------------------------------------------------------------------------------
WM Mortgage Reinsurance  02/28/2000 HI     136     745 Fort          Reinsures private      Active    Washington Mutual
Company, Inc.                                     Street,            mortgage insurers                Bank
                                                  Suiite
                                                  800
                                                  Honolulu, HI 96813
----------------------------------------------------------------------------------------------------------------------------
WM Shareholder           11/17/86   WA     025    1201 Third Avenue  Fund transfer agent    Active    WM Advisors, Inc.
Services, Inc.                                    Seattle, WA 98101  and shareholder
                                                                         service
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
WMBFA Insurance Agency,  12/08/88   CA     062    1201 Third Avenue  Insurance (annuities)  Active    Washington Mutual
Inc.                                              Seattle, WA 98101  agency                           Bank, FA
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
WMF Utah Holdings Corp.  10/22/76   UT     066    1201 Third Avenue  Holding company for    Active    Washington Mutual
                                                  Seattle, WA 98101  non-Utah insurance               Bank fsb
                                                                        agencies
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
WMFS Insurance Services  03/09/89   ID     026    1201 Third Avenue  Insurance (annuities)  Active    WM Financial
of Idaho, Inc.                                    Seattle, WA 98101  agency                           Services, Inc.
----------------------------------------------------------------------------------------------------------------------------
WMFS Insurance Services  02/08/2000 NV     135    1201 Third Avenue  Insurance (annuities)  Active    WM Financial
of Nevada, Inc.                                   Seattle, WA 98101  agency                           Services, Inc.
----------------------------------------------------------------------------------------------------------------------------
WMFS Insurance           05/24/94   CA     058    1201 Third Avenue  Insurance (annuities)  Active    WM Financial
Services, Inc.                                    Seattle, WA 98101  agency                           Services, Inc.
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
WMGW Delaware Holdings   6/16/99    DE     290    9200 Oakdale       Commercial             Active  FA California Aircraft
LLC                                               Avenue             leasing/lending                Holding Corp.   100%
                                                  Chatsworth, CA                                    in Series E
                                                  91311                                             Ahmanson GGC

                                                                                                    LLC
                                                                                                    100%
                                                                                                    in
                                                                                                    Series
                                                                                                    D
                                                                                                    HS
                                                                                                    Loan
                                                                                                    Partners
                                                                                                    LLC
                                                                                                    100%
                                                                                                    in
                                                                                                    Series
                                                                                                    C
                                                                                                    Sutter
                                                                                                    Bay
                                                                                                    Associates
                                                                                                    LLC
                                                                                                    100%
                                                                                                    in
                                                                                                    Series
                                                                                                    A&B
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
WMHFA Delaware Holdings  6/21/99    DE     296    9200 Oakdale       Holds real property    Active    Pacific Centre
LLC                                               Avenue             contributed by WMI               Associates LLC
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
WMICC Delaware Holdings  6/21/99    DE     298    9200 Oakdale       Holds real property    Active    Pacific Centre
LLC                                               Avenue             contributed by Irvine            Associates LLC
                                                  Chatsworth, CA     Corporate Center
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
                 Schedule V to Agreement

<PAGE>
                                      -18-

----------------------------------------------------------------------------------------------------------------------------
WMRP Delaware Holdings   6/21/99    DE     297    9200 Oakdale       Holds real property    Active    Pacific Centre
LLC                                               Avenue             contributed by WMB, FA           Associates LLC
                                                  Chatsworth, CA
                                                  91311
----------------------------------------------------------------------------------------------------------------------------
                            Schedule V to Agreement




</TABLE>

<PAGE>



                                                                       EXHIBIT A


                       [Form of Assignment and Acceptance]

                            ASSIGNMENT AND ACCEPTANCE

            Reference  is  made  to the  364-Day  Amended  and  Restated  Credit
Agreement  dated as of August  10,  2000 (as  amended  and in effect on the date
hereof, the "Agreement"),  between Washington  Mutual,  Inc.,  Washington Mutual
Finance Corporation,  the Lenders named therein and The Chase Manhattan Bank, as
Administrative  Agent for the Lenders.  Terms  defined in the Agreement are used
herein with the same meanings.

            The Assignor named below hereby sells and assigns, without recourse,
to the Assignee  named below,  and the Assignee  hereby  purchases  and assumes,
without  recourse,  from the Assignor,  effective as of the Assignment  Date set
forth below,  the  interests  set forth below (the  "Assigned  Interest") in the
Assignor's rights and obligations  under the Agreement,  including the interests
set forth below in the  Commitment  of the Assignor on the  Assignment  Date and
Competitive  Loans  and  Syndicated  Loans  owing  to  the  Assignor  which  are
outstanding on the Assignment Date, together with unpaid interest accrued on the
assigned Loans to the Assignment  Date, and the amount,  if any, set forth below
of the fees  accrued to the  Assignment  Date for account of the  Assignor.  The
Assignee hereby acknowledges receipt of a copy of the Agreement.  From and after
the  Assignment  Date (i) the  Assignee  shall be a party to and be bound by the
provisions of the Agreement and, to the extent of the interests assigned by this
Assignment  and  Acceptance,  have  the  rights  and  obligations  of  a  Lender
thereunder and (ii) the Assignor shall, to the extent of the interests  assigned
by this  Assignment and  Acceptance,  relinquish its rights and be released from
its obligations under the Agreement.

            This   Assignment   and   Acceptance  is  being   delivered  to  the
Administrative  Agent together with (i) if the Assignee is a Foreign Lender, any
documentation  required  to be  delivered  by the  Assignee  pursuant to Section
2.15(e) of the Agreement,  duly completed and executed by the Assignee, and (ii)
if the Assignee is not already a Lender under the Agreement,  an  Administrative
Questionnaire in the form supplied by the  Administrative  Agent, duly completed
by the  Assignee.  The  [Assignee/Assignor]  shall  pay the fee  payable  to the
Administrative Agent pursuant to Section 9.04(b) of the Agreement.

            This Assignment and Acceptance shall be governed by and construed in
accordance with the law of the State of New York.

                           Assignment and Acceptance


<PAGE>

                                      -2-



Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment
("Assignment Date")1:
  ---------------
                                                          Percentage Assigned of
                                                          Facility/Commitment
                                                          (set forth, to at
                                Principal Amount          least 8 decimals, as a
                                Assigned (and             percentage of the
                                identifying               Facility and the
                                information as to         aggregate Commitments
                                individual                of all Lenders
Facility                        Competitive Loans)        thereunder)
--------                        ------------------        ----------------------

Commitment Assigned:            $                                            %

Syndicated Loans:

Competitive Loans:

Fees Assigned (if any):


The terms set forth above and below are hereby agreed to:

                                    [NAME OF ASSIGNOR]      , as Assignor
                                    ------------------------


                                    By:_________________________
                                       Name:
                                       Title:


                                    [NAME OF ASSIGNEE]      , as Assignee
                                    ------------------------


                                    By:_________________________
                                       Name:
                                       Title:


---------------------------------
1 Must be at least five Business Days after execution hereof by all required
parties.


                           Assignment and Acceptance

<PAGE>

                                      -3-

The undersigned hereby consent to the within assignment:2


WASHINGTON MUTUAL, INC.


By:_________________________
   Name:
   Title:

WASHINGTON MUTUAL FINANCE CORPORATION


By:_________________________
   Name:
   Title:

THE CHASE MANHATTAN BANK,
  as Administrative Agent


By:_________________________
   Name:
   Title:













------------------
2 Consents to be included to the extent required by Section 9.04(b) of the
Agreement.

                           Assignment and Acceptance


<PAGE>



                                                                       EXHIBIT B


                 [Form of Opinion of Counsel to the Borrowers]


August ___, 2000


To the Lenders Party to the Agreement
Referred to Below and The Chase Manhattan Bank,
as Administrative Agent

Re:         Washington Mutual, Inc./Washington Mutual Finance Corporation

Ladies and Gentlemen:

            We have acted as counsel to  Washington  Mutual,  Inc., a Washington
corporation ("WMI") and its wholly owned,  indirect subsidiary Washington Mutual
Finance Corporation,  a Delaware  corporation  ("Finance" and together with WMI,
the  "Borrowers"),  in connection  with the 364 Day Amended and Restated  Credit
Agreement,  dated  August 10, 2000,  between the  Borrowers,  the lenders  party
thereto and The Chase Manhattan Bank, as Administrative Agent (the "Agreement").
This  opinion is rendered to you pursuant to Section  4.01(b) of the  Agreement.
Capitalized  terms used  without  definition  in this  opinion have the meanings
given to them in the Agreement.


                                       I.

            We have  assumed the  authenticity  of all  records,  documents  and
instruments submitted to us as originals, the genuineness of all signatures, the
legal  capacity of natural  persons and the  conformity  to the originals of all
records,  documents and instruments submitted to us as copies. We have based our
opinion upon our review of the following  records,  documents,  instruments  and
certificates and such additional  certificates relating to factual matters as we
have deemed necessary or appropriate for our opinion:

            A. The Agreement;

            B.  The  Articles  of  Incorporation  of the  WMI  certified  by the
      Washington  Secretary of State as of August _____,  2000, and certified to
      us by an officer of WMI as being  complete and in full force and effect as
      of the date of this opinion and the Articles of  Incorporation  of Finance
      certified by the Delaware  Secretary of State as of August ____, 2000, and
      certified  to us by an officer of  Finance as being  complete  and in full
      force and effect as of the date of this opinion;

            C. The Bylaws of WMI  certified  to us by an officer of WMI as being
      complete and in full force and effect as of the date of this opinion,  and
      the  Bylaws of Finance


                      OPINION OF COUNSEL TO THE BORROWERS


<PAGE>
                                       -2-
      certified to us by an officer of Finance as being  complete and in full
      force and effect as of the date of this opinion;

            D. Records  certified to us by an officer of WMI as constituting all
      records  of  proceedings  and  actions  of the board of  directors  of WMI
      relating to the  transactions  contemplated by the Agreement,  and records
      certified  to us by an officer of Finance as  constituting  all records of
      proceedings  and actions of the board of directors of Finance  relating to
      the transactions contemplated by the Agreement;

            E. A Certificate of  Existence/Authorization  relating to WMI issued
      by the  Washington  Secretary of State,  dated August _____,  2000,  and a
      certificate  relating to Finance's  incorporation and good standing issued
      by the Delaware Secretary of State, dated August ___, 2000; and

            F.  Certificates  relating to the Subsidiaries  listed in Annex I to
      this opinion,  specifically  (i) in the case of Washington  Mutual Bank, a
      Certificate of Good Standing issued by the Washington  State Department of
      Financial  Institutions,  and (ii) in the case of Washington  Mutual Bank,
      FA., a Certificate of Corporate  Existence  issued by the Office of Thrift
      Supervision.

            Our opinions expressed in Paragraphs 1, 2, 3 and 4 of Part III as to
the due  incorporation/organization  and valid existence of WMI, Finance and the
Subsidiaries  listed in Annex I hereto  is based  solely  upon the  certificates
enumerated in paragraphs E and F above. We have made no additional investigation
after the respective dates of those Certificates of  Existence/Authorization  in
rendering our opinion expressed in Paragraphs 1, 2, 3 and 4 of Part III.

            In connection  with our opinions in Paragraphs 10 and 11 of Part III
relating to the  agreements  and  instruments  of WMI and  Finance,  we have not
reviewed,  and  express  no  opinion  on,  (i)  financial  covenants  or similar
provisions  requiring  financial  calculations  or  determinations  to ascertain
compliance,  (ii) provisions  relating to the occurrence of a "material  adverse
event"  or  words  of  similar  import  or  (iii)  parol  evidence   bearing  on
interpretation  or construction.  Moreover,  to the extent that any agreement or
instrument is governed by the laws of any  jurisdiction  other than the State of
Washington,  our opinion  relating to those  agreements and instruments is based
solely upon the plain meaning of their language without regard to interpretation
or construction  that might be indicated by the laws governing those  agreements
and instruments.

            Where our opinion  relates to our  "knowledge,"  that  knowledge  is
based  upon  our  examination  of  the  records,   documents,   instruments  and
certificates  enumerated  or  described  above  and the  actual  contemporaneous
knowledge  of  attorneys  in this  firm  who are  currently  involved  in  legal
representation of WMI and Finance in connection with the Agreement.  We have not
examined  any records of any court,  administrative  tribunal  or other  similar
entity in connection with our opinion.



                   OPINION OF COUNSEL TO THE BORROWERS

<PAGE>

                                      -3-

                                       II.

            We express no opinion as to:

            (a)   The applicable choice of law rules that may affect the
      interpretation or enforcement of the Agreement.

            (b) Any securities, tax, anti-trust, land use, safety, environmental
      or  hazardous  materials  laws,  rules or  regulations  or laws,  rules or
      regulations  applicable to either the lenders party to the Agreement or to
      the   Administrative   Agent  by  virtue  of  their  status  as  financial
      institutions engaged in business of the type exemplified by the Agreement.

            (c) The effect on the respective obligations of WMI and Finance, and
      your rights,  under the Agreement of laws relating to fraudulent transfers
      and  fraudulent  obligations  set  forth  in  Sections  544 and 548 of the
      federal  Bankruptcy  Code  and  Chapter  19.40  of  the  Revised  Code  of
      Washington.  We have been  advised  by you or your  counsel  that you have
      obtained   financial   information  and  other  knowledge  of  the  credit
      facilities,  operations and business plan of WMI and Finance sufficient to
      satisfy  you that (i) neither  WMI nor  Finance  was either  insolvent  or
      inadequately  capitalized  immediately  before  the  consummation  of  the
      transactions  contemplated  by the  Agreement,  (ii)  consummation  of the
      transactions  contemplated  by the Agreement will not render either WMI or
      Finance  insolvent or  inadequately  capitalized and (iii) neither WMI nor
      Finance intended to incur, nor believed or reasonably should have believed
      that it would  incur,  debts  which  it  would  not be able to pay as they
      mature.

            This opinion is limited to the federal laws of the United  States of
America,  the  laws  of the  State  of  Washington,  and  the  Delaware  General
Corporation  Law as it relates to  corporate  formalities,  and we disclaim  any
opinion  as to the laws of any  other  jurisdiction.  We  further  disclaim  any
opinion  as  to  any  statute,  rule,  regulation,  ordinance,  order  or  other
promulgation  of any  regional or local  governmental  body or as to any related
judicial or administrative opinion.


                                      III.

            Based upon the foregoing and our  examination  of such  questions of
law as we have deemed  necessary or appropriate  for the purpose of our opinion,
and subject to the limitations  and  qualifications  expressed  below, it is our
opinion that:


1.    WMI has been duly incorporated and is validly existing under the laws
of the State of Washington.

2.    Finance has been duly incorporated and is validly existing under the
laws of the State of Delaware.


                   OPINION OF COUNSEL TO THE BORROWERS

<PAGE>
                                      -4-

3.  Washington  Mutual Bank, a Subsidiary  of WMI listed in Annex I hereto,  has
been duly organized  under the laws of the State of Washington and is authorized
to transact a stock savings bank business in the State of Washington.

4. Washington Mutual Bank, FA, a Subsidiary of WMI listed in Annex I hereto, has
been duly  chartered  under the laws of the United  States and its charter is in
full force and effect.

5. WMI has all requisite  corporate power and corporate  authority to enter into
and perform its  obligations  under the Agreement,  to own its properties and to
carry on its business as, to our knowledge, it is now conducted.

6. Finance has all requisite  corporate  power and corporate  authority to enter
into and perform its obligations under the Agreement,  to own its properties and
to carry on its business as, to our knowledge, it is now conducted.

7. The Agreement has been duly authorized by all necessary  corporate  action on
the part of the  Borrowers and has been duly executed and delivered on behalf of
the Borrowers.

8. Assuming  that a court holds that the laws of the State of Washington  govern
the interpretation and enforcement of the Agreement, rather than the laws of the
State of New York as  stated  in the  Agreement,  the  Agreement  is a valid and
binding  obligation of each of the  Borrowers,  enforceable  against each of the
Borrowers in  accordance  with its terms,  subject,  as to  enforcement,  (i) to
bankruptcy, insolvency,  reorganization,  arrangement, moratorium and other laws
of general applicability  relating to or affecting creditors' rights and (ii) to
general  principles of equity,  whether such  enforceability  is considered in a
proceeding  in equity or at law. We express no opinion as to whether the laws of
the State of New York or the laws of the State of Washington, or the laws of any
other  jurisdiction,  would be held to govern the interpretation and enforcement
of the Agreement.

9.  No  governmental   consents,   approvals,   authorizations,   registrations,
declarations  or filings are  required  for the  execution  and  delivery of the
Agreement on behalf of the  Borrowers and  consummation  by the Borrowers of the
transactions  contemplated by the Agreement except such as have been obtained or
made.

10. Neither the execution and delivery of the Agreement on behalf of WMI nor the
borrowing of money by WMI  contemplated  by the Agreement (i) conflicts with any
provision of the Articles of  Incorporation  or Bylaws of WMI, (ii) violates any
law  applicable  to WMI or  (iii)  results  in a  breach  or  violation  of,  or
constitutes a default under, any term of any agreement or instrument of which we
have  knowledge to which WMI is a party or by which WMI is bound or to which WMI
is subject.

11. Neither the execution and delivery of the Agreement on behalf of Finance nor
the  borrowing of money by Finance  contemplated  by the Agreement (i) conflicts
with any provision of the Articles of Incorporation  or Bylaws of Finance,  (ii)
violates any law applicable to Finance or (iii) results in a breach or violation
of, or constitutes a default  under,  any term of any agreement or

                  OPINION OF COUNSEL TO THE BORROWERS

<PAGE>
                                      -5-

instrument  of which we have  knowledge  to which  Finance is a party or by
which Finance is bound or to which Finance is subject.

12. We do not have knowledge of any action,  suit or proceeding  against Finance
or WMI that is either  pending  or has been  threatened  in  writing  reasonably
likely to have a material adverse effect, other than those set forth in Schedule
III to the Agreement.

                                       IV.

            We further advise you that:


                  (a) As noted, the  enforceability  of the Agreement is subject
      to the effect of general principles of equity.  These principles  include,
      without limitation, concepts of commercial reasonableness, materiality and
      good faith and fair dealing.  Assuming that a court holds that the laws of
      the State of Washington govern the  interpretation  and enforcement of the
      Agreement, as applied to the Agreement,  these principles will require you
      to act reasonably,  in good faith and in a manner that is not arbitrary or
      capricious in the administration and enforcement of the Agreement and will
      preclude you from invoking  penalties for defaults that bear no reasonable
      relation to the damage suffered or that would otherwise work a forfeiture.

                  (b) The effectiveness of indemnities,  rights of contribution,
      exculpatory provisions and waivers of the benefits of statutory provisions
      may be limited on public policy grounds.

                  (c) Assuming  that a court holds that the laws of the State of
      Washington  govern the  interpretation  and  enforcement of the Agreement,
      pursuant to RCW 4.84.330,  any provision in an agreement requiring a party
      to pay another party's attorneys' fees and costs in actions to enforce the
      provisions of such  agreement  will be construed to entitle the prevailing
      party in any action,  whether or not that party is the specified party, to
      be  awarded  its   reasonable   attorneys'   fees,   costs  and  necessary
      disbursements.

                  (d) Provisions of the Agreement requiring that waivers must be
      in writing  may not be  binding or  enforceable  if a  non-executory  oral
      agreement  has been  created  modifying  any such  provision or an implied
      agreement  by trade  practice  or course of  conduct  has given  rise to a
      waiver.

                                       V.

            This opinion is rendered to each Lender party to the  Agreement  and
The Chase  Manhattan  Bank in  connection  with the  Agreement and is solely for
their  benefit.  This opinion may not be relied upon by any other person,  firm,
corporation  or other  entity,  except any person,  firm,  corporation  or other
entity that acquires an interest in the loans contemplated by the

                      OPINION OF COUNSEL TO THE BORROWERS


<PAGE>
                                      -6-

Agreement,  without our prior  written  consent.  We disclaim any  obligation to
advise  you of any  change of law that  occurs,  or any facts of which we become
aware, after the date of this opinion.



                                    Very truly yours,

                                    HELLER EHRMAN WHITE & McAULIFFE LLP


                       OPINION OF COUNSEL TO THE BORROWERS

<PAGE>

                                      -7-


                                     ANNEX I

            ENTITY                                    JURISDICTION

      Washington Mutual Bank                          Washington

      Washington Mutual Bank, FA                      Organized under the laws
                                                      of the United States





                      OPINION OF COUNSEL TO THE BORROWERS

<PAGE>
                                      -8-



Prepared by:
                  ------------------------------

Signed by:
            ------------------------------

Approved by:
                  ------------------------------

Date of Approval:
                  ------------------------




                      OPINION OF COUNSEL TO THE BORROWERS


<PAGE>




                                                                       EXHIBIT C



               [Form of Opinion of Special New York Counsel to Chase]



                                                                __________, 2000


To the Lenders party to the Agreement  referred to below and The Chase Manhattan
Bank, as Administrative Agent



Ladies and Gentlemen:

            We have acted as  special  New York  counsel to The Chase  Manhattan
Bank  ("Chase")  in  connection  with the 364-Day  Amended and  Restated  Credit
Agreement  (the  "Agreement")  dated as of August 10, 2000,  between  Washington
Mutual,  Inc. ("WAMU"),  Washington Mutual Finance  Corporation  ("Finance" and,
together with WAMU, the  "Borrowers"),  the lenders party thereto and Chase,  as
Administrative  Agent,  providing  for loans to be made by said  lenders  to the
Borrowers in an aggregate principal amount not exceeding  $1,200,000,000.  Terms
defined in the Agreement are used herein as defined therein. This opinion letter
is being delivered pursuant to Section 4.01(c) of the Agreement.

            In rendering  the opinions  expressed  below,  we have  examined the
following agreements, instruments and other documents:

            (a)   the Agreement; and

            (b) such  records of the  Borrowers  and such other  documents as we
      have deemed necessary as a basis for the opinions expressed below.

            In  our  examination,   we  have  assumed  the  genuineness  of  all
signatures,  the authenticity of all documents  submitted to us as originals and
the conformity with authentic original  documents of all documents  submitted to
us as copies.  When relevant facts were not independently  established,  we have
relied upon representations made in or pursuant to the Agreement.

            In rendering the opinions  expressed  below,  we have assumed,  with
respect to all of the documents referred to in this opinion letter, that:

     (i) such  documents  have been duly  authorized by, have been duly executed
and delivered by, and (except to the extent set forth in the opinions  expressed
below as to

                  OPINION OF SPECIAL NEW YORK COUNSEL TO CHASE
<PAGE>
                                       -2-

the  Borrowers)  constitute  legal,  valid,  binding  and  enforceable
obligations of, all of the parties to such documents;

            (ii)  all signatories to such documents have been duly
      authorized; and

            (iii) all of the parties to such  documents  are duly  organized and
      validly existing and have the power and authority  (corporate or other) to
      execute, deliver and perform such documents.

            Based upon and  subject to the  foregoing  and  subject  also to the
comments  and  qualifications  set  forth  below,  and  having  considered  such
questions  of law as we  have  deemed  necessary  as a basis  for  the  opinions
expressed below, we are of the opinion that the Agreement constitutes the legal,
valid and binding obligation of the Borrowers, enforceable against each Borrower
in  accordance  with  its  terms,  except  as  may  be  limited  by  bankruptcy,
insolvency,  reorganization,  fraudulent conveyance, moratorium or other similar
laws  relating to or affecting  the rights of creditors  generally and except as
the  enforceability  of the Agreement is subject to the  application  of general
principles of equity (regardless of whether considered in a proceeding in equity
or at law), including (a) the possible  unavailability of specific  performance,
injunctive relief or any other equitable remedy and (b) concepts of materiality,
reasonableness, good faith and fair dealing.

            The  foregoing  opinions are subject to the  following  comments and
qualifications:

            (A) The  enforceability  of  Section  9.03 of the  Agreement  may be
      limited by (i) laws rendering  unenforceable  indemnification  contrary to
      Federal or state  securities  laws and the public policy  underlying  such
      laws and (ii) laws limiting the  enforceability of provisions  exculpating
      or  exempting  a  party,  or  requiring  indemnification  of a party  for,
      liability  for its own  action or  inaction,  to the  extent the action or
      inaction involves gross negligence,  recklessness,  willful  misconduct or
      unlawful conduct.

            (B) The  enforceability of provisions in the Agreement to the effect
      that terms may not be waived or modified  except in writing may be limited
      under certain circumstances.

            (C) We  express  no  opinion as to (i) the effect of the laws of any
      jurisdiction  in which any Lender is located  (other than the State of New
      York) that  limit the  interest,  fees or other  charges  such  Lender may
      impose,  (ii) the last  sentence of Section  2.16(d) of the  Agreement and
      (iii) Section 9.09(b) of the Agreement,  insofar as such sentence  relates
      to the subject matter jurisdiction of the United States District Court for
      the Southern District of New York to adjudicate any controversy related to
      the Agreement.

            The foregoing  opinions are limited to matters involving the Federal
laws of the United  States of America and the law of the State of New York,  and
we do not express any opinion as to the laws of any other jurisdiction.

     At the request of our client,  this opinion letter is,  pursuant to Section
4.01(c) of the  Agreement,  provided to you by us in our capacity as special New
York  counsel to Chase and

            OPINION OF SPECIAL NEW YORK COUNSEL TO CHASE

<PAGE>
                                       -3-
may not be relied upon by any Person for any purpose  other than in
connection with the transactions  contemplated by the Agreement without, in each
instance, our prior written consent.

                                          Very truly yours,


RJW/WFC


                  OPINION OF SPECIAL NEW YORK COUNSEL TO CHASE

</TEXT>
</DOCUMENT>
